Articles of Incorporation

CERTIFICATE OF INCORPORATION

OF

LEGACYHUB HOSPITALITY FUND I, INC.

I.The name of the corporation is LegacyHub Hospitality Fund I, Inc. (the “Corporation”). 

II.The address of the Corporation’s registered office in the state of Delaware is 8 The Green Suite A, in the city of Dover, County of Kent, Zip Code 19901.  The name of its registered agent at such address is A Registered Agent, Inc. 

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

IV.The corporation’s board of directors (the “Board of Directors”) shall have the full authority permitted by law to issue shares of Preferred Stock in the form of a series, and to provide for the issuance of such shares, as determined, from time to time, by the Board of Directors and stated, before the issuance of any shares thereof, in the resolution or resolutions providing for the issuance thereof. 

V.The preferences, limitations, voting powers and relative rights of Voting Common Stock are as follows: (i) except as otherwise provided in these articles, or except as required by applicable law, the holders of Voting Common Stock shall vote together as a single voting group on all matters submitted to a vote of this corporation’s shareholders, (ii) except as otherwise expressly provided in these articles or required pursuant to applicable law each holder of Voting Common Stock shall be entitled to one (1) vote for each share of Common Stock held as of the applicable record date on any matter that is submitted to a vote of the shareholders of this corporation (including, without limitation, any matter voted on at a shareholders’ meeting). The holders of Non-Voting Common Stock shall have no voting power and shall not be entitled to vote on any matter except as otherwise required by law or as otherwise expressly provided for herein. The preferences and relative rights of Non-Voting Common Stock will be divided into subclasses as determined, from time to time, by the Board of Directors and stated, before the issuance of any shares thereof, in the resolution or resolutions providing for the issuance thereof. 

VI.The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.  In furtherance of and not in limitation of the powers conferred by the laws of the state of Delaware, the Board of Directors of the Corporation is expressly authorized to make, amend or repeal Bylaws of the Corporation. 

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The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.