CERTIFICATE OF INCORPORATION
VERTICAL HEALTH VENTURES, INC.
Pursuant to Sections 102 and 103 of the
General Corporation Law of the State of Delaware
The name of the Corporation is Vertical Health Ventures, Inc. (the “ Corporation ”).
REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the Corporation is 1209 Orange Street in the City of Wilmington, DE 19801. The name of its
registered agent at that address is The Corporation Trust Company.
The purposes of the Corporation are:
(a) To issue shares of its Series A Preferred Stock, as such terms are defined in that certain Certificate of Designations of
the Company; and
to engage in any lawful act or activity and to exercise such other powers permitted to corporations organized under
the General Corporation Law of the State of Delaware; any and all such acts, activities or powers being incidental to
or connected with the purpose set forth in clause (a) above.
Notwithstanding any provision hereof or of any other document governing the formation, management or operation of the
Corporation to the contrary, the following shall govern: In order to preserve and ensure its separate and distinct corporate
identity, in addition to the other provisions set forth in this Certificate of Incorporation, the Corporation shall conduct its affairs
in accordance with the following provisions:
It shall allocate fairly and reasonably any overhead for shared office space.
It shall maintain separate corporate records and books of account from those of its parent and any affiliate.
Its Board of Directors shall hold appropriate meetings (or act by unanimous consent) to authorize all appropriate corporate
actions, and in authorizing such actions, shall observe all corporate formalities.
It shall not comming