ation of law as a resultof such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, 1.01 par value (the "Common Stock") to Epstein (dit"Additional Shares'); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best i

tion of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best

tion of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best

tion of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best

tion of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best

tion of law as a result of such Merger, the Corporation is to issue an additional ten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the "Additional Shares"); WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the best

ation of law as a result.of such Merger, the Corporation is to issue an additionalten thousand (10,000) shares of its Common Stock, $.01 par value (the "Common Stock") to Epstein (the"Additional Shuts"); . WHEREAS, the Board of Directors of the Corporation has determined that it is both advisable and in the bat i

ration oflaw as a result of such Merger,rne Corporation is to issue an additional ten thousand (10,000) shares of its Commen Stock, 5.01 par value (the "Common Stock") to Epstein/ (the "Additional Shates'); WHEREAS, the Board of Directors of the Corporation has deterrnmed that it is both advisible' and in the bes

ed on Exhibit B hereto (the "Investors"). WITNESSETH WHEREAS, the Key Holders are the beneficial owners of shares of common stock of the Company (the "Common Stock") and/or options to purchase Common Stock; WHEREAS, certain of the Investors are purchasing shares of the Company's Series 5 Preferred Stock (the "S

he "Company"). WHEREAS, the Company has issued and sold certain Debentures convertible into shares of Common Stock of the Company, par value $0.001 (the "Common Stock"), pursuant to a Securities Subscription Agreement, dated as of [ ] [ 1, 20 [ ] (the "Subscription Agreement"), between the Investor and the Compan

on with the organization of the Corporation. RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, no par value (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be filed with this Consent, be, and the same hereby is approved and ado

ration oflaw as a result of such Merger,rne Corporation is to issue an additional ten thousand (10,000) shares of its Commen Stock, 5.01 par value (the "Common Stock") to Epstein/ (the "Additional Shates'); WHEREAS, the Board of Directors of the Corporation has deterrnmed that it is both advisible' and in the bes

ime of payment is legal tender for public and private debts or, at the option of the Holder, in shares of Common Stock, par value $0.001 per share (the "Common Stock"), under the same conversion formula as stated herein at the address of the Holder last appearing on the Debenture Register of the Company as design

he "Company"). WHEREAS, the Company has issued and sold certain Debentures convertible into shares of Common Stock of the Company, par value $0.001 (the "Common Stock"), pursuant to a Securities Subscription Agreement, dated as of [ ] [ 1, 20 [ ] (the "Subscription Agreement"), between the Investor and the Compan

ed on Exhibit B hereto (the "Investors"). WITNESSETH WHEREAS, the Key Holders are the beneficial owners of shares of common stock of the Company (the "Common Stock") and/or options to purchase Common Stock; WHEREAS, certain of the Investors are purchasing shares of the Company's Series 5 Preferred Stock (the "S

o the conditions hereinafter set forth, to subscribe for and purchase ) shares (the "Shares") of the fully paid and nonassessable Common Stock (the "Common Stock"), par value $0.0001 per share, of LaserSculpt, Inc. (the "Company"), a Delaware corporation, at an exercise price (the "Exercise Price") that shall

ies Act"), there are also being registered hereby an additional indeterminate number of shares of the Registrant's Common Stock, $0.0001 par value (the "Common Stock") as may become issuable to the selling stockholders as a result of stock splits, stock dividends and similar transactions, and, in ... www.sec.gov

ties Act"), there are also being registered hereby an additional indeterminate number of shares of the Registrants Common Stock, $0.0001 par value (the "Common Stock") as may become issuable to the selling stockholders as a result of stock splits, stock dividends and similar transactions, and, in ... www.sec.gov

ies Act"), there are also being registered hereby an additional indeterminate number of shares of the Registrant's Common Stock, $0.0001 par value (the "Common Stock") as may become issuable to the selling stockholders as a result of stock splits, stock dividends and similar transactions, and, in ... www.sec.gov

n of the Corporation; and it is further RESOLVED, that the specimen of stock certificate to evidence shares of the Common Stock, par value of 5.00 (the "Common Stock"), of the Corporation in the form submitted to the undersigned, which is to be fled with this Consent, be and the same hereby is, approved and adopte