AMENDMENT NO. 2
TO
MANAGEMENT SERVICES AGREEMENT
THIS AMENDMENT NO.
2 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”)
is made and entered into effective as of April 30, 2009 by and
between Virtual Radiologic Corporation, a Delaware corporation
(“VRC”), Virtual Radiologic Professionals of New York,
P.A., a Delaware professional corporation (the
“Practice”) and Eduard Michel, M.D., who is hereby
joined as a party to the Agreement (as defined below) solely with
respect to the provisions of Sections 12.1 thereof, as
modified by this Amendment. VRC, the Practice and Dr. Michel
are referred to herein each individually as a “party,”
and together the “parties.”
WHEREAS ,
VRC and the Practice entered into that certain Management Services
Agreement effective January 1, 2006, as amended (the
“Agreement”);
WHEREAS,
pursuant to the Agreement, VRC provides systems infrastructure and
management and administrative services to the Practice in order to
permit the Practice to devote its full effort to the performance of
professional radiology services on behalf of physician groups and
other customers of the Practice;
WHEREAS,
the Practice is a single stockholder professional corporation, and
the parties wish to ensure for an orderly transition of the
ownership of the Practice in certain circumstances to an individual
who is qualified to own the shares of the Practice.
NOW,
THEREFORE , for and in consideration of the premises and the
mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and on the terms and subject to the
conditions herein set forth, the Parties have agreed and do hereby
agree as follows:
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1.
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Section 12.1 of the Agreement
is amended and restated to read as follows:
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Section 12.1 Redemption, Sale
to Substitute Stockholder.
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Upon the occurrence of any of the
following events, the shares held by any then-current stockholder
of the Practice will automatically be redeemed by the Practice, and
the Practice, without the need for any further action by any
Practice stockholder, officer or di
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