Iconic Brands Inc (ICNB)

[Joseph Knecht]

There would be no purpose in having the 10 "D" shares convert into 51% of the O/S if Rich didn't intend for it to mean 51% of the post-conversion O/S, but like so many elements of this corporate structure, the phraseology "Each share of Iconic Series D Convertible Preferred Stock is convertible into the equivalent of 5.1% of Iconic common stock issued and outstanding at the time of conversion" leaves some room for confusion.