Exhibit
10.29


 


 


INVESTOR
RIGHTS AGREEMENT


 


 


DATED
AS OF AUGUST 18, 2006


 


 


BY
AND AMONG


 






 


ONCURE
HOLDINGS, INC.


 


 


AND


 


 


THE
STOCKHOLDERS NAMED HEREIN


 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  Section 1.

  	
  Definitions

  	
  7

  
	
  Section 2.

  	
  General Restrictions on Transfer of Capital Stock and Other General
  Provisions

  	
  12

  
	
  2.1

  	
  Transfer of Capital Stock

  	
  12

  
	
  2.2

  	
  Restrictions on Transfer

  	
  14

  
	
  2.3

  	
  Agreement to be Bound

  	
  14

  
	
  2.4

  	
  Legends

  	
  14

  
	
  2.5

  	
  Termination

  	
  16

  
	
  Section 3.

  	
  Bring-Along Rights

  	
  16

  
	
  3.1

  	
  Bring-Along Right

  	
  16

  
	
  3.2

  	
  Conditions

  	
  17

  
	
  3.3

  	
  Terms of Bring-Along

  	
  17

  
	
  3.4

  	
  Pro Rata Portion

  	
  18

  
	
  3.5

  	
  Exclusions

  	
  18

  
	
  3.6

  	
  Termination

  	
  18

  
	
  Section 4.

  	
  Right of First Refusal

  	
  18

  
	
  4.1

  	
  Transfer Notice

  	
  18

  
	
  4.2

  	
  Company Right

  	
  18

  
	
  4.3

  	
  Genstar Parties’ and Other Stockholders’ Right

  	
  18

  
	
  4.4

  	
  Valuation of Property

  	
  19

  
	
  4.5

  	
  Failure to Exercise Right of First Refusal; Additional Transfers

  	
  20

  
	
  4.6

  	
  Exclusions

  	
  20

  
	
  4.7

  	
  Termination

  	
  20

  
	
  Section 5.

  	
  Tag-Along Rights

  	
  20

  
	
  5.1

  	
  Tag-Along Right

  	
  20

  
	
  5.2

  	
  Extent of Right to Participate

  	
  20

  
	
  5.3

  	
  Type of Interests

  	
  21

  
	
  5.4

  	
  Terms of Tag-Along

  	
  21

  
	
  5.5

  	
  Failure to Exercise Tag-Along Right; Additional Transfers

  	
  21

  
	
  5.6

  	
  Exclusions

  	
  21

  
	
  5.7

  	
  Termination

  	
  22

  
	
  Section 6.

  	
  Preemptive Rights

  	
  22

  
	
  6.1

  	
  Grant of Right

  	
  22

  
	
  6.2

  	
  Issuance of New Securities

  	
  22

  
	
  6.3

  	
  Exercise of Right

  	
  22

  
	
  6.4

  	
  Right Not Exercised

  	
  22

  
	
  6.5

  	
  New Securities

  	
  23

  
	
  6.6

  	
  Pro Rata Portion

  	
  23

  
	
  6.7

  	
  Termination

  	
  23

  



 


2

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  Section 7.

  	
  Covenants of the Company

  	
  23

  
	
  7.1

  	
  Financial Reports

  	
  23

  
	
  7.2

  	
  Additional Information; Board Observer Rights

  	
  24

  
	
  7.3

  	
  Confidentiality

  	
  17

  



 


3

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  Section 8.

  	
  Registration Rights

  	
  26

  
	
  8.1

  	
  Demand registration

  	
  26

  
	
  8.2

  	
  Form S-3 Registration Statement

  	
   

  
	
  8.3

  	
  Piggyback Registrations

  	
  28

  
	
  8.4

  	
  Underwriters, priority, hold-back and certain other matters

  	
  29

  
	
  8.5

  	
  Registration Procedures

  	
  31

  
	
  8.6

  	
  Registration Expenses

  	
  36

  
	
  8.7

  	
  Indemnification

  	
  37

  
	
  8.8

  	
  Rule 144

  	
  39

  
	
  8.9

  	
  Assignment of Registration Rights

  	
  39

  
	
  Section 9.

  	
  Management of the Company; Board of Directors; Approval Rights

  	
  39

  
	
  9.1

  	
  Board of Directors

  	
  39

  
	
  9.2

  	
  Fees and Expenses

  	
  41

  
	
  9.3

  	
  Special Approval Rights of the Genstar Significant Stockholders

  	
  41

  
	
  Section 10.

  	
  Representations and Warranties

  	
  41

  
	
  10.1

  	
  By the Stockholders

  	
  41

  
	
  10.2

  	
  By the Company

  	
  42

  
	
  10.3

  	
  By FROG

  	
  42

  
	
  Section 11.

  	
  Miscellaneous

  	
  43

  
	
  11.1

  	
  Dividends, Splits, Other Recapitalizations, Etc.

  	
  43

  
	
  11.2

  	
  No Assignments; Binding Effect

  	
  43

  
	
  11.3

  	
  Amendments

  	
  43

  
	
  11.4

  	
  Notices

  	
  44

  
	
  11.5

  	
  Governing Law

  	
  44

  
	
  11.6

  	
  Dispute Resolution; Venue

  	
  44

  
	
  11.7

  	
  Remedies

  	
  45

  
	
  11.8

  	
  Cumulative Remedies

  	
  45

  
	
  11.9

  	
  Invalidity

  	
  45

  
	
  11.10

  	
  Interpretation

  	
  45

  
	
  11.11

  	
  No Third Party Beneficiaries

  	
  46

  
	
  11.12

  	
  Independent Legal Advice

  	
  46

  



 


4

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  11.13

  	
  Multiple Counterparts

  	
  46

  



 


5














 


INVESTOR
RIGHTS AGREEMENT


 


This Investor Rights Agreement (this “Agreement”)
is entered into as of August 18, 2006 by and among OnCure Holdings, Inc.,
a Delaware corporation (the “Company”), Genstar Capital Partners IV,
L.P., a Delaware limited partnership (“Genstar IV”), Stargen IV, L.P., a
Delaware limited partnership (“Stargen IV” and, together with Genstar
IV, the “Genstar Parties”), each of the Person(s) identified as an “Additional
Investor” on Schedule A hereto (the “Additional Investors”) and
Florida Radiation Oncology Group, Florida general partnership (“FROG”). The
stockholders identified on Schedule A hereto and any other Person (as
defined below) who becomes a stockholder of the Company after the date hereof
and executes a counterpart to this Agreement are collectively referred to as
the “Stockholders” and individually as a “Stockholder.”


 


RECITALS


 


WHEREAS, pursuant to the
Amended and Restated Certificate of Incorporation of the Company (the “Certificate”),
the Company is authorized to issue up to an aggregate of 50 million shares
of Common Stock (as defined below) and one million shares of Preferred Stock
(as defined below);


 


WHEREAS, on or prior to the date hereof, the Company
has issued shares of Common Stock and Preferred Stock to the Genstar Parties,
and Common Stock to certain Additional Investor in an amount set forth on Schedule
A hereto pursuant to that certain Genstar Subscription Agreement, dated as
of August 18, 2006, by and among the Company, the Genstar Parties, and
such Additional Investors (the “Genstar Subscription Agreement”);


 


WHEREAS, the execution and delivery of this
Agreement (the “Closing”) is a condition to the closing of the
transactions contemplated by the Genstar Subscription Agreement;


 


WHEREAS, on or prior to the date hereof, the Company
has issued shares of Common Stock to Ares Capital Corporation (“Ares”) and
Caisse de depOt et placement du Quebec (“CDPQ”)  in an amount set
forth on Schedule A hereto pursuant to that certain Investor
Subscription Agreement, dated as of August 18, 2006, by and among the
Company, Ares and CDPQ (the “Investor Subscription Agreement”);


 


WHEREAS, the execution and delivery of this
Agreement by the Company and the parties hereto is a condition to the closing
of the Investor Subscription Agreement;


 


WHEREAS, on or prior to the date hereof, the Company
has issued the number of shares of Common Stock or options to purchase shares
of Common Stock to certain Additional Investors in an amount set forth on Schedule
A hereto; and


 


WHEREAS, the Stockholders desire to make
arrangements among themselves with respect to certain matters relating to the
Company, including the management of the Company and the imposition of certain
restrictions on and obligations with respect to the Transfer (as defined below)
of the shares of Common Stock of the Company now owned or


 


6

















 


hereafter acquired by the Stockholders and such other matters as are
addressed herein, all upon the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:


 


Section 1. Definitions. As used in this
Agreement, the following capitalized terms shall have the following meanings:


 


“Additional Investors” shall have the
meaning set forth in the preamble.


 


“Affiliate” means, with respect to a
Stockholder, any other Person that, directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
such Stockholder. For purpose of the foregoing, “controls,” “controlling,” “controlled
by” and “under common control with” means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract, or
otherwise.


 


“Agreement” shall have the meaning set forth in the preamble. “Ares”
shall have the meaning set forth in the recitals. “Board” means the
Board of Directors of the Company.


 


“Capital Stock” means (i) any Common
Stock or Preferred Stock, (ii) any Warrants, (iii) any Common Stock
issued or issuable directly or indirectly upon exercise of Warrants or
conversion of Preferred Stock, (iv) any other equity security that may be
issued from time to time by the Company and (v) any equity security issued
or issuable with respect to the securities referred to in clauses (i), (ii), (iii) and
(iv) above by way of any dividend, split or the like, or in connection
with a combination of shares, recapitalization, merger, consolidation, exchange
or other reorganization.


 


“CDPQ” shall have the meaning set forth in the recitals. “Certificate”
shall have the meaning set forth in the recitals. “Closing” shall
have the meaning set forth in the recitals.


 


“Common Stock” shall mean any shares
(whether voting or non-voting) of any class of common stock of the Company now
or hereafter authorized.


 


“Company” shall have the meaning set
forth in the preamble.


 


“Competitor” means the business of, or
Person that is engaged in the business of, or any business activity that is the
same as or similar to, or competitive (directly or indirectly) with the
business of, providing radiation therapy, medical oncology and related oncology


 


7

















 


services and providing physician practice management services for
medical and radiation oncologists engaged in by the Company, its Subsidiaries
and/or their respective Affiliates.


 


“Demand Notice” shall have the meaning set
forth in Section 8.1(i). “Demand Registration” shall have the
meaning set forth in Section 8.1(i).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time.


 


“Family Group” means as to any natural
Person, his or her current spouse, parents, parents-in-law, grandparents,
children, siblings, and grandchildren, whether by marriage, birth or adoption,
and any trust or estate, all of the beneficiaries of which consist of such
Person or members of such Person’s Family Group.


 


“FROG” shall have the meaning set
forth in the preamble.


 


“FROG Designee” shall have the meaning set
forth in Section 9.1(i)(a).


 


“Fully Electing Stockholder” shall have the
meaning set forth in (i) Section 4.3 with respect to Section 4
only, and (ii) Section 6.2 with respect to Section 6 only.


 


“Genstar Approved Sale” shall have the
meaning set forth in Section 3.1. “Genstar Designees” shall have
the meaning set forth in Section 9.1. “Genstar IV” shall have the
meaning set forth in the preamble.


 


“Genstar Parties” shall have the meaning set
forth in the preamble, and also shall include any Transferee of a Genstar Party
who agrees to be bound by the terms of this Agreement pursuant to Section 2.3.


 


“Genstar Significant Stockholder” means each
Genstar Party and any Affiliate of a Genstar Party that holds Capital Stock
(other than the Company), so long as the Genstar Parties and all such
Affiliates hold, directly or indirectly, an aggregate of at least five percent
(5%) of the total amount of Capital Stock then outstanding.


 


“Genstar Subscription Agreement” shall have the
meaning set forth in the recitals.


 


“Holder” means the Stockholders and
any Person to whom registration rights have been assigned pursuant to Section 8.9.


 


“Investor Subscription Agreement” shall have the
meaning set forth in the recitals.


 


8

















 


“NASD” means the National Association of Securities Dealers, Inc.
“New Issuance Notice” shall have the meaning set forth in Section 6.2.


 


9

















 


“New Securities” shall have the meaning set
forth in Section 6.5. 


 


“Offered Shares” shall have the meaning set
forth in Section 4.1. 


 


“Participant” shall have the meaning set
forth in Section 5.1.


 


“Parties” means the Company, the
Genstar Parties and any other Stockholder. 


 


“Permitted Transfer” shall have the meaning set
forth in Section 2.1. 


 


“Permitted Transferee” shall have the
meaning set forth in Section 2.1.


 


“Person” means an individual, a
partnership, limited partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, a joint venture, a business or
charitable organization, an unincorporated organization, a governmental entity
or any department, agency or political subdivision thereof or any other legal
entity of any kind.


 


“Piggyback Notice” shall have the meaning set
forth in Section 8.3(i). 


 


“Piggyback Registration” shall have the
meaning set forth in Section 8.3(i).


 


“Preferred Stock” shall mean any shares of the
Company’s Series A preferred stock, par value $0.001 per share.


 


“Pro Rata Portion” shall have the meanings set
forth in (i) Section 3.4 with respect to Section 3 only, (ii) Section 4.3
with respect to Section 4 only, (iii) Section 5.2(iii) with
respect to Section 5 only and (iv) Section 6.6 with respect to Section 6
only.


 


“Prospectus” means the prospectus
included in any Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by such Registration Statement and by all
other amendments and supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such prospectus.


 


“Public Offering” means the issuance and sale
of equity securities of the Company to the public pursuant to a registration
statement under the Securities Act which has been declared effective by the
SEC.


 


“Qualified Public Offering” means a firmly
underwritten Public Offering (which may be the initial Public Offering) as a
result of which the common equity of the Company shall have an aggregate value,
based on the price of such securities offered to the public, of at least
$150,000,000; provided, however, that the term “Qualified Public
Offering” shall not include any Public Offering (i) relating to any
Capital Stock or other rights to acquire any such Capital Stock issued or
granted or to be issued or granted primarily to directors, officers or
employees of the Company, (ii) filed pursuant to Rule 145 under the
Securities Act or any successor or similar provision, (iii) relating to
any employee benefit plan or interests therein or (iv) relating solely to
any shares of debt securities of the Company.


 


10

















 


“Registrable Securities” means all
Common Stock issued or issuable by the Company (including all Common Stock issuable
upon conversion of any Preferred Stock), and any securities of the Company that
may be issued or distributed with respect to, or in exchange or substitution
for, or conversion of, any such Common Stock in connection with a stock
dividend, stock split or other distribution, merger, consolidation,
recapitalization or reclassification or otherwise; provided, however, that
any Registrable Securities shall cease to be Registrable Securities when (i) a
Registration Statement with respect to the sale of such Registrable Securities
has been declared effective under the Securities Act and such Registrable
Securities have been disposed of in accordance with the plan of distribution
set forth in such Registration Statement, (ii) such Registrable Securities
are distributed pursuant to Rule 144 (or any similar provision then in
force) under the Securities Act or (iii) such Registrable Securities shall
have been otherwise transferred to a Person other than a Holder.


 


“Registration” means a Demand Registration
or a Piggyback Registration. 


 


“Registration Expense” shall have the
meaning set forth in Section 8.6.


 


“Registration Statement” means any
registration statement of the Company which covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such Registration Statement,
including post effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.


 


“Requesting Party” shall have the meaning set
forth in Section 8.1(i). 


 


“SEC” means the Securities and Exchange Commission.


 


“Securities Act” means the Securities Act of
1933, as amended from time to time.


 


“Significant Stockholder” means (i) CDPQ
for so long as CDPQ holds at least a majority of the Common Stock initially
acquired by it (subject to adjustments for stock splits, combinations and
similar events), (ii) Ares for so long as Ares holds at least a majority
of the Common Stock initially acquired by it (subject to adjustments for stock
splits, combinations and similar events), (iii) any Genstar Significant
Stockholder, and (iv) any Stockholder (including any Affiliate of such
Stockholder that holds Capital Stock, other than the Company) that holds,
directly or indirectly at least ten (10)% of the total amount of Capital Stock
then outstanding.


 


“Stargen IV” shall have the meaning set
forth in the preamble. 


 


“Stockholders” shall have the meaning set
forth in the preamble.


 


“Stock Option Plan” shall mean a stock option
plan established by the Board pursuant to which the Board would be authorized
to issue stock options to employees and other eligible participants as
specified therein.


 


“Subsidiary” of a Person, shall mean any
other Person 50% or more of the voting stock (or of any other form of other
voting or controlling equity interest in the case of a Person


 


11

















 


that is not a corporation) of which is beneficially owned by such
Person (directly or indirectly through one or more Subsidiaries).


 


“Subsidiary Board” shall have the meaning set
forth in Section 7.2.


 


“Transfer” shall mean to, directly or
indirectly, (i) sell, transfer, assign, gift, pledge, hypothecate,
encumber or otherwise dispose of, (ii) issue, sell or grant any Warrant or
other right to do or cause to be done any of the foregoing, (iii) enter
into or grant any proxy with respect to any voting or similar arrangement
(whether with or without consideration and whether voluntarily or by operation
of law) or (iv) any other transfer of beneficial ownership whether
voluntary or involuntary, including without limitation (i) as part of any
liquidation of assets or (ii) as part of any reorganization pursuant to
the United States or other bankruptcy laws or other similar debtor relief laws.
“Transferred” shall have the correlative meaning.


 


“Transfer Notice” shall have the meaning set
forth in Section 4.1. “Transferring Holder” shall have the meaning
set forth in Section 4.1.


 


“Underwritten Registration” or “Underwritten
Offering” means a sale of securities of the Company to an underwriter for
re-offering to the public.


 


“Warrants” means any warrants, options,
any securities of the Company or any Subsidiary of the Company which are
convertible into, or other contractual or purchase rights to acquire any,
Common Stock or other equity securities issued, issuable or to be issued by the
Company or any Subsidiary of the Company.


 


Section 2. General Restrictions on Transfer
of Capital Stock and Other General Provisions.


 


2.1                                   Transfer of
Capital Stock. Subject to this Section 2, no Holder shall
Transfer any of its Capital Stock at any time without the prior written consent
of the Board. Notwithstanding the restrictions set forth in the immediately
preceding sentence, but subject to Sections 2.2, 2.3 and 2.4, the following
Transfers are permitted without the consent of the Board: (i) any Transfer of
Capital Stock to the Company, provided that, any such Transfer by
Genstar Parties shall only be a Permitted Transfer (as defined below) if all
other Stockholders are provided with an opportunity to participate in such
Transfer on a pro rata basis according to the relative number of shares of
Capital Stock, on a fully diluted basis, held by the Genstar Parties and the
participating Stockholders and on the same terms and conditions as the Genstar
Parties, (ii) any Transfer of Capital Stock by any Stockholder who is a natural
Person to a member of such transferor’s Family Group, including pursuant to
applicable laws of descent and distribution, (iii) any Transfer of Capital
Stock pursuant to a Public Offering or pursuant to Rule 144 of the
Securities Act, (iv) any Transfer of Capital Stock to an Affiliate (for so
long as such Affiliate remains an Affiliate of the transferor), (v) any
Transfer of Capital Stock by the Genstar Parties as a distribution or other
Transfer to any of their respective Affiliates, partners or members pursuant to
the terms of the partnership, limited liability company or other applicable
agreement governing distributions or transfers between each such Genstar Party
and its respective Affiliate, (vi) any other Transfer completed in
compliance with Section 3 hereof, 


 


12

















 


(vii) any other Transfer completed in
compliance with Section 4 hereof, and (viii) any other


 


13

















 


Transfer completed in compliance with Section 5 hereof, each such
Transfer, a “Permitted Transfer” and each such transferee, a “Permitted
Transferee”), provided, however, that if any Capital Stock is Transferred
to an Affiliate and such Affiliate ceases to be an Affiliate of the transferor
at any time thereafter, then such transferor and such transferee shall be in
material breach of this Agreement with respect to all Capital Stock held by
either of them (provided, that such material breach may be cured by
Transferring such Capital Stock to an Affiliate of the transferor). Any attempt
to Transfer any Capital Stock not in compliance with this Agreement shall be
null and void and neither the Company nor any transfer agent shall give any
effect in the Company’s stock records to such attempted Transfer.


 


2.2                                  Restrictions on
Transfer. Notwithstanding any contrary provision in this
Agreement, any otherwise permitted Transfer to any Person shall be null and
void if:


 


(i)                                     such Transfer
may require the registration of such Transferred Capital Stock pursuant to any
applicable federal or state securities laws;


 


(ii)                                  such Transfer
may subject the Company to regulation under the Investment Company Act of 1940,
the Investment Advisers Act of 1940 or the Employee Retirement Income Security
Act of 1974, each as amended;


 


(iii)                                                                               such Transfer
may result in a violation of applicable laws;


 


(iv)                                                                              such Transfer
is made to any Person who lacks the legal right, power or capacity to own such
Capital Stock;


 


(v)                                                                                 such Transfer
is made by a Stockholder to a Competitor without the prior written consent of
the Board, which consent may be given or withheld in the Board’s sole and
absolute discretion; or


 


(vi)                              the Company does
not receive written instruments (including copies of any instruments of
Transfer and such Person’s consent to be bound by this Agreement) that are in a
form satisfactory to the Board (in its sole and absolute discretion).


 


2.3                                  Agreement to be
Bound. Any Transfer of Capital Stock by any holder thereof who is then a party
to this Agreement shall be subject to the condition that the transferee shall
agree in writing to be bound by the terms of this Agreement, and such
transferee shall execute and deliver to the Company and the other Parties a
counterpart of this Agreement.


 


2.4                                  Legends. Each agreement
or certificate (if any) evidencing any Capital Stock and each agreement or
certificate (if any) issued in exchange for or upon the transfer of any Capital
Stock shall be stamped or otherwise imprinted with legends in substantially the
following form:


 


“THE SALE, TRANSFER, HYPOTHECATION, NEGOTIATION, PLEDGE, 


 


14

















 


ASSIGNMENT, ENCUMBRANCE OR OTHER DISPOSITION OF THIS SHARE CERTIFICATE
AND THE SHARES OF STOCK REPRESENTED HEREBY


 


15














 


ARE RESTRICTED BY AND ARE SUBJECT TO ALL OF THE TERMS, CONDITIONS AND
PROVISIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT, DATED AS OF AUGUST 18, 2006,
BY AND AMONG THE COMPANY AND THE STOCKHOLDERS OF THE COMPANY PARTY THERETO, ‘WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY
STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS.”


 


2.5                                      Termination. Section 2.1
shall terminate upon the consummation of a Qualified Public Offering.


 


Section 3. Bring-Along Rights.


 


3.1                                      Bring-Along
Right. If the Genstar Parties propose the Transfer, and the Board approves
such Transfer, of Capital Stock equaling at least fifty (50)% of the Capital
Stock collectively held (directly or indirectly) by the Genstar Parties to a
purchaser that is not an Affiliate of any Genstar Party or the Company, in each
case by way of any sale of Capital Stock, merger, consolidation, business
combination, reorganization or recapitalization (each, a “Genstar Approved
Sale”), each other Stockholder shall, upon the request of such Genstar
Party (provided, that such request is made to each other Stockholder), (i) vote
for, consent to, raise no objections to, and take all actions required,
necessary or desirable in connection with the consummation of the Genstar
Approved Sale as reasonably requested by such Genstar Party; (ii) Transfer the
Pro Rata Portion of its Capital Stock being Transferred in such Genstar
Approved Sale on the same terms and conditions approved by the Board and
applicable to such Transfer by the Genstar Parties (including the payment of
the same consideration per share for each share of Capital Stock sold and as
otherwise provided in Section 3.2 below); and (iii) agree to become a party to
any proposed agreement for the sale of such shares and to execute any
agreement, certificate or other documents required to be executed in connection
with such sale. The Genstar Parties shall provide each Stockholder with written
notice at least ten (10) business days prior to the proposed date of
consummation of the Genstar Approved Sale, which notice shall describe in
reasonable detail the proposed Genstar Approved Sale, including the identity of
the proposed transferee, the amount (by class, series or type, as applicable)
of Capital Stock proposed to be Transferred to the transferee, the
consideration for each class, series or type of Capital Stock being
Transferred, any other material terms of the proposed Transfer and the date the
Genstar Approved Sale is proposed to be consummated. If such other Stockholders
fail to comply with the provisions of this Section 3.1, the Genstar Parties
shall be entitled to treat such failure as a breach of this Agreement for which
the Genstar Parties


 


16

















 


shall be entitled to specific performance and/or damages. If the
Genstar Parties have the option under the Purchase Agreement to elect the form
and amount of consideration to be received in connection with a Genstar
Approved Sale, all other Stockholders shall be given the same option.


 


3.2                                 Conditions. The obligations
of the Stockholders with respect to the Genstar Approved Sale are subject to
the conditions that, upon the consummation of the Genstar Approved Sale, each
Stockholder (in his, her or its capacity as a holder of Capital Stock) shall
have the right to receive the same terms and conditions with respect to each
separate class, series or type of Capital Stock and form of consideration with
respect to such Capital Stock as are received by the Genstar Parties, and no
Genstar Party or Affiliate of a Genstar Party shall receive any consideration
in the form of a closing fee, transaction fee, payment for non-competition
agreement or for services under a consulting agreement, or any similar
arrangement (other than payment of an Advisory Fee in connection with a
Disposition, as such terms are defined in the Advisory Services Agreement
between Genstar Capital, LLC and OnCURE Medical Corp., in an amount not to
exceed that payable with respect to such Disposition pursuant to the provisions
of such Advisory Services Agreement as in effect at Closing), unless such
consideration is apportioned among all of the Stockholders on a pro rata
ownership basis as though such consideration were for the purchase of each
share of Capital Stock to be sold in such Genstar Approved Sale.


 


3.3                                 Terms of
Bring-Along. Each selling Stockholder shall bear, and shall not
be required to bear more than, his, her or its proportional share (based upon
the consideration to be received for its Capital Stock to be Transferred) of
the costs of such Genstar Approved Sale to the extent such costs are incurred
for the benefit of all selling Stockholders and are not otherwise paid by the
Company or the acquiring party. Costs incurred by Stockholders on their own
behalf in connection with the Genstar Approved Sale will not be considered
costs of the Genstar Approved Sale and shall be borne entirely by such
Stockholders. Costs incurred by the Company and costs incurred by the Genstar
Parties for the collective benefit of all selling Stockholders, in connection
with the Genstar Approved Sale and not otherwise paid by the acquiring party
shall be borne by the Company. Each Stockholder participating in a Genstar
Approved Sale shall be obligated to join on a proportional share basis (based
on the consideration to be received for its Capital Stock to be Transferred) in
any indemnification or other obligations that are part of the terms and
conditions of the Genstar Approved Sale (other than any such obligations that
relate specifically to a particular Stockholder). Notwithstanding anything to
the contrary in the foregoing, (i) such Stockholder’s indemnification
obligations in connection with any Genstar Approved Sale shall be several (and
not joint and several) and no Stockholder shall be obligated to agree to
indemnify or hold harmless the transferees in an amount in excess of the net
proceeds paid or payable to such Stockholder in connection with the Genstar
Approved Sale, (ii) the representations and warranties to be given by a
Stockholder regarding such Stockholder shall be limited to representations and
warranties regarding such Stockholder’s title to and ownership of Capital
Stock, organization, authority and enforceability, conflicts with such
Stockholder’s organizational documents and material agreements and brokers and
finders retained by such Stockholder, and (iii) no Stockholder shall be
required in connection with the Genstar Approved Sale to agree to be subject to
any non-competition provisions or other provisions that restrict such
Stockholder’s ability to invest in any Person.


 


17

















 


3.4                                  Pro Rata
Portion. For purposes of this Section 3, “Pro Rata Portion”
shall mean, a portion of such Stockholder’s Capital Stock equal to the
product of (i) all of the Stockholder’s Capital Stock multiplied by (ii) a
fraction whose numerator is the total amount of Capital Stock being Transferred
by the Genstar Parties in such Genstar Approved Sale and whose denominator is
the total amount of Capital Stock then held (prior to giving effect to such
Genstar Approved Sale) by the Genstar Parties.


 


3.5                                  Exclusions. This Section 3
shall not apply to any Permitted Transfers (excluding clause (vi) of the definition
of Permitted Transfers),


 


3.6                                  Termination. This Section 3
shall terminate upon the consummation of a Qualified Public Offering.


 


Section 4. Right of First Refusal.


 


4.1                                  Transfer
Notice. Subject to Section 2, in the event that any Stockholder
proposes to effect a Transfer of Capital Stock (a “Transferring Holder”), the
Transferring Holder shall promptly give written notice (the “Transfer Notice”)
to the Company, the Genstar Parties and each other Stockholder at least
forty-five (45) days prior to the closing of such proposed Transfer; provided,
however, that this Section 4 shall not apply to a proposed Transfer of
Capital Stock by the Genstar Parties. The Transfer Notice shall describe in
reasonable detail the proposed Transfer including the identity of the proposed
transferee, the amount (by class, series or type, as applicable) of Capital
Stock proposed to be Transferred to the transferee (the “Offered Shares”), the
purchase price for each class, series or type of Capital Stock being
Transferred, any other material terms of the proposed Transfer and the date the
Transfer is proposed to be consummated.


 


4.2                                  Company Right. The Company
shall have an option for a period of ten (10) days from receipt of the Transfer
Notice to elect to purchase the Offered Shares at the same price and subject to
the same terms and conditions described in the Transfer Notice. The Company may
exercise such purchase option and, thereby, purchase all (or a portion of) the
Offered Shares by notifying the Transferring Holder in writing before
expiration of such ten (10) day period as to the number of Offered Shares which
it wishes to purchase. If the Company gives the Transferring Holder notice that
it desires to purchase Offered Shares, then payment for the Offered Shares
shall be by check or wire transfer, against delivery of the Offered Shares to
be purchased at a place agreed upon between the parties and at the time of the
scheduled closing therefor, which shall be no later than forty-five (45) days
after the Company’s receipt of the Transfer Notice, unless the Transfer Notice
contemplated a later closing with the prospective third party transferee(s) or
unless the value of the purchase price has not yet been established pursuant to
Section 4.4. If the Company fails to purchase all of the Offered Shares by
exercising the option granted in this Section 4.2 within the period provided,
the Offered Shares shall be subject to the option granted to the Genstar
Parties and the other Stockholders pursuant to this Agreement.


 


4.3                                           Genstar Parties’
and Other Stockholders’ Right. If the Company elects not to
exercise, or fails to exercise in a timely manner, the Company’s option to
purchase all of the Offered Shares pursuant to Section 4.2 within the ten (10)
day period from the


 


18

















 


Company’s receipt of the Transfer Notice, before the Transferring
Holder may sell the Offered Shares pursuant to the Transfer Notice, the Genstar
Parties and the other Stockholders shall have an option for a period of twenty
(20) days after the termination of the Company’s option period under Section
4.2 above, to elect to purchase such Stockholder’s Pro Rata Portion of any
Offered Shares which were not purchased by the Company at the same price and
subject to the same terms and conditions described in the Transfer Notice. The
Genstar Parties and the other Stockholders may exercise such purchase option
and, thereby, purchase all (or a portion of) such Stockholder’s Pro Rata
Portion of the remaining Offered Shares by notifying the Transferring Holder in
writing before expiration of such twenty (20) day period as to the number of
Offered Shares which such Genstar Party and the other Stockholders wish to
purchase. If any Stockholder does not elect to purchase all of his, her or its
Pro Rata Portion of such remaining Offered Shares, the remaining Stockholders
who have elected to purchase at least their Pro Rata Portion of such remaining
Offered Shares (each, a “Fully Electing Stockholder”) shall have an
additional five (5) days in which to notify the Company that they additionally
elect to purchase up to their Pro Rata Portion of the Offered Shares (or such
other number as the Fully Electing Stockholders may mutually agree upon) not
elected to be purchased by the non-Fully Electing Stockholders. If a Genstar
Party or other Stockholder gives the Transferring Holder notice that it desires
to purchase such remaining Offered Shares, then payment for such Offered Shares
shall be by check or wire transfer, against delivery of such Offered Shares to
be purchased at a place agreed upon between the parties and at the time of the
scheduled closing therefor, which shall be no later than forty-five (45) days
after the Genstar Parties’ and the other Stockholders’ receipt of the Transfer
Notice, unless the Transfer Notice contemplated a later closing with the
prospective third party transferee(s) or unless the value of the purchase price
has not yet been established pursuant to Section 4.4. As used in this Section
4.3, the term “Pro Rata Portion” shall mean, with respect to each
Stockholder, the product of (i) the Offered Shares multiplied by (ii) the
fraction whose numerator is the total amount of Capital Stock then held by such
Stockholder, and whose denominator is (y) the total amount of Capital Stock
then issued and outstanding less (z) the shares of Capital Stock held by the
Transferring Holder.


 


4.4                                   Valuation of
Property. Should the purchase price specified in the Transfer
Notice be payable in property other than cash or evidences of indebtedness, the
Company (or the Genstar Parties and any participating Stockholders) shall have
the right to pay the purchase price in the form of cash equal in amount to the
value of such property. If the Transferring Holder and the Company (or the
Genstar Parties) cannot agree on such cash value within ten (10) days after the
identity of the purchaser(s) of the Offered Shares is determined pursuant to
Sections 4.2 and 4.3, the valuation shall be made by an appraiser of recognized
standing selected by such Transferring Holder and the Company (or the Genstar
Parties) or, if they cannot agree on an appraiser within twenty (20) days after
the identity of the purchaser(s) of the Offered Shares is determined pursuant
to Sections 4.2 and 4.3, the Transferring Holder and the Company (or the
Genstar Parties) shall each select an appraiser of recognized standing and the
two appraisers shall designate a third appraiser of recognized standing, whose
appraisal shall be determinative of such value. Any participating Stockholder
agrees to be bound by, and will not object to, the appraisal as determined by
any appraiser selected in accordance with this Section 4.4. The cost of such
appraisal shall be shared equally by the Transferring Holder and the Company
(or the Genstar Parties and any other Stockholder who participates). If the
time for the closing of the Company’s purchase or the Genstar Parties’ and the
other Stockholders’ purchase would have passed (i.e., forty-five (45) days
after the receipt of the Transfer Notice) but


 


19

















 


for the determination of the value of the purchase price offered by the
prospective transferee(s), then such closing shall be held on or prior to the
fifth business day after such valuation shall have been made pursuant to this
subsection.


 


4.5                                    Failure to
Exercise Right of First Refusal; Additional Transfers. If the
Transferring Holder shall not have completed the Transfer of the Capital Stock
covered by the Transfer Notice within one-hundred eighty (180) days following
delivery to the Company of such Transfer Notice, then after such one-hundred
eighty (180) day period, any proposed Transfer of such Capital Stock by the
Transferring Holder shall again be subject to the right of first refusal set
forth in this Section 4 and shall require compliance by the Transferring Holder
with the procedures described in this Section 4.


 


4.6                                    Exclusions. The right of
first refusal granted under this Section 4 shall not apply to any Permitted
Transfer (excluding clause (vii) of the definition of Permitted Transfers).


 


4.7                                    Termination. This Section 4
shall terminate upon the consummation of a Qualified Public Offering.


 


Section 5. Tag-Along Rights.


 


5.1                                    Tag-Along
Right. Subject to Section 2 and to the extent the Company, the Genstar Parties
and the other Stockholders do not exercise their respective rights of refusal
under Section 4, then any Stockholder (excluding the Transferring Holder) may
elect to participate (each, a “Participant”) in any contemplated
Transfer by delivering irrevocable written notice to the Transferring Holder
within thirty (30) days after receipt of the Transfer Notice electing to
participate in such Transfer pursuant to this Section 5. Such notice shall set
forth, subject to Section 5.3, the amount of Capital Stock that such
Participant desires to sell in the contemplated Transfer.


 


5.2                                    Extent of Right
to Participate. Each Participant is entitled to participate in such
Transfer to the following extent:


 


(i)                                 Each
Participant (in his, her or its capacity as a holder of Capital Stock) shall
have the right to receive the same terms and conditions and the same price per
share with respect to the Capital Stock being Transferred as are being received
by the Transferring Holder.


 


(ii)                              With respect to
each Participant, such Participant may include in such Transfer an amount of
Capital Stock that would entitle the Participant to receive for such Capital
Stock up to such Participant’s Pro Rata Portion of the total consideration
proposed to be paid for such class, series or type of Capital Stock set forth
in the Transfer Notice, and the amount of Capital Stock otherwise being
Transferred by the Transferring Holder shall be correspondingly reduced. If a
Genstar Party is the Transferring Holder, the Transfer Notice shall be deemed
to set forth the sum of all Capital Stock then held by each Genstar Party
multiplied by a fraction whose numerator is the amount of Capital Stock being
Transferred by the Genstar Party, and whose


 


20

















 


denominator is the amount of all Capital Stock held
by the Genstar Parties then issued and outstanding.


 


(iii)                               For purposes of
this Section 5, “Pro Rata Portion” shall mean, with respect to each
Participant, the product of (i) the Offered Shares multiplied by (ii) the
fraction whose numerator is the total amount of Capital Stock held by such
Participant, and whose denominator is the total amount of Capital Stock then
issued and outstanding.


 


5.3                                Type of
Interests. The Transferring Holder shall use commercially reasonable
efforts to obtain the agreement of the prospective transferee(s) set forth in
the Transfer Notice to the participation of the Participants in any
contemplated Transfer. In the event a prospective transferee is unwilling to
purchase Capital Stock directly from such Participant, the Transferring Holder
will purchase such Capital Stock simultaneously with the closing of the sale of
the Offered Shares by the Transferring Holder.


 


5.4                                Terms of
Tag-Along. The Transferring Holder and each Participant shall
bear, and shall not be required to bear more than, his, her or its proportional
share (based upon the consideration to be received for its Capital Stock to be
Transferred) of the costs of such Transfer to the extent such costs are
incurred for the collective benefit of the Transferring Holder and all
Participants and are not otherwise paid by the Company or the acquiring party.
Costs incurred by the Transferring Holder or a Participant on its own behalf
will not be considered costs of the Transfer and shall be borne entirely by
such Persons. Costs incurred by the Company shall be borne by the Company
except as otherwise agreed by the Company and the applicable Stockholders. The
Transferring Holder and each Participant shall be obligated to join on a
proportional share basis (based on the consideration to be received for its
Capital Stock to be Transferred) in any indemnification or other obligations
that are part of the terms and conditions of such Transfer (other than any such
obligations that relate specifically to the Transferring Holder or a
Participant, such as indemnification with respect to representations and
warranties given by the Transferring Holder or a Participant regarding such
Person’s title to and ownership of Capital Stock, organization, authority and
enforceability). Notwithstanding the foregoing, neither the Transferring Holder
nor any Participant shall be obligated in connection with such Transfer to
agree (a) to indemnify or hold harmless the transferees in an amount in excess of
the net proceeds paid or payable to the Transferring Holder or such Participant
in connection with such Transfer or (b) to be subject to any non-competition or
other provision that restrict such Stockholder’s ability to invest in any
Person.


 


5.5                                Failure to
Exercise Tag-Along Right; Additional Transfers. If the Transferring Holder
shall not have completed the Transfer of the Capital Stock covered by the
Transfer Notice within one-hundred eighty (180) days following delivery to the
Company of such Transfer Notice, then after such one-hundred eighty (180) day
period, any proposed Transfer of such Capital Stock by the Transferring Holder
shall again be subject to the tag-along rights set forth in this Section 5 and
shall require compliance by the Transferring Holder with the procedures
described in this Section 5.


 


5.6                                Exclusions. The tag-along
rights granted under this Section 5 shall not apply to (i) any Permitted
Transfer (excluding clause (viii) of the definition of Permitted


 


21

















 


Transfers) and (ii) any transfer of Capital Stock by any Genstar Party,
up to an aggregate of $5,000,000 based on the issuance price thereof pursuant
to the Genstar Subscription Agreement, that is completed within ninety (90)
days of the date hereof by any Genstar Party to members of such Genstar Party’s
strategic advisory committee or to the chief executive officers of such Genstar
Party’s portfolio companies.


 


5.7                                  Termination. This Section 5
shall terminate upon the consummation of a Qualified Public Offering.


 


Section 6. Preemptive Rights


 


6.1                                  Grant of Right.
Subject to the terms and conditions contained in this Section 6, the
Company hereby grants to each Stockholder the right to purchase such
Stockholder’s Pro Rata Portion of any New Securities that the Company or any
Subsidiary of the Company may, from time to time, propose to sell and issue.


 


6.2                                  Issuance of New
Securities. In the event the Company or any Subsidiary of the
Company proposes to undertake an issuance of New Securities (as defined in
Section 6.5), the Company shall give each Stockholder written notice of the
intention of the Company or such Subsidiary (“New Issuance Notice”), describing
the type of New Securities and the price and terms upon which the Company or
such Subsidiary proposes to issue the same. Each Stockholder shall have
twenty-five (25) days from the date of receipt of any such New Issuance Notice
to agree to purchase up to such Stockholder’s Pro Rata Portion of such New
Securities for the price and upon the terms specified in the New Issuance
Notice by giving written notice to the Company and stating therein the quantity
of New Securities to be purchased. If any Stockholder does not elect to
purchase all of its Pro Rata Portion of such New Securities, the remaining
Stockholders who have elected to purchase at least their Pro Rata Portion of
such New Securities (each, a “Fully Electing Stockholder”) shall have an
additional five (5) days in which to notify the Company that they additionally
elect to purchase up to their Pro Rata Portion of the New Securities (or such
other number as the Fully Electing Stockholders may mutually agree upon) not
elected to be purchased by the remaining Stockholders.


 


6.3                                  Exercise of
Right. If any Stockholder exercises its preemptive rights pursuant to Section
6.2, the closing of the purchase of the New Securities elected to be purchased
by such Stockholder shall take place within sixty (60) days after the
Stockholder gives notice of such exercise, which period of time shall be extended
in order to comply with applicable laws and regulations. Upon exercise of such
preemptive rights, the Company or a Subsidiary of the Company, as the case may
be, and such Stockholder shall be legally obligated to consummate the purchase
contemplated thereby and shall use all commercially reasonable efforts to
secure any approvals required in connection therewith.


 


6.4                                  Right Not
Exercised. In the event a Stockholder fails to exercise its
preemptive rights pursuant to Section 6.2 within such twenty-five (25) day
period, the Company or a Subsidiary of the Coihpany, as the case may be, shall
have sixty (60) days thereafter to consummate the sale of such New Securities
not elected to be purchased by the Stockholders at the price and upon terms no
more favorable to the purchasers of such New Securities than specified in the
New Issuance Notice. In the event the Company or such


 


22

















 


Subsidiary has not sold the New Securities within such sixty (60) day
period, the Company or such Subsidiary shall not thereafter issue or sell any
New Securities without first again complying with this Section 6.


 


6.5                                   New Securities.
“New Securities” means any Capital Stock or other equity securities
of the Company or any Subsidiary of the Company, and any Warrants or other
rights which are convertible into shares of, or exercisable or exchangeable
for, such Capital Stock or other equity securities of the Company or any
Subsidiary of the Company, but shall not include: (i) any issuance upon
conversion or exercise of any Warrants (provided that the original
issuance of such Warrants shall be subject to this Section 6), (ii) any
securities issued as part of a split, dividend, distribution or
recapitalization in which all similarly situated Stockholders or stockholders
of any Subsidiary of the Company are treated in a similar manner, (iii) any
securities issued or to be issued by the Company or any Subsidiary of the
Company in any Public Offering, (iv) any securities or Warrants issued or to be
issued to the Board members, managers, directors, officers, employees,
consultants or advisors of the Company or any Subsidiary of the Company
pursuant to a benefit plan or similar arrangement or as a compensatory benefit
or other inducement to hire a Board member, manager, director, officer,
employee, consultant or advisor of the Company or any Subsidiary of the
Company, including pursuant to the Stock Option Plan, provided that such
issuances are approved by the Board, (v) securities issued to customers,
suppliers or lenders of the Company or any Subsidiary of the Company who are
not Affiliates of the Company as an
inducement to enter into a bona fide business transaction, provided that
such issuances are approved by the Board and (vi) securities issued as
consideration in connection with mergers, acquisitions of securities or assets
by the Company or any of its Subsidiaries or other business combination
transactions involving the Company or its Subsidiaries, provided that
such issuances are approved by the Board.


 


6.6                                   Pro Rata
Portion. As used in this Section 6, the term “Pro Rata Portion”
shall mean, with respect to each Stockholder, the product of (i) the New
Securities multiplied by (ii) the fraction whose numerator is the total amount
of Capital Stock then held by such Stockholder, and whose denominator is the
total amount of Capital Stock then issued and outstanding.


 


6.7                                   Termination. This Section 6
shall terminate upon the consummation of a Qualified Public Offering.


 


Section 7. Covenants of the Company.


 


7.1                                   Financial
Reports. The Company shall deliver the following reports to
each Significant Stockholder:


 


(i)                                      As soon as
practical and in any event within forty-five (45) days after the end of each
month (including the last month of the fiscal year of the Company), a
consolidated balance sheet of the Company and its Subsidiaries (only those
Subsidiaries whose account would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of such
date) at the end of such month and the related consolidated statements of
operations and, at the end of each fiscal quarter only, cash flows for such
month, and for the portion of the fiscal year


 


23

















 


ended at the end of such fiscal quarter, prepared in accordance with
generally accepted accounting principles, consistently applied, subject to
changes resulting from audit and normal year-end adjustments and the absence of
footnote disclosures;


 


(ii)                                  As soon as
practical and in any event within (a) one hundred twenty (120) days after the
end of the fiscal year ending December 31, 2006 and (b) ninety (90) days after
the end of each fiscal year of the Company thereafter, the audited consolidated
balance sheets of Company and the Subsidiaries of the Company as at the end of
such fiscal year and the related consolidated statements of income,
stockholders’ equity and cash flows of Company and the Subsidiaries of the
Company for such fiscal year, all in reasonable detail, prepared in accordance
with generally accepted accounting principles, consistently applied, and
including any applicable report of auditors; and


 


(iii)                               No later than
45 days after the first day of each fiscal year of the Company, a budget in
form customarily prepared by the Company (including budgeted statements of
income, sources and uses of cash and balance sheets) prepared by the Company
for each month of such fiscal year prepared in detail, with appropriate
presentation and discussion of the principal assumptions upon which such
budgets are based, accompanied by the statement of a financial officer of the
Company to the effect that the budget of the Company is a reasonable estimate
for the period covered thereby.


 


7.2                                                                                Additional
Information; Board Observer Rights.


 


(i)                                 The Company
agrees to permit any authorized representatives designated by any Significant
Stockholder at its expense to visit and inspect any of the properties of the
Company and the Subsidiaries of the Company and to inspect, copy and take
extracts from its and their books and records, including its and their
financial and accounting records and other data (including properties), and to
consult and discuss with its and their officers regarding its and their
affairs, finances, accounts and significant business issues, including
operating plans, all upon reasonable notice and at such reasonable times during
normal business hours and as often as may reasonably be requested.


 


(ii)                              The Company
agrees to permit one person who is designated by a Significant Stockholder to
attend all meetings of the Company’s Board and the board of directors of each
of the Company’s Subsidiaries (each, a “Subsidiary  Board”) (and any meetings of any
committee of the Board or any Subsidiary Board) and participate in discussions,
if desired, in a non-voting observer capacity, and the Company shall send to
such person copies of all materials sent by the Company or any such Subsidiary
to the Board or any Subsidiary Board, including copies of all proposed written
consents and other actions proposed to be taken by the Board or such Subsidiary
Board, in each case, at such time as such materials are provided to the members
of the Board or any Subsidiary Board, as applicable; provided that the
Company shall have the right to exclude such person from executive sessions or
from participating in portions of meetings or receiving materials where such
participation or receipt would be a violation of applicable law, it being
understood that the Company shall enter into confidentiality


 


24

















 


agreements with such observer if requested by such observer and if such
confidentiality agreement would cure any such violation; and provided further
that such representative agrees to confidentiality provisions reasonably
acceptable to the Company.


 


(iii)                                         During any
period of time in which there is no Genstar Significant Stockholder, but in
which a Genstar Party continues to own shares of Capital Stock, (A) the Company
shall send to a Person designated by each such Genstar Party copies of all
materials sent by the Company or any such Subsidiary to the Board or any
Subsidiary Board, including copies of all proposed written consents and other
actions proposed to be taken by the Board or such Subsidiary Board, in each
case, at such time as such materials are provided to the members of the Board
or any Subsidiary Board, as applicable, (B) each such Genstar Party shall have
the right to designate and send a representative to attend all meetings of the
Board or any Subsidiary Board (and any meetings of any committee of the Board
or any Subsidiary Board), and participate in discussions, if desired, in a
non-voting observer capacity, provided that the Company or any such
Subsidiary shall have the right to exclude such Person from executive sessions
or from participating in portions of meetings or receiving materials where such
participation or receipt would be a violation of applicable law, it being
understood that the Company shall enter into confidentiality agreements with
such observer if requested by such observer and if such confidentiality
agreement would cure any such violation; and provided further that such
representative agrees to confidentiality provisions reasonably acceptable to
the Company, and (C) the Company agrees to permit any authorized
representatives designated by each such Genstar Party to meet with, consult and
discuss with senior management of the Company and its Subsidiaries regarding
the affairs, finances, accounts and significant business issues, including
operating plans, of the Company and its Subsidiaries all upon reasonable notice
and at such reasonable times during normal business hours and as often as may
reasonably be requested.


 


7.3                                    Confidentiality.
All information disclosed by the Company to any Stockholder (or to a
Genstar Designee or a designee pursuant to clauses (ii) or (iii) of Section
7.2) pursuant to Sections 7.1 and 7.2 or otherwise shall be confidential
information of the Company (other than information which is publicly available
not pursuant to a breach of this Section 7.3) and, unless as otherwise provided
in this Agreement or consented by the Board in writing in advance, shall not be
used by the recipients thereof for any purpose other than to monitor and manage
their equity interests in the Company (or in the case of a Genstar Designee to
fulfill his or her duties as a director), and shall not be disclosed to any
third party other than (i) employees, accountants and attorneys of such
recipient to the extent that they are bound by similarly restrictive
confidentiality obligations with respect to such information or (ii) as otherwise permitted pursuant to any
other written agreement by and between the Company and the recipient of such
confidential information. The obligations of the parties hereunder shall not
apply to the extent that the disclosure of information otherwise determined to
be confidential is required by applicable law, regulations, subpoena, civil
investigative demand or other process or compulsion, provided that: (x)
prior to disclosing such confidential information, a party shall notify the
Company thereof, which notice shall include the basis upon which such party
believes the information is required to be disclosed; and (y) such party shall,
if requested by the Company and at the sole cost and expense of the Company,
provide reasonable cooperation with the Company to protect the continued
confidentiality thereof. The provisions of this Section 7.3


 


17

















 


shall survive for a period of three (3) years following, as applicable:
(i) a Party ceasing to be a Party to this Agreement for any reason, (ii) a
designee of the Genstar Parties or a Genstar Designee ceasing to be a director
or observer, and (iii) the dissolution and/or termination of the Company.


 


Section 8. Registration Rights.


 


8.1                                                                                Demand
registration.


 


(i)                                 Right to
Demand. On the terms and subject to the provisions of this
Section 8, including the limitations set forth in Section 8.1(v), at any time
and from time to time commencing after the date hereof, the Genstar Parties
holding a majority of the Registrable Securities then held by all Genstar
Parties (each Genstar Party who makes such a request, a “Requesting Party”),
subject to the limitations set forth below, may make a written request to
the Company for registration under and in accordance with the Securities Act
(which request may require that such registration be underwritten) of all or
part of the Registrable Securities held by the Requesting Party (a “Demand
Registration”), provided that the value of the Registrable Securities
subject to such Requesting Party’s Demand Registration have an aggregate value
of not less than $10,000,000. Promptly upon receipt of any such request (but in
no event more than ten (10) business days thereafter), the Company will deliver
written notice (the “Demand Notice”) of such registration request to all
other Holders, and, subject to the terms of this Agreement, the Company will
include in such Demand Registration all Registrable Securities of any Holder
with respect to which the Company has received written requests for inclusion
therein within ten (10) business days after the Demand Notice has been given to
the applicable Holder. All requests or responses to Demand Notices made
pursuant to this Section 8.1 will specify the aggregate amount of Registrable
Securities to be registered and will also specify the intended methods of
disposition thereof.


 


(ii)                              Company’s Right
to Defer Registration. If the Company is requested to effect a
Demand Registration and the Company furnishes to the Requesting Party a
certified copy of a resolution of the Board stating that in the good faith
determination of the Board such Demand Registration would materially interfere
with any pending material financing, acquisition or corporate reorganization or
other material corporate development involving the Company or any of the
Subsidiaries of the Company or would require premature disclosure thereof, the
Company shall have the right to defer such filing for a period of not more than
one hundred twenty (120) days after receipt of the request for such
registration from the Requesting Party; provided that, in such event,
the Company may postpone a Demand Registration pursuant hereto only once in any
365-day period. If the Company shall so postpone the filing of a Demand
Registration and if the Requesting Party within thirty (30) days after receipt
of the notice of postponement advises the Company in writing that the
Requesting Party has determined to withdraw such request for registration, then
such Demand Registration shall be deemed to be withdrawn and such request shall
be deemed not to have been exercised.


 


26














 


(iii)                               Registration
Statement Form. Registrations under this Section 8.1 shall be
on such appropriate registration form of the SEC (a) as shall be selected
by the Company and as shall be reasonably acceptable to the Requesting Party
and (b) as shall permit the disposition of such Registrable Securities in
accordance with the intended method or methods of disposition specified in the
Requesting Party’s request for such registration.


 


(iv)                              Expenses. The Company
will pay all Registration Expenses in connection with each Demand Registration
of Registrable Securities pursuant to this Section 8.1.


 


(v)                                 Effective
Registration Statement. The Company shall be deemed to have effected
a Demand Registration if (a) the Registration Statement relating to such
Demand Registration is declared effective by the SEC; provided, however, that
no Demand Registration shall be deemed to have been effected if (x) such
registration, after it has become effective, is interfered with by any stop
order, injunction or other order or requirement of the SEC or other
governmental agency or court by reason of an act or omission by the Company or (y) the
conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such registration are not satisfied
because of an act or omission by the Company or (b) at any time after the
Requesting Party requests a Demand Registration and prior to the effectiveness
of the Registration Statement, the preparation of such Registration Statement
is discontinued or such Registration Statement is withdrawn or abandoned at the
request of the Requesting Party, unless the Requesting Party has paid to the
Company in full the Registration Expenses in connection with such Registration
Statement.


 


(vi)                              Limitations. The Company
shall not be obligated to effect more than an aggregate of six (6) Demand
Registrations pursuant to Section 8.1 and Section 8.2 on behalf of
the Genstar Parties.


 


8.2                                 Form S-3
Registration Statement. On the terms and subject to the conditions of
this Section 8, including the limitations set forth in Section 8.1(v),
in case the Company shall receive from a Requesting Party a written request or
requests that the Company effect a registration on Form S-3 or any
successor form and any related qualification or compliance with respect to all
or a part of the Registrable Securities held by such Requesting Party, then the
Company will:


 


(i)                                     promptly give
written notice of the proposed registration, and any related qualification or
compliance, to all other Holders; and


 


(ii)                                  as soon as
practicable, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Requesting Party’s Registrable
Securities as are specified in such request, together with all or such portion
of the Registrable Securities of any other Holder or Holders joining in such
request as are specified in a written request given within ten (10) business
days after receipt of such written notice from the Company; provided,
however, that (x) the Company shall not be


 

















 


obligated
to effect any such registration, qualification or compliance, pursuant to this Section 8.2
if Form S-3 or any successor form to such form is not available for such
offering or (y) the Company shall furnish to each Requesting Party no
later than twenty (20) business days after such request a certified copy of a
resolution of the Board stating its good faith determination that such
Registration Statement would materially interfere with any pending material
financing, acquisition or corporate reorganization or other material corporate
development involving the Company or any of its Subsidiaries or would require
premature disclosure thereof, in which event the Company shall have the right
to defer the filing of the Form S-3 Registration Statement for a period of
not more than one hundred twenty (120) days after receipt of the request of the
Requesting Party under this Section 8.2, provided that the Company
may not postpone a registration more than once in any 365-day period.


 


(iii)                               The Company
will pay all Registration Expenses in connection with a registration under this
Section 8.2.


 


8.3                               Piggyback
Registrations:


 


(i)                                     Participation. On the terms
and subject to the conditions of this Section 8, if at any time after the
date hereof the Company files a Registration Statement (other than (x) a
registration on Form S-4 or S-8 or any successor form to such Forms, (y) any
registration of securities as it relates to an offering and sale by the Company
or by employees of the Company pursuant to any employee stock plan or other
employee benefit plan arrangement or (z) a registration that is the
Company’s initial Public Offering of securities and which registration was not
a Demand Registration, so long as no Capital Stock of any Stockholder is
included in such registration) with respect to an offering that includes any
shares of Capital Stock of the Company, then the Company shall give prompt
notice (the “Piggyback Notice”) to the Holders and the Holders shall be
entitled to include in such Registration Statement Registrable Securities held
by them (such inclusion, a “Piggyback Registration”). The Piggyback
Notice shall, subject to Section 8.4(i), offer the Holders the opportunity
to register such number of shares of Registrable Securities as each Holder may
request and shall set forth (a) the anticipated filing date of such
Registration Statement and (b) the number of shares of Capital Stock of
the Company that is proposed to be included in such Registration Statement.
Subject to Section 8.4(i), the Company shall include in such Registration
Statement such shares of Registrable Securities for which it has received
written requests to register such shares within ten (10) business days
after the Piggyback Notice has been given.


 


(ii)                                  Expenses. The Company
will pay all Registration Expenses in connection with each registration of
Registrable Securities requested pursuant to this Section 8.3.


 


(iii)                               Company
Control. Other than with respect to a Demand Registration,
the Company may decline to file a Registration Statement to be prepared and
filed by the Company after giving the Piggyback Notice, or withdraw such a
Registration Statement after filing, but prior to the effectiveness of the
Registration


 


28

















 


Statement,
provided that the Company shall promptly notify each Holder in writing
of any such action and provided, further, that the Company shall bear
all reasonable expenses incurred by such Holder or otherwise in connection with
such withdrawn Registration Statement.


 


8.4                                                                                   Underwriters,
priority, hold-back and certain other matters.


 


(i)                                                                                    Priority on
Demand Registrations. Notwithstanding anything else herein to the
contrary, if any Registrable Securities are included in any Registration
pursuant to any of Sections 8.1, 8.2 or 8.3 and such registration involves an
Underwritten Offering and the managing underwriter or underwriters of such
proposed Underwritten Offering informs the Holders that the total or kind of
securities which such Holders and any other Persons or entities intend to
include in such offering would be reasonably likely to adversely affect such
offering (including the price, timing or distribution of the securities in such
offering), then the Company shall include in such registration:


 


(a)                             First, to the
extent applicable, in a Registration initiated by the Company, all shares of
Capital Stock of the Company included in such Registration for the account of
the Company;


 


(b)                            Second, to the
extent applicable, all Registrable Securities included in such Registration
pursuant to Section 8.1, 8.2 or 8.3, pro rata among the Genstar Parties
and the Additional Investors exercising such rights (based on the number of
Registrable Securities requested to be registered by each of them pursuant to
such Section 8.1, 8.2 and 8.3), and that, in the judgment of the managing
underwriter or underwriters, can be sold without the adverse effect referred to
above;


 


(c)                             Third, to the
extent applicable, all Registrable Securities included in such Registration
pursuant to Section 8.1, 8.2 or 8.3, pro rata among any Persons, other
than the Genstar Parties and the Additional Investors, exercising such rights
(based on the number of Registrable Securities requested to be registered by
each of them pursuant to such Section 8.1, 8.2 and 8.3), and that, in the
judgment of the managing underwriter or underwriters, can be sold without the
adverse effect referred to above;


 


(d)                            Fourth, to the
extent applicable, in a Registration other than one initiated by the Company,
all shares of Capital Stock of the Company included in such Registration for
the account of the Company and that, in the judgment of the managing
underwriter or underwriters, can be sold without the adverse effect referred to
above; and


 


(e)                                 Lastly, to the
extent applicable, all other shares of Capital Stock of the Company included in
such Registration at the request of any Person (on a pro rata basis among such
Persons) other than the Company and Persons exercising Registration rights
pursuant to Sections 8.1, 8.2 or 8.3, and that, in the judgment of the managing
underwriter or underwriters, can be sold without the adverse effect referred to
above.


 


29

















 


Notwithstanding the foregoing, Registrable
Securities beneficially held by executives of the Company may be excluded if,
in the judgment of the managing underwriter or underwriters, including such
shares would have the adverse effect referred to above.


 


(ii)                                  Selection of
Underwriters. If any offering pursuant to a Demand Registration
involves an Underwritten Offering, the Persons exercising Registration Rights
pursuant to Sections 8.1, 8.2 or 8.3 who hold a majority of the Registrable
Securities included in such Registration shall have the right to select the
managing underwriter or underwriters to administer the offering, which managing
underwriters shall be a firm of nationally recognized standing and reasonably
satisfactory to the Company. In all other cases, the Company shall have the
right to select the managing underwriter or underwriters to administer the
offering, which managing underwriters shall be a firm of nationally recognized
standing, and, if applicable, are reasonably satisfactory to the Requesting
Parties.


 


(iii)                               Participation
in Underwritten Registrations. No Person may participate in
any Underwritten Registration hereunder unless such Person (a) agrees to
sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Persons entitled to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements. Nothing in this Section shall be construed to create any
additional rights regarding the Registration of Registrable Securities
otherwise than as set forth herein.


 


(iv)                              Holdback
Agreement. Except with respect to Registrable Securities
included in such registration pursuant to any of Sections 8.1, 8.2 and/or 8.3,
in the event and to the extent requested by the managing underwriter of any
Underwritten Offering, then if requested by the Company, each Holder agrees not
to Transfer (including by way of any short sale or the sale or grant of any
option to buy or sell) or otherwise dispose of any securities of the Company
for one hundred eighty (180) days after the effectiveness of the Registration
Statement pursuant to which such Public Offering shall be made (or such shorter
period of time as may be specified by the managing underwriter or, as the case
may be, the Company); provided, however that the foregoing restrictions
shall not be applicable to any Permitted Transfer or any Transfer of
Registrable Securities by a Stockholder who is a natural Person during such
period to a member of such transferor’s Family Group, including pursuant to
applicable laws of descent and distribution; provided, however that in
each of the foregoing cases (x) the applicable transferee agrees to be
bound by this Section 8.4(iv) (in addition to any other conditions
applicable to such Transfer) and (y) in the case of an Underwritten
Offering, such Transfer is acceptable to the managing underwriter.
Notwithstanding the foregoing, the restrictions set forth in this Section 8.4(iv) shall
only be applicable to a Holder to the same extent that the Genstar Parties are
also subject to such restrictions.


 


(v)                                 Additional
Parties. The Company may, with the consent of the Board, add
additional Persons as Holders (if and to the extent they then hold securities,
including Warrants and the like, of the Company that qualify as Registrable
Securities) to this Agreement for purposes of Section 8, and the addition
of such


 


30

















 


additional Holders shall not be deemed to be an
amendment of this Agreement. Subject to the foregoing, the Company will not
enter into any agreement with respect to its securities which is inconsistent
with, or which is reasonably likely to impair, the rights granted to the
Holders by this Agreement.


 


8.5                                   Registration
Procedures.


 


(i)                                    In connection
with the Company’s Registration obligations pursuant to Sections 8.1 and 8.2,
the Company will use its best efforts to effect such Registration to permit the
sale of such Registrable Securities in accordance with the intended method or
methods of distribution thereof, and pursuant thereto the Company will as
expeditiously as possible:


 


(a)                                  prepare and
file with the SEC a Registration Statement or Registration Statements relating
to the applicable Registration, including all exhibits and financial statements
required by the SEC to be filed therewith, and use its best efforts to cause
such Registration Statement to become effective; provided that the
Company will furnish copies of any amendments or supplements in the form filed
with respect to any Piggyback Registration, simultaneously with the filing of
such amendments or supplements;


 


(b)                                 prepare and
file with the SEC such amendments and post-effective amendments to the
Registration Statement as may be necessary to keep the Registration Statement
effective for a period of not less than one hundred eighty (180) days (or such
shorter period which will terminate when all Registrable Securities covered by
such Registration Statement have been sold or withdrawn), or, if such
Registration Statement relates to an Underwritten Offering, such longer period
as in the opinion of counsel for the underwriters a Prospectus is required by
law to be delivered in connection with sales of Registrable Securities by an
underwriter or dealer; cause the Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act; and comply with the provisions of the Securities Act,
the Exchange Act, and the rules and regulations promulgated thereunder
with respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method
or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;


 


(c)                                 notify the
selling Holders and the managing underwriters, if any, and (if requested)
confirm such advice in writing, as soon as practicable after notice thereof is
received by the Company (i) when the Registration Statement or any
amendment thereto has been filed or becomes effective, the Prospectus or any
amendment or supplement to the Prospectus has been filed, and to furnish such
selling Holders and managing underwriters with copies thereof, (ii) of any
request by the SEC for amendments or supplements to the Registration Statement
or the Prospectus or for additional information, (iii) of the issuance by
the SEC of any stop order suspending the effectiveness of the Registration
Statement or any order preventing or suspending the use of any preliminary
Prospectus or Prospectus or the initiation or threatening of any proceedings
for such purposes, (iv) if at any time the representations and warranties
of the Company contemplated by paragraph (m) below cease to be true and
correct and (v) of the receipt by the Company of any notification with
respect to the


 


31

















 


suspension
of the qualification of the Registrable Securities for offering or sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose;


 


(d)                                 promptly notify
the selling Holders and the managing underwriters, if any, at any time prior to
the issuance of all Registrable Securities under the Prospectus, when the
Company becomes aware of the happening of any event as a result of which the
Prospectus included in such Registration Statement (as then in effect) contains
any untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein (in the case of the Prospectus and any
preliminary Prospectus, in light of the circumstances under which they were
made) when such Prospectus was delivered not misleading or, if for any other
reason it shall be necessary during such time period to amend or supplement the
Prospectus in order to comply with the Securities Act and, in either case as
promptly as practicable thereafter, prepare and file with the SEC, and furnish
without charge to the selling Holders and the managing underwriters, if any, a
supplement or amendment to such Prospectus which will correct such statement or
omission or effect such compliance;


 


(e)                                  make every
reasonable effort to obtain the withdrawal of any stop order or other order
suspending the use of any preliminary Prospectus or Prospectus or suspending
any qualification of the Registrable Securities;


 


(f)                                    if requested by
the managing underwriter or underwriters or a Holder of Registrable Securities
being sold in connection with an Underwritten Offering, promptly incorporate in
a Prospectus supplement or post-effective amendment such information as the
managing underwriters and the Holders of a majority of the Registrable
Securities being sold agree should be included therein relating to the plan of
distribution with respect to such Registrable Securities, including information
with respect to the number of Registrable Securities being sold to such
underwriters, the purchase price being paid therefor by such underwriters and
with respect to any other terms of the Underwritten (or best efforts
underwritten) Offering of the Registrable Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as notified of the matters to be incorporated
in such Prospectus supplement or post-effective amendment;


 


(g)                                 furnish to each
selling Holder and each managing underwriter, without charge, as many conformed
copies as they may reasonably request, of the Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits (including
those incorporated by reference);


 


(h)                                    deliver to each
selling Holder and the underwriters, if any, without charge, as many copies of
the Prospectus (including each preliminary Prospectus) and any amendment or
supplement thereto as such Persons may reasonably request (it being understood
that the Company consents to the use of the Prospectus or any amendment or
supplement thereto by each of the selling Holders and the underwriters, if any,
in connection with the offering and sale of the Registrable Securities covered
by the Prospectus or any amendment or supplement thereto) and such other
documents as such selling Holder
may reasonably request in order to facilitate the disposition of the
Registrable Securities by such 


 


32

















 


Holder;


 


33

















 


(i)                                      on or prior to
the date on which the Registration Statement is declared effective, use its
best efforts to register or qualify, and cooperate with the selling Holders,
the managing underwriter or agent, if any, and their respective counsel in
connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or blue sky laws of each
state and other jurisdiction of the United States as any such seller,
underwriter or agent reasonably requests in writing and do any and all other
acts or things reasonably necessary or advisable to keep such registration or
qualification in effect for so long as such Registration Statement remains in
effect and so as to permit the continuance of sales and dealings therein for as
long as may be necessary to complete the distribution of the Registrable
Securities covered by the Registration Statement; provided that the
Company will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which
would subject it to general service of process in any such jurisdiction where
it is not then so subject;


 


(1)                                   cooperate with
the selling Holders and the managing underwriter or agent, if any, to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not required to bear any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered
in such names as the managing underwriters may request at least two (2) business
days prior to any sale of Registrable Securities to the underwriters;


 


(k)                                   use its best
efforts to cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller
or sellers thereof or the underwriters, if any, to consummate the disposition
of such Registrable Securities;


 


(1)                                   not later than
the effective date of the applicable Registration, provide a CUSIP number for
all Registrable Securities and provide the applicable trustee or transfer agent
with printed certificates for the Registrable Securities which are in a form
eligible for deposit with The Depository Trust Company;


 


(m)                               make such
representations and warranties to the Holders of Registrable Securities being
registered, and the underwriters or agents, if any, in form, substance and
scope as are customarily made by issuers in primary underwritten public
offerings;


 


(n)                                 enter into such
customary agreements (including an underwriting agreement) and take all such
other actions as the majority of the Holders of any Registrable Securities
being sold or the managing underwriter or agent, if any, reasonably request in
order to expedite or facilitate the Registration and disposition of such
Registrable Securities;


 


(o)                                  obtain for
delivery to the Holders of Registrable Securities being registered and to the
underwriter or agent an opinion or opinions from counsel for the Company, upon
consummation of the sale of such Registrable Securities to the


 


34

















 


underwriters
in customary form and in form, substance and scope reasonably satisfactory to
such Holders, underwriters or agents and their counsel;


 


(p)                            obtain for
delivery to the Company and the underwriter or agent, with copies to the
Holders, a comfort letter from the Company’s independent public accountants in
customary form and covering such matters of the type customarily covered by
cold comfort letters as the managing underwriter or the Holders of a majority
of the Registrable Securities being sold reasonably request;


 


(q)                            cooperate with
each seller of Registrable Securities and each underwriter or agent participating
in the disposition of such Registrable Securities and their respective counsel
in connection with any filings required to be made with the NASD;


 


(r)                               make available
for inspection by a representative of the Holders of a majority of the Registrable
Securities, any underwriter participating in any disposition pursuant to such
Registration, and any attorney or accountant retained by such Holders or
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any such
representative, underwriter, attorney or accountant in connection with such
Registration; provided that any records, information or documents that
are designated by the Company as confidential shall be kept confidential by
such Persons unless disclosure of such records, information or documents is
required by law;


 


(s)                             use its best
efforts to comply with all applicable rules and regulations of the SEC and
make generally available to its security holders, as soon as reasonably
practicable (but not more than eighteen months) after the effective date of the
Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of
the Securities Act and the rules and regulations promulgated thereunder;


 


(t)                               as promptly as
practicable after filing with the SEC of any document which is incorporated by
reference into the Registration Statement or the Prospectus, provide copies of
such document to counsel for the selling Holders and to the managing
underwriters, if any;


 


(u)                            provide and
cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by such Registration Statement from and after a date not
later than the effective date of such Registration Statement; and


 


(v)                              use its best
efforts to list (if such Registrable Securities are not already listed) all
Registrable Securities covered by such Registration Statement on The New York
Stock Exchange, the American Stock Exchange or the Nasdaq Global Market.


 


(ii)                                   The Company may
require each Holder of Registrable Securities as to which any Registration is
being effected to furnish to the Company such information regarding the
distribution of such securities and such other information relating to such
Holder and its ownership of Registrable Securities as the Company may from time
to time reasonably request in writing. Each Holder agrees to furnish such


 


35

















 


information to the Company and to cooperate with the
Company as necessary to enable
the Company to comply with the provisions of this Agreement.


 


(iii) Each Holder
agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 8.5(i)(d), such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to such
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 8.5(i)(d), or
until it is advised in writing by the Company that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental
filings which are incorporated by reference in the Prospectus, and, if so
directed by the Company, such Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Registrable Securities
current at the time of receipt of such notice.


 


8.6                             Registration
Expenses. All expenses incident to the Company’s performance
of or compliance with this Agreement, including (i) all registration and
filing fees, and any other fees and expenses associated with filings required
to be made with any stock exchange, the SEC and the NASD (including, if
applicable, the fees and expenses of any “qualified independent underwriter”
and its counsel as may be required by the rules and regulations of the
NASD), (ii) all fees and expenses of compliance with state securities or
blue sky laws (including fees and disbursements of counsel for the underwriters
or selling Holders in connection with blue sky qualifications of the
Registrable Securities and determination of their eligibility for investment
under the laws of such jurisdictions as the managing underwriters or the
majority of the Holders of the Registrable Securities being sold may
designate), (iii) all printing and related messenger and delivery expenses
(including expenses of printing certificates for the Registrable Securities in
a form eligible for deposit with The Depository Trust Company and of printing
prospectuses), (iv) all fees and disbursements of counsel for the Company
and of all independent certified public accountants of the Company (including
the expenses of any special audit and “cold comfort” letters required by or
incident to such performance), (v) Securities Act liability insurance if
the Company so desires or the underwriters so require, (vi) all fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange and all rating agency fees, (vii) all
reasonable fees and disbursements of one (1) counsel selected by the
Holders representing a majority of the Registrable Securities being registered
to represent such Holders in connection with such registration, (viii) all
fees and disbursements of underwriters customarily paid by the issuers or
sellers of securities, excluding underwriting discounts and commissions and
transfer taxes, if any, and fees and disbursements of counsel to underwriters
(other than such fees and disbursements incurred in connection with any
registration or qualification of Registrable Securities under the securities or
blue sky laws of any state) and (ix) fees and expenses of other Persons
retained by the Company (all of the foregoing expenses, collectively, “Registration
Expenses”) will be borne by the Company, regardless of whether the
Registration Statement becomes effective. The Company will, in any event, pay
its internal expenses (including all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any audit and
the fees and expenses of any Person, including special experts, retained by the
Company.


 


36














 


8.7         Indemnification.


 


(i)            Indemnification by Company. The Company agrees to indemnify
and hold harmless each Holder, its officers, directors, partners, members,
employees and agents and each Person who controls such Holder (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses caused by any untrue or alleged untrue statement of a material
fact contained in any Registration Statement, Prospectus, preliminary
Prospectus or other written materials of the Company prepared in connection
with any related registration or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by or
contained in any information furnished in writing to the Company by such Holder
expressly for use therein. The Company will also indemnify underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the
Holders, if requested.


 


(ii)           Indemnification by Selling Holder of Underlying Securities.
In connection with each Registration, each selling Holder will furnish to
the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any Registration Statement or
Prospectus and each selling Holder, severally and not jointly, agrees to
indemnify and hold harmless, to the full extent permitted by law, the Company,
its directors, officers, employees and agents and each Person who controls the
Company (within the meaning of the Securities Act) against any losses, claims,
damages or liabilities and expenses resulting from any untrue statement of a
material fact or any omission of a material fact required to be stated in the
Registration Statement or Prospectus or preliminary Prospectus or necessary to
make the statements therein not misleading, to the extent, but only to the
extent, that such untrue statement or omission is contained in any information
or affidavit so furnished in writing by such selling Holder to the Company
specifically for inclusion in such Registration Statement or Prospectus and has
not been corrected in a subsequent writing prior to or concurrently with the
sale of the Registrable Securities to the Person asserting such loss, claim,
damage, liability or expense. In no event shall the liability of any selling
Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities
included in such registration giving rise to such indemnification obligation.
The Company shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above with
respect to information so furnished in writing by such Persons specifically for
inclusion in any Prospectus or Registration Statement.


 


(iii)          Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder will (a) give prompt (but in any
event within thirty (30) days after such Person has actual knowledge of the
facts constituting the basis for indemnification) written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (b) permit such indemnifying party to assume the defense of such claim
with counsel reasonably satisfactory to the indemnified party; provided,
however, that any delay or failure to so notify the indemnifying party
shall


 


37

















 


relieve the indemnifying party of its obligations
hereunder only to the extent, if at all, that it is actually and materially
prejudiced by reason of such delay or failure; provided, further, that
any Person entitled to indemnification hereunder shall have the right to select
and employ separate counsel and to participate in the defense of such claim,
but the fees and expenses of such counsel shall be at the expense of such
Person unless (x) the indemnifying party has agreed in writing to pay such
fees or expenses, (y) the indemnifying party shall have failed to assume
the defense of such claim within a reasonable time after receipt of notice of
such claim from the Person entitled to indemnification hereunder and employ
counsel reasonably satisfactory to such Person or (z) in the reasonable
judgment of any such Person, based upon advice of its counsel, a conflict of
interest may exist between such Person and the indemnifying party with respect
to such claims (in which case, if the Person notifies the indemnifying party in
writing that such Person elects to employ separate counsel at the expense of
the indemnifying party, the indemnifying party shall not have the right to
assume the defense of such claim on behalf of such Person). If such defense is
not assumed by the indemnifying party, the indemnifying party will not be
subject to any liability for any settlement made without its consent (but such
consent will not be unreasonably withheld or delayed), provided that an
indemnifying party shall not be required to consent to any settlement involving
the imposition of equitable remedies or involving the imposition of any
material obligations on such indemnified party other than financial obligations
for which such indemnified party will be indemnified hereunder. No indemnified
party will be required to consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation. Whenever the indemnified
party or the indemnifying party receives a firm offer to settle a claim for
which indemnification is sought hereunder, it shall promptly notify the other
of such offer. If the indemnifying party refuses to accept such offer within
twenty (20) business days after receipt of such offer (or of notice thereof),
such claim shall continue to be contested and, if such claim is within the
scope of the indemnifying party’s indemnity contained herein, the indemnified
party shall be indemnified pursuant to the terms hereof. If the indemnifying
party notifies the indemnified party in writing that the indemnifying party
desires to accept such offer, but the indemnified party refuses to accept such
offer within twenty (20) business days after receipt of such notice, the
indemnified party may continue to contest such claim and, in such event, the
total maximum liability of the indemnifying party to indemnify or otherwise
reimburse the indemnified party hereunder with respect to such claim shall be
limited to and shall not exceed the amount of such offer, plus reasonable
out-of-pocket costs and expenses (including reasonable attorneys’ fees and
disbursements) to the date of notice that the indemnifying party desires to
accept such offer, provided that this sentence shall not apply to any
settlement of any claim involving the imposition of equitable remedies or to
any settlement imposing any material obligations on such indemnified party
other than financial obligations for which such indemnified party will be
indemnified hereunder. An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim in any one jurisdiction, unless
in the written opinion of counsel to the indemnified party, reasonably


 


38

















 


satisfactory to the indemnifying party, use of one
counsel would be expected to give rise to a conflict of interest between such
indemnified party and any other of such indemnified parties with respect to
such claim, in which event the indemnifying party shall be obligated to pay the
fees and expenses of one such additional counsel.


 


(iv)         Contribution. If for any reason the indemnification provided
for in the preceding Sections 8.7(i) and 8.7(ii) is unavailable to an
indemnified party, then the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as
a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect not only the relative benefits received by the
indemnified party and the indemnifying party, but also the relative fault of
the indemnified party and the indemnifying party, as well as any other relevant
equitable considerations, provided that no selling Holder shall be
required to contribute in an amount greater than the dollar amount of the net
proceeds received by such selling Holder upon the sale of the Registrable
Securities included in such registration giving rise to such indemnification
obligation, less the amount of any payments made by such selling Holder in
respect of any of their indemnification obligations hereunder. 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.


 


8.8         Rule 144. Following the
Company’s initial Public Offering and for so long as the Company is subject to
the reporting requirements under the Exchange Act, the Company covenants that
it will: (i) file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted
by the SEC thereunder, (ii) take such further action as any Holder may
reasonably request in writing to the extent required from time to time to
enable the sale of Registrable Securities without registration under the
Securities Act within the limitation of the exemption provided by Rule 144
(or any similar rule or rules then in effect) of the Securities Act
and (iii) upon the reasonable written request of any Holder, deliver to
such Holder all information regarding the Company required to be delivered in
connection with Rule 144 (or any similar rule or rules then in
effect) of the Securities Act.


 


8.9         Assignment of Registration Rights. The
rights to cause the Company to register Registrable Securities pursuant to this
Section 8 may be assigned only in connection with a Transfer of Capital
Stock in accordance with this Agreement. Any transferee to whom rights under
this Section 8 are assigned shall, as a condition to such Transfer,
deliver to the Company an executed counterpart of this Agreement pursuant to
which such transferee confirms its obligations pursuant to this Agreement, and
makes the covenants of the transferor as set forth herein.


 


Section 9.
Management of the Company; Board of Directors; Approval Rights.


 


9.1         Board of Directors.


 


(i)            From and after the date hereof and until the provisions
of this Section 9 cease to be effective pursuant to Section 9.1(vi) below,
each Stockholder shall vote all of his, her or its Capital Stock which are voting
shares and any other voting


 


39

















 


securities of the Company over which such
Stockholder has voting control and shall take all other necessary or desirable
actions within his or her control (whether in his, her or its capacity as a
Stockholder, director, or officer of the Company or otherwise, and including,
without limitation, attendance at meetings in Person or by proxy for purposes
of obtaining a quorum and execution of written consents in lieu of meetings),
and the Company shall take all necessary or desirable actions within its
control (including, without limitation, calling special board and stockholder
meetings):


 


(a)          for so long as the Management Services Agreement, dated as
of March 1, 2005, by and among USCC Florida Acquisition Corp., FROG OnCure
Southside, LLC, OnCure Medical Corp. and Integrated Community Oncology Network,
LLC remains in full force and effect, to elect to the Board one individual
designated by FROG (such individual, the “FROG Designee”), which FROG
Designee shall be Shyam B. Paryani until such time as his death or permanent
disability;


 


(b)         subject to the provisions of clause (a) above, to elect
to the Board any individual designated by Genstar IV (each such designated
individual, a “Genstar Designee”), which Genstar Designees shall
initially be Robert J. Weltman, James Nadauld, Richard N. Zehner and Jeffrey A.
Goffman, in each case until such time as there ceases to be a Genstar
Significant Stockholder;


 


(c)          to remove from the Board (with or without cause) any
Genstar Designee upon the written request by the Genstar Party which designated
such Genstar Designee;


 


(d)         subject to the provisions of clause (a) above, to designate,
for a period commencing on the date hereof and terminating on December 31,
2007, Shyam B. Paryani as the Chairman of the Board; and


 


(e)           to increase or decrease the number of authorized members
of the Board to a number designated by Genstar IV.


 


(ii)           In the event that any Genstar Designee ceases to serve as a member of the Board during his or her
term of office, the resulting vacancy on the Board shall be filled by the
Genstar Significant Stockholders holding a majority of the shares of Capital
Stock then held by all Genstar Significant Stockholders. Subject to the
provisions of clause (i)(a) above, in the event that Shyam B. Paryani
ceases to serve as a member of the Board as a result of his death or permanent
disability, the resulting vacancy on the Board shall be filled by FROG.


 


(iii)          If the Genstar Parties fail to designate an individual to
fill a directorship pursuant to the terms of this Section 9, the
individual previously holding such directorship shall be elected to such
position, or if such individual fails or declines to serve, the directorship
shall be vacant until filled in accordance with this Section 9.


 


(iv)          The Board shall establish a compensation committee and an audit
committee.


 


40

















 


(v)           Except as provided in Sections 9.3, and except as
otherwise provided in the Certificate or the Company’s bylaws or as required by
applicable law, all actions taken by the Board shall be taken by the
affirmative vote of a majority of the Board members eligible to vote thereon.


 


(vi)          Each Stockholder (a) acknowledges that any
determination to redeem the Preferred Stock outstanding on the date hereof
shall be made by Genstar IV and (b) agrees to vote all of his, her or its
Capital Stock which are voting shares and any other voting securities of the
Company over which such Stockholder has voting control and to take all other
necessary or desirable action within his, her or its control (whether in his,
her or its capacity as a Stockholder, director or officer of the Company or
otherwise) in connection with the redemption of the Preferred Stock as shall be
requested by Genstar IV, subject to compliance with the Company’s and its
subsidiaries’ agreements with lenders.


 


(vii)         The provisions set forth in this Section 9 shall remain
in effect until the consummation of a Qualified Public Offering.


 


9.2           Fees and Expenses. Upon the presentation of
appropriate documentation, the Company shall reimburse each director for all
reasonable out-of-pocket costs and expenses incurred by such director in
attending Board of Directors meetings, including each Genstar Designee. The
Company shall use reasonable best efforts to enable directors and observers to
participate telephonically in all meetings of the Board and any Subsidiary
Board and any meetings of any committee of the Board or any Subsidiary Board.


 


9.3           Special Approval Rights of the Genstar Significant
Stockholders. During such time as there is a Genstar Designee and the
Genstar Designees do not constitute a majority of the Board, the Company shall
not take any of the following actions without the approval of at least one
Genstar Designee:


 


(i)           any redemption or repurchase by the Company (x) of
Capital Stock (other than Preferred Stock) other than on a pro-rata basis or (y) of
Preferred Stock;


 


(ii)           any amendment to the Investor Subscription Agreement that
adversely affects the Company or otherwise results in the payment by the
Company of additional amounts (other than pursuant to the Company’s
indemnification obligations thereunder);


 


(iii)          any amendment to the Certificate, the Company’s bylaws or
this Agreement that adversely and disproportionately affects the Genstar
Parties; and


 


(iv)          the nomination of any director. 


 


Section 10. Representations
and Warranties.


 


10.1         By the Stockholders. Each Stockholder individually
(but not on behalf of any other Stockholder) represents and warrants that: such
Stockholder has full legal


 


41

















 


capacity,
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder; and this Agreement has been duly authorized, executed
and delivered by each Stockholder and this Agreement is the legal, valid and
binding obligation of such Stockholder, enforceable against it in accordance
with the terms hereof and thereof, subject to (i) the effect of
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
fraudulent transfer, preferential transfer or distribution laws and other
similar laws now or hereafter in effect relating to or affecting the rights of
creditors generally; and (ii) the effect of (a) general principles of
equity, including without limitation concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law and (b) the discretion of any court in
which an action is brought.


 


10.2 By the Company. The Company represents
and warrants to each Stockholder that: the Company is duly organized, validly
existing and in good standing under the laws of the State of Delaware; the
Company has full corporate power and authority to carry on the businesses in
which it is engaged and to own, lease and use the properties owned, leased and
used by it; the Company has or prior to the Closing will have taken all
corporate action required to authorize the execution and delivery of this
Agreement; and this Agreement has been duly authorized, executed and delivered
by the Company and this Agreement is a legal, valid and binding obligation of
the Company, enforceable against it in accordance with its respective terms,
subject to (i) the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer
or distribution laws and other similar laws now or hereafter in effect relating
to or affecting the rights of creditors generally; and (ii) the effect of (a) general
principles of equity, including without limitation concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief, regardless of whether considered in
a proceeding in equity or at law and (b) the discretion of any court in
which an action is brought.


 


10.3 By FROG. FROG represents and warrants to
the Company and each Stockholder that: FROG is duly organized, validly existing
and in good standing under the laws of the State of Florida; FROG has full
power and authority to carry on the businesses in which it is engaged and to
own, lease and use the properties owned, leased and used by it; FROG has or
prior to the Closing will have taken all action required to authorize the
execution and delivery of this Agreement; and this Agreement has been duly
authorized, executed and delivered by FROG and this Agreement is a legal, valid
and binding obligation of FROG, enforceable against it in accordance with its
respective terms, subject to (i) the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, fraudulent transfer, preferential
transfer or distribution laws and other similar laws now or hereafter in effect
relating to or affecting the rights of creditors generally; and (ii) the
effect of (a) general principles of equity, including without limitation
concepts of materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law and (b) the
discretion of any court in which an action is brought.


 


42

















 


Section 11. Miscellaneous.


 


11.1 Dividends, Splits, Other Recapitalizations, Etc.
The provisions of this Agreement shall apply to the Capital Stock and any
and all other equity interests evidencing ownership interests in any successor
or assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for, or in
substitution of any Capital Stock, by reason of any dividend, split, reverse
split, combination, recapitalization, liquidation, reclassification, merger,
consolidation or otherwise.


 


11.2 No Assignments; Binding Effect. Neither
this Agreement nor any of the rights or obligations hereunder may be assigned
by any Party except in accordance with the terms hereof. The provisions of this
Agreement shall be binding upon and accrue to the benefit of the Parties hereto
and their respective heirs, legal representatives, successors and permitted
assigns. No transferee (including Permitted Transferees) shall derive any
rights under this Agreement unless and until such transferee has delivered to
the Company a counterpart signature page to this Agreement and a written,
valid and binding agreement to be bound by the terms of this Agreement.


 


11.3 -Amendments. Subject to Section 9.3,
any and all amendments may be made to this Agreement from time to time by the
Board, without the consent of any other Stockholder, including, but not limited
to amendments: (i) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein; (ii) to
make any other provisions with respect to matters or questions arising under
this Agreement that are not inconsistent with the provisions of this Agreement;
(iii) to delete or add any provision of this Agreement required to be so
deleted or added by any federal or state official, which addition or deletion
is deemed by such official to be for the benefit or protection of all of the
Stockholders; and (iv) in connection with the issuance of Capital Stock to
any additional Stockholder, including to reflect the admission as Stockholders
to this Agreement; provided that, no provision of this Agreement
specifically granting a right to a Stockholder but not to all other
Stockholders may be amended, modified or waived without the approval of such
affected Stockholders, and, this Agreement may not be amended in a manner which
adversely and disproportionately affects the interests of any Stockholder
without the consent of the affected Stockholders holding a majority of the
Capital Stock held by all affected Stockholders; and provided further that,
(i) without the prior written consent of CDPQ, no amendment or
modification of this Agreement shall (x) obligate CDPQ to provide
guarantees, financial assistance or further investment in the Company or any
Subsidiary of the Company, (y) provide for the conversion of the Company
into a limited liability company, or (z) amend or modify the rights or
obligations specifically granted to CDPQ but not to other Stockholders, (ii) without
the prior written consent of Ares, no amendment or modification of this
Agreement shall (x) obligate Ares to provide guarantees, financial
assistance or further investment in the Company or any Subsidiary of the
Company, (y) provide for the conversion of the Company into a limited
liability company, or (z) amend or modify the rights or obligations
specifically granted to Ares but not to other Stockholders, and (iii) without
the prior written consent of FROG, no amendment or modification of this
Agreement shall modify the rights or obligations specifically granted to FROG.


 


43

















 


11.4 Notices. Any notice, consent, payment,
demand, or communication required or permitted to be given by any provision of
this Agreement shall be in writing and shall be delivered personally to the
Person or to an officer of the Person to whom the same is directed or sent by
facsimile or registered or certified mail, return receipt requested, postage
prepaid, addressed as follows: if to the Company, to the Company at the address
set forth below, or to such other address as the Company may from time to time
specify by notice to the Stockholders; if to a Stockholder, to such Stockholder
at the address set forth below or to such other address as such Stockholder may
from time to time specify by notice to the Company. Any such notice shall be
deemed to be delivered, given and received for all purposes as of: (i) the
date so delivered, if delivered personally, (ii) upon confirmed receipt,
if sent by facsimile or (iii) on the date of receipt or refusal indicated
on the return receipt, if sent by registered or certified mail, return receipt
requested, postage and charges prepaid and properly addressed. Subject to the
foregoing, notice shall be sent:


 


If to any Genstar Party or the Company, addressed
to:


 


Genstar Capital, L.L.C.


Four Embarcadero Center, Suite 1900


San Francisco, CA 94111


Attention: Robert J. Weltman


Telecopy: (415) 834-2383


 


With a copy to:


 


Latham & Watkins LLP


505 Montgomery Street, Suite 2000


San Francisco, CA 94111


Attention: Scott R. Haber and William C. Davisson


Telecopy: (415) 395-8095


 


If to an Additional Investor, to the address listed
below such Additional Investor’s name on the attached Schedule A.


 


If to FROG, to the address listed below FROG’s name
on the attached signature page.


 


11.5 Governing Law. This Agreement, including
its existence, validity, construction, and operating effect, and the rights of
each of the parties hereto, shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to otherwise governing
principles of choice of law or conflicts of law.


 


11.6 Dispute Resolution; Venue. The parties
hereby irrevocably and unconditionally (i) agree that any action or
proceeding arising out of or in connection with this Agreement shall be brought
only in the Chancery Court of the State of Delaware, (ii) consent to
submit to the exclusive jurisdiction of the Chancery Court of the State of
Delaware for purposes of any action or proceeding arising out of or in
connection with this Agreement, (iii) waive any objection to the laying of
venue of any such action or proceeding in the Chancery Court of the


 


44

















 


State
of Delaware and (iv) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Chancery Court of the State
of Delaware has been brought in an improper or otherwise inconvenient forum.
EACH OF THE PARTIES HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING
OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) RELATED TO OR
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER


 


11.7 Remedies. The Company and each
Stockholder acknowledges that if any disputes arise out of or relate to a
breach of this Agreement by the Company or any Stockholder, the other Parties
hereto (i) would be irreparably and immediately harmed by such breach, (ii) could
not be made whole by monetary damages and (iii) shall be entitled to
temporary and permanent injunctions (or their functional equivalents) to
prevent any such breach and/or to compel specific performance with this
Agreement, in addition to all other remedies to which such Parties may be
entitled at law or in equity (in each case, without posting a bond or other
security).


 


11.8 Cumulative Remedies. All rights and
remedies of each Party are cumulative of each other and of every other right or
remedy such Party may otherwise have at law or in equity, and the exercise of
one or more rights or remedies shall not prejudice or impair the concurrent or
subsequent exercise of other rights or remedies.


 


11.9 Invalidity. If any one or more of the
provisions contained in this Agreement or in any other instrument referred to
herein, shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, then to the maximum extent permitted by law, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement or any other such instrument.


 


11.10 Interpretation. All references herein
to Sections and Schedules shall be deemed to be references to Sections and
Schedules to this Agreement unless the context shall otherwise require. All
Schedules attached hereto shall be deemed incorporated herein as if set forth
in full herein. The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation.” The term “or” is not
exclusive. The word “extent” in the phrase “to the extent” shall mean the
degree to which a subject or other thing extends, and such phrase shall not
mean simply “if.” The words “date hereof’ shall refer to the date set forth on
the cover page of this Agreement. All accounting terms not defined in this
Agreement shall have the meanings determined by United States generally
accepted accounting principles as in effect from time to time. The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. Unless otherwise expressly provided herein, any
agreement, instrument or statute defined or referred to herein or in any
agreement or instrument that is referred to herein means such agreement,
instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by waiver or consent and
(in the case of statutes) by succession of comparable successor statutes and
references to all attachments thereto and instruments incorporated therein.


 


45

















 


11.11 No Third Party Beneficiaries. None of
the provisions of this Agreement shall be for the benefit of or be enforceable
by any creditor of the Company or by any creditor of any Stockholder. Except as
expressly contemplated by Section 8.9, this Agreement is not intended to
confer any rights or remedies hereunder upon, and shall not be enforceable by,
any Person other than the parties hereto.


 


11.12 Independent Legal Advice. Each of the
Stockholders acknowledge that the Company has recommended to each of them that
they obtain individual, independent legal advice concerning the terms of this
Agreement and the advisability of entering into this Agreement prior to
executing it.


 


11.13 Multiple Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Counterparts may be delivered by telecopy transmission.


 


[Signature pages follow]


 


46






 










 


IN WITNESS WHEREOF, the Parties hereto have caused
this Investor Rights Agreement to be duly executed on their respective behalf,
by their respective officers thereunto duly authorized, all as of the day and
year first above written.


 




	
   

  	
   

  	
  

  






 


ONCURE
HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT


 

















 




	
   

  	
   

  	
  GENSTAR CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Genstar Capital IV, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STARGEN IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Genstar
  Capital IV, L.P.,

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Managing Director

  






 


ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT


 

















 




	
   

  	
   

  	
   

  	
  By:

  	
  

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Luc Houle

  
	
   

  	
   

  	
   

  	
  Tide:

  	
  Senior
  Vice-President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  
						






 


ONCURE
HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT


 

















 




	
   

  	
   

  	
  AMES
  CAPITAL CORPO.     014

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  






 

















 




	
   

  	
   

  	
  JEFFREY A. GOFF AN

  
	
   

  	
   

  	
  

  






 


ONCURE HOLDINGS, INC.


SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT


 

















 




	
   

  	
   

  	
  

  






 


ONCURE HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT


 

















 




	
   

  	
   

  	
  RICHARD N. ZEHNER

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
  Address:

  






 


ONCURE HOLDINGS, INC.


SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT


 

















 




	
   

  	
   

  	
  RICHARD A. BAKER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Richard A. Baker

  
	
   

  	
   

  	
  Address:

  






 


ONCURE HOLDINGS, INC.


SIGNATURE PAGE TO INVESTOR
RIGHTS AGREEMENT


 

















 




	
   

  	
   

  	
  SHYAM 9. PARYANI

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
  Address: 

  






 














 




	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILLIAM L. PE II;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address: ·

  






 


ONCURE
HOLDINGS, INC.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT


 

















 




	
   

  	
   

  	
   

  	
  LARRY
  ATKINS

  
	
   

  	
   

  	
  Address’

  	
  

  






 


ONCURE HOLDINGS, INC,

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT


 

















 




	
   

  	
   

  	
  JOHN W. SALISBURY, JR.

  
	
   

  	
   

  	
  

  






 

















 




	
   

  	
   

  	
  THOMAS C. HUNT

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  771 Wat Ferry Street

  
	
   

  	
   

  	
  Buffalo. New York 14222

  






 

















 




	
   

  	
   

  	
  

  
	
   

  	
   

  	
  324 North Drexel Avenue

  
	
   

  	
   

  	
  Bexley, Ohio 43209

  






 


ONCURE
HOLDINGS, INC.


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  GARY FILLER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  






 


ONCURE HOLDINGS, INC.


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  R.
  MICH aL

  	
   

  	
  

  	
  KASCHKE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Car Zeiss S Postfach 1380

  
	
   

  	
   

  	
  73447 Oberkochen, Germany

  	
   

  






 


ONCURE HOLDINGS, INC.

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  DWIGHT INVESTMENTS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1313 West Dry Creek Road

  
	
   

  	
   

  	
  Healdsburg, California 95448

  






 


ONCURE HOLDINGS, INC.


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  FRANK
  BAUCHIERO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  201 Waubesa Street, Box 3515

  
	
   

  	
   

  	
  Madison, Wisconsin 53704

  






 


ONCURE HOLDINGS, INC.


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  ALAN H.
  PORTER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  

  






 


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FLORIDA RADIATION ONCOLOGY GROUT


 


	
   

  	
   

  	
  

  



 

















 


	
   

  	
  DAVID C. CHERNOW

  
	
   

  	
   

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
  Address: do JA Worldwide 

  
	
   

  	
   

  	
  Headquarters One Education Way

  
	
   

  	
   

  	
  Colorado Springs, CO 80906

  



 


 


ONCURE HOLDINGS, INC.


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  MICHAEL V. PINO

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Address: 11 Marciana Street

  
	
   

  	
  Newport Coast, CA 92657

  



 


 


ONCURE HOLDINGS, INC.


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  TIFFANY R. PINO

  
	
   

  	
   

  
	
   

  	
  

  



 


 


ONCURE HOLDINGS, INC.


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  RICHARD WOOLSLAYER       

  	
  

  
	
   

  	
  Address:

  	
  5819 Salisbury Lane

  
	
   

  	
   

  	
  San Luis Obispo, CA 93401

  



 


 


ONCURE HOLDINGS, INC.


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  VINCENT S. PINO

  
	
   

  	
   

  
	
   

  	
  /s/ Vincent S. Pino

  
	
   

  	
  Address: 11 Marciana Street 

  
	
   

  	
  Newport Coast, CA 92657

  



 


 


OnCure Holdings, Inc.


 


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  WALTER L. CHOATE FAMILY TRUST

  
	
   

  	
  LEWIS DUANE CHOATE, TRUSTEE

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Address: 202 S. Cochran’s Green Cicle 

  
	
   

  	
  The Woodlands, TX 77381

  



 


 


OnCure Holdings, Inc.


 


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  LEWIS DUANE CHOATE

  
	
   

  	
   

  
	
   

  	
  ·  

  
	
   

  	
   

  
	
   

  	
  Address: 202 S. 

  
	
   

  	
  Cochran’s Green Circle The Woodlands,

  
	
   

  	
  TX 77381

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BETSY A. CHOATE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address: 02 S. Cochran’s Green Circle 

  
	
   

  	
  The Woodlands, TX 77381

  



 


 


OnCure Holdings, Inc.


 


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  STANLEY M. MARKS, M.D.

  
	
   

  	
   

  
	
   

  	
  /s/ Stanley M. Marks

  
	
   

  	
  Address: 65 5 Beacon Street

  
	
   

  	
  Pittsburgh, PA 15217

  



 


 


OnCure Holdings, Inc.


 


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  JON THAN R. STELLA, M.D.

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  ddress: 1150 St. Mary’s

  
	
   

  	
  Cayucos, CA 93430

  



 


 


OnCure Holdings, Inc.

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Jonathan R. Stella, M.D.