CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION
Published on February 5, 2010
Exhibit
3.4.3
CERTIFICATE
OF AMENDMENT
TO
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
CRYOPORT,
INC.
First:
The name of the Corporation is CryoPort, Inc. (the “Corporation”)
Second:
The Corporation’s Amended and Restated Articles of Incorporation (the
“Articles”) shall be amended by inserting under new Article V. B. the
following:
V.B.
The total
number of shares of capital stock which the Corporation shall have authority to
issue shall be as provided in Article V.A. above. Effective upon the filing of
this Certificate of Amendment with the Secretary of State of the State of Nevada
(the “Effective Time”), every ten (10) issued and outstanding shares of common
stock of the Corporation will without any further action be combined into and
automatically become one (1) issued and outstanding share of common stock of the
Corporation (the “Reverse Split”). All shares of common stock held by a
stockholder that are so split will be aggregated subsequent to the Reverse
Split. No scrip or fractional shares will be issued in connection with the
Reverse Split and any fractional interest will be purchased by the Corporation
for cash. Further, every right, option and warrant to acquire ten (10) shares of
common stock of the Corporation outstanding immediately prior to the Effective
Time will as of the Effective Time and without any further action automatically
be converted into the right to acquire one (1) share of common stock of the
Corporation upon the terms of such right, option or warrant (except that the
exercise or purchase price of such right, option or warrant shall be
proportionately increased).
Third:
The vote by which the stockholders holding shares in the Corporation entitling
them to exercise at least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of a vote by
classes or series, or as may be required by the provisions of the Articles have
voted in favor of the amendment is: 59.97%.
Effective
as of February 5, 2010 at 12:01 a.m.
| CRYOPORT, INC. | |||
|
|
By:
|
/s/ Larry G. Stambaugh | |
| Larry G. Stambaugh | |||
|
Chief
Executive Officer and Chairman
|
|||