UNATION, LLC AMENDED AND RESTATED OPERATING AGREEMENT

The Company's existence commenced on June 10, 2010 upon the filing of Articles of Organization (the "Certificate") in the office of the Delaware Secretary of State. The execution and filing of such Certificate is hereby ratified by the Company and Marquesas. The rights, liabilities and obligations of any Member with respect to the Company shall be determined in accordance with the Act, the Certificate and this Agreement. To the extent anything contained in this Agreement modifies, supplements or otherwise affects any such right, liability, or obligation arising under the Act, this Agreement shall supersede the Act to the extent not restricted thereby.

Any Officer and any other Person appointed by the Board of Managers shall hereinafter be authorized to cause the Company to be qualified, or registered under assumed or fictitious name statutes or similar laws, in any jurisdiction in which the Company transacts business. Such Person, as an authorized person within the meaning of the Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary or desirable for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.

Generally. The limited liability company interests of the Company shall be classified in fourSeries of Units (each such interest in the Company, a "Unit" and collectively, the "Units"): Series A Units (each, a "Series A Unit" and collectively, the "Series A Units"),Series B Units (each, a "Series B Unit" and collectively, the "Series B Units"),Series B Restricted Profits Only Units (each, a “Series B Profits Unit” and collectively the “Series B Profits Units”), and Series C Units (each, a "Series C Unit" and collectively, the "Series C Units"). There shall be no limitation on the number of Units which may be issued and/or outstanding at any time, subject to the approval of the Board of Managers as to the timing of any such issuance and amount thereof. Until such time as additional Units of any Series have been authorized by the Board of Managers, Units shall consist of 2,000,000Series A Units (the “Series A Units”), 4,000,000Series B Units (the “Series B Units”), 1,000,000 Series B Profits Units (the “Series B Profits Units”),and 4,000,000 Series C Units (the “Series C Units”).

Series A Units. Each Series A Unit shall have the right toten (10) votes per Unit, shall be entitled to notice of any meeting of Members in accordance with this Agreement, and shall be entitled to vote upon such matters and in such manner as may be provided by law. Furthermore, each Series A Unit shall have the right to convert to Series C Units at a conversion rate of ten (10) to one (1) (i.e., one (1) Series A Unit equals ten (10) Series C Units) upon the approval of the Board of Managers.

Series B Units. Series B Units will have the same rights as Series A Units except that Series B Units will be non-voting Units and Series B Units will not have the same ten (10) to one (1) conversion rights of Series A Units.

Series B Profits Units. Series B Profits Units will not have any ownership interest in the Company, will be non—voting Units,will not have the same ten (10) to one (1) conversion rights of Series A Units, and will only be entitled to share in the profits of the Company pursuant to this Agreement.

Series C Units. Series C Units will have the same rights as Series A Units except that Series C Units will be non-voting Units and Series C Units will not have the same ten (10) to one (1) conversion rights of Series A Units. The units have been specifically authorized for issuance as part of a Regulation A+ capital raise. These units will not have the same transfer restriction as Series B Units.

Other Securities. Subject to the rights of holders of Series AUnits, the Board of Managers is authorized to issue Units, or any other Series or type of debt or equity securities of the Company (including options, warrants or rights to receive Series A Units, Series B Units, or any other Series or type of debt or equity securities of the Company, including convertible securities) that the Board of Managers designates, at such times and on such terms as the Board of Managers determines. Any such action shall be memorialized, as applicable, in an amendment and/or restatement to this Agreement executed by the Managers.

Inclusions to "Units." For purposes of this Agreement, a Member's aggregate "Units", except for the holders of the Series B Profits Units, shall include the entire ownership interest of a Member in the Company at any time, including (a) the rights of such Member to any and all benefits to which a Member may be entitled as provided in this Agreement, together with the obligations of such Member to comply with all the terms and provisions of this Agreement, (b) all income, profits, Available Net Cash, fees or payments of whatever nature and all distributions to which any Member would be entitled, now or at any time hereafter, of whatsoever description or character; and (c) all of any Member's present and future rights to and in its Capital Account, whether by way of liquidating distributions or otherwise, and all of such Member's right to receive or Unit in any surplus of the Company in the event of the dissolution of the Company.

Except in connection with a Transfer to a Permitted Transferee (each as defined in Article 8.1 below) or a Transfer to which the Board of Managers consents pursuant to Section 8.1 hereof in which the transferee has been admitted as a Substitute Member (as defined below) and has assumed the obligations of a Member or as otherwise described herein, no Member shall have the right to withdraw from the Company without the prior written consent of the Board of Managers (which consent may be withheld in the Board of Managers sole discretion, for any reason or no reason). Effective on the date of a permitted withdrawal, such withdrawing Member shall be deemed to have withdrawn from the Company and shall no longer be a Member for purposes of this Agreement. From and after the effective date of such withdrawal, the withdrawing Member shall not be entitled to receive any distributions from the Company unless the withdrawing Member was a Member on the record date therefor.

If a Member withdraws from the Company in violation of Section 3.6(a), such Member shall not be entitled to any distribution or payment with respect to his, her or theirUnits in the Company and shall be liable to the Company for breach of this Agreement.

Additional members may be admitted to the Company (the "Additional Members") upon the issuance of Units to such Additional Members. No Additional Member and no Person who is the transferee or assignee of all or a portion of the Units of a Member (a "Substitute Member") shall be entitled to any of the rights and benefits under this Agreement of the transferor or assignor of such interest (other than the right to distributions) unless and until:

the Additional Member or the Substitute Member, as the case may be, shall execute and acknowledge any instrument reasonably deemed by the Board of Managers to be necessary to effectuate such admission, which instrument shall include representations that such Additional Member or Substitute Member or their Affiliates is not a Prohibited Owner; and

the Additional Member or the Substitute Member, as the case may be, shall accept and assume in writing (in a form determined by the Board of Managers) all of the terms, conditions and obligations of this Agreement applicable to the Units being acquired by it.

As promptly as is reasonably practicable after the admission of an Additional Member or a Substitute Member in the Company, the Board of Managers or its designee shall reflect the addition of the Additional Member, or the addition of the Substitute Member and the deletion of the Member substituted therefor, and to set forth the respective designations, preferences and rights, as established by the Board of Managers, of the rightsof such Additional Member or Substitute Member, in the membership records of the Company, effective as of the date upon which any such Additional Member or Substitute Member first acquired theUnits in question.

First to each Series A Member in proportion to their respective Ownership Interests, which, again, 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 Member’s are also entitled to their pro rata share of unissued Series B and C Units.

Second, to each Series B and C Member in proportion to their respective Ownership Interests, which 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, and, with respect to Series B Profits Members, only in proportion to any separate profits interest they may have in the Company.

First to each Series A Member in proportion to their respective Ownership Interests, which, again, 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 Member’s are also entitled to their pro rata share of unissued Series B and C Units.

Second, to each Series B and C Member in proportion to their respective Ownership Interests, which 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 the case of contributed property, items of income, gain, loss, deduction and credit, as determined for federal income tax purposes, shall be allocated in a manner consistent with the principles of Section 704(c) of the Code by using a method described in Treasury Regulation§.1.704-3(d) selected by the Board of Managers, in its sole discretion, to take into account the difference between the agreed value of such property and its adjusted tax basis at the time of contribution or adjustment, as the case may be.

All items of income, gain, loss, deduction and credit recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code which may be made by Board of Managers on behalf of the Company; provided, however, that such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted by Section 734 and 743 of the Code.

For purposes of this Agreement, the terms "Profit" or "Loss" mean, for each fiscal year or other period, an amount equal to the Company's net taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), adjusted as follows: (i) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profit or Loss shall be added to such taxable income or loss; (ii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as described in such Section pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or Loss, shall be subtracted from such taxable income or loss; and (iii) in the event the Carrying Value (as defined below) of any Company property is adjusted pursuant to Section 1.704- 1(b)(2)(iv)(f) of the Treasury Regulations or other pertinent sections of such Treasury Regulations, the amount of such adjustment shall be taken into account for purposes of computing Profit and Loss. Notwithstanding any other provisions, any items which are specially allocated pursuant to Section 4.6 shall not be taken into account in computing Profit or Loss.

For purposes of computing Profit and Loss, the term "Carrying Value" shall mean (i) with respect to contributed property, the agreed value of such property, (ii) with respect to property the book value of which is adjusted pursuant to Treasury Regulation§1.704-1(b)(2)(iv)(d), (e) or (f), the amount determined by the Board of Managers, and (iii) with respect to any other property, the adjusted basis of such property for federal income tax purposes as of the time of determination.

Powers. The management and control of the business and affairs of the Company shall be vested in a Board of Managers, which shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company, including all powers provided for in this Agreement, the Act or otherwise. Any Officer or employee of the Company authorized by the Board of Managers shall have the authority to bind the Company. Without limiting the generality of the foregoing, the Board of Managers shall establish overall policies for the Company, set long- range plans and objectives and direct the conduct of the Company's Officers and employees. No action shall be taken, sum expended, decision made or obligation incurred by the Company with respect to any matter regarding the Company unless such matter has been expressly approved by the Board of Managers as provided for herein.

Composition of Board of Managers. The Board of Managers shall initially consist of two (2) individuals, both of which shall be the Mangers, and each of whom shall be elected from time to time by the holders of Series A Units. The initial Managersunder this Agreement shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇.

Meetings. The Board of Managers shall meet no less frequently than quarterly and additionally at the request of the any Manager, such request to be made upon no less than three (3) business days notice by telephone, e-mail or facsimile transmission, which notice may be waived in each instance. Each such meeting shall be held at such date, time and place as the Managersmay determine. One or more Managers may participate in any meeting of the Board via telephone conference call or other electronic device by which all Managers may simultaneously hear all other Managers. A Manager may attend a meeting by proxy, provided that his proxyholder presents a written proxy at the meeting which empowers the proxyholder to take any action that the Manager could take if personally present. A proxyholder must be another Manager.

Voting and other Actions. ManagerJohn ▇▇▇▇▇▇▇▇▇▇ shall have two (2) votes and any other Managershall have one vote. All actions of the Board shall require the affirmative vote of a majority of the Managers. No Manager shall be liable to the Company for any loss or damage sustained by the Company, unless the loss or damage shall have been the result of fraud, deceit, or intentional misconduct.

Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if consent in writing setting forth the action so taken is signed by all of the Managers. All such consents shall be filed with the minutes of the Company and shall be maintained in the Company records.

Compensation. Except as determined and approved by holders of a majority of the Series A Units, Managers shall not be entitled to compensation for acting as such, provided that a Manager shall be reimbursed by the Company for reasonable out-of-pocket expenses incurred to attend meetings of the Board of Managers.

Generally. The day-to-day operations of the Company shall be under the control of a CEO of the Company duly appointed from time to time by the Board of Managers and subject to the supervision and direction of the Board of Managers. The Board of Managers may from time to time appoint such other officers who may include a chief financial officer, a chief operating officer, one or more vice presidents and such other officers as they consider appropriate. Such Officers shall exercise such duties as customarily pertain to such offices as determined by the Board of Managers.

Appointment. The CEO and any officers of the Company appointed by the Board of Managers shall hold office until their successors are chosen by the Board of Managers. The CEO and any Officer may be removed at any time by the Board of Managers. Any vacancy occurring in any office of the Company shall be filled by the Board of Managers.

Compensation. Subject to the approval of holders of a majority of Series A Units, the Board of Managers shall determine and agree with the CEO and each officer on a reasonable amount of compensation for services rendered or to be rendered to the Company.

the identity of any of the CEO, any Manager or Officer;

the persons who are authorized to execute and deliver any instrument or document on behalf of the Company; or

any act or failure to act by the Company or as to any other matter whatsoever involving the Company.

Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members, the Managers, the officers and the employees of the Company (each a "Covered Person" and collectively "Covered Persons") shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

Except as otherwise expressly required by law, a Member, in his capacity as a Member of the Company, shall have no liability in excess of the amount of his Capital Contributions.

No Covered Person shall be liable to the Company, any Member or any other Person who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith in connection with the formation of the Company or on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct.

A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company or the Board of Managers by any Person as to matters the Covered Person reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

Covered Persons. To the full extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.3 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.

Notice of Claims. Any Covered Person seeking indemnification hereunder (an "Indemnitee") shall promptly, and within 30 days after notice to it (notice to Indemnitee being the filing of any action, receipt of any claim in writing or similar form of actual notice) of any claim as to which it asserts a right to indemnification, notify the party from whom indemnification is sought (an "Indemnitor") of such claim. Indemnitee shall ▇▇▇▇ Indemnitor for any such claims no more frequently than on a monthly basis, and Indemnitor shall promptly pay (or cause to be paid) Indemnitee upon receipt of any such ▇▇▇▇. The failure of Indemnitee to give the notification to Indemnitor contemplated above in this Section 7.3(b) shall not relieve Indemnitor from any liability or obligation that it may have pursuant to this Agreement unless the failure to give such notice within such time shall have been materially prejudicial to it, and in no event shall the failure to give such notification relieve Indemnitor from any liability it may have other than pursuant to this Agreement.

Third Party Claims. If any claim for indemnification by Indemnitee arises out of an action or claim by a Person other than Indemnitee, Indemnitor may, by written notice to Indemnitee, undertake to conduct the defense thereof and to take all other steps or proceedings to defeat or compromise any such action or claim, including the employment of counsel; provided, that Indemnitor shall reasonably consider the advice of Indemnitee as to the defense or compromise of such actions and claims, and Indemnitee shall have the right to participate, at its own expense, in such proceedings, but control of such proceedings shall remain exclusively with Indemnitor. Indemnitee shall provide all reasonable cooperation to Indemnitor in connection with such proceedings. Counsel and auditor costs and expenses and court costs and fees of all proceedings with respect to any such action or claim shall be borne by Indemnitor. If any such claim is made hereunder and Indemnitor does not elect to undertake the defense thereof by written notice to Indemnitee, Indemnitee shall be entitled to control such proceedings and shall be entitled to indemnity with respect thereto pursuant to the terms of this Section 7.3(b). To the extent that Indemnitor undertakes the defense of such claim by written notice to Indemnitee and diligently pursues such defense at its expense, Indemnitee shall be entitled to indemnification hereunder only to the extent that such defense is unsuccessful as determined by a final judgment of a court of competent jurisdiction, or by written acknowledgment of the parties.

Generally.

No Member or Security holder, other than the holders of Series C Units, may, at any time, directly or indirectly, assign, transfer, sell, exchange, syndicate, lien, encumber, pledge, or hypothecate (collectively, a "Transfer") all or any portion of its Units, or any direct or indirect beneficial or equity interest therein, or in the Company (collectively, "Equity Interests") to any Person without the prior written consent of the Board of Managers, which consent may be granted or withheld in the Board of Manager’s sole discretion, for any reason or no reason; provided, however, that any Member or Security holder who is an individual may Transfer all or any portion of such Equity Interest to any Permitted Transferee without such prior approval.

Any individual Member or Security holder making such Transfer to a Permitted Transferee shall provide written notice thereof to the Managers within ten (10) days of the Applicable Transfer. It is agreed that failure to provide such notice to the Board of Managers shall make the purported Transfer to the Permitted Transferee void ab initio.

With respect to Transfers other than Permitted Transfers, the Board of Managers may condition its approval of any proposed Transfer of Units upon its receipt from the Member proposing to make such Transfer (the "Transferring Member") of a written notice to the Board of Managers (a "Transfer Notice") detailing all of the material terms of such proposed Transfer, including the name of proposed third party transferee or lender and the economic benefit to be derived by the Transferring Member from such transaction.

If a Member Transfers all or any portion of its Units to a Permitted Transferee or with the consent of the Board of Managers as provided for above, the transferee may be admitted to the Company as a Substitute Member in accordance with Section 3.7 hereof. If a Transfer of Units is made in accordance with the provisions of this Section 8.1, the Board of Managers shall promptly record the admission of the Additional Member in the Company records.

Override on Transfers. Notwithstanding the fact that a Transfer may be (or may have been effected) to a Permitted Transferee or may have been approved by the Board of Managers pursuant to this Section 8.1, no Transfer of Units shall be permitted if such Transfer (i) violates any applicable law, including federal or state securities laws or regulations, (ii) causes the Company to be treated as a "publicly traded partnership" for tax purposes or (iii) would constitute a Transfer of a Unit to a Prohibited Owner, in which case any such purported Transfer shall be void ab initio.

The Company shall dissolve, and its affairs shall be wound up, only upon the majority vote of the holders of Series A Units.

The Company shall not be dissolved by the admission of Additional Members or Substitute Members in accordance with the terms of this Agreement.

first, to creditors of the Company, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof);

thereafter, to the Members, pro rata in proportion to their respective positive capital account balances; and

thereafter, to the Members, pro rata in proportion to their respective Ownership Interests.