Exhibit 4.3


 


		
         
	ROSS MILLER

        Secretary of State

        204 North Carson Street
        Suite 1

        Carson City, Nevada
        99701-4520

        (775) 684-5708

        Website: www.nvsos.gov



 


	
        Amendment to

        Certificate of Designation

        After Issuance of Class or Series

        (PURSUANT TO NRS 78.1955)
	 


 


	USE BLACK INK ONLY - DO NOT HIGHLIGHT	ABOVE SPACE  IS FOR OFFICE USE ONLY


 


Certificate of Amendment to Certificate
of Designation


For Nevada Profit Corporations


(Pursuant
to NRS 78.1955 - After Issuance of Class or
Series)


 


	1:	Name of corporation:
	NANOVIRICIDES, INC.
	 
	2.	Stockholder approval pursuant to statute has been obtained.
	 	 
	3.	The class or series of stock being amended:
	SERIES A CONVERTIBLE PREFERRED STOCK
	 	 
	4.	By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:
	 	 
	
        2. Certain Definitions.
        For the purposes of the Certificate of Designation, Rights and Preferences which (embodies this resolution, unless the context
        otherwise requires, capitalized terms used and not otherwise ;defined in such Certificate of Designation, Rights and Preferences
        shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural):

        (Balance attached).

         



 


	5.	Effective date of filing: (optional)	 
	 	 	(must not be later than 90 days after the certificate is filed)


 


	6.	Signature: (required)


 


	X   /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 NRS Amend Designation
        – After

        Revised 3-6-09



 






    


     


    

 


 AMENDED AND RESTATED


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, Rights and Preferences which embodies this resolution, unless
the context otherwise requires, capitalized terms used and not otherwise defined in such Certificate of Designation, Rights and
Preferences 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.


 






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


 


"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)        Bach share of Series A Preferred Stock shall vote at the rate of nine 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.


 






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(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(bX1) 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").


 


(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 of three and one-half (3.5) shares 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 father 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 mother 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, Rights and Preferences 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


 






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(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.


 


(I)       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, Rights and Preferences 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 the For purposes of the Certificate of Designation, Rights and Preferences 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, Rights
and Preferences 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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