AGREEMENT AND PLAN OF MERGER by and among VIKING HOLDINGS LLC, VIKING ACQUISITION CORPORATION and VIRTUAL RADIOLOGIC CORPORATION May 16, 2010Merger Agreement • May 26th, 2010 • Viking Holdings LLC • 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”).
ContractJoint Filing Agreement • May 26th, 2010 • Viking Holdings LLC • Services-misc health & allied services, nec
VIKING HOLDINGS LLC By: /s/ Jesse Du Bey Name: Jesse Du Bey Title: President PROVIDENCE EQUITY PARTNERS VI L.P. By: Providence Equity GP VI L.P., its sole general partner By: Providence Equity Partners VI L.L.C., its sole general partner By: /s/ Paul J. Salem Name: Paul J. Salem Title: Senior Managing Director PROVIDENCE EQUITY PARTNERS VI-A L.P. By: Providence Equity GP VI L.P., its sole general partner By: Providence Equity Partners VI L.L.C., its sole general partner By: /s/ Paul J. Salem Name: Paul J. Salem Title: Senior Managing Director PROVIDENCE EQUITY GP VI L.P. By: Providence Equity Partners VI L.L.C., its sole general partner By: /s/ Paul J. Salem Name: Paul J. Salem Title: Senior Managing Director PROVIDENCE EQUITY PARTNERS VI L.L.C. By: /s/ Paul J. Salem Name: Paul J. Salem Title: Senior Managing Director
VOTING AND PROXY AGREEMENTVoting and Proxy Agreement • May 26th, 2010 • Viking Holdings LLC • Services-misc health & allied services, nec • Delaware
THIS VOTING AND PROXY AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2010 by and between Eduard Michel, M.D., Ph.D. (the “Stockholder”) and Viking Holdings LLC, a Delaware limited liability company (“Parent”).
VOTING AND PROXY AGREEMENTVoting and Proxy Agreement • May 26th, 2010 • Viking Holdings LLC • Services-misc health & allied services, nec • Delaware
THIS VOTING AND PROXY AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2010 by and among Generation Capital Partners VRC LP, a Delaware limited partnership, Generation Members’ Fund II LP, a Delaware limited partnership and Generation Capital Partners II LP, a Delaware limited partnership (each a “Stockholder,” and together, the “Stockholders”) and Viking Holdings LLC, a Delaware limited liability company (“Parent”).
