GOVERNANCE AND STANDSTILL AGREEMENTGovernance and Standstill Agreement • April 20th, 2007 • OCM Principal Opportunities Fund IV, LP • Services-medical laboratories • Delaware
This GOVERNANCE AND STANDSTILL AGREEMENT (this “Agreement”), dated as of March 16, 2007, is entered into by and among Alliance Imaging, Inc., a Delaware corporation (together with its successors, the “Company”), OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund” and, together with its Affiliates (as defined below), successors and Permitted Assignees (as defined below), “Oaktree”), and MTS Health Investors II, L.P., a Delaware limited partnership (“MTS Health Investors” and, together with its Affiliates, successors and Permitted Assignees, “MTS” and, together with Oaktree, the “Oaktree Parties”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 20th, 2007 • OCM Principal Opportunities Fund IV, LP • Services-medical laboratories • Delaware
This Stockholders’ Agreement (this “Agreement”), dated as of April 16, 2007, is made and entered into by and among OCM Principal Opportunities Fund IV, L.P., a Cayman Islands limited partnership (together with its successors and Permitted Assignees (as defined below), “Oaktree”), MTS Health Investors II, L.P., a Delaware limited partnership (together with its successors and Permitted Assignees, “MTS”), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (“Oaktree Co-Investors”), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company ("MTS Co-Investors I") and Alliance-MTS Co-Investors II LLC, a Delaware limited liability company (“MTS Co-Investors II”, and each, a “Stockholder” and, collectively, the “Stockholders”), regarding the purchase of shares of common stock, par value $.01 per share (the “Common Stock”), of Alliance Imaging, Inc. (the “Company”). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed ther
STOCK PURCHASE AGREEMENT By and Among OCM Principal Opportunities Fund IV, L.P. MTS Health Investors II, L.P. and Viewer Holdings LLC Dated as of March 16, 2007Stock Purchase Agreement • April 20th, 2007 • OCM Principal Opportunities Fund IV, LP • Services-medical laboratories • Delaware
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 16, 2007, by and among OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund”), and MTS Health Investors II, L.P., a Delaware limited partnership (“MTS” and, together with OCM Fund, the “Purchasers”), and Viewer Holdings LLC, a Delaware limited liability company (the “Seller”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 20th, 2007 • OCM Principal Opportunities Fund IV, LP • Services-medical laboratories
Each of the undersigned acknowledges and agrees that the foregoing Statement on Schedule 13D is filed on behalf of the undersigned. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
