Exhibit 3.1

Viskase Companies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that, in accordance with the provisions of Section 151 of such law and pursuant to Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Board of Directors (the “Board”) of the Corporation is authorized to issue a series of preferred stock of the Corporation (“Preferred Stock”), has authorized the series of Preferred Stock hereinafter provided for and has adopted the following resolutions creating a series of Preferred Stock, par value $0.01 per share, designated as “Series A Preferred Stock,” as follows:

2.1 General.From the date of the issuance of any shares of Series A Preferred Stock and until the earlier of (i) the expiration or earlier termination of the offering of rights to acquire common stock, par value $0.01 per share, of the Corporation (“Common Stock”) on the terms and subject to the conditions set forth in that certain Series A Preferred Stock Purchase Agreement, dated November 7, 2006 (as amended, the “Purchase Agreement”), among the Corporation and the Investors identified therein (the “Rights Offering”) and (ii) six (6) months from such issuance, each share of Series A Preferred Stock shall accrue a minimum dividend of Twenty-One and Nine Thousand Three Hundred Seventy-Five Ten Thousandths Cents ($0.219375) (the period from the date of issuance through the earlier of the dates specified in clauses (i) and (ii) being hereinafter referred to as the “Initial Dividend Period”). After the expiration of the Initial Dividend Period, dividends at the rate of 15% per annum on the Series A Liquidation Value plus accrued and unpaid dividends thereon shall accrue on each share of Series A Preferred Stock. Dividends on the Series A Preferred Stock shall be cumulative and, except as set forth in Section 3.1, shall be payable when, as and if declared by the Board. Dividends shall accrue daily and compound quarterly. The Corporation shall not declare, pay or set aside any dividends on Common Stock unless the holders of the Series A Preferred Stock (the “Series A Holders”) then outstanding shall have received payment in full for all accrued but unpaid dividends. The “Series A Liquidation Value” shall mean One Dollar and Ninety-Five Cents ($1.95) per share.

2.2 Payment-in-Kind. Notwithstanding any other provision of this Certificate of Designations, in the sole discretion of the Corporation, any dividends accruing on the Series A Preferred Stock may be paid in lieu of cash dividends by the issuance of additional shares of Series A Preferred Stock (including fractional shares) having an aggregate Series A Liquidation Value at the time of such payment equal to the amount of the dividend to be paid; provided that if the Corporation pays less than the total amount of dividends then accrued on the Series A Preferred Stock in the form of additional shares of Series A Preferred Stock, such payment in additional shares and the cash portion of any such dividend shall be made pro rata among the Series A Holders based upon the aggregate accrued but unpaid dividends on the Series A Preferred Stock held by each such Series A Holder. If and when any Series A Preferred Stock is authorized and issued under this Section 2.2 for the payment of accrued dividends, such Series A Preferred Stock shall be deemed to be validly issued and outstanding and fully paid and nonassessable.

3.1 Preferential Payments to Series A Holders. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed Liquidation Event (as defined in Section 3.2 below) the Series A Holders at the time of such event shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders (on a pari passu basis with the holders of any series of Preferred Stock of the Corporation ranking in liquidation on a parity with the Series A Preferred Stock) before any payment shall be made to the holders of Common Stock or any other class or series of capital stock ranking in liquidation junior to the Series A Preferred Stock by reason of their ownership thereof, an amount per share equal to the Series A Liquidation Value plus any dividends accrued but unpaid thereon, whether or not declared. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the Series A Holders and any other series of Preferred Stock ranking in liquidation on a parity with the Series A Preferred Stock the full amount to which they shall be entitled under this Section 3.1, the Series A Holders and any other series of Preferred Stock ranking in liquidation on a parity with the Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(i) a merger or consolidation in which (A) the Corporation is a constituent party or (B) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except in either case any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation (provided that, for the purpose of this Section 3.2, all shares of Common Stock issuable upon exercise of Options (as defined below) outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined below) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); or

(ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

right) pursuant to the terms of the following clause (ii) to require the redemption of such shares of Series A Preferred Stock, and (ii) if the holders of at least a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) calendar days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation in connection with such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the one hundred fiftieth (150th) calendar day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A Liquidation Value plus all accrued and unpaid dividends thereon. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock and of any other series of Preferred Stock ranking in redemption on parity with the Series A Preferred Stock that is required to then be redeemed, the Corporation shall redeem a pro rata portion of each Series A Holder’s shares of Series A Preferred Stock and any such other series of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts that would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor. Prior to the distribution or redemption provided for in this Section 3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

(d) The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board.

4.1 General On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each Series A Holder shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such Series A Holder are convertible pursuant to Section 5 as of the record date for determining stockholders entitled to vote on such matter. Fractional votes shall not be permitted, but shall be rounded up to the nearest whole number based on the aggregate number of shares of Series A Preferred Stock held by such Series A Holder. Except as provided by law or by the other provisions of the Certificate of Incorporation, Series A Holders shall vote together with the holders of Common Stock, and with the holders of any other series of Preferred Stock the terms of which so provide, as a single class.

4.2 Series A Preferred Stock Protective Provisions. At any time when shares of Series A Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, consummate any transaction outside the ordinary course of business (other than the Rights Offering) or do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock (voting on a common-equivalent basis in accordance with Section 4.1), given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class:

(d) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Series A Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock, (iii) dividends or other distributions of Exempted Securities, and (iv) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service; or

(ii) each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof to the extent (and only to the extent) that, in the good faith judgment of the holder thereof (with the advice of legal counsel), the holding of such share of Series A Preferred Stock by such holder, in conjunction with any other stock of the Corporation that is held (directly or indirectly) by such holder or a member of such holder’s Controlled Group (as defined below), is reasonably likely to result in the Corporation becoming included in a Controlled Group that includes such holder;

The “Conversion Price” shall initially be equal to One Dollar and Ninety-Five Cents ($1.95). Such initial Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. “Controlled Group” shall mean (i) a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder and (ii) two or more trades or businesses under common control within the meaning of Section 414(c) of the Code and the regulations thereunder.

(b) Procedural Requirements. In order for a Series A Holder to voluntarily convert shares of Series A Preferred Stock into shares of Common Stock, such Series A Holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock (or, if such Series A Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such Series A Holder elects to convert all or any number of the shares of the Series A Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such Series A Holder’s name or the names of the nominees in which such Series A Holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered Series A Holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, issue and deliver to such Series A Holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof, rounded to the nearest whole number of shares.

(c) Effect of Optional Conversion. All shares of Series A Preferred Stock that shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the Series A Holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly. Upon any such conversion, no adjustment to the Conversion Price shall be made for any declared but unpaid dividends on the Series A Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

(a) Mandatory Conversion. Upon the (i) expiration of the Rights Offering or (ii) early termination of the Rights Offering with the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock (voting on a common-equivalent basis in accordance with Section 4.1), which, in each case, has been initiated no later than ninety (90) calendar days after the date of initial issuance of the Series A Preferred Stock (the “Trigger Event”), each outstanding share of Series A Preferred Stock remaining outstanding after the fifth (5th) calendar day following the Trigger Event (such date being the “Mandatory Redemption Date”) and not otherwise subject to Mandatory Redemption pursuant to Section 6.2 shall automatically be converted following the close of business on the first business day following the Mandatory Redemption Date into a number of shares of Common Stock equal to (i) the per share Series A Liquidation Value plus accrued and unpaid dividends divided by (ii) 70% of the Conversion Price (a “Mandatory Conversion”).

(b) Controlled Group Conversion. Shares of Series A Preferred Stock held by any holder shall be automatically converted to the extent (and only to the extent) that the holding of such shares by the holder, in conjunction with any other stock of the Corporation that is held (directly or indirectly) by such holder or a member of such holder’s Controlled Group (as defined below), would cause the Corporation to be included in a Controlled Group that includes such holder, into a number of shares of Common Stock equal to (i) the per share Series A Liquidation Value plus accrued and unpaid dividends divided by (ii) 70% of the Conversion Price (the “Automatic Controlled Group Conversion”). Any Automatic Controlled Group Conversion shall be effective as of the date immediately preceding the date of holding of such shares by the holder would cause the Corporation to be included in such a Controlled Group.

(c) Procedural Requirements. Upon a Mandatory Conversion or Automatic Controlled Group Conversion, each affected Series A Holder shall surrender his, her or its certificate or certificates for all such shares (or, if such Series A Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated by the Corporation, and shall thereafter receive certificates for the number of shares of Common Stock to which such Series A Holder is entitled pursuant to this Section 5.2. Upon a Mandatory Conversion, all outstanding shares of Series A

Preferred Stock, and upon an Automatic Controlled Group Conversion, that number of shares automatically converted in accordance with Section 5.2(b), shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, shall terminate, except only the rights of the Series A Holders, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the last sentence of this Section 5.2(c). If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the Series A Holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the conversion and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Series A Preferred Stock, the Corporation shall issue and deliver to such Series A Holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof, rounded to the nearest whole number of shares.

(d) Effect of Conversion. All converted shares of Series A Preferred Stock shall, from and after conversion pursuant to this Section 5.2, no longer be deemed to be outstanding. Such converted Series A Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

(i) The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.

(ii) The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the payment of Series A Preferred Stock in lieu of cash dividends pursuant to Section 2.2, such number of its duly authorized shares of Series A Preferred Stock as shall from time to time be sufficient to effect the payment of Series A Preferred Stock in lieu of all then accrued and unpaid cash dividends, and if at any time the number of authorized but unissued shares of Series A Preferred Stock shall not be sufficient to effect such payment of Series A Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Series A Preferred Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain any requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.

(b) Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Section 5. The Corporation shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid. In addition, the Corporation shall not be required to pay any tax that may be payable in respect of any dividends paid upon conversion of the Series A Preferred Stock.

(i) If the Corporation at any time or from time to time after the Series A Original Issue Date shall issue any Options or Convertible Securities (excluding Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Capital Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price pursuant to the terms of Section 5.5(d) below, are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (ii) of this Section 5.5(c) shall have the effect of increasing the Conversion Price to an amount which exceeds the lesser of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares of Capital Stock (other than deemed issuances of Additional Shares of Capital Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

(iii) If the terms of any Option or Convertible Security (excluding Options or Convertible Securities that are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price pursuant to the terms of Section 5.5(d) below (either because the consideration per share (determined pursuant to Section 5.5(e) hereof) of the Additional Shares of Capital Stock subject thereto was equal to or greater than the Conversion Price then in effect, or because such Option or Convertible Security was issued before the Series A Original Issue Date), are revised after the Series A Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Capital Stock subject thereto (determined in the manner provided in clause (i) of this Section 5.5(c)) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(iv) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) that resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price pursuant to the terms of Section 5.5(d) below, the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

(v) If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price provided for in this Section 5.5(c) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (ii) and (iii) of this Section 5.5(c)). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price that would result under the terms of this Section 5.5 at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

(d) Adjustment of Conversion Price Upon Issuance of Additional Shares of Capital Stock. In the event the Corporation shall at any time after the Series A Original Issue Date issue Additional Shares of Capital Stock (including Additional Shares of Capital Stock deemed to be issued pursuant to Section 5.5(c)), without consideration or for a consideration per share less than the applicable Conversion Price in effect immediately prior to such issue, then the Conversion Price shall be reduced, concurrently with such issue, to the consideration per share received by the Corporation for such issue or deemed issue of the Additional Shares of Capital Stock; provided that if such issuance or deemed issuance was without consideration, then the Corporation shall be deemed to have received an aggregate of $0.01 of consideration for all such Additional Shares of Capital Stock issued or deemed to be issued.

(1) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(2) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

(f) Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Capital Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price pursuant to the terms of Section 5.5(d) above then, upon the final such issuance, the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

(g) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 5.5, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) calendar days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Series A Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Series A Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any Series A Holder (but in any event not later than ten (10) calendar days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property that then would be received upon the conversion of Series A Preferred Stock.

then, and in each such case, the Corporation shall send or cause to be sent to the Series A Holders a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, Deemed Liquidation Event, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Series A Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, Deemed Liquidation Event, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Series A Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) calendar days prior to the record date or effective date for the event specified in such notice.

6.1 Optional Redemption. The Corporation shall have the right to redeem, and each Series A Holder shall have the right to require the Corporation to redeem, in whole or in part, each then outstanding share of Series A Preferred Stock held by such Series A Holder at any time after September 30, 2011 for cash consideration equal to the per share Series A Liquidation Value plus all accrued but unpaid dividends thereon; providedthat until immediately prior to the Redemption Date, each Series A Holder shall have the right to convert such outstanding Series A Preferred Stock as and to the extent provided in Section 5.1. In the event that a Series A Holder elects to require the Corporation to redeem Series A Preferred Stock in accordance with this Section 6.1, the Corporation shall, within ten (10) business days following the Corporation’s receipt of notice from such Series A Holder, redeem the shares of Series A Preferred Stock as to which such Series A Holder has elected redemption.

6.2 Mandatory Redemption. On or before the Mandatory Redemption Date, for cash consideration equal to the Rights Offering Consideration, the Corporation shall be required to redeem the percentage of shares of outstanding Series A Preferred Stock, equal to the gross proceeds to the Corporation of the Rights Offering dividedby Twenty Four Million ($24,000,000) multipliedby One Hundred (100) and expressed as a percentage. For example, if the Corporation receives gross proceeds in the Rights Offering equal to Twelve Million ($12,000,000), then the Corporation would be required to redeem 50% of the outstanding Series A Preferred Stock (or 6,153,846 shares of Series A Preferred Stock) for $13,350,000 of cash consideration. “Rights Offering Consideration” shall mean an amount equal to (a) the gross proceeds to the Corporation of the Rights Offering plus (b) an amount equal to the product of Two Million Seven Hundred Thousand Dollars ($2,700,000) multiplied by a fraction the numerator of which is equal to the gross proceeds to the Corporation of the Rights Offering and the denominator of which is Twenty-Four Million Dollars ($24,000,000).

6.3 Partial Redemption. Upon the exercise of redemption rights or obligations pursuant to Section 6.1 or this Section 6.2, if the Corporation does not have sufficient funds legally available to redeem all shares of Series A Preferred Stock to be redeemed pursuant to such rights or obligations, the Corporation shall redeem a pro rata portion of each Series A Holder’s redeemable shares of such Series A Preferred Stock out of funds legally available therefor, based on the respective amounts that would otherwise be payable in respect of the shares to be redeemed if the legally available funds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor.

6.5 Surrender of Certificates; Payment. On or before the applicable Redemption Date, each Series A Holder of shares of Series A Preferred Stock to be redeemed on such Redemption Date, unless such Series A Holder has exercised his, her or its right to convert such shares as provided in Section 5.1, shall surrender the certificate or certificates representing such shares (or, if such Series A Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Series A Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Series A Preferred Stock shall promptly be issued to such Series A Holder.

6.6 Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor, then notwithstanding that the certificates evidencing any of the shares of Series A Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the Series A Holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor.

7.3 Notices. Any notice required or permitted by the provisions of this Certificate of Designations to be given to a Series A Holder shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the DGCL, and shall be deemed sent upon such mailing or electronic transmission. In the event a Series A Holder shall not by written notice designate the name to whom payment upon redemption of Series A Preferred Stock should be made or the address to which the certificate or certificates representing, or other evidence of ownership of, such shares, or such payment, should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name of the Series A Holder of such Series A Preferred Stock as shown on the records of the Corporation and to send the certificate or certificates representing such shares, or such payment, to the address of such Series A Holder shown on the records of the Corporation.

7.4 Severability of Provisions. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to by prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

7.5 No Impairment. Unless approved by a vote of the holders of a majority of the Series A Preferred Stock, the Corporation will not, (and shall be without authority to) directly or indirectly by amendment of this Certificate of Designation or of the Certificate of Incorporation of the Corporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, agreement, contract, or undertaking or through any other action:

		VISKASE COMPANIES, INC.


		/s/
		Name:
		Title: