25 unchanged sentences
and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated March 16, 2021 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated March 1, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
18 unchanged sentences
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Directors, Executive Officers and Corporate Governance
20 unchanged sentences
The following financial statements are included in this report
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Consolidated Balance Sheets
10 unchanged sentences
3.2 Certificate of Amendment to Certificate of Incorporation of RadNet, Inc., a Delaware corporation, dated September 2, 2008 (incorporated by reference to exhibit filed with Form 8-K on September 4, 2008).
−Removed: 3.3 Bylaws of RadNet, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 of the Form 8-K filed on February 5, 2020).
+Added: 3.3 Amended and Restated Bylaws of RadNet, Inc., a Del a ware corporation (incorporated by r e ference to Exhibit 3.1 of the Form 8-K filed on February 6, 2020 )
4.1 Description of Securities (incorporated by reference the Description of Common Stock contained in the registration statement on Form S-3ASR filed on December 26, 2019 )
−Removed: 10.1 Pledge and Security Agreement, dated October 10, 2012, by and among Radnet Management, Inc., RadNet, Inc., the guarantors thereunder, and Barclays Bank PLC (incorporated by reference to exhibit filed with Form 8-K on October 12, 2012).
−Removed: 10.2 Form of Trademark Security Agreement by and among the guarantors thereunder and Barclays Bank PLC (filed as an exhibit E to the Pledge and Security Agreement, dated October 10, 2012, by among the guarantors thereunder and Barclays Bank PLC, included as Exhibit 10.2).
−Removed: 10.3 Joinder Agreement, dated as of April 30, 2015, among Barclays Bank Plc, Radnet Management, Inc., a California corporation, Radnet Inc., a Delaware corporation, and certain affiliates and subsidiaries of Radnet Management Inc.
−Removed: (incorporated by reference to exhibit filed with Form 8-K on May 1, 2015).
−Removed: 10.4 Amendment No.
−Removed: 3 to Credit and Guaranty Agreement, dated as of July 1, 2016 by and among Radnet Management, Inc., Radnet, Inc.
−Removed: certain subsidiaries and affiliates of Radnet Management, Inc., the lenders party thereto from time to time, certain other financial institutions and Barclays Bank PLC, as administrative agent and collateral agent.
−Removed: (incorporated by reference to filed with Form 8-K/A on December 2, 2016).
−Removed: 10.5 Amendment No.
−Removed: 4 to Credit and Guaranty Agreement, dated as of February 2, 2017 by and among Radnet Management, Inc., Radnet, Inc.
−Removed: certain subsidiaries and affiliates of Radnet Management, Inc., the lenders party thereto from time to time, certain other financial institutions and Barclays Bank PLC, as administrative agent and collateral agent.
−Removed: (incorporated by reference to filed with Form 8-K on February 2, 2017).
−Removed: 10.6 Amendment No.
−Removed: 5, Consent and Incremental Joinder Agreement to Credit and Guaranty Agreement, dated as of August 22, 2017 by and among Radnet Management, Inc., RadNet, Inc., certain subsidiaries and affiliates of Radnet Management, Inc., the lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent and the lenders party thereto (incorporated by reference to exhibit filed with Form 8-K on August 23, 2017)
−Removed: 10.7 Amendment No.
−Removed: 6, Consent and Incremental Joinder Agreement to Credit and Guaranty Agreement dated as of April 18, 2019 by and among Radnet Management, Inc., RadNet, Inc., certain affiliates and subsidiaries of Radnet Management, Inc., and Barclays Bank Plc (incorporated by reference to exhibit filed with Form 8-K on April 19, 2019)
−Removed: 10.8 Amendment No.
−Removed: 7 to Credit and Guaranty Agreement dated as of April 18, 2019 by and among Radnet Management, Inc., RadNet, Inc., certain affiliates and subsidiaries of Radnet Management, Inc.
−Removed: and Barclays Bank Plc (incorporated by reference to exhibit filed with Form 8-K on April 19, 2019)
−Removed: 10.9 Amendment No.
−Removed: 8, Consent and Incremental Joinder Agreement to Credit and Guaranty Agreement dated as of August 28, 2020 by and among Radnet Management, Inc., RadNet, Inc., certain subsidiaries and affiliates of RadNet, Inc., as guarantors, the lenders party thereto from time to time and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to exhibit filed with Form 8-K on September 1, 2020)
−Removed: 10.10 RadNet, Inc.
−Removed: 2006 Equity Incentive Plan (Amended and Restated as of March 9, 2017) (incorporated by reference to exhibit filed with Form 8-K on June 13, 2017).
−Removed: 10.11 Form of Incentive Option Agreement for the 2006 Equity Incentive Plan (incorporated by reference to exhibit filed with Form S-8 registration statement on August 9, 2017).
−Removed: 10.12 Form of Nonstatutory Option Agreement for the 2006 Equity Incentive Plan (incorporated by reference to exhibit filed with Form S-8 registration statement on August 9, 2017).
−Removed: 10.13 Form of Restricted Stock Award for Officers under the 2006 Equity Incentive Plan (incorporated by reference to exhibit filed with Form S-8 registration statement on August 9, 2017).
−Removed: 10.14 Form of Restricted Stock Award for Non-Employee Directors under the 2006 Equity Incentive Plan (incorporated by reference to exhibit filed with Form S-8 registration statement on August 9, 2017).
−Removed: 10.15 Form of Restricted Stock Unit Agreement (deferred settlement) for Officers under the 2006 Equity Incentive Plan (incorporated by reference to exhibit filed with Form S-8 registration statement on August 9, 2017).
−Removed: 10.16 Form of Restricted Stock Unit Agreement (deferred settlement) for Non-Employee Directors under the 2006 Equity Incentive Plan (incorporated by reference to exhibit filed with Form S-8 registration statement on August 9, 2017).
−Removed: 10.17 Form of Indemnification Agreement between the registrant and each of its officers and directors (incorporated by reference to exhibit filed with Form 10-Q for the quarter ended March 31, 2008).*
+Added: 10.1 Equity Incentive Plan, amended and restated as of April 15, 2021 (incorporated by reference to Exhibit 99.1 filed with Form S-8 on July 2, 2021).
+Added: 10.2 Form of Incentive Stock Option Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.3 filed with Form S-8 registration statement on July 2, 2021).
+Added: 10.3 Form of Nonstatutory Stock Option Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.3 filed with Form S-8 registration statement on July 2, 2021).
+Added: 10.4 Form of Stock Award Agreement for the Equity Incentive Plan (incorporated by reference to Exhibit 99.4 filed with Form S-8 registration statement on July 2, 2021).
+Added: 10.5 Form of Stock Units Agreement (deferred settlement) for the Equity Incentive Plan (incorporated by reference to Exhibit 99.5 filed with Form S-8 registration statement on July 2, 2021).
10.6 Nonqualified Deferred Compensation Plan, effective as of May 5, 2016 (incorporated by reference to exhibit filed with Form 8-K on May 9, 2016).
+Added: 10.7 Form of Indemnification Agreement between the Company and each of its officers and directors (incorporated by reference to exhibit filed with Form 8-K on June 14, 2021).
10.8 Employment Agreement dated as of June 12, 1992 with Howard G.
(incorporated by reference to exhibit filed with an amendment to Form 8-K report for June 12, 1992;
+Added: refiled herewith ).*
Amendment to Employment Agreement dated January 30, 2004 with Howard G.
10 unchanged sentences
10.15 First Amendment to Employment Agreement dated November 16, 2015 with Mark Stolper (incorporated by reference to exhibit filed with Form 10-K on March 15, 2016).*
−Removed: 10.27 Retention Agreement with Stephen Forthuber dated November 15, 2006 (incorporated by reference to exhibit filed with Form 10-K/T for the year ended December 31, 2006).*
−Removed: 10.28 First Amendment to Retention Agreement dated November 16, 2015 with Stephen Forthuber (incorporated by reference to exhibit filed with Form 10-K on March 15, 2016).*
10.16 Employment Agreement dated as of January 1, 2009 Stephen M.
Forthuber (incorporated by reference to exhibit filed with Form 10-Q on May 10, 2017).*
+Added: 10.17 Employment Agreement dated as of March 2, 2020 with David J.
+Added: Katz (incorporated by reference to exhibit 10.1 of the Form 8K/A filed on March 4, 2020).*
+Added: 10.18 Retention Agreement with Stephen Forthuber dated November 15, 2006 (incorporated by reference to exhibit filed with Form 10-K/T for the year ended December 31, 2006).*
+Added: 10.19 First Amendment to Retention Agreement dated November 16, 2015 with Stephen Forthuber (incorporated by reference to exhibit filed with Form 10-K on March 15, 2016).*
+Added: 10.20 Amended a nd Restated Severance Agreement dated January 26, 2022 with Ruth Wilson .*
+Added: 10.21 Amended and Restated Severance Agreement dated Feb ruary 24 , 20 22 with Christine Gordon .*
10.22 Amended and Restated Management and Service Agreement between Radnet Management, Inc.
2 unchanged sentences
10.24 Amended and Restated Revolving Credit and Term Loan Agreement dated August 31, 2018 among New Jersey Imaging Network, LLC, the various lenders identified therein, and SunTrust Bank as administrative agent, issuing bank and swingline lender (incorporated by reference to exhibit filed with Form 10-K for the year ended December 31, 2018)
−Removed: 10.33 Employment Agreement dated as of March 2, 2020 with David J.
−Removed: Katz (incorporated by reference to exhibit 10.1 of the Form 8K/A filed on March 4, 2020).*
+Added: 10.25 Second Amended and Restated First Lien Credit and Guaranty Agreement, dated as of April 23, 2021, by and among RadNet Management, Inc., a California corporation, RadNet, Inc., a Delaware corporation, certain subsidiaries and affiliates of RadNet Management, Inc., as Guarantors, the Lenders and other financial institutions from time to time party thereto, and Barclays Bank PLC, as Administrative Agent and Collateral Agent (incorporated by reference to exhibit filed with Form 8-K on April 26, 2021).
21.1 List of Subsidiaries.
11 unchanged sentences
101.DEF XBRL Definition Linkbase Document
+Added: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Indicates management contract or compensatory plan.
11 unchanged sentences
March 1, 2022
−Removed: By /s/ JOHN V.
−Removed: CRUES, III, M.D.
−Removed: Crues, III, M.D., Director
+Added: By /s/ GREGORY E.
+Added: Spurlock, Director
March 1, 2022
11 unchanged sentences
March 1, 2022
+Added: By /s/ CHRISTINE GORDON
+Added: Christine Gordon, Director
+Added: March 1, 2022
By /s/ MARK D.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.