CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS OF SERIES A CONVERTIBLE
AMPERSAND MEDICAL CORPORATION
RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company in accordance with
the provisions of its Certificate of Incorporation, as amended, there be, and hereby is, created out of the class of
5,000,000 shares of Preferred Stock of the Company authorized in Section 4.1 of its Certificate of
Incorporation, as amended, a series of Preferred Stock of the Company with the following voting powers,
designation, preferences and relative, participating, optional and other special rights, and qualifications, limitations
1. Designation and Number of Shares.
590,197 shares of Preferred Stock are hereby designated as Series A Convertible Preferred Stock, par value
$0.01 per share (the "Series A Preferred Stock").
2. Dividends. The Series A Preferred Stock shall not bear any dividend.
3. Redemption. The Series A Preferred Stock shall not be redeemable.
Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary ("Liquidation"),
the holders of record of the shares of the Series A Preferred Stock shall be entitled to receive, before and in
preference to any distribution or payment of assets of the Company or the proceeds thereof that may be made or
set apart for the holders of Common Stock or any other security junior to the Series A Preferred Stock in
respect of distributions upon Liquidation out of the assets of the Company legally available for distribution to its
stockholders, an amount in cash equal to $4.50 per share (the "Stated Value") on the date fixed for distribution of
assets of the Company (the "Liquidation Preference"). If, upon such Liquidation, the assets of the Company
available for distribution to the holders of Series A Preferred Stock and any other series of Preferred Stock then
outstanding ranking in parity with the Series A Preferred S