ex4_1.htm


    
      

    

    Exhibit 4.1

    
 

    
      		 
      	
              ROSS
      MILLER

              Secretary
      of State

              204
      North Carson Street, Suite 1

              Carson
      City, Nevada 89701-4520

              (775)
      684 5708

              Website:
      www.nvsos.gov

            


    

    


    
      	
               

               

              Certificate
      of Designation

              (PURSUANT
      TO NRS 78.1955)

               

               

            	
               

            


    

    


    
      	
              USE
      BLACK INK ONLY - DO NOT HIGHLIGHT

            	
              ABOVE
      SPACE IS FOR OFFICE USE ONLY

            


    

    


    Certificate
of Designation For

    Nevada
Profit Corporations

    (Pursuant
to NRS 78.1955)

    1.  Name
of corporation:

    


    NANOVIRICIDES,
INC.

    


    2.  By
resolution of the board of directors pursuant to a provision in the articles of
incorporation this certificate establishes the following regarding the voting
powers, designations, preferences, limitations, restrictions and relative rights
of the following class or series of stock.

    


    CERTIFICATE
OF DESIGNATION, RIGHTS AND PREFERENCES

    OF

    SERIES A
CONVERTIBLE PREFERRED STOCK

    OF

    NANOVIRICIDES,
INC.

    


    1.           Designation. The
designation of the series of preferred stock created hereby shall be "Series A
Convertible Preferred Stock" (the "Series A Preferred Stock") and the number of
shares constituting the Series A Preferred Stock shall be 7,000,000 shares, par
value $0.001 per share.

    


    (balance
attached)

    


    3.  Effective
date of filing: (optional)

    
      	 	
              (must
      not be later than 90 days after the certificate is
  filed)

            


    

    4.  Signature:
(required)

     

    
      	
              /s/
      Eugene Seymour,

            	 
      


    

    Signature
of Officer

     

    Filing
Fee: $175.00

     

    IMPORTANT: Failure to include
any of the above information and submit with the proper fees may cause this
filing to be rejected.

     

    
      	
              This
      form must be accompanied by appropriate fees.

            	
              Nevada
      Secretary of State Stock Designation

              Revised:
      3-6-09

            


    

    


    
      
        
           


        

        
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    CERTIFICATE
OF DESIGNATION, RIGHTS AND PREFERENCES

    OF

    SERIES
A CONVERTIBLE PREFERRED STOCK

    OF

    NANOVIRICIDES,
INC.

    


    (Continued)

    


    2.           Certain Definitions.
For the purposes of the Certificate of Designation, Preferences and Rights which
embodies this resolution, unless the context otherwise requires, capitalized
terms used and not otherwise defined in such Certificate of Designation,
Preferences and Rights shall have the following meanings (with terms defined in
the singular having comparable meanings when used in the plural):

     

    “Additional
Shares of Common Stock” shall mean all shares (including treasury shares) of
common stock issued or sold by the Company after the date hereof, whether or not
subsequently reacquired or retired by the Company, other than (i) shares of
common stock issued upon conversion of the Series A Preferred Stock or (ii)
shares of common stock issued concurrently with the issuance of the Series A
Preferred Stock.

    


    “Business
Day” shall mean any day on which banks are open for business in New York, New
York (other than a Saturday or Sunday), provided that any reference to “days”
(unless Business Days are specified) shall mean calendar days.

    


    “Commission”
shall mean the Securities and Exchange Commission or any successor federal
agency having similar powers.

    


    “Common
Stock” shall mean the common stock of the Company, par value $.001 per share,
and any stock into which such stock shall have been converted or changed or any
stock resulting from any reclassification of such stock and all other stock of
any class or classes (however designated) of the Company, the holders of which
shall have the right, without limitation as to amount, either to all or to a
share of the balance of current dividends and liquidating dividends after the
payment of dividends and distributions on any shares entitled to
preference.

    


    “Company”
shall mean NanoViricides, Inc., a Nevada corporation.

    


    “Conversion
Rate” shall mean the conversion rate set forth in Section 5.

    


    “Convertible
Security” shall mean with respect to the Company any evidence of indebtedness,
shares of stock (other than Common Stock) or other securities directly or
indirectly convertible into or exchangeable for Additional Shares of Common
Stock.

    


    
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.

    


    “Holder”
shall mean a holder of the Series A Preferred Stock.

    


    “Intellectual
Property” shall mean all of the patents, patent applications, provisional patent
applications, and other proprietary intellectual property granted to the
Company.

    


    “Options”
shall mean rights, options or warrants subscribe for, purchase or otherwise
acquire Additional Shares of Common Stock or Convertible
Securities.

    


    
      
        
           


        

        
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    “Other
Securities” shall mean, when referring to the Company, any stock (other than
Company Common Stock) and any other securities of the Company or any other
Person (corporate or otherwise) which the holder of Series A Preferred Stock
shall at any time be entitled to receive, or shall have received, upon
conversion of Series A Preferred Stock, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities.

    


    “Securities
Act” shall mean the Securities Act of 1933, as amended.

    


    


    3.           Dividends and
Distributions.  Holders of the Series A Preferred Stock shall
not be entitled to receive dividends.

    


    


    4.           Voting
Rights:

    


     
(a)           Each share
of Series A Preferred Stock shall vote at the rate of four votes per share,
together with the Common Stock, on all matters to which shareholders of the
Company are entitled to vote.

    


     
(b)           Whenever
holders of the Series A Preferred Stock are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken and signed by the holders of the Series A
Preferred Stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares of
Series A Preferred Stock entitled to vote thereon were present and
voted.

    


     
(c)           Holders of
the Series A Preferred Stock shall vote together as a separate class on all
matters which impact the rights, value, or ranking of the Common Stock or Series
A Preferred Stock, as provided herein.

    


     
(d)           So long as
any shares of the Series A Preferred Stock are outstanding, the Company shall
not without first obtaining the approval (by vote or written consent, as
provided by law) of a majority of the then outstanding shares of the Series A
Preferred Stock, voting as a separate class, by way of example and not
limitation.:

    


     (i)           adversely
alter or change the rights, preferences, designations or privileges of the
Series A Preferred Stock; or

    


     (ii)          amend
the Company’s Articles of Incorporation of By-laws in a manner that adversely
affects the rights, preferences, designations or privileges of the holders of
the Series A Preferred Stock;

    


    


    5.           Conversion. The
Holder of the Series A Preferred Stock shall have the right to convert (the
“Conversion Rights”) the Series A Preferred Stock into shares of Common Stock
solely upon a “Change of Control” of the Company.

    


     
(a)           Change of Control
Transaction.  For the purposes of this Certificate of
Designation, a Change of Control shall mean the occurrence of any of (a) an
acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (whether through legal or beneficial ownership of capital
stock of the Company, by contract or otherwise) of in excess of 40% of the
voting securities of the Company (other than by means of conversion or exercise
of the Series A Preferred Stock and the Securities issued together with the
Series A Preferred Stock), (b) the Company merges into or consolidates with any
other Person, or any Person merges into or consolidates with the Company and,
after giving effect to such transaction, the stockholders of the Company
immediately prior to such transaction own less than 60% of the aggregate voting
power of the Company or the successor entity of such transaction, (c) the
Company sells or transfers all or substantially all of its Intellectual Property
to another Person and the stockholders of the Company prior to such transaction
own less than 60% of the aggregate voting power of the acquiring entity
immediately after the transaction, or (d) the execution by the Company of an
agreement to which the Company is a party or by which it is bound, providing for
any of the events set forth in clauses (a) through (c) above.  In the
event of a Change in Control, the Company shall deliver a written notice to the
Holder of the Series A Preferred Stock at the Holder’s last known address as set
forth in the Series A Preferred Stock Register, advising the Holder of the
Change in Control (the “Notice”).

    


    
      
        
           


        

        
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(b)           Conversion.  Upon
the earlier to occur of a Change of Control Transaction or the delivery of
Notice by the Company, the Holders of any shares of Series A Preferred Stock
may, at such holder’s option, without any further consideration, at any time
,elect to convert all or any portion of the shares of Series A Preferred Stock
held by such person into a number of fully paid and nonassessable shares of
Common Stock on the basis four share of Common Stock per each share of Series A
Preferred Stock converted, subject to adjustment as set forth herein (the
“Conversion Rate”).  In the event of a liquidation, dissolution or
winding up of the Company, the Conversion Rights shall terminate at the close of
business on the last full day preceding the date fixed for the payment of any
such amounts distributable on such event to the holders of Series A Preferred
Stock.

    


     
(c)           Mechanics of
Conversion.  The conversion of the Series A Preferred Stock
shall be conducted in the following manner:

     

     (i)         
Holder’s Delivery Requirements.  To convert the Series A Preferred
Stock into full shares of Common Stock on any date, the holder thereof shall
transmit by overnight carrier (or otherwise deliver), for receipt on or prior to
5:00 p.m., New York time on such date, to the Company at its then principal
offices, Attention: Chief Financial Officer, the original certificates
representing the shares of Series A Preferred Stock being converted (the
“Preferred Stock Certificates”) and the original, fully-executed notice of
conversion in the form attached hereto as Exhibit A (the “Conversion
Notice”).

     

     (ii)        
Company’s Response. Upon receipt by the Company of the Conversion Notice and the
Preferred Stock Certificates, the Company shall immediately send, via facsimile,
a confirmation of receipt of such Conversion Notice to such holder and the
Company or its designated transfer agent (the “Transfer Agent”), as applicable,
shall, within five (5) business days following the date of receipt by the
Company of the fully executed Conversion Notice and Preferred Stock
Certificates, issue and deliver to the Holder, certificates registered in the
name of the Holder or its designee, representing the number of shares of Common
Stock to which the holder shall be entitled. If the number of shares of Series A
Preferred Stock represented by the Preferred Stock Certificate(s) submitted for
conversion is greater than the number of shares of Series A Preferred Stock
being converted, then the Company shall, as soon as practicable and in no event
later than five (5) business days after receipt of the Preferred Stock
Certificate(s) and at the Company’s expense, issue and deliver to the holder a
new Preferred Stock Certificate representing the number of shares of Series A
Preferred Stock not converted.

     

     (iii)       
Record Holder.
The person or persons entitled to receive the shares of Common Stock issuable
upon a conversion of the Series A Preferred Stock shall be treated for all
purposes as the record holder or holders of such shares of Common Stock from and
after the Conversion Date.

    


    
      
        
           


        

        
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(d)           Reservation of Common
Stock. The Company shall reserve out of its authorized but unissued
shares of Common Stock that number of its shares of Common Stock as shall be
sufficient to effect the conversion of all outstanding shares of the Series A
Preferred Stock.

    


     
(e)           Termination of Rights on
Conversion. All shares of the Series A Preferred Stock converted as
herein provided shall no longer be deemed to be outstanding, and all rights with
respect to such shares, including the rights, if any, to receive dividends,
notices and to vote, shall immediately cease and terminate on conversion, except
only the right of the holders thereof to receive shares of Common Stock in
exchange therefor. Any shares of Series A Preferred Stock so converted shall be
retired and canceled and shall not be reissued, and the Company may from
time-to-time take such appropriate action as may be necessary to reduce the
number of shares of authorized Series A Preferred Stock
accordingly.

    


     (f)          
 Adjustment for
Reclassification, Exchange, or Substitution. If the Common Stock issuable
upon the conversion of the Series A Preferred Stock shall be changed into the
same or a different number of shares of any class or classes of stock, whether
by capital reorganization, reclassification, or otherwise (other than a
subdivision or combination of shares or stock dividend, or a reorganization,
merger, consolidation, change of control, share exchange or sale of assets, as
provided for below), then and in each such event the holder of each share of
Series A Preferred Stock shall have the right thereafter to convert such share
into the kind and amount of shares of stock and other securities and property
receivable upon such reorganization, reclassification, or other change, by
holders of the number of shares of Common Stock into which such shares of Series
A Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or change, all subject to further adjustment
as provided herein.

    


     (g)           Adjustment for Merger,
Reorganization, Change of Control, etc. In addition to the convertibility
of the Series A Preferred Stock upon a Change of Control, in case of any
consolidation, merger or share exchange of the Company with or into another
corporation or the sale of all or substantially all of the assets of the Company
to another corporation or in the event that there is a Change of Control, then
each share of Series A Preferred Stock shall thereafter be convertible into the
kind and amount of shares of stock or other securities or property to which a
holder of the number of shares of Common Stock of the Company deliverable upon
conversion of such Series A Preferred Stock would have been entitled upon such
consolidation, merger or sale; and, in such case, appropriate adjustment (as
determined in good faith by the Board of Directors) shall be made in the
application of the provisions in this Section 5 set forth with respect to the
rights and interest thereafter of the holders of the Series A Preferred Stock,
to the end that the provisions set forth in this Section 5 (including provisions
with respect to changes in and other adjustments of the Series A Conversion
Rate) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property thereafter deliverable upon
the conversion of the Series A Preferred Stock.

    


     (h)           Adjustment to Conversion
Price Due to Stock Split, Stock Dividend, etc. If, prior to the
Conversion of all of the Series A Preferred Stock, (A) the number of outstanding
shares of Common Stock is increased by a stock split, a stock dividend on the
Common Stock, a reclassification of the Common Stock, or the distribution to
holders of Common Stock of rights or warrants entitling them to subscribe for or
purchase Common Stock at less than the then current market price thereof (based
upon the subscription or exercise price of such rights or warrants at the time
of the issuance thereof), the Conversion Price shall be proportionately reduced,
or (B) the number of outstanding shares of Common Stock is decreased by a
reverse stock split, combination or reclassification of shares, the Conversion
Price shall be proportionately increased.  In such event, the Company
shall notify the Transfer Agent of such change on or before the effective date
thereof.

    


    
      
        
           


        

        
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     (i)           
No Impairment.
The Company will not, by amendment of its Articles of Incorporation or through
any reorganization, transfer of assets, consolidation, merger, share exchange,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 5 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the holders of the Series A Preferred Stock against
impairment.

    


     
(j)           Certificate as to
Adjustments. Upon the occurrence of each adjustment or readjustment of
the Conversion Rate pursuant to this Section 5, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and furnish to each Holder a certificate setting forth such adjustment
and showing in detail the facts upon which such adjustment or readjustment is
based and shall file a copy of such certificate with its corporate records. The
Company shall, upon the written request at any time of any holder of Series A
Preferred Stock, furnish or cause to be furnished to such holder a similar
certificate setting forth (1) such adjustments and readjustments, (2) the
Conversion Rate then in effect, and (3) the number of shares of Common Stock and
the amount, if any, of other property which then would be received upon the
conversion of Series A Preferred Stock. Despite such adjustment or readjustment,
the form of each or all stock certificate representing Series A Preferred Stock,
if the same shall reflect the initial or any subsequent Conversion Rate, need
not be changed in order for the adjustments or readjustments to be valued in
accordance with the provisions of this Certificate of Designation, Preferences
and Rights which shall control.

    


     
(k)           Notice to
Shareholders. If:

    


     (1)          the
Company shall declare a dividend (or any other distribution) on its Common
Stock; or

    


     (2)          the
Company shall declare a special nonrecurring cash dividend or a redemption of
its Common Stock; or

    


     (3)          the
Company shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class or of any rights; or

    


     (4)          the
approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock of the Company (other than a
subdivision or combination of the outstanding shares of Common Stock), any
consolidation or merger to which the Company is a party, any sale or transfer of
all or substantially all of the assets of the Company, or any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or
property; or

    


    (5)           the
Company shall authorize the voluntary or involuntary dissolution, liquidation or
winding-up of the affairs of the Company;

    


    Then the
Company shall cause to be filed at each office or agency maintained for the
purpose of conversion of Series A Preferred Stock, and shall cause to be mailed
to the Holders of the Series A Preferred Stock at their last address as they
shall appear upon the stock books of the Company, at least twenty (20) calendar
days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are
to be determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, share exchange, dissolution, liquidation or winding-up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding-up; provided, however, that the failure to
mail such notice or any defect therein or in the mailing thereof shall not
affect the validity of the corporate action required to be specified in such
notice.

    


    
      
        
           


        

        
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(l)           Curative Provision.
If at any time conditions shall arise by reason of action taken by the Company
which in the opinion of the Board of Directors are not adequately covered by the
other provisions hereof and which might materially and adversely affect the
rights of the holders of Series A Preferred Stock (different than or
distinguished from the effect generally on rights of holders of any class of the
Company’s capital stock) or if at any time any such conditions are expected to
arise by reason of any action contemplated by the Company, the Company shall
mail a written notice briefly describing the action contemplated and the
material adverse effects of such action on the rights of the holders of the
Series A Preferred Stock at least thirty (30) calendar days prior to the
effective date of such action, and an appraiser selected by the holders of a
majority in interest of the Series A Preferred Stock shall give its opinion as
to the adjustment, if any (not inconsistent with the standards established in
this Section 5) of the Conversion Rate (including, if necessary, any adjustment
as to the securities into which shares of Series A Preferred Stock may
thereafter be convertible) and any distribution which is or would be required to
preserve without diluting the rights of the holders of shares of Series A
Preferred Stock; provided, however, that the Company, after receipt of the
determination by such appraiser, shall have the right to select an additional
appraiser, in which case the adjustment shall be equal to the average of the
adjustments recommended by each such appraiser. The Board of Directors shall
make the adjustment recommended forthwith upon the receipt of such opinion or
opinions or the taking of any such action contemplated, as the case may
be.

    


     
(m)           Issuance Taxes. The
issuance of certificates for shares of Common Stock on any conversion of Series
A Preferred Stock shall be made without charge to the holders thereof for any
documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificate, provided that the Company shall not be required
to pay any tax that may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate upon conversion in a name other
than that of the holder of such shares of Series A Preferred Stock so converted
and the Company shall not be required to issue or deliver such certificates or
until the person or persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the satisfaction
of the Company that such tax has been paid.

    


    


    6.           Ranking. For purposes
of the Certificate of Designation, Preferences and Rights embodying this
resolution, any stock of any class or series of the Company shall be deemed to
rank senior to shares of the Series A Preferred Stock, either as to dividends or
upon liquidation, if the holders of stock of such class or series shall be
entitled by the terms thereof to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up, as the case may be,
in preference or priority to the Holder of shares of the Series A Preferred
Stock.

    


    


    7.           Liquidation, Dissolution or
Winding Up. For purposes of the Certificate of Designation, Preferences
and Rights the shares of Series A Preferred Stock shall not be entitled to a
Liquidation Preference with the Common Stock and the other classes of the
Company’s securities upon the liquidation, dissolution, or winding up of the
Company.

    


    
      
        
           


        

        
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    8.           Miscellaneous
Provisions.

    


     
(a)           Shares Restricted.
Neither the shares of Series A Preferred Stock nor the shares of Common Stock
into which they are convertible have been registered under the United States
Securities Act of 1933, as amended, or applicable state securities laws. Such
securities have been offered, sold and issued pursuant to exemptions from such
laws.

    


     
(b)           Closing of Books. The
Company will at no time close its transfer books against the transfer of any
shares of Series A Preferred Stock or of any share of the Common Stock issued or
issuable upon the conversion of Series A Preferred Stock in any manner which
interferes with the timely conversion of such Series A Preferred
Stock.

    


     
(c)          Headings of
Subdivisions. The headings of the various Sections and other subdivisions
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.

    


     
(d)          Severability of
Provisions. If any voting powers, preferences and relative,
participating, optional and other special rights of the Series A Preferred Stock
and qualifications, limitations and restrictions thereon set forth in the
Certificate of Designation, Preferences and Rights embodying this resolution is
invalid, unlawful or incapable of being enforced by reason of any rule of law or
public policy, all other powers, preferences and relative, participating,
optional and other special rights of Series A Preferred Stock and
qualifications, limitations and restrictions thereon set forth therein which can
be given effect without the invalid, unlawful or unenforceable voting powers,
preferences and relative, participating, optional and other special rights of
Series A Preferred Stock and qualifications, limitations and restrictions
thereon shall, nevertheless, remain in full force and effect, and no voting
powers, preferences and relative, participating, optional or other special
rights of Series A Preferred Stock and qualifications, limitations and
restrictions thereon herein set forth shall be deemed dependent upon any other
such voting powers, preferences and relative, participating, optional or other
special rights of Series A Preferred Stock and qualifications, limitations and
restrictions thereon unless so expressed herein.

    
 

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