Exhibit 10.1

FORM OF RESTRICTIVE COVENANT AND SUPPORT AGREEMENT

This Restrictive Covenant and Support Agreement (this “Agreement”), dated as of October 26, 2026, is by and among OnRad, Inc., a Delaware corporation (together with any successors, the “Company”), Radnet Management, Inc., a California corporation (“Purchaser”), and the undersigned stockholder (“Stockholder”) of the Company.

RECITALS

WHEREAS, Stockholder has executed and delivered this Agreement in connection with that certain Agreement and Plan of Merger, dated as of October 26, 2026 (as the same may be amended or supplemented in accordance with the terms thereof, the “Merger Agreement”), by and among by and among (i) Purchaser; (ii) RadNet, Inc., a Delaware corporation (“Parent”); (iii) the Company; (iv) Red Rover Merger Sub, LLC, a Delaware limited liability company (“Surviving Merger Sub”); (v) Javelin Merger Sub, Inc., a Delaware corporation (“First Merger Sub” and together with Surviving Merger Sub, the “Merger Subs”); and (vi) with respect to Articles II, VIII, and IX of the Merger Agreement, Housatonic IV CF, L.P., solely in its capacity as the Securityholder Representative;

WHEREAS, pursuant to the terms and conditions of the Merger Agreement, (a) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger the First Merger as a direct wholly owned subsidiary of Surviving Merger Sub, and (b) immediately following the First Merger, the Company shall merge with and into Surviving Merger Sub, with Surviving Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of Purchaser (together with the First Merger, the “Mergers”, and collectively with the other transactions contemplated by the Merger Agreement and the Transaction Documents, the “Transactions”);

WHEREAS, Stockholder is the beneficial and registered holder of record of the number and class of shares of the Company Securities set forth on Schedule A hereto;

WHEREAS, Stockholder possesses or has access to valuable Confidential Information (as defined below), goodwill and other legitimate business interests of the Company, its Subsidiaries and the Managed Entities, and will receive substantial benefits from the consummation of the Transactions; and

WHEREAS, (a) as a material condition of Purchaser’s willingness to enter into the Merger Agreement and to consummate the Transactions, (b) as additional consideration to Purchaser for the applicable consideration that Stockholder may be entitled to receive pursuant to the Merger Agreement in connection with the Transactions, and (c) to preserve the value and goodwill of the Company after the Transactions, the Merger Agreement contemplates, among other things, that Stockholder shall enter into this Agreement, and the covenants set forth herein shall become effective as of the Closing.

NOW, THEREFORE, to induce Purchaser and the Merger Subs to perform under the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement, and in consideration of the representations, warranties, covenants, agreements, obligations, and undertakings contained herein, the parties hereto agree as follows.

Article I 

DEFINITION AND CONSTRUCTION

Section 1.1 Definitions.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” has the meaning ascribed to such term in the Merger Agreement; provided, that for purposes of this Agreement, Affiliates of Stockholder shall include (a) any investment fund, vehicle, or account managed, advised, or controlled by Stockholder or its Affiliates, and (b) any portfolio company controlled by Stockholder or any such investment fund, vehicle, or account.

“Confidential Information” means any and all information of Parent, Purchaser and the Company Entities, of a confidential or proprietary nature (or that is of a nature that it should reasonably be considered as proprietary or confidential whether or not specifically labeled or identified as “confidential”), in any form or medium, including information that relates to the business, financial condition, services, products or research or development of Parent, Purchaser or the Company Entities, or any of their respective suppliers, independent contractors or other business relations. Confidential Information includes, but is not limited to, the following: (i) internal business and financial information (including information relating to strategic and staffing plans and practices, business, finances, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, Parent’s, Purchaser’s and any Company Entity’s suppliers, independent contractors or other business relations and their confidential information; (iii) technology, software, trade secrets, know-how, compilations of data and analyses, protected data, techniques, systems, research, records, reports, manuals, documentation, models, data and data bases relating thereto; and (iv) any information received by Purchaser or the Company from any Person with any understanding, express or implied, that it will not be disclosed.

“Company Entities” means, collectively, (a) the Company, (b) the Second Surviving Company, (c) the Managed Entities, and (d) any Subsidiaries of the foregoing.

“Company Securities” means, collectively, (a) all Company Capital Stock, (b) all options, warrants, or other rights to acquire shares of the Company’s capital stock, and (c) any other equity or equity-linked securities of the Company, in each case, that are beneficially owned by Stockholder as set forth on Schedule A attached hereto.

“Covered Shares” means all Company Securities that are now or hereafter beneficially owned by Stockholder, including any shares of Company Capital Stock acquired by Stockholder after the date hereof, whether by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange, or change of such shares, or upon exercise or conversion of any Company Securities.

“Non-Solicit Restricted Period” means the period commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date.

“Restricted Area” means anywhere in the United States.

“Restricted Business” means the business of providing teleradiology services in the Restricted Area.

“Restricted Employee” means any individual who is or was an employee or an independent contractor of a Company Entity as of the Closing Date or during the twelve (12)-month period immediately preceding the Closing Date.

“Restricted Period” means the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date.

Section 1.2 Other Defined Terms.

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

Section 1.3 Interpretation; Construction.

The terms and provisions of Section 10.10 of the Merger Agreement are incorporated herein by reference as if set forth herein in their entirety and will apply mutatis mutandis hereto.

Article II 

SUPPORT AGREEMENT PROVISIONS

Section 2.1 Stockholder Representations. Stockholder hereby represents and warrants to the Company and Purchaser that: (a)  Stockholder has the full legal right, power, capacity, and authority, as applicable, to execute and deliver this Agreement and each other Transaction Document to which Stockholder is or, at Closing, will become a party; (b) (i) as of the date hereof, Stockholder is the beneficial and registered holder of record of the Company Securities set forth opposite Stockholder’s name on Schedule A hereto, (ii) such Company Securities constitute all of the Company Securities held by Stockholder, whether beneficially or of record, as of the date hereof, and (iii) such Company Securities are free and clear of any and all liens, restrictions, claims, charges, and encumbrances; (c) the delivery of this Agreement by Stockholder does not violate, conflict with, or result in a breach of (i) any injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Entity to which Stockholder is subject, or (ii) any Contract of any kind to which Stockholder is a party or is bound by or to which such Company Securities are subject; (d) this Agreement and each other Transaction Document to which Stockholder is or, at the Closing, will become a party, have been or, at the Closing, will be (as the case may be), duly and validly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute or, with respect to any other Transaction Document to be executed at the Closing, will constitute, the valid and legally binding obligations of Stockholder, enforceable against Stockholder in accordance with their respective terms, except to the extent that enforceability may be limited by the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity; (e) Stockholder has not relied upon any statement by Purchaser, Parent, the Merger Subs, any Company Entity, the Securityholders’ Representative, or any of their respective Affiliates or representatives as to the Merger Agreement or the other Transaction Documents (other than the statements made by such Person in such documents) or the transactions contemplated thereby; (f)  Stockholder has had an opportunity to review with Stockholder’s own Tax advisors the Tax consequences to Stockholder of the transactions contemplated by this Agreement, the Merger Agreement, and the other Transaction Documents, and Stockholder understands that he, she, or it must rely solely on his, her, or its advisors and that Stockholder (and not Purchaser, Parent, the Merger Subs, any Company Entity, or the Second Surviving Company) will be solely responsible for Stockholder’s own Tax liability that may arise from the transactions contemplated by this Agreement or the Merger Agreement; (f) except as expressly contemplated by this Agreement or the Merger Agreement, no proxies, voting trusts, voting agreements, or other similar agreements have been given or entered into by or on behalf of Stockholder with respect to any of the Company Securities; and (g) there are no Actions pending or, to the knowledge of Stockholder, threatened against Stockholder or any of Stockholder’s Affiliates that would reasonably be expected to impair or adversely affect Stockholder’s ability to perform Stockholder’s obligations under this Agreement.

Section 2.2 Restriction on Transfer. Stockholder agrees that, from the date hereof until the earlier of the Closing Date and the date on which the Merger Agreement is validly terminated, Stockholder will not, directly or indirectly, (a) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate, or similarly dispose of (by merger, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any Contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, lien, hypothecation, or other disposition of (by merger, by operation of law, or otherwise), any Covered Shares held by Stockholder, or (b) deposit any Covered Shares held by Stockholder into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement; provided, however, that nothing in this Section 2.2 shall prohibit a Transfer of Covered Shares by Stockholder (i) to any member of Stockholder's immediate family (meaning any spouse, domestic partner, lineal descendant (including by adoption), parent, or sibling), (ii) to any trust, family limited partnership, limited liability company, or other entity for the direct or indirect benefit of Stockholder or one or more members of Stockholder's immediate family, (iii) to a charitable organization qualified under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or a donor-advised fund, or (iv) upon Stockholder's death, by will, other testamentary document, or the laws of descent and distribution (each, a “Permitted Transfer”), in each case for bona fide estate, tax, or personal planning purposes; provided further that any Permitted Transfer shall be conditioned on the transferee signing and delivering a counterpart of this Agreement (or a joinder in form and substance reasonably satisfactory to Parent) under which the transferee agrees to be bound by all terms of this Agreement applicable to Stockholder with respect to the Covered Shares transferred, as if it were an original party hereto.

Section 2.3 Agreement to be Bound. Stockholder (a) acknowledges the deposit of the Adjustment Escrow Amount and the Indemnity Escrow Amount with the Escrow Agent and of the Securityholder Representative Expense Amount with the Securityholder Representative, in each case on behalf of the Securityholders, upon the terms and conditions set forth in the Merger Agreement, subject to the limitations set forth therein (b) acknowledges and agrees to be bound by the obligation of the Securityholders to fund on a several (and not joint basis) any deficiency pursuant to Section 2.6(e)(ii) of the Merger Agreement, (c) acknowledges and agrees to be bound by the several (and not joint) indemnification obligations of the Securityholders set forth in Sections 8.2(a)(ii) and 8.2(a)(iii)(B) of the Merger Agreement, subject to the limitations set forth therein, and (d) acknowledges the set-off rights set forth in the Merger Agreement, including against any Earn-Out Amount upon the terms and conditions set forth in the Merger Agreement.

Section 2.4 Confidentiality. Except as permitted by Section 3.5(b), Stockholder agrees not to make any public announcement after the date hereof concerning the Merger Agreement or the Transactions without the prior written consent of Purchaser and Company, and, in the event Purchaser and Company have consented to any such public announcement, to furnish to Purchaser and Company all press releases and other prepared public announcements regarding the Merger Agreement, the Merger, and the Transactions before publication. Further, except as permitted by Section 3.5(b), Stockholder shall maintain the confidentiality of, and not disclose, (i) any information arising out of or relating to the Merger Agreement or the Transactions, including (A) the existence of, and information obtained in connection with, negotiations and discussions relating to the Merger Agreement or any other Transaction Document, including this Agreement; and (B) any other information (including documents) obtained by Stockholder in connection with this Agreement, the Merger Agreement, or any other Transaction Document or the Transactions, and (ii) any Confidential Information.

Section 2.5 Lock-Up. Effective as of, and subject to the occurrence of, the Closing, Stockholder agrees that it shall not, and shall cause and direct each of its controlled Affiliates not to, Transfer any shares of Parent Common Stock originally received by such Stockholder as Per Share Stock Consideration pursuant to the Merger Agreement and which is either held by such Stockholder or controlled Affiliate at such time, during each of (A) the period beginning on the tenth (10th) Trading Day prior to December 31, 2027 until December 31, 2027 and (B) the period beginning on the tenth (10th) Trading Day prior to the date that is three (3) Trading Days prior to the Earn-Out Amount Determination Date until such Earn-Out Amount Determination Date.

Article III 

RESTRICTIVE COVENANTS

Section 3.1 Non-Solicitation and No-Hire. Stockholder agrees that, during the Non-Solicit Restricted Period, it will not, and will cause its controlled Affiliates not to, directly or indirectly, hire, engage, solicit or induce, or assist another Person to solicit or induce, any Restricted Employee to resign or otherwise leave the employ of any of the Company Entities or to accept employment with any other Person unaffiliated with Purchaser or any of its Affiliates (including the Company Entities) (whether as an employee, consultant, or independent contractor). Notwithstanding the foregoing, (x) generalized advertisements of employment by Stockholder or any of its Affiliates that are not specifically focused on or targeted at any of the Restricted Employees shall not, solely by way of such generalized advertisement, constitute a violation by Stockholder of this Section 3.1; and (y) this Section 3.1 will not prohibit Stockholder or any of its Affiliates from hiring or engaging any Restricted Employee whose employment or engagement with Purchaser and its Affiliates (including the Company Entities) was terminated following the Closing and who has not been employed or engaged by Purchaser or any of its Affiliates (including the Company, its Subsidiaries and the Managed Entities) for at least six (6) months prior to such hiring or engagement.

Section 3.2 Non-Interference with Business Relationships. Stockholder agrees that, during the Non-Solicit Restricted Period, it will not, and will cause its controlled Affiliates not to, directly or indirectly, (i) solicit, induce, or encourage any customer, client, licensee, payer, supplier, vendor, or other business relation of the Company Entities, in each case as of the Closing, to terminate, reduce, or materially and adversely modify its business relationship with the Purchaser or any of its Affiliates (including the Company Entities), or to divert any such business relationship to any Person other than Purchaser or any of its Affiliates (including the Company Entities), or (ii) otherwise interfere with, disrupt, impair, or adversely affect any business relationship between the Purchaser or any of its Affiliates (including the Company Entities), on the one hand, and any customer, client, licensee, payer, supplier, vendor, or other business relation of the Company Entities, on the other hand, in the case of each of clause (i) and (ii), with respect to the provision of services competitive with the Restricted Business (as defined below). Notwithstanding the foregoing, nothing in this Section 3.2 shall prevent or restrict Stockholder from making any business decisions in his or her capacity as an employee or officer of Parent, Purchaser, the Company Entities, or any of their respective Subsidiaries, as applicable (including terminating any customer, client, licensee, payer, supplier, vendor or other business relation of the Company Entities, or otherwise modifying or amending the terms of any such business relationship).

Section 3.3 Non-Competition. Stockholder hereby covenants and agrees that, during the Restricted Period, it will not, and will cause its controlled Affiliates not to, directly or indirectly, (i) establish, own any interest in, engage in, operate, manage, control, participate in, consult with, render services for (as a director, manager, officer, employee, agent, broker, partner, contractor, consultant or otherwise) or be or become engaged or involved in any Restricted Business, including by being or becoming an organizer, owner, co-owner, trustee, promoter, investor, lender, partner, joint venturer, equityholder, officer, director, employee, manager, or in any other capacity engaging in, owning, managing, operating, rendering services to, or participating in the ownership, management, operation or control of any Restricted Business; (ii) make any investment (whether equity, debt or otherwise) in any Restricted Business; or (iii) otherwise engage in, or compete with, all or any portion of any Restricted Business in the Restricted Area. Notwithstanding the foregoing, nothing in this Section 3.3 shall prevent or restrict Stockholder from (i) owning, as a passive investment, five percent (5%) or less of the outstanding shares of capital stock of a public corporation that is engaged or participates in a Restricted Business, so long as Stockholder is not otherwise associated with such corporation and does not have the ability to, and does not seek to exercise any, control or otherwise influence the management or operations of such corporation, (ii) investing in any fund or other investment vehicle in which Stockholder has no discretion with respect to the investment strategy of such fund, (iii) performing any services for Parent, Purchaser, the Company Entities or any of their respective Subsidiaries, or (iv) performing services that neither relate to nor assist a Restricted Business in any respect.

Section 3.4 Non-Disparagement. Stockholder agrees that, following the Closing through the Restricted Period, Stockholder will not, and will cause its controlled Affiliates not to, directly or indirectly, disparage or criticize Purchaser, Parent, any of its Affiliates (including the Company Entities), or any of their respective management, businesses, products or services, or otherwise do or say anything that would reasonably be expected to materially harm the interests or reputation of Purchaser or any of its Affiliates (including the Company Entities). This Section 3.4 does not, in any way, restrict or impede Stockholder from complying with any applicable Law or regulations or a valid order of a court of competent jurisdiction or an authorized Governmental Entity; provided that such compliance does not exceed that required by applicable Law.

Section 3.5 Confidentiality.

(a) Stockholder agrees that, following the Closing, it will not, and will cause its controlled Affiliates not to, directly or indirectly, use Confidential Information or disclose Confidential Information to any Person, except as may be permitted pursuant to Section 3.5(b). The obligations of Stockholder under this Section 3.5 shall continue, with respect to any Confidential Information that constitutes a trade secret under applicable Law, for so long as such information remains a trade secret, and, with respect to all other Confidential Information, during the Restricted Period (as defined below).

(b) Notwithstanding the foregoing, nothing in this Agreement prevents at any time (i) the furnishing of any information to any Governmental Entity, as required by Law, in which circumstance the disclosing party will consult with Purchaser in advance to the extent practicable and in any event will, to the extent permitted by Law, notify Purchaser as soon as practicable; (ii) in the case of a Stockholder that is a corporation, limited partnership, limited liability company, investment fund, venture capital fund or other entity, the furnishing of information relating to the terms and conditions of the Merger Agreement and Transactions to any current or former stockholders, partners, investors, directors, managers, members, agents, advisors, consultants or representatives that have an economic interest in Stockholder, current or prospective partner of any partnership or any subsequent partnership under common investment management, or any limited partner, general partner, member, management company, stockholder, or parent or sister company of Stockholder (or any employee, advisor, consultant or representative of any of the foregoing), in each case solely to the extent necessary to comply with any fiduciary or reporting obligations or under Stockholder’s customary investor communications practices to such persons; provided that any recipient of information pursuant to this clause (ii) is bound by a duty of confidentiality towards Stockholder with respect to such information; (iii) disclosing information or terms of this Agreement, the Merger Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby as reasonably necessary to enforce or defend against any claim under this Agreement, the Merger Agreement, the other Transaction Documents, or any other instruments, certificates and other agreements to which Stockholder is a party; (iv) the furnishing of information to attorneys and other professional advisors, including tax advisors, or representatives for Stockholder (including the Securityholders’ Representative) or any managers, directors, officers or employees of such Stockholder or such Stockholder’s controlled Affiliates, in each case that need to know such information in connection with Stockholder’s financial or tax reporting obligations or the enforcement of Stockholder’s rights under this Agreement, the Merger Agreement or any other Transaction Document (as applicable); provided that any recipient of information pursuant to this clause (iv) is bound by a duty of confidentiality towards Stockholder with respect to such information; (v) the disclosure of any information that is or becomes generally available to the public other than as a result of an act or omission by Stockholder (or an act or omission of a third party at the request of or on behalf of Stockholder); (vi) disclosure of information that is reasonably necessary in connection with the performance of Stockholder’s duties as an employee of Purchaser or any of its Affiliates and is not otherwise restricted by any other obligation of confidentiality Stockholder has as such employee; and (vii) the disclosure of information if such disclosure is consented to in writing by Purchaser prior to such disclosure.

(c) Stockholder acknowledges and agrees that Purchaser would be damaged irreparably if any provision of this Section 3.5 were breached by Stockholder. Accordingly, Stockholder agrees that, in addition to any other remedy available at law or in equity, Purchaser will be entitled to an injunction to prevent breaches, and to enforce specifically the provisions, of this Section 3.5.

Section 3.6 Acknowledgement of Reasonableness. Stockholder hereby acknowledges and agrees that (a) the restrictions set forth in this Article III are reasonable and necessary to protect the legitimate business interests of Purchaser, the Company, and their respective Affiliates, including the goodwill and Confidential Information of the Company and its Affiliates; (b) Stockholder has received, or will receive, adequate and valuable consideration for the obligations contained in this Article III in the form of the Per Share Merger Consideration payable to Stockholder pursuant to the Merger Agreement; (c) the restrictions set forth in this Article III are reasonable in time, scope, and geographic area and do not impose a greater restraint on Stockholder than is necessary to protect the goodwill, Confidential Information, and other legitimate business interests of Purchaser, the Company, and their respective Affiliates; and (d) Stockholder has had the opportunity to consult with legal counsel regarding the terms and conditions of this Article III.

Article IV

RELEASE

Section 4.1 Stockholder Release. Effective immediately following the Effective Time and subject to Stockholder’s receipt of the applicable Per Share Merger Consideration payable to him, her, or it pursuant to the Merger Agreement, for itself and its controlled Affiliates and each such Person’s respective successors, assigns, executors, heirs, officers, directors, managers, partners, employees, agents and legal representatives (collectively, the “Releasors”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, preemptive rights, stockholder rights, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Releasors has, might have or might assert now or in the future, against that Stockholder has or may have against the Company, its Subsidiaries or the Managed Entities, any present or former director, officer, employee, stockholder, partner, member, or agent of the Company, its Subsidiaries or the Managed Entities, and any affiliate of or successor to the Company (including Second Surviving Company) (collectively, the “Releasees”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and that occurred, existed or was taken or permitted at or prior to the Closing, in each case to the extent arising or resulting from or relating, directly or indirectly, to the conduct, management or operation of the business and affairs of the Company, or any act, omission, event, or occurrence prior to the Closing relating to (x) the Company, (y) any Company Securities held by Stockholder, or (z) any rights or interests in any other securities of the Company (including any Company Options and Company Warrants) including, without limitation, a breach of fiduciary duty in connection with the approval of the Merger Agreement that the Releasors may have against the Releasees. Notwithstanding the foregoing, nothing in this Section 4.1 shall release, waive, discharge, relinquish or otherwise affect (a) the rights or obligations of the Releasor to the extent arising out of this Agreement or the other Transaction Documents; (b) if the Releasor was an employee, officer, consultant, director or other service provider of the Company, any of its Subsidiaries, or any of the Managed Entities, (i) any rights with respect to salaries, bonuses, expenses, and other compensation that accrued prior to the Closing in the ordinary course of business, including, but not limited to, accrued vacation time and sick time, accrued but unpaid compensation and reimbursement of business related expenses, and (ii) any rights under any Benefit Plan accruing prior to the Effective Time; (c) rights that may not be released as a matter of law; (d) any rights pursuant to any employment agreement (including any Employment Agreement contemplated by the Merger Agreement) or offer letter entered into with Purchaser or its Affiliates in connection with the Merger Agreement; (e) any rights to indemnification or advancement of expenses such Releasor may have as a current or former director, officer, or employee of the Company, but only to the extent such claim for indemnification or advancement is covered under the Company’s certificate of incorporation or the bylaws of the Company in effect immediately prior to the Effective Time or any insurance policy maintained by the Company and in existence following the Effective Time; or (f) any defenses, affirmative defenses, rights of setoff, counterclaims or similar rights that a Releasor may assert in response to any Action initiated or claim asserted against such Releasor by any Releasee. It is the intention of Stockholder in executing this release, and in giving and receiving the consideration called for in the Merger Agreement, that the release contained in this Section 4.1 shall be effective as a full and final accord and satisfaction and general release of and from all matters released hereunder and the final resolution by Stockholder and the Releasees of all such matters. Stockholder hereby represents to the Releasees that neither Stockholder, nor its controlled Affiliates or trustees have voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any matter released hereunder and that no Person other than Stockholder or its controlled Affiliates has any interest in any such matter by law or Contract by virtue of any action or inaction by Stockholder or any of its controlled Affiliates. It is expressly agreed that the Releasees to whom this Section 4.1 applies shall be third-party beneficiaries of this Section 4.1 from and after the Effective Time and shall be entitled to enforce the releases and covenants contained herein.

Section 4.2 Section 1542 of the Civil Code of the State of California. Stockholder acknowledges that it has been informed of, and that Stockholder is familiar with, Section 1542 of the Civil Code of the State of California. Stockholder hereby waives and relinquishes (a) all rights and benefits Stockholder has or may have under Section 1542 of the Civil Code of the State of California, to the full extent that Stockholder may lawfully waive all such rights and benefits pertaining to the subject matters of this Agreement, and (b) any similar or comparable protections afforded by any case law or statutes of similar import, whether such laws are in the United States or elsewhere in the world. Section 1542 of the Civil Code of the State of California provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Article V

REMEDIES

Section 5.1 Specific Performance. Stockholder agrees that irreparable damage would occur in the event that the provisions of this Agreement (including, without limitation, the restrictive covenants set forth in Article III) are not performed by Stockholder in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Purchaser shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by Stockholder and to enforce specifically the terms and provisions of this Agreement. The foregoing rights are in addition to and without limitation of any other remedy to which Purchaser may be entitled at law or in equity. Stockholder further agrees not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy. Stockholder hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate, and (b) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. Stockholder further agrees that, by seeking the remedies provided for in this Section 5.1, Purchaser shall not in any respect waive its right to seek at any time any other form of relief that may be available to it under this Agreement, the Merger Agreement, or any other Transaction Document (including monetary damages), in the event that the remedies provided for in this Section 5.1 are not available or otherwise are not granted.

Section 5.2 Judicial Modification. If any court of competent jurisdiction shall at any time determine that any of the covenants contained in Article III or elsewhere in this Agreement exceed the time, geographic area, or scope of activity limitations permitted by applicable Law, then the court may reduce such limitations to those that such court deems reasonable and enforceable under the circumstances then existing, and the covenants shall be reformed to cover the maximum time period, geographic area, and scope of activity that may be enforceable under applicable Law. The parties hereto expressly agree that it is their intention that the covenants set forth in this Agreement be enforced to the fullest extent permitted by applicable Law, and that the court shall reform, rather than void, any covenant that is found to be overly broad or otherwise unenforceable. Each covenant set forth in Article III shall be deemed to be a series of separate covenants, one for each applicable jurisdiction, county, city, state, or other political subdivision in the Restricted Area.

Section 5.3 Third-Party Beneficiary Enforcement Rights. Purchaser’s Affiliates are intended third-party beneficiaries of this Agreement and shall have the right to enforce the provisions hereof directly against Stockholder. Stockholder’s obligations under this Agreement shall not be excused, reduced, or otherwise limited by reason of any claimed breach by Purchaser, the Company, or any of their respective Affiliates of any obligation to Stockholder under this Agreement, the Merger Agreement, or otherwise. Stockholder shall not circumvent or attempt to circumvent the obligations set forth in this Agreement by taking actions through any new entity, Affiliate, or other Person that Stockholder would be prohibited from taking directly.

Article VI

GENERAL PROVISIONS

Section 6.1 Termination.

(a) Support Provisions. The provisions of Article II (Support Agreement Provisions) shall terminate and be of no further force or effect in the event that the Merger Agreement is validly terminated prior to the Closing. Termination of Article II shall not relieve any party of liability for any breach of Article II occurring prior to such termination.

(b) Restrictive Covenants and Other Provisions. The provisions of Article III (Restrictive Covenant Provisions) and all other provisions hereof (other than Article V (Remedies), and Article VI (General Provisions)) shall automatically terminate and be of no force or effect in the event that the Merger Agreement is validly terminated prior to the Closing. If the Closing occurs, (i) the provisions of Article III shall survive the Closing and remain in full force and effect for the duration of the Restricted Period and the Non-Solicit Restricted Period, as applicable, and (ii) the provisions of Section 2.5 (Lock-Up) shall survive the Closing and remain in full force and effect until the expiration of the last of the periods set forth therein.

(c) Surviving Provisions. Notwithstanding anything to the contrary herein, Article V (Remedies), and Article VI (General Provisions) shall survive any termination of this Agreement. The confidentiality obligations set forth in Section 2.4 shall survive termination of this Agreement for a period of two (2) years from the date of such termination.

Section 6.2 Further Assurances. Stockholder shall, as reasonably requested by Purchaser or the Company, promptly execute and deliver such additional documents and instruments and take all such further action as may be reasonably necessary to consummate and make effective the Merger Agreement, the other Transaction Documents, and the Transactions.

Section 6.3 Assignability. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned, in whole or in part, by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of Purchaser, except that Purchaser may assign, in its sole discretion and without the consent of any other party, any or all of the rights, interests, and obligations under this Agreement to one or more direct or indirect wholly-owned Subsidiaries of Purchaser or to any successor in interest in connection with a merger, consolidation, or sale of all or substantially all of the assets of Purchaser or the Company. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

Section 6.4 Severability. Should any provision of this Agreement or the application of any provision of this Agreement to any Person or circumstance be held invalid, illegal or unenforceable to any extent: (a) such provision shall be ineffective to the extent, and only to the extent, of such unenforceability, illegality or prohibition and shall be enforced to the greatest extent permitted by Law, (b) such unenforceability, illegality or prohibition in any jurisdiction shall not invalidate or render unenforceable such provision as applied (i) to other Persons or circumstances or (ii) in any other jurisdiction, and (c) such unenforceability, illegality or prohibition shall not affect or invalidate any other provision of this Agreement.

Section 6.5 Governing Law. This Agreement and all claims, causes of action (whether in contract, tort, statute, or otherwise) or other matters that may result from, arise out of, be in connection with or relating to this Agreement, or the negotiation, administration, performance or enforcement of this Agreement, including any claim or cause of action resulting from, arising out of, in connection with, or relating to any representation, warranty, covenant, or agreement made in or in connection with this Agreement, shall be governed in all respects, including validity, interpretation, and effect, by the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 6.6 Notices. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be delivered in accordance with Section 10.5 of the Merger Agreement, in accordance with (a) in the case of Purchaser, the contact information set forth in such Section for Purchaser, and (b) in the case of Stockholder, the contact information set forth on the signature page hereto.

Section 6.7 Counterparts. This Agreement may be executed (a) in two or more partially or fully executed counterparts, each of which will be deemed an original and will bind the signatory, but all of which together will constitute the same instrument, and (b) by electronic means, PDF, or facsimile. The execution and delivery of a signature page in the form annexed to this Agreement, by any party hereto who will have been furnished the final form of this Agreement, will constitute the execution and delivery of this Agreement by such party.

Section 6.8 Miscellaneous. This Agreement, the Merger Agreement, and the other documents specifically referred to herein or therein or delivered pursuant hereto or thereto, constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement is not intended to confer upon any other Person any rights or remedies hereunder (except as otherwise expressly provided in this Agreement, including the Releasees, each of which are express third-party beneficiaries hereof).

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

PURCHASER:

RADNET MANAGEMENT, INC.

By: _________________________________

Name: _______________________________

Title:: _______________________________

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

STOCKHOLDER (ENTITY):

____________________________________

(Name of entity)

By: ________________________________

Name: ______________________________

Title: _______________________________

Address: ____________________________

Email: _______________________________

STOCKHOLDER (INDIVIDUAL):

____________________________________

(Signature)

Print Name: ___________________________

Address: ____________________________

Email: _______________________________

Schedule A

COMPANY SECURITIES

[Omitted]