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THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this " Agreement ") is entered into as of
October 10, 2002 by and among InSight Health Services Holdings Corp., a Delaware corporation (the " Company "), the JWC
Holders (as defined below), the Halifax Holders (as defined below), the Management Holders (as defined below) and the
Additional Holders (as defined below).
A. As a result of the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of
June 29, 2001 (the " Merger Agreement "), and of certain related transactions to be consummated concurrently therewith, the
Stockholders (as defined below) own (and may hereafter acquire) certain shares of Common Stock (as defined below) and
certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or
otherwise, shares of Common Stock or securities convertible into Common Stock.
B. The Stockholders entered into that certain Stockholders Agreement dated as of June 29, 2001, which was superceded
by that certain Amended and Restated Stockholders Agreement dated as of October 17, 2001, which was superceded by that
certain Second Amended and Restated Stockholders Agreement dated as of February 8, 2002 (the "Existing Agreement") for the
purpose of regulating certain aspects of the Stockholders' relationships with one another and with the Company.
C. Certain parties to the Existing Agreement desire to amend the Existing Agreement in the manner set forth herein.
D. Pursuant to 6.2(c) of the Existing Agreement, the amendments to the Existing Agreement set forth herein require the
consent of the Company, the JWC Representative and the Halifax Representative to become effective and binding on all of the
parties to the Existing Agreement.