Operating Agreement

Hopkins Clothing LLC,

a California Limited Liability Company

THIS OPERATING AGREEMENT of Hopkins Clothing LLC (the “Company”) is

entered into as of the date set forth on the signature page of this Agreement by each of the
Members listed on Exhibit A of this Agreement.

A. The Members have formed the Company as a California limited liability

company under the California Revised Uniform Limited Liability Company Act. The
purpose of the Company is to conduct any lawful business for which limited liability
companies may be organized under the laws of the state of California. The Members hereby
adopt and approve the Articles of Organization of the Company filed with the California
Secretary of State.

B. The Members enter into this Agreement to provide for the governance of
the Company and the conduct of its business, and to specify their relative rights and
obligations.

ARTICLE 1: DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in this
Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set forth
in the California Revised Uniform Limited Liability Company Act.

“Agreement” means this Operating Agreement of the Company, as may be amended

from time to time.

“Capital Account” means, with respect to any Member, an account consisting of such
Member’s Capital Contribution, (1) increased by such Member’s allocated share of income
and gain, (2) decreased by such Member’s share of losses and deductions,
(3) decreased by any distributions made by the Company to such Member, and
(4) otherwise adjusted as required in accordance with applicable tax laws.

“Capital Contribution” means, with respect to any Member, the total value of
(1) cash and the fair market value of property other than cash and (2) services that are
contributed and/or agreed to be contributed to the Company by such Member, as listed on
Exhibit A, as may be updated from time to time according to the terms of this Agreement.

"Economic Interest” shall mean the proprietary interest of any Economic-Only

Interest Owner in the capital, income, losses, credits, and other economic rights and
interests of a limited liability company, including the right of the owner of the interest to
receive distributions from the limited liability company.
 An “Economic-Only Interest Owner” shall have an Economic Interest as defined in
this Agreement but shall not be a Member or have a Membership Interest. This Operating
Agreement does not contemplate any Economic-Only Interest Owners, except perhaps as a
result of a transfer of certain interests in the Company (see Article 7).

“Exhibit” means a document attached to this Agreement labeled as “Exhibit A,”

“Exhibit B,” and so forth, as such document may be amended, updated, or replaced from
time to time according to the terms of this Agreement.

“Manager” means each Person who has authority to manage the business and affairs
of the Company pursuant to this Agreement; such Persons are listed on Exhibit B, as may
be updated from time to time according to the terms of this Agreement. A Manager may be,
but is not required to be, a Member.

“Member” means each Person who acquires Membership Interest pursuant to this
Agreement or who has his/her Membership Interest recognized by this Agreement. The
Members are listed on Exhibit A, as may be updated from time to time according to the
terms of this Agreement. Each Member has the rights and obligations specified in this
Agreement.

“Membership Interest” means the entire ownership interest of a Member in the

Company at any particular time, including the right to any and all benefits to which a
Member may be entitled as provided in this Agreement and under the California Revised
Uniform Limited Liability Company Act, together with the obligations of the Member to
comply with all of the terms and provisions of this Agreement.

“Ownership Interest” means the Percentage Interest or Units, as applicable, based on

the manner in which relative ownership of the Company is divided.

“Percentage Interest” means the percentage of ownership in the Company that, with
respect to each Member, entitles the Member to a Membership Interest and is expressed as
either:

A. If ownership in the Company is expressed in terms of percentage, the

percentage set forth opposite the name of each Member on Exhibit A, as may be
adjusted from time to time pursuant to this Agreement; or

B. If ownership in the Company is expressed in Units, the ratio, expressed as a

percentage, of:

(1) the number of Units owned by the Member (expressed as “MU” in the
equation below) divided by

(2) the total number of Units owned by all of the Members of the Company
(expressed as “TU” in the equation below).

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 MU
Percentage Interest =
TU

“Person” means an individual (natural person), partnership, limited partnership,

trust, estate, association, corporation, limited liability company, or other entity, whether
domestic or foreign.

“Units” mean, if ownership in the Company is expressed in Units, units of

ownership in the Company, that, with respect to each Member, entitles the Member to a
Membership Interest which, if applicable, is expressed as the number of Units set forth
opposite the name of each Member on Exhibit A, as may be adjusted from time to time
pursuant to this Agreement.

ARTICLE 2: CAPITAL CONTRIBUTIONS, ADDITIONAL MEMBERS,

CAPITAL ACCOUNTS AND LIMITED LIABILITY

2.1 Initial Capital Contributions. The names of all Members and each of
their respective addresses, initial Capital Contributions, and Ownership Interests must
be set forth on Exhibit A. Each Member has made or agrees to make the initial Capital
Contribution set forth next to such Member’s name on Exhibit A to become a Member of the
Company.

2.2 Subsequent Capital Contributions. Members are not obligated to make

additional Capital Contributions unless unanimously agreed by all the Members. If
subsequent Capital Contributions are unanimously agreed by all the Members in a consent
in writing, the Members may make such additional Capital Contributions on a pro rata
basis in accordance with each Member’s respective Percentage Interest or as otherwise
unanimously agreed by the Members.

2.3 Additional Members.

A. With the exception of a transfer of interest (1) governed by Article 7 of this

Agreement or (2) otherwise expressly authorized by this Agreement, additional Persons
may become Members of the Company and be issued additional Ownership Interests only
if approved by and on terms determined by a unanimous written agreement signed by all of
the existing Members.

B. Before a Person may be admitted as a Member of the Company, that Person

must sign and deliver to the Company the documents and instruments, in the form and
containing the information required by the Company, that the Managers deem necessary or
desirable. Membership Interests of new Members will be allocated according to the terms of
this Agreement.

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 2.4 Capital Accounts. Individual Capital Accounts must be maintained for
each Member, unless (a) there is only one Member of the Company and (b) the Company
is exempt according to applicable tax laws. Capital Accounts must be maintained in
accordance with all applicable tax laws.

2.5 Interest. No interest will be paid by the Company or otherwise on Capital

Contributions or on the balance of a Member’s Capital Account.

2.6 Limited Liability; No Authority. A Member will not be bound by, or

be personally liable for, the expenses, liabilities, debts, contracts, or obligations of the
Company, except as otherwise provided in this Agreement or as required by the California
Revised Uniform Limited Liability Company Act. Unless expressly provided in this
Agreement, no Member, acting alone, has any authority to undertake or assume any
obligation, debt, or responsibility, or otherwise act on behalf of, the Company or any other
Member.

ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS

3.1 Allocations. Unless otherwise agreed to by the unanimous consent of the

Members any income, gain, loss, deduction, or credit of the Company will be allocated for
accounting and tax purposes on a pro rata basis in proportion to the respective Percentage
Interest held by each Member and in compliance with applicable tax laws.

3.2 Distributions. The Company will have the right to make distributions of cash
and property to the Members on a pro rata basis in proportion to the respective Percentage
Interest held by each Member. The timing and amount of distributions will be determined
by the Managers in accordance with the California Revised Uniform Limited Liability
Company Act.

3.3 Limitations on Distributions. The Company must not make a distribution to

a Member if, after giving effect to the distribution:

A. The Company would be unable to pay its debts as they become due in the
usual course of business; or

B. The fair value of the Company’s total assets would be less than the sum
of its total liabilities plus the amount that would be needed, if the Company were to be
dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of
Members, if any, whose preferential rights are superior to those of the Members receiving
the distribution.

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 ARTICLE 4: MANAGEMENT

4.1 Management.

A. Generally. Subject to the terms of this Agreement and the California Revised
Uniform Limited Liability Company Act, the business and affairs of the Company will be
managed by the Board of Managers, as further described below. The Members initially
nominate and elect the Person(s) set forth on Exhibit B to serve as the Manager(s) of the
Company. The Managers will act under the direction of the Members and may be elected
or removed at any time, for any reason or no reason, by the Members holding a majority of
the Voting Interest of the Company. Exhibit B must be amended to reflect any changes in
Managers.

B. Approval and Action. Unless greater or other authorization is required

pursuant to this Agreement or under the California Revised Uniform Limited Liability
Company Act for the Company to engage in an activity or transaction, all activities or
transactions must be approved by a majority of Managers, to constitute the act of the
Company or serve to bind the Company, but if the Managers cannot reach a majority vote,
the dispute will be submitted to the Members to be resolved by the affirmative vote of
the Members holding at least a majority of the Voting Interest of the Company. With such
approval, the signature of any Managers authorized to sign on behalf of the Company is
sufficient to bind the Company with respect to the matter or matters so approved. Without
such approval, no Managers acting alone may bind the Company to any agreement with
or obligation to any third party or represent or claim to have the ability to so bind the
Company.

C. Certain Decisions Requiring Greater Authorization. Notwithstanding clause

B above, the following matters require unanimous approval of the Members in a consent in
writing to constitute an act of the Company:

(i) A material change in the purposes or the nature of the Company’s

business;

(ii) With the exception of a transfer of interest governed by Article 7

of this Agreement, the admission of a new Member or a change in
any Member’s Membership Interest, Ownership Interest, Percentage
Interest, or Voting Interest in any manner other than in accordance
with this Agreement;

(iii) The merger of the Company with any other entity or the sale of all or
substantially all of the Company’s assets; and

(iv) The amendment of this Agreement.

4.2 Meetings of Managers. Regular meetings of the Managers are not required
but may be held at such time and place as the Managers deem necessary or desirable for the

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reasonable management of the Company. Meetings may take place in person, by conference
call, or by any other means permitted under the California Revised Uniform Limited
Liability Company Act. In addition, Company actions requiring a vote may be carried out
without a meeting if all of the Managers consent in writing to approve the action.

4.3 Officers. The Managers are authorized to appoint one or more officers
from time to time. The officers will have the titles, the authority, exercise the powers,
and perform the duties that the Managers determine from time to time. Each officer
will continue to perform and hold office until such time as (a) the officer’s successor is
chosen and appointed by the Managers; or (b) the officer is dismissed or terminated by
the Managers, which termination will be subject to applicable law and, if an effective
employment agreement exists between the officer and the Company, the employment
agreement. Subject to applicable law and the employment agreement (if any), each officer
will serve at the direction of Managers, and may be terminated, at any time and for any
reason, by the Managers.

ARTICLE 5: ACCOUNTS AND ACCOUNTING

5.1 Accounts. The Company must maintain complete accounting records of the
Company’s business, including a full and accurate record of each Company transaction.
The records must be kept at the Company’s principal executive office and must be open to
inspection and copying by Members during normal business hours upon reasonable notice
by the Members wishing to inspect or copy the records or their authorized representatives,
for purposes reasonably related to the Membership Interest of such Members. The costs of
inspection and copying will be borne by the respective Member.

5.2 Records. The Managers will keep or cause the Company to keep the following
business records.

(i) An up to date list of the Members, each of their respective full

legal names, last known business or residence address, Capital
Contributions, the amount and terms of any agreed upon future
Capital Contributions, and Ownership Interests, and Voting Interests;

(ii) A copy of the Company’s federal, state, and local tax information and
income tax returns and reports, if any, for the six most recent taxable
years;

(iii) A copy of the Articles of Organization of the Company, as may be

amended from time to time (“Articles of Organization”); and

(iv) An original signed copy, which may include counterpart signatures, of

this Agreement, and any amendments to this Agreement, signed by all
then-current Members.

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 5.3 Income Tax Returns. Within 45 days after the end of each taxable year, the
Company will use its best efforts to send each of the Members all information necessary for
the Members to complete their federal and state tax information, returns, and reports and
a copy of the Company’s federal, state, and local tax information or income tax returns and
reports for such year.

5.4 Subchapter S Election. The Company may, upon unanimous consent of the
Members, elect to be treated for income tax purposes as an S Corporation. This designation
may be changed as permitted under the Internal Revenue Code Section 1362(d) and
applicable Regulations.

5.5 Tax Matters Member. Anytime the Company is required to designate or select
a tax matters partner or partnership representative, pursuant to Section 6223 of the Internal
Revenue Code and any regulations issued by the Internal Revenue Service, the Members
must designate one of the Members as the tax matters partner or partnership representative
of the Company and keep such designation in effect at all times.

5.6 Banking. All funds of the Company must be deposited in one or more bank
accounts in the name of the Company with one or more recognized financial institutions.
The Managers are authorized to establish such accounts and complete, sign, and deliver any
banking resolutions reasonably required by the respective financial institutions in order to
establish an account.

ARTICLE 6: MEMBERSHIP VOTING AND MEETINGS

6.1 Members and Voting Rights. The Members have the right and power to
vote on all matters with respect to which the Articles of Organization, this Agreement,
or the California Revised Uniform Limited Liability Company Act requires or permits.
Unless otherwise stated in this Agreement (for example, in Section 4.1(c)) or required under
the California Revised Uniform Limited Liability Company Act, the vote of the Members
holding at least a majority of the Voting Interest of the Company is required to approve or
carry out an action.

6.2 Meetings of Members. Annual, regular, or special meetings of the Members

are not required but may be held at such time and place as the Members deem necessary
or desirable for the reasonable management of the Company. Meetings may be called by
any Member or Members, holding 10% or more of the Percentage Interests, for the purpose
of addressing any matters on which the Members may vote. A written notice setting forth
the date, time, and location of a meeting must be sent at least ten (10) days but no more
than sixty (60) days before the date of the meeting to each Member entitled to vote at the
meeting. A Member may waive notice of a meeting by sending a signed waiver to the
Company’s principal executive office or as otherwise provided in the California Revised
Uniform Limited Liability Company Act. In any instance in which the approval of the
Members is required under this Agreement, such approval may be obtained in any manner
permitted by the California Revised Uniform Limited Liability Company Act, including

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by conference call or similar communications equipment. Any action that could be taken
at a meeting may be approved by a consent in writing that describes the action to be taken
and is signed by Members holding the minimum Voting Interest required to approve the
action. If any action is taken without a meeting and without unanimous written consent of
the Members, notice of such action must be sent to each Member that did not consent to the
action.

ARTICLE 7: WITHDRAWAL AND TRANSFERS OF MEMBERSHIP INTERESTS

7.1 Withdrawal. Members may withdraw from the Company prior to the
dissolution and winding up of the Company by: (a) transferring or assigning all of their
Membership Interests; (b) providing written notice to the Company as to the withdrawal;
and (c) providing the Company with the written terms of any transfer or assignment. The
transfer or assignment may not take effect, absent written consent of all of the remaining
Members, until at least 30 days after the written notice and written terms are provided to
the Company. Subject to the provisions of Article 3, a Member that withdraws pursuant
to this Section 7.1 will be entitled to a distribution from the Company in an amount equal
to such Member’s Capital Account, which must be paid by the Company to such Member
within ninety (90) days of the withdrawal date unless otherwise agreed in writing.

7.2 Withdrawal by Death. The death of a Member shall be considered a

Withdrawal, generally subject to the other provisions of Article 7. The 30 Day period
referred to in Section 7.1 shall begin upon the company being notified of the death.

7.3 Restrictions on Transfer; Admission of Transferee. The Person acquiring

Membership Interest pursuant to Section 7.1 will not become a Member of the Company,
but rather will only be an Economic-Only Interest Owner, unless that Person is admitted as
a Member by written consent of all Members as set forth under Section 2.3(A).

7.4 Right of First Refusal. The Company has the right of first refusal with regard
to the transfer or assignment of any Membership Interests, including by way of death, and
has the 30 day period set forth in Section 7.1 or Section 7.2 to give formal written notice if
it is exercising that right. If the Company exercises its right of first refusal, it must either
match the offer being made to the withdrawing or transferring Member as set forth in the
notice provided by that member in Section 7.1 or purchase the Membership Interest at
the internal fair market value set forth in Section 7.5 or at a value the Company and the
withdrawing or transferring Member otherwise agree on. Unless the remaining Members
of the Company unanimously agree otherwise, the Membership Interests purchased from
the withdrawing or transferring Member shall be apportioned to the remaining Members
in direction proportion to their comparative Units of ownership. (In other words, if there
are a total of 100 ownership Units, with the four members owning 40, 30, 20, and 10 Units,
respectively, and the Member owning 20 units withdraws, and the Company exercises its
right of first refusal, the remaining three members would end up owning 50, 37.5, and 12.5
Units, respectively.)

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 7.5 Valuation of Company or an Interest in Company.

A. Valuation Process. Should the Company, or an interest in the Company,

need to be valued, a neutral, objective certified public accountant (“CPA”) shall be hired by
the Company to perform a valuation engagement. The selection of said CPA will be made
by unanimous vote of the Members, but if the Members cannot agree, then each Member
will select a CPA, and each of those CPAs will each perform a valuation engagement, the
Company must allow each CPA access to the information each CPA needs in order to
properly perform a valuation engagement.

B. Valuation Engagement and Valuation Standard. The CPA(s) must use

valuation and ethics standards consistent with those approved by the American Institute of
Certified Public Accountants (“AICPA”). If multiple CPAs are providing valuations, then
they shall all attempt to agree on the methodology to be used, such as those set forth by
the AICPA, and use that methodology. Written valuation reports and conclusions of value
shall be provided within 90 days of the event triggering the decision to have a valuation
engagement performed. All valuation reports and conclusions of values shall identify the
valuation method used.

C. Final Determination as to Fair Market Value. The conclusion of value, or

average of the conclusions of value shall be called the “fair market value”.

D. Final Determination as to Internal Fair Market Value. 90% of the conclusion

of value, or average of the conclusions of value, shall be called the “internal fair market
value”.

ARTICLE 8: DISSOLUTION

8.1 Dissolution. The Company will be dissolved upon the first to occur of the
following events:

(i) The vote of the Members holding at least of the Voting Interest of the
Company to the Company;

(ii) Entry of a decree of judicial dissolution under Section 17707.01 of the

California Revised Uniform Limited Liability Company Act;

(iii) The sale or transfer of all or substantially all of the Company’s assets;

(iv) A merger or consolidation of the Company with one or more entities

in which the Company is not the surviving entity.

(v) The Company has no members during 90 consecutive days, except on

the death of a natural person who is the sole member of the Company,
the status of the member, including Membership Interest, may pass to

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 the heirs, successors, and assigns of the member by will or applicable
law.

8.2 No Automatic Dissolution Upon Certain Events. Unless otherwise set forth
in this Agreement or required by applicable law, the death, incapacity, disassociation,
bankruptcy, or withdrawal of a Member will not automatically cause a dissolution of the
Company.

ARTICLE 9: INDEMNIFICATION

9.1 Indemnification. The Company has the power to defend, indemnify, and hold
harmless any Person who was or is a party, or who is threatened to be made a party, to any
Proceeding (as that term is defined below) by reason of the fact that such Person was or is
a Member, Manager, officer, employee, representative, or other agent of the Company, or
was or is serving at the request of the Company as a director, Manager, Governor, officer,
employee, representative or other agent of another limited liability company, corporation,
partnership, joint venture, trust, or other enterprise (each such Person is referred to as a
“Company Agent”), against Expenses (as that term is defined below), judgments, fines,
settlements, and other amounts (collectively, “Damages”) to the maximum extent now or
hereafter permitted under California law. “Proceeding,” as used in this Article 9, means any
threatened, pending, or completed action, proceeding, individual claim or matter within a
proceeding, whether civil, criminal, administrative, or investigative. “Expenses,” as used in
this Article 9, includes, without limitation, court costs, reasonable attorney and expert fees,
and any expenses incurred relating to establishing a right to indemnification, if any, under
this Article 9.

9.2 Mandatory. The Company must defend, indemnify and hold harmless
a Company Agent in connection with a Proceeding in which such Company Agent is
involved if, and to the extent, California law requires that a limited liability company
indemnify a Company Agent in connection with a Proceeding.

9.3 Expenses Paid by the Company Prior to Final Disposition. Expenses of each
Company Agent indemnified or held harmless under this Agreement that are actually and
reasonably incurred in connection with the defense or settlement of a Proceeding may be
paid by the Company in advance of the final disposition of a Proceeding if authorized by a
vote of the Members that are not seeking indemnification holding a majority of the Voting
Interests (excluding the Voting Interest of the Company Agent seeking indemnification)
or a majority of the Managers that are not seeking indemnification, as the case may be.
Before the Company makes any such payment of Expenses, the Company Agent seeking
indemnification must deliver a written undertaking to the Company stating that such
Company Agent will repay the applicable Expenses to the Company unless it is ultimately
determined that the Company Agent is entitled or required to be indemnified and held
harmless by the Company (as set forth in Sections 9.1 or 9.2 above or as otherwise required
by applicable law).

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 ARTICLE 10: GENERAL PROVISIONS

10.1 Notice. (a) Any notices (including requests, demands, or other

communications) to be sent by one party to another party in connection with this
Agreement must be in writing and delivered personally, by reputable overnight courier,
or by certified mail (or equivalent service offered by the postal service from time to time)
to the following addresses or as otherwise notified in accordance with this Section: (i) if to
the Company, notices must be sent to the Company’s principal executive office; and (ii) if
to a Member, notices must be sent to the Member’s last known address for notice on record.
(b) Any party to this Agreement may change its notice address by sending written notice
of such change to the Company in the manner specified above. Notice will be deemed to
have been duly given as follows: (i) upon delivery, if delivered personally or by reputable
overnight carrier or (ii) five days after the date of posting if sent by certified mail.

10.2 Entire Agreement; Amendment. This Agreement along with the Articles of
Organization (together, the “Organizational Documents”), constitute the entire agreement
among the Members and replace and supersede all prior written and oral understandings
and agreements with respect to the subject matter of this Agreement, except as otherwise
required by the California Revised Uniform Limited Liability Company Act. There are
no representations, agreements, arrangements, or undertakings, oral or written, between
or among the Members relating to the subject matter of this Agreement that are not fully
expressed in the Organizational Documents. This Agreement may not be modified or
amended in any respect, except in a writing signed by all of the Members, except as
otherwise required or permitted by the California Revised Uniform Limited Liability
Company Act.

10.3 Governing Law; Severability. This Agreement will be construed and

enforced in accordance with the laws of the state of California. If any provision of this
Agreement is held to be unenforceable by a court of competent jurisdiction for any reason
whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this
Agreement (including without limitation, all portions of any provisions containing any
such unenforceable provision that are not themselves unenforceable) will not in any way
be affected or impaired thereby, and (ii) to the fullest extent possible, the unenforceable
provision will be deemed modified and replaced by a provision that approximates the
intent and economic effect of the unenforceable provision and the Agreement will be
deemed amended accordingly.

10.4 Further Action. Each Member agrees to perform all further acts and execute,
acknowledge, and deliver any documents which may be reasonably necessary, appropriate,
or desirable to carry out the provisions of this Agreement.

10.5 No Third Party Beneficiary. This Agreement is made solely for the benefit
of the parties to this Agreement and their respective permitted successors and assigns,
and no other Person or entity will have or acquire any right by virtue of this Agreement.

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This Agreement will be binding on and inure to the benefit of the parties and their heirs,
personal representatives, and permitted successors and assigns.

10.6 Incorporation by Reference. The recitals and each appendix, exhibit,

schedule, and other document attached to or referred to in this Agreement are hereby
incorporated into this Agreement by reference.

10.7 Counterparts. This Agreement may be executed in any number of

counterparts with the same effect as if all of the Members signed the same copy. All
counterparts will be construed together and will constitute one agreement.

[Remainder Intentionally Left Blank.]

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 IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Operating Agreement and do each hereby represent and warrant that their respective
signatory, whose signature appears below, has been and is, on the date of this Agreement,
duly authorized to execute this Agreement.

Dated: __________________________

____________________________________________
Signature of Gaige Boyer Hopkins

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 EXHIBIT A
MEMBERS

The Members of the Company and their respective addresses, Capital Contributions,
and Ownership Interests are set forth below. The Members agree to keep this Exhibit A
current and updated in accordance with the terms of this Agreement, including, but not
limited to, Sections 2.1, 2.3, 2.4, 7.1, 7.2, and 10.1.

Members Capital Contribution Percentage Interest

Gaige Boyer Hopkins __________________ 100%

1231 Ridge Point Ct
Chula Vista, California 91913

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 EXHIBIT B
MANAGERS

Manager(s) of the Company are set forth below.

●
Zeeshan Ghaffar

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