0001140361-12-011506 Sample Contracts

MASTER SERVICES AGREEMENT
Master Services Agreement • February 28th, 2012 • Merge Healthcare Inc • Services-computer integrated systems design • Illinois

This Master Services Agreement ("Agreement") is entered into as of December ___, 2011, (“Effective Date”), by and between Merge Healthcare Canada Corp., with an office at 6303 Airport Road, Suite 500, Mississauga, Ontario L4V 1R8 Canada (“Service Provider") and higi llc, with an office at 200 East Randolph Street, Suite 2200, Chicago, Illinois 60601 (“Customer”). Customer and Service Provider may be referred to individually as a “Party” and collectively as the “Parties.” The Parties mutually agree as follows:

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THIS AGREEMENT made the 24th day of February, 2012. B E T W E E N:
Agreement • February 28th, 2012 • Merge Healthcare Inc • Services-computer integrated systems design • Illinois

WHEREAS, WELLS REIT - CHICAGO CENTER OWNER, LLC, a Delaware limited liability company (“Landlord”), successor-in-interest to Wells REIT - Chicago Center, Chicago, LLC, successor-in-interest to BRE/Randolph Drive, L.L.C., and BP CORPORATION NORTH AMERICA INC. (“Sublessor”), f/k/a BP Amoco Corporation, f/k/a Amoco Corporation, entered into that certain Office Lease dated December 11, 1998, as amended by that certain First Amendment to Office Lease dated July 30, 1999, and by that certain Second Amendment to Office Lease dated December 1, 2002, and by that certain Third Lease Amendment dated March 22, 2007, and by that certain Fourth Lease Amendment dated January 9, 2007, and by that certain Fifth Lease Amendment dated January 14, 2009 (collectively, the “Master Lease”) whereby Landlord leased to Sublessor certain space consisting of approximately 783,236 rentable square feet (the “Master Premises”) of the building located at 200 East Randolph, Chicago, Illinois (the “Building”), as more

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