zynex8kx101_10608.htm


     

    
      

      

    

     

    Exhibit
10.1

    


    AMENDED
AND RESTATED

    ARTICLES
OF INCORPORATION

    OF

    ZYNEX,
INC.

    


    The
undersigned Thomas Sandgaard hereby certifies that:

    


    1.           He
is the duly elected and acting President of Zynex, Inc., a Nevada
corporation.

    


    2.           The
Articles of Incorporation of this corporation were originally filed with the
Secretary of State of Nevada on December 31, 2001.

    


    3.           The
Articles of Incorporation of this corporation shall be amended and restated to
read in their entirety as follows:

    


    ARTICLE 1.   NAME.  The name of the
corporation is:

    


    ZYNEX,
INC.

    


    ARTICLE 2.   
CAPITALIZATION.  The total number
of shares of stock which the Corporation shall have the authority to issue is
one hundred ten million (110,000,000) shares, consisting of one hundred million
(100,000,000) shares of Common Stock having a par value of $.001 per share and
ten million (10,000,000) shares of Preferred Stock having a par value of $.001
per share.

    


    The Preferred Stock may be divided into
such number of series as the Board of Directors may determine.  The
Board of Directors is authorized to determine and alter the rights, preferences,
privileges and restrictions granted to and imposed upon any wholly unissued
series of Preferred Stock, and to fix the number of shares of any series of
Preferred Stock and the designation of any such series of Preferred
Stock.  The Board of Directors, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, may increase or decrease
(but not below the number of shares of such series then outstanding) the number
of shares of any series subsequent to the issue of shares of that
series.

    


    


    ARTICLE 3.   DIRECTORS.  The members of
the governing board shall be styled directors.  The number of
directors may be increased or reduced in the manner provided for in the Bylaws
of the corporation.

    


    ARTICLE 4.   INDEMNIFICATION.  The corporation
shall indemnify its officers and directors and may indemnify any other person to
the fullest extent permitted by law.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    ARTICLE 5.   DISTRIBUTIONS.  Subject to the
terms of these Articles of Incorporation and to the fullest extent permitted by
the Nevada Revised Statutes, the corporation shall be expressly permitted to
redeem, repurchase, or make distributions, as that term is defined in Section
78.191 of the Nevada Revised Statutes, with respect to the shares of its capital
stock in all circumstances other than where doing so would cause the corporation
to be unable to pay its debts as they become due in the usual course of
business.

    


    ARTICLE 6.   LIABILITY
OF DIRECTORS AND OFFICERS.  To the maximum
extent permitted under the Nevada Revised Statutes, no director or officer of
the corporation shall be personally liable to the corporation or its
stockholders for damages as a result of any act or failure to act in his
capacity as a director or officer.

    


    4.           The
foregoing Amended and Restated Articles of Incorporation have been duly and
unanimously adopted and approved by this corporation’s Board of Directors and
stockholders in accordance with the applicable provisions of Chapter 78 of the
Nevada Revised Statutes.

    


    Dated
this 3rd day of October, 2008.

    


    /s/ Thomas
Sandgaard

    Thomas
Sandgaard,  President