1 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of September 1, 2000 by and between WILLIAM C. MORTIMORE (the "Executive") and MERGE TECHNOLOGIES INCORPORATED, a Wisconsin corporation (the "Company"). R E C I T A L S:...Employment Agreement • November 14th, 2000 • Merge Technologies Inc • Computer storage devices • Illinois
1 WARRANT AGREEMENT WARRANT AGREEMENT dated as of [ ], 1998 by and among MERGE TECHNOLOGIES INCORPORATED, a Wisconsin corporation (the "Company"), and H.C. WAINWRIGHT & CO., INC. ("Wainwright" or the "Representative"). WHEREAS, the Company and the...Warrant Agreement • January 27th, 1998 • Merge Technologies Inc • Computer storage devices • Massachusetts
EXHIBIT 10. 1 EMPLOYMENT AGREEMENT This AGREEMENT ("Agreement") is made and entered into as of September 1, 1997 by and between WILLIAM C. MORTIMORE (the "Executive") and MERGE TECHNOLOGIES INCORPORATED, a Wisconsin corporation (the "Company"). R E C...Employment Agreement • October 30th, 1997 • Merge Technologies Inc • Wisconsin
1,900,000 Shares(1) MERGE TECHNOLOGIES, INCORPORATED Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 1998 • Merge Technologies Inc • Computer storage devices • Massachusetts
OFFICE LEASEOffice Lease • October 30th, 1997 • Merge Technologies Inc • Wisconsin
AGREEMENT:Stock Purchase Warrant • October 30th, 1997 • Merge Technologies Inc • Tennessee
ARTICLE 2 REPRESENTATIONS AND WARRANTIES ------------------------------Loan Agreement • October 30th, 1997 • Merge Technologies Inc • Tennessee
WITNESSETHOption Agreement • October 30th, 1997 • Merge Technologies Inc • Wisconsin
ARTICLE IConsulting Agreement • January 27th, 1998 • Merge Technologies Inc • Computer storage devices
Exhibit 4.3Stock Certificate • October 30th, 1997 • Merge Technologies Inc
1 PURCHASE AGREEMENTPurchase Agreement • September 21st, 1999 • Merge Technologies Inc • Computer storage devices • Wisconsin
1 EXHIBIT 10.7 ANNUAL MASTER LICENSE AGREEMENT This License Agreement is made and entered into this 15th day of October, 1995 ("Effective Date"), by and between: MERGE TECHNOLOGIES INC., a corporation organized and existing under the laws of the State...Master License Agreement • December 19th, 1997 • Merge Technologies Inc • Computer storage devices
EXHIBIT 10.6 OEM PURCHASE AGREEMENTOem Purchase Agreement • January 28th, 1998 • Merge Technologies Inc • Computer storage devices • New York
CREDIT AGREEMENT dated as of April 23, 2013, among MERGE HEALTHCARE INCORPORATED, as Borrower, and THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors, THE LENDERS PARTY HERETO and JEFFERIES FINANCE LLC, as Lead Arranger and Book Runner,...Credit Agreement • April 29th, 2013 • Merge Healthcare Inc • Services-computer integrated systems design • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of April 23, 2013, is made among MERGE HEALTHCARE INCORPORATED, a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not otherwise defined in any other Article hereof having the meaning given to it in Article I), the Lenders, JEFFERIES FINANCE LLC, as lead arranger (in such capacity, the “Arranger”), Bank of America, N.A., as documentation agent (in such capacity, the “Documentation Agent”), BANK OF AMERICA, N.A., as swingline lender (in such capacity, the “Swingline Lender”), BANK OF AMERICA, N.A., as issuing bank (in such capacity, the “Issuing Bank”), and JEFFERIES FINANCE LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties and the Issuing Bank.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2008 • Merge Healthcare Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 4, 2008, by and between Merge Healthcare Incorporated, a Wisconsin corporation (the “Company”), and Merrick RIS, LLC, a Delaware limited liability company (the “Buyer”).
MERGE HEALTHCARE INCORPORATED 11.75% Senior Secured Notes due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2011 • Merge Healthcare Inc • Services-computer integrated systems design • New York
WITNESSETH:Security Agreement • October 30th, 1997 • Merge Technologies Inc • Tennessee
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2008 • Merge Healthcare Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May [___], 2008, by and between Merge Healthcare Incorporated, a Wisconsin corporation (the “Company”), and Merrick RIS, LLC, a Delaware limited liability company (the “Buyer”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • June 2nd, 2009 • Merge Healthcare Inc • Services-computer integrated systems design • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of May 30, 2009 (this “Agreement”), by and among Merge Healthcare Incorporated, a Delaware corporation (“Parent”), and (the “Stockholder”). This Agreement shall be effective as of May 30, 2009. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 1997 • Merge Technologies Inc • Massachusetts
EMPLOYMENT AGREEMENTEmployment Agreement • April 4th, 2007 • Merge Technologies Inc • Services-computer integrated systems design • Ontario
THIS AGREEMENT (“Agreement”) is made and entered into as of March 31, 2007 (the “Effective Date”), by and between Jacques Cornet (the “Executive”) and MERGE TECHNOLOGIES INCORPORATED, a Wisconsin corporation (the “Company”).
OFFICE LEASEOffice Lease • May 5th, 1998 • Merge Technologies Inc • Computer storage devices • Wisconsin
RIGHTS AGREEMENT Dated as of September 6, 2006Rights Agreement • September 6th, 2006 • Merge Technologies Inc • Services-computer integrated systems design • Wisconsin
THIS AGREEMENT, dated as of September 6, 2006, between MERGE TECHNOLOGIES INCORPORATED, a Wisconsin corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST CO., a New York banking corporation (the “Rights Agent”).
VOTING, PROXY AND OPTION AGREEMENTVoting, Proxy and Option Agreement • December 6th, 2004 • Merge Technologies Inc • Services-computer integrated systems design • Wisconsin
THIS VOTING, PROXY AND OPTION AGREEMENT (this "Agreement") is made and entered into as of November 24, 2004 by and between Aviel Faliks ("Shareholder") and Merge Technologies Incorporated, a Wisconsin corporation ("Merge").
WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2015 • Merge Healthcare Inc • Services-computer integrated systems design • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of April 29, 2014, is made among MERGE HEALTHCARE INCORPORATED, a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not otherwise defined in any other Article hereof having the meaning given to it in Article I), the Lenders, GUGGENHEIM CORPORATE FUNDING, LLC, as lead arranger (in such capacity, the “Arranger”), and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.
INVESTOR RIGHTS AGREEMENT dated as of February 25, 2015 by and between MERGE HEALTHCARE INCORPORATED and the INVESTORS Listed on SCHEDULE 1 HeretoInvestor Rights Agreement • March 3rd, 2015 • Merge Healthcare Inc • Services-computer integrated systems design • New York
THIS INVESTOR RIGHTS AGREEMENT, dated as of February 25, 2015 (this “Agreement”), by and between Merge Healthcare Incorporated, a Delaware corporation (the “Company”), and the parties listed on Schedule 1 hereto (collectively, the “Investors”). Each of the Investors and the Company are from time to time referred to herein as a “Party” and collectively as the “Parties”.
MERGER AGREEMENT BY AND AMONG MERGE TECHNOLOGIES INCORPORATED, ADI ACQUISITION CORP., ACCUIMAGE DIAGNOSTICS CORP. AND THE PRINCIPAL SHAREHOLDER OF ACCUIMAGE DIAGNOSTICS CORPORATION NOVEMBER 24, 2004Merger Agreement • December 6th, 2004 • Merge Technologies Inc • Services-computer integrated systems design • Wisconsin
THIS MERGER AGREEMENT (the "AGREEMENT") is made and entered into as of the 24th day November, 2004 by and among MERGE TECHNOLOGIES INCORPORATED, a Wisconsin corporation ("MERGE"), ADI ACQUISITION CORP., a Nevada corporation ("ACQUISITION SUB"), ACCUIMAGE DIAGNOSTICS CORP., a Nevada corporation (together with its subsidiaries and predecessors, the "COMPANY"), and AVIEL FALIKS ("PRINCIPAL SHAREHOLDER").
SECURITY AGREEMENT dated as of April 29, 2014, among MERGE HEALTHCARE INCORPORATED, as Borrower, and THE SUBSIDIARY GUARANTORS PARTY HERETO, and GUGGENHEIM CORPORATE FUNDING, LLC, as Collateral AgentSecurity Agreement • May 5th, 2014 • Merge Healthcare Inc • Services-computer integrated systems design • New York
This SECURITY AGREEMENT dated as of April 29, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) is made by MERGE HEALTHCARE INCORPORATED, a Delaware corporation (“Borrower”), and the Subsidiaries of Borrower from to time to time party hereto (the “Subsidiary Guarantors”), as pledgors, collateral assignors and debtors (Borrower, together with the Subsidiary Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of GUGGENHEIM CORPORATE FUNDING, LLC, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, collateral assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
1 EXHIBIT 10.8 [PICKER LETTERHEAD] July 31, 1995 William L. Stafford Vice President, Sales and Service Merge Technologies, Inc. 1126 South 70th Street Milwaukee, Wisconsin 52314-3151 RE: LETTER OF INTENT Dear Mr. Stafford: This Letter of Intent will...Distribution Agreement • January 28th, 1998 • Merge Technologies Inc • Computer storage devices
CREDIT AGREEMENT dated as of April 29, 2014, among MERGE HEALTHCARE INCORPORATED, as Borrower, and THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors, THE LENDERS PARTY HERETO and GUGGENHEIM CORPORATE FUNDING, LLC, as Lead Arranger and...Credit Agreement • May 5th, 2014 • Merge Healthcare Inc • Services-computer integrated systems design • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of April 29, 2014, is made among MERGE HEALTHCARE INCORPORATED, a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not otherwise defined in any other Article hereof having the meaning given to it in Article I), the Lenders, GUGGENHEIM CORPORATE FUNDING, LLC, as lead arranger (in such capacity, the “Arranger”), and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties.
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 14th, 2015 • Merge Healthcare Inc • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER dated as of August 6, 2015 (this “Agreement”), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (“Parent”), DATONG ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), and MERGE HEALTHCARE INCORPORATED, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG AMICAS, INC., MERGE HEALTHCARE INCORPORATED AND PROJECT READY CORP. Dated as of february 28, 2010Merger Agreement • March 4th, 2010 • Merge Healthcare Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of February 28, 2010, is by and among Merge Healthcare Incorporated, a Delaware corporation (“Parent”), Project Ready Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and AMICAS, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 27th, 2015 • Merge Healthcare Inc • Services-computer integrated systems design • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2015 between Merge Healthcare Incorporated, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among MERGE HEALTHCARE INCORPORATED, MERGE ACQUISITION CORP, and ETRIALS WORLDWIDE, INC. Dated as of May 30, 2009Merger Agreement • June 2nd, 2009 • Merge Healthcare Inc • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 30, 2009 (this "Agreement") among Merge Healthcare Incorporated, a Delaware corporation ("Parent"), Merge Acquisition Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Parent ("Merger Sub"), and etrials Worldwide, Inc., a Delaware corporation (the "Company").
MERGE TECHNOLOGIES INCORPORATED DIRECTOR NONQUALIFIED STOCK OPTIONNonqualified Stock Option Agreement • August 30th, 2006 • Merge Technologies Inc • Services-computer integrated systems design
This NONQUALIFIED STOCK OPTION (hereinafter, “Stock Option” or “Stock Option Agreement”) is granted _____, 20__, by MERGE TECHNOLOGIES INCORPORATED, a Wisconsin corporation (hereinafter, the “Company”), to «FirstName» «LastName» (hereinafter, the “Eligible Participant”), pursuant to the 2005 Equity Incentive Plan of Merge Technologies Incorporated adopted March 4, 2005 by the Board of Directors of the Company and approved by the shareholders of the Company on May 24, 2005 (hereinafter, the “Plan”), and resolutions adopted by the Compensation Committee of the Board of Directors on ______, 20__, which authority was granted by the Board of Directors (hereinafter, the “Board”) at its meeting on May 24, 2005.
