AMENDED
AND RESTATED ARTICLES OF INCORPORATION OF
NANOVIRICIDES,
INC.
PURSUANT
TO SECTIONS 78.380 AND 78.390 OF THE NEVADA
REVISED
STATUTES
NanoViricides, Inc., a corporation organized and existing under the laws of the
State of Nevada (the "Corporation"), hereby certifies as follows:
1.
The name of the Corporation is NanoViricides, Inc., and the original Articles of
Incorporation of the Corporation was filed with the Secretary of State of the
State of Nevada on April 1, 2005.
2.
These Amended and Restated Articles of Incorporation, which amend the provisions
of the Articles of Incorporation, as heretofore amended, has been duly adopted
by the Board of Directors of the Corporation and by action by written consent of
the stockholders of the Corporation in lieu of a meeting, in accordance with the
provisions of Section 78.320 of the Nevada Revised Statutes (“N.R.S.”) and, upon
filing with the Secretary of State of the State of Nevada in accordance with
Section 78.320 of the N.R.S., shall thenceforth supersede the original Articles
of Incorporation, as heretofore amended, and shall, as it may thereafter be
amended in accordance with its terms and applicable law, be the Articles of
Incorporation of the Corporation.
3.
The text of the Articles of Incorporation, as heretofore amended, is hereby
amended and restated in its entirety to read as follows:
ARTICLE
I
The name
of the corporation (hereinafter referred to as the ("Corporation")
is:
"NanoViricides,
Inc."
ARTICLE
II
The
address of the Corporation's registered office in the State of Nevada is 50 West
Liberty, Suite 880, Reno, Nevada 89501, in the City of Reno, County of Washoe.
The name of the Corporation's registered agent at such address is Nevada Agency
and Transfer Company.
ARTICLE
III
The
purpose of the Corporation shall be to engage in any lawful act or activity for
which corporations may be organized and incorporated under the Nevada Revised
Statutes (the "N.R.S.").
ARTICLE
IV
(a)
Authorized Capital Stock.
(i)
The total number of shares of
stock that the Corporation shall have authority to issue is 320,000,000,
consisting of (i) 300,000,000 shares of Common Stock, par value $0.001 per share
("Common Stock") and (ii) 20,000,000 shares of Preferred Stock, par value $0.001
per share ("Preferred Stock").
(b) Preferred
Stock. Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized to provide for the issuance of
shares of Preferred Stock in series and, by filing a certificate pursuant to the
N.R.S. (hereinafter, along with any similar designation relating to any other
class of stock that may hereafter be authorized, referred to as a "Preferred
Stock Designation"), to establish from time to time one or more classes of
Preferred Stock or one or more series of Preferred Stock, by fixing and
determining the number of shares to be included in each such class or
series, and to fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations and restrictions
thereof. The authority of the Board of Directors with respect to each series, is
hereby expressly vested in it and shall include, without limiting the generality
of the foregoing, determination of the following:
(i) the
designation of such class or series, which may be by distinguishing
number, letter or title;
(ii) the
number of shares of the series, which number the Board of Directors may
thereafter (except where otherwise provided in the Preferred Stock Designation)
increase or decrease (but not below the number of shares thereof then
outstanding);
(iii) the
amounts payable on, and the preferences, if any, of shares of the series in
respect of dividends payable and any other class or classes of capital stock of
the Corporation, and whether such dividends, if any, shall be cumulative or
noncumulative;
(iv)
dates on which dividends, if
any, shall be payable;
(v) whether
the shares of such class or series shall be subject to redemption by the
Corporation, and if made subject to redemption, the redemption rights and price
or prices, if any, for shares of the class or series;
(vi) The
terms and amount of any sinking fund provided for the purchase or redemption of
shares of the series;
(vii) the
amounts payable on and the preferences, if any, of shares of the series in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation;
(viii) whether
the shares of the series shall be convertible into or exchangeable for shares of
any other class or series, or any other security, of the Corporation or any
other corporation, and, if so, the specification of such other class or series
of such other security, the conversion or exchange price or prices or rate or
rates, any adjustments thereof, the date or dates at which such shares shall be
convertible or exchangeable and all other terms and conditions upon which such
conversion or exchange may be made;
(viiii)
Restrictions on the issuance of shares of the
same class or series or of any other class or series;
(x) whether
the holders of the shares of such class or series shall be entitle to vote, as a
class, series or otherwise, any and all matters of the corporation to which
holders of Capital Stock are entitled to vote;
(xi) the
restrictions and conditions, if any, upon the issuance or reissuance of any
Additional
Preferred Stock ranking or a party with or prior to such shares as to dividends
or upon distribution; and
(xii) any
othr preferences, limitations or relative rights of shares of such class or
series consistent with this Article III, the N.R.S. and applicable
law.
(c) Common
Stock. The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Each share of Common Stock shall be equal to each
other share of Common Stock. Except as may be provided in these Amended and
Restated Articles of Incorporation or in a Preferred Stock Designation, the
holders of shares of Common Stock shall be entitled to one vote for each such
share upon all questions presented to the stockholders.
ARTICLE
V
The Board
of Directors is hereby authorized to create and issue, whether or not in
connection with the issuance and sale of any of stock or other securities or
property of the Corporation, rights entitling the holders thereof to purchase
from the Corporation shares of stock or other securities of the Corporation or
any other corporation. The times at which and the terms upon which such rights
are to be issued will be determined by the Board of Directors and set forth in
the contracts or instruments that evidence such rights. The authority of the
Board of Directors with respect to such rights shall include, but not be limited
to, determination of the following:
(a) The
initial purchase price per share or other unit of the stock or other securities
or property to be purchased upon exercise of such rights;
(b) Provisions
relating to the times at which and the circumstances under which such rights may
be exercised or sold or otherwise transferred, either together with or
separately from, any other stock or other securities of the
Corporation;
(c) Provisions
that adjust the number or exercise price of such rights or amount or nature of
the stock or other securities or property receivable upon exercise of such
rights in the event of a combination, split or recapitalization of any stock of
the Corporation, a change in ownership of the Corporation's stock or other
securities or a reorganization, merger, consolidation, sale of assets or other
occurrence relating to the Corporation or any stock of the Corporation, and
provisions restricting the ability of the Corporation to enter into any such
transaction absent an assumption by the other party or parties thereto of the
obligations of the Corporation under such rights;
(d) Provisions
that deny the holder of a specified percentage of the outstanding stock or other
securities of the Corporation the right to exercise such rights and/or cause the
rights held by such holder to become void;
(e) Provisions
that permit the Corporation to redeem or exchange such rights; and
(f)
The appointment of a rights agent with respect to
such rights.
ARTICLE
VI
(a) Each
person who is or was or had agreed to become a director or officer of the
Corporation, or each such person who is or was serving or who had agreed to
serve at the request of the Board of Directors or an officer of the Corporation
as a director, officer or trustee of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executor,
administrators or estate of such person), shall be indemnified by the
Corporation, in accordance with the By-laws of the Corporation, to the fullest
extent permitted from time to time by the N.R.S. as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) or any other applicable laws as presently or hereafter in
effect.
(b) The
Corporation may, by action of the Board of Directors or through the adoption of
By-laws, provide indemnification to employees and agents of the Corporation, and
to persons serving as employees or agents of another corporation, partnership,
joint venture, trust or other enterprise, at the request of the Corporation,
with the same scope and effect as the foregoing indemnification of directors and
officers. The Corporation shall be required to indemnify any person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors or is a proceeding to enforce such person's claim to
indemnification pursuant to the rights granted by these Amended and Restated
Articles of Incorporation or otherwise by the Corporation.
(c) The
right to indemnification conferred in this Article V shall be a contract right
and shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition, such
advances to be paid by the Corporation within twenty (20) days after the receipt
by the Corporation of a statement or statements from the claimant requesting
such advance or advances from time to time; provided, however, that if the
N.R.S. requires, the payment of such expenses incurred by such a person in his
or her capacity as such a director or officer of the Corporation in advance of
the final disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article V or
otherwise.
(d) Without
limiting the generality or the effect of the foregoing, the Corporation may
enter into one or more agreements with any person that provide for
indemnification greater or different than that provided in this Article
V.
(e) Neither
any amendment or repeal of any Section of this Article V, nor the adoption of
any provision of these Amended and Restated Articles of Incorporation or the
By-laws of the Corporation inconsistent with this Article V, shall adversely
affect any right or protection of any director, officer, employee or other agent
established pursuant to this Article V existing at the time of such amendment,
repeal or adoption of an inconsistent provision, including without limitation by
eliminating or reducing the effect of this Article V, for or in respect of any
act, omission or other matter occurring, or any action or proceeding accruing or
arising (or that, but for this Article V, would accrue or arise), prior to such
amendment, repeal or adoption of an inconsistent provision.
ARTICLE
VII
(a)
The liability of the directors of the Corporation
for monetary damages shall be eliminated to the fullest extent permitted by the
N.R.S., as now or hereafter in effect. If the N.R.S. is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated to the fullest extent permitted by the N.R.S., as so
amended.
(b) Neither
any amendment or repeal of any Section of this Article VI, nor the adoption of
any provision of these Amended and Restated Articles of Incorporation or the
By-laws of the Corporation inconsistent with this Article VI, shall adversely
affect any right or protection of any director established pursuant to this
Article VI existing at the time of such amendment, repeal or adoption of an
inconsistent provision, including without limitation by
eliminating or reducing the effect of this Article VI, for or in respect of any
act, omission or other matter occurring, or any action or proceeding accruing or
arising (or that, but for this Article VI, would accrue or arise), prior to such
amendment, repeal or adoption of an inconsistent provision.
ARTICLE
VIII
Except as
may be expressly provided in these Amended and Restated Articles of
Incorporation, the Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in these Amended
and Restated Articles of Incorporation or a Preferred Stock Designation, and any
other provisions authorized by the laws of the State of Nevada at the time in
force may be added or inserted, in the manner now or thereafter prescribed
herein or by applicable law, and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to these Amended and Restated Articles of
Incorporation in its present form or as hereafter amended are granted subject to
the right reserved in this Article VII; provided, however, that any amendment or
repeal of Article V or Article VI of these Amended and Restated Articles of
Incorporation shall not adversely affect any right or protection existing
hereunder in respect of any act or omission occurring prior to such amendment or
repeal; and provided further that no Preferred Stock Designation shall be
amended after the issuance of any shares of the series of Preferred Stock
created thereby, except in accordance with the terms of such Preferred Stock
Designation and the requirements of applicable law.
IN WITNESS WHEREOF
,
NanoViricides, Inc. has caused these Amended and Restated Articles of
Incorporation to be signed by the undersigned officer, thereunto duly
authorized, this 23rd day of April, 2009.
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NANOVIRICIDES,
INC.
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By
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/s/
Eugene Seymour
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Eugene
Seymour,
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Chief
Executive
Officer
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