I’m just a woman that loves fairly clothes, feminine particulars, fun colors and something that sparkles. I was a tomboy, and loved to dress in my brother’s pants and shirts, however I also loved lady’s issues, all the time stressing my poor mom by selecting the most expensive traditional designs that she hadn’t the money to buy for me. I did not understand I had a “fashion sense” until I met an employer who recognzed my potential and insisted upon hiring me to teach a New York division store teen “Magnificence Workshop” which led to a profession in fashion promotion and commentary.

Subject to the foregoing, and not in any other case, such dividends (payable in money, securities or different property) as could also be decided by the Board of Administrators or any duly approved committee of the Board of Administrators may be declared and paid on any securities, including Common Stock and other Junior Stock, every so often out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to take part in any such dividends.

WHEREAS, that pursuant to the provisions of the articles of incorporation, as amended, and the bylaws of the Corporation and applicable regulation, the Board of Directors previously created a collection of Most well-liked Stock, par worth $1.00 per share, and designated a variety of shares of such series and the voting and other powers, preferences and relative, collaborating, optional or different rights, and the qualifications, limitations and restrictions thereof, of the shares of such sequence, which might be set forth beneath.

The Company will (A) procure, at its sole expense, the listing of the Shares issuable upon train of this Warrant at any time, subject to issuance or discover of issuance, on all principal stock exchanges on which the Frequent Stock is then listed or traded and (B) keep such listings of such Shares at all times after issuance.

The Firm agrees that it’s going to not take any action which might entitle the Warrantholder to an adjustment of the Exercise Value if the overall variety of shares of Frequent Stock issuable after such action upon exercise of this Warrant, together with all shares of Frequent Inventory fashion dress then outstanding and all shares of Frequent Inventory then issuable upon the train of all outstanding options, warrants, conversion and different rights, would exceed the entire number of shares of Widespread Inventory then approved by its Constitution.

RESOLVED, that the Board of Administrators wishes to amend and restate the Certificates of Designations previously accepted by the Board of Directors and filed with the State of Nevada (i) to vary the licensed number of shares of Designated Most popular Stock in Part 1 from 42,500 to forty one,500; and (ii) to vary the definition of “Minimum Amount” in Half 3 from $10,625,000 to $10,375,000; and the beforehand designated Correct Officers be, and so they hereby are, and every of them appearing singly hereby is, licensed and directed to execute and file an Amended and Restated Certificate of Designations with the Secretary of State of the State of Nevada to effectuate such revision.

The Company agrees that the Shares so issued can be deemed to have been issued to the Warrantholder as of the close of enterprise on the date on which this Warrant and cost of the Exercise Price are delivered to the Firm in accordance with the terms of this Warrant, notwithstanding that the inventory transfer books of the Firm might then be closed or certificates representing such Shares might not be actually delivered on such date.

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