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.
ONPOINT MEDICAL DIAGNOSTICS, INC. PLACEMENT AGENCY AGREEMENT FOR PRIVATE PLACEMENT OF UNITS CONSISTING OF SHARES AND WARRANTSAgency Agreement • June 13th, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Placement Agency Agreement is entered into by and between ONPOINT MEDICAL DIAGNOSTICS, INC., a Minnesota corporation (“OnPoint”), and EMERGENT FINANCIAL GROUP, INC. (the “Placement Agent”) as of March 3, 2011.
BRIDGE NOTE CONVERSION AGREEMENTBridge Note Conversion Agreement • June 13th, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This BRIDGE NOTE CONVERSION AGREEMENT (this “Bridge Note Conversion Agreement”), by and between OnPoint Medical Diagnostics, Inc., a Minnesota corporation (the “Company”), Vertical Health Solutions, Inc., a publicly traded Florida corporation (“VHS”) and each of the holders of the promissory notes listed on the signature page hereto (the “Holders”, together with the Company and VHS, the “Parties”).
ONPOINT MEDICAL DIAGNOSTICS, INC PROCEEDS ESCROW AGREEMENTProceeds Escrow Agreement • June 13th, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
THIS PROCEEDS ESCROW AGREEMENT is made and entered into as of the 3rd day of March, 2011, by and between EMERGENT FINANCIAL GROUP, INC. (hereinafter “Agent”), PRIVATE BANK MINNESOTA, (hereinafter “Escrow Agent”), and ONPOINT MEDICAL DIAGNOSTICS, INC., a Minnesota corporation (hereinafter “Issuer”).
