Common use of Adoption of Certificate of Designation Clause in Contracts

Adoption of Certificate of Designation. The Company has adopted and filed of record with the Delaware Secretary of State a Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock of Avitar, Inc. (the "Certificate of Designation"). The terms of the Certificate of Designation, among other things, provides that upon consummation of a "Qualified Future Financing" which contains a "Superior Right" (as each of those terms is defined in the Certificate of Designation), the terms and conditions of such Superior Right shall be automatically incorporated into the rights contained in the Certificate of Designation and will supersede any provisions in the Certificate of Designation relating to such Superior Right that would conflict with the exercise or application of such Superior Right; provided, however, that any such Superior Right may be waived by the holders of the Preferred Stock in accordance with the applicable provisions of the Certificate of Designation. If the Company provides any consideration to the holders of any equity or convertible debt instrument issued in connection with such Qualified Future Financing that is in addition to the consideration provided to the Purchaser (such as, for purposes of illustration, a warrant agreement other than a warrant substantially identical to the Warrants offered in this Agreement and issued in similar denominations and for substantially identical consideration provided or a registration rights agreement providing additional registration rights), then the Company will take all lawful and reasonable steps necessary to ensure that the Purchaser also receives such additional consideration; provided, however, that any terms which provide for a conversion price that is, whether expressly stated or calculated as a result of a formula, greater than or equal to the conversion price then in place for the Series A Convertible Preferred Stock shall not be deemed to be a Superior Right.

Adoption of Certificate of Designation. The Company has adopted shall adopt and filed file the Certificate of record Designation attached hereto as Exhibit B with the Delaware --------- Secretary of State a Certificate of Designation, Preference and Rights the State of Series A Convertible Delaware on or before the acceptance of the Purchaser's subscription for the Preferred Stock of Avitar, Inc. (the "Certificate of Designation")Shares. The terms of the Certificate of Designation, among other things, provides Designation provide that upon the consummation of a "Qualified Future Financing" (including without limitation, shares of Preferred Stock which may be issued at one or more Future Closings) which contains a "Superior Right" (as each of those terms is are defined in the Certificate of Designation), the terms and conditions of such Superior Right shall be automatically incorporated into the rights contained in the Certificate of Designation and will supersede any provisions in the Certificate of Designation relating to such Superior Right that would conflict with the exercise or of application of such Superior Right; provided, however, that . The Company will provide notice of the incorporation of any such Superior Right may be waived by the to all holders of the Preferred Stock in accordance with Stock, and the applicable provisions holders of two-thirds (2/3) of the Certificate voting power of Designationthe then outstanding Preferred Stock may waive the incorporation of the Superior Right by providing written notice to the Company. If the Company provides any consideration to the holders of any the equity or convertible debt instrument issued in connection with such Qualified Future Financing that is in addition to the consideration provided to the Purchaser holders of the Preferred Stock (such as, for purposes of illustration, a warrant agreement other than a warrant substantially identical to the Warrants Warrant offered in this Agreement and issued in similar denominations and for substantially identical consideration provided or a registration rights agreement providing additional registration rights), then the Company will take all lawful and reasonable steps necessary to ensure that the Purchaser holders of the Preferred Stock also receives receive such additional consideration; provided, however, that any terms which provide for a conversion price that is, whether expressly stated or calculated as a result of a formula, greater than or equal to the conversion price then in place for the Series A Convertible Preferred Stock shall not be deemed to be a Superior Right.

Adoption of Certificate of Designation. The Company has adopted shall adopt and filed of record with the Delaware Secretary of State file a Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock of Avitar, Inc. in substantially the form attached hereto as Exhibit A (the "Certificate of Designation")) with the Secretary of State of the State of Delaware on or promptly following the Closing Date. The terms of the Certificate of Designation, among other things, provides that upon consummation of a "Qualified Future Financing" which contains a "Superior Right" (as each of those terms is defined in the Certificate of Designation), the terms and conditions of such Superior Right shall be automatically incorporated into the rights contained in the Certificate of Designation and will supersede any provisions in the Certificate of Designation relating to such Superior Right that would conflict with the exercise or application of such Superior Right; provided, however, that any such Superior Right may be waived by the holders of the Preferred Stock in accordance with the applicable provisions of the Certificate of Designation. If the Company provides any consideration to the holders of any equity or convertible debt instrument issued in connection with such Qualified Future Financing that is in addition to the consideration provided to the Purchaser (such as, for purposes of illustration, a warrant agreement other than a warrant substantially identical to the Warrants offered in this Agreement and issued in similar denominations and for substantially identical consideration provided or a registration rights agreement providing additional registration rights), then the Company will take all lawful and reasonable steps necessary to ensure that the Purchaser also receives such additional consideration; provided, however, that any terms which provide for a conversion price that is, whether expressly stated or calculated as a result of a formula, greater than or equal to the conversion price then in place for the Series A Convertible Preferred Stock shall not be deemed to be a Superior Right.

Adoption of Certificate of Designation. The Company has adopted shall adopt and filed of record with the Delaware Secretary of State file a Certificate of Designation, Preference and Rights of Series A Convertible Preferred Stock of AvitarSpeedemissions, Inc. in substantially the form attached hereto as Exhibit A (the "Certificate of Designation")) with the Secretary of State of the State of Florida on or promptly following the Closing Date. The terms of the Certificate of Designation, among other things, provides provide that upon consummation of a "Qualified Future Financing" which contains a "Superior RightRight " (as each of those terms is defined in the Certificate of Designation), the terms and conditions of such Superior Right shall be automatically incorporated into the rights contained in the Certificate of Designation and will supersede any provisions in the Certificate of Designation relating to such Superior Right that would conflict with the exercise or application of such Superior Right; provided, however, that any such Superior Right may be waived by the holders of the Preferred Stock in accordance with the applicable provisions of the Certificate of Designation. If the Company provides any consideration to the holders of any equity or convertible debt instrument issued in connection with such Qualified Future Financing that is in addition to the consideration provided to the Purchaser (such as, for purposes of illustration, a warrant agreement other than that a warrant substantially identical to the Warrants Preferred Warrant offered in this Agreement and issued in similar denominations and for substantially identical consideration provided or a registration rights agreement providing additional registration rights), then the Company will take all lawful and reasonable steps necessary to ensure that the Purchaser also receives receive such additional consideration; provided, however, that any terms which provide for a conversion price that is, whether expressly stated or calculated as a result of a formula, greater than or equal to the conversion price then in place for the Series A Convertible Preferred Stock shall not be deemed to be a Superior Right.