mt_ppm_080515-nl

Mother’s Touch, Inc.

outstanding stock entitled to vote thereon or (b) (iii) by a majority vote of the Board of Directors of the corporation at a meeting at which a quorum is present or (iv) by a consent by electronic transmission or a written consent of the full Board of Directors. Notice of any change of the Bylaws undertaken by the Board of Directors shall be given to each stockholder having voting rights within ten (10) days after the date of such action by the Board of Directors. Indemnification. The corporation shall indemnify all directors, officers, employees and agents to the extent provided in the corporation's Articles of Incorporation. In Person. For the purpose of these Bylaws, the term "in person" shall include attendance by a stockholder and/or director, as applicable, by remote communication in accordance with these Bylaws.

Sec. 33

Sec. 34

The above Bylaws were adopted at the first meeting of the Board of Directors

of Mother’s Touch Inc. held on the 5th of January, 2015.

____________________________________ Patty Nicholas Secretary of the Meeting

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