exv10w1






Exhibit 10.1




AMENDMENT NO. 3

TO

PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND

LICENSE




     THIS AMENDMENT NO. 3 TO PROFESSIONAL AND MANAGEMENT SERVICES AGREEMENT AND LICENSE (this
“Amendment”) is made and entered into effective as of April
30, 2009 by and between Virtual
Radiologic Professionals, LLC, a Delaware Limited Liability Company (“VRP” or the “Practice”),
Virtual Radiologic Corporation, a Delaware corporation (“VRC”) and, for purposes of granting the
rights specified under Section 12.17 of the Agreement to VRC, and agreeing to take the further
actions specified under Section 12.17 of the Agreement, in each case as such Section is amended
hereby,  Eduard Michel, M.D. VRP, VRC and Dr. Michel are referred to herein each individually as
a “party,” and together the “parties.”



     WHEREAS, VRP and VRC entered into that certain Professional and Management Services Agreement
and License effective January 1, 2006, as amended (the “Agreement”);



     WHEREAS, the Practice is a single member limited liability company, 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 membership units 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:




	1.	 	Section 12.17 of the Agreement is amended and restated to read:
	 
	 	 	Section 12.17 Acquisition Right.





     (a) The Practice shall cause each of its members to hereby irrevocably grant to VRC the fully
assignable right, but not the obligation, to acquire or designate a qualified buyer to acquire all
of the membership units of Practice (the “Securities”) for the sum of the lesser amount paid by
each of the holders for such securities or the book value thereof (the “Acquisition Right”) in each
of the following instances without the need for any further action by any Practice member, officer,
or manager:




(i) Death of the member;




(ii) Disability of the member;



 









 






(iii) Events
or circumstances that would constitute a basis for the
stockholder’s “disqualification” within the meaning of Section 611 of the
Delaware Professional Service Corporation Act, if the Company had been
formed thereunder ;




(iv) Actual or proposed voluntary or involuntary transfer of Securities,
whether by court or otherwise, including, without limitation, by reason of
the bankruptcy or divorce of a member;




(v) Actual or threatened breach of this Agreement by the member; or




(vi) Any other action or inaction which, in the opinion of VRC following
due consultation with appropriate professionals, would jeopardize the
provision of professional medical services provided by Practice or any of
VRC’s affiliates.


The Practice shall further cause each of its members to agree, on behalf of such member and such
member’s successors and assigns, to execute and deliver such instruments and take such other
actions as VRC or the Practice may require in order to carry out the sale of such member’s
membership units as provided in this Section 12.17.





	2.	 	Miscellaneous.





     A. Capitalized terms used herein and not defined shall have the meanings ascribed to them in
the Agreement.



     B. All of the terms, provisions, covenants, conditions, and obligations of this Amendment
shall be binding upon, and inure to the benefit of, the successors in interest and permitted
assigns of the parties hereto.



     C. All other provisions of the Agreement shall remain in full force and effect.



 









 





     IN WITNESS WHEREOF, the parties have duly executed this Amendment.



	 	 	 	 	 	 	 
	 	 	VIRTUAL RADIOLOGIC CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert C. Kill	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	VIRTUAL RADIOLOGIC PROFESSIONALS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eduard Michel M.D.	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	President	 	 
	 
	 

	 	 
	 	/s/ Eduard Michel M.D.	 	 
	 

	 	 	 	 	 	 
	 

	 	 
	 	Eduard Michel M.D.