ContractAgreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • New York
EQUIPMENT PURCHASE AGREEMENT By and between VIRTUALSCOPICS, LLC And UNIVERSITY OF ROCHESTER MEDICAL CENTEREquipment 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”).
SALE OF INTELLECTUAL PROPERTY AGREEMENTSale 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”).
PLACEMENT AGENCY AGREEMENTPlacement 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
SERVICES AND CO-MARKETING AGREEMENTServices 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”).
CLINICAL IMAGING DEVELOPMENT AND SERVICES AGREEMENTVirtualScopics, Inc. • November 14th, 2005 • 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").
SECURITIES EXCHANGE AGREEMENT among CONSULTAMERICA, INC., VIRTUALSCOPICS, LLC and THE CONTROLLING MEMBERS OF VIRTUALSCOPICS, LLC November 4, 2005Securities 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.
DETERMINATION OF INTELLECTUAL PROPERTY RIGHTS AGREEMENTDetermination of Intellectual Property Rights Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • New York
This Determination of Intellectual Property Rights Agreement (“Agreement”) is made as of the first day of July, 2002 (“Effective Date”), between the University of Rochester, an educational institution chartered by the State of New York with offices at 518 Hylan Building, Box 270140, Rochester, New York 14627-0140 (“University”), and VirtualScopics, LLC, a for-profit New York limited liability company with offices at 350 Linden Oaks, Rochester, New York 14625 (“VirtualScopics”).
CONSULTING AGREEMENTConsulting Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • New York
VIRTUALSCOPICS, LLCVirtualScopics, Inc. • November 14th, 2005 • Services-help supply services
To: [Insider Group] Holders of VirtualScopics Securities (Common, Series A, Series B and Series C, Stock Options and Warrants)
SUBSCRIPTION AGREEMENTSubscription Agreement • November 14th, 2005 • VirtualScopics, Inc. • Services-help supply services • New York
This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in a publicly-traded company, which will subsequently change its name to VirtualScopics, Inc. (“Pubco”), and the anticipated acquisition by exchange offer (the “Acquisition”) by Pubco of all of the outstanding membership interests and business of VirtualScopics, LLC, a New York limited liability company. Brookshire Securities Corporation (the “Placement Agent”) shall serve as the placement agent of Pubco in conducting a private placement (the “Private Placement”) of units (“Units”), each Unit consisting of (i) one share of Pubco’s Series A Convertible Preferred Stock (“Preferred Stock”), convertible into 400 shares of Pubco’s common stock (“Common Stock”), and (ii) a detachable, four-year warrant to purchase 200 shares of Common Stock (“Warrant”), at an exercise price of $4.00 per share. The purchase price per Unit is $1,000. The Private Placement is being conducted on a “best ef
VIRTUALSCOPICS, LLCVirtualScopics, Inc. • November 14th, 2005 • Services-help supply services
VirtualScopics, LLC (“VirtualScopics” or the “Company”) plans to become a wholly-owned subsidiary of a publicly-traded company through an exchange offer, concurrently with a private offering of a minimum of $3,000,000 of Units, each Unit consisting of one share of Series A Convertible Preferred Stock and a warrant to purchase 200 shares of Common Stock (the “Funding Transactions”). The Company plans to use the proceeds of this transaction to increase its business development efforts, further its research and development activities and expand its operations to meet the growing demand of its customers. The publicly-traded company, which is called “Pubco” for purposes of this lock-up agreement, will then operate the business of VirtualScopics under the current management of VirtualScopics. We currently expect to close these Funding Transactions on or around October 31, 2005. Pubco is not identified at this time due to securities regulations regarding “insider” knowledge of upcoming transa
