UNATION, LLC

AMENDED AND RESTATED OPERATING AGREEMENT

This LIMITED LIABILITY COMPANY AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement" or this “Operating Agreement”) of UNATION, LLC, a Delaware limited liability company (the "Company") is enteredinto as of the 30th day of April, 2016, by and betweenthe Company and Marquesas Capital Partners, LLC, a Delaware limited liability company (“Marquesas”), which is the owner and holder of all Series A Units of the Company. This Agreement amends and restates in its entirety that certain Operating Agreement of UNATION, LLC, a Delaware limited liability company, dated June 10, 2010.

WHEREAS, the Company was formed as a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, as amended from time to time (the "Act"); and

WHEREAS, the Company and Marquesasdesire to enter into this Agreement in order to provide for the operation and management of the Company and the rights and obligations of the Members in connection therewith.

NOW, THEREFORE, in consideration of the foregoing, all of which is Incorporated in this Agreement by this reference as a material part of this Agreement, and the mutual promises and agreements herein made, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the undersigned Members hereby agree as follows:

ARTICLE I
FORMATION; DURATION AND PURPOSES

Section 1.1     Name. The name of the limited liability company that is the subject of this Agreement shall be UNATION, LLC.

Section 1.2     Formation.

Section 1.3     Principal Business Office. The principal business office of the Company shall be located at 12802 Tampa Oaks Blvd, Suite 405, Tampa, Florida 33637, or at such other location as may hereafter be determined by the Board of Managers.

Section 1.4     Registered Office and Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is Clay C. Schuett, 8200 113^th Street North, Suite 104, Seminole, Florida 33772. At any time, the Board of Managers may designate another registered agent and/or registered office for the Company.

Section 1.5     Term of the Company. The term of the Company commenced on the date of the filing of the Certificate and shall be perpetual, unless the Company is sooner terminated and dissolved pursuant to the terms hereof. No Member may withdraw from the Company without the prior written consent of the Board of Managers, other than as expressly provided in this Agreement.

Section 1.6     Fiscal Year. The fiscal year of the Company shall end on December 31st of each year.

ARTICLE II
PURPOSE AND POWERS OF THE COMPANY

Section 2.1     Purpose. The Company is formed for the objective and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act as may be determined by the Board of Managers and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing. The initial purpose of the Company is to engage in the business of developing and operating an event-driven, social-networking platform called UNATION or “UNATION.com”.

Section 2.2     Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in Section 2.1, including, but not limited to, the power to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States.  

ARTICLE III
MEMBERS; UNITS

Section 3.1     Units.

Section 3.2     Ownership Interest. Series A Member's ownership interest shall be calculated by dividing the number of Units of such Series held by such Member by the aggregate number of all series of authorized Units. In addition, Series A Members are also entitled to the pro rata share of unissued Series B Units. Series B Member’s ownership interest shall be calculated by dividing the number of Units of such Series held by such Member by the aggregate number of all series of authorized Units.Series C Member’s ownership interest shall be calculated by dividing the number of Units of such Series held by such Member by the aggregate number of all series of authorized Units.

Section 3.3     Capital Contributions. No Member shall be obligated to make contributions of cash or other property to the Company for Units; however, Series A Unit Members may make contributions and certain other Members shall be obligated to make contributions for Series B Units purchased pursuant to the Company’s Subscription Agreement ("Capital Contribution"). A Member may loan funds to the Company with the prior written consent of the Board of Managers, which consent may be granted or withheld in the sole discretion of the Board of Managers, for any reason or no reason.

Section 3.4     Partition. Each Member waives any and all rights that it may have to maintain an action for partition of the Company's property.

Section 3.5     No Interest on Capital. No Member shall be entitled to any interest on any capital, if any, contributed by them to the Company.

Section 3.6     Withdrawal.

Section 3.7     Substitute and Additional Members.

Section 3.8     Company Reorganization. Subject to the rights of holders of Series A Units, if the Board of Managers, in its sole discretion, determines that conditions are favorable for the Company to reorganize as a corporation, the Company may be reorganized as a corporation and, in connection therewith, its equity interests (including but not limited to the Series A Units) may be reclassified as shares of stock (or securities convertible into, or options to purchase, such shares of stock) in such corporation on such terms and conditions as are approved by the Board of Managers, provided that the relative rights and preferences of the Series A Units shall not be materially modified. Each Member (including the Series A Members) or other direct or indirect holder of Units will be required to execute and deliver such instruments or documents as may be necessary or advisable in connection with any such reorganization.

ARTICLE IV
ALLOCATION OF PROFITS AND LOSS; DISTRIBUTIONS

Section 4.1     Allocation of Profits and Loss. Profits and Losses shall be allocated as follows:

Section 4.2     Distributions. Available Net Cash (as defined in Article XI), if available, shall be distributed by the Company at such time and in such amounts as shall be approved by the Board of Managers, in its sole and absolute discretion, in the following order of priority:

Section 4.3     Capital Accounts. The Board of Managers shall establish and maintain capital accounts ("Capital Account") for each Member. Capital Accounts shall be maintained in accordance with Treasury Regulation§.1.704 -1(b)(2)(iv) and shall be interpreted and applied in a manner consistent therewith. If the Board of Managers shall determine that it is prudent to modify the manner in which the Capital Accounts are computed in order to comply with Treasury Regulation §.1.704 -1(b)(2)(iv), the Board of Managers may make such modification.

Section 4.4     Book/Tax Disparities; Section 754 Elections; etc.

Section 4.5     Certain Tax-Related Definitions.

Section 4.6     Regulatory Allocations, Qualified Income Offset and Minimum Gain Chargebacks. The provisions of this Agreement are intended to comply with Code Section 704 and Treasury Regulations §’s. 1.704 -1(b) and 1.704 -2 and shall be interpreted and applied in a manner consistent with such Section and such Regulations. Notwithstanding anything to the contrary in this Agreement, the Members shall make such allocations as may be required in order to comply with Code Section 704 and Treasury Regulations §’s. 1.704 -1(b) and 1.704 -2 including any allocations necessary to satisfy the requirements for (i) a "qualified income offset"; (ii) a "minimum gain chargeback"; and (iii) a chargeback of "minimum gain attributable to partner nonrecourse debt" as such terms are defined in Treasury Regulation §’s 1.704 -1(b) and 1.704 -2.

ARTICLE V
MANAGEMENT

Section 5.1     Management by the Board of Managers.

Section 5.2     CEO and Other Officers.

Section 5.3     Reliance by Third Parties.     Any Person dealing with the Company, the Managers or any officer or employee of the Company may rely upon a certificate signed by the CEO as to:

Section 5.4     Other Business Interests.     So long as such business venture is not competitive with the Company, any Member, Manager or officer, or any Affiliate of any Member, may engage in or possess an interest in other business ventures of every kind and description, independently or with others, and may dedicate such time to such ventures as such Persons deem, in their discretion, necessary. None of the Company or the other Members shall have any rights in or to such ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE VI
BOOKS AND RECORDS; TAX MATTERS

Section 6.1     Books, Records and Financial Statements.     At all times during the continuance of the Company, the Company shall maintain, at its principal place of business, separate books of account for the Company that shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the operation of the Company's business. Such books of account, together with a certified copy of this Agreement (including any amendments and/or restatements hereof) and of the Certificate, shall at all times be maintained at the principal place of business of the Company and shall be open to inspection and examination at reasonable times by each Member and its duly authorized representative for any purpose reasonably related to such Member's interest in the Company.

Section 6.2     Company Audits.     At any time at the sole discretion of the Board of Managers, the financial statements of the Company may be audited by an independent certified public accountant, selected by the Board of Managers, with such audit to be accompanied by a report of such accountant containing its opinion. The cost of such audit will be an expense of the Company. A copy of any such audited financial statements and accountant's reports will be made available for inspection by the Members.

Section 6.3     Tax Matters Partner.     Dennis Thomas is hereby designated as "Tax Matters Partner" of the Company for purposes of §.6231(a)(7) of the Code and shall have the power to manage and control, on behalf of the Company, any administrative proceeding at the Company level with the Internal Revenue Service relating to the determination of any item of Company income, gain, loss, deduction or credit for federal income tax purposes.

Section 6.4     Taxation as Partnership.     The Company shall be treated as a partnership for U.S. federal income tax purposes.

ARTICLE VII
LIABILITY, EXCULPATION AND INDEMNIFICATION

Section 7.1     Liability.

Section 7.2     Exculpation.

Section 7.3     Indemnification.

Section 7.4     Expenses.     To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 7.3 hereof.

Section 7.5     Insurance.     The Company may purchase and maintain insurance, to the extent and in such amounts as the Board of Managers shall, in its sole discretion, deem reasonable, on behalf of Covered Persons and such other persons as the Board of Managers shall determine, against any liability that may be asserted against or expenses that may be incurred by any person in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons and such other Persons as the Board of Managers shall determine and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 7.4 hereof and containing such other procedures regarding indemnification as are appropriate.

ARTICLE VIII
TRANSFERS OF UNITS

Section 8.1     Transfers of Units.

ARTICLE IX
DISSOLUTION, LIQUIDATION AND TERMINATION

Section 9.1   Dissolution.

Section 9.2     Liquidation.     Upon dissolution of the Company, the Mangers shall carry out the winding up of the Company and shall immediately commence to wind up the Company's affairs; provided, however, that (i) the Managers shall have all of the powers set forth in the Act during the period of the winding up of the Company's affairs and (ii) a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of liabilities to creditors so as to enable the Managers to minimize the normal losses attendant upon a liquidation. The Members shall continue to Unit in profits and losses of the Company during liquidation in the same proportions, as specified in Section 4.1 hereof, as before liquidation, provided that allocations of profits, losses and items thereof shall be made in a manner that results in the capital account balance (as described in Treasury Regulation 1.704 -1(b)) of each Member being equal to the distribution to be made to such Member pursuant to Section 9.3(c) . The proceeds of liquidation shall be distributed in the following order and priority:

Section 9.3     Termination.     The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Article IX and the certificate of formation shall have been canceled in the manner required by the Act.

Section 9.4     Claims of the Members.     Upon dissolution of the Company, the Members shall look solely to the Company's assets for the return of their capital contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Members shall have no recourse against the Company or any other Member.

ARTICLE X
MISCELLANEOUS

Section 10.1    Separability of Provisions.     Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

Section 10.2    Counterparts.     This Agreement and any amendment or joinder hereto may be executed in any number of counterparts and by facsimile and electronic mail, each of which, when taken together, shall be deemed an original of this Agreement and one and the same Agreement.

Section 10.3    Entire Agreement.     This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties.

Section 10.4    Governing Law.     This Agreement shall be governed by, and construed under, the laws of the State of Florida (without regard to the conflict of laws principles of such State).

Section 10.5    Litigation. Jurisdiction and venue with respect to any legal proceeding arising under this Operating Agreement shall properly and exclusively lie in either (i) the Thirteenth Judicial Circuit in the State of Florida, in and for Hillsborough County, Florida or (ii) the United States District Court for the Middle District of Florida (Tampa Division). Furthermore, if any legal action is pursued as a result of this Operating Agreement or the subject matter of this Operating Agreement, the prevailing party shall be entitled to its attorneys’ fees and costs.

Section 10.6    Remedies.     The rights and remedies of the Company and of the Members hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provisions hereof. Except as otherwise provided for herein, it is expressly understood and agreed by the Members that, notwithstanding any other remedies which may be available at law or in equity to the Company, the Members or any of their respective Affiliates, the remedies available to such Persons upon a failure by any other such Person to perform any of its obligations hereunder, or upon a breach of any agreement, covenant or representation hereunder, shall be limited to those remedies which are expressly set forth in this Agreement, and all remedies which are not set forth herein, whether at law, equity or otherwise, are hereby waived by the Members in their own capacities and on behalf of their Affiliates.

Section 10.7    No Third Party Beneficiaries.     Nothing in this Agreement, expressed or implied, is intended to confer any rights or remedies upon any Person, other than the Members and, subject to the restrictions on assignment contained herein, their respective successors and assigns.

Section 10.8    Amendments.     This Agreement may be modified, altered, supplemented or amended in any manner only with the approval of holders of a majority of the Series A Units; provided, however, that any amendment that changes the rights, privileges and obligations of Series B Unitsor Series C Units shall require the approval of holders of a majority of the Series A Units.

Section 10.9    Interpretation.     Whenever appropriate in the context, terms used in this Agreement in the singular also include the plural, and vice versa, and each masculine, feminine or neuter pronoun shall also include the other genders. Unless otherwise expressly stated herein, all references to the term "including" shall be deemed to be interpreted as meaning "including, without limitation". Unless otherwise expressly stated herein, all references to the phrase "applicable law" shall be deemed to include provisions of rules and regulations promulgated under applicable law. Except as otherwise expressly provided herein, all references herein to any contract, agreement, law, rule, regulation or other document shall refer to such contract, agreement, law, rule, regulation or other document as amended from time to time.

Section 10.10   Captions. The captions of articles, sections and schedules of this Agreement are for convenience only, and neither limits nor amplifies the provisions of the Agreement itself.

Section 10.11 Notices.     All notices, demands, approvals, consents and requests to be sent to the Company, any Manager, or any Member pursuant to the terms hereof shall be in writing and shall be deemed to have been properly given or served, if personally delivered, sent by recognized messenger or next day courier service, or sent by United States mail, in the case of the Company or any Managerthe address set forth in Section 1.3 above and, in the case of any Member, to such Member’saddress as set forth in the Company’s records, and will be deemed received, unless earlier received: (a) if sent by express, certified or registered mail (and if by registered mail, with return receipt requested), when actually received or delivery refused; (b) if sent by messenger or courier, when actually received or refused, provided it is received or refused on the same Business Day; (c) if delivered by hand, on the date of delivery or refusal; and (d) if sent by first-Series mail, seven (7) days after it was mailed, unless returned to sender for any reason by the United Stated Postal Service, but not at the request of the addressee. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request sent.

ARTICLE XI
DEFINITIONS

Section 11.1    Certain Defined Terms.     When used in this Agreement, the following terms have the indicated meanings. All other capitalized terms are defined elsewhere in this Agreement.

"Affiliate" or "Affiliates" of a specified Person is a Person or Persons that (i) directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified, or (ii) in the case of a natural person, is a spouse, natural brother or sister, linear ancestor or linear descendant of any such specified person, or (iii) in the case of a natural person, is a legal representative or trustee of any such specified persons, or (iv) is an officer, Manager, trustee, employee, Unitholder, member, partner, principal or trust for the benefit of any entity or Person referred to in the preceding clauses (i), (ii) or (iii); provided, however, for the purposes of this Agreement, that no Member shall be deemed an Affiliate of any other Member or any officer or agent of the Company solely by virtue of the relationship of those parties to each other pursuant to this Agreement.

“Authorized Unit” means one of the defined or specified total number of Units of a series determined by the Board of Managers.

"Available Net Cash" means, for any fiscal period, any operating receipts of the Company (including the cash proceeds received by the Company in connection with any Capital Event) after payment of (i) any amounts required to pay costs and expenses of the Company, including normal operating expenses, taxes and professional or other fees, (ii) any payments of any Indebtedness, (iii) amounts of any reserves as may reasonably be determined by the Board of Managers, and (iv) Preferred Distributions with respect to Series B Units. For purposes of this definition, the term "Indebtedness" means, with respect to the Company, (a) all indebtedness for borrowed money, (b) the deferred purchase price of assets or services which, in accordance with generally accepted accounting principles, would be reflected as a liability, (c) the maximum amount of all letters of credit issued for the account of the Company, (d) all capitalized lease obligations, and (e) obligations to guarantee the debt of another Person.

"Business Day" shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

"Capital Event" means any event not occurring in the ordinary course of business of the Company, pursuant to which the Company receives any consideration with respect to its assets or the disposition thereof or of any interest therein, and including, without limitation, any sale, financing, refinancing, exchange, redemption, conversion or liquidation of all or any part of the assets of the Company (including equity interests owned by the Company).

"Code" shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of future laws.

"Control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through (i) the ownership of voting Units, (ii) general partnership interests, (iii) common Managers or trustees, or (iv) by contract or otherwise.

“Issued Unit” means a Unit that is actually owned by a member.

“Managers” means the Individuals authorized under state and federal law to make decisions and transact business on behalf of the Company, to include signing contracts on behalf of the Company and conducting financial business on behalf of the Company.

"Permitted Transferee" means, as to any Member or Security holder who is a natural person, but in any event solely in the furtherance of such Member or Security holder’s estate planning: (a) the spouse, brother, sister, lineal ancestor or lineal descendent of such Member or Security holder, (b) the legal representative or trustee of such Member, Security holder or any individual specified in clause (a) of this definition, or (c) any partnership, limited liability company, trust or other entity (i) organized solely for the sole benefit of any individual specified in clause (a) of this definition or group of such related individuals and (ii) controlled by such Member or Security holder or such Member or Security holder’s Permitted Transferee.

"Person" means any legal person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or other entity of similar nature.

"Prohibited Owner" means a proposed Additional Member or Substitute Member or other transferee or assignee of a Unit, or such Person's direct or indirect Unit holders, members, partners, controlling parties, beneficiaries or other owners of interests in such transferee, to the extent that any such Person is, are or has been (a) to the actual knowledge of the Company or any Member or their respective Affiliates, at the time of transfer or other transaction, as applicable, under investigation by any federal, state, local or foreign governmental authority for alleged criminal behavior or (b) a Person which, directly or indirectly, is engaged in any business which the Company is engaged at the time of the proposed Transfer.

"Security holder" means any Person holding a direct or indirect equity interest in a Member.

"Treasury Regulations" means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Unissued Units” means the number of Units remaining from the total authorized Units and those Units which have been issued.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first set forth below.

Date: April 30, 2016

Signatures

UNATION, LLC 

John Bartoletta, as its Manager

MARQUESAS CAPITAL PARTNERS, LLC

Dennis Thomas, as its Manager

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT.THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

PROSPECTIVE INVESTORS MAY NOTTREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE.THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

2

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Series C Units (the “Securities”), of UNATION, LLC, a Delaware limited liability company (the “Company”), at a purchase price of $12.00 per Unit(the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the Series C Units are as set forth in the [Amended and Restated Operating Agreement of UNATION, LLC] which is filed as an Exhibit to the Offering Circular filed with the SEC.

(b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the [Amended and Restated Operating Agreement.]

(c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed 2,500,000(the “Maximum Offering”). The Company may accept subscriptions until [DATE], unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement and a duly executed counterpart signature page to the Company’s [Amended and Restated Operating Agreement]. Subscriber shall deliver a signed copy of this Subscription Agreement and the Company’s [Amended and Restated Operating Agreement], along with payment for the aggregate purchase price of the Securities by a check for available funds made payable to “UNATION, LLC”, by wire transfer to an account designated by the Company.

3

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, [the Amended and Restated Operating Agreement] and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. All limited liability company action on the part of the Company necessary for the authorization of this Subscription Agreement, the performance of all obligations of the Company hereunder at a Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto has been taken or will be taken prior to the applicable Closing.

The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

4

(d) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The outstanding units and securities of the Company immediately prior to the initial investment in the Securities is as set forth in the Section titled “Securities Being Offered” of the Offering Circular. Except as set forth the the Section titled “Securities Being Offered” of the offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial statements. Complete copies of the Company’s financial statements consisting of the statement of financial position of the Company as at December 31, 2015 and the related statements of income and cash flows for the two-year period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Kristina Helferty, CPA, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in the Section titled “Use of Proceeds” of the Offering Circular.

(h) Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company, except as provided in the sub-Section titled “Legal Proceedings” of the Offering Circular.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:

5

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, the Operating Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or

(ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

6

(f) Company Information. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(g) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(h) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(i) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. The undersigned will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

7

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of New York.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF FLORIDA AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 8 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

8

If to the Company, to:

UNATION, LLC

12802 Tampa Oaks Blvd., Suite 405

Tampa, FL 33637

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

9

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

10

UNATION, LLC

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase the Series C Units of UNATION, LLC, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

_____________________________________

(print name of owner or joint owners)

11

* * * * *

12

APPENDIX A

An accredited investor includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any 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 its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, 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;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any 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 securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000.

(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

13

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any 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 person's 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;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.

14

LOAN AGREEMENT

This Loan Agreement is made and entered into this 31st day of January, 2013, by and between UNATION, LLC, a Delaware limited liability company (the "Borrow- er"), and Marqesas Capital Partners, LLC a Delaware limited liability company (the "Lender").

BACKGROUND:

WHEREAS, the Borrower has requested that the Lender loan to the Borrower up to $2,500,000 in the form of a term loan, which sum is to be evidenced by a certain Term Note to be executed by the Borrower in favor of the Lender in conjunction herewith (the "Term Note"); and

WHEREAS, the Lender is willing to loan the Borrower the sums requested, on the terms and subject to the conditions set forth herein and in the other Loan Docu- ments (as hereinafter defined).

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein, and other good and valuable consideration in hand paid by the parties hereto, the receipt and sufficiency of which is hereby acknowl- edged, the parties agree as follows:

1.     Definitions.  As used in this Agreement, the following terms shall have the meanings set forth below:

(a)     "Affiliate"  shall mean any Person who controls or is controlled by or is under common control with the Borrower.

(b)     "Agreement"  shall mean this Loan Agreement, as the same may be amended, supplemented or modified, in writing, from time to time in accordance with the terms hereof.

(c)     "Borrower"  shall mean UNATION, LLC, a Delaware limited liability company, and any successor or permitted assign thereof.

(d)     "Business Day"  shall mean a day other than a Saturday, Sunday or other day on which commercial banks in the State of Florida are authorized or required by law to close.

(e)     "Closing"  is defined in Section 7(a).

(f)     "Code"  shall mean the Internal Revenue Code of 1986, as amended from time to time.

(g)     "Collateral"  is defined in Section 3(a).

(h)     "Commitment" shall mean the obligation of the Lender to make Advances pursuant to the terms and subject to the conditions hereof.

(i)     "Default" shall mean any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

(j)     "Environmental Laws" shall mean any of the Water Pollution Control Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA" or "Superfund Act"), the Superfund Amendments and Reauthorization Act, the Toxic Substances Control Act, the Clear Air Act, the Safe Drinking Water Act, the Solid Waste Disposal Act, or any similar laws imposing liability on any person for the generation, storage, impoundment and disposal, discharge, treatment, release, seepage, emission, transportation or destruction of any Hazardous Waste or of any garbage, sewage, effluent, smoke, dusty or any other form of pollution (whether or not denominated as a Hazardous Waste), as the same may be amended from time to time, and any rules, regulations, or administrative orders thereunder and any state statutes, laws, rules, regulations or administrative orders addressing the same or similar subject as the foregoing federal laws.

(k)     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

(l)     "Event of Default " shall mean any of the events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

(m)     "Financial Statements " are defined in Section 4(e)

(n)     "GAAP" shall mean generally accepted accounting principles, consistently applied.

(o)     "Hazardous Waste " shall mean any hazardous, toxic or radioactive substance, materials or products as defined under any Environmental Laws, including, but not limited to, petroleum products, ammonia, chlorine, derivatives of petroleum products, pesticides, asbestos and asbestos-containing materials, and polychlorinated biphenyls (PCBs).

(p)     "Lender" shall mean Marquesas Capital Partners, LLC a Dela-ware limited liability company, their successors and assigns.

(q)     “Loan” shall mean the aggregate amount outstanding under the Term Note on any given date.

(r)     "Loan Documents" shall mean, collectively, this Agreement, the Term Note, the Security Agreement, any UCC financing statements, and any other agreements, documents or instruments relating to the Loan, whether executed prior to or at the Closing hereof, as the same may be amended, supplemented or modified, in writing, from time to time; and "Loan Document " shall mean any one of the foregoing.

(s)     "Person" (whether or not such term is capitalized) shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any other entity or a government or any agency or political subdivision thereof.

(t)     "Security Agreement" is defined in Section 3(a).

(u)     "Subsidiary" shall mean any corporation or other business entity of which more than fifty percent (50%) of the outstanding securities of each class having ordinary voting power is at the time owned by the Borrower or by one or more of its Subsidiaries; or by the Borrower and one or more of its Subsidiaries.

(v)     "Term Note" shall mean that certain Term Note executed by the Borrower in favor of the Lender pursuant to Section 2 hereof.

(w)     "Termination Date" shall mean January 31, 2015. If such day is not a Business Day, the preceding Business Day shall be the Termination Date.

(x)     Other Definitional Provisions. All terms defined in or incorporated into this Agreement shall have the same defined meanings when used in the other Loan Documents or any certificate or other instrument made or delivered pursuant hereto unless the context otherwise requires. Each accounting term used but not defined herein shall have the meaning given to it under GAAP.

2.    The Term Loan.

(a)    Term Loan Commitment. Upon the terms and subject to the conditions set forth in this Agreement, the Lender agrees to lend to the Borrower an aggregate principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000).

(b)     Promissory Note. The Term Loan shall be evidenced by a Term Note in the form of Exhibit A attached hereto (the "Term Note").

(c)     Interest. The rate of interest under the Term Loan shall be 12%, based on a 365-day year, or such lower rate as may be necessary to comply with any applicable law. Interest shall be paid monthly until the Term Note is paid in full.

(d)    Use of Proceeds. The proceeds of the Term Loan shall be used as working capital.

(e)     Prepayment. Except as required by Section 2(f), the Borrower may not prepay the indebtedness evidenced by the Term Note.

(f)     Principal Payments. The principal amount of the Loan shall be repaid in full on the Termination Date.

3.     Security. As security for the full and timely payment of the principal of and interest on the Term Note and all other liabilities of the Borrower to the Lender arising in connection with the Loan, whether now existing or hereafter arising, the Borrower shall at or before the Closing:

(a)     grant to the Lender a valid, first priority perfected security interest in all business assets, including all Debtor's personal property, whether now owned or hereafter acquired including, without limitation, goods, accounts, accounts receivable, deposits accounts, investment property, stocks and bonds, LLC and partnership interest, instruments, chattel paper, documents, letter-of-credit rights, commercial tort claims and general intangibles, proceeds and products thereof, and any and all other assets of the Borrower, tangible or intangible, (collectively, together with the other collateral described in the Security Agreement, the “Collat- eral"), as is more fully set forth in the Security Agreement between the Borrower and the Lender, a copy of which Security Agreement is attached hereto as Exhibit B (the "Security Agreement"); and

(b)     execute and deliver to the Lender, in form and substance satisfactory to the Lender, UCC financing statements, chattel mortgages, assignments and such other documents as may be requested by the Lender to perfect the security interests and other liens referred to in subparagraph (a) above.

4.     Representations and Warranties. In order to induce the Lender to enter into this Agreement and to make the Loan, the Borrower represents and warrants to the Lender (which representations and warranties shall survive the delivery of the Notes and the making of the Loan) that:

(a)     Status. The Borrower is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Louisiana, has the power and legal authority to own its property and carry on its business as now being conducted, and is duly qualified to do business in every jurisdiction where such qualification is necessary and where the failure to be so qualified might materially affect its operations.

(b)     Subsidiaries. The Borrower has no Subsidiaries.

(c)     Fictitious Names. The Borrower uses no fictitious name in the conduct of its business.

(d)     Power and Authority. The Borrower is authorized under all applicable provisions of law to execute, deliver and perform this Agreement and the other Loan Documents, and all action on the part of the Borrower required for the lawful execution, delivery and performance of this Agreement and the other Loan Documents has been duly taken. This Agreement and each of the other Loan Documents, upon the due execution and delivery thereof, will be the valid and enforceable obligation of the Borrower, in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally. Neither the execution and delivery of this Agreement or the other Loan Documents, nor the fulfillment of or compliance with their provisions and terms, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a violation of or default under any applicable law, regulation, order, writ, or decree, or any agreement (including the Odebrecht Agreement) or instrument to which the Borrower is now a party, or create any security interest, chattel mortgage, lien or other encumbrance upon any of the property or assets of the Borrower pursuant to the terms of any agreement or instrument to which Borrower is a party or by which Borrower, or any of its property or assets are bound, except those in favor of the Lender expressly created by the Loan Documents.

(e)     Loss. No substantial loss, damage, destruction or taking of any of the real or personal property of the Borrower or of the real or personal property leased by the Borrower has occurred that has not been fully restored or replaced or that is not fully covered by insurance, less applicable deductibles, and neither such property nor the business of the Borrower has been adversely affected in any substantial way as the result of any accident, strike, lockout, embargo, riot, war or act of God or the public enemy.

(f)    Title to Assets. The Borrower has good and marketable title to all of its properties and assets, including, without limitation, the Collateral and the properties and assets disclosed on the Financial Statements; and all such properties and assets are free and clear of all security interests, chattel mortgages, liens, or other encumbrances of any kind, except those in favor of the Lender, those for taxes and assessments not yet due, and those disclosed on the Financial Statements.

(g)     Litigation. There are no investigations, actions, suits, or proceedings by any federal, state or local government body, agency or authority, or any political subdivisions thereof, or by any person, pending, or to the knowledge of the Borrower, threatened against the Borrower, or other proceedings to which the Borrower is a party (including administrative or arbitration proceedings).

(h)     Tax Returns. The Borrower has filed all tax returns, if any, required to be filed by it and has paid all taxes and assessments, if any, payable by it that have become due, other than those not yet delinquent. The Borrower has established reserves that are believed by the Borrower to be adequate for the payment of all federal and state income taxes not heretofore paid or closed by applicable statute.

(i)     Governmental Approval. The Borrower has complied and is in substantial compliance with all applicable laws and regulations of all governmental authorities. No written approval of any federal, state or local governmental authority, or any political subdivision thereof, is necessary to carry out the terms of this Agreement or any of the other Loan Documents, and no consents or approvals are required in the making or performance of this Agreement or any of the other Loan Documents.

(j)     Environmental Matters.

(j.i)     The Borrower is in compliance with all provisions of the Environmental Laws, and with any rules, regulations and administrative orders of any governmental agency, and with any judgments, decrees or orders of any court of competent jurisdiction with respect thereto.

(j.ii)     The Borrower has not received any assessment, notice of (primary or secondary) liability or notice of financial responsibility, and no notice of any action, claim or proceeding to determine such liability or responsibility, or the amount thereof, or to impose civil penalties with respect to a site listed on any federal or state listing of sites containing or believed to contain Hazardous Wastes, and the Borrower has not received notification that any hazardous substances (as defined under CERCLA) that it has disposed of have been found in any site at which any governmental agency is conducting an investigation or other proceeding under any Environmental Law.

(k)     No Untrue Statements. Neither this Agreement, nor any of the other Loan Documents, nor any other agreement, report, schedule, certificate or instrument heretofore or simultaneously with the execution of this Agreement delivered to the Lender by or on behalf of the Borrower, including any officer or other representative thereof, contains any material misrepresentation or untrue statement of material fact, or omits to state any material fact necessary to make any of such agreements, reports, schedules, certificates or instruments not misleading.

5.     Affirmative Covenants. The Borrower covenants that, so long as any portion of the Loan remains unpaid and unless the Lender otherwise consents in writing, it will:

(a)    Taxes and Liens. Promptly pay, or cause to be paid, all taxes, assessments and other governmental charges that may lawfully be levied or assessed upon the income or profits of the Borrower, or upon any property, real, personal or mixed, belonging to it, or upon any part thereof, and also any lawful claims for labor, material and supplies that, if unpaid, might become a lien or charge against any such property; provided however, the Borrower shall not be required to pay any such tax, assessment, charge, levy or claim so long as the validity thereof shall be actively contested in good faith by proper proceedings; but provided further that any such tax, assessment, charge, levy or claim shall be paid forthwith upon the commencement of proceedings to foreclose any lien securing the same.

(b)     Business and Existence. Do or cause to be done all things necessary to preserve and to keep in full force and effect its corporate existence and rights and franchises, trade names, patents, trademarks, trade secrets and permits that are reasonably necessary for the continuance of its business; and to continue to engage principally in the business currently operated by it.

(c)     Status. Maintain its existence as a limited liability company in good standing under the laws of the State of Louisiana and qualified to transact business as a foreign corporation, in good standing, in every jurisdiction in which it transacts business.

(d)     Insurance. Keep its business and properties insured at all times by responsible insurance companies against the risks and to the extent that provision for such insurance is usually made by other persons engaged in similar businesses similarly situated and to the extent satisfactory to the Lender, and carry such other types and amounts of insurance, including business interruption insurance, as are usually carried by persons engaged in the same or a similar business similarly situated and as are satisfactory to the Lender.

(e)     Maintain Property. Maintain its properties and facilities in good order and repair and, from time to time, make all needed and proper repairs, renewals, replacements, additions and improvements thereto, so that the business carried on by it may be properly and advantageously conducted at all times in accordance with prudent business management.

(f)     True Books. Keep true books of record and account in which full, true and correct entries are made of all of its dealings and transactions; set up on its books such reserves as may be required by generally accepted accounting principles with respect to all taxes, assessments, charges, levies and claims, and with respect to its business in general, and include such reserves in interim as well as year-end financial statements; and to otherwise maintain its books of accounts in accordance with GAAP, consistently applied.

(g)     Right of Inspection. Permit any person designated by the Lender, at the Lender's expense, to inspect any of its properties, books and financial reports, and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants, all at such reasonable times and as often as the Lender may request.

(h)     Knowledge of Default. Upon any officer of the Borrower obtaining knowledge of an Event of Default (or an event which would constitute such an Event of Default but for the requirement that notice be given or time elapse or both) hereunder or under any other obligation of the Borrower, cause to be delivered to the Lender an Officers' Certificate specifying the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto.

(i)     Suits or Other Proceedings. Upon any officer of the Borrower obtaining knowledge of any material litigation, dispute or proceedings being instituted or threatened against the Borrower, or any attachment, levy, execution or other process being instituted against any assets of the Borrower, in any case embodying or relating to a claim in excess of $10,000, cause to be delivered promptly to the Lender an Officers’ Certificate describing such litigation, dispute, proceeding, levy, execution or other process.

(j)     Further Assurances. At its cost and expense, upon request of the Lender, duly execute and deliver or cause to be duly executed and delivered to the Lender such further instruments and do and cause to be done such further acts that may be reasonably necessary or proper in the opinion of the Lender to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

(k)     Observe All Laws. Conform to and duly observe in all material respects all laws, regulations and other valid requirements of any regulatory authority with respect to its properties and the conduct of its business.

(l)     Ordinary Course of Business. Operate its business only in the ordinary course of business and, without the prior written consent of the Lender, not sell or lease Collateral that is not inventory, or pledge, transfer, assign, deliver, donate, gift or otherwise dispose of any Collateral or any interest therein.

6.     Negative Covenants. The Borrower agrees that, so long as any portion of the Loan remains unpaid, unless the Lender otherwise consents in writing, it will not:

(a)     Liens. Incur, create, assume or permit to exist at any time any mortgage, pledge, security interest, lien, charge or other encumbrance of any kind on any of its assets of any kind, real or personal, tangible or intangible, whether now owned or hereafter acquired, including any lease or purchase money security interest or any other "off balance sheet" indebtedness, and including the Collateral, except:

(i)     liens or security interests securing indebtedness owed to the Lender;

(ii)     liens for taxes not due or that are being contested in good faith by proper proceedings and against which, if requested by the Lender, the Borrower will establish reserves satisfactory to the Lender; and

(b)     Merger; Sale of Assets. Enter into any transaction of merger or consolidation; transfer, sell, assign, lease or otherwise dispose of any of its property or assets, except for the sale of inventory in the ordinary course of business; change its name; acquire the assets of another person; sell and leaseback any of its assets; otherwise change its structure or identity; or materially change the nature of its business as now conducted or enter into any new business.

(c)     Indebtedness. Incur, create, assume or permit to exist any indebtedness (including obligations under capital leases), except indebtedness incurred pursuant to this Agreement.

(d)     Guaranties. Guarantee, assume, endorse or otherwise in any manner become or remain liable in connection with, or otherwise become or remain responsible for, the obligations (including accounts payable) of any other person, other than the endorsement of negotiable instruments in the ordinary course of business for deposit or collection.

(e)     Action Affecting Collateral. Enter into any transaction that materially and adversely affects the Collateral or the Borrower's ability to repay the Note.

(f)     Accounting Practices. Change its accounting methods or practices, its depreciation or amortization policy or rates from those in existence as of the date hereof, except as required to comply with law or with GAAP.

(g)     Loans or Advances. Make loans or advances to any person, except loans or advances to employees not exceeding $10,000 in the aggregate and deposits required by government agencies or public utilities; provided that after giving pro forma effort to such advances, the Borrower will be in full compliance with all of the provisions of this Agreement.

(h)     Distributions. Declare or pay any distribution on account of any class of its securities, or redeem, purchase, retire or otherwise acquire, directly or indirectly, any of its securities; provided, however, that if the Borrower shall have accumulated cash at the rate of $100,000 per month to repay the Term Note in full at maturity, and shall have deposited such cash in an account that is part of the Collateral in which the Lender has a first priority security interest.

(i)     Affiliate Transactions. Enter into any transaction with any Affiliate, except for transactions where the consideration paid or to be paid to or by the Borrower, as the case may be, is at least as favorable to the Borrower as it would be if the Borrower were dealing with a completely independent party.

7.     Conditions Precedent to Loan.

(a)     Closing. The closing of the transactions contemplated hereby (the "Closing") shall be held at the offices of the Lender, on January 31, 2013, or at such other time and/or place as the parties may agree.

(b)     Conditions Precedent to the Closing. The Lender shall have no obligation to close the transactions contemplated hereby until the Lender has received the items listed below and/or the events described below have occurred, as the case may be:

(b.i)     Loan Documents. The Loan Documents shall have been duly executed by Borrower and delivered to the Lender.

(b.ii)     Borrowing Resolutions. A copy of the resolutions of the Managers of the Borrower certified by the Borrower's duly elected or acting secretary or assistant secretary authorizing the execution of this Agreement and the other Loan Documents and authorizing specified officers of the Borrower to execute and deliver this Agreement and the other Loan Documents.

(b.iii)     Certificates of Incumbency. A certificate of incumbency showing the present officers and directors of the Borrower and specimen signatures of said officers and directors.

(b.iv)     Certificate of Good Standing. A certified copy of the Articles of Organization, as amended to date, of the Borrower and a certificate of good standing with respect to the Borrower from the Secretary of State of the State of Louisiana; and a copy of the operating agreement, as amended to date, of the Borrower certified by its duly elected or acting secretary or assistant secretary.

(b.v)     UCC Search. A current UCC search from the Secretary of State of the State of Louisiana, showing that there are no filed liens as to the personal property of the Borrower, including, but not limited to, inventory, accounts, contract rights and equipment and other Collateral.

8.     Events of Default. The occurrence of one or more of the following events (an "Event of Default") shall constitute a default of the Loan:

(a)     Payment of Loan. The failure to pay any principal or interest payment on the Note or any other amount payable hereunder or under any of the other Loan Documents, either by the terms hereof or thereof or otherwise as herein or therein provided.

(b)     Payment of Other Obligations. The failure of the Borrower (i) to pay principal of or interest on any other indebtedness beyond any period of grace provided with respect thereto, (ii) to perform the Odebrecht Agreement, or (iii) to perform any other agreement, term and condition contained in any agreement or instrument under which any indebtedness is created, if the effect of such default is to cause, or permit the holder or holders of such indebtedness (or a trustee on behalf of such holder or holders) to cause, such indebtedness to become due prior to its stated maturity.

(c)     Representation or Warranty. Any representation or warranty made by the Borrower herein or in any writing furnished in connection with or pursuant to this Agreement or any of the other Loan Documents shall be false or misleading in any material respect on the date as of which made or deemed reaffirmed.

(d)     Other Covenants. The failure of the Borrower to perform or observe any other agreement, covenant, term or condition binding on it contained herein or in any of the other Loan Documents, and such default shall not have been remedied within 30 days after written notice thereof to the Borrower from the Lender.

(e)     Other Documents. The occurrence of any event of default as specified in any of the other Loan Documents.

(f)     Liquidation; Dissolution; Voluntary Bankruptcy. The liquidation or dissolution of the Borrower, or the suspension of the business of the Borrower, or the filing by the Borrower of a voluntary petition or an answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under the United States Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing, or any other action of the Borrower indicating its consent to, approval of or acquiescence in, any such petition or proceeding; the application by the Borrower for, or the appointment by consent or acquiescence of the Borrower of a receiver, a trustee or a custodian of the Borrower for all or a substantial part of its property; the making by the Borrower of any assignment for the benefit of creditors; the inability of the Borrower or the admission by the Borrower in writing of its inability to pay its debts as they mature; or the Borrower taking any corporate action to authorize any of the foregoing.

(g)      Involuntary Bankruptcy. The filing of an involuntary petition against the Borrower in bankruptcy or seeking reorganization, arrangement, readjustment of its debts or for any other relief under the United States Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or hereafter existing; or the involuntary appointment of a receiver, a trustee or a custodian of the Borrower for all of a substantial part of its property; or the issuance of a warrant of attachment, execution or similar process against any substantial part of the property of the Borrower, and the continuance of any of such events for 30 days undismissed or undischarged.

(h)     Adjudication of Bankruptcy. The adjudication of the Borrower as bankrupt or insolvent.

(i)     Order of Dissolution. The entering of any order in any proceedings against the Borrower decreeing the dissolution, divestiture or split-up of the Borrower, and such order remains in effect for more than 60 days.

(j)     Reports and Certificates. Any report, certificate, financial statement or other instrument delivered to the Lender by or on behalf of Borrower is at the time of delivery false or misleading in any material respect.

(k)     Judgment. A final judgment, which with other outstanding final judgments against the Borrower exceeds an aggregate of $5,000, shall be rendered against the Borrower, and if within 30 days after entry thereof such judgment shall not have been discharged or execution thereon stayed pending appeal, or if within 30 days after the expiration of any such stay such judgment shall not have been discharged.

9.     Remedies.

(a)     Acceleration and Setoff. Upon the occurrence of any Event of Default, and at any time thereafter as long as the Event of Default is continuing, the Lender may, without notice, declare the entire principal and all interest on the Loan and all obligations under the Loan Documents, and all other indebtedness of the Borrower to the Lender, whether the Borrower's liability for payment thereof is primary or secondary, direct or indirect, sole, joint, several or joint and several, or whether the indebtedness is matured or unmatured, due or to become due, fixed, absolute or contingent, to be immediately due and payable (without presentment, demand, protest or other notice of any kind, all of which are expressly waived) and the Loan and all such other indebtedness thereupon shall be and become immediately due and payable, and the Lender may proceed to collect the same by foreclosure, at law, or as otherwise provided in the Loan Documents and/or other instruments or agreements signed by the Borrower. In addition, without limiting any other right of the Lender, whenever the Lender has the right to declare any indebtedness to be immediately due and payable (whether or not it has so declared), the Lender may set off against the indebtedness without notice any amounts then owed to the Borrower by the Lender in any capacity, whether due or not due, including without limitation deposits, stocks, bonds and other securities and other assets held in any custodial accounts, and the Lender shall be deemed to have exercised its right to set off immediately at the time its right to such election accrues.

(b)     Cumulative Remedies. All rights, remedies or recourses of the Lender under this Agreement, the Notes, the Security Agreement securing the Loan, or any other Loan Documents, under the Uniform Commercial Code or other law, in equity or otherwise, are cumulative, and exercisable concurrently, and may be pursued singularly, successively or together and may be exercised as often as occasion therefore shall arise. No act of commission or omission by the Lender, including, but not limited to, any failure to exercise, or any delay, forbearance or indulgence in the exercise of, any right, remedy or recourse hereunder or any other Loan Document shall be deemed a waiver, release or modification of that or any other right, remedy or recourse, and no single or partial exercise of any right, remedy or recourse shall preclude the Lender from any other or future exercise of the right, remedy or recourse or the exercise of any other right, remedy or recourse. No waiver or release of any such rights, remedies and recourses shall be effective against the Lender unless in writing and manually signed by an authorized officer on the Lender's behalf, and then only to the extent recited therein. A waiver, release or modification with reference to any one event shall not be construed as continuing or constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver, release or modification of, any subsequent right, remedy or recourse as to a subsequent event.

10.     Miscellaneous.

(a)    Waiver of Default. The Lender may, by written notice to the Borrower at any time and from time to time, waive any default in the performance or observance of any condition, covenant or other term hereof or any Event of Default that shall have occurred hereunder and its consequences. Any such waiver shall be for such period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, the Borrower shall be restored to its former position hereunder and under the Loan Documents, and any Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Event of Default.

(b)     Amendments and Waivers. The Lender and the Borrower may, subject to the provisions of this Section 10(b), from time to time, enter into written agreements for the purpose of adding any provision to this Agreement or the other Loan Documents or changing in any manner the rights of the Lender or the Borrower hereunder or under the other Loan Documents. No such amendment, modification or supplement shall be established by custom, conduct or course of dealing, but solely by an instrument in writing duly executed by the party to be charged therewith. The Lender shall indicate its consent to any written request by the Borrower with respect to any such proposed amendment, modification or supplement by its delivery to the Borrower of its affirmative written approval thereof within ten days of its receipt of an Officers' Certificate requesting such amendment, modification or supplement; provided, however, that any such request shall be deemed denied by the Lender if such written approval thereof shall not have been delivered by the Lender to the Borrower within such period.

(c)     Notices. All notices, requests and demands to or upon the Borrower or the Lender shall be deemed to have been given or made when hand delivered, or two (2) days after having been deposited in the mail, postage prepaid by registered or certified mail, return receipt requested, addressed as follows or to such other address as may be hereafter designated in writing hereunder by the respective parties:

If to the Borrower:

12802 Tampa Oaks Blvd, Suite 405
Tampa, FL 33637

If to the Lender:

8200 – 113^th Street N, Suite 104
Seminole, FL 33772

except in cases where it is expressly herein provided that such notice, request or demand is not effective until received by the party to whom it is addressed.

(d)     No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Lender, any right, power or privilege hereunder or under any of the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein and in the other Loan Documents provided are cumulative and not exclusive of any rights or remedies provided by law.

(e)     Survival of Representations, Warranties and Covenants. All representations, warranties, covenants and other agreements made herein shall survive the execution and delivery of this Agreement and the other Loan Documents.

(f)     No Third Party Beneficiaries. This Agreement is a contract between the Lender and the Borrower for their mutual benefit and no third person shall have any right, claim or interest against either the Lender or the Borrower by virtue of any provision hereof.

(g)     Construction. This Agreement shall not be construed more strictly against the Lender than against the Borrower merely by virtue of the fact that this Agreement has been prepared by counsel for the Lender, it being acknowledged that the Borrower has been represented by counsel in the negotiation and review hereof.

(h)     Florida Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of Florida without regard to the principles of the conflict of laws of Florida.

(i)     Consents. In the event the consent of the Lender is required herein, such consent may be arbitrarily withheld.

(j)     Paragraph Headings. Paragraph headings are for the purpose of identification only and are not considered as a substantive part of this Agreement.

(k)     Gender; Etc. Whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number include the singular.

(l)     Severability. Each paragraph, provision, sentence and part thereof of this Agreement shall be deemed separate from each other paragraph, provision, sentence or part thereof, and the invalidity or unenforceability for any reason or to any extent of any such portion of this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any other Loan Document, or the application of such paragraph, provision, sentence or part thereof to other persons and circumstances.

(m)     Reimbursement of Expenses. The Borrower agrees to reimburse the Lender for all costs and out-of-pocket expenses (including reasonable attorneys’ fees) incurred in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents, and also all reasonable expenses incurred by the Lender (including attorneys' fees) in the collection of any indebtedness incurred hereunder upon the occurrence and continuation of an Event of Default by Borrower.

(n)     Stamp or Other Taxes. The Borrower agrees to pay any and all stamp, documentary, excise and intangible taxes now or hereafter payable in respect of this Agreement, the Notes and the other Loan Documents, whether in connection with the execution and delivery thereof, the making of any Advance previously or hereafter made, any modification or renewal thereof, or otherwise, together with any interest and penalties incident thereto. The Borrower agrees to and shall indemnify and hold the Lender harmless from and against all loss, cost, expense and attorneys' fees that may be incurred by the Lender in connection with any such assessment, tax, levy or other charge, or any interest or penalty resulting therefrom.

(o)     Further Assurances. The Borrower agrees that, at any time and from time to time after the execution and delivery of this Agreement, it shall, upon request of the Lender, execute and deliver such further instruments and documents, including, but not limited to, UCC financing statements, and do such further acts and things as the Lender may reasonably request in order to fully effect the purposes of this Agreement and to protect the Lender's interest in the Collateral. The Borrower hereby authorizes the Lender to obtain a credit report on it.

(p)     Jurisdiction and Venue. In the event that legal action is instituted to enforce or interpret this Agreement or any other Loan Document, or to collect the Loan or any other amounts due from the Borrower, the Borrower, on behalf of itself and its successors and assigns, consents to and by execution of this Agreement submit itself to, the jurisdiction of the courts of the State of Florida, and, notwithstanding the place of business of Borrower or the place of execution of this Agreement or any other Loan Document, any litigation relating to this Agreement and to any other Loan Documents, whether arising in contract or tort, by statute or otherwise, shall be brought in (and, if brought elsewhere, may be transferred to) a state court of competent jurisdiction in Hillsborough County, Florida.

(q)     Execution in Counterparts. This Agreement and the other Loan Documents may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

IN WITNESS WHEREOF, the Borrower and the Lender have caused this Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written.

UNATION, LLC

Marquesas Capital Partners, LLC.

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Independent Auditor’s Report dated April 30, 2016 relating to the balance sheets of UNATION, LLC as of December 31, 2015 and 2014, and the related statements of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

/s/ Kristina Helferty, CPA
Clearwater, FL

May 10, 2016

135755 8^thStreet N, Clearwater, FL 33760 * (727) 310-2000 * Fax (727) 310-2001