**ARTICLES OF AMENDMENT**

**TO THE ARTICLES OF INCORPORATION**

**OF** 

VYSTAR CORPORATION

 

ARTICLEI.

 

The name of the Corporationis VYSTAR CORPORATION. (the “Corporation”).

 

ARTICLEII.

 

The Corporation’s Articles of Incorporationare hereby amended by adding the terms of the Series A Cumulative Convertible Preferred Stock as set forth in the Certificate ofDesignations, Powers, Preferences and Relative, Participating, Optional and other Special Rights of the Series A Cumulative ConvertiblePreferred Stock of Vystar Corporation set forth below.

  

ARTICLEIII.

 

The amendment providedfor herein was duly adopted by the Board of Directors of the Corporation on May 2, 2013, in accordance with Section 14-2-1002 ofthe Georgia Business Corporation Code. Shareholder action was not required.

 

**Certificate of Designations, Powers,Preferences and Relative, Participating,**

**Optional and other Special Rights ofthe**

**Series A Cumulative Convertible PreferredStock of Vystar Corporation**

 

**Section 1. Designation;Number of Shares**. The shares of such series shall be designated as “10% Series A Cumulative Convertible Preferred Stock”(the “*Convertible Preferred Stock*”), and the number of shares constituting the Convertible Preferred Stock shallbe 200,000. Such number of shares may be decreased by resolution of the Board of Directors or any successor provision; *provided*,that no such decrease shall reduce the number of authorized shares of Convertible Preferred Stock to a number less than the numberof shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, warrants,convertible or exchangeable securities or other rights to acquire shares of Convertible Preferred Stock.

 

**Section 2. StatedCapital**. The amount to be represented in the stated capital of the Corporation for each share of Convertible Preferred Stockshall be $0.01.

 

**Section 3. Rank**.The Convertible Preferred Stock shall rank prior to all of the Corporation’s Common Stock, par value $0.01 per share(the “*Common Stock*”), now outstanding or hereafter issued, as to distributions of assets upon the liquidation,dissolution or winding up of the Corporation, whether voluntary or involuntary.

 

**Section 4. Dividends**.So long as any shares of Convertible Preferred Stock remain outstanding:

 

(a)   Ifthe Corporation makes any dividend or distribution of cash, securities (including, but not limited to, rights, warrants, optionsor evidences of indebtedness) or properties or assets on shares of Common Stock, then the Corporation shall simultaneously declareand pay a dividend or distribution on shares of Convertible Preferred Stock in the amount of dividends or distributions that wouldbe made with respect to shares of Convertible Preferred Stock if such shares were converted into shares of Common Stock on therecord date for such dividend or distribution (or if no record date is established, at the date such dividend or distribution isdeclared).

 

(b)   Theholders of Convertible Preferred Stock shall be entitled to receive dividends out of any funds legally available therefor priorand in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rightsconvertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of this Corporation's CommonStock) at a rate equal to ten percent (10%) cumulatively for such shares of Preferred Stock per annum.

 

 

**Section 5. LiquidationPreference**. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary,the holders of Convertible Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assetsconstitute stated capital or surplus of any nature, an amount equal to the dividends accumulated and unpaid thereon to the dateof final distribution to such holders, whether or not declared, without interest, plus a sum equal to $10 per share, and no more,before any payment shall be made or any assets distributed to the holders of Common Stock or any other capital stock of the Corporationranking junior as to liquidation rights to the Convertible Preferred Stock (such Common Stock and other capital stock being referredto herein collectively as “*Junior Liquidation Stock*.” After payment in full of the liquidation preference ofthe shares of the Convertible Preferred Stock, the entire remaining assets and funds of the Corporation legally available for distribution,if any, shall be distributed among the holders of the Common Stock and the Convertible Preferred Stock in proportion to the sharesof Common Stock then held by them and the shares of Common Stock which they then have the right to acquire upon conversion of theshares of Convertible Preferred Stock then held by them. A merger or consolidation (other than one in which stockholders of theCorporation own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) and a sale, lease,transfer, exclusive license or other disposition of all or substantially all of the assets of the Corporation shall be deemed aliquidation, dissolution or winding up of the Corporation for purposes of this Section 5, thereby triggering payment of theliquidation preferences described above, unless the holders of 75% of the Convertible Preferred Stock elect otherwise.

 

**Section 6. No Redemption**. Theshares of Convertible Preferred Stock shall not be redeemable.

 

**Section 7. Conversion**.

 

(a)   *Conversion at Optionof Holders*.

 

(i)   Subjectto the limitation set forth in Section 7(e), holders of Convertible Preferred Stock may on or after the six (6) month anniversaryof the Investor’s Securities Purchase Agreement Acceptance Date, at their option upon surrender of the certificates therefor,convert up to five percent (5%) of their shares of Convertible Preferred Stock into fully paid and nonassessable shares of CommonStock (and such other securities and property as they may be entitled to, as hereinafter provided) and an additional five percent(5%) of their Shares each subsequent monthly anniversary. Each share of Convertible Preferred Stock shall be convertible at theoffice of any transfer agent for the Convertible Preferred Stock, and at such other office or offices, if any, as the Board ofDirectors may designate, into that number of fully paid and nonassessable shares of Common Stock as shall be equal to the ConversionRate, determined as hereinafter provided, in effect at the time of conversion. Shares of Convertible Preferred Stock may initiallybe converted into full shares of Common Stock as is determined by *dividing* (A) the Original Issue Price by (B) theConversion Price, subject to adjustment from time to time as provided in Section 8 (such conversion rate, as so adjusted fromtime to time, being referred to herein as the “*Conversion Rate*”). “*Original Issue Price*”means $10. “*Conversion Price*” means $0.075. Upon conversion, no adjustment or payment shall be made in respectof accumulated and unpaid dividends on the Convertible Preferred Stock surrendered for conversion.

 

(ii)   Theright of holders of Convertible Preferred Stock to convert their shares shall be exercised by surrendering for such purpose tothe Corporation or its agent, as provided above, certificates representing shares to be converted, duly endorsed in blank or accompaniedby proper instruments of transfer. The Corporation shall not be required to pay any tax which may be payable in respect of anytransfer involved in the issue and delivery of Common Stock or other securities or property upon conversion of Convertible PreferredStock in a name other than that of the holder of the shares of Convertible Preferred Stock being converted, nor shall the Corporationshall be required to issue or deliver any such shares or other securities or property unless and until the person or persons requestingthe issuance thereof shall have paid to the Corporation the amount of any such tax or shall have established to the satisfactionof the Corporation that such tax has been paid.

 

(b)   *MandatoryConversion*. Subject to the limitation set forth in Section 7(e), each share of Convertible Preferred Stock shall be automaticallyconverted into shares of Common Stock at the then effective Conversion Rate (i) upon the date on which at least 75% of theoutstanding shares of Convertible Preferred Stock elect such conversion or (ii) upon the closing of an offering of equitysecurities for the account of the Corporation (other than by sale of the Convertible Preferred Stock pursuant to the SecuritiesPurchase Agreement), *provided*that the aggregate gross proceeds to the Corporation are $10 million or more (net of underwritingcommissions and expenses) (an “*Equity Offering*”), *provided further*that the Convertible Preferred Stockshall not be deemed to have converted until immediately after the closing of the Equity Offering.

 

(c)   Anumber of shares of the authorized but unissued Common Stock sufficient to provide for the conversion of the Convertible PreferredStock outstanding upon the basis hereinbefore provided shall at all times, after the six (6) month anniversary of the Investor’sSecurities Purchase Agreement Acceptance Date, be reserved by the Corporation, free from preemptive rights, for such conversion,subject to the provisions of the next paragraph. If the Corporation shall issue any securities or make any change in its capitalstructure which would change the number of shares of Common Stock into which each share of the Convertible Preferred Stock shallbe convertible as herein provided, the Corporation shall at the same time also make proper provision so that thereafter there shallbe a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstandingConvertible Preferred Stock on the new basis. The Corporation shall comply with all securities laws regulating the offer and deliveryof shares of Common Stock upon conversion of the Convertible Preferred Stock.

 

 

(d)   Uponthe surrender of certificates representing shares of Convertible Preferred Stock to be converted, duly endorsed or accompaniedby proper instruments of transfer as provided above, the person converting such shares shall be deemed to be the holder of recordof the Common Stock issuable upon such conversion, and all rights with respect to the shares surrendered shall forthwith terminateexcept the right to receive the Common Stock or other securities, cash or other assets as herein provided.

 

**Section 8. Adjustments to ConversionRate.**

 

(a)   Notwithstandinganything in this Section 8 to the contrary, no change in the Conversion Rate shall be made until the cumulative effect ofthe adjustments called for by this Section 8 since the date of the last change in the Conversion Rate would change the ConversionRate by more than 1%. However, once the cumulative effect would result in such a change, then the Conversion Rate shall be changedto reflect all adjustments called for by this Section 8 and not previously made. Subject to the foregoing, the ConversionRate shall be adjusted from time to time as follows: In case the Corporation shall (A) pay a dividend or make a distributionon its Common Stock in shares of its capital stock, (B) subdivide its outstanding Common Stock into a greater number of shares,(C) combine the shares of its outstanding Common Stock into a smaller number of shares or (D) issue by reclassificationof its Common Stock any shares of its capital stock, then in each such case the Conversion Rate in effect immediately prior theretoshall be proportionately adjusted so that the holder of any Convertible Preferred Stock thereafter surrendered for conversion shallbe entitled to receive, to the extent permitted by applicable law, the number and kind of shares of capital stock of the Corporationwhich such holder would have owned or have been entitled to receive after the happening of such event had such Convertible PreferredStock been converted immediately prior to the record date for such event (or if no record date is established in connection withsuch event, the effective date for such action). An adjustment pursuant to this subparagraph (a) shall become effective immediatelyafter the record date in the case of a stock dividend or distribution and shall become effective immediately after the effectivedate in the case of a subdivision, combination or reclassification.

 

(b)   Except as otherwiseprovided above in this Section 8, no adjustment in the Conversion Rate shall be made in respect of any conversion for sharedistributions or dividends theretofore declared and paid or payable on the Common Stock.

 

(c)   Wheneverthe Conversion Rate is adjusted as herein provided, the Corporation shall send to each transfer agent for the Convertible PreferredStock and the Common Stock, a statement signed by the Chairman of the Board of Directors, the President or Chief Executive Officerof the Corporation and by its Treasurer or its Secretary stating the adjusted Conversion Rate determined as provided in this Section 8;and any adjustment so evidenced, given in good faith, shall be binding upon all stockholders and upon the Corporation. Wheneverthe Conversion Rate is adjusted, the Corporation shall give notice by mail at the time of, and together with, the next dividendpayment to the holders of record of Convertible Preferred Stock, setting forth the adjustment and the new Conversion Rate and ConversionPrice. Notwithstanding the foregoing notice provisions, failure by the Corporation to give such notice or a defect in such noticeshall not affect the binding nature of such corporate action of the Corporation.

 

(d)   Wheneverthe Corporation shall propose to take any of the actions specified in subparagraph (a) of this Section 8 which wouldresult in any adjustment in the Conversion Rate, the Corporation shall cause a notice to be mailed at least 30 days priorto the date on which the books of the Corporation will close or on which a record will be taken for such action to the holdersof record of the outstanding Convertible Preferred Stock on the date of such notice. Such notice shall specify the action proposedto be taken by the Corporation and the date as of which holders of record of the Common Stock shall participate in any such actionsor be entitled to exchange their Common Stock for securities or other property, as the case may be. Failure by the Corporationto give such notice or any defect in such notice shall not affect the validity of the transaction.

 

**Section 9. ConvertiblePreferred Stock Not Redeemable at Option of Holders or Exchangeable; No Sinking Fund**. The Convertible Preferred Stock shallnot be redeemable upon the request of holders thereof or exchangeable for other capital stock or indebtedness of the Corporationor other property. The shares of Convertible Preferred Stock shall not be subject to the operation of a purchase, retirement orsinking fund.

 

**Section 10.Voting Rights**. On any matter presented to the stockholders of the Corporation for their action or consideration at any meetingof stockholders of the Corporation, each holder of outstanding shares of Convertible Preferred Stock shall be entitled to casta number of votes equal to the number of whole shares of Common Stock into which the shares of Convertible Preferred Stock heldby such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as providedby law or by the other provisions of the Certificate of Incorporation, holders of Convertible Preferred Stock shall vote togetherwith the holders of Common Stock as a single class.

 

 

**Section 11.Certain Actions Not to be Taken Without Vote of Holders of Convertible Preferred Stock**. So long as 10% of the shares of ConvertiblePreferred Stock are outstanding, in addition to any other vote or approval required under the Bylaws of the Corporation, the Corporationwill not, without the written consent of the holders of at least 75% of the Convertible Preferred Stock, either directly or byamendment, merger, consolidation or otherwise (i) create or authorize the creation of or issue any other security convertibleinto or exercisable for any equity security, having rights, preferences or privileges senior to or on parity with the ConvertiblePreferred Stock, or increase the authorized number of shares of Convertible Preferred Stock or (ii) purchase or redeem orpay any dividend on any capital stock prior to the Convertible Preferred Stock other than stock repurchased from former employeesor consultants in connection with the cessation of their employment or services, as the case may be, at the lower of fair marketvalue or cost, other than as approved by the Board of Directors.

 

 

**Section 12.Outstanding Shares**. For purposes of this Certificate of Designations, all shares of Convertible Preferred Stock shall be deemedoutstanding except for (a) shares of Convertible Preferred Stock held of record or beneficially by the Corporation or anysubsidiary of the Corporation; (b) from the date of surrender of certificates representing Convertible Preferred Stock forconversion pursuant to Section 7, all shares of Convertible Preferred Stock which have been converted into Common Stock orother securities or property pursuant to Section 7.

 

**IN WITNESS WHEREOF**,the Corporation has caused this certificate to be signed by Wilson Dean Waters, its Chief Financial Officer this 2ndday of May, 2013.

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