WITNESSETH:Consulting Agreement • December 7th, 2001 • Vertical Health Solutions Inc • Florida
WITNESSETH:Employment Agreement • December 7th, 2001 • Vertical Health Solutions Inc • Florida
UNDERWRITER'SWarrant Agreement • September 5th, 2002 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
EXHIBIT 10.10 CONVERSION AGREEMENT THIS CONVERSION AGREEMENT (this "Agreement"), effective as of June 30, 2002, is by and between VERTICAL HEALTH SOLUTIONS, INC., a Florida corporation (the "Company"), and DYNAMIC HEALTH PRODUCTS, INC., a Florida...Conversion Agreement • September 5th, 2002 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
EXHIBIT 10.13 STOCK REPURCHASE AGREEMENT This Agreement is made May 29, 2002, by Jugal Taneja ("Taneja"), whose mailing address is 7270 Sawgrass Point Drive, Pinellas Point, Florida 33282, SMW Capital Group Limited Partnership, a Nevada limited...Stock Repurchase Agreement • March 21st, 2003 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2004 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser, Vertical Health Ventures, Inc. and the Company (the “Securities Purchase Agreement”), and pursuant to the Certificate of Designation, the Series A Preferred and the Warrants referred to therein.
EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of April 1, 2001 by LabelClick Inc., a Florida corporation (the "Employer"), and Brian Nugent (the "Executive"). The parties, intending to be legally bound, agree as follows:...Employment Agreement • December 7th, 2001 • Vertical Health Solutions Inc • Florida
ContractVertical Health Solutions Inc • June 4th, 2004 • Wholesale-medical, dental & hospital equipment & supplies • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VERTICAL HEALTH SOLUTIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • February 22nd, 2005 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
THIS BUSINESS LOAN AGREEMENT dated February 10, 2005, is made and executed between Vertical Health Solutions, Inc. (“Borrower”) and Patriot Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 4th, 2004 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
This Stock Pledge Agreement (this “Agreement”), dated as of May 27, 2004, among Laurus Master Fund, Ltd. (the “Pledgee”), Vertical Health Solutions, Inc., a Florida corporation (the “Company”), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
1,600,000 Units Each Unit consisting of one share of Common Stock and One Warrant to Purchase Common StockVertical Health Solutions Inc • September 5th, 2002 • Wholesale-medical, dental & hospital equipment & supplies • New York
COMMERCIAL SECURITY AGREEMENT References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.Commercial Security Agreement • February 22nd, 2005 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
THIS COMMERCIAL SECURITY AGREEMENT dated February 10, 2005, is made and executed between Vertical Health Solutions, Inc. (“Grantor”) and Patriot Bank (“Lender”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • June 4th, 2004 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement (this “Agreement”) is dated as of the 27th the day of May, 2004 among VERTICAL HEALTH SOLUTIONS, INC., a Florida corporation (the “Company”), Vertical Health Ventures, Inc., a Delaware corporation (“Newco”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
ONPOINT MEDICAL DIAGNOSTICS, INC.Nonqualified Stock Option Grant • April 21st, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (this “Agreement”), dated as of _________ __, 2011 (the “Date of Grant”), is delivered by OnPoint Medical Diagnostics, Inc. (the “Company”) to _______________ (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
THIS EMPLOYMENT AGREEMENT, dated effective as of February 1, 2005 (the “Agreement”), is by and between Vertical Health Solutions, Inc., a Florida corporation (the “Company”), and Stephen M. Watters (the “Employee”).
ONPOINT MEDICAL DIAGNOSTICS, INC.Incentive Stock Option Grant • April 21st, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This INCENTIVE STOCK OPTION GRANT AGREEMENT (this “Agreement”), dated as of __________ ___, 2011 (the “Date of Grant”), is delivered by OnPoint Medical Diagnostics, Inc. (the “Company”) to _______________ (the “Grantee”).
ONPOINT MEDICAL DIAGNOSTICS SELLING AGENCY AGREEMENT FOR PRIVATE PLACEMENT OF CONVERTIBLE PROMISSORY NOTESSelling Agency Agreement • August 27th, 2012 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Selling Agency Agreement is entered into by and between VERTICAL HEALTH SOLUTIONS, INC. (doing business as OnPoint Medical Diagnostics), a Florida corporation (the “Company”), and Emergent Financial Group, Inc. (the “Selling Agent”) as of August 1, 2012.
form of Registration Rights AgreementRegistration Rights Agreement • April 2nd, 2012 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this ____ day of ________, 2011 (the “Effective Date”) by Vertical Health Solutions, Inc. d/b/a OnPoint Medical Diagnostics (the “Company”) for the benefit of the parties identified on the Schedule of Rights Holders attached hereto as Exhibit A, as the same may be amended from time to time and relates to shares of common stock of the Company (the “Common Stock”).
NOTE AMENDMENT AND WAIVER AGREEMENTNote Amendment and Waiver Agreement • March 22nd, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This NOTE AMENDMENT AND WAIVER AGREEMENT (this “Amendment and Waiver”), dated as of February 2, 2011 (the “Effective Date”), by and between Vertical Health Solutions, Inc. a Florida corporation (the “Company”), and each of the holders of the promissory notes listed on the signature page hereto (the “Holders”).
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2005 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
THIS AGREEMENT, made, entered into, and effective this 1st day of February, 2005 (the “Effective Date”), by and between JUGAL K. TANEJA, an individual resident of Florida (hereinafter referred to as “Consultant”), and Vertical Health Solutions, Inc., A Florida corporation with its principal place of business in Oldsmar, Florida (hereinafter referred to as “Corporation”).
VERTICAL HEALTH SOLUTIONS, INC. SECURITIES PURCHASE AGREEMENT May 27, 2004Securities Purchase Agreement • June 4th, 2004 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2004, by and among Vertical Health Solutions, Inc., a Florida corporation (the “Company”), Vertical Health Ventures, Inc., a Delaware corporation and the Company’s wholly owned Subsidiary (as defined below) (“Newco”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 6th, 2007 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
This Stock Purchase Agreement (“Agreement”) is made and entered into as of this 1st day of June 2007, by and among T&L, Inc., a Florida corporation having its principal offices at 5421 Karlsburg Place, Palm Harbor Fl 34685 ( “Purchaser”), and Vertical Health Solutions, Inc., having its principal offices at 630 Brooker Creek Blvd., Ste. 340, Oldsmar, FL 34677 (“Seller”), and Drug Depot, Inc., a Florida corporation having its principal offices at 2595 Tampa Rd., Ste. E, Palm Harbor, FL (the “Company”).
EXHIBIT 10.11 ESCROW AGREEMENT AGREEMENT made this 28th day of January, 2003 by and between Vertical Health Solutions, Inc., a Florida corporation (the "Issuer"), and First Community Bank of America (the "Escrow Agent"). W I T N E S S E T H: WHEREAS,...Escrow Agreement • January 30th, 2003 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
Page 2 CHANGE IN TERMS AGREEMENT (Continued) ================================== ==============================================Change in Terms Agreement • March 21st, 2003 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Florida
April 15, 2011 Vertical Health Solutions, Inc. Ladies and Gentlemen:Vertical Health Solutions Inc • April 21st, 2011 • Wholesale-medical, dental & hospital equipment & supplies
Reference is made to the Agreement and Plan of Merger dated as of February 1, 2011 (the “Merger Agreement”), by and among OnPoint Medical Diagnostics, Inc., Vertical Health Solutions, Inc.(the “Company”), and Vertical HS Acquisition Corp. Pursuant to the Merger Agreement, I hereby resign effective as of the date hereof in all capacities in which I serve as an executive officer or employee of the Company.
NOTE AMENDMENT AND WAIVER AGREEMENTNote Amendment and Waiver Agreement • February 7th, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This NOTE AMENDMENT AND WAIVER AGREEMENT (this “Amendment and Waiver”), dated as of February 1, 2011 (the “Effective Date”), by and between Vertical Health Solutions, Inc. a Florida corporation (the “Company”), and each of the holders of the promissory notes listed on the signature page hereto (the “Holders”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • June 13th, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
SUBSCRIPTION AGREEMENT (“Agreement”) is being made by the undersigned (the “Purchaser”) with Vertical Health Solutions, Inc., a Florida corporation (“VHS” or the “Company”) and OnPoint Medical Diagnostics, Inc., a Minnesota corporation (“OnPoint”) in connection with the Purchaser’s subscription to acquire securities to be issued by VHS if this Agreement is accepted by VHS and OnPoint.
GUARANTYGuaranty • June 4th, 2004 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
FOR VALUE RECEIVED, and in consideration of certain Series A Preferred Stock to be issued to Laurus Master Fund, Ltd. (“Laurus”) by Vertical Health Ventures, Inc., a Delaware corporation (“Issuer”) and in consideration of other obligations of Vertical Health Solutions, Inc., a Florida corporation (the “Company”), to be performed for the benefit of Laurus from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such Series A Preferred Stock or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by
April 15, 2011 Vertical Health Solutions, Inc. Ladies and Gentlemen:Vertical Health Solutions Inc • April 21st, 2011 • Wholesale-medical, dental & hospital equipment & supplies
Reference is made to the Agreement and Plan of Merger dated as of February 1, 2011 (the “Merger Agreement”), by and among OnPoint Medical Diagnostics, Inc., Vertical Health Solutions, Inc.(the “Company”), and Vertical HS Acquisition Corp. Pursuant to the Merger Agreement, effective as of the date hereof, I hereby resign as a member of the Company’s Board of Directors, as well as any committees of the Board on which I may serve.
PROMISSORY NOTE CONVERSION AGREEMENTPromissory Note Conversion Agreement • October 4th, 2012 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This PROMISSORY NOTE CONVERSION AGREEMENT (the “Agreement”) dated as of September 28, 2012 (the “Effective Date”), by and between Vertical Health Solutions, Inc., a publicly traded Florida corporation doing business as OnPoint Medical Diagnostics (the “Company”) and each of the holders of the promissory notes listed in Schedule A hereto (the “Holders”, together with the Company, the “Parties”).
FORM OF SUBSCRIPTION AGREEMENT April 17, 2012Subscription Agreement • August 20th, 2012 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is being made by the undersigned (the “Purchaser”) with Vertical Health Solutions, Inc. d/b/a OnPoint Medical Diagnostics, a Florida corporation (the “Company”) in connection with the Purchaser’s subscription to acquire securities to be issued by the Company if this Subscription Agreement is accepted by the Company.
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH RESTATED AND AMENDED LICENSE AGREEMENTLicense Agreement • January 25th, 2012 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This license agreement (“Agreement”) is by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“Mayo”), and OnPoint Medical Diagnostics, Inc., a for profit Minnesota corporation located at 221 First Avenue SW, Suite 300, Rochester, MN 55902 (“Company”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • April 2nd, 2012 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
SUBSCRIPTION AGREEMENT (“Agreement”) is being made by the undersigned (the “Purchaser”) with Vertical Health Solutions, Inc. d/b/a OnPoint Medical Diagnostics, a Florida corporation (the “Company”) in connection with the Purchaser’s subscription to acquire securities to be issued by the Company if this Agreement is accepted by the Company.
SHARE ESCROW AGREEMENTShare Escrow Agreement • April 21st, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
THIS SHARE ESCROW AGREEMENT is made and entered into as of the 15th day of April, 2011, by and among PRIVATE BANK MINNESOTA (hereinafter “Escrow Agent”), ONPOINT MEDICAL DIAGNOSTICS, INC., a Minnesota corporation (hereinafter “OnPoint”), and VERTICAL HEALTH SOLUTIONS, INC., a Florida corporation (hereinafter “VHS”).
FORM OF SUBSCRIPTION AGREEMENT IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENTSubscription Agreement • September 20th, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies
The undersigned hereby tenders this subscription and applies for the purchase of the amount of the principal sum of the Convertible Promissory Notes due indicated on the signature page herein (“the Securities”), of OnPoint Medical Diagnostics, a Minnesota corporation (the “Company”), upon the terms and conditions set forth below.
