Exhibit 3(i) and 4(v)

 
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| **Form 404**

**(revised 9/05)**                                                                                                          |  

**Articles of Amendment  Pursuant to Article 4.04,  Texas Business  Corporation Act** |                                                                                           | This space reserved for office use. |
| Return in duplicate to:    Secretary of State  P.O. Box 13697  Austin, TX 78711-3697  512 463-5555  FAX: 512/463-5709**Filing Fee: $150** |                                                                                               | FILED

In the  Office of the

Secretary of  State of Texas

Oct 16 2009

Corporations  Section |
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**Article 1 –Name**

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Thename of the corporation is as set forth below:

 

Retractable Technologies, Inc. 

State the name of theentity as it is currently shown in the records of the secretary of state. Ifthe amendment changes the name of the entity, state the old name and not thenew name in Article 1.

 
| The  filing number issued to the corporation by the secretary of state is: | 131149700 |   |
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**Article 2—Amended Name**

 

(If the purpose ofthe articles of amendment is to change the name of the corporation, then usethe following statement)

 

Theamendment changes the articles of incorporation to change the article thatnames the corporation. The article in the Articles of Incorporation is amendedto read as follows:

 

Thename of the corporation is (state the new name of the corporation below)

 

 

The name of the entitymust contain an organizational designation or accepted abbreviation of suchterm. The name must not be the same as, deceptively similar to, or similar tothat of an existing corporate, limited liability company, or limitedpartnership name on file with the secretary of state. A preliminary check for “nameavailability” is recommended.

 

**Article 3 —Amendment to RegisteredAgent/Registered Office**

Theamendment changes the articles of incorporation to change the article statingthe registered agent and the registered office address of the corporation. Thearticle is amended to read as follows:

 

Registered Agent ofthe Corporation(Complete either A or B, but not both. Also complete C.)

o A.  The registered agent is an organization **(cannot be corporation namedabove)** by the name of:

 

**OR**

 

o B. The registered agent is an individualresident of the state whose name is set forth below.
| First Name | MI     | Last Name | Suffix |
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|       |   |      |   |

 

Registered Office of the Corporation (Cannot be a P.O. Box.)
| C.  The business address of the registered agent and the registered office  address is: |
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| Street Address                                                                          | City | State | Zip Code |
|                                                                                    |   | TX |   |

 

| Form 404 |   | 4 |   |   |
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**Article 4 — Other Altered, Added, or DeletedProvisions**

 

Other changes or additionsto the articles of incorporation may be made in the space provided below. Ifthe space provided is insufficient to meet your needs, you may incorporate theadditional text by providing an attachment to this form. Please read theinstructions to this form for further information on format.

 

Text Area (The attachedaddendum, if any, is incorporated herein by reference.)

 
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| The  attached addendum (Exhibit F) is incorporated herein by reference,  replacing Exhibits F and G.                                                                                                                                                                                                                                                                                                                                                                                               |
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| Article 4.10  shall be deleted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| Article 4.09  shall be amended to state: “The relative rights and preferences of the shares  of the Series V Preferred Stock Class B are set forth in the Certificate  of Designation, Preferences, Rights, and Limitations of the Series V  Class B Convertible Preferred Stock of the Corporation as amended  October 14, 2009, which certificate is attached hereto and incorporated  herein for all purposes as Exhibit F.”

 

 

 

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**Article 5****—****Statement of Approval**

 

Theamendments to the articles of incorporation have been approved in the mannerrequired by the Texas Business Corporation Act and by the constituent documentsof the corporation.

 
| **Effectiveness of Filing** |
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A.R  Thisdocument will become effective when the document is filed by the secretary ofstate.

 

**OR**

 

B. o  This document will become effective at a laterdate, which is not more than ninety (90) days from the date of its filing bythe secretary of state. The delayed effective date is                                      

 
| **Execution** |
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Theundersigned signs this document subject to the penalties imposed by law for thesubmission of a false or fraudulent document.

 

 
| October 14,  2009 |   |
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| Date                   |   |

 

|   |      | s/ Thomas J. Shaw                |
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|   |      | Signature of Authorized  Officer |
|   |  By: | Thomas J. Shaw, President        |

 
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|   | **Print**  | ** ** | **Reset**  |
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| Form 404 |   | 5 |   |   |
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AMENDED CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS ANDLIMITATIONS

OF THE SERIES V CLASS B CONVERTIBLE PREFERRED STOCK

OF

RETRACTABLE TECHNOLOGIES, INC.

 

Pursuant to Article 2.13 of the Texas BusinessCorporation Act and Article Four of its Third Amended and RestatedArticles of Incorporation (the “Articles of Incorporation”), RetractableTechnologies, Inc., a corporation organized and existing under the laws ofthe State of Texas (the “Corporation”),

 

DOES HEREBY CERTIFY that, pursuant to the authorityconferred upon the Board of Directors of the Corporation by the Articles ofIncorporation, as amended, and pursuant to the Texas Business Corporation Act,said Board of Directors, on April 15, 2002, at a meeting duly called andnoticed adopted a resolution by all necessary action on the part of theCorporation providing for the creation of a series of Preferred Stockconsisting of not more than 1,500,000 shares of Series V Class BConvertible Preferred Stock, which resolution was amended by a Board resolutiondated June 20, 2002 to increase the number of shares to 3,097,855 andwhich resolution now reads as follows:

 

RESOLVED that, pursuant to the authority provided in theCorporation’s Articles of Incorporation and expressly granted to and vested inthe Board of Directors of the Corporation, the Board of Directors herebycreates out of the Preferred Stock, par value One Dollar ($1.00) per share, ofthe Corporation a series of Preferred Stock called the Series V Class BPreferred Stock, consisting of not more than 3,097,855 shares, which shall besubordinate to the Series A Convertible Preferred and Series Ithrough IV Class B Convertible Preferred Stock, and the Board of Directorshereby fixes the designation and the powers, preference and rights, and the qualifications,limitations, and restrictions thereof, to the extent not otherwise provided inthe Corporation’s qualifications, limitations, and restrictions thereof, to theextent not otherwise provided in the Corporation’s Articles of Incorporation,as follows:

 

1.     Designationof Series. The designation of the series of Preferred Stock created by theseresolutions shall be “Series V Class B Convertible Preferred Stock”(the “Series V Class B Preferred Stock”).

 

2.     Dividendson Series V Class B Preferred Stock

 

a.     DividendAmount. The holders of the Series V Class B Preferred Stock shall beentitled to receive, in any calendar year, if, when, and as declared by theBoard of Directors, out of any assets at the time legally available thereforand subject to the further limitations set out herein, dividends at the perannum rate of $.32 per share, all such dividends due quarterly in arrears as ofthe last day of each March, June, September, and December of each year,the first dividend being declarable on December 31, 2002. On each datewhich a dividend may be declared is hereafter called the “Dividend Date,” andeach quarterly period ending with a Dividend Date is hereinafter referred to asthe “Dividend Period.” Dividends shall be payable 15 calendar days after theDividend Due Date; provided, however, that if such date on which a dividend ispayable is a Saturday, Sunday, or legal holiday, such dividend shall be payableon the next following business day to the holders of record (whether singularor plural, the “Holder”).

 

b.     DividendsCumulative. Dividends upon the Series V Class B Preferred Stock shallbe accrued and be cumulative, whether or not in any Dividend Period or Periodsthere shall be funds of the Corporation legally available for the payment of suchdividends.

 

c.     DividendAccrual. On each Dividend Due Date all dividends which shall have accrued sincethe last Dividend Due Date on each share of Series V Class BPreferred Stock outstanding on such Dividend Due Date shall accumulate and bedeemed to become “due.” Any dividend which shall not be paid on the DividendDue Date on which it shall become due shall be deemed to be “past due” untilsuch dividend shall be paid or until the share of Series V Class BPreferred Stock with respect to which such dividend became due shall no longerbe outstanding, whichever is the earlier to occur. No interest, sum of money inlieu of interest, or other property or securities shall be payable in respectof any dividend payment or payments which are past due. Dividends paid onshares of Series V Class B Preferred Stock in an amount less than thetotal amount of such dividends at the time accumulated and payable on suchshares shall be allocated pro rata on a share-by-share basis among all suchshares at the time

 

|   |   | 1 | ** ** | **Exhibit F** |
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outstanding. Dividend payments madewith respect to a Dividend Due Date shall be deemed to be made in payment ofthe dividends which became due on that Dividend Due Date.

 

d.     DividendArrearage. If a dividend upon any shares of Series V Class BPreferred Stock is in arrears, all dividends or other distributions declaredupon shares of the Series V Class B Preferred Stock (other thandividends paid in stock of the Corporation ranking junior to the Series V Class BPreferred Stock as to dividends and upon liquidation, dissolution, or windingup) may only be declared pro rata. Except as set forth above, if a dividendupon any shares of Series V Class B Preferred Stock is in arrears: (i) nodividends (in cash, stock, or other property) may be paid or declared and setaside for payment upon any stock of the Corporation ranking junior to the Series VClass B Preferred Stock as to dividends (other than dividends ofdistributions in stock of the Corporation ranking junior to the Series V Class BPreferred Stock as to dividends and upon liquidation, dissolution, or windingup); and (ii) no preferred stock of the Corporation ranking junior to the Series VClass B Preferred Stock as to dividends may be redeemed pursuant to asinking fund or otherwise, except (1) by means of redemption pursuant towhich all outstanding shares of the Series V Class B Preferred Stockare redeemed, or (2) by conversion of any such junior stock into, orexchange of any such junior stock into, or exchange of any such junior stockfor stock of the Corporation ranking junior to the Series V Class BPreferred Stock as to dividends and upon liquidation, dissolution, or windingup. Notwithstanding anything in this Certificate to the contrary, theCorporation shall be entitled to purchase any of its shares ranking junior tothe Series V Class B Preferred Stock (including Common shares) on anyterms it fixes, even where a dividend upon shares of Series V Class BPreferred Stock is in arrears, so long as: (A) the cash assets of the Corporation as of its latest reportingperiod equals or exceeds $40,000,000 or (B) if the cash assets of theCorporation as of its latest reporting period was less than $40,000,000, theamount of funds utilized to purchase such shares within the next quarter doesnot exceed 25% of the value of the cash assets as of the previous reportingperiod.

 

3.     General,Class, and Series Voting Rights. Except as provided in this Section 3,or as otherwise from time to time required by law, the Series V Class BPreferred Stock shall have no voting rights.

 

So long as any shares of Series VClass B Preferred Stock remain outstanding, the consent of the holders ofat least 51% of the shares of Series V Class B Preferred Stockoutstanding at the time voting separately as a class, given in person or byproxy, either in writing at any special or annual meeting called for thepurpose, shall be necessary to permit, effect, or validate any one or more ofthe following:

 

(i)    Theauthorization, creation, or issuance, or any increase in the authorized orissued amount, of any class or series of stock (including any class or seriesof Preferred Stock) ranking equal or prior to the Series V Class BPreferred Stock; or

 

(ii)   Theamendment, alteration, or repeal, whether by merger, consolidation, orotherwise, of any of the provisions of the Articles of Incorporation or of thisresolution which would alter or change the powers, preferences, or specialrights of the shares of the Series V Class B Preferred Stock so as toaffect them adversely; provided, however, that any increase in the amount ofauthorized Preferred Stock, or the creation and issuance of other series ofPreferred Stock ranking junior to the Series V Class B PreferredStock with respect to the payment of dividends and the distribution of assetsupon liquidation, dissolution, or winding up, shall not be deemed to adverselyaffect such powers, preferences, or special rights.

 

The foregoing voting provisionsshall not apply if, at or prior to the time when the act with respect to whichsuch vote would otherwise be required shall be effected, all outstanding sharesof Series V Class B Preferred Stock shall have been redeemed orsufficient funds shall have been deposited in trust to effect such redemption.

 

4.   Redemption.The outstanding shares of Series V Class B Preferred Stock shall benonredeemable prior to the lapse of two (2) years from the date ofissuance. On and after such date, the Series V Class B PreferredStock may be redeemed at the option of the Corporation, as a whole at any timeor in part from time to time, at the Redemption Price of $4.40 per share plusall dividends (whether or not declared or due) accrued and unpaid to

 

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the date of redemption (subject tothe right of the holder of record of shares of Series V Class BPreferred Stock on a record date for the payment of a dividend on the Series VClass B Preferred Stock to receive the dividend due on such shares of Series VClass B Preferred Stock on the corresponding Dividend Due Date).

 

No sinking fund shall be establishedfor the Series V Class B Preferred Stock.

 

Notice of any proposed redemption ofshares of Series V Class B Preferred Stock shall be mailed by meansof first class mail, postage paid, addressed to the holders of record of theshares of Series V Class B Preferred Stock to be redeemed, at theirrespective addresses then appearing on the books of the Corporation, at leastthirty (30) days but not more than sixty (60) days prior to the date fixed forsuch redemption (herein referred to as the “Redemption Date”). Each such noticeshall specify (i) the Redemption Date; (ii) the Redemption Price; (iii) theplace for payment and for delivering the stock certificate(s) and transferinstrument(s) in order to collect the Redemption Price; (iv) theshares of Series V Class B Preferred Stock to be redeemed; and (v) thethen effective Conversion Price (as defined below) and that the right ofholders of shares of Series V Class B Preferred Stock being redeemedto exercise their conversion right shall terminate as to such shares at theclose of business on the fifth day before the Redemption Date, provided that nodefault by the Corporation in the payment of the applicable Redemption Price(including any accrued and unpaid dividends) shall have occurred and becontinuing. Any notice mailed in such manner shall be conclusively deemed tohave been duly given whether or not such notice is, in fact, received. If lessthan all the outstanding shares of Series V Class B Preferred Stockare to be redeemed, the Corporation will select those to be redeemed by lot orby a substantially equivalent method. In order to facilitate the redemption of Series VClass B Preferred Stock to be redeemed, notice of any such proposedredemption shall not be more than sixty (60) days prior to the Redemption Datewith respect thereto.

 

The holder of any shares of Series VClass B Preferred Stock redeemed upon any exercise of the Corporation’sredemption right shall not be entitled to receive payment of the RedemptionPrice for such shares until such holder shall cause to be delivered to theplace specified in the notice given with respect to such redemption (i) thecertificate(s) representing such shares of Series V Class BPreferred Stock; and (ii) transfer instrument(s) satisfactory to theCorporation and sufficient to transfer such shares free of any adverseinterest. No interest shall accrue on the Redemption Price of any share of Series VClass B Preferred Stock after its Redemption Date.

 

Notwithstanding anything in thisCertificate to the contrary, the Corporation shall have the right to purchaseshares of Series V Class B Preferred Stock from the owner of suchshares on such term as may be agreeable to such owner. Shares of Series V Class BPreferred Stock may be acquired by the Corporation from any stockholderpursuant to this paragraph without offering any other stockholder an equalopportunity to sell his stock to the Corporation, and no purchase by theCorporation from any stockholder pursuant to this paragraph shall be deemed tocreate any right on the part of any stockholder to sell any shares of Series VClass B Preferred Stock (or any other stock) to the Corporation.

 

Notwithstanding the foregoingprovisions of this Section 4, and subject to the provisions of Section 2hereof, if a dividend upon any shares of Series V Class B PreferredStock is past due, no shares of the Series V Class B Preferred Stockmay be redeemed, except (i) by means of a redemption pursuant to which alloutstanding shares of the Series V Class B Preferred Stock aresimultaneously redeemed (or offered to be so redeemed) or pursuant to which theoutstanding shares of the Series V Class B Preferred Stock areredeemed on a pro rata basis (or offered to be so redeemed), or (ii) byconversion of shares of Series V Class B Preferred Stock into, orexchange of such shares for, Common Stock or any other stock of the Corporationranking junior to the Series V Class B Preferred Stock as todividends and upon liquidation, dissolution, or winding up.

 

5.     Liquidation.In the event of any voluntary or involuntary dissolution, liquidation, orwinding up of the Corporation (for the purposes of this Section 5, a “Liquidation”),before any distribution of assets shall be made to the holders of the CommonStock or the holders of any other stock that ranks junior to the Series V Class BPreferred Stock in respect of distributions upon the Liquidation of theCorporation, the holder of each share of Series V Class B PreferredStock then outstanding shall be entitled to $4.40 per share plus all dividends (whetheror not declared or due) accrued and unpaid on such share on the date fixed forthe distribution of assets of the Corporation to the holders of Series V Class BPreferred Stock.

 

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If upon any Liquidation of theCorporation, the assets available for distribution to the holder of Series VClass B Preferred Stock which shall then be outstanding (hereinafter inthis paragraph called the “Total Amount Available”) shall be insufficient topay the holders of all outstanding shares of Series V Class BPreferred Stock the full amounts (including all dividends accrued and unpaid)to which they shall be entitled by reason of such Liquidation of theCorporation, then there shall be paid ratably to the holders of the Series VClass B Preferred Stock in connection with such Liquidation of theCorporation, an amount equal to each holder’s pro rata share of the TotalAmount Available.

 

The voluntary sale, conveyance,lease, exchange, or transfer of all or substantially all the property or assetsof the Corporation, or the merger or consolidation of the Corporation intoanother corporation, or any purchase or redemption of some or all of the sharesof any class or series of stock of the Corporation, shall not be deemed to be aLiquidation of the Corporation for the purposes of this Section 5 (unlessin connection therewith the Liquidation of the Corporation is specificallyapproved).

 

6.    ConversionPrivilege. At any time after issuance of any share of Series V Class BPreferred Stock, the holder of any share of Series V Class BPreferred Stock (“Holder”) shall have the right, at such Holder’s option (butif such share is called for redemption or exchange at the election of theCorporation, then in respect of such share only to and including but not afterthe close of business on (i) the fifth calendar day before the date fixedfor such redemption; or (ii) the date fixed for such exchange, providedthat the Corporation has set aside funds sufficient to effect such redemption)to convert such share into that number of fully paid and nonassessable sharesof Common Stock (calculated as to each conversion to the nearest 1/100th of ashare) obtained by dividing $4.00 by the Conversion Rate then in effect.

 

a.     ConversionRate. Each share of Series V Class B Preferred Stock may beconverted, subject to the terms and provisions of this paragraph 6 into one (1) shareof the Corporation’s Common Stock, which is a price equal to one share ofCommon Stock for each $4.00 of Series V Class B Preferred Stock or,in case an adjustment of such rate has taken place pursuant to the provisionsof subdivision (f) of this paragraph 6, then at the Conversion Rate aslast adjusted (such rate or adjusted rate, shall be expressed as the number ofshares of Common Stock to be acquired upon conversion of one share of Series VClass B Preferred Stock, and shall be referred to herein as the “ConversionRate”) (“Conversion Price”). Each share of Series V Class B PreferredStock shall be Convertible into Common Stock by surrender to the Corporation ofthe certificate representing such shares of Series V Class BPreferred Stock to be converted by the Holder and by giving written notice tothe Corporation of the Holder’s election to convert.

 

The Corporation shall, as soon aspracticable after receipt of such written notice and the proper surrender tothe Corporation of the certificate or certificates representing shares of Series VClass B Preferred Stock to be converted in accordance with the aboveprovisions, issue and deliver for the benefit of the Holder at the office ofthe Corporation’s duly appointed transfer agent (the “Transfer Agent”) to theHolder for whose account such shares of Series V Class B PreferredStock were so surrendered or to such Holder’s nominee or nominees, certificatesfor the number of shares of Common Stock to which the Holder shall be entitled.The certificates of Common Stock of the Corporation issued upon conversionshall bear such legends as may be required by state or federal laws. Suchconversion shall be deemed to have been effective immediately prior to theclose of business on the date on which the Corporation shall have received bothsuch written notice and the properly surrendered certificates for shares of Series VClass B Preferred Stock to be converted (the “Conversion Date”), and atsuch time the rights of the Holder shall cease and the person or personsentitled to receive the shares of Common Stock issuable upon the conversion ofsuch shares of Series V Class B Preferred Stock shall be deemed tobe, and shall be treated for all purposes as, the record Holder or Holders ofsuch Common Stock on the Conversion Date. The Corporation shall not be requiredto convert, and no surrender of shares of Series V Class B PreferredStock or written notice of conversion with respect thereto shall be effectedfor that purpose, while the stock transfer books of the Corporation are closedfor any reasonable business purpose for any reasonable period of time, butshall be required to convert upon the proper surrender of shares of Series VClass B Preferred Stock for conversion immediately upon the reopening ofsuch books. During the period in which the stock

 

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transfer books of the Corporationare closed, the Corporation may neither declare a dividend, declare a recorddate for payment of dividends, nor make any payment of dividends.

 

b.     Dividends.If any shares of Series V Class B Preferred Stock shall be convertedduring any dividend payment period, the Holder shall be entitled to alldividends accrued up to and through such Conversion Date, at the rate set forthherein, whether or not there has been a Dividend Date, as set forth inparagraph 2 hereof.

 

c.     Cancellation.Series V Class B Preferred Stock converted into Common Stock pursuantto the provisions of this paragraph 6 shall be retired by the Corporation andgiven the status of authorized and unissued Preferred Stock.

 

d.     Reissuanceif Conversion is Partial. In the case of any certificate representing shares ofSeries V Class B Preferred Stock which is surrendered for conversiononly in part, the Corporation shall issue and deliver to the Holder a newcertificate or certificates for Series V Class B Preferred Stock inthe amount of Series V Class B Preferred Stock equal to theunconverted shares of the Series V Class B Preferred Stockrepresented by the certificate so surrendered.

 

e.     Reservationsof Shares. The Corporation shall at all times during which shares of Series VClass B Preferred Stock may be converted into Common Stock as provided inthis paragraph (e), reserve and keep available, out of any Common Stock held astreasury stock or out of its authorized and unissued Common Stock, or both,solely for the purpose of delivery upon conversion of the shares of Series VClass B Preferred Stock as herein provided, such number of shares ofCommon Stock as shall then be sufficient to effect the conversion of all sharesof Series V Class B Preferred Stock from time to time outstanding,and shall take such action as may from time to time be necessary to ensure thatsuch shares of Common Stock will, when issued upon conversion of Series V Class BPreferred Stock, be fully paid and nonassessable.

 

f.     Adjustmentof Conversion Rate. The Conversion Rate provided in subdivision (a) ofthis paragraph 6, in respect of Series V Class B Preferred Stock,shall be subject to adjustments from time to time as follows:

 

(i)    Whileany shares of Series V Class B Preferred Stock shall be outstanding,in case the Corporation shall subdivide the outstanding shares of Common Stockinto a greater number of shares of Common Stock or combine the outstanding sharesof Common Stock into a smaller number of shares of Common Stock, or issue, byreclassification of its shares of Common Stock, any shares of the Corporation,the Conversion Rate in effect immediately prior thereto shall be adjusted sothat the Holder shall be entitled to receive the number of shares which itwould have owned or been entitled to receive after the happening of any of theevents described above, had such shares of Series V Class B PreferredStock been converted immediately prior to the happening of such event, suchadjustment to become effective immediately after the opening of business on theday following the day upon which such subdivision or combination orreclassification, as the case may be, becomes effective.

 

(ii)   Incase the Corporation shall be consolidated with, or merge into, any othercorporation, and the Corporation does not survive, proper provisions shall bemade as a part of the terms of such consolidation or merger, whereby the Holdershall thereafter be entitled, upon exercise of such Holder’s conversion rights,to receive the kind and amount of shares of stock or other securities of theCorporation resulting from such consolidation or merger, or such otherproperty, as the Holder would have received if such conversion rights wereexercised immediately prior to the effectiveness of such merger orconsolidation.

 

(iii)  Inthe event the Corporation at any time makes or issues, a record date for thedetermination of holders of Common Stock entitled to receive, a dividenddistribution payable in additional shares of Common Stock or Common StockEquivalents (as defined in subparagraph (iv) of this paragraph 6(f)) whichdoes not provide for the payment of any consideration upon the

 

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issuance, conversion or thereof,without a corresponding dividend or other distribution to the Holder, basedupon the number of shares of Common Stock into which the Series V Class BPreferred Stock is convertible, then and in each such event the Conversion Ratethen in effect will be increased as of the time of such issuance or, in theevent such a record date shall have been fixed, as of the close of business onsuch record date, by multiplying such Conversion rate by a fraction:

 

(A)  Thenumerator of which will be the total number of shares of Common Stock issuedand outstanding immediately prior to the time of such issuance or the close ofbusiness on such record date plus the number of shares of Common Stock issuablein payment of such dividend or distribution (which, in the case of Common StockEquivalents, shall mean the maximum number of shares of Common Stock issuablewith respect thereto, as set forth in the instrument relative thereto withoutregard to any provision for subsequent adjustment); and

 

(B)  Thedenominator of which will be the total number of shares of Common Stock issuedand outstanding immediately prior to the time of such issuance or the close ofbusiness on such record date; provided, however, that if such record date isfixed and such dividend is not fully paid or if such distribution is not fullymade on the date fixed therefor, the Conversion Rate will be recomputedaccordingly as of the close of business on such record date, and thereaftersuch Conversion Rate will be adjusted pursuant to this subparagraph (iii) asof the time of actual payment of such dividends or distributions.

 

(iv)  Inthe event the Corporation at any time makes or issues, or fixes a record datefor the determination of holders of Common Stock entitled to receive a dividendor other distribution payable to all holders of Common Stock in securities ofthe Corporation or Common Stock Equivalents, then, upon making such dividend ordistribution, provisions will be made so that the Holder will receive theamount of securities of the Corporation which it would have received had its Series VClass B Preferred Stock been converted into Common Stock on the date ofsuch event.

 

(v)   Inthe event the Corporation sells or issues any Common Stock, or sells or issuesCommon Stock Equivalents which can be converted into Common Stock at a pershare consideration (as defined below in this subparagraph (v) ofparagraph 6(f)) less than the Stipulated Price then in effect, then the Holdershall be entitled to purchase from the Corporation in cash (for the same pershare consideration at which such Common Stock was issued or the per shareprice at which a share of Common Stock is acquirable upon exercise orconversion of Common Stock Equivalents) that additional number of shares of CommonStock which, when added to the number of shares of Common Stock acquirable bythe Holder upon conversion of any shares of Series V Class BPreferred Stock outstanding and held by such Holder immediately before suchissue or sale (the “Acquirable Shares”), will equal a percentage of the numberof shares of Common Stock Deemed Outstanding (as defined herein) immediatelyafter such sale or issuance that is the same as the percentage of the number ofshares of Common Stock Deemed Outstanding immediately before such issuance orsale represented by the Acquirable Shares. This right shall exist for a 45-dayperiod following the sale or issuance of shares of Common Stock or Common StockEquivalents, and thereafter shall cease to exist.

 

For the above purposes, the pershare consideration with respect to the sale or issuance of Common Stock willbe the price per share received by the Corporation, prior to the payment of anyexpenses, commissions, discounts and other applicable costs. With respect tothe sale or issuance of Common Stock Equivalents which are convertible into orexchangeable for Common Stock without further consideration, the per shareconsideration will be determined by dividing the maximum number of shares ofCommon Stock issuable with respect to such Common Stock Equivalents (as setforth in the instrument relating thereto without regard to any provisionscontained therein for subsequent adjustment of such number) into the

 

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aggregate consideration receivableby the Corporation upon the sale or issuance of such Common Stock Equivalents.With respect to the issuance of other Common Stock Equivalents, the per shareconsideration will be determined by dividing the maximum number of shares ofCommon Stock issuable with respect to such Common Stock Equivalents into thetotal aggregate consideration received by the Corporation upon the sale orissuance of such Common Stock Equivalents plus the minimum aggregate amount ofadditional consideration received by the Corporation upon the conversion orexercise of such Common Stock Equivalents. In connection with the sale orissuance of Common Stock and/or Common Stock Equivalents for noncashconsideration, the amount of consideration will be the fair market value ofsuch consideration as determined in good faith by the Board of Directors of theCorporation.

 

(vi)  Asused herein, the term “Stipulated Price” means initial price of $4.00 per shareof Common Stock, as adjusted from time to time pursuant to subparagraph (viii) ofthis paragraph 6(f); and the term “Common Stock Equivalent” means anysecurities (whether debt or equity securities) or rights issued by theCorporation convertible into or entitling the holder thereof to receive sharesof, or securities convertible into, Common Stock. The number of shares of “CommonStock Deemed Outstanding” at any date shall equal the sum of the number ofshares of Common Stock then outstanding plus the number of shares of CommonStock then obtainable pursuant to Common Stock Equivalents.

 

(vii)Inthe event the Corporation declares any dividend or distribution payable toholders of its Common Stock (other than dividends payable out of theCorporation’s retained earnings or earned surplus and dividends payable inshares of Common Stock or in securities convertible into or exchangeable forshares of Common Stock or rights or warrants to purchase Common Stock orsecurities convertible into or exchangeable for shares of Common Stock or anyother securities issued by the Corporation), the Conversion Rate in effectimmediately prior to the record date for such dividend or distribution shall beproportionately adjusted so that the Holder shall be entitled to receive thenumber of shares of Common Stock into which such shares of Common Stock orPreferred Stock was convertible immediately prior to such record datemultiplied by a fraction, the numerator of which is the fair market value of ashare of Common Stock on such record date and the denominator of which is suchper share fair market value of a share of Common Stock on such record date lessthe fair market value on such record date of the securities or other propertywhich are distributed as a dividend or other distribution. The term “fairmarket value” of a share of Common Stock or of any other security or other typeof property on any date means (A) in the case of Common Stock or any othersecurity (I) if the principal trading market for such Common Stock orother security is an exchange or the NASDAQ national market on such date, theclosing price on such exchange or the NASDAQ national market on such date,provided, if trading of such Common Stock or other security is listed on anyconsolidated tape, the fair market value shall be the closing price set forthon such consolidated tape on such date, or (II) if the principal marketfor such Common Stock or other security is the over-the-counter market (otherthan the NASDAQ national market) the mean between the closing bid and askedprices on such date as set forth by NASDAQ or (B) in the case of CommonStock or any other security for which the fair market value cannot bedetermined pursuant to clause (A) above or of any other security or typeof property, fair market value thereof on such date as determined in good faithby the Board of Directors.

 

(viii)  Wheneverthe Conversion Rate is adjusted pursuant to this paragraph 6(f), the StipulatedPrice shall also be adjusted by multiplying it by a fraction that is thereciprocal of the fraction used to adjust the Conversion Rate.

 

(ix)  TheCorporation will not, by amendment of its Articles of Incorporation or throughany dissolution, issuance, or sale of securities or any other voluntary action,avoid or seek to avoid the observance or performance of any of the terms to beobserved or performed hereunder by the Corporation, but at all times in goodfaith will assist in the carrying out of all the

 

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provisions of this paragraph and inthe taking of all such action as may be necessary or appropriate in order toprotect the conversion rights of the Holder against impairment.

 

(x)   Noadjustment in the Conversion Rate shall be required, unless such adjustmentwould require an increase or decrease of at least one (1) share of CommonStock in the Conversion Rate of one share of Series V Class BPreferred Stock, provided that all adjustments which do not meet this minimumrequirement cumulated and the adjustment will be made when the cumulated totalis sufficient to require an adjustment. All calculations made pursuant to thissubparagraph (x) of paragraph 6(f) shall be made to the nearest1/100th of a share of Common Stock.

 

g.     FractionalShares. No fractional shares of Common Stock or scrip representing fractionalshares of Common Stock shall be issued upon any conversion of shares of Series VClass B Preferred Stock but, in lieu thereof, there shall be paid anamount in cash equal to the same fraction of the current market price of awhole share of Common Stock on the day preceding the day of conversion.

 

h.     Statementto Transfer Agent. Whenever the Conversion Rate for shares of Series V Class BPreferred Stock shall be adjusted pursuant to the provisions of paragraph 6(f) hereof,the Corporation shall forthwith maintain at its office and, if applicable, filewith the Transfer Agent for shares of Series V Class B PreferredStock and for shares of Common Stock, a statement signed by the President ofthe Corporation and by its Treasurer, stating the adjusted Conversion Rate andsetting forth in reasonable detail the method of calculation and the factsrequiring such adjustment, such calculations to be confirmed by the Corporation’sindependent Accountants, and stating the facts on which the calculation isbased. Each adjustment shall remain in effect until a subsequent adjustmenthereunder is required.

 

7.             RegistrationRights

 

a.             PiggybackRegistration. The Corporation, for a period ending six months after the lastshare of Series V Class B Preferred Stock is redeemed, retired,converted, or otherwise no longer outstanding, will give written notice to theholder not less than 20 days in advance of the initial filing of anyregistration statement under the Securities Act of 1933, as amended (other thana registration statement pertaining to securities issuable pursuant to employeestock option, stock purchase, or similar plans or a registration statementpertaining to securities issuable in connection with the acquisition of abusiness, whether through a merger, consolidation, acquisition of assets, orexchange of securities), covering any Common Stock or other securities of theCorporation, and will afford the holder the opportunity to have included insuch registration all or such part of the shares of Common Stock acquired uponconversion of Series V Class B Preferred Stock, as may be designatedby written notice to the Corporation not later than ten days following receiptof such notice from the Corporation. The Corporation shall be entitled toexclude the shares of Common Stock held by the holder from any one, but notmore than one, such registration if the Corporation in its sole discretiondecides that the inclusion of such shares will materially interfere with theorderly sale and distribution of the securities being offered under suchregistration statement by the Corporation. Notwithstanding the foregoing, theCorporation shall not be entitled to exclude the shares of Common Stock held bythe Holder if shares of other shareholders are being included in any suchregistration statement and, in such circumstances, the Holder shall be entitledto include the shares of Common Stock held by them on a pro-rata basis in theproportion that the number of shares of Common Stock held by the Holder bearsto the shares of Common Stock held by all other shareholders, including sharesin such registration statement. The Holder shall not be entitled to includeshares in more than two registration statements pursuant to the provisions ofthis subdivision (a) of paragraph 7, and all rights of the Holder underthis subdivision (a) of paragraph 7 shall terminate after the Holder hasincluded shares of Common Stock in two registration statements pursuant to thissubdivision (a) of paragraph 7.

 

b.             Expenses.The Corporation will pay all out-of-pocket costs and expenses of any registrationeffected pursuant to the provisions of subdivision (a) of this paragraph7, including registration

 

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fees, legal fees, accounting fees,printing expenses (including such number of any preliminary and the finalprospectus as may be reasonably requested), blue sky qualification fees andexpenses, and all other expenses, except for underwriting commissions ordiscounts applicable to the shares of Common Stock being sold by the Holder andthe fees of counsel for the Holder, all of which shall be paid by the Holder.

 

c.             Notwithstandinganything to the contrary contained herein, in the event that the Corporationfiles an initial registration statement under the Securities Act of 1933, asamended (other than a registration statement pertaining to securities issuablein connection with the acquisition of a business, whether through merger,consolidation, acquisition of assets, or exchange of securities), concerningany Common Stock of the Corporation, it may, at its option, at any time within180 days after the initial registration statement is deemed effective, demandthe conversion of the Series V Class B Convertible Preferred sharesinto that number of fully paid and nonassessable shares of Common Stock as providedherein.

 

8.             Reports

 

So long as any of the Series V Class BPreferred Stock shall be outstanding, the Corporation shall submit to theHolder financial reports no less frequently than annually.

 

9.             Miscellaneous

 

a.             Asused herein, the term “Common Stock” shall mean the Corporation’s Common Stock,no par value, or, in the case of any reclassification or change of outstandingshares of Common Stock, the stock or securities issued in exchange for suchCommon Stock.

 

b.            Theshares of Series V Class B Preferred Stock shall be fullytransferable by the Holder thereof, subject to compliance with the applicableprovisions of federal and state securities laws.

 

 

IN WITNESS WHEREOF, RETRACTABLE TECHNOLOGIES, INC. hascaused its corporate seal to be hereunto affixed and this Amended Certificateto be signed by its President and Secretary this 14th day of October, 2009.

 

 

|         |   | s/ Thomas J. Shaw |
|--------------|--------|-------------------|
|         |   |              |
|         |   | Thomas J. Shaw    |
| [ RTI Seal ] |   | President         |

 

 

ATTEST:

 

 
| s/ Michele M. Larios |   |
|----------------------|--------|
|                 |   |
| Michele M. Larios    |   |
| Secretary            |   |

 

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