Unassociated Document


     

    Radnet
Management, Inc.

     

    10
3⁄8% Senior Notes due 2018

    


    unconditionally
guaranteed as to the

    payment
of principal, premium,

    if
any, interest and special interest, if any, by

    the
Guarantors listed on the signature pages hereto

     

      
        

      

    

     

    Registration Rights
Agreement

    
      
         

        
          	 
      	
                  April
      6, 2010

                


        

      

    

    Deutsche
Bank Securities Inc.,

    Barclays
Capital Inc.,

    As
representatives of the several Purchasers

    named in
Schedule I to the Purchase Agreement

    Deutsche
Bank Securities Inc.

    60 Wall
Street

    New York,
NY 10005

     

    Ladies
and Gentlemen:

     

    Radnet
Management, Inc., a California corporation (the “Company”), proposes to issue
and sell to the Purchasers (as defined herein) upon the terms set forth in the
Purchase Agreement (as defined herein) $200,000,000 in aggregate principal
amount of its 103⁄8% Senior Notes due 2018,
which are unconditionally guaranteed by RadNet, Inc. (the “Parent”) and each of the
Company’s existing and future Wholly-Owned Domestic Subsidiaries (as defined in
the Indenture) (each a “Subsidiary Guarantor,”
collectively the “Subsidiary
Guarantors” and, together with the Parent, the “Guarantors”).  In
satisfaction of a condition to the obligations of the Purchasers under the
Purchase Agreement, the Company and the Guarantors agree with the Purchasers for
the benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:

     

    1.      Certain
Definitions.  For purposes of this Registration Rights
Agreement (this “Agreement”), the following
terms shall have the following respective meanings:

     

    “Base Interest” shall mean
the interest that would otherwise accrue on the Securities under the terms
thereof and the Indenture, without giving effect to the provisions of this
Agreement.

     

    The term
“broker-dealer” shall
mean any broker or dealer registered with the Commission under the Exchange
Act.

     

    “Business Day” shall have the
meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission under
the Exchange Act, as the same may be amended or succeeded from time to
time.

     

    “Certificated Notes” means
definitive notes in registered certificated form.

     

    “Closing Date” shall mean the
date on which the Securities are initially issued.

     

    
      
        
        

      

      
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    “Commission” shall mean the
United States Securities and Exchange Commission, or any other federal agency at
the time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.

     

    “DTC” means The Depository
Trust Company.

     

    “EDGAR System” means the
EDGAR filing system of the Commission and the rules and regulations pertaining
thereto promulgated by the Commission in Regulation S-T under the Securities Act
and the Exchange Act, in each case as the same may be amended or succeeded from
time to time (and without regard to format).

     

    “Effective Time,” in the case
of (i) an Exchange Registration, shall mean the time and date as of which
the Commission declares the Exchange Offer Registration Statement effective or
as of which the Exchange Offer Registration Statement otherwise becomes
effective and (ii) a Shelf Registration, shall mean the time and date as of
which the Commission specifies for the Shelf Registration Statement to be
effective or as of which the Shelf Registration Statement otherwise becomes
effective.

     

    “Electing Holder” shall mean
any holder of Registrable Securities that has returned a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(d)(ii)
or Section 3(d)(iii) and the instructions set forth in the Notice and
Questionnaire.

     

    “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.

     

    “Exchange Offer” shall have
the meaning assigned thereto in Section 2(a).

     

    “Exchange Registration” shall
have the meaning assigned thereto in Section 3(c).

     

    “Exchange Offer Registration
Statement” shall have the meaning assigned thereto in
Section 2(a).

     

    “Exchange Securities” shall
have the meaning assigned thereto in Section 2(a).

     

    “Guarantors” shall have the
meaning assigned thereto in the Indenture.

     

    The term
“holder” shall mean
each of the Purchasers and other persons who acquire Securities from time to
time (including any successors or assigns), in each case for so long as such
person owns any Securities.

     

    “Indenture” shall mean the
trust indenture, dated as of April 6, 2010 between the Company, the
Guarantors and U.S.
Bank National Association, as trustee, as the same may be amended from time to
time.

     

    “Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto.

     

    The term
“person” shall mean a
corporation, limited liability company, association, partnership, organization,
business, individual, government or political subdivision thereof or
governmental agency.

     

    “Purchase Agreement” shall
mean the Purchase Agreement, dated as of March 31, 2010, among the
Purchasers, the Company and the Guarantors.

     

    
      
        
        

      

      
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    “Purchasers” shall mean the
Purchasers named in Schedule I to the Purchase Agreement.

     

    “Registrable Securities”
shall mean the Securities; provided, however, that a
Security shall cease to be a Registrable Security upon the earliest to occur of
the following: (i) in the circumstances contemplated by Section 2(a),
the Security has been exchanged in the Exchange Offer by a Person other than a
broker-dealer for an Exchange Security entitled to be resold to the public by
the holder thereof without complying with the prospectus delivery requirements
of the Securities Act; (ii) in the circumstances contemplated by
Section 2(a), following the exchange by a broker-dealer in the Exchange
Offer of the Security for an Exchange Security, such Exchange Security is sold
to a purchaser who receives from such broker-dealer on or prior to the date of
such sale a copy of the prospectus contained in the Exchange Offer Registration
Statement; (iii) in the circumstances contemplated by Section 2(b), a Shelf
Registration Statement registering such Security under the Securities Act has
been declared or becomes effective and such Security has been sold or otherwise
transferred by the holder thereof pursuant to and in a manner contemplated by
such effective Shelf Registration Statement; (iv) subject to Section 8(b),
such Security is actually sold by the holder thereof pursuant to Rule 144
under circumstances in which any legend borne by such Security relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the Company or pursuant to the Indenture; provided that a Security will
not cease to be a Registrable Security for purposes of the Exchange Offer by
virtue of this clause (iv); or (v) such Security shall cease to be
outstanding.

     

    “Registration Default” shall
have the meaning assigned thereto in Section 2(c).

     

    “Registration Default Period”
shall have the meaning assigned thereto in Section 2(c).

     

    “Registration Expenses” shall
have the meaning assigned thereto in Section 4.

     

    “Resale Period” shall have
the meaning assigned thereto in Section 2(a).

     

    “Restricted Holder” shall
mean (i) a holder that is an affiliate of the Company within the meaning of
Rule 405, (ii) a holder who acquires Exchange Securities outside the
ordinary course of such holder’s business, (iii) a holder who has
arrangements or understandings with any person to participate in the Exchange
Offer for the purpose of distributing Exchange Securities and (iv) a holder that
is a broker-dealer, but only with respect to Exchange Securities received by
such broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Company.

     

    “Rule 144,” “Rule 405”,
“Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” shall mean,
in each case, such rule promulgated by the Commission under the Securities Act
(or any successor provision), as the same may be amended or succeeded from time
to time.

     

    “Securities” shall mean,
collectively, the $200,000,000 in
aggregate principal amount of the Company’s 10 3⁄8% Senior Notes due 2018 to be
issued and sold to the Purchasers, and securities issued in exchange therefor or
in lieu thereof pursuant to the Indenture.  Each Security is entitled
to the benefit of the guarantees provided by the Guarantors in the Indenture
(collectively, the “Guarantees”) and, unless the
context otherwise requires, any reference herein to a “Security,” an “Exchange
Security” or a “Registrable Security” shall include a reference to the related
Guarantees.

     

    “Securities Act” shall mean
the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.

     

    “Shelf Registration” shall
have the meaning assigned thereto in Section 2(b).

     

    
      
        
        

      

      
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    “Shelf Registration
Statement” shall have the meaning assigned thereto in
Section 2(b).

     

    “Special Interest” shall have
the meaning assigned thereto in Section 2(c).

     

    “Suspension Period” shall
have the meaning assigned thereto in Section 2(b).

     

    “Trust Indenture Act” shall
mean the Trust Indenture Act of 1939, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.

     

    “Trustee” shall mean U.S.
Bank National Association, as trustee under the Indenture, together with any
successors thereto in such capacity.

     

    Unless
the context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Agreement, and the
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Agreement as a whole and not to any particular Section or other
subdivision.

     

    2.     Registration Under the Securities
Act.

     

    (a)    The
Company and the Guarantors agree to use all commercially reasonable efforts to
cause a registration statement (the “Exchange Offer Registration
Statement”) to become or be declared effective on or prior to 360 days
after the closing date, relating to an offer to exchange (the “Exchange Offer”) any and all
of the Securities for a like aggregate principal amount of debt securities
issued by the Company and guaranteed by the Guarantors, which debt securities
and guarantees are substantially identical to the Securities and the related
Guarantees, respectively (and are entitled to the benefits of the Indenture),
except that they have been registered pursuant to an effective registration
statement under the Securities Act and do not contain provisions for Special
Interest contemplated in Section 2(c) below (such new debt securities
hereinafter called “Exchange
Securities”).  The Exchange Offer will be registered under the
Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act.  Unless the
Exchange Offer would not be permitted by applicable law or Commission policy,
the Company further agrees to (i) commence the Exchange Offer promptly (but
no later than 10 Business Days) following the Effective Time of such Exchange
Offer Registration Statement, (ii) use all commercially reasonable efforts
to hold the Exchange Offer open for at least 20 Business Days in accordance with
Regulation 14E promulgated by the Commission under the Exchange Act and
(iii) use all commercially reasonable efforts to exchange Exchange
Securities for all Registrable Securities that have been properly tendered and
not withdrawn promptly following the expiration of the Exchange
Offer.  The Exchange Offer will be deemed to have been “completed”
only (i) upon the delivery by the Company to the Trustee under the
Indenture of Exchange Securities in the same aggregate principal amount as the
aggregate principal amount of Registrable Securities that were tendered by
holders thereof pursuant to the Exchange Offer, and (ii) upon the Company having
exchanged, pursuant to the Exchange Offer, Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn before
the expiration of the Exchange Offer, which shall be on a date that is at least
20 Business Days and not more than 30 Business Days following the commencement
of the Exchange Offer.  The Company and the Guarantors agree (x) to
include in the Exchange Offer Registration Statement a prospectus for use in any
resales by any holder of Exchange Securities that is a broker-dealer and (y) to
keep such Exchange Offer Registration Statement effective for a period (the
“Resale Period”)
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 180th day
after the Exchange Offer has been completed or such time as such broker-dealers
are no longer required to deliver a prospectus in connection with
market  making or other trading activities.  With respect to
such Exchange Offer Registration Statement, such holders shall have the benefit
of the rights of indemnification and contribution set forth in
Subsections 6(a), (c), (d) and (e).

     

    
      
        
        

      

      
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    (b)   If
(i) the Company and the Guarantors are not required to file the Exchange Offer
Registration Statement, (ii) the Company and the Guarantors are not permitted to
consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy or (iii) any holder of Registrable
Securities notifies the Company prior to the 20th
Business Day following the completion of the Exchange Offer that: (A) it is
prohibited by law or Commission policy from participating in the Exchange Offer,
(B) it may not resell the Exchange Securities to the public without
delivering a prospectus and the prospectus supplement contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales or
(C) it is a broker-dealer and owns Securities acquired directly from the Company
or an affiliate of the Company, then the Company and the Guarantors shall, in
lieu of (or, in the case of clause (iii), in addition to) conducting the
Exchange Offer contemplated by Section 2(a), use all commercially
reasonable efforts to file under the Securities Act on or prior to 30 days after
the time such obligation to file arises (but no earlier than 90 days after the
Closing Date), a “shelf” registration statement (which may be an amendment to
the Exchange Offer Registration Statement) providing for the registration of,
and the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that may
be adopted by the Commission (such filing, the “Shelf Registration” and such
registration statement, the “Shelf Registration
Statement”).  The Company and the Guarantors agree to use all commercially
reasonable efforts to cause the Shelf Registration Statement to become or be
declared effective on or prior to 90 days after such Shelf Registration
Statement filing obligation arises.  The Company and the Guarantors
agree to use all commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective for a period ending on the earlier of the
second anniversary of the Effective Time or such time as there are no longer any
Registrable Securities outstanding.  No holder shall be entitled to be
named as a selling securityholder in the Shelf Registration Statement or to use
the prospectus forming a part thereof for resales of Registrable Securities
unless such holder is an Electing Holder.  The Company and the
Guarantors agree, after the Effective Time of the Shelf Registration Statement
and promptly upon the request of any holder of Registrable Securities that is
not then an Electing Holder, to use commercially reasonable efforts to enable
such holder to use the prospectus forming a part thereof for resales of
Registrable Securities, including, without limitation, any action necessary to
identify such holder as a selling securityholder in the Shelf Registration
Statement (whether by post-effective amendment thereto or by filing a prospectus
pursuant to Rules 430B and 424(b) under the Securities Act identifying such
holder), provided,
however, that nothing in this sentence shall relieve any such holder of
the obligation to return a completed and signed Notice and Questionnaire to the
Company in accordance with Section 3(d)(iii).  Notwithstanding
anything to the contrary in this Section 2(b), upon notice to the Electing
Holders, the Company may suspend the use or the effectiveness of such Shelf
Registration Statement, or extend the time period in which it is required to
file the Shelf Registration Statement, for a reasonable period of time but not
in excess of 60 consecutive days and not more than three (3) times during
any 12-month period (a “Suspension Period”) if the
Board of Directors of the Company determines that there is a valid business
purpose for suspension of the Shelf Registration Statement; provided that the Company
shall promptly notify the Electing Holders when the Shelf Registration Statement
may once again be used or is effective.

     

    
      
        
        

      

      
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    (c)    In
the event that (i) Exchange Offer Registration Statement has not been declared
effective within 360 days after the closing date or Shelf Registration Statement
has not become effective or been declared effective by the Commission on or
prior to the Effective Time for such registration statement or (ii) the Exchange
Offer has not been completed within 30 Business Days after the Effective Time of
the Exchange Offer Registration Statement relating to the Exchange Offer (if the
Exchange Offer is then required to be made) or (iii) any Exchange Offer
Registration Statement or Shelf Registration Statement required by
Section 2(a) or Section 2(b) is declared effective but shall
thereafter either be withdrawn by the Company or shall become subject to an
effective stop order issued pursuant to Section 8(d) of the Securities Act
suspending the effectiveness of such registration statement (except as
specifically permitted herein, including, with respect to any Shelf Registration
Statement, during any applicable Suspension Period in accordance with the last
sentence of Section 2(b)) without being succeeded immediately by an
additional registration statement filed and declared effective (each such event
referred to in clauses (i) through (iii), a “Registration Default” and
each period during which a Registration Default has occurred and is continuing,
a “Registration Default
Period”), then, as liquidated damages for such Registration Default,
subject to the provisions of Section 9(b), special interest (“Special Interest”), in
addition to the Base Interest, shall accrue on the principal amount of all
Registrable Securities then outstanding at a per annum rate of 0.25% for the
first 90 days of the Registration Default Period, at a per annum rate of 0.50%
for the second 90 days of the Registration Default Period, at a per annum rate
of 0.75% for the third 90 days of the Registration Default Period and at a per
annum rate of 1.0% thereafter for the remaining portion of the Registration
Default Period.  For the avoidance of doubts, in no event shall
Special Interest exceed 1.0% per annum.  Following the cure of all
Registration Defaults, the interest rate borne by the Registrable Securities
will revert to Base Interest.  All accrued Special Interest shall be
paid by the Company and the Guarantors to the holders entitled thereto on the
next scheduled interest payment date to DTC or its nominee by wire transfer of
immediately available funds or by federal funds check and to holders of
Certificated Notes by wire transfer to the accounts specified by them or by
mailing checks to their registered address if no such accounts have been
specified.

     

    (d)   The
Company shall use all commercially reasonable efforts to take, and shall cause
the Guarantors to use all commercially reasonable efforts to take, all actions necessary or
advisable to be taken by it to ensure that the transactions contemplated herein
are effected as so contemplated, including all actions necessary or desirable to
register the Guarantee under any Exchange Offer Registration Statement or
Shelf  Registration Statement, as applicable.

     

    (e)    Any
reference herein to a registration statement or prospectus as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time; and any reference herein to any
post-effective amendment to a registration statement or to any prospectus
supplement as of any time shall be deemed to include any document incorporated,
or deemed to be incorporated, therein by reference as of such time.

     

    3.     Registration
Procedures.

     

    If the
Company and the Guarantors file a registration statement
pursuant to Section 2(a) or Section 2(b), the following provisions
shall apply:

     

    (a)    At
or before the Effective Time of the Exchange Registration or any Shelf
Registration, whichever may occur first, the Company shall qualify the Indenture
under the Trust Indenture Act.

     

    (b)    In
the event that such qualification would require the appointment of a new trustee
under the Indenture, the Company shall appoint a new trustee thereunder pursuant
to the applicable provisions of the Indenture.

     

    (c)    In
connection with the Company’s and the Guarantors’ obligations with respect to
the registration of Exchange Securities as contemplated by Section 2(a)
(the “Exchange
Registration”), if applicable, the Company and the Guarantors
shall:

     

    (i)        use
all commercially reasonable efforts to prepare and file with the Commission an
Exchange Offer Registration Statement on any form which may be utilized by the
Company and the Guarantors and which shall permit the Exchange Offer and resales
of Exchange Securities by broker-dealers during the Resale Period to be effected
as contemplated by Section 2(a), and use all commercially reasonable
efforts to cause such Exchange Offer Registration Statement to become effective
no later than 360 days after the Closing Date;

     

    
      
        
        

      

      
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    (ii)       as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Exchange Offer Registration Statement and the prospectus
included therein as may be necessary to effect and maintain the effectiveness of
such Exchange Offer Registration Statement for the periods and purposes
contemplated in Section 2(a) and as may be required by the applicable rules
and regulations of the Commission and the instructions applicable to the form of
such Exchange Offer Registration Statement, and promptly provide each
broker-dealer holding Exchange Securities with such number of copies of the
prospectus included therein (as then amended or supplemented), in conformity in
all material respects with the requirements of the Securities Act and the Trust
Indenture Act, as such broker-dealer reasonably may request prior to the
expiration of the Resale Period, for use in connection with resales of Exchange
Securities;

     

    (iii)      promptly
notify each broker-dealer that has requested or received copies of the
prospectus included in such Exchange Offer Registration Statement, and confirm
such advice in writing, (A) when such Exchange Offer Registration Statement
or the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Exchange
Offer Registration Statement or any post-effective amendment, when the same has
become effective, (B) of any comments by the Commission and by the blue sky
or securities commissioner or regulator of any state with respect thereto or any
request by the Commission for amendments or supplements to such Exchange Offer
Registration Statement or prospectus or for additional information, (C) of
the issuance by the Commission of any stop order suspending the effectiveness of
such Exchange Offer Registration Statement or the initiation or threatening of
any proceedings for that purpose, (D) if at any time the representations
and warranties of the Company contemplated by Section 5 cease to be true
and correct in all material respects, (E) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Exchange Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, (F) the occurrence of any
event that causes the Company to become an “ineligible issuer” as defined in
Rule 405, or (G) if at any time during the Resale Period when a
prospectus is required to be delivered under the Securities Act, that such
Exchange Offer Registration Statement, prospectus, prospectus amendment or
supplement or post-effective amendment does not conform in all material respects
to the applicable requirements of the Securities Act and the Trust Indenture Act
or contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;

     

    (iv)     in
the event that the Company and the Guarantors would be required, pursuant to
Section 3(c)(iii)(G), to notify any broker-dealers holding Exchange
Securities (except as otherwise permitted during any Suspension Period),
promptly prepare and furnish to each such holder a reasonable number of copies
of a prospectus supplemented or amended so that, as thereafter delivered to
purchasers of such Exchange Securities during the Resale Period, such prospectus
shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;

     

    (v)      use
all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Exchange Offer Registration Statement or
any post-effective amendment thereto at the earliest practicable
date;

     

    
      
        
        

      

      
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    (vi)     use
all commercially reasonable efforts to (A) register or qualify the Exchange
Securities under the securities laws or blue sky laws of such jurisdictions as
are contemplated by Section 2(a) no later than the commencement of the
Exchange Offer, to the extent required by such laws, (B) keep such
registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers, sales and dealings therein in such
jurisdictions until the expiration of the Resale Period, (C) take any and
all other actions as may be reasonably necessary or advisable to enable each
broker-dealer holding Exchange Securities to consummate the disposition thereof
in such jurisdictions and (D) obtain the consent or approval of each
governmental agency or authority, whether federal, state or local, which may be
required to effect the Exchange Registration, the Exchange Offer and the
offering and sale of Exchange Securities by broker-dealers during the Resale
Period; provided,
however, that neither the Company nor the Guarantors shall be required
for any such purpose to (1) qualify as a foreign corporation in any
jurisdiction wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(c)(vi), (2) consent to general service
of process in any such jurisdiction or become subject to taxation in any such
jurisdiction or (3) make any changes to its certificate of incorporation or
by-laws or other governing documents or any agreement between it and its
stockholders;

     

    (vii)    obtain
a CUSIP number for all Exchange Securities, not later than the applicable
Effective Time; and

     

    (viii)   use
all commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its
securityholders no later than eighteen months after the Effective Time of such
Exchange Offer Registration Statement, an “earning statement” of the Company and
its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158
thereunder).

     

    (d)   In
connection with the Company’s and the Guarantors’ obligations with respect to
the Shelf Registration, if applicable, the Company and the Guarantors
shall:

     

    (i)       use
commercially reasonable efforts to prepare and file with the Commission, within
the time periods specified in Section 2(b), a Shelf Registration Statement
on any form which may be utilized by the Company and which shall register all of
the Registrable Securities for resale by the holders thereof in accordance with
such method or methods of disposition as may be specified by the holders of
Registrable Securities as, from time to time, may be Electing Holders and use
all commercially reasonable efforts to cause such Shelf Registration Statement
to become effective within the time periods specified in
Section 2(b);

     

    (ii)       mail
the Notice and Questionnaire to the holders of Registrable Securities not less
than 30 days prior to the anticipated Effective Time of the Shelf Registration
Statement, and no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement, and no holder shall be
entitled to use the prospectus forming a part thereof for resales of Registrable
Securities at any time, unless and until such holder has returned a completed
and signed Notice and Questionnaire to the Company;

     

    (iii)      after
the Effective Time of the Shelf Registration Statement, upon the request of any
holder of Registrable Securities that is not then an Electing Holder, promptly
send a Notice and Questionnaire to such holder; provided that the Company
shall not be required to take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such holder to
use the prospectus forming a part thereof for resales of Registrable Securities
until such holder has returned a completed and signed Notice and Questionnaire
to the Company;

     

    
      
        
        

      

      
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    (iv)     as
soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Shelf Registration Statement for the period specified in Section 2(b) and
as may be required by the applicable rules and regulations of the Commission and
the instructions applicable to the form of such Shelf Registration Statement,
and furnish to the Electing Holders copies of any such supplement or amendment
simultaneously with or prior to its being used or filed with the Commission to
the extent such documents are not publicly available on the Commission’s EDGAR
System;

     

    (v)      comply
with the provisions of the Securities Act with respect to the disposition of all
of the Registrable Securities covered by such Shelf Registration Statement in
accordance with the intended methods of disposition by the Electing Holders
provided for in such Shelf Registration Statement;

     

    (vi)     provide
the Electing Holders and not more than one counsel for all the Electing Holders
the opportunity to participate in the preparation of such Shelf Registration
Statement, each prospectus included therein or filed with the Commission and
each amendment or supplement thereto;

     

    (vii)    for
a reasonable period prior to the filing of such Shelf Registration Statement,
and throughout the period specified in Section 2(b), make available at
reasonable times at the Company’s principal place of business or such other
reasonable place for inspection by the persons referred to in
Section 3(d)(vi) who shall certify to the Company that they have a current
intention to sell the Registrable Securities pursuant to the Shelf Registration
such financial and other information and books and records of the Company, and
cause the officers, employees, counsel and independent certified public
accountants of the Company to respond to such inquiries, as shall be reasonably
necessary (and in the case of counsel, not violate an attorney-client privilege,
in such counsel’s reasonable belief), in the judgment of the respective counsel
referred to in Section 3(d)(vi), to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering on behalf of the Electing Holders
shall be conducted by one counsel designated by the holders of at least a
majority in aggregate principal amount of the Registrable Securities held by the
Electing Holders at the time outstanding and provided further that each
such party shall be required to maintain in confidence and not to disclose to
any other person any information or records reasonably designated by the Company
as being confidential, until such time as (A) such information becomes a
matter of public record (whether by virtue of its inclusion in such Shelf
Registration Statement or otherwise), or (B) such person shall be required
so to disclose such information pursuant to a subpoena or order of any court or
other governmental agency or body having jurisdiction over the matter (subject
to the requirements of such order, and only after such person shall have given
the Company prompt prior written notice of such requirement), or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case
may be, complies with applicable requirements of the federal securities laws and
the rules and regulations of the Commission and does not contain an untrue
statement of a material fact or omit to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;

     

    
      
        
        

      

      
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    (viii)   promptly
notify each of the Electing Holders and confirm such advice in writing,
(A) when such Shelf Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective amendment
has been filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any
comments by the Commission and by the blue sky or securities commissioner or
regulator of any state with respect thereto or any request by the Commission for
amendments or supplements to such Shelf Registration Statement or prospectus or
for additional information, (C) of the issuance by the Commission of any
stop order suspending the effectiveness of such Shelf Registration Statement or
the initiation or threatening of any proceedings for that purpose, (D) if
at any time the representations and warranties of the Company set forth in
Section 5 cease to be true and correct in all material respects,
(E) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (F) the occurrence of any event that causes the Company to become
an “ineligible issuer” as defined in Rule 405, or (G) if at any time
when a prospectus is required to be delivered under the Securities Act, that
such Shelf Registration Statement, prospectus, prospectus amendment or
supplement or post-effective amendment does not conform in all material respects
to the applicable requirements of the Securities Act and the Trust Indenture Act
or contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;

     

    (ix)      use
all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Shelf Registration Statement or any
post-effective amendment thereto at the earliest practicable date;

     

    (x)       if
requested by any Electing Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the Commission and as such Electing Holder
reasonably specifies should be included therein relating to the terms of the
sale of such Registrable Securities, including information with respect to the
principal amount of Registrable Securities being sold by such Electing Holder,
the name and description of such Electing Holder, the offering price of such
Registrable Securities and any discount, commission or other compensation
payable in respect thereof and with respect to any other terms of the offering
of the Registrable Securities to be sold by such Electing Holder; and make all
required filings of such prospectus supplement or post-effective amendment as
soon as practicable after notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment;

     

    (xi)      furnish
to each Electing Holder and the counsel referred to in Section 3(d)(vi) an
executed copy (or a conformed copy) of such Shelf Registration Statement, each
such amendment and supplement thereto (in each case including all exhibits
thereto (in the case of an Electing Holder of Registrable Securities, upon
request) and documents incorporated by reference therein) and such number of
copies of such Shelf Registration Statement (excluding exhibits thereto and
documents incorporated by reference therein unless specifically so requested by
such Electing Holder) and of the prospectus included in such Shelf Registration
Statement (including each preliminary prospectus and any summary prospectus), in
conformity in all material respects with the applicable requirements of the
Securities Act and the Trust Indenture Act to the extent such documents are not
available through the Commission’s EDGAR System, and such other documents, as
such Electing Holder may reasonably request in order to permit such Electing
Holder to satisfy the prospectus delivery requirements of the Securities Act;
and subject to Section 3(e), the Company hereby consents to the use of such
prospectus (including such preliminary and summary prospectus) and any amendment
or supplement thereto by each such Electing Holder (subject to any applicable
Suspension Period), in each case in the form most recently provided to such
person by the Company, in connection with the offering and sale of the
Registrable Securities covered by the prospectus (including such preliminary and
summary prospectus) or any supplement or amendment thereto;

     

    
      
        
        

      

      
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    (xii)     use
all commercially reasonable efforts to (A) cooperate with the Electing
Holders to register or qualify the Registrable Securities to be included in such
Shelf Registration Statement under such securities laws or blue sky laws of such
jurisdictions as any Electing Holder shall reasonably request, (B) keep
such registrations or qualifications in effect and comply with such laws so as
to permit the continuance of offers, sales and dealings therein in such
jurisdictions during the period the Shelf Registration Statement is required to
remain effective under Section 2(b) and for so long as may be necessary to
enable any such Electing Holder to complete its distribution of Registrable
Securities pursuant to such Shelf Registration Statement, (C) take any and
all other actions as may be reasonably necessary or advisable to enable each
such Electing Holder to consummate the disposition in such jurisdictions of such
Registrable Securities and (D) obtain the consent or approval of each
governmental agency or authority, whether federal, state or local, which may be
required to effect the Shelf Registration or the offering or sale in connection
therewith or to enable the selling holder or holders to offer, or to consummate
the disposition of, their Registrable Securities; provided, however, that
neither the Company nor the Guarantors shall be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction wherein it would
not otherwise be required to qualify but for the requirements of this
Section 3(d)(xii), (2) consent to general service of process in any
such jurisdiction or become subject to taxation in any such jurisdiction or
(3) make any changes to its certificate of incorporation or by-laws or
other governing documents or any agreement between it and its
stockholders;

     

    (xiii)    unless
any Registrable Securities shall be in book-entry only form, cooperate with the
Electing Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which certificates,
if so required by any securities exchange upon which any Registrable Securities
are listed, shall be printed, penned, lithographed, engraved or otherwise
produced by any combination of such methods, on steel engraved borders, and
which certificates shall not bear any restrictive legends;

     

    (xiv)   obtain
a CUSIP number for all Securities that have been registered under the Securities
Act, not later than the applicable Effective Time;

     

    (xv)     notify
in writing each holder of Registrable Securities of any proposal by the Company
to amend or waive any provision of this Agreement pursuant to Section 9(h)
and of any amendment or waiver effected pursuant thereto, each of which notices
shall contain the text of the amendment or waiver proposed or effected, as the
case may be; and

     

    (xvi)    use
all commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its
securityholders no later than eighteen months after the Effective Time of such
Shelf Registration Statement an “earning statement” of the Company and its
subsidiaries complying with Section 11(a) of the Securities Act (including,
at the option of the Company, Rule 158 thereunder).

     

    (e)    In
the event that the Company would be required, pursuant to
Section 3(d)(viii)(G), to notify the Electing Holders, the Company shall as
soon as practicable prepare and furnish to each of the Electing Holders a
reasonable number of copies of a prospectus supplemented or amended as
contemplated by Section 3(d)(viii)(G).  Each Electing Holder agrees
that upon receipt of any notice from the Company pursuant to
Section 3(d)(viii)(G), such Electing Holder shall forthwith discontinue the
disposition of Registrable Securities pursuant to the Shelf Registration
Statement applicable to such Registrable Securities until such Electing Holder
shall have received copies of such amended or supplemented prospectus, and if so
directed by the Company, such Electing Holder shall deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies, of the
prospectus covering such Registrable Securities in such Electing Holder’s
possession at the time of receipt of such notice.

     

    
      
        
        

      

      
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    (f)    In
the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice and Questionnaire, the Company
may require such Electing Holder to furnish to the Company such additional
information regarding such Electing Holder and such Electing Holder’s intended
method of distribution of Registrable Securities as may be required in order to
comply with the Securities Act.  Each such Electing Holder agrees to
notify the Company as promptly as practicable of any inaccuracy or change in
information previously furnished by such Electing Holder to the Company or of
the occurrence of any event in either case as a result of which any prospectus
relating to such Shelf Registration contains or would contain an untrue
statement of a material fact regarding such Electing Holder or such Electing
Holder’s intended method of disposition of such Registrable Securities or omits
to state any material fact regarding such Electing Holder or such Electing
Holder’s intended method of disposition of such Registrable Securities required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, and promptly to furnish to the
Company any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to such Electing Holder or the disposition of such Registrable
Securities, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing.

     

    (g)   Until
the expiration of one year after the Closing Date, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule 144) to, resell
any of the Securities that have been reacquired by any of them except pursuant
to an effective registration statement, or a valid exemption from the
registration requirements, under the Securities Act.

     

    (h)   As
a condition to its participation in the Exchange Offer, each holder of
Registrable Securities shall furnish, upon the request of the Company, a written
representation to the Company (which may be contained in the letter of
transmittal or “agent’s message” transmitted via The Depository Trust Company’s
Automated Tender Offer Procedures, in either case contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an
“affiliate” of the Company, as defined in Rule 405 of the Securities Act,
or if it is such an “affiliate”, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable,
(B) it is not engaged in and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a distribution
of the Exchange Securities to be issued in the Exchange Offer, (C) it is
acquiring the Exchange Securities in its ordinary course of business,
(D) if it is a broker-dealer that holds Securities that were acquired for
its own account as a result of market-making activities or other trading
activities (other than Securities acquired directly from the Company or any of
its affiliates), it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the Exchange Securities
received by it in the Exchange Offer, (E) if it is a broker-dealer, that it
did not purchase the Securities to be exchanged in the Exchange Offer from the
Company or any of its affiliates, and (F) it is not acting on behalf of any
person who could not truthfully and completely make the representations
contained in the foregoing subclauses (A) through (E).

     

    
      
        
        

      

      
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    4.      Registration
Expenses.

     

    The
Company agrees to bear and to pay or cause to be paid promptly all expenses
incident to the Company’s performance of or compliance with this Agreement,
including (a) all Commission and any FINRA registration, filing and review
fees and expenses including reasonable fees and disbursements of a single
counsel for the Eligible Holders in connection with such registration, filing
and review, (b) all fees and expenses in connection with the qualification
of the Registrable Securities, the Securities and the Exchange Securities, as
applicable, for offering and sale under the State securities and blue sky laws
referred to in Section 3(d)(xii) and determination of their eligibility for
investment under the laws of such jurisdictions as the Electing Holders may
designate, including any reasonable fees and disbursements of one single counsel
for the Electing Holders in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities or Exchange Securities, as applicable, for
delivery and the expenses of printing or producing any selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities or Exchange Securities, as
applicable, to be disposed of (including certificates representing the
Securities or Exchange Securities, as applicable), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
or Exchange Securities, as applicable, and the preparation of documents referred
in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company’s officers and employees performing legal
or accounting duties), (g) reasonable fees, disbursements and expenses of
counsel and independent certified public accountants of the Company,
(h) reasonable fees, disbursements and expenses of one counsel for the
Electing Holders retained in connection with a Shelf Registration, as selected
by the Electing Holders of at least a majority in aggregate principal amount of
the Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (i) any fees charged by securities
rating services for rating the Registrable Securities, the Securities or the
Exchange Securities, as applicable, and (j) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the “Registration
Expenses”).  To the extent that any Registration Expenses are
incurred, assumed or paid by any holder of Registrable Securities, Securities or
Exchange Securities, as applicable, the Company shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request
therefor.  Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions, if any, and transfer
taxes, if any, attributable to the sale of such Registrable Securities,
Securities and
Exchange Securities, as applicable, and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to
above.

     

    5.      Representations and
Warranties.

     

    Each of
the Company and the Guarantors, jointly and severally, represents and warrants
to, and agrees with, each Purchaser and each of the holders from time to time of
Registrable Securities that:

     

    (a)    Each
registration statement covering Registrable Securities, Securities or Exchange
Securities, as applicable, and each prospectus (including any preliminary or
summary prospectus) contained therein or furnished pursuant to Section 3(c)
or Section 3(d) and any further amendments or supplements to any such
registration statement or prospectus, when it becomes effective or is filed with
the Commission, as the case may be, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than (A) from
(i) such time as a notice has been given to holders of Registrable
Securities pursuant to Section 3(c)(iii)(G) or Section 3(d)(viii)(G)
until (ii) such time as the Company furnishes an amended or supplemented
prospectus pursuant to Section 3(c)(iv) or Section 3(e) or
(B) during any applicable Suspension Period, each such registration
statement, and each prospectus (including any summary prospectus) contained
therein or furnished pursuant to Section 3(c) or Section 3(d), as then
amended or supplemented, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use
therein.

     

    
      
        
        

      

      
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    (b)   Any
documents incorporated by reference in any prospectus referred to in
Section 5(a), when they become or became effective or are or were filed
with the Commission, as the case may be, will conform or conformed in all
material respects to the requirements of the Securities Act or the Exchange Act,
as applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by a holder of Registrable Securities
expressly for use therein.

     

    (c)    The
compliance by the Company with all of the provisions of this Agreement and the
consummation of the transactions herein contemplated will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject, except for any such breach, default, violation or event
that would not, individually or in the aggregate, have a Material Adverse
Effect, (ii) result in any violation of the provisions of the certificate
of incorporation, as amended, or the by-laws or other governing documents, as
applicable, of the Company or the Guarantors or
(iii)  result in any violation of any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries or any of their respective properties
except for any such breach or violation that would not, individually or in the
aggregate, result in a material Adverse Effect; and no consent, approval,
authorization, order, registration or qualification of or with any such court or
governmental agency or body is required for the consummation by the Company and
the Guarantors of the transactions contemplated by this Agreement, except
(x) the registration under the Securities Act of the Registrable
Securities, the Securities and the Exchange Securities, as applicable, and
qualification of the Indenture under the Trust Indenture Act, (y) such
consents, approvals, authorizations, registrations or qualifications as may be
required under state securities or blue sky laws in connection with the offering
and distribution of the Registrable Securities, the Securities and the Exchange
Securities, as applicable, and (z) such consents, approvals, authorizations,
registrations or qualifications that have been obtained and are in full force
and effect as of the date hereof.

     

    (d)    This
Agreement has been duly authorized, executed and delivered by the Company and by
the Guarantors.

     

    
      
        
        

      

      
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    6.      Indemnification and
Contribution.

     

    (a)    Indemnification by the Company and
the Guarantors.  The Company and the Guarantors, jointly and
severally, will indemnify and hold harmless each of the holders of Registrable
Securities included in an Exchange Offer Registration Statement and each of the
Electing Holders as holders of Registrable Securities included in a Shelf
Registration Statement against any losses, claims, damages or liabilities, joint
or several, to which such holder or such Electing Holder may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Offer Registration Statement or any Shelf Registration Statement, as
the case may be, under which such Registrable Securities, Securities or Exchange
Securities were registered under the Securities Act, or any preliminary, final
or summary prospectus (including, without limitation, any “issuer free writing
prospectus” as defined in Rule 433) contained therein or furnished by the
Company to any such holder or any such Electing Holder, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
such holder and each such Electing Holder for any and all legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided, however, that
neither the Company nor the Guarantors shall be liable to any such
person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
or preliminary, final or summary prospectus (including, without limitation, any
“issuer free writing prospectus” as defined in Rule 433), or amendment or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by such person expressly for use therein.

     

    (b)    Indemnification by the Electing
Holders.  The Company may require, as a condition to including
any Registrable Securities in any Shelf Registration Statement filed pursuant to
Section 2(b), that the Company shall have received an undertaking reasonably
satisfactory to it from each Electing Holder of Registrable Securities included
in such Shelf Registration Statement, severally and not jointly, to
(i) indemnify and hold harmless the Company, the Guarantors and all other
Electing Holders of Registrable Securities included in such Shelf Registration
Statement, against any losses, claims, damages or liabilities to which the
Company, the Guarantors or such other Electing Holders may become subject, under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, or any preliminary, final or summary prospectus
(including, without limitation, any “issuer free writing prospectus” as defined
in Rule 433) contained therein or furnished by the Company to any Electing
Holder, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Electing Holder expressly for use therein, and (ii) reimburse the Company
and the Guarantors for any legal or other expenses reasonably incurred by the
Company and the Guarantors in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that no
such Electing Holder shall be required to undertake liability to any person
under this Section 6(b) for any amounts in excess of the dollar amount of
the proceeds to be received by such Electing Holder from the sale of such
Electing Holder’s Registrable Securities pursuant to such
registration.

     

    (c)    Notices of Claims,
Etc.  Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in
writing of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or Section 6(b).  In case any
such action shall be brought against any indemnified party and it shall notify
an indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or on behalf of any
indemnified party.

     

    
      
        
        

      

      
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    (d)    Contribution.  If
for any reason the indemnification provisions contemplated by Section 6(a)
or Section 6(b) are unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The parties hereto
agree that it would not be just and equitable if contributions pursuant to this
Section 6(d) were determined by pro rata allocation (even if the holders
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d).  The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, or liabilities (or
actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of this Section 6(d), no
Electing Holder shall be required to contribute any amount in excess of the
amount by which the dollar amount of the proceeds received by such holder from
the sale of any Registrable Securities (before deducting any
fees, discounts and commissions applicable thereto) exceeds the amount of any
damages which such holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The holders’ obligations in this Section 6(d)
to contribute shall be several in proportion to the principal amount of
Registrable Securities registered by them and not joint.

     

    (e)    The
obligations of the Company and the Guarantors under this Section 6 shall be
in addition to any liability which the Company or the Guarantors may otherwise
have and shall extend, upon the same terms and conditions, to each officer,
director and partner of each holder, each Electing Holder, and each person, if
any, who controls any of the foregoing within the meaning of the Securities Act;
and the obligations of the holders and the Electing Holders contemplated by this
Section 6 shall be in addition to any liability which the respective holder
or Electing Holder may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company or the Guarantors
(including any person who, with his consent, is named in any registration
statement as about to become a director of the Company or the Guarantors) and to
each person, if any, who controls the Company within the meaning of the
Securities Act, as well as to each officer and director of the other holders and
to each person, if any, who controls such other holders within the meaning of
the Securities Act.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    7.     Underwritten
Offerings.

     

    Each
holder of Registrable Securities hereby agrees with the Company and each other
such holder that no holder of Registrable Securities may participate in any
underwritten offering hereunder unless (a) the Company gives its prior
written consent to such underwritten offering, (b) the managing underwriter
or underwriters thereof shall be designated by Electing Holders holding at least
a majority in aggregate principal amount of the Registrable Securities to be
included in such offering, provided that such designated managing underwriter or
underwriters is or are reasonably acceptable to the Company, (c) each
holder of Registrable Securities participating in such underwritten offering
agrees to sell such holder’s Registrable Securities on the basis provided in any
underwriting arrangements approved by the persons entitled selecting the
managing underwriter or underwriters hereunder and (d) each holder of
Registrable Securities participating in such underwritten offering completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

     

    8.     Rule 144.

     

    (a)    Facilitation of Sales Pursuant to
Rule 144. The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Sections 13
and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of
Rule 144), and shall make available to any holder of Registrable Securities
in connection with any sale thereof and any prospective purchaser of Registrable
Securities from such holder, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Registrable Securities
pursuant to Rule 144A under the Securities Act.

     

    (b)    Availability of Rule 144 Not Excuse
for Obligations under Section 2.  The fact that holders of
Registrable Securities may become eligible to sell such Registrable Securities
pursuant to Rule 144 shall not (1) cause such Securities to cease to be
Registrable Securities or (2) excuse the Company’s and the Guarantors’
obligations set forth in Section 2 of this Agreement, including without
limitation the obligations in respect of an Exchange Offer, Shelf Registration
and Special Interest.

     

    9.     Miscellaneous.

     

    (a)    No Inconsistent Agreements.
The Company represents, warrants, covenants and agrees that it has not
granted, and shall not grant, registration rights with respect to Registrable
Securities, Exchange Securities or Securities, as applicable, or any other
securities which would be inconsistent with the terms contained in this
Agreement.

     

    (b)    Specific
Performance.  The parties hereto acknowledge that there would
be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Company under this
Agreement in accordance with the terms and conditions of this Agreement, in any
court of the United States or any State thereof having
jurisdiction.  Time shall be of the essence in this
Agreement.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (c)    Notices. All notices,
requests, claims, demands, waivers and other communications hereunder shall be
in writing and shall be deemed to have been duly given when delivered by hand,
if delivered personally, by facsimile or by courier, or three days after being
deposited in the mail (registered or certified mail, postage prepaid, return
receipt requested) as follows: If to the Company, to it at 1510 Cotner Avenue, Los
Angeles, California 90025, and if to a holder, to the address of such holder set
forth in the security register or other records of the Company, or to such other
address as the Company or any such holder may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

     

    (d)    Parties in
Interest.  All the terms and provisions of this Agreement shall
be binding upon, shall inure to the benefit of and shall be enforceable by the
parties hereto, the holders from time to time of the Registrable Securities and
the respective successors and assigns of the foregoing.  In the event
that any transferee of any holder of Registrable Securities shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all purposes
and such Registrable Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Agreement.  If the Company shall so request, any such
successor, assign or transferee shall agree in writing to acquire and hold the
Registrable Securities subject to all of the applicable terms
hereof.

     

    (e)    Survival.  The
respective indemnities, agreements, representations, warranties and each other
provision set forth in this Agreement or made pursuant hereto shall remain in
full force and effect regardless of any investigation (or statement as to the
results thereof) made by or on behalf of any holder of Registrable Securities,
any director, officer or partner of such holder, or any controlling person of
any of the foregoing, and shall survive delivery of and payment for the
Registrable Securities pursuant to the Purchase Agreement, the transfer and
registration of Registrable Securities by such holder and the consummation of an
Exchange Offer.

     

    (f)     Governing
Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.

     

    (g)    Headings.  The
descriptive headings of the several Sections and paragraphs of this Agreement
are inserted for convenience only, do not constitute a part of this Agreement
and shall not affect in any way the meaning or interpretation of this
Agreement.

     

    (h)    Entire Agreement;
Amendments.  This Agreement and the other writings referred to
herein (including the Indenture and the form of Securities) or delivered
pursuant hereto which form a part hereof contain the entire understanding of the
parties with respect to its subject matter.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to its
subject matter.  This Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a written instrument
duly executed by the Company and the holders of at least a majority in aggregate
principal amount of the Registrable Securities at the time
outstanding.  Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 9(h), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.

     

    (i)     Counterparts.  This
Agreement may be executed by the parties in counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    (j)    
Severability.  If
any provision of this Agreement, or the application thereof in any circumstance,
is held to be invalid, illegal or unenforceable in any respect for any reason,
the validity, legality and enforceability of such provision in every other
respect and of the remaining provisions contained in this Agreement shall not be
affected or impaired thereby.

     

    
      [Signature Pages
Follow]

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    If the
foregoing is in accordance with your understanding, please sign and return to us
six counterparts hereof, and upon the acceptance hereof by you, on behalf of
each of the Purchasers, this letter and such acceptance hereof shall constitute
a binding agreement between each of the Purchasers, the Guarantors and the
Company.  It is understood that your acceptance of this letter on
behalf of each of the Purchasers is pursuant to the authority set forth in a
form of Agreement among Purchasers, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	 
      	
                                                                                      Very
      truly yours,

                                                                                    
	 
      	 
      	 
      
	 
      	
                                                                                      RADNET
      MANAGEMENT, INC.

                                                                                    
	 
      	 
      	 
      
	 
      	
                                                                                      By:

                                                                                    	/s/
      Howard G. Berger, M.D.
	 	 	
                                                                                      Name:
      Howard G. Berger, M.D.

                                                                                      
                                                                                        Title:  
      President

                                                                                      

                                                                                    
	 
      	 
      	 
      
	 
      	
                                                                                      PARENT

                                                                                    
	 
      	 
      	 
      
	 
      	
                                                                                      RADNET,
      INC.

                                                                                    
	 
      	 
      	 
      
	 
      	
                                                                                      By:

                                                                                    	/s/
      Howard G. Berger, M.D.
	 
      	 
      	
                                                                                      Name:
      Howard G. Berger, M.D.

                                                                                    
	 
      	 
      	
                                                                                      Title:
      President and Chief Executive Officer

                                                                                    
	 
      	 
      	 
      
	 
      	
                                                                                      RADNET
      MANAGED IMAGING SERVICES, INC.

                                                                                    
	 
      	 
      	 
      
	 
      	
                                                                                      By:

                                                                                    	
                                                                                      /s/
      Howard G. Berger, M.D.

                                                                                    
	 
      	 
      	
                                                                                      Name:
      Howard G. Berger, M.D.

                                                                                    
	 
      	 
      	
                                                                                      Title:
      President, Chief Financial Officer

                                                                                      and
      Secretary

                                                                                    
	 
      	 
      	 
      
	 
      	
                                                                                      RADNET
      MANAGEMENT I, INC.

                                                                                    
	 
      	 
      	 
      
	 
      	
                                                                                      By:

                                                                                    	
                                                                                      /s/
      Howard G. Berger, M.D.

                                                                                    
	 
      	 
      	
                                                                                      Name:
      Howard G. Berger, M.D.

                                                                                    
	 
      	 
      	
                                                                                      Title:
      President and Chief Financial

                                                                                      Officer

                                                                                    


                                                                            

                                                                             

                                                                            Signature Page to Registration Rights
Agreement

                                                                            
                                                                              
                                                                                
                                                                                

                                                                              

                                                                              
                                                                                
                                                                                

                                                                                
                                                                                  

                                                                                

                                                                              

                                                                              
                                                                                
                                                                                

                                                                              

                                                                            

                                                                             

                                                                            
                                                                              
                                                                                	 
      	
                                                                                        RADNET
      MANAGEMENT II, INC.

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        By:

                                                                                      	
                                                                                        /s/
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Name:
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Title:
      President and Chief Financial

                                                                                        Officer

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        RADNET
      SUB, INC.

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        By:

                                                                                      	
                                                                                        /s/
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Name:
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Title:
      President and Chief Financial

                                                                                        Officer

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        FRI
      II, INC.

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        By:

                                                                                      	
                                                                                        /s/
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Name:
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Title:
      President and Chief Financial

                                                                                        Officer

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        FRI,
      INC.

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        By:

                                                                                      	
                                                                                        /s/
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Name:
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Title:
      President and Chief Financial

                                                                                        Officer

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        PACIFIC
      IMAGING PARTNERS, INC.

                                                                                      
	 
      	 
      	  
      
	 
      	
                                                                                        By:

                                                                                      	
                                                                                        /s/
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Name:
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Title:
      President and Chief Financial

                                                                                        Officer

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        ROLLING
      OAKS IMAGING CORPORATION

                                                                                      
	 
      	 
      	 
      
	 
      	
                                                                                        By:

                                                                                      	
                                                                                        /s/
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Name:
      Howard G. Berger, M.D.

                                                                                      
	 
      	 
      	
                                                                                        Title:
      President and Chief Financial

                                                                                        Officer

                                                                                      
	 
      	 
      	 
      


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Signature Page to Registration Rights
Agreement

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                ROLLING
      OAKS RADIOLOGY, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              
	 
      	 
      	 
      
	 
      	
                SOCAL
      MR SITE MANAGEMENT, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              
	 
      	 
      	 
      
	 
      	
                VALLEY
      IMAGING PARTNERS, INC.

              
	 	 	 
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              
	 
      	 
      	 
      
	 
      	
                ADVANCED
      IMAGING PARTNERS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              
	 
      	 
      	 
      
	 
      	
                COMMUNITY
      IMAGING PARTNERS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              
	 
      	 
      	 
      
	 
      	
                DELAWARE
      IMAGING PARTNERS, INC.

              
	 	 	 
      
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              


      

    

     

    
      Signature Page to Registration Rights
Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 
      	
                  DIAGNOSTIC
      IMAGING SERVICES, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Name:
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Title:
      Vice President and Chief Financial

                  Officer

                
	 
      	 
      	 
      
	 
      	
                  IDE
      IMAGING PARTNERS, INC.

                
	 
      	 
      	  
      
	 
      	
                  By:

                	
                  /s/
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Name:
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Title:
      President and Chief Financial

                  Officer

                
	 
      	 
      	 
      
	 
      	
                  MID
      ROCKLAND IMAGING PARTNERS, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Name:
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Title:
      President and Chief Financial

                  Officer

                
	 
      	 
      	 
      
	 
      	
                  RADIOLOGIX,
      INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Name:
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Title:
      President and Chief Financial

                  Officer

                
	 
      	 
      	 
      
	 
      	
                  RADIOLOGY
      AND NUCLEAR MEDICINE

                  IMAGING
      PARTNERS, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Name:
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Title:
      President and Chief Financial

                  Officer

                
	 
      	 
      	 
      
	 
      	
                  TREASURE
      COAST IMAGING PARTNERS, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Name:
      Howard G. Berger, M.D.

                
	 
      	 
      	
                  Title:
      President and Chief Financial

                  Officer

                


        

      

    

     

    
      Signature Page to Registration Rights
Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                QUESTAR
      IMAGING, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              
	 
      	 
      	 
      
	 
      	
                QUESTAR
      LOS ALAMITOS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              
	 
      	 
      	 
      
	 
      	
                QUESTAR
      VICTORVILLE, INC.

              
	 
      	 
      	  
      
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              
	 
      	 
      	 
      
	 
      	
                NEW
      JERSEY IMAGING PARTNERS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Name:
      Howard G. Berger, M.D.

              
	 
      	 
      	
                Title:
      President and Chief Financial

                Officer

              


      

    

     

    
      Signature Page to Registration Rights
Agreement

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Accepted
as of the date hereof:

    


    DEUTSCHE
BANK SECURITIES INC.


     

    
      
        
          	
                  By:

                	/s/
      Nikko Hayes
	 
      	
                  Name:
      Nikko Hayes

                  Title:
      Managing Director

                


        

      

    

     

    
      
        
          	
                  By:

                	/s/
      Ryan Morris
	 
      	
                  Name:
      Ryan Morris

                  Title:
      Director

                


        

      

    

    


    BARCLAYS
CAPITAL INC.


     

    
      
        
          
            
              	
                      By:

                    	/s/
      John Skrobe
	 
      	
                      Name:
      John Skrobe

                      Title:
      Managing Director

                    
	 	 
	 	
                      On
      behalf of each of the
Purchasers

                    


            

          

        

      

    

     

     

    
      Signature Page to Registration Rights
Agreement

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

     

    Radnet
Management, Inc.

     

    INSTRUCTION TO DTC
PARTICIPANTS

     

    (Date
of Mailing)

     

    URGENT
- IMMEDIATE ATTENTION REQUESTED

     

    DEADLINE
FOR RESPONSE:  [DATE] *

     

    The
Depository Trust Company (“DTC”) has identified you as
a DTC Participant through which beneficial interests in the Radnet Management,
Inc. (the “Company”) 10
3⁄8% Senior Notes due 2018 (the “Securities”) are
held.

     

    The
Company is in the process of registering the Securities under the Securities Act
of 1933 for resale by the beneficial owners thereof.  In order to have
their Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

     

    It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire
by [Deadline For
Response].  Please forward a copy of the enclosed documents to
each beneficial owner that holds interests in the Securities through
you.  If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact Radnet Management, Inc.,
1510 Cotner Avenue, Los Angeles, California 90025, (310) 478-7808.

     

    
      


    
      
        *Not less
than 28 calendar days from date of mailing.

      

    


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    Radnet
Management, Inc.

     

    Notice of
Registration Statement

    and

    Selling Securityholder
Questionnaire

     

    (Date)


     

    Reference
is hereby made to the Registration Rights Agreement (the “Registration Rights
Agreement”) between Radnet Management, Inc. (the “Company”) and the Purchasers
named therein.  Pursuant to the Registration Rights Agreement, the
Company has filed or will file with the United States Securities and Exchange
Commission (the “Commission”) a registration
statement on Form [__] (the “Shelf Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s 10 3⁄8% Senior Notes due 2018 (the “Securities”).  A
copy of the Registration Rights Agreement has been filed as an exhibit to the
Shelf Registration Statement and can be obtained from the Commission’s website
at www.sec.gov.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

     

    Each
beneficial owner of Registrable Securities (as defined below) is entitled to
have the Registrable Securities beneficially owned by it included in the Shelf
Registration Statement.  In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”)
must be completed, executed and delivered to the Company’s counsel at the
address set forth herein for receipt ON OR BEFORE [Deadline for
Response].  Beneficial owners of Registrable Securities who do
not properly complete, execute and return this Notice and Questionnaire by such
date (i) will not be named as selling securityholders in the Shelf
Registration Statement and (ii) may not use the Prospectus forming a part
thereof for resales of Registrable Securities.

     

    Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and related Prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Shelf Registration Statement
and related Prospectus.

     

    The term
“Registrable
Securities” is defined in the Registration Rights
Agreement.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    ELECTION


     

    The
undersigned holder (the “Selling Securityholder”) of
Registrable Securities hereby elects to include in the Shelf Registration
Statement the Registrable Securities beneficially owned by it and listed below
in Item (3).  The undersigned, by signing and returning this
Notice and Questionnaire, agrees to be bound with respect to such Registrable
Securities by the terms and conditions of this Notice and Questionnaire and the
Registration Rights Agreement, including, without limitation, Section 6 of
the Registration Rights Agreement, as if the undersigned Selling Securityholder
were an original party thereto.

     

    Pursuant
to the Registration Rights Agreement, the undersigned has agreed to indemnify
and hold harmless the Company, its officers who sign any Shelf Registration
Statement, and each person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the
Exchange Act of 1934, as amended (the “Exchange Act”), against
certain losses arising out of an untrue statement, or the alleged untrue
statement, of a material fact in the Shelf Registration Statement or the related
prospectus or the omission, or alleged omission, to state a material fact
required to be stated in such Shelf Registration Statement or the related
prospectus, but only to the extent such untrue statement or omission, or alleged
untrue statement or omission, was made in reliance on and in conformity with the
information provided in this Notice and Questionnaire.

     

    Upon any
sale of Registrable Securities pursuant to the Shelf Registration Statement, the
Selling Securityholder will be required to deliver to the Company and Trustee
the Notice of Transfer set forth in Appendix A to the Prospectus and as
Exhibit B to the Registration Rights Agreement.

     

    The
Selling Securityholder hereby provides the following information to the Company
and represents and warrants that such information is accurate and
complete:


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    
 

    QUESTIONNAIRE

     

    
      	
              (1)

            	
              (a)

            	
              Full
      legal name of Selling
Securityholder:

            


    

    
      
        	
                  
      

              	 


      

       

    

    
      	
               
      

            	
              (b)

            	
              Full
      legal name of registered Holder (if not the same as in (a) above) of
      Registrable Securities listed in Item (3)
below:

            


    

    
      
        	
                  
      

              	   
      


      

    

     

    
      	
               
      

            	
              (c)

            	
              Full
      legal name of DTC Participant (if applicable and if not the same as (b)
      above) through which Registrable Securities listed in Item (3) below are
      held:

            


    

    
      
        	
                  
      

              	
                  
      

              


      

    

    


    
      	
              (2)

            	
              Address
      for notices to Selling
Securityholder:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                              Telephone:

                            	 
      	 
      	 
      
	 
      	
                              Fax:

                            	 
      	 
      	 
      
	 
      	
                              Contact
      Person:

                            	 
      	 
      	 
      
	  
      	
                              E-mail
      for Contact Person:

                            	
                               
      

                            	  
      	  
      


                    

                  

                

              

            

          

        

      

    

    


    
      	
              (3)

            	
              Beneficial
      Ownership of Securities:

            


    

     

    
      	
               
      

            	
              Except
      as set forth below in this Item (3), the undersigned does not
      beneficially own any Securities.

            


    

     

    
      
        
          	 	
                  (a)

                	
                  Principal
      amount of Registrable Securities beneficially owned:
      _____________________________

                


        

      

    

    
      
        
          	
                   

                	
                  CUSIP
      No(s). of such Registrable Securities:
      _______________________________________________________

                


        

      

    

     

    
      
        	 	
                (b)

              	
                Principal
      amount of Securities other than Registrable Securities beneficially owned:
      ___________________________________________________________________________________________

              


      

    

    
      
        
          
            	
                     

                  	
                    CUSIP
      No(s). of such other Securities:
      ___________________________________________________________

                  


          

        

      

    

     

    
      
        
          	 	
                  (c)

                	
                  Principal
      amount of Registrable Securities that the undersigned wishes to be
      included in the Shelf Registration Statement: 
      _________________________________________________________________________________

                


        

      

    

    
      
        
          
            	
                  	
                     

                  	
                    CUSIP
      No(s). of such Registrable Securities to be included in the Shelf
      Registration Statement:
      __________________________________________________________________

                  


          

        

      

    

    


    
      	
              (4)

            	
              Beneficial
      Ownership of Other Securities of the
Company:

            


    

    
      
        	 	 
	
                 
      

              	
                Except
      as set forth below in this Item (4), the undersigned Selling
      Securityholder is not the beneficial or registered owner of any other
      securities of the Company, other than the Securities listed above in
      Item (3).

              


      

    

    
      
        	 	 
	
                 
      

              	
                State
      any exceptions here:

              


      

    

    
      
        	
                  
      

              	  
    


      

    

    
      
        	
                  
      

              	  
    


      

    

    
      
        	
                  
      

              	  
    


      

    

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    


    
      	
              (5)

            	
              Individuals
      who exercise dispositive powers with respect to the
      Securities:

            


    

     

    
      	
               
      

            	
              If the Selling Securityholder
      is not an entity that is required to file reports with the Commission
      pursuant to Section 13 or 15(d) of the Exchange Act (a
      “Reporting Company”), then the Selling
      Securityholder must disclose the name of the natural person(s) who
      exercise sole or shared dispositive powers with respect to the
      Securities.  Selling Securityholders should disclose the
      beneficial holders, not nominee holders or other such others of
      record.  In addition, the Commission has provided guidance that
      Rule 13d-3 of the Securities Exchange Act of 1934 should be used by
      analogy when determining the person or persons sharing voting and/or
      dispositive powers with respect to the
  Securities.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Is
      the holder a Reporting Company?

            


    

     

    
      
        Yes        
_________                       No        
_________

      

    

    


    
      	
               
      

            	
              If
      “No”, please answer Item (5)(b).

            


    

     

    
      	
            	
              (b)

            	
              List
      below the individual or individuals who exercise dispositive powers with
      respect to the Securities:

            


    

    
      
        	
                  
      

              	 
  


      

    

    
      
        	
                  
      

              	 
  


      

    

    
      
        	
                  
      

              	 
  


      

    

     

    
      	
               
      

            	
              Please
      note that the names of the persons listed in (b) above will be included in
      the Shelf Registration Statement and related
  Prospectus.

            


    

     

    
      	
              (6)

            	
              Relationships
      with the Company:

            


    

     

    
      	
               
      

            	
              Except
      as set forth below, neither the Selling Securityholder nor any of its
      affiliates, officers, directors or principal equity holders (5% or more)
      has held any position or office or has had any other material relationship
      with the Company (or its predecessors or affiliates) during the past three
      years.

            


    

     

    
      	
               
      

            	
              State
      any exceptions here:

            


    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

     

    
      	
              (7)

            	
              Plan
      of Distribution:

            


    

     

    
      	
               
      

            	
              Except
      as set forth below, the undersigned Selling Securityholder intends to
      distribute the Registrable Securities listed above in Item (3) only as
      follows (if at all):  Such Registrable Securities may be sold
      from time to time directly by the undersigned Selling
      Securityholder.  Such Registrable Securities may be sold in one
      or more transactions at fixed prices, at prevailing market prices at the
      time of sale, at varying prices determined at the time of sale, or at
      negotiated prices.  Such sales may be effected in transactions
      (which may involve crosses or block transactions) (i) on any national
      securities exchange or quotation service on which the Registered
      Securities may be listed or quoted at the time of sale, (ii) in the
      over-the-counter market, (iii) in transactions otherwise than on such
      exchanges or services or in the over-the-counter market, or (iv) through
      the writing of options.  In connection with sales of the
      Registrable Securities or otherwise, the Selling Securityholder may enter
      into hedging transactions with broker-dealers, which may in turn engage in
      short sales of the Registrable Securities in the course of hedging the
      positions they assume.  The Selling Securityholder may also sell
      Registrable Securities short and deliver Registrable Securities to close
      out such short positions, or loan or pledge Registrable Securities to
      broker-dealers that in turn may sell such
  securities.

            


    

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              State
      any exceptions here:

            


    

    
      
        	
                  
      

              	 
  


      

    

    
      
        	
                  
      

              	 
  


      

    

    
      
        	
                  
      

              	 
  


      

    

     

    Note:  In
no event may such method(s) of distribution take the form of an underwritten
offering of Registrable Securities without the prior written agreement of the
Company.

    


    
      	
              (8)

            	
              Broker-Dealers:

            


    

     

    
      	
               
      

            	
              The
      Commission requires that all Selling Securityholders that are registered
      broker-dealers or affiliates of registered broker-dealers be so identified
      in the Shelf Registration Statement.  In addition, the
      Commission requires that all Selling Securityholders that are registered
      broker-dealers be named as underwriters in the Shelf Registration
      Statement and related Prospectus, even if they did not receive the
      Registrable Securities as compensation for underwriting
      activities.

            


    

     

    
      	
               
      

            	
              (a)

            	
              State
      whether the undersigned Selling Securityholder is a registered
      broker-dealer:

            


    

     

    Yes        
_________                       No        
_________

     

    
      	
               
      

            	
              (b)

            	
              If
      the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii)
      below if applicable.  Your
      answers to (i) and (ii) below, and (iii) below if applicable, will be
      included in the Shelf Registration Statement and related
      Prospectus.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Were
      the Securities acquired as compensation for underwriting
      activities?

            


    

     

    Yes        
_________                       No        
_________

     

    
      	
               
      

            	
              If
      you answered “Yes”, please provide a brief description of the
      transaction(s) in which the Securities were acquired as
      compensation:

            


    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

     

    
      	
               
      

            	
              (ii)

            	
              Were
      the Securities acquired for investment
purposes?

            


    

     

    
      Yes         _________                       No        
_________

    

     

    
      	
               
      

            	
              (iii)

            	
              If
      you answered “No” to both (i) and (ii), please explain the Selling
      Securityholder’s reason for acquiring the
  Securities:

            


    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

    


    
      	
               
      

            	
              (c)

            	
              State
      whether the undersigned Selling Securityholder is an affiliate of a
      registered broker-dealer and, if so, list the name(s) of the broker-dealer
      affiliate(s):

            


    

     

    
      Yes         _________                       No        
_________

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

    

     

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

     

    
      	
               
      

            	
              (d)

            	
              If
      you answered “Yes” to question (c)
above:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Did
      the undersigned Selling Securityholder purchase Registrable Securities in
      the ordinary course of business?

            


    

     

    
      Yes        
_________                       No        
_________

       

    

    
      	
               
      

            	
              If
      the answer is “No” to question (d)(i), provide a brief explanation of the
      circumstances in which the Selling Securityholder acquired the Registrable
      Securities:

            


    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

     

    
      	
               
      

            	
              (ii)

            	
              At
      the time of the purchase of the Registrable Securities, did the
      undersigned Selling Securityholder have any agreements, understandings or
      arrangements, directly or indirectly, with any person to dispose of or
      distribute the Registrable
Securities?

            


    

     

    
      Yes        
_________                       No        
_________

    

     

    
      	
               
      

            	
              If
      the answer is “Yes” to question (d)(ii), provide a brief explanation of
      such agreements, understandings or
arrangements:

            


    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

     

    If
the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be
named as an underwriter in the Shelf Registration Statement and the related
Prospectus.

     

    
      	
              (9)

            	
              Hedging
      and short sales:

            


    

     

    
      	
               
      

            	
              (a)

            	
              State
      whether the undersigned Selling Securityholder has or will enter into
      “hedging transactions” with respect to the Registrable
      Securities:

            


    

     

    
      Yes         _________                       No        
_________

    

     

    
      	
               
      

            	
              If
      “Yes”, provide below a complete description of the hedging transactions
      into which the undersigned Selling Securityholder has entered or will
      enter and the purpose of such hedging transactions, including the extent
      to which such hedging transactions remain in
  place:

            


    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

    
      
        	
                 
      

              	 
  


      

    

     

    
      	
               
      

            	
              (b)

            	
              Set
      forth below is Interpretation A.65 of the Commission’s July 1997 Manual of
      Publicly Available Interpretations regarding short
  selling:

            


    

     

    
      	
               
      

            	
              “An
      issuer filed a Form S-3 registration statement for a secondary offering of
      common stock which is not yet effective.  One of the selling
      shareholders wanted to do a short sale of common stock “against the box”
      and cover the short sale with registered shares after the effective
      date.  The issuer was advised that the short sale could not be
      made before the registration statement becomes effective, because the
      shares underlying the short sale are deemed to be sold at the time such
      sale is made.  There would, therefore, be a violation of
      Section 5 if the shares were effectively sold prior to the effective
      date.”

            


    

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    By
returning this Notice and Questionnaire, the undersigned Selling Securityholder
will be deemed to be aware of the foregoing interpretation.

     

    *           *           *           *           *


     

    By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of the
Exchange Act, particularly Regulation M (or any successor rule or
regulation).

     

    The
Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless the Company and
certain other persons as set forth in the Registration Rights
Agreement.

     

    In the
event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.

     

    By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (9) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related
Prospectus.

     

    In
accordance with the Selling Securityholder’s obligation under Section 3(d)
of the Registration Rights Agreement to provide such information as may be
required by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in effect
and to provide such additional information that the Company may reasonably
request regarding such Selling Securityholder and the intended method of
distribution of Registrable Securities in order to comply with the Securities
Act.  Except as otherwise provided in the Registration Rights
Agreement, all notices hereunder and pursuant to the Registration Rights
Agreement shall be made in writing, by hand-delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows:

     

    (i) To the Company:

     

    Radnet
Management, Inc.

    1510
Cotner Avenue

    Los
Angeles, California 90025

    Facsimile
No.: (310) 445-2980

    Attention:
Jeffrey Linden, Esq.

    (ii) With a copy to:

     

    Sheppard,
Mullin, Richter & Hampton LLP

    1901
Avenue of the Stars

    Los
Angeles, California 90067-6017

    Facsimile
No.: (310) 228-3701

    Attention:
Linda Michaelson and Louis Lehot

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    Once this
Notice and Questionnaire is executed by the Selling Securityholder and received
by the Company’s counsel, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned by
such Selling Securityholder and listed in Item (3) above).  This
Notice and Questionnaire shall be governed in all respects by the laws of the
State of New York.


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

     

    Dated:                                           

     

    
      
        
          
            
              
                
                  	 
      	 
      
	 
      	
                          Selling
      Securityholder

                        
	 
      	
                          (Print/type
      full legal name of beneficial owner of Registrable
    Securities)

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	
                          Name:

                        
	 
      	
                          Title:

                        


                

              

            

          

        

      

    

     

    PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
BEFORE [DEADLINE FOR
RESPONSE] TO THE COMPANY’S COUNSEL AT:

     

    Sheppard,
Mullin, Richter & Hampton LLP

    1901
Avenue of the Stars

    Los
Angeles, California 90067-6017

    Facsimile
No.: (310) 228-3701

    Attention:
Linda Michaelson and Louis Lehot


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    


    Exhibit
B

     

    NOTICE OF
TRANSFER PURSUANT TO REGISTRATION STATEMENT

     

    U.S. Bank
National Association

    Radnet
Management, Inc.

    c/o U.S.
Bank National Association

    633 West
5th Street, 24th Floor

    Los
Angeles, CA 90071

     

    Attention:  Trust
Officer

     

    Re:         Radnet
Management, Inc. (the “Company”)

    10 3⁄8% Senior Notes due
2018

     

    Dear
Sirs:

     

    Please be
advised that _____________________________ has transferred $
_____________________________ aggregate principal amount of the
above-referenced Notes pursuant to an effective Registration Statement on Form
[__] (File No. 333-______) filed
by the Company.

     

    We hereby
certify that the prospectus delivery requirements, if any, of the Securities Act
of 1933, as amended, have been satisfied and that the above-named beneficial
owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements
thereto, and that the aggregate principal amount of the Notes transferred are
the Notes listed in such Prospectus opposite such owner’s name.

     

    Dated:

     

    
      
        
          
            
              
                
                  	 
      	
                          Very
      truly yours,

                        
	 	 
	 
      	 
      	 
      
	 
      	 
      	
                          (Name)

                        
	 
      	 
      	 
      
	 
      	
                          By:

                        	 
      
	 
      	 
      	
                          (Authorized
      Signature)

                        


                

              

            

          

        

      

    


    
      
         


      

      
        B-1