Party Dress

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Look knockout, whatever the occasion this party season with our contemporary drop of going out attire. RESOLVED, that the Board of Administrators wishes to amend and restate the Certificates of Designations beforehand authorised by the Board of Directors and filed with the State of Nevada (i) to vary the approved variety of shares of Designated Preferred Stock in Part 1 from forty two,500 to forty one,500; and (ii) to alter the definition of “Minimal Amount” in Part three from $10,625,000 to $10,375,000; and the previously designated Proper Officers be, they usually hereby are, and each of them acting 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.

Upon request by the Investor at any time following the Closing Date, the Firm shall promptly enter right into a depositary association, pursuant to customary agreements moderately passable to the Investor and with a depositary moderately acceptable to the Investor, pursuant to which the Preferred Shares could also be deposited and depositary shares, each representing a fraction of a Most well-liked Share as specified by the Investor, may be issued.

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(iv) If during any interval when an efficient Shelf Registration Statement shouldn’t be available, the Company proposes to register any of its equity securities, other than a registration pursuant to Part four.5(a)(i) or a Particular Registration, and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Firm will give prompt written notice to the Investor and all different Holders of its intention to impact such a registration (however in no event lower than ten days previous to the anticipated filing date) and can embody in such registration all Registrable Securities with respect to which the Company has acquired written requests for inclusion therein inside ten business days after the date of the Company’s discover (a “Piggyback Registration”).

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This letter settlement (including the Schedules hereto) and the Securities Purchase Agreement (including the Annexes thereto) and the Warrant represent the whole settlement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the events, with respect to the subject material hereof.

The Preferred Shares have been duly and validly licensed, and, when issued and delivered pursuant to this Settlement, such Most well-liked Shares might be duly and validly issued and totally paid and non-assessable, is not going to be issued in violation of any preemptive rights, and party dress can rank pari passu with or senior to all other sequence or courses of Most popular Stock, whether or not or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the occasion of any dissolution, liquidation or winding up of the Firm.

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