ConsultAmerica, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 14th, 2013 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement, dated as of October 25, 2013, is made by and between VirtualScopics, Inc., a Delaware corporation (the “Corporation”), and Eric Converse (the “Indemnitee”).

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Contract
Warrant Agreement • September 17th, 2007 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 17th, 2007 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement,” “Purchase Agreement,” or “Securities Purchase Agreement”), dated as of September 12, 2007, by and among VIRTUALSCOPICS, INC., a Delaware corporation, (“Company”), and each buyer listed on the Schedule of Buyers attached hereto (each, including its successors and assigns, a “Buyer” and collectively the “Buyers”).

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VOTING AGREEMENT
Voting Agreement • April 4th, 2012 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • Delaware

This Voting Agreement (this “Agreement”), dated as of March 27, 2012 between the undersigned stockholder (“Stockholder”) of VirtualScopics, Inc., a Delaware corporation (the “Company”), and the Company.

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CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Confidentiality and Non-Competition Agreement • December 21st, 2015 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus

THIS CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of this 15th day of December, 2015, by and between VIRTUALSCOPICS, INC., a Delaware corporation with its principal office at 500 Linden Oaks, Rochester, NY 14625 (the “Company”), and RONALD WAY, an individual with a mailing address of 5127 North Road, Canandaigua, NY 14424 (“Executive Officer”).

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VIRTUALSCOPICS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2015 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

This Employment Agreement (this “Agreement”) is made and effective this 15th day of December, 2015, between VirtualScopics, Inc., a Delaware corporation (the “Company”), and Ronald Way (“Executive Officer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 17th, 2007 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

This Registration Rights Agreement (this "Agreement"), dated as of September 12, 2007, by and between VirtualScopics, Inc., a Delaware corporation (the "Company"), and each buyer identified on the Schedule of Buyers attached hereto (collectively, the “BUYERS” and each individually, the “BUYER”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2013 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • Delaware

This Amendment to Employment Agreement (this “Amendment”) is made and effective as of December 28, 2012 (the “Effective Date”), between VirtualScopics, Inc., a Delaware corporation (the “Company”) and Molly Henderson (the “Executive Officer”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2009 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

Agreement made and effective this 24th day of February, 2009, between VirtualScopics, Inc., a Delaware corporation (the “Company”), and Molly Henderson, Executive Officer, (“Executive Officer”).

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Set forth below are frequently asked questions (“FAQ”) posted on the Company’s internal website on April 7, 2016: What’s happening?
Merger Agreement • April 7th, 2016 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus

VirtualScopics, Inc. (“VirtualScopics”) has entered into an agreement to be acquired by BioTelemetry, Inc. (“BioTelemetry”), for $4.05 per share of common stock. Biotelemetry will also offer investors $336.30 per share of Series A and Series B Convertible Preferred Stock and $920.00 per share of Series C-1 Convertible Preferred Stock. We refer to this acquisition as the “Merger”.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2009 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

Agreement made and effective this 24th day of February, 2009, between VirtualScopics, Inc., a Delaware corporation (the “Company”), and L. Jeffrey Markin, Executive Officer, (“Executive Officer”).

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CHANGE IN CONTROL BONUS AGREEMENT
Change in Control Bonus Agreement • May 15th, 2013 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

This Change in Control Bonus Agreement (this “Agreement”) is made and entered into as of February 4, 2013 (the “Effective Date”), by and between VirtualScopics, Inc., a Delaware corporation (the “Company”) and Jeff Markin (the “Executive”).

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Contract
Warrant Agreement • April 4th, 2012 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

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CONSULTING AGREEMENT
Consulting Agreement • May 14th, 2015 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

THIS CONSULTING AGREEMENT (the “Agreement”) is made as of the 6th day of March, 2015 (the “Effective Date”), by and between VIRTUALSCOPICS, INC, a Delaware company ("VS”), and Michael E. Woehler, with a current mailing address of 317 Cedar Street, Chatham, MA 02633 ("Consultant”).

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Contract
Alliance Framework Agreement • August 14th, 2014 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

Confidential treatment has been requested for portions of this Exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as (******). A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission.

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Contract
Lease Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • New York
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Exhibit 10.3 AGREEMENT
Compensation Deferral Agreement • November 5th, 2004 • ConsultAmerica, Inc.

AGREEMENT dated this 3 day of November 2004, by and between ConsultAmerica, Inc. (hereinafter "CA"), a Delaware Corporation, with offices located at 13070 Addison Road, Roswell, Georgia 30075 and Edward A. Sundberg, President of CA.

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SEPARATION, WAIVER AND RELEASE AGREEMENT
Separation Agreement • November 14th, 2013 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

THIS SEPARATION, WAIVER AND RELEASE AGREEMENT (the “Agreement”) is made the 25th day of October, 2013 by L. Jeffrey Markin, residing at 6739 Falcons Pt.,Victor NY 14564 (hereinafter “Markin”), for the benefit, and in favor, of VirtualScopics, Inc., a Delaware corporation, with offices located at 500 Linden Oaks, Rochester, NY 14625, together with parents, subsidiaries and affiliates, and the officers, directors, agents, employees, successors and assigns of VirtualScopics, Inc. and each of the other aforementioned entities (hereinafter all collectively referred to as “VS”).

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EQUIPMENT PURCHASE AGREEMENT By and between VIRTUALSCOPICS, LLC And UNIVERSITY OF ROCHESTER MEDICAL CENTER
Equipment Purchase Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • New York

This EQUIPMENT PURCHASE AGREEMENT (“Agreement”) is made as of the 17th day of December, 2003, by and between VIRTUALSCOPICS, LLC (“VS”) with an office at 350 Linden Oaks, Rochester, New York, 14625 and the UNIVERSITY OF ROCHESTER MEDICAL CENTER, an unincorporated division of the University of Rochester, an education corporation formed under the laws of the State of New York (“URMC”) with an office at 601 Elmwood Avenue, Rochester, New York 14642 (each individually referred to herein as “Party” and collectively as “Parties”).

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MASTER SUBCONTRACT AGREEMENT
Master Subcontract Agreement • August 14th, 2014 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the Parties hereby agree as follows:

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 12th, 2015 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 7, 2015 (the “Effective Date”) is by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) VIRTUALSCOPICS, INC., a Delaware corporation (“Parent Borrower”), and (ii) VirtualScopics New York, LLC, a New York limited liability company (“Subsidiary Borrower”) (Parent Borrower and Subsidiary Borrower are, individually and collectively, jointly and severally, “Borrower”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:

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SALE OF INTELLECTUAL PROPERTY AGREEMENT
Sale of Intellectual Property Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • New York

This Sale of Intellectual Property Agreement (“Agreement”) is made this fifth day of April, 2002 (“Effective Date”), between the University of Rochester, an educational institution chartered by the State of New York with offices at 518 Hylan Building, P.O. Box 271040, Rochester, New York 14627 (“Rochester”), and VirtualScopics, LLC, a for-profit New York limited liability company with offices at 160 Office Parkway, Pittsford, New York 14534 (“VirtualScopics”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • Florida

This Placement Agency Agreement (this “Agreement”) sets forth terms upon which Brookshire Securities Corporation, a registered broker-dealer and a member of the National Association of Securities Dealers, Inc. (together with its dealers, the “Placement Agent”), shall be engaged by VirtualScopics, LLC (“VirtualScopics”) and a publicly traded corporation, whose shares are registered with the Securities and Exchange Commission and are listed on the Over the Counter Bulletin Board (“Pubco”), to act as lead Placement Agent in connection with the private placement (the “Offering”) on a “best efforts - 3,000 units or none” basis of up to 6,000 units (“Units”), each Unit consisting of one share of Pubco’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”), and a four year detachable, transferable warrant (the “Warrant”) to purchase 200 shares of Pubco’s common stock (the “Common Stock”) at an exercise price of $4.00 per share. In the event the Offering is oversubscribed, Vir

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SERVICES AND CO-MARKETING AGREEMENT
Services and Co-Marketing Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • New York

This Services and Co-Marketing Agreement (“Agreement”) is entered into this 1st day of March, 2004 (the “Effective Date”), by and between VirtualScopics LLC, a New York limited liability company with its principal place of business at 140 Office Park Way, Pittsford, New York 14534 (“VirtualScopics”), and Chondrometrics GmbH (“Chondrometrics”), a German limited liability company, with its current principal place of business at Munich, Germany. This Agreement, together with those certain Consulting Agreements between VirtualScopics and Dr. Felix Eckstein, dated January 1, 2004 and March 1, 2004, respectively, supercede, and replace entirely, that certain Preliminary Service Agreement between VirtualScopics and Chondrometrics, dated January 30, 2004 (the “Preliminary Agreement”).

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May 11, 2016
Separation and Release Agreement • May 12th, 2016 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York
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CLINICAL IMAGING DEVELOPMENT AND SERVICES AGREEMENT
Clinical Imaging Development and Services Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • New York

This Agreement ("Agreement") is by and between VirtualScopics, LLC, a New York limited liability company with its principal place of business located at 350 Linden Oaks, Rochester New York 14625 ("VirtualScopics") and Pfizer Inc, 235 East 42nd Street, New York, New York 10017-5755, and its Affiliates ("Pfizer").

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AGREEMENT AGREEMENT dated this 7th day of December 2004, by and between ConsultAmerica, Inc. (hereinafter "ConsultAmerica"), a Delaware Corporation, with offices located at 13070 Addison Road, Roswell, Georgia 30075, Edward A. Sundberg, President of...
Conflict of Interest Agreement • December 20th, 2004 • ConsultAmerica, Inc. • Services-help supply services

AGREEMENT dated this 7th day of December 2004, by and between ConsultAmerica, Inc. (hereinafter "ConsultAmerica"), a Delaware Corporation, with offices located at 13070 Addison Road, Roswell, Georgia 30075, Edward A. Sundberg, President of ConsultAmerica and Lindsey Sundberg, Treasurer of ConsultAmerica, Inc.

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FIRST LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • March 25th, 2016 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus

This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 24, 2016, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) (i) VIRTUALSCOPICS, INC., a Delaware corporation with its principal place of business at 500 Linden Oaks, 2nd Floor, Rochester, New York 14625 (“Parent Borrower”), and (ii) VIRTUALSCOPICS NEW YORK, LLC, a New York limited liability company with its principal place of business at 500 Linden Oaks, 2nd Floor, Rochester, New York 14625 (“Subsidiary Borrower”) (Parent Borrower and Subsidiary Borrower are, individually and collectively, jointly and severally, “Borrower”).

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LIMITED STANDSTILL AGREEMENT
Limited Standstill Agreement • September 17th, 2007 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

This AGREEMENT (the “Agreement”) is made as of the 12th day of September, 2007, by the signatories hereto (each, a “Holder”), in connection with his ownership of shares of VirtualScopics, Inc., a Delaware corporation (the “Company”).

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SECURITIES EXCHANGE AGREEMENT among CONSULTAMERICA, INC., VIRTUALSCOPICS, LLC and THE CONTROLLING MEMBERS OF VIRTUALSCOPICS, LLC November 4, 2005
Securities Exchange Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • Delaware

THIS SECURITIES EXCHANGE AGREEMENT is made and entered into on November __, 2005, by and among CONSULTAMERICA, INC., a Delaware corporation (“Parent”), VIRTUALSCOPICS, LLC, a New York limited liability company (the “Company”), and the members of the Company whose names appear on the signature pages hereof (the “Controlling Members”) solely for the purpose of agreeing with respect to itself or himself to Sections 1, 4, 7, 9 and 10 hereof.

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SERVICES AGREEMENT
Services Agreement • November 14th, 2013 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • Delaware

This Services Agreement (this “Agreement”) is entered into by and between VirtualScopics, Inc., a Delaware corporation with its principal office at 500 Linden Oaks, Rochester, NY 14625 (the “Company”), and Converse & Company, a New Jersey corporation with its principal office at P.O. Box 15, Mechanicsville, PA 18934 (the “Service Provider”).

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SERVICES AGREEMENT EXTENSION AGREEMENT
Services Agreement Extension Agreement • March 27th, 2014 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus

This Services Agreement Extension Agreement (this “Agreement”) is entered into by and between VirtualScopics, Inc., a Delaware corporation with its principal office at 500 Linden Oaks, Rochester, NY 14625 (the “Company”), and Converse & Company, a New Jersey corporation with its principal office at P.O. Box 15, Mechanicsville, PA 18934 (the “Service Provider”).

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ESCROW AGREEMENT
Escrow Agreement • September 17th, 2007 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

This Agreement is dated as of the 12th day of September, 2007 Virtualscopics, Inc., a Delaware corporation (the "Company"), the Buyers identified on Schedule A hereto (each a “Buyer” and collectively “Buyers”), and the law firm of Woods Oviatt Gilman LLP (the "Escrow Agent"):

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STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • November 12th, 2010 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS STRATEGIC ALLIANCE AGREEMENT (“Agreement”), entered into as of October 22, 2010 (the “Effective Date”) by and between PPD Development, LP, a Texas limited partnership, with its principal executive offices located at 929 North Front Street, Wilmington, North Carolina 28401 (“PPD”) and VirtualScopics, Inc., with an address of 500 Linden Oaks, Second Floor, Rochester, New York 14625 (“VS”).

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AGREEMENT AGREEMENT dated this 3 day of November 2004, by and between ConsultAmerica, Inc. (hereinafter "CA"), a Delaware Corporation, with offices located at 13070 Addison Road, Roswell, Georgia 30075, Edward A. Sundberg, President of CA and Gary B....
Legal Fees Agreement • November 5th, 2004 • ConsultAmerica, Inc.

AGREEMENT dated this 3 day of November 2004, by and between ConsultAmerica, Inc. (hereinafter "CA"), a Delaware Corporation, with offices located at 13070 Addison Road, Roswell, Georgia 30075, Edward A. Sundberg, President of CA and Gary B. Wolff, P.C., counsel to CA, with offices located at 805 Third Avenue, New York, New York.

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