ONPOINT MEDICAL DIAGNOSTICS, INC. SELLING AGENCY AGREEMENT FOR PRIVATE PLACEMENT OF CONVERTIBLE PROMISSORY NOTESSelling Agency Agreement • September 20th, 2011 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies
This Selling Agency Agreement is entered into by and between ONPOINT MEDICAL DIAGNOSTICS, INC., a Minnesota corporation (the “Company”), and EMERGENT FINANCIAL GROUP, INC. (the “Selling Agent”) as of September 10, 2010.
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.
ContractVertical Health Solutions Inc • September 20th, 2011 • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS (THE “BLUE SKY LAWS”), AND ARE SUBJECT TO A SUBSCRIPTION AGREEMENT AND LETTER OF INVESTMENT INTENT. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE 1933 ACT AND UNDER APPLICABLE BLUE SKY LAWS, OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND UNDER APPLICABLE BLUE SKY LAWS.
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH RESTATED AND AMENDED LICENSE AGREEMENTLicense Agreement • September 20th, 2011 • 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 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 of the Common Shares (“the Securities”), of OnPoint Medical Diagnostics, a Minnesota C corporation (the “Company”), upon the terms and conditions set forth below.
