THIS WARRANT AGREEMENT (this "Agreement") is dated as of May 15, 2001,
by and betweenVERTICAL HEALTH SOLUTIONS, INC., a Florida corporation (the "Company"),
and Jugal K. Taneja (the "Founder").
W I T N E S S E T H:
WHEREAS, in recognition of the contributions made to the Company by
Founder, the Company proposes to issue to the Founder warrants ("Warrants") to
purchase up to an aggregate of 225,000 shares of the Company's common stock, par
value $0.001 per share (the "Common Stock");
NOW, THEREFORE, in consideration of the premises, the payment by the
Founder to the Company of Ten Dollars ($10.00), the agreements herein set forth
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Grant. The Founder is hereby granted the right to purchase, at any
time from May 15, 2001, until 5:30 p.m., New York time, May 15, 2005, up to an
aggregate of 225,000 shares of Common Stock (the "Shares") at an initial
exercise price (subject to adjustment as provided in Section 8 hereof) of
$1.25 per share of Common Stock (the per share offering price in the Company's
first round of financing), subject to the terms and conditions of this Agreement.
2. Warrant Certificates. The warrant certificate (the "Warrant Certificate")
to be delivered pursuant to this Agreement shall be in the form set forth inExhibit
A attached hereto and made a part hereof, with such appropriate insertions, omissions,
substitutions, and other variations as required or permitted by this Agreement.
3. Exercise of Warrant.
(a)Method of Exercise. The Warrants initially are exercisable at an
initial exercise price (subject to adjustment as provided in Section 8 hereof)
per share of Common Stock set forth in Section 6 hereof payable by certified or
cashier's check or money order in lawful money of the United States. Upon
surrender of a Warrant Certificate with the annexed Form of Election to Purchase