FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 22nd, 2008 • Merge Healthcare Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May [___], 2008, by and between Merge Healthcare Incorporated, a Wisconsin corporation (the “Company”), and Merrick RIS, LLC, a Delaware limited liability company (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2008 • Merge Healthcare Inc • Services-computer integrated systems design • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 21, 2008, is entered into by and among Merge Healthcare Incorporated, a Wisconsin corporation (“Parent”) and its subsidiaries listed on the Schedule of Companies (together with Parent, each a “Company” and collectively, the “Companies”), and Merrick RIS, LLC, a Delaware limited liability company (“Buyer”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 22nd, 2008 • Merge Healthcare Inc • Services-computer integrated systems design • Wisconsin
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (“Amendment”), dated as of the 21st day of May, 2008, by and between Merge Healthcare Incorporated f/k/a Merge Technologies Incorporated, a Wisconsin corporation (the “Company”), and American Stock Transfer & Trust Co. as rights agent (the “Rights Agent”), constitutes the First Amendment to the Rights Agreement, dated as of September 6, 2006, by and between the Company and the Rights Agent. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.
ESCROW AGREEMENTEscrow Agreement • May 22nd, 2008 • Merge Healthcare Inc • Services-computer integrated systems design • Delaware
THIS ESCROW AGREEMENT (this “Agreement”), is made and entered into as of this 21st day of May, 2008, by and among Merge Healthcare Incorporated, a Wisconsin corporation (“Merge”), SunTrust Bank, a Georgia banking corporation, as escrow agent hereunder (the “Escrow Agent”), and Merrick RIS, LLC, a Delaware limited liability company (“Merrick”).
