MT PPM 080515-nl

SECTION 3: Exhibits

BYLAWS OF MOTHER’S TOUCH INC.

STOCK

Sec. 1

Issuance. Shares of stock may be issued in accordance with the Articles of Incorporation on such terms and conditions as may be determined by the Board of Directors. The form of stock certificates shall be signed (a) by the Chairman of the Board of Directors, or by the President or Vice President, and (b) by the Treasurer or an Assistant Treasurer, or by the Secretary or an Assistant Secretary and, if the corporation chooses to have a seal, shall be sealed with the corporate seal. Notwithstanding anything to the contrary herein provided in this section, the issuance of shares of stock in the corporation may be made subject to such additional restrictions, not inconsistent with the Articles of Incorporation, as may be imposed by written agreement by and between the registered owners of such and the corporation. Upon the execution of any such agreement, all certificates of stock of the corporation shall have endorsed upon them appropriate language referring to such agreement and a copy of such agreement shall be filed in the office of the Secretary of the corporation. Method of Transfer. Transfers of stock shall be made only on the books of the corporation, and the old certificate, properly endorsed or accompanied by a properly prepared and executed assignment, shall be surrendered and canceled before a new certificate is issued. All surrendered certificates shall be marked "canceled" with the date of cancellation by the Secretary and shall be immediately affixed to the stock books opposite the memorandum of their issue. Annual Meeting. The annual meeting of stockholders of the corporation shall be held on the 3 rd Friday in January of each year, (a) at the registered office of the corporation or at such other location that the Board of Directors shall determine or (b) in its sole discretion, the Board of Directors may determine that the meeting shall not be held at any place, but may be held solely by means of remote communication as authorized in K.S.A. 17-6501(a)(2), as may be amended and/or supplanted from time-to-time. Notice of Annual Meeting; Attendance. A notice of such annual meeting of the stockholders, either written, printed, or by electronic transmission, shall be sent not less than ten (10) nor more than sixty (60) days before such meeting to each voting stockholder to such stockholder's post office address or electronic message address STOCKHOLDERS' MEETINGS

Sec. 2

Sec. 3

Sec. 4

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