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”).
FORM OF SUBSCRIPTION AGREEMENTSubscription 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.
AGENCY AGREEMENT Vertical Health Solutions, Inc. d/b/a OnPoint Medical Diagnostics October 18, 2011Agency Agreement • April 2nd, 2012 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
Vertical Health Solutions, Inc. d/b/a/ OnPoint Medical Diagnostics, a Florida corporation (the “Company”), proposes to issue and sell, on a non-exclusive basis, through Emergent Financial Group, Inc. (the “Agent”), in a private placement (the “Private Placement”), up to $5,000,000 dollars (5,000,000 units). A unit consists of one share of the Company’s common stock (the “Shares”), $.001 par value and one half five-year warrant, each full warrant to purchase one share of common stock with a cash purchase price of $2.00 per share (the “Warrants” and together with the Shares, the “Units”), at a price of $1.00 per Unit (the “Offering Price”).
