0001144204-12-020166 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 4th, 2012 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement, dated as of April 3, 2012, is made by and between VirtualScopics, Inc., a Delaware corporation (the “Corporation”) and David Rubin (the “Indemnitee”).

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VOTING AGREEMENT
Voting Agreement • April 4th, 2012 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • Delaware

This Voting Agreement (this “Agreement”), dated as of March 27, 2012 between the undersigned stockholder (“Stockholder”) of VirtualScopics, Inc., a Delaware corporation (the “Company”), and the Company.

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Contract
Securities Purchase Agreement • April 4th, 2012 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

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SERIES C PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT
Voting Agreement • April 4th, 2012 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

THIS SERIES C PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the 3rd day of April, 2012, by and between VirtualScopics, Inc., a Delaware corporation (the “Company”), with a principal place of business at 500 Linden Oaks, Rochester, New York 14625, and Merck Global Health Innovation Fund, LLC, a Delaware limited liability company (the “Purchaser”), with a principal place of business at One Merck Drive, Whitehouse Station, New Jersey 08889-0100.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 4th, 2012 • VirtualScopics, Inc. • Surgical & medical instruments & apparatus • New York

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of the 3rd day of April, 2012, by and between VirtualScopics, Inc. a Delaware corporation (the “Company”), and Merck Global Health Innovation Fund LLC, a Delaware limited liability company (the “Investor”).

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Contract
VirtualScopics, Inc. • April 4th, 2012 • Surgical & medical instruments & apparatus • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

Sample 1
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