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 • September 17th, 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 Mark Marlow (“Executive”).
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.
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”).
VIRTUAL RADIOLOGIC PROFESSIONALS INDEPENDENT PHYSICIAN AGREEMENTIndependent Physician Agreement • September 17th, 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.”
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”).
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 • September 17th, 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 hereto (the “Underwriters”), for whom Goldman, Sachs & Co. is acting as representative, an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of common stock, par value $0.001 per share (the “Stock”), of VRC. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 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.
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.”
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 AMENDED AND RESTATED INDEPENDENT PHYSICIAN AGREEMENTIndependent Physician Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Minnesota
This Amended and Restated Independent Physician Agreement including all exhibits and all addenda attached hereto (“Agreement”) is effective as of September 13, 2007 (the “Effective Date”), by and between VIRTUAL RADIOLOGIC PROFESSIONALS, LLC, a Delaware limited liability company (“Practice”) and Sean O. Casey, M.D. (“Physician”), sometimes referred to collectively as “the Parties.”
SECOND AMENDMENT TO LEASELease • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made effective as of December 1, 2006 (the “Effective Date”) by and between WELLS REIT II - 5995 OPUS PARKWAY, LLC, a Delaware limited liability company (“Landlord”) and VIRTUAL RADIOLOGIC CORPORATION (formally Virtual Radiologic Consultants, LLC), a Delaware corporation (“Tenant”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 17th, 2007 • Virtual Radiologic CORP • Services-misc health & allied services, nec • Delaware
THIS STOCK PURCHASE AGREEMENT, dated as of April 20, 2007 (this “Agreement”) by and among the individuals listed on Schedule A hereto (each a “Seller” and together the “Sellers”), Generation Capital Partners VRC LP, individually and as agent for Generation Members Fund II LP (each, a “Buyer” and together the “Buyers”) and Virtual Radiologic Corporation, a Delaware corporation (the “Company”).
