5,800,000 Shares NIGHTHAWK RADIOLOGY HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2006 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • New York
NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 5,800,000 shares of its common stock, par value $0.001 per share (the “Firm Shares”). Certain shareholders of the Company (the “Selling Shareholders”) named in Schedule II hereto severally propose to sell to the several Underwriters an aggregate of not more than 870,000 additional outstanding shares of the Company’s common stock, par value $0.001 per share (the “Additional Shares”), each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule II hereto, if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as
AGREEMENT AND PLAN OF MERGER by and among VIRTUAL RADIOLOGIC CORPORATION, EAGLE MERGER SUB CORPORATION and NIGHTHAWK RADIOLOGY HOLDINGS, INC. September 26, 2010Merger Agreement • September 27th, 2010 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 26, 2010, is by and among Virtual Radiologic Corporation, a Delaware corporation (“Parent”), Eagle Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company”).
NIGHTHAWK RADIOLOGY HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 5th, 2005 • NightHawk Radiology Holdings Inc • Idaho
Unless otherwise defined herein, the terms defined in the 2004 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
CREDIT AGREEMENT among NIGHTHAWK RADIOLOGY HOLDINGS, INC., VARIOUS LENDERS and MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENTCredit Agreement • April 9th, 2007 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2009 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Arizona
This Agreement, dated as of August 12, 2009 (the “Effective Date”), to be effective August 1, 2009, is by and between NightHawk Radiology Holdings, Inc., a Delaware corporation (“Employer”), and Paul E. Cartee, Esq., (“Executive”).
5,000,000 Shares NIGHTHAWK RADIOLOGY HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2006 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • New York
Certain shareholders of NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholders”), propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), an aggregate of 5,000,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.001 per share, (the “Common Stock”), each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT dated as of July 10, 2007 among NIGHTHAWK RADIOLOGY HOLDINGS, INC., THE SUBSIDIARIES OF NIGHTHAWK RADIOLOGY HOLDINGS, INC. IDENTIFIED HEREIN and MORGAN STANLEY & CO. INCORPORATED, as COLLATERAL AGENTGuaranty and Collateral Agreement • August 1st, 2007 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • New York
AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT (this “Agreement”) dated as of July 10, 2007, among NIGHTHAWK RADIOLOGY HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto (whether as original signatories or as additional parties as contemplated by Section 7.14 hereof) identified herein and MORGAN STANLEY & CO. INCORPORATED, as Collateral Agent.
AMENDED AND RESTATED CREDIT AGREEMENT among NIGHTHAWK RADIOLOGY HOLDINGS, INC., VARIOUS LENDERS and MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENTCredit Agreement • August 1st, 2007 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 10, 2007, among NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time and Morgan Stanley Senior Funding, Inc., as Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
NIGHTHAWK RADIOLOGY HOLDINGS, INC.Stock Option Agreement • January 24th, 2006 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Idaho
Unless otherwise defined herein, the terms defined in the Nighthawk Radiology Holdings, Inc. 2006 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND MIDWEST PHYSICIANS SERVICES, LLC AND EMERGENCY RADIOLOGY SERVICES, LLC AND SPR HOLDINGS II, LLC JULY 16, 2007Membership Interest Purchase Agreement • July 17th, 2007 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Minnesota
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 16, 2007 among Nighthawk Radiology Holdings, Inc., a Delaware corporation (“Buyer”); Midwest Physicians Services, LLC, a Minnesota limited liability company (“Support Services Company”); Emergency Radiology Services, LLC, a Minnesota limited liability company (“ERS”); SPR Holdings II, LLC, a Minnesota limited liability company (“Seller”). Support Services Company and ERS are together referred to herein as the “Acquired Companies.”
STOCK AND PARTNERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NIGHTHAWK RADIOLOGY HOLDINGS, INC. THE RADLINX GROUP, LTD. RADLINX GROUP MANAGEMENT COMPANY, LLC HEALTHLINX, INC. DW HEALTHCARE PARTNERS, L.P. GREGORY A. LOWENSTEIN MARK J. BAKKEN M. WAYNE...Stock and Partnership Interest Purchase Agreement • April 9th, 2007 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Delaware
THIS STOCK AND PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2007 (the “Execution Date”) by and among Nighthawk Radiology Holdings, Inc., a Delaware corporation (“Buyer”), The Radlinx Group, Ltd., a Texas limited partnership (the “Company”), Radlinx Management Company, LLC, a Texas limited liability company (the “General Partner”), Healthlinx, Inc, a Delaware corporation (“Blocker Corp.”), DW Healthcare Partners, LP, a Delaware limited partnership (“DWHP”), Gregory A. Lowenstein (“GL”), Mark J. Bakken (“MB”), M. Wayne Somers (“MS”), Mark Pantenburg (“MP”) , Calvin B. Hall (“CH,” and together with MS and MP, the “Series B Holders” and the Series B Holders together with MB, GL, the General Partner and DWHP, each a “Partner” and collectively, the “Partners”) and Gregory A. Lowenstein as Partner Representative (as such term is hereinafter defined). Capitalized terms used and not otherwise defined in this Agreement shall have the meanings
MUTUAL GENERAL RELEASE AND WAIVERMutual General Release and Waiver • August 6th, 2010 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Minnesota
THIS MUTUAL GENERAL RELEASE AND WAIVER (the “Release”) is dated effective as of June 30, 2010 and is between NightHawk Radiology Holdings, Inc., a Delaware corporation (“NightHawk”); NightHawk Radiology Services, LLC, an Idaho limited Liability company (“NRS” and together with NightHawk, the “NightHawk Companies”) on the one hand and St. Paul Radiology, P.A., a Minnesota corporation (“SPRPA”); Cornerstone Radiology, PLC, a Minnesota limited liability company (“CR”); Midwest Radiology, LLC, a Minnesota limited liability company (“MWR”); SPR Holdings, LLC, a Minnesota limited liability company (“Holdings”); SPR Holdings II, LLC, a Minnesota limited liability company (“Holdings II”); Physicians Services Building, LLC, a Minnesota limited liability company (“PSB”); Physicians Imaging Building, LLC, a Minnesota limited liability company (“PIB” and collectively, with SPRPA, CR, MWR, Holdings, Holdings II, PSB and PIB, the “SPR Companies”) on the other hand with respect to the following:
ADMINISTRATIVE SUPPORT SERVICES AGREEMENT by and between MIDWEST PHYSICIANS SERVICES, LLC and ST. PAUL RADIOLOGY, P.A. July 16, 2007Administrative Support Services Agreement • August 1st, 2007 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Minnesota
THIS AGREEMENT (“Agreement“) is made and entered into as of this 16 day of July, 2007 (“Effective Date“) by and between Midwest Physicians Services, LLC., a Minnesota limited liability company (“Support Services Company“), and St. Paul Radiology, P.A., a Minnesota professional firm (“SPRPA“).
TRANSITION AND SEPARATION AGREEMENTSeparation Agreement • November 17th, 2008 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Idaho
SEPARATION AGREEMENT (“Agreement”) dated as of November 14, 2008, by and between NightHawk Radiology Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), and Jon Berger (“Executive”).
TERMINATION AGREEMENTTermination Agreement • August 6th, 2010 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Minnesota
THIS TERMINATION AGREEMENT (the “Termination Agreement”) is made and entered into as of June 30, 2010 (the “Effective Date”) among Nighthawk Radiology Holdings, Inc., a Delaware corporation (“NightHawk”); NightHawk Radiology Services, LLC, an Idaho limited liability company (“NRS”); Midwest Physicians Services, LLC, a Minnesota limited liability company (“Support Services Company”); St. Paul Radiology, P.A., a Minnesota corporation (“SPRPA”); and Midwest Radiology, LLC, a Minnesota limited liability company (“MWR”).
AGREEMENT FOR SERVICES BETWEEN NIGHTHAWK RADIOLOGY SERVICES, LLC AND Regents, University of California November 1, 2004 DateTeleradiology Services Agreement • November 8th, 2005 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • California
[†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2005 • NightHawk Radiology Holdings Inc • Idaho
This Agreement, dated as of March 30, 2004, is by and between NightHawk Radiology Holdings, Inc., a Delaware corporation (“Employer”), and Paul Berger, M.D. (“Executive”).
NIGHTHAWK RADIOLOGY SERVICES, LLC PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • August 6th, 2010 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Arizona
THIS AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2010 by and between NIGHTHAWK RADIOLOGY SERVICES, LLC an Idaho Limited Liability Company (hereinafter “NRS”) and Peacefield Radiology, LLC, (“Contractor”),a professional association owned and operated by Dr. Timothy Myers, M.D.
OFFICE LEASE AGREEMENT LANDLORD: MILLER STAUFFER PROPERTIES, L.L.C. TENANT: NIGHTHAWK RADIOLOGY SERVICES, LLC DATE: October 18, 2005Office Lease Agreement • November 8th, 2005 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec
THIS OFFICE LEASE AGREEMENT (“Lease”) is made and effective this 18th day of October 2005, by and between MILLER STAUFFER PROPERTIES, L.L.C., an Idaho limited liability company (“Landlord”); and NIGHTHAWK RADIOLOGY SERVICES, LLC, an Idaho limited liability company (“Tenant”), with reference to the following facts:
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • October 5th, 2005 • NightHawk Radiology Holdings Inc
THIS AGREEMENT is made and entered into this 1st day of February, 2004 to be effective March 1, 2004, by and between NIGHTHAWK RADIOLOGY SERVICES, LLC, an Idaho Limited Liability Company and PAUL E. BERGER M.D.
Form: Licence: Licensee: 07SL 01-11-030 Blake Dawson Waldron SUBLEASE New South Wales Real Property Act 1900 Leave this space clear. Affix additional pages to the top left-hand corner. PRIVACY NOTE: this information is legally required and will become...Sublease Agreement • October 5th, 2005 • NightHawk Radiology Holdings Inc
This is annexure “A” referred to in the lease between Commonwealth Funds Management Limited and BT Funds Management Limited and Nighthawk Radiology Services, LLC as lessee dated
SHARE PURCHASE AGREEMENT by and among NIGHTHAWK RADIOLOGY HOLDINGS, INC. and TELERADIOLOGY DIAGNOSTIC SERVICE, INC. and WILSON S. WONG, M.D., PROFESSIONAL CORP. and THE SHAREHOLDERS OF TELERADIOLOGY DIAGNOSTIC SERVICE, INC. and WILSON S. WONG, M.D.,...Share Purchase Agreement • March 6th, 2007 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Idaho
This SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February 9, 2007 among NightHawk Radiology Holdings, Inc., a Delaware corporation (“Buyer”); Teleradiology Diagnostic Service, Inc., a California corporation (“Management Company”); Wilson S. Wong, M.D., Professional Corp., a California professional corporation (“Professional Company”); Wilson Wong, M.D., an individual, as Shareholder Representative; and the undersigned shareholders of the Management Company and Professional Company (individually, a “Seller” and collectively, “Sellers”).
BOARD ADVISOR AGREEMENTBoard Advisor Agreement • June 26th, 2006 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Idaho
THIS AGREEMENT is made effective as of June 23, 2006 by and between William G. Bradley, M.D., an individual (“Advisor”) and NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • November 17th, 2008 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Idaho
TRANSITION AND SEPARATION AGREEMENT (“Agreement”) dated as of November 14, 2008, by and between NightHawk Radiology Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), and Paul Berger, M.D. (“Executive”).
August 12, 2009Stock Purchase Agreement • August 13th, 2009 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec
LEASE AMENDMENT Global Finance & Investment Co., Inc. Seattle, WA 98121Lease Amendment • November 25th, 2005 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec
This amendment shall be effective as of December 1, 2005, and shall modify that certain Lease dated May 1, 2005 (the “Lease”), by and between Global Finance & Investment Co., Inc. (“Landlord”) and Nighthawk Radiology Services, LLC (“Tenant”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Lease.
CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 6th, 2010 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec
CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent”) dated as of April 30, 2010, among NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
5,500,000 Shares NIGHTHAWK RADIOLOGY HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2006 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • New York
Certain shareholders of NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholders”), propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), an aggregate of 5,500,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.001 per share, (the “Common Stock”), each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
MULTI-TENANT BUILDING LEASE Between LANDLORD: DEMCO WISCONSIN 5, LLC and TENANT: NIGHTHAWK RADIOLOGY SERVICES Dated: February 25, 2004Lease • October 5th, 2005 • NightHawk Radiology Holdings Inc • Wisconsin
NIGHTHAWK RADIOLOGY HOLDINGS, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 5th, 2005 • NightHawk Radiology Holdings Inc • Delaware
THIS AGREEMENT (this “Agreement”) is made as of , 200_, by and between NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company”, which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and (the “Indemnitee”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NIGHTHAWK RADIOLOGY HOLDINGS, INC. AND FUTURERAD, LLC JUNE 30, 2010Membership Interest Purchase Agreement • August 6th, 2010 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Minnesota
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June 30, 2010 among Nighthawk Radiology Holdings, Inc., a Delaware corporation (“Seller”); and FutureRad, LLC, a Florida limited liability company (“Buyer”).
NIGHTHAWK RADIOLOGY SERVICES, LLC PROFESSIONAL SERVICES AGREEMENTProfessional Services • May 7th, 2010 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Arizona
THIS AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2010 by and between NIGHTHAWK RADIOLOGY SERVICES, LLC an Idaho Limited Liability Company (hereinafter “NRS”) and Peacefield Radiology, LLC, (“Contractor”),a professional association owned and operated by Dr. Timothy Myers, M.D.
NIGHTHAWK RADIOLOGY SERVICES, LLC NIGHTHAWK RADIOLOGY HOLDINGS, INC. NRS CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 5th, 2005 • NightHawk Radiology Holdings Inc • California
This LOAN AND SECURITY AGREEMENT is entered into as of April 20, 2005, by and among NIGHTHAWK RADIOLOGY SERVICES, LLC (“Borrower”), NIGHTHAWK RADIOLOGY HOLDINGS INC. (“Holdings”) and NRS Corporation (“NRS” and together with Holdings, the “Parent Guarantors”), and COMERICA BANK (“Bank”).
SUBLEASESublease • August 6th, 2009 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec
ADMINISTRATIVE SUPPORT SERVICES AGREEMENT by and between MIDWEST PHYSICIANS SERVICES, LLC and MIDWEST RADIOLOGY, LLC July 16, 2007Administrative Support Services Agreement • August 1st, 2007 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • Minnesota
[***] DESIGNATES PORTIONS OF THE DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION.
