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.
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.
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”).
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”):
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”).
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
LAURUS MASTER FUND, LTD.Vertical Health Solutions Inc • June 4th, 2004 • Wholesale-medical, dental & hospital equipment & supplies
Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 27, 2004 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), by and among Vertical Health Solutions, Inc., a Florida corporation (the “Parent”), Vertical Health Ventures, Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (the “Purchaser”) and (ii) that certain Restricted Account Agreement, dated as of May 27, 2004 (as amended, modified or supplemented from time to time, the “Restricted Account Agreement”), by and among the Company, Laurus and North Fork Bank (the “Bank”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable. Pursuant to the Section 3.2 of the Purchase Agreement, the Company is required to place $3,823,000 in the Restricted Account, and, subject to the provisions of this letter, the Purchase Agreement and any Related Agreeme
RESTRICTED ACCOUNT AGREEMENTRestricted Account Agreement • June 4th, 2004 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
This Restricted Account Agreement (this “Agreement”) is entered into this 27th day of May 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the “Bank”), Vertical Health Ventures, Inc., a Delaware corporation with offices at 855 Dunbar Avenue, Oldsmar, Florida 34677 (together with its successors and assigns, the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, “Laurus”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.
