Exhibit B VOTING, PROXY AND OPTION AGREEMENTVoting, Proxy and Option Agreement • December 7th, 2004 • Faliks Aviel • Services-computer programming services • 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”).
Exhibit A 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 7th, 2004 • Faliks Aviel • Services-computer programming services • 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”).
