AMENDMENT NO. 1 TO CERTIFICATE OF DESIGNATIONS
This AMENDMENT NO. 1 to the CERTIFICATE OF DESIGNATIONS, dated as of September 15, 2004 (this “ Amendment
No. 1 ”), made by VERTICAL HEALTH VENTURES, INC., a Delaware corporation (the “ Company ”) and wholly owned
subsidiary of VERTICAL HEALTH SOLUTIONS, INC., a Florida corporation (the “ Parent ”), and acknowledged and agreed to
by Laurus Master Fund, Ltd., a Cayman Islands company (“ Laurus ”).
Reference is made to the CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS, PREFERENCES, LIMITATIONS,
RESTRICTIONS, AND RELATIVE RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE PER SHARE
(as amended, modified or supplemented from time to time, the “ Certificate of Designations ”) of the Company.
NOW, THEREFORE, in consideration of the above, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. The reference to “$1.67” set forth in Section 5(c)(ii) of the Certificate of Designations is hereby deleted and the amount
“$0.65” is hereby is hereby inserted in lieu thereof.
2. Section 7.7 of the Certificate of Designations is hereby deleted in its entirety and the following Section 7.7 is hereby
inserted in lieu thereof:
“7.7 Stop Trade . An SEC stop trade order or Principal Market trading suspension of the Parent’s Common Stock shall be in
effect for five (5) consecutive days or five (5) days during a period of ten (10) consecutive days, excluding in all cases a
suspension of all trading on a Principal Market, provided that the Parent shall not have been able to cure such trading
suspension within thirty (30) days of the notice thereof or list the Parent’s Common Stock on another Principal Market within
sixty (60) days of such notice. The “Principal Market” for the Parent’s Common Stock shall include the NASD OTCBB,
NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange or the New