ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES INC - Amendment to Certificate of Designations, Preferences and Rights of the Series E Convertible Preferred Stock of the Company
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
THE
SERIES E CONVERTIBLE PREFERRED STOCK OF
ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES, INC.
March
16, 2017
Advanced
Environmental Recycling Technologies, Inc., a corporation organized
and existing under the laws of the State of Delaware (the
“Corporation”),
hereby executes and adopts the following Certificate of Amendment
of the Certificate of Designations, Preferences and Rights of the
Series E Convertible Preferred Stock of the Corporation and does
hereby certify as follows:
FIRST:
The name of the
Corporation is Advanced Environmental Recycling Technologies, Inc.,
the date of filing of its original Certificate of Incorporation
with the Secretary of State of the State of Delaware was December
2, 1988, and the date of filing of its original Certificate of
Designations, Preferences and Rights of the Series E Convertible
Preferred Stock with the Secretary of State of the State of
Delaware was March 17, 2011.
SECOND:
Section 8 of the
Certificate of Designations, Preferences and Rights of the Series E
Convertible Preferred Stock is amended by adding the following as a
new subsection (d):
“In the event
of a Fundamental Transaction occurring prior to August 1, 2017, for
the purposes of determining the amount to which each Holder of
Series E Preferred Stock is entitled pursuant to Section 8(a),
“Conversion Rate” shall mean
19,152.27.”
THIRD:
The foregoing
amendment was duly adopted in accordance with the applicable
provisions of Section 242(b) of the General Corporation Law of the
State of Delaware, Article Fourth of the Certificate of
Incorporation of the Corporation, as amended, and Section 21(b) of
the Certificate of Designations, Preferences and Rights of the
Series E Convertible Preferred Stock of the
Corporation.
FOURTH:
The effective time
of the amendment herein certified shall be the date of
filing.
IN WITNESS WHEREOF, the undersigned has
executed this amendment of the Certificate of Designations,
Preferences and Rights of the Series E Convertible Preferred Stock
of the Corporation as of the date first written above.
Advanced
Environmental Recycling Technologies, Inc.
Name:
Timothy Morrison
Title:
Chairman and Chief Executive Officer
(Signature
Page to Certificate of Amendment)