Certificate of Designations



 EXHIBIT 4.1 
 

 
 Filing Acknowledgment 
 July 29, 2008 
  

					
	 Job Number
 C20080729-1730
	 	 Corporation Number
 C19658-2004
	 	
			
	 Filing Description 
  
 Designation
	 	 Document Filing
 Number 
 20080502237-79
	 	 Date/Time of Filing
  
 July 29, 2008 12:30:56 PM

		
	 Corporation Name
  
 MEDICAL SOLUTIONS
 MANAGEMENT INC.
	 	 Registered Agent
  
 CSC SERVICES OF NEVADA, INC.


 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recordings Division. The filing
date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. 
 Respectfully 
 ROSS MILLER 
 Secretary of State 
 Commercial Recording Division 
 202 N. Carson Street 
 Carson City, Nevada 89701-4069 
 Telephone (775)
684-5708 
 Fax (775) 684-7138 








			
	

	  	 ROSS MILLER
 Secretary of State
 204 North Carson Street, Ste 1
 Carson City, Nevada 89701-4299
 (775) 684-5708
 Website: www.nvsos.gov


 

 
  

			
	USE BLACK INC ONLY—DO NOT HIGHLIGHT	 	ABOVE SPACE IS FOR OFFICE USE ONLY

 Certificate of Designation for 
 Nevada Profit Corporation 
 (Pursuant to NRS 78.1955 
 1. Name of corporation 
  

	
	 Medical Solutions Management Inc.
  


 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this
certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. 
  

	
	 Of the 4,000,000 shares of authorized Preferred Stock, 798,906 shares shall be
designated Series D Convertible Preferred Stock with a par value of $.0001 per share.
  
 See Attachment 1.
  
  


  
  

			
	3. Effective date of filing: (optional)	  	 
		  	(must not be later than 90 days after the certificate is filed)

 4. Signature: (required) 
 X /s/ Lowell M.
Fisher                                        
     
 Signature of Officer 
 Filing Fee:
$175.00 
 IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. 
 This form must be accompanied by appropriate fees. 







 CERTIFICATE OF DESIGNATIONS, 
 PREFERENCES AND RIGHTS 
 of 
 SERIES D CONVERTIBLE PREFERRED STOCK 
 of 
 MEDICAL SOLUTIONS MANAGEMENT INC. 
 Medical Solutions Management Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), acting in accordance with §78.195 of the Nevada Revised
Statutes, hereby certifies that the Board of Directors of the Corporation (the “Board of Directors” or the “Board”), pursuant to authority of the Board of Directors as required by applicable corporate law, and in
accordance with the provisions of its certificate of incorporation and bylaws, has and hereby authorizes a series of the Corporation’s previously authorized Preferred Stock, par value $.0001 per share (the “Preferred Stock”),
and hereby states the designation and number of shares, and fixes the rights, preferences, privileges, powers and restrictions thereof, as follows: 
 SERIES D CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT 
 798,906 shares of the authorized and unissued Preferred Stock
of the Corporation are hereby designated “Series D Convertible Preferred Stock” with the following rights, preferences, powers, privileges, restrictions, qualifications and limitations. Capitalized terms used and not otherwise
immediately defined are defined in Section 8 below. 
 1. Stated Value. The par value of each issued share of Series D
Convertible Preferred Stock shall be $.0001 per share, and the stated value of each issued share of Series D Convertible Preferred Stock shall be deemed to be $10.00 (the “Stated Value”), subject to increase set forth in
Section 2 below. 
 2. Dividends. 
 a. Dividends on Series D Convertible Preferred Stock. The holders of shares of Series D Convertible Preferred Stock shall be entitled to receive, and the Corporation shall pay, a cumulative dividend for each
such share at a rate per annum equal to ten percent (10%) of the Stated Value (as such term is defined in Section 1 above) thereof, payable semi-annually on June 30 and December 31, beginning on December 31, 2008 and
on each Conversion Date (as such term is defined in Section 5(b) below) (with respect only to Series D Convertible Preferred Stock being converted) (each such date, a “Dividend Payment Date”) (if any Dividend Payment
Date is not a Trading Day, the applicable payment shall be due on the next succeeding Trading Day), by one of the following methods, as selected by the Corporation in its discretion: (i) in cash, to the extent funds are legally available
therefor in accordance with applicable corporate law; or (ii) in-kind, with shares of Common Stock registered for resale on Form SB-2 (or an alternative available form if the reporting company is not eligible to file a Form SB-2), which such
shares shall be valued solely for such purpose at a ten percent (10%) discount to average VWAP for the 5 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Dividend Payment Date. Notwithstanding the
foregoing, [A] if a registration statement registering the shares of Common Stock for resale is not effective, then the Corporation shall make the dividend payment pursuant to Section 2(a)(i) above, and [B] if funds are not legally
available for payment of the dividend in accordance with applicable corporate law, and a registration statement registering the shares of Common Stock for resale is not effective, then, at the election of such Holder, such dividends shall accrue to
the next Dividend Payment Date (subject to Section 2(b) below) or shall be accredited to, and increase, the outstanding Stated Value. Dividends on the Series D Convertible Preferred Stock shall be calculated on the basis of a 360-day
year, consisting of twelve 30 calendar day periods, shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds
of the Corporation legally available for the payment of dividends. Except as otherwise provided herein, if at any time the Corporation pays dividends partially in cash and partially in shares, then such payment shall be distributed ratably among the
Holders based upon the number of shares of Series D Convertible Preferred Stock held by each Holder on such Dividend Payment Date. If at any time the Corporation delivers a notice to the Holders of its election to pay the dividends in shares of
Common Stock, the Corporation shall timely file a prospectus supplement pursuant to Rule 424 of the Exchange Act disclosing such election. 







 b. Priority of Payment. In the event that full dividends are not paid under
Section 2(a) above to the holders of all outstanding shares of Series D Convertible Preferred Stock so entitled to such payment and funds available for payment of dividends shall be insufficient to permit payment in full to holders of
all such stock of the full preferential amounts to which they are then entitled, then the entire amount available for payment of dividends shall be distributed, first, ratably among all holders of Series D Convertible Preferred Stock and the holders
of shares of the Corporation’s 6% Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) and the holders of the Corporation’s Series B Convertible Preferred Stock (the “Series B
Convertible Preferred Stock”) in proportion to the full amount to which they would otherwise be respectively entitled and, second, only after the holders of Series D Convertible Preferred Stock, Series A Convertible Preferred Stock and
Series B Convertible Preferred Stock have received the full amount of dividends to which they were entitled, ratably among all holders of other Preferred Stock and Common Stock ranking junior to the Series D Convertible Preferred Stock in proportion
to the full amount to which they would otherwise be respectively entitled. 
 3. Voting. 
 a. Voting Rights. Except as otherwise provided herein or as otherwise required by law, each holder of the shares of Series D Convertible Preferred
Stock shall have the right to the number of votes equal to the number of Conversion Shares then issuable upon conversion of the Series D Convertible Preferred Stock, without regard to the limitations set forth in Section 5(f) below, held
by such Holder in all matters as to which shareholders are required or permitted to vote, and with respect to such vote, such Holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and
shall be entitled, notwithstanding any provision in this certificate of incorporation as amended hereby, to vote, together with the holders of Common Stock as a single class, with respect to any question upon which holders of Common Stock have the
right to vote. To the extent permitted under applicable corporate law, but subject to Section 3(c) below, the Corporation’s shareholders may take action by the affirmative vote of a majority of all shareholders of this Corporation
entitled to vote on an action. 
 b. So long as fifty percent (50%) of the shares of Series D Preferred Stock issued and outstanding on
the Original Issue Date remain issued and outstanding,, the holders of record of the shares of Series D Preferred Stock, exclusively and as a separate class, shall be entitled to elect four (4) directors of the Corporation (the
“Series D Directors”) by, affirmative vote of the holders of no-less than fifty percent (50%) of the then-outstanding Stated Value of the Series D Convertible Preferred Stock consenting or voting (as the case may be),
given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders. Any director elected pursuant to this Section 3(b) may be removed without cause by, and
only by, affirmative vote of the holders of no-less than fifty percent (51%) of the then-outstanding Stated Value of the Series D Preferred Stock consenting or voting (as the case may be) as a separate class from the Common Stock, given either
at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series
A Preferred Stock, Series B Preferred Stock, and Series D Preferred Stock), exclusively and voting together as a single class, shall, subject to any other rights of any additional series of Preferred Stock that may be established from time to time,
be entitled to elect the balance of the total number of Directors of the Corporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the
class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. A vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in
lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Section 3(b). 
 c. Limitations on Corporate Actions. Notwithstanding anything to the contrary in Section 3(a) above, so long as at least twenty
percent (20%) of the shares of Series D Preferred Stock issued and outstanding on the Original Issue Date remain issued and outstanding, the Corporation shall not, without the written consent or affirmative vote of the holders of at least a
majority of the then-outstanding shares of Series D Preferred Stock consenting or voting (as the case may be) as a separate class from the Common Stock, either directly or by amendment, merger, consolidation or otherwise: 







 (i) amend its certificate or articles of incorporation in any manner that adversely affects the rights
of the Holders; 
 (ii) alter or change adversely the voting or other powers, preferences, rights, privileges, or restrictions of the Series
D Convertible Preferred Stock contained herein or alter or amend this Certificate of Designation; 
 (iii) increase the authorized number of
shares of Preferred Stock or the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock; 
 (iv) redeem, purchase or
otherwise acquire directly or indirectly any Junior Stock or any shares pari passu with the Series D Convertible Preferred Stock; 
 (v) directly or indirectly pay or declare any dividend or make any distribution in respect of, any Junior Stock, or set aside any monies for the purchase or redemption (through a sinking fund or otherwise) of any
Junior Stock or any shares pari passu with the Series D Convertible Preferred Stock; 
 (vi) authorize or create any
class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 4 below) senior to or otherwise pari passu with the Series D Convertible Preferred Stock; or 
 (vii) enter into any agreement with respect to any of the foregoing. 
 4. Liquidation, Dissolution or Winding-Down. 
 a. Payments to Holders of Series D Convertible
Preferred Stock. Upon any liquidation, dissolution or winding-down of the Corporation, whether voluntary or involuntary (a “Liquidation”), the holders of the shares of Series D Convertible Preferred Stock shall rank pari
passu with the holders of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock and shall be paid in cash, before any payment shall be paid to the holders of Common Stock, or any other Junior Stock, an amount for each
share of Series D Convertible Preferred Stock held by such holder equal to the sum of (1) the Stated Value thereof and (2) an amount equal to dividends accrued but unpaid thereon, computed to the date payment thereof is made available
(such applicable amount payable with respect to a share of Series D Convertible Preferred Stock sometimes being referred to as the “Individual Series D Preferred Liquidation Preference Payment” and with respect to all shares of
Series D Convertible Preferred Stock in the aggregate sometimes being referred to as the “Aggregate Series D Liquidation Preference Payment”). If, upon such liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, the assets to be distributed among the holders of shares of Series D Convertible Preferred Stock and any class or series of stock ranking on parity with the Series D Convertible Preferred Stock shall be insufficient to
permit payment to the holders of Series D Convertible Preferred Stock the full preferential amount to which they shall be entitled, the holders of shares of Series D Convertible Preferred Stock and any class or series of stock ranking on liquidation
on a parity with the Series D Convertible Preferred Stock shall share ratably in any distribution of the remaining 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. 
 b. Payments to Holders
of Junior Stock. After the payment of all preferential amounts required to be paid to the holders of the Series D Convertible Preferred Stock and any other class or series of stock of the Corporation ranking on liquidation senior to or on a
parity with the Series D Convertible Preferred Stock, the holders of shares of Junior Stock then outstanding shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders as otherwise set forth
in the Corporation’s certificate or articles of incorporation. 
 5. Conversion. The holders of Series D Convertible Preferred
Stock shall have the conversion rights as follows. 







 a. Right to Convert. Each share of Series D Convertible Preferred Stock shall be convertible, at
the option of the holder thereof, at any time after the Original Issue Date (subject to the limitations set forth in Section 5(f) below), and without the payment of additional consideration by the holder thereof, into such number of
fully-paid and nonassessable shares of Common Stock as is determined by dividing (1) the sum of (i) the Stated Value per share and (ii) all dividends accrued and unpaid on each such share to the date such share is converted, whether
or not declared, and all other dividends declared and unpaid on each such share through the date of actual conversion, by (2) the Series D Conversion Price in effect at the time of conversion. The “Series D Conversion Price”
shall be ten cents ($0.10); provided, however, that the Series D Conversion Price, and the rate at which shares of Series D Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in
Section 6. below. Shares of Series D Convertible Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued. 
 b. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice
of Conversion”). Each Notice of Conversion shall specify the number of shares of Series D Convertible Preferred Stock to be converted, the number of shares of Series D Convertible Preferred Stock owned prior to the conversion at issue, the
number of shares of Series D Convertible Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such
Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is
deemed delivered hereunder. To effect conversions of shares of Series D Convertible Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing such shares of Series D Convertible Preferred Stock to the Corporation
unless all of the shares of Series D Convertible Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Series D Convertible Preferred Stock promptly following the
Conversion Date at issue. Certificates representing the Series D Convertible Preferred Stock shall have the following legend: 
 THE
HOLDER AND ANY ASSIGNEE OR TRANSFEREE, BY ACCEPTANCE OF THIS STOCK CERTIFICATE, ACKNOWLEDGE AND AGREE THAT, PURSUANT TO SECTION 5.B. OF THE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D CONVERTIBLE PREFERRED STOCK, THE NUMBER
OF SHARES REFLECTED ON THE FACE OF THIS CERTIFICATE MAY NOT BE THE ACTUAL NUMBER OF SHARES HELD BY THE HOLDER OR ASSIGNEE. PLEASE INQUIRE WITH THE CORPORATION AS TO THE ACTUAL NUMBER OF SHARES EVIDENCED BY THIS CERTIFICATE. 
 c. Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series D Convertible Preferred Stock. In lieu of
any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board of Directors, or
round-up to the next whole number of shares, at the Corporation’s option. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series D Convertible Preferred
Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion. 
 d. Mechanics of Conversion. 
 (i) Delivery of Certificate Upon Conversion. Not later than five Trading Days after
each Conversion Date (the “Share Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder a certificate or certificates which shall be free of restrictive legends and trading restrictions
(other than those which may then be required by applicable securities laws) representing the number of shares of Common Stock being acquired upon the conversion of shares of Series D Convertible Preferred Stock. The Corporation shall, upon request
of such Holder, use its reasonable efforts to deliver any certificate or certificates required to be delivered by the Corporation under this Section electronically through the Depository Trust Company or another established clearing corporation
performing similar functions. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the fifth Trading Day after the Conversion Date, the applicable Holder shall be
entitled to elect by written notice to the Corporation at any time 








 
on or before its receipt of such certificate or certificates, to rescind such Conversion Notice by written notice to the Corporation, in which event the
Corporation shall promptly return to such Holder any original Series D Convertible Preferred Stock certificate delivered to the Corporation and such Holder shall promptly return any Common Stock certificates representing the shares of Series D
Convertible Preferred Stock tendered for conversion to the Corporation. 
 (ii) Obligation Absolute; Damages. The Corporation’s
obligation to issue and deliver the Conversion Shares upon conversion of Series D Convertible Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same,
any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by
such Holder or any other Person of any obligation to the Corporation; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder. If the
Corporation fails to deliver to a Holder such certificate or certificates pursuant to this Section on the fifth Trading Day after the Share Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Stated Value of Series D Convertible Preferred Stock being converted, $10 per Trading Day (increasing to $20 per Trading Day on the tenth Trading Day after the Share Delivery Date) for each Trading
Day after such fifth Trading Day after the Share Delivery Date until such certificates are delivered. 
 e. Reservation of Shares Issuable
Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series D Convertible Preferred
Stock and payment of dividends on the Series D Convertible Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of the Series D Convertible Preferred
Stock, not less than such aggregate number of shares of the Common Stock as shall be issuable upon the conversion of all outstanding shares of Series D Convertible Preferred Stock and payment of dividends hereunder. The Corporation covenants that
all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. 
 f. Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Series D Convertible Preferred Stock, and a Holder shall not have the right to convert any portion of the Series D Convertible
Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any other person or entity acting as a group together with
such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by
such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series D Convertible Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which are issuable upon (A) conversion of the remaining, unconverted Stated Value of Series D Convertible Preferred Stock beneficially owned by such Holder or any of its Affiliates and (B) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates. Except as
set forth in the preceding sentence, for purposes of this Section 5(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the
extent that the limitation contained in this Section applies, the determination of whether the Series D Convertible Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates) and of how many
shares of Series D Convertible Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Series D
Convertible Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates) and how many shares of the Series D Convertible Preferred Stock are convertible, in each case subject to such aggregate
percentage limitations. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in
this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated 








 
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of
this Section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Corporation’s most recent Form
10-QSB or Form 10-KSB, as the case may be, (B) a more recent public announcement by the Corporation or (C) a more recent notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Stock
outstanding. Upon the written or oral request of a Holder, the Corporation shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series D Convertible Preferred Stock, by such Holder or its Affiliates since the date as of
which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of
shares of Common Stock issuable upon conversion of Series D Convertible Preferred Stock held by the applicable Holder. The Beneficial Ownership Limitation provisions of this Section may be waived by such Holder, at the election of such Holder, upon
not less than 61 days’ prior notice to the Corporation, to change the Beneficial Ownership Limitation to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock
upon conversion of Series D Convertible Preferred Stock held by the applicable Holder and the provisions of this Section shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to
such 9.99% limitation, the Beneficial Ownership Limitation shall not be further waived by such Holder. The limitations contained in this paragraph shall apply to a successor holder of Series D Convertible Preferred Stock. 
 6. Certain Adjustments. 
 a. Stock
Dividends and Stock Splits. If the Corporation, at any time while this Series D Convertible Preferred Stock is outstanding: (A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on
shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Series D Convertible Preferred
Stock or the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock); (B) subdivides outstanding shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split)
outstanding shares of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Series D Conversion Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 6(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. 
 b. Subsequent Equity Sales. If, at any time while this Series D Convertible Preferred Stock is outstanding, the Corporation or any Subsidiary, as applicable, sells, grants or otherwise issues (or announces any sale, grant or other
issuance related to the foregoing) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base
Conversion Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per
share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced to equal the Base Conversion Price.
Notwithstanding the foregoing, no adjustment will be made under this Section 6(b) in connection with an Exempt Issuance. The Corporation shall notify the Holders in writing, no later than the Business Day following the issuance of any
Common Stock or Common Stock Equivalents subject to this Section 6(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the
“Dilutive Issuance Notice”). For purposes of clarification, whether or not the Corporation provides a Dilutive Issuance Notice pursuant 








 
to this Section 6(b), upon the occurrence of any Dilutive Issuance, the Holders are entitled to receive a number of Conversion Shares based upon
the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether a Holder accurately refers to the Base Conversion Price in the Notice of Conversion. 
 c. Subsequent Rights Offerings. If the Company, at any time while Series D Convertible Preferred Stock is outstanding, shall issue rights, options
or warrants to all holders of Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP as of the record date mentioned below, then the Conversion Price shall be
multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or
purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares
so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, and
shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. 
 d. Pro Rata Distributions. If the Corporation, at any time while this Series D Convertible Preferred Stock is outstanding, distributes to all holders of Common Stock (and not to Holders) evidences of its
indebtedness or assets (including cash and cash dividends) (other than stock dividends, which shall be subject to Section 6(a) and the dividends due pursuant to Section 1 hereof), then, in each such case, the Conversion Price shall
be adjusted by multiplying such Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of
the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then fair market value at such record date of the portion of such assets, evidence of indebtedness or rights or warrants so distributed
applicable to one outstanding share of the Common Stock as determined by the Board of Directors of the Corporation in good faith. In either case the adjustments shall be described in a statement delivered to the Holders describing the portion of
assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date
mentioned above. 
 e. Fundamental Transaction. If, at any time while this Series D Convertible Preferred Stock is outstanding,
(i) the Corporation effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation effects any sale of all or substantially all of its assets in one transaction or a series of related transactions,
(iii) any tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or
(iv) the Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a
“Fundamental Transaction”), then, upon any subsequent conversion of this Series D Convertible Preferred Stock, the Holders shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion
immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holders shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Series D Convertible Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate
the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent
with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The terms of any agreement pursuant to which a 








 
Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this
Section 6(e) and insuring that this Series D Convertible Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. 
 f. Calculations. All calculations under this Section 6 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 6, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the
Corporation) issued and outstanding. 
 g. Notice to the Holders. 
 (i) Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 6, the
Corporation shall promptly mail to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. 
 (ii) Notice to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to
subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or
merger to which the Corporation is a party, any sale or transfer of all or substantially all of the assets of the Corporation, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or
(E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency maintained for the
purpose of conversion of this Series D Convertible Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 10 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of
which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. The Holder is entitled to convert the Series D Convertible Preferred Stock (or any part hereof) during the 10-day period commencing on the date of such notice through the effective date of the event triggering such
notice. 
 7. Redemption Upon Triggering Events. 
 a. “Triggering Event” means any one or more of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment,
decree or order of any court, or any order, rule or regulation of any administrative or governmental body): 
 (i) [A] the Corporation
merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the shareholders of the Corporation immediately prior to such transaction own less than
66% of the aggregate voting power of the Corporation or the successor entity of such transaction, or [B] the Corporation sells or transfers all or substantially all of its assets to another Person and the shareholders of the Corporation
immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, or [C] the execution by the Corporation of an agreement to which the Corporation is a party or by
which it is bound, providing for any of the events set forth in clauses [A] through [B] herein; 







 (ii) the Corporation shall fail to have available a sufficient number of authorized and unreserved
shares of Common Stock to issue to such Holder upon a conversion hereunder; 
 (iii) unless specifically addressed elsewhere in this
Certificate of Designations as a Triggering Event, the Corporation shall fail to observe or perform any other covenant, agreement or warranty contained in this Certificate of Designations, and such failure or breach shall not, if subject to the
possibility of a cure by the Corporation, have been cured within 20 calendar days after the date on which written notice of such failure or breach shall have been delivered; 
 (iv) there shall have occurred a Bankruptcy Event; or 
 (v) any monetary judgment, writ or similar final process shall be entered or filed against the Corporation, any Subsidiary or any of their respective property or other assets for greater than $100,000, and such
judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 30 calendar days. 
 b. Upon the
occurrence of a Triggering Event, each Holder shall (in addition to all other rights it may have hereunder or under applicable law) have the right, exercisable at the sole option of such Holder, to require the Corporation to redeem all of the Series
D Convertible Preferred Stock then held by such Holder for a redemption price equal to the Stated Value of the Series D Convertible Preferred Stock, plus all accrued and unpaid dividends (the “Triggering Redemption Amount”). The
Triggering Redemption Amount shall be due and payable within five Trading Days of the date on which the notice for the payment therefor is provided by a Holder. If the Corporation fails to pay in full the Triggering Redemption Amount hereunder on
the date such amount is due in accordance with this Section, the Corporation will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from such date until the
Triggering Redemption Amount, plus all such interest thereon, is paid in full. For purposes of this Section, a share of Series D Convertible Preferred Stock is outstanding until such date as the applicable Holder has been paid the Triggering
Redemption Amount in cash. 
 8. Definitions. As used herein, the following terms shall have the following meanings: 
 a. “Affiliate” means any Person that, directly or indirectly through one (1) or more intermediaries, controls or is controlled by or
is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment
manager as such Holder will be deemed to be an Affiliate of such Holder. 
 b. “Bankruptcy Event” means any of the following
events: (i) the Corporation or any Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Subsidiary thereof; (ii) there is commenced against the Corporation or any Subsidiary thereof any such case or proceeding that is not
dismissed within 60 days after commencement; (iii) the Corporation or any Subsidiary thereof is adjudicated 
 c. “Business
Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close. 
 d. “Common Stock” means the Corporation’s common stock, par value $.0001 per share. 
 e. “Common Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock. 







 f. “Conversion Shares” means, collectively, the shares of Common Stock issuable upon
conversion of the shares of Series D Convertible Preferred Stock in accordance with the terms hereof. 
 g. “Exempt
Issuance” means: (i) shares of Common Stock or options to purchase Common Stock issued to employees, officers, directors or consultants of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee
members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (ii) shares of Common Stock issued or deemed issued as a dividend or distribution on the Series
A Convertible Preferred Stock or Series B Convertible Preferred Stock; (iii) shares of Common Stock issued upon exercise or conversion of the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock; (iv) shares of
Common Stock issued upon the exercise or conversion of Common Stock Equivalents outstanding on the date hereof, provided the issuance is pursuant to the terms of such Common Stock Equivalent as disclosed in such disclosure schedules; (v) shares
of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section 6(a) above; (vi) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the directors, provided that any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company, as
determined by a majority of the directors, and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities; and (vii) securities sold in connection with a firm commitment underwritten public offering of shares of Common Stock that is intended, pursuant to the Board of Directors
resolution, to produce minimum proceeds (after payment of underwriter’s fees and commissions) of not less than $30,000,000. 
 h.
“Holder” means a holder of Series D Convertible Preferred Stock. 
 i. “Junior Stock” means the Common
Stock and all other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior or pari passu to the Series D Convertible Preferred Stock in dividend rights or liquidation preference.

 j. “Original Issue Date” the date the Corporation initially issues the shares of Series D Convertible Preferred Stock,
regardless of the number of times transfer of such share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such share. 
 k. “Person” shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity,
as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. 
 l. “Rule 144” means Rule 144 promulgated by the SEC under the Securities Act. 
 m.
“SEC” means the United States Securities and Exchange Commission. 
 n. “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 
 o. “Subsidiary” shall mean any
corporation, association, partnership, limited liability company or other business entity of which more than fifty percent (50%) of the total voting power is, at the time, owned or controlled, directly or indirectly, by the Corporation or one
or more of the other Subsidiaries of the Corporation or a combination thereof. 
 p. “Trading Day” means a day on which the
securities exchange, association, or quotation system on which shares of Common Stock are listed or quoted for trading shall be open for business or, if the shares of Common Stock shall not be listed on such exchange, association, or quoted on a
quotation system for such day, a day with respect to which trades in the United States domestic over-the-counter market shall be reported. 







 q. “Trading Market” means the following exchanges on which the Common Stock is listed
for trading on the date in question: the New York Stock Exchange, the Nasdaq Capital Market or the Nasdaq Global Market, the American Stock Exchange, the OTCBB, or Pink Sheets. 
 r. “VWAP” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean the price determined
by the first of the following clauses that applies: (a) if shares of Common Stock are traded on a national securities exchange (an “Exchange”), the weighted average of the closing sale price of a share of the Common Stock of
the Company on the last five (5) Trading Days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day); (b) if shares of
Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), the weighted average of the
closing sale price of a share of the Common Stock of the Company on the last five (5) Trading Days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with
respect to each such day); (c) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing sale price, in each case on the last five (5) Trading Days (or if the relevant price or quotation
did not exist on any of such days, the relevant price or quotation on the next preceding Business Day on which there was such a price or quotation) prior to the Determination Date as reported by the Over the Counter Bulletin Board (the
“OTCBB”), or any other successor organization; (d) if no closing sales price is reported for the Common Stock by the OTCBB or any other successor organization for such day, the average of the closing sale price, in each case on
the last five (5) Trading Days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination
Date as reported by the “pink sheets” by the Pink Sheets, LLC, or any successor organization, (e) if no closing sales price is reported for the Common Stock by the OTCBB or any other successor organization for such day, then the
average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or in the “pink sheets” by the Pink Sheets, LLC on the last five (5) Trading Days; or (f) in all other
cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holder and reasonably acceptable to the Company. 
 [Remainder of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, this Certificate of Designations has been executed by a duly authorized
officer of the Corporation on this 29th day of July, 2008. 
  

			
	MEDICAL SOLUTIONS MANAGEMENT INC.
		
	By:	 	/s/ Lowell M. Fisher
	 Name:
 Title:
	 	 Lowell M. Fisher
 Interim Chief Executive
Officer










 ANNEX A 
 NOTICE OF CONVERSION 
 (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES 
 OF SERIES D PREFERRED STOCK) 
 The undersigned hereby elects
to convert the number of shares of Series D Convertible Preferred Stock indicated below into shares of common stock, $.0001 par value per share (the “Common Stock”), of Medical Solutions Management Inc., a Nevada corporation (the
“Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement. No fee will be charged to the Holders for any conversion, except for any such transfer
taxes. 
 Conversion calculations: 
 Date to Effect Conversion:                                
                                         
                                         
                                         
                                         
           
 Number of shares of Preferred Stock owned prior to Conversion:                     
                                         
                                         
                               
 Number of shares of Preferred Stock to be Converted:                        
                                         
                                         
                                         
        
 Stated Value of shares of Preferred Stock to be Converted:                      
                                         
                                         
                                         

 Applicable Conversion Price:                                 
                                         
                                         
                                         
                                         
     
 Number of shares of Preferred Stock subsequent to Conversion:                      
                                         
                                         
                                
  

	
	HOLDER:                                      
                                       

	
	By:                                       
                                         
          
	Its: