INDEMNIFICATION AGREEMENTIndemnification Agreement • September 26th, 2006 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into effective as of 2006 between Virtual Radiologic Corporation, a Delaware corporation (“the Company”), and (“Indemnitee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of the 1st day of January, 2006 (the “Effective Date”) by and between Virtual Radiologic Corporation, a Delaware corporation (“VRC”) and Virtual Radiologic Professionals of Minnesota, P.A., a Delaware professional corporation (the “Practice”). The Practice and VRC are referred to herein each individually as a “party,” and collectively the “parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 2009 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
EMPLOYMENT AGREEMENT (referred to herein as “this Agreement”)”) dated effective as of January 1, 2009 (the “Effective Date”), between Virtual Radiologic Corporation, a Delaware corporation (the “Company”), and Michael J. Kolar (“Executive”).
AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 1st, 2008 • Virtual Radiologic CORP • Services-misc health & allied services, nec
THIS AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made and entered into effective as of January 30, 2008 by and between Virtual Radiologic Corporation, a Delaware corporation (“VRC”) and Virtual Radiologic Professionals of Michigan, P.C., a Michigan professional corporation (the “Practice”). VRC and the Practice are referred to herein each individually as a “party,” and together the “parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
THIS AGREEMENT, is made and entered into by and between Virtual Radiologic Consultants, Inc. (the “Corporation”) and Mark Marlow (the “Executive”), and shall be effective (the “Effective Date”) as of this first day of August, 2003.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • February 9th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Delaware
This Professional Services Agreement (the “Agreement”) is made and entered into effective as of the 1st day of January, 2006 (the “Effective Date”), by and between Virtual Radiologic Professionals, LLC, a Delaware limited liability company (“VRP”), and Virtual Radiologic Professionals of California, P.A., a Delaware professional corporation (the “Practice”). The Practice and VRP are referred to herein each individually as a “party,” and collectively the “parties.”
SECURITY AGREEMENT (Grantor)Security Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
This SECURITY AGREEMENT is made as of July 20, 2004 (the “Agreement”), by Virtual Radiologic Consultants, Inc., a Minnesota corporation, with its chief executive office at 5995 Opus Parkway, Suite 200, Minneapolis, MN 55343 (“Grantor”), in favor of Associated Commercial Finance, Inc., with an office at 401 East Kilbourn Avenue, Suite 350, Milwaukee, WI 53202 (“Lender”).
AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • February 1st, 2008 • Virtual Radiologic CORP • Services-misc health & allied services, nec
THIS AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT (this “Amendment”) is made and entered into effective as of January 30, 2008 by and between Virtual Radiologic Professionals, LLC, a Delaware Limited Liability Company (“VRP”) and Virtual Radiologic Professionals of Minnesota, P.A., a Delaware professional corporation (the “Practice”). VRP and the Practice are referred to herein each individually as a “party,” and together the “parties.”
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • February 9th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec
THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT (this “Amendment”) is made and entered into effective as of February 1, 2007 by and between Virtual Radiologic Professionals, LLC, a Delaware Limited Liability Company (“VRP”) and Virtual Radiologic Professionals of California, P.A., a Delaware professional corporation (the “Practice”). VRP and the Practice are referred to herein each individually as a “party,” and together the “parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2009 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
EMPLOYMENT AGREEMENT (referred to herein as “this Agreement”) dated effective as of July 30, 2009 (the “Effective Date”), between Virtual Radiologic Corporation, a Delaware corporation (the “Company”), and Robert C. Kill (“Executive”).
AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 1st, 2009 • Virtual Radiologic CORP • Services-misc health & allied services, nec
THIS AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”) is made and entered into effective as of April 30, 2009 by and between Virtual Radiologic Corporation, a Delaware corporation (“VRC”), Virtual Radiologic Professionals of Illinois, S.C., an Illinois professional corporation (the “Practice”) and Eduard Michel, M.D., who is hereby joined as a party to the Agreement (as defined below) solely with respect to the provisions of Sections 12.1 thereof, as modified by this Amendment. VRC, the Practice and Dr. Michel are referred to herein each individually as a “party,” and together the “parties.”
VIRTUAL RADIOLOGIC PROFESSIONALS INDEPENDENT PHYSICIAN AGREEMENTIndependent Physician Agreement • October 19th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
This Independent Physician Agreement (“Agreement”) is made as of April 12, 2006 (the “Effective Date”), by and between VIRTUAL RADIOLOGIC PROFESSIONALS, LLC, a Delaware limited liability company (“Practice”) and Eduard Michel (“Physician”), sometimes referred to collectively as “the Parties.”
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2009 • Virtual Radiologic CORP • Services-misc health & allied services, nec
Second Amendment to Employment Agreement (“Second Amendment”) effective December 30, 2008, between Virtual Radiologic Corporation, a Delaware corporation (“Company”), and Richard Jennings (“Executive”).
SECURITY AGREEMENTSecurity Agreement • February 9th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec
THIS SECURITY AGREEMENT (this “Agreement”), is made as of this 6th day of December, 2006, by VIRTUAL RADIOLOGIC CORPORATION, a Delaware corporation (the “Debtor”), in favor of ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (the “Secured Party”).
CROSS PURCHASE AGREEMENTCross Purchase Agreement • September 26th, 2006 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
THIS CROSS PURCHASE AGREEMENT, made and entered into effective as of the 24th day of October, 2003, by and among VIRTUAL RADIOLOGIC CONSULTANTS, INC., a Minnesota corporation (the “Corporation”), SEAN O. CASEY, an individual residing in the State of Minnesota (“Sean”), EDUARD MICHEL, an individual residing in the State of Minnesota (“Eduard”), DAVID HUNTER, an individual residing in the State of Missouri (“David”), and GARY WEISS, an individual residing in the State of Hawaii (“Gary”) (collectively, Sean, Eduard, David and Gary are sometimes referred to herein as the “Shareholders”);
STANDARD OFFICE LEASE AGREEMENT (NET)Standard Office Lease Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
THIS LEASE AGREEMENT (hereafter called the “Lease Agreement”) made as of the 11th day of March, 2004, by and between Midwest Holding Corp. #9, Inc., a Minnesota corporation, c/o United Properties having offices at Suite 200, 3500 West 80th Street, Bloomington, Minnesota, 55431 (hereafter called the “Landlord”), and Virtual Radiologic Consultants, LLC, a Delaware limited liability company having offices at 5995 Opus Parkway, Minnetonka, Minnesota (hereafter called the “Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
EMPLOYMENT AGREEMENT (referred to herein as the “New Agreement” or “this Agreement”) dated effective as of April 1, 2007 (the “Effective Date”), between Virtual Radiologic Corporation, a Delaware corporation (the “Company”), and George H. Frisch (“Executive”).
PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND LICENSEProfessional Services • February 9th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Delaware
This Professional and Management Services Agreement and License (the “Agreement”) is made and entered into effective as of the 1st day of January, 2006 (the “Effective Date”), by and between Virtual Radiologic Professionals, LLC, a Delaware limited liability company (the “Practice”), and Virtual Radiologic Corporation, a Delaware corporation (“VRC”). The Practice and VRC are referred to herein each individually as a “party,” and collectively the “parties.”
Licensing AgreementLicensing Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • New York
THIS SECOND REVISED LICENSING AGREEMENT (the “Agreement”) between FUJIFILM MEDICAL SYSTEMS U.S.A., INC., a New York corporation (“Licensor”), having a principal place of business at 41 9 West Avenue, Stamford CT, and VIRTUAL RADIOLOGIC CORPORATION (formerly Virtual Radiologic Consultants, Inc., herein, “Licensee”), a Delaware Corporation, having its principal place of business at 5995 Opus Parkway, Suite 200, Minnetonka, Minnesota 55343, is made effective as of the first day of April, 2006 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
THIS AGREEMENT, is made and entered into by and between Virtual Radiologic Consultants, Inc. (the “Corporation”) and George Frisch (the “Executive”), and shall be effective (the “Effective Date”), October 4, 2004.
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
This Employment Agreement (“Agreement”) is made and entered into by and between Virtual Radiologic Consultants, Inc., a Delaware corporation and successor to a predecessor Minnesota corporation of the same name, (the “Corporation”) and Sean Casey (the “Executive”), and shall be effective (the “Effective Date”) as of the Closing Date of May 2, 2005.
FIRST AMENDMENT TO LEASELease Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is entered into this 12th day of August, 2004, by and between MIDWEST HOLDING CORP. #9, INC., a Minnesota corporation, c/o United Properties, as landlord (“Landlord”), and VIRTUAL RADIOLOGIC CONSULTANTS, LLC, a Delaware limited liability company, as tenant (“Tenant”).
MEDB BUILDING LEASEBuilding Lease • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Hawaii
THIS LEASE, made and entered into this 28th day of November, 2005, by and between MAUI ECONOMIC DEVELOPMENT BOARD, INC., a Hawaii nonprofit corporation, with its business and mailing address at 590 Lipoa Parkway, Suite 103, Kihei, HI 96753, hereinafter called “Lessor,” and VIRTUAL RADIOLOGIC CONSULTANTS, INC., a Minnesota corporation, with its business and mailing address at 5995 Opus Parkway, Suite 200, Minnetonka, MN 55343, hereinafter called “Lessee,”
REVOLVING LOAN AGREEMENTRevolving Loan Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made as of the 6th day of December, 2006, by and between VIRTUAL RADIOLOGIC CORPORATION, a Delaware corporation (the “Borrower”), and ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association with its banking house located in Plymouth, Minnesota (the “Lender”).
VIRTUAL RADIOLOGIC CORPORATION COMMON STOCK Underwriting AgreementUnderwriting Agreement • November 2nd, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • New York
Virtual Radiologic Corporation, a Delaware corporation (“VRC”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I.A hereto (the “Underwriters”), for whom Goldman, Sachs & Co. is acting as representative, an aggregate of shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Stock”), of VRC, and the stockholders of VRC named in Schedule I.B hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to an aggregate of additional shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively referred to as the “Shares”.
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
THIS AGREEMENT, is made and entered into by and between Virtual Radiologic Corporation (the “Corporation”) and Eduard Michel, M.D. (the “Executive”), and shall be effective (the “Effective Date”) as of this first day of July, 2006.
AGREEMENT AND PLAN OF MERGER by and among VIKING HOLDINGS LLC, VIKING ACQUISITION CORPORATION and VIRTUAL RADIOLOGIC CORPORATION May 16, 2010Merger Agreement • May 17th, 2010 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 16, 2010, is by and among Viking Holdings LLC, a Delaware limited liability company (“Parent”), Viking Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Virtual Radiologic Corporation, a Delaware corporation (the “Company”).
VIRTUAL RADIOLOGIC CORPORATION EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 20th, 2009 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Delaware
The Grantee named above has been awarded restricted shares (the “Restricted Stock”) of the common stock, par value $.001 per share (the “Common Stock”), of Virtual Radiologic Corporation (the “Company”). This Notice of Grant outlines certain terms and conditions of the award. The Restricted Stock is granted under and will be governed by terms of the Virtual Radiologic Corporation Equity Incentive Plan (the “Plan”). Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Plan.
PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND LICENSEProfessional and Management Services Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Delaware
This Professional and Management Services Agreement and License (the “Agreement”) is made and entered into effective as of the 1st day of January, 2006 (the “Effective Date”), by and between Virtual Radiologic Professionals, LLC, a Delaware limited liability company (the “Practice”), and Virtual Radiologic Corporation, a Delaware corporation (“VRC”). The Practice and VRC are referred to herein each individually as a “party,” and collectively the “parties.”
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective April 17 by and between Virtual Radiologic Corporation (the “Corporation”) and Richard W. Jennings (“Executive”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • February 9th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
This Separation Agreement and General Release (“Agreement”) is made and entered into this 31st day of December, 2006, by and between Virtual Radiologic Corporation (“VRC” or “the Company”), a Delaware company and Lorna Lusic (“Executive”), a resident of Minnesota.
CREDIT AGREEMENT dated as of August 29, 2007, among VIRTUAL RADIOLOGIC CORPORATION, as Borrower The Guarantors from time to time party hereto, CERTAIN LENDERS PARTY HERETO, and NEWSTAR FINANCIAL, INC. as Administrative AgentCredit Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • New York
AGREEMENT dated as of August 29, 2007 among VIRTUAL RADIOLOGIC CORPORATION, a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”); each affiliate of the Borrower signatory hereto listed under the caption “GUARANTORS” on the signature pages hereto and each other affiliate that becomes a “Guarantor” after the date hereof pursuant to Section 7.10 (each, a “Guarantor”, and collectively, the “Guarantors”); each of the lenders signatory hereto listed under the caption “LENDERS” on the signature pages hereto and each lender that becomes a “Lender” after the date hereof pursuant to Section 12.04 (each, a “Lender” and collectively, the “Lenders”); the L/C Issuer (as defined below); and NEWSTAR FINANCIAL, INC., as administrative agent for the Lenders and L/C Issuer (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
THIRD AMENDMENT TO LEASELease • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec
THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made effective as of August 21, 2007 (the “Effective Date”) by and between WELLS REIT II - 5995 OPUS PARKWAY, LLC, a Delaware limited liability company (“Landlord”) and VIRTUAL RADIOLOGIC CORPORATION, a Delaware company (“Tenant”).
VIRTUAL RADIOLOGIC PROFESSIONALS INDEPENDENT PHYSICIAN AGREEMENTIndependent Physician Agreement • July 30th, 2009 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
This Independent Physician Agreement including all exhibits and all addenda attached hereto (“Agreement”) is effective as of July 1, 2009 (the “Effective Date”), by and between VIRTUAL RADIOLOGIC PROFESSIONALS, LLC, a Delaware limited liability company (“Practice”) and Eduard Michel, M.D., Ph.D. (“Physician”), sometimes referred to collectively as “the Parties.”
March 20, 2007 Clay Larsen Fujifilm Medical SystemsLicensing Agreement • July 2nd, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec
