Summary of AMPIO PHARMACEUTICALS, INC.

Item 3.03 Material Modification to Rights of Security Holders.

On March 24, 2010, Ampio Pharmaceuticals, Inc., f/k/a Chay Enterprises, Inc. (the "Company") changed its state of incorporation from the State of Colorado to the State of Delaware (the "Reincorporation") pursuant to a plan of conversion, dated March 24, 2010 (the "Plan of Conversion"). The Reincorporation was accomplished by the filing of (i) Statement of Conversion (the "Colorado Statement of Conversion") with the Secretary of State of Colorado, and (ii) a Certificate of Conversion (the "Delaware Certificate of Conversion"), a Certificate of Incorporation (the "Delaware Certificate of Incorporation") and an Amendment to the Certificate of Incorporation by which Chay Enterprises, Inc., a Delaware corporation, changed its name to Ampio Pharmaceuticals, Inc, with the Secretary of State of Delaware. Pursuant to the Plan of Conversion, the Company's board of directors also adopted new bylaws in the form attached as Exhibit 3.5 hereto (the "Delaware Bylaws").

The Reincorporation was previously submitted to a vote of, and approved by, the Company's stockholders at the Special Meeting of Shareholders of Chay Enterprises, Inc., held on March 1, 2010. Upon the effectiveness of the Reincorporation, and giving effect to the change of corporate name as if such change had occurred in the Colorado corporation before the reincorporation (at which time the Company was named Chay Enterprises, Inc.):

(i) the Company ceased being governed by Colorado corporation laws, the Company's previous articles of incorporation and the Company's previous by-laws and became subject to Delaware corporation laws, the Delaware Certificate of Incorporation, as amended, and the Delaware Bylaws;

(ii) the Company as a Delaware corporation after the Reincorporation ("Ampio Delaware") (a) is deemed to be the same entity as the Company as a Colorado corporation before the Reincorporation ("Ampio Colorado") for all purposes under the laws of Delaware, (b) continues to have all of the rights, privileges and powers of Ampio Colorado, (c) continues to possess all of the properties of Ampio Colorado, and (d) continues to have all of the debts, liabilities and obligations of Ampio Colorado;

(iii) each outstanding (a) share of Ampio Colorado common stock continues to be an outstanding share of Ampio Delaware common stock, and (b) option, warrant or other right to acquire shares of Ampio Colorado common stock continues to be an outstanding option, warrant or other right to acquire shares of Ampio Delaware common stock (with all Ampio Colorado preferred stock having previously converted into Ampio common stock upon the merger of Chay Acquisitions, Inc. into DMI Life Sciences, Inc., at which time DMI Life Sciences, Inc. became a wholly-owned subsidiary of Chay Enterprises, Inc.);

(iv) each employee benefit plan, incentive compensation plan or other similar plan of Ampio Colorado continues to be an employee benefit plan, incentive compensation plan or other similar plan of Ampio Delaware; and

(v) each director and officer of Ampio Colorado continues to hold their respective offices with Ampio Delaware.

The Reincorporation is not expected to affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under such material contractual arrangements continue as rights and obligations of Ampio Delaware. The Reincorporation itself did not result in any change in headquarters, business, jobs, management, location of any of the Company's offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation) of the Company.

Because of differences between Colorado corporation laws and Delaware corporation laws, as well as differences between the Company's governing documents before and after the Reincorporation, the Reincorporation effected certain changes in the rights of the Company's stockholders. Summarized below are significant provisions of the Colorado Revised Statutes, as amended (the "CRS"), and the Delaware General Corporation Law, as amended (the "DGCL"), along with the differences between the rights of the stockholders of the Company immediately before and immediately after the Reincorporation resulting from the differences between the CRS and the DGCL and the differences between Ampio Colorado's articles of incorporation and Ampio Colorado's by-laws, on the one hand, and the Delaware Certificate of Incorporation and the Delaware Bylaws, on the other hand. The summary below is not an exhaustive list of all differences or a complete description of the differences described, and is qualified in its entirety by reference to the CRS, the DGCL, Ampio Colorado's articles of incorporation, Ampio Colorado's by-laws, the Delaware Certificate of Incorporation and the Delaware Bylaws.

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                           Colorado law and Ampio            Delaware law and Ampio
                                 Colorado's                        Delaware's
Provision                   governing documents               governing documents

                         ELECTIONS; VOTING; PROCEDURAL MATTERS

Number of Directors   Colorado law provides that a       Delaware law provides that a
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