Exhibit
10.10


 


EXECUTION
COPY


 


MANAGEMENT
STOCK CONTRIBUTION


AND
UNIT SUBSCRIPTION AGREEMENT


 


(Preferred
Units and Class A Units)


 


THIS MANAGEMENT STOCK
CONTRIBUTION AND UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made
as of February 21, 2008, by and between Radiation Therapy Investments, LLC, a
Delaware limited liability company (the “Company”) and the individual
named on the signature page attached hereto (the “Executive”).
Capitalized terms used herein but not otherwise defined herein shall have the
meanings assigned to them in the Amended and Restated Limited Liability Company
Agreement, dated as of February 21, 2008, entered into by and among the members
of the Company (as amended from time to time in accordance with its terms, the “LLC
Agreement”).


 


WHEREAS, the Executive is an
employee and shareholder of Radiation Therapy Services, Inc., a Florida
corporation (“RTS”), and is one of several persons who are or will be
key employees of the Company and/or one or more of its subsidiaries and who
will hold interests in the Company (such persons, collectively with the
Executive, the “Management Investors”);


 


WHEREAS, RTS has entered
into an Agreement and Plan of Merger with Radiation Therapy Services Holdings, Inc.,
a Delaware corporation and a wholly-owned subsidiary of the Company (“Holdings”),
RTS Merger Co, Inc., a Florida corporation and wholly owned subsidiary of
Holdings (“Merger Sub”), and the Company, dated as of October 19, 2007
(as amended from time to time in accordance with its terms, the “Merger
Agreement”), pursuant to which Merger Sub shall be merged with and into RTS
(the “Acquisition”) in accordance with the terms and conditions of the
Merger Agreement and the relevant provisions of the Florida Business
Corporation Act, and RTS shall be the surviving corporation in the Acquisition
and a wholly-owned subsidiary of Holdings;


 


WHEREAS, prior to the
consummation of the transactions contemplated by this Agreement and the Merger
Agreement, the Executive is the record and beneficial owner of the number of
shares of RTS’ common stock, par value $0.0001 per share (the “Shares”),
set forth on Schedule I attached hereto; and


 


WHEREAS, on the terms and
subject to the conditions hereof and pursuant to Section 721(a) of the United
States Internal Revenue Code of 1986, as amended (the “Code”), the
Executive desires to contribute certain of the Shares in exchange for the
Preferred Units (the “Preferred Units”) and Class A Units (the “Class
A Units”) in the Company, in each case in the amounts set forth on Schedule
II attached hereto.


 


NOW, THEREFORE, in order to
implement the foregoing and in consideration of the mutual representations,
warranties, covenants and agreements contained herein, the parties hereto agree
as follows:


 


1.             Definitions.


 


1.1.                    Acquisition. The term “Acquisition”
shall have the meaning set forth in the preface.


 

















 


1.2.       Activity Date. The term “Activity
Date” shall mean, in the event the Executive engages in any Prohibited
Activity, the first date on which Executive engages in such Prohibited
Activity.


 


1.3.       Agreement. The term “Agreement”
shall have the meaning set forth in the preface.


 


1.4.       Applicable Federal Rate. The term “Applicable
Federal Rate” shall have the meaning set forth in Section 1274 of the Code.


 


1.5.       Board. The term “Board”
shall mean the board of managers of the Company.


 


1.6.       Call Option Exercise Period. The
term “Call Option Exercise Period” shall have the meaning set forth in Section
5.2(a).


 


1.7.       Cause. The term “Cause”
used in connection with the termination of employment of the Executive shall
have the same meaning ascribed to such term in any employment or severance
agreement then in effect between Executive and the Company or one of its
subsidiaries or, if no such agreement containing a definition of “Cause” is then
in effect, shall mean the termination of Executive’s employment only because
the Board determines that one or more of the following events have occurred: (i)
any act or omission that constitutes a material breach by such Executive of any
of his material obligations under this Agreement or any employment agreement
which remains uncured for 20 days after written notice to such Executive
specifying in reasonable detail the nature of such breach; (ii) the willful
refusal and continued failure of such Executive to substantially perform the
material duties (including, without limitation, full cooperation in any audit
or investigation involving the Company and/or its subsidiaries) reasonably
required of him (except termination due to death or permanent disability) after
demand for performance is delivered by the Board, in writing, specifically
identifying the manner in which the Board in good faith determines that such
Executive has not performed his material obligations and such Executive fails
to perform as required within 20 days after such demand is made; (iii) conviction
of such Executive of any willful and material violation of any federal or state
law or regulation directly related to the business of the Company or any of its
subsidiaries, material violation of any policies of the Company and/or its
subsidiaries, or indictment or conviction of such Executive for a felony, or
conviction of such Executive of any willful perpetration of a common law fraud;
or (iv)any other willful misconduct by such Executive which is materially
injurious to the financial condition or business reputation of, or is otherwise
materially injurious to the Company or any of its subsidiaries or affiliates
(for the avoidance of doubt, the term “affiliate” as used in this Agreement shall
not be construed to include any other portfolio companies of Vestar other than
the Company or its subsidiaries), including, without limitation, a breach of
the Executive’s confidentiality obligation to the Company or the Executive’s
engagement in any Prohibited Activity during his employment with the Company,
which remains uncured for 30 days after written notice to such Executive
specifying in reasonable detail the nature of such misconduct.


 


1.8.       Class A Units. The term “Class A
Units” shall have the meaning set forth in the preface.


 


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1.9.       Closing. The term “Closing”
shall have the meaning set forth in Section 2.2.


 


1.10.     Closing Date. The term “Closing
Date” shall mean the date on which the Closing occurs.


 


1.11.     Code. The term “Code” shall
have the meaning set forth in the preface.


 


1.12.     Company. The term “Company”
shall have the meaning set forth in the preface.


 


1.13.     Contributed Shares. The term “Contributed
Shares” shall have the meaning set forth in Section 2.1.


 


1.14.     Cost. The term “Cost” shall
mean, with respect to all Units, the cash or fair market value of property per
Unit contributed by the Executive (as proportionately adjusted for all
subsequent distributions of units and other recapitalizations).


 


1.15.     Credit Agreement. The term “Credit
Agreement” means that certain Credit Agreement, dated as of February 21,
2008, among Holdings, Merger Sub, RTS, the several banks and other financial
institutions or entities from time to time parties thereto, and Wachovia Bank,
National Association, as administrative agent, collateral agent, issuing bank
and swingline lender.


 


1.16.     Disability. The term “Disability”
used in connection with the termination of employment of the Executive shall
have the same meaning ascribed to such term in any employment or severance
agreement then in effect between Executive and the Company or one of its
subsidiaries or, if no such agreement containing a definition of “Disability”
is then in effect, shall mean the inability of the Executive to perform the
essential functions of Executive’s job, with or without reasonable
accommodation, by reason of a physical or mental infirmity, for a continuous
period of six months. The period of six months shall be deemed continuous unless
Executive returns to work for at least 30 consecutive business days during such
period and performs during such period at the level and competence that existed
prior to the beginning of the six-month period. The date of such Disability
shall be on the first day of such six-month period.


 


1.17.     EBITDA. The term “EBITDA”
shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined
in the Credit Agreement, provided that the following should also be excluded
from the calculation of EBITDA to the extent not already excluded from the
calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash
Charges (as defined in the Credit Agreement) related to any issuances of equity
securities; (ii) fees and expenses relating to the Acquisition; (iii) financing
fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete
payments to certain members of the Company’s senior management and related
expenses; (v) expenses (or any portion thereof) incurred outside of the
ordinary course of business that are approved by the Board which the Board
determines in its good faith discretion are in the best interest of the Company
but which will have a disproportionately adverse impact on the Company’s short
term financial performance, affecting the Company’s ability to achieve
financial targets related to the vesting of the Class C Units under the
Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi)
costs and expenses incurred in connection with evaluating and consummating
acquisitions not


 


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contemplated by the Company’s
annual plan, as such plan is approved by the Board in good faith; (vii) related
party expenditures that are subject to the prior written consent of the
Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement
but have failed to receive such consent; (viii) advisors’ fees and expenses
incurred outside the ordinary course of business related solely to Vestar’s
activities that are unrelated to the Company; (ix) costs associated with any
put option or call option contemplated by any Rollover Subscription Agreement
or Incentive Unit Subscription Agreement; (x) costs associated with any
proposed initial Public Offering or Sale of the Company (as such terms are
defined in the Securityholders Agreement); (xi) expenses related to any
litigation arising from the Acquisition; (x) management fees and costs related
to the activities giving rise to such fees that are paid to, paid for or
reimbursed to Vestar and its Affiliates; and (xii) material expenditures or
incremental expenditures inconsistent with prior practice (to the extent that
prior practice is relevant) required by Board (where Management Managers (as
defined in the Securityholders Agreement) unanimously dissent) unless such
expenditures are reasonably likely to result in any benefit (whether economic
or non-economic) to the Company as determined by the Board in its good faith
discretion.


 


1.18.     Employee and Employment. The term “employee”
shall mean any employee (as defined in accordance with the regulations and
revenue rulings then applicable under Section 3401(c) of the Code) of the
Company or any of its subsidiaries, and the term “employment” shall
include service as a part- or full-time employee to the Company or any of its
subsidiaries.


 


1.19.     Escrow Funds. The term “Escrow
Funds” shall have the meaning set forth in Section 5.5.


 


1.20.     Executive. The term “Executive”
shall have the meaning set forth in the preface.


 


1.21.     Executive Group. The term “Executive
Group” shall mean the Executive and the Executive’s Permitted Transferees.


 


1.22.     Fair Market Value. The term “Fair
Market Value” used in connection with the value of Units shall mean the
fair value of the Units determined in good faith by the Board using its
reasonable business judgment (valuing the Company and its subsidiaries as a
going concern; disregarding any discount for minority interest, non-voting
interest or marketability of the Units, whether due to transfer restrictions or
the lack of a public market for the Units; taking into account the Preferred
Return (as defined in the LLC Agreement)); provided  further that
if the Executive disagrees in good faith with the Board’s determination and the
aggregate Fair Market Value of the Units in question is asserted in good faith
by the Executive to be in excess of $1,000,000, the Executive shall promptly
notify the Company in writing of such disagreement within 15 business days of
receipt of the Board’s determination of the Fair Market Value of such Units, in
which event an independent appraiser, accountant or investment banking firm
(the “Arbiter”) shall be selected by mutual agreement of the Executive
and the Board within 15 days of the Company’s receipt of the Executive’s notice
of disagreement. The Arbiter shall make a determination of the Fair Market
Value thereof (valuing the Company and its subsidiaries as set forth above)
solely by (i) reviewing a single written presentation (together with any
supporting documentation) timely made by each of the Company and the Executive
setting form their respective valuations and the bases therefor and (ii) accepting
either the Executive’s or the


 


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Company’s proposed valuation.
For the avoidance of doubt, the determination of Fair Market Value of any Unit
shall be based on the amounts that would be distributable in respect of such
Unit upon a Sale of the Company under the terms of the LLC Agreement,
including, without limitation, any adjustments necessary to reflect the portion
of any tax distributions that were previously made in respect of such Unit but
not charged against other distributions in respect of such Unit. In the event
the Executive and the Board are unable to agree on an Arbiter that is mutually
acceptable to both parties within the time period specified above, the Arbiter
shall be designated by the American Arbitration Association. Promptly following
the Company’s receipt of Executive’s written notice of disagreement, the
Company shall make available to Executive all data (including reports of
employees and outside advisors) relied upon by the Board in making its
determination. The Executive’s and the Company’s written presentations must be
submitted to the Arbiter within 30 days of the Arbiter’s engagement, written
notice of which shall be delivered by the Company to the Executive. The Arbiter
shall notify the Executive and the Company of its decision within 30 days of
its engagement. If (x) the Executive’s proposed valuation is accepted by the
Arbiter and (y) the Executive’s proposed valuation is at least 3% higher than
the proposed valuation submitted to the Arbiter by the Company, the Company
shall pay all of the Executive’s reasonable out-of-pocket fees and expenses
(including reasonable fees and expenses of counsel and one appraiser,
accountant or investment banking firm) incurred in connection with the dispute
of Fair Market Value. In all other cases, the Executive shall be responsible
for such fees and expenses. Each of the Company and the Executive agrees to
execute, if requested by the Arbiter, a reasonable engagement letter with the
Arbiter. The party who is unsuccessful in such arbitration will pay the fees
and expenses of the Arbiter.


 


1.23.     Financing Default. The term “Financing
Default” shall mean an event which would constitute (or with notice or
lapse of time or both would constitute) an event of default under any of the
following as they may be amended from time to time: (i) definitive financing
documents as contemplated by the Financing Commitments (as defined in the
Merger Agreement), and any extensions, renewals, refinancings or refundings
thereof in whole or in part; (ii) any other agreement under which an amount of
indebtedness of the Company or any of its subsidiaries in excess of $1,000,000
is outstanding as of the time of the aforementioned event, and any extensions,
renewals, refinancings or refundings thereof in whole or in part; (iii) any
amendment of, supplement to or other modification of any of the instruments
referred to in clauses (i) and (ii) above; and (iv) any of the securities
issued pursuant to or whose terms are governed by the terms of any of the
agreements set forth in clauses (i) through (iii) above, and any extensions,
renewals, refinancings or refundings thereof in whole or in part.


 


1.24.     Good Reason. The term “Good
Reason” shall have the same meaning ascribed to such term in any employment
or severance agreement then in effect between Executive and the Company or one
of its subsidiaries or, if no such agreement containing a definition of “Good
Reason” is then in effect, shall mean the termination of Executive’s employment
only because of one or more of the following: (i) any act or omission that
constitutes a material breach by the Company of any of its obligations under
any employment agreement or terms which remains uncured for 10 business days
after written notice to the Company, specifying in reasonable detail the nature
of such breach; (ii) a material diminution in the responsibilities or authority
of such Executive or a change to the Executive’s title with the Company, which
diminution or change is not rectified within 10 business days after written
notice to the Company; (iii) any breach by the Company of its obligations under
the Incentive Unit Subscription Agreement between the


 


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Company and the Executive
that results in a material and adverse change to the Executive’s rights under
such agreement that is inconsistent with the terms of the Plan or such
agreement, (iv) a reduction in the base salary of such Executive, a material
reduction in the employee benefits made available to him, or a reduction in the
bonus which such Executive is eligible to earn; or (v) such Executive is
required to relocate his primary office location by more than 30 miles, without
his consent; provided, that no termination shall be deemed a termination by the
Executive for “Good Reason” unless the Executive shall have delivered notice of
termination to the Company within 30 days of the occurrence of Good Reason.


 


1.25.     Holdings. The term “Holdings”
shall have the meaning set forth in the preface.


 


1.26.     Incentive Unit Subscription Agreement.
The term “Incentive Unit Subscription Agreement” shall mean any
Management Unit Subscription Agreement entered into by and between the Company
and an officer of RTS in connection with the grant of any awards under the
Company’s 2008 Unit Incentive Plan.


 


1.27.     Junior Subordinated Note. The term “Junior
Subordinated Note” shall have the meaning set forth in Section 6.1.


 


1.28.     LLC Agreement. The term “LLC
Agreement” shall have the meaning set forth in the preface.


 


1.29.     Management Investors. The term “Management
Investors” shall have the meaning set forth in the preface.


 


1.30.     Merger Agreement. The term “Merger
Agreement” shall have the meaning set forth in the preface.


 


1.31.     Merger Sub. The term “Merger Sub”
shall have the meaning set forth in the preface.


 


1.32.     Payment Restriction. The term “Payment
Restriction” shall have the meaning set forth in Section 6.1.


 


1.33.     Performance Target. The term “Performance
Target” shall mean, (i) with respect to fiscal year 2008, 2009 or 2010, 85%
of the Targeted EBITDA for such fiscal year as set forth in Exhibit A
hereto, and (ii) with respect to any fiscal year ending on or after December 31,
2011, the greater of (x) 85% of the Targeted EBITDA as set forth the Company’s
annual plan for such fiscal year, as such plan is approved by the Board in good
faith or (y) $163 million; provided, that the Performance Target as of the end
of any fiscal quarter shall be equal to the Performance Target for the entire
fiscal year prorated on a quarterly basis through the end of such fiscal
quarter.


 


1.34.     Permitted Transferee. The term “Permitted
Transferee” means any transferee of Units pursuant to clauses (e) or (f) of
the definition of “Exempt Employee Transfer” as defined in the Securityholders
Agreement.


 


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1.35.     Person. The term “Person”
shall mean any individual, corporation, partnership, limited liability company,
trust, joint stock company, business trust, unincorporated association, joint
venture, governmental authority or other entity of any nature whatsoever.


 


1.36.     Preferred Units. The term “Preferred
Units” shall have the meaning set forth in the preface.


 


1.37.     Prohibited Activity. The term “Prohibited
Activity” shall have the meaning set forth in Section 5.2(a).


 


1.38.     Public Offering. The term “Public
Offering” shall have the meaning set forth in the Securityholders
Agreement.


 


1.39.     Put Notice. The term “Put Notice”
shall have the meaning set forth in Section 5.1(b).


 


1.40.     Put Option Exercise Period. The term
“Put Option Exercise Period” shall have the meaning set forth in Section
5.1(a).


 


1.41.     Put Right Commencement Date. The
term “Put Right Commencement Date” shall mean the later of (i) the third
anniversary of the Closing Date and (ii) the Termination Date for a Qualified
Termination.


 


1.42.     Qualified Termination. The term “Qualified
Termination” shall have the meaning set forth in Section 5.l(a).


 


1.43.     Retirement. The term “Retirement”
shall mean, with respect to the Executive, the Executive’s retirement as an
employee of the Company or any of its subsidiaries pursuant to the employment
policies of the Company and/or its subsidiaries, or if such employment policy
does not exist, on or after reaching age 65 or such earlier age as may be
otherwise determined by the Board after at least five years employment with the
Company or any of its subsidiaries after the Closing Date.


 


1.44.     Rollover Subscription Agreement. The
term “Rollover Subscription Agreement” shall mean any Management Stock
Contribution and Unit Subscription Agreement entered into by and between the
Company and an officer of RTS in connection with the Acquisition.


 


1.45.     Sale of the Company. The term “Sale
of the Company” shall have the meaning set forth in the Securityholders
Agreement.


 


1.46.     Securities Act. The term “Securities
Act” shall mean the Securities Act of 1933, as amended, and all rules and
regulations promulgated thereunder, as the same may be amended from time to
time.


 


1.47.     Securityholders Agreement. The term “Securityholders
Agreement” shall mean the Securityholders Agreement dated as of the Closing
Date among Vestar, the Management Investors and the Company, as it may be
amended or supplemented thereafter from time to time.


 


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1.48.     Shares. The term “Shares”
shall have the meaning set forth in the preface.


 


1.49.     Termination Date. The term “Termination
Date” means the date upon which Executive’s employment with the Company and
its subsidiaries is terminated.


 


1.50.     Units. The term “Units” shall
mean, collectively, the Preferred Units and the Class A Units.


 


1.51.     Vestar. The term “Vestar”
means Vestar Capital Partners V, L.P., a Cayman Islands exempted limited
partnership.


 


2.             Contribution.


 


2.1.       Contribution of Shares and Cash.
Pursuant to the terms and subject to the conditions set forth in this Agreement,
the Executive hereby agrees to contribute, and the Company hereby agrees to
receive, the Shares set forth on Schedule I (the “Contributed Shares”)
in exchange for the number of each class of Units as set forth on Schedule
II (such Units, collectively, the “Rollover Units”).


 


2.2.       The Closing. The closing of the
contribution of the Contributed Shares in exchange for the Rollover Units (the “Closing”)
shall occur immediately prior to the consummation of the Acquisition. At the
Closing, subject to the terms and conditions set forth in this Agreement, the
Executive shall deliver to the Company stock certificates representing the
Contributed Shares duly endorsed for transfer or accompanied by duly executed
stock powers or forms of assignment. Following receipt of such stock
certificates, the Company will amend its Unit ledger to reflect the Executive’s
ownership of the Rollover Units.


 


2.3.       Section 83(b) Election. With
respect to the Class A Units received by Executive, within 10 days after the
Closing, Executive shall timely file (via certified mail, return receipt
requested) with the Internal Revenue Service a completed election under Section
83(b) of the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder in the form of Exhibit B attached hereto. The
Executive shall provide the Company with proof of such timely filing.


 


3.             Representations
and Warranties of the Executive and the Company.


 


3.1.       Share
Contribution Representations of the Executive. The Executive represents
and warrants to the Company that the statements contained in this Section 3.1
are correct and complete as of the date of this Agreement and will be correct
and complete as of the Closing Date, with respect to himself:


 


(a)        Power and Authority. The
Executive has full power and authority to execute and deliver this Agreement
and perform his obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of the Executive, enforceable in accordance with its
terms and conditions. To the best of his knowledge, the Executive need not give
any notice to, make any filing with, or obtain any authorization, consent or
approval of any government or governmental agency in order to consummate the
transactions contemplated by this Agreement.


 


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(b)        Noncontravention. To the best of
his knowledge, neither the execution and the delivery of this Agreement, nor
the consummation of the transactions contemplated hereby, will violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which the Executive is subject or conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which the Executive is a party or by which he is bound or to
which any of his assets is subject.


 


(c)        Brokers’ Fees. The Executive has
no liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this
Agreement for which the Company could become liable or obligated.


 


(d)        Capital Stock. The Executive
holds of record and owns beneficially the number of Contributed Shares set
forth next to his name on Schedule I, free and clear of any restrictions
on transfer (other than any restrictions under the Securities Act and state
securities laws or other Transaction Documents), taxes, security interests,
options, warrants, purchase rights, contracts, commitments, equities, claims
and demands. The Executive is not a party to any option, warrant, purchase
right, or other contract or commitment that could require the Executive to
sell, transfer, or otherwise dispose of any capital stock of RTS (other than
this Agreement). Except as set forth in other Transaction Documents, the
Executive is not a party to any voting trust, proxy, or other agreement or
understanding with respect to the voting of any capital stock of RTS.


 


3.2.       Units
Unregistered. The Executive acknowledges and represents that
Executive has been advised by the Company that:


 


(a)        the offer and sale of the Units have not
been registered under the Securities Act;


 


(b)        the Units must be held indefinitely and
the Executive must continue to bear the economic risk of the investment in the
Units unless the offer and sale of such Units are subsequently registered under
the Securities Act and all applicable state securities laws or an exemption
from such registration is available;


 


(c)        there is no established market for the
Units and it is not anticipated that there will be any public market for the Units
in the foreseeable future;


 


(d)        a notation set forth in the form below
and the legends set forth in Section 9.2 of the Securityholders Agreement shall
be made in the appropriate records of the Company indicating that the Units are
subject to restrictions on transfer:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS AND OTHER
PROVISIONS SET FORTH IN A MANAGEMENT STOCK CONTRIBUTION AND UNIT SUBSCRIPTION
AGREEMENT BETWEEN THE ISSUER AND DANIEL E.


 


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DOSORETZ DATED AS OF
FEBRUARY 21, 2008, AS AMENDED AND MODIFIED FROM TIME TO TIME, A COPY OF WHICH MAY
BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER’S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE”; and


 


(e)        if the Company should at some time in
the future engage the services of a securities transfer agent, appropriate
stop-transfer instructions will be issued to such transfer agent with respect
to the Units.


 


3.3.       Additional
Investment Representations of the Executive. The Executive represents
and warrants that:


 


(a)        the Executive’s financial situation is
such that Executive can afford to bear the economic risk of holding the Units
for an indefinite period of time, has adequate means for providing for
Executive’s current needs and personal contingencies, and can afford to suffer
a complete loss of Executive’s investment in the Units;


 


(b)        the Executive’s knowledge and experience
in financial and business matters are such that Executive is capable of
evaluating the merits and risks of the investment in the Units;


 


(c)        the Executive understands that the Units
are a speculative investment which involves a high degree of risk of loss of
Executive’s investment therein, there are substantial restrictions on the
transferability of the Units and, on the Closing Date and for an indefinite
period following the Closing, there will be no public market for the Units and,
accordingly, it may not be possible for the Executive to liquidate Executive’s
investment in case of emergency, if at all;


 


(d)        the Executive understands and has taken
cognizance of all the risk factors related to the purchase of the Units and,
other than as set forth in this Agreement, no representations or warranties
have been made to the Executive or Executive’s representatives concerning the
Units or the Company or their prospects or other matters;


 


(e)        the Executive has been given the
opportunity to examine all documents and to ask questions of, and to receive
answers from, the Company and its representatives concerning the Company and
its subsidiaries, the Acquisition, the Securityholders Agreement, the Company’s
organizational documents and the terms and conditions of the subscription for
the Units and to obtain any additional information which the Executive deems
necessary;


 


(f)         all information which the Executive has
provided to the Company and the Company’s representatives concerning the
Executive and Executive’s financial position is complete and correct as of the
date of this Agreement; and


 


(g)        the Executive is an “accredited investor”
within the meaning of Rule 501(a) under the Securities Act, as described in Exhibit
C attached hereto.


 


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3.4.                    Representations
of the Company. The Company represent to the Executive that the
statements contained in this Section 3.4 are correct and complete
as of the date of this Agreement and will be correct and complete as of the
Closing Date, with respect to itself:


 


(a)                         Organization
and Power. The Company is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware with full power and authority to enter into this Agreement and perform
its obligations hereunder.


 


(b)                        Authorization. The
execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby by the Company have been
duly and validly authorized by all requisite limited liability company action
on the part of the Company, and no other proceedings on its part are necessary
to authorize the execution, delivery or performance of this Agreement. This
Agreement has been duly executed and delivered by the Company, and this
Agreement constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms and conditions. The Company need not
give any notice to, make any filing with, or obtain any authorization, consent
or approval of any government or governmental agency in order to consummate the
transactions contemplated by this Agreement.


 


(c)                         Noncontravention. Neither the
execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which the
Company is subject or any provision of its charter or bylaws or conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel,
or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which the Company is a party or by which it
is bound or to which any of its assets is subject.


 


(d)                        Investment. The Company
is not acquiring the Contributed Shares with a view to or for sale in
connection with any distribution thereof within the meaning of the Securities
Act.


 


(e)                         Capitalization. The current
authorized equity units of the Company consists of 10,007,973.3662 Class A
Units, 526,262.5000 Class B Units, 967,848.8492 Class C Units and
527,442.0838 Preferred Units, of which 10,007,973.3662 Class A Units,
505,212.0000 Class B Units, 913,407.3514 Class C Units and
527,442.0838 Preferred Units will be issued and outstanding as of the Closing
Date after giving effect to the transactions contemplated by the Transaction
Documents. All of the issued and outstanding Units have been duly authorized
and are validly issued. Except as set forth in the Transaction Documents, there
are no outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other contracts or
commitments that could require the Company to issue, sell, or otherwise cause
to become outstanding any of its Units. Except as set forth in the Transaction
Documents, there are no outstanding or authorized stock appreciation, phantom
stock, profit participation, or similar rights with respect to the Company.
Except as set forth in the Transaction Documents, there are no voting trusts,
proxies, or other agreements or understandings with respect to the voting of
the capital stock of the Company.


 


11

















 


4.                                       Covenants of
the Executive and the Company.


 


4.1.                    Covenants. The Executive
and the Company each agree as follows with respect to the period between the
execution of this Agreement and the Closing:


 


(a)                         General. The Executive
and the Company each will use his or its commercially reasonable efforts to
take all action and to do all things necessary, proper, or advisable in order
to consummate and make effective the transactions contemplated by this Agreement.


 


(b)                        Notification. Each of the
parties hereto shall disclose to the other parties hereto in writing any
material breach by such party of the representations and warranties of such
party contained in Section 3 hereof promptly upon discovery
thereof.


 


5.                                       Certain Sales
Upon Termination of Employment.


 


5.1.                    Put Option.


 


(a)                         If (i) the
Executive’s employment with the Company and its subsidiaries was terminated by
the Company and its subsidiaries without Cause or by the Executive for Good
Reason prior to the earlier of a Public Offering or a Sale of the Company, and (ii) the
Company’s cumulative EBITDA for a period of six consecutive fiscal quarters
ending immediately prior to the Termination Date is at or above the Performance
Target for such period (any termination satisfying the preceding clauses (i) and
(ii), a “Qualified Termination”), the Executive shall have the right
(subject to the provisions of Section 5.1(b) and Section 6
hereof) to sell to the Company, and the Company shall be required to purchase
(subject to the provisions of Section 5.1(b) and Section 6
hereof) from the Executive and his Permitted Transferees, if applicable, all or
a portion of the Rollover Units then held by the Executive and his Permitted
Transferees as the Executive may request, on one occasion during the two years
following the Put Right Commencement Date (such two-year period, the “Put
Option Exercise Period”) at a price per Unit equal to the Fair Market Value
of such Unit (measured as of the date of delivery of the notice referred to in Section 5.1(b));
provided that (x) the aggregate Fair Market Value of the Rollover
Units obligated to be repurchased pursuant to this Section 5.1
shall in no event exceed the aggregate Cost of the Rollover Units, which the
parties agree to be $45,000,000, and which amount will be reduced by the amount
of any distributions received by the Executive from the Company prior to the
exercise of the put right pursuant to this Section 5.1(a) (other than
tax distributions) and (B) the Executive must exercise his rights under
this Section 5.1 on an equal percentage across the Preferred Units and the
Class A Units that constitute his Rollover Units.


 


(b)                        If the
Executive desires to exercise his option to require the Company to repurchase
the Rollover Units pursuant to Section 5.1(a), the Executive shall
send one written notice (the “Put Notice”) to the Company setting forth
the intention of Executive and Permitted Transferees, if applicable, to
collectively sell the Rollover Units pursuant to Section 5.1(a) within
the Put Option Exercise Period, which notice shall specify the number of
Rollover Units to be sold and shall include the signature of the Executive and
each Permitted Transferee desiring to sell such Rollover Units. Within 45 days
after the Company’s receipt of the Put Notice, the Board shall make a
determination of the Fair Market Value of the Rollover Units as of the date


 


12

















 


of the Put Notice and shall
notify the Executive of the Fair Market Value before the expiration of such
45-day period. Subject to the provisions of Section 6, the closing
of the purchase shall take place at the principal office of the Company on the
later of the 30th day after the giving of such notice and the date that is 10 business
days after the final determination of Fair Market Value. The purchase price for
any repurchase pursuant to this Section 5.1(a) shall be paid
in three equal installments, with the first installment to be paid on the
closing date of the repurchase and the second and third installments to be paid
on the first and second anniversary of such closing date, respectively. Subject
to the provisions of Section 6 and upon customary representations
by the Executive and other members of the Executive Group as selling
unitholders (such representations shall include representations regarding
ownership and title of the Rollover Units subject to the repurchase, and due
authorization and non-contravention of all transaction documents delivered in
connection with the repurchase), the Executive shall deliver to the Company
duly executed instruments transferring title to units to the Company, against
payment of the first installment of the purchase price by cashier’s or
certified check payable to the Executive or by wire transfer of immediately
available funds to an account designated by the Executive.


 


5.2.                    Call Options.


 


(a)                         If the
Executive’s employment with the Company or any of its subsidiaries terminates
for any of the reasons set forth in clauses (i), (ii) or (iii) below
prior to a Sale of the Company, or if the Executive engages in any activity
prohibited under Section 10 of Executive’s Employment Agreement, dated as
of February 21, 2008, by and among the Executive, Holdings and RTS, during
the time that such activity is prohibited (“Prohibited Activity”), the
Company shall have the right and option to purchase for a period of 90 days
following the Termination Date (provided that if the Executive’s employment
with the Company and its subsidiaries is terminated prior to the six month
anniversary of the Closing Date, such 90 day period shall begin on the six
month anniversary of the Closing Date) (such period, the “Call Option
Exercise Period”), and each member of the Executive Group shall be required
to sell to the Company, any or all of the Rollover Units then held by such
member of the Executive Group (it being understood that if the Rollover Units
of any class subject to repurchase hereunder may be repurchased at different
prices, the Company may elect to repurchase only the portion of Rollover Units
of such class subject to repurchase hereunder at the lower price), at a price
per Unit equal to the applicable purchase price determined pursuant to Section 5.2(c):


 


(i)                            if the
Executive’s active employment with the Company and its subsidiaries is
terminated due to the Disability or death of the Executive;


 


(ii)                         if the
Executive’s active employment with the Company and its subsidiaries is
terminated (A) by the Company and its subsidiaries without Cause or (B) by
the Executive for Good Reason;


 


(iii)                      if the
Executive’s active employment with the Company and its subsidiaries is
terminated (A) by the Company or any of its subsidiaries for Cause or (B) by
the Executive for any other reason not set forth in Section 5.2(a)(i) or
Section 5.2(a)(ii) (other than Executive’s Retirement).


 


13

















 


(b)                                           If the Company
desires to exercise one of its options to purchase Units pursuant to this Section 5.2.
the Company shall, not later than the expiration of the applicable Call Option
Exercise Period, send written notice to each member of the Executive Group of
its intention to purchase all or a portion of the Rollover Units, specifying
the number of Rollover Units to be purchased and the Fair Market Value of the
Rollover Units as of the date of such notice (the “Call Notice”).
Subject to the provisions of Section 6. the closing of the purchase
shall take place at the principal office of the Company on the later of the
30th day after the giving of the Call Notice and the date that is 10 business
days after the final determination of Fair Market Value. Subject to the
provisions of Section 6, the Executive shall deliver to the Company
duly executed instruments transferring title to Units to the Company, against
payment of the appropriate purchase price by cashier’s or certified check
payable to the Executive or by wire transfer of immediately available funds to
an account designated by the Executive.


 


(c)                         In the event of
a purchase by the Company pursuant to Section 5.2(a), the purchase
price shall be (in each case after taking account of any prior purchases
pursuant to Section 5.2(a)):


 


(i)                            if the
Executive engages in Prohibited Activity, a price per Unit equal to the Fair
Market Value measured as of the Activity Date; and


 


(ii)                         in the case of
a termination of employment described in Section 5.2(a)(i), Section 5.2(a)(ii).
or Section 5.2(a)(iii) a price per Unit equal to the Fair
Market Value measured as of the date of the Call Notice.


 


(d)                        If (i) the
Company exercises its option to purchase the Units pursuant to this Section 5.2
upon a termination of employment described in Section 5.2(a)(i) or
Section 5.2(a)(ii). (ii) within six months following the date
of closing of such purchase, a Sale of the Company occurs resulting in the
unitholders receiving cash proceeds from such sale, and (iii) the cash
proceeds per Unit that would have been received by the Executive with respect
to any Units that were repurchased had the Executive continued to hold such
Units through the closing of such Sale of the Company would have been greater
than the purchase price determined pursuant to Section 5.2(c)(ii) above,
then in connection with the consummation of such Sale of the Company, the
Executive shall be entitled to receive an amount in cash equal to the product
of (x) the number of Rollover Units purchased by the Company pursuant to
this Section 5.2 and (y) the amount by which the cash proceeds
per each such Unit that would have been so received in connection with such Sale
of the Company exceeds the purchase price paid by the Company pursuant to Section 5.2(c)(ii) above.


 


(e)                         Notwithstanding
anything to the contrary contained in this Agreement, if the Fair Market Value
of Units subject to a Call Notice is finally determined to be an amount at
least 15% greater than the per Unit repurchase price for such Unit in the Call
Notice, the Company shall have the right to revoke the exercise of its option
pursuant to this Section 5.2 for all or any portion of the Units
elected to be repurchased by it by delivering notice of such revocation in
writing to the Executive Group during the ten-day period beginning on the date
that the Company is given written notice that the Fair Market Value of a Unit
was finally determined to be an amount at least 15% greater than the per Unit
repurchase price set forth in the Call Notice.


 


14

















 


5.3.                    Obligation to
Sell Several. If there is more than one member of the Executive
Group, the failure of any one member thereof to perform its obligations
hereunder shall not excuse or affect the obligations of any other member
thereof, and the closing of the purchases from such other members by the
Company shall not excuse, or constitute a waiver of its rights against, the
defaulting member.


 


5.4.                    Interim
Distributions. Notwithstanding anything to the contrary herein,
in the event the Company declares or a pays a distribution with respect to any
of the Units held by the Executive Group on or after the Termination Date but
prior to (x) the exercise by the Executive of the put option provided by Section 5.1
or prior to the closing of the repurchase transactions contemplated by a Put
Notice, or (y) the exercise by the Company of the call option provided by Section 5.2
or prior to the closing of the repurchase transactions contemplated by a Call
Notice, the entire portion of such distribution shall be held in escrow by the
Company (such amounts, the “Escrow Funds”) until, in the case of the
exercise by the Executive of the put option, the expiry of the Put Option
Exercise Period and, in the case of the exercise by the Company of the call
option, the later of (i) the expiry of the time period by which the call
option provided by Section 5.2 must be exercised and (ii) if
one or more Call Notices have been delivered, until all the transactions
contemplated by all Call Notices have been consummated. In the event the
Executive decides to exercise the put option provided by Section 5.1
or the Company decides to exercise the call option provided by Section 5.2,
as applicable, the entire amount of such Escrow Funds shall be permanently
transferred to the Company and deemed forfeited by the Executive Group. In the
event the Executive does not exercise the put option provided by Section 5.1
or the Company does not exercise the call option provided by Section 5.2,
the entire amount of such Escrow Funds shall be permanently transferred to the
relevant members of the Executive Group.


 


6.                                       Certain
Limitations on the Company’s Obligations to Purchase Units.


 


6.1.                    Payment for
Units. If at any time the Company elects or is required to purchase any
Units pursuant to Section 5, the Company shall pay the purchase
price for the Units it purchases (i) first, by offsetting indebtedness, if
any, owing from the Executive to the Company (which indebtedness shall be
applied pro rata against the proceeds receivable by each member of the
Executive Group receiving consideration in such repurchase) and (ii) then,
by the Company’ delivery of a check or wire transfer of immediately available
funds for the remainder of the purchase price (if any) or, in the case of a
repurchase pursuant to Section 5.1(a), the first installment
payment of the purchase price (if any), against delivery of the certificates or
other instruments representing the Units so purchased, duly endorsed; provided
that the Company shall not be required to make such cash payment if such cash
payment would result in (A) a violation of any law, statute, rule,
regulation, policy, order, writ, injunction, decree or judgment promulgated or
entered by any federal, state, local or foreign court or governmental authority
applicable to the Company or any of its subsidiaries or any of its or their
property or (B) after giving effect thereto, a Financing Default, or if
the Board determines in good faith that immediately prior to such purchase
there shall exist a Financing Default which prohibits such purchase, dividend
or distribution (any such restriction, a “Payment Restriction”). If such
a Payment Restriction exists, the Company will use all commercially reasonable
efforts to cause the party to whom the obligation is owed giving rise to such
Payment Restriction to waive such Payment Restriction so that such cash payment
may be made or, if no party is involved in such restriction, to otherwise
eliminate such Payment Restriction; provided that the Company shall


 


15

















 


not have any obligation to
make a payment to any party or to modify any agreement, contract or other arrangement
in a manner that is material and adverse to the Company or any of its
subsidiaries in order to eliminate such restriction. The Company will use its
reasonable discretion to determine the timing of such request or requests to
waive or remove such Payment Restriction. If such Payment Restriction is not
waived or removed or if the Executive’s employment is terminated by the Company
for Cause, at the Company’s election, the Company may pay such purchase price
in the form of a junior subordinated note of the Company (a “Junior
Subordinated Note”) (or partially in cash, to the extent such partial cash
payment is not so prohibited) bearing interest at (A) a rate equal to the “prime
rate” (as published in The Wall Street Journal on the date of issuance) plus
two basis points, compounded annually, if the Executive’s employment was
terminated for the reasons set forth in Section 5.2(a)(i) or 5.2(a)(ii) and the Company
exercises its repurchase option pursuant to Section 5.2, or if the
Executive exercises its put option pursuant to Section 5.1, or (B) at
the Applicable Federal Rate, compounded annually, if Executive’s employment was
terminated for the reasons set forth in Section 5.2(a)(ii) and
the Company exercises its repurchase option pursuant to Section 5.2.
The principal and interest with respect to such note shall be payable within a
10 business day period after the earliest to occur of (w) the date on
which such Payment Restriction no longer exists, (x) the date of the
initial Public Offering, (y) the date on which the Company makes a
distribution pursuant to Section 4.1 of the LLC Agreement (other than a
tax distribution), or (z) upon a Sale of the Company from net cash
proceeds, if any, payable to the Company or its unitholders; to the extent that
sufficient net cash proceeds are not so payable, the Junior Subordinated Note
shall be cancelled in exchange for such other non-cash consideration received
by unitholders in the Sale of the Company having a Fair Market Value equal to
the principal of and accrued interest on the note. The principal of and accrued
interest on any such note may be prepaid in whole or in part at any time at the
option of the Company. In the event a Junior Subordinated Note is issued in
respect of the purchase price for any Units purchased by the Company pursuant
to Section 5, the Company shall grant to the Executive a first
priority security interest in such Units as collateral security for the prompt
and complete payment when due of the note and the interest thereon, and shall
use commercially reasonable efforts to assist the Executive to perfect such
security interest in the Units.


 


6.2.                    Certain
Deferral of Payment. If, at the closing of any purchase of Units
pursuant to Section 5, the Company has not opted to issue a Junior
Subordinated Note pursuant to Sections 6.1 (or is prohibited from doing
so), and any such purchase would result in a material and adverse accounting or
tax effect for the Company or violation or breach of any financing agreement to
which the Company is a party, then the Company will provide written notice to
the Executive explaining in reasonable detail such adverse effects and such
closing of the purchase pursuant to Section 5 shall not be
consummated until such time as it can be done without such adverse effect; provided
that in no event shall such deferral exceed one (1) year; provided,
further, that the Executive shall be entitled to interest on the amount to
be paid for such Units at the rate that would be applicable if a Junior
Subordinated Note had been issued in accordance with Sections 6.1 for
the period of such deferral.


 


7.                                       Miscellaneous.


 


7.1.                    Transfers to
Permitted Transferees. Prior to the transfer of Units to a
Permitted Transferee (other than a transfer in connection with or subsequent to
a Sale of the Company), the


 


16

















 


Executive shall deliver to
the Company a written agreement of the proposed transferee (a) evidencing
such Person’s undertaking to be bound by the terms of this Agreement and (b) acknowledging
that the Units transferred to such Person will continue to be Units for
purposes of this Agreement in the hands of such Person. Any transfer or
attempted transfer of Units in violation of any provision of this Agreement or
the Securityholders Agreement shall be void, and the Company shall not record
such transfer on its books or treat any purported transferee of such Units as
the owner of such Units for any purpose.


 


7.2.                    Deemed Transfer
of Units. If the Company shall deliver, at the time and
place and in the amount and form provided in this Agreement, the consideration
for the Units to be repurchased in accordance with the provisions of this
Agreement, then from and after such time, the Person from whom such Units are
to be repurchased shall no longer have any rights as a holder of such Units
(other than the right to receive payment of such consideration in accordance
with this Agreement), and such Units shall be deemed purchased in accordance
with the applicable provisions hereof and the Company shall be deemed the owner
and holder of such Units, whether or not certificates therefor have been
delivered as required by this Agreement.


 


7.3.                    Recapitalizations,
Exchanges, Etc., Affecting Units. The provisions of this
Agreement shall apply, to the full extent set forth herein with respect to
Units, to any and all securities of the Company or 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 the
Units, by reason of any dividend payable in Units, issuance of Units,
combination, recapitalization, reclassification, merger, consolidation or
otherwise.


 


7.4.                    Executive’s
Employment by the Company. Nothing contained in this Agreement shall
be deemed to obligate the Company or any subsidiary of the Company to employ
the Executive in any capacity whatsoever or to prohibit or restrict the Company
(or any such subsidiary) from terminating the employment of the Executive at
any time or for any reason whatsoever, with or without Cause.


 


7.5.                    Indemnification
by Executive. Executive agrees to indemnify and hold harmless
the Company against any and all taxes due or paid by Parent or its subsidiaries
incurred in connection with any failure to withhold amounts relating to the
Units acquired herein by the Management Investors. Each of Executive and the
Company shall notify the other (in a manner described in Section 7.10
of this Agreement) within 20 days of first receiving notice of an audit or
other proceeding being conducted by the Internal Revenue Service or any state
or local taxing authority relating to the Units acquired herein by the
Management Investors, and both Executive and the Company shall assist each
other during the course of such audit or other proceeding to the extent that
such assistance is reasonably requested.


 


7.6.                    Binding Effect. 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 assigns; provided, however, that no Permitted Transferee shall
derive any rights under this Agreement unless and until such Permitted
Transferee has executed and delivered to the Company a valid undertaking and
becomes bound by the terms of this Agreement; and provided further that
Vestar is a third party beneficiary of this Agreement and shall have the right
to enforce the provisions hereof.


 


17

















 


7.7.                    Amendment;
Waiver. This Agreement may be amended only by a written instrument signed by
the parties hereto. No waiver by any party hereto of any of the provisions
hereof shall be effective unless set forth in a writing executed by the party
so waiving.


 


7.8.                    Governing Law. This
Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of Delaware applicable to contracts made and to be
performed therein.


 


7.9.                    Jurisdiction. Any suit,
action or proceeding with respect to this Agreement, or any judgment entered by
any court in respect of any thereof, shall be brought in any court of competent
jurisdiction in the State of Delaware, and each of the Company and the members
of the Executive Group hereby submits to the exclusive jurisdiction of such
courts for the purpose of any such suit, action, proceeding or judgment. Each
of the members of the Executive Group and the Company hereby irrevocably waives
any objections which it may now or hereafter have to the laying of the venue of
any suit, action or proceeding arising out of or relating to this Agreement
brought in any court of competent jurisdiction in the State of Delaware, and
hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in any inconvenient
forum.


 


7.10.              Notices. All notices
and other communications hereunder shall be in writing and shall be deemed to
have been duly given when personally delivered, telecopied (with confirmation
of receipt), one day after deposit with a reputable overnight delivery service
(charges prepaid) and three days after deposit in the U.S. Mail (postage
prepaid and return receipt requested) to the address set forth below or such
other address as the recipient party has previously delivered notice to the
sending party.


 


(a)                                       If to the
Company:


 


Radiation
Therapy Investments, LLC

c/o Vestar Capital Partners V, L.P.

245 Park Avenue, 41st Floor

New York, NY 10167

Attention: James L. Elrod, Jr.

Facsimile: (212) 808-4922


 


with copies (which shall not
constitute notice) to:


 


Vestar
Capital Partners V, L.P.

245 Park Avenue, 41st Floor

New York, NY 10167

Attention: General Counsel

Facsimile: (212) 808-4922


 


and:


 


Kirkland &
Ellis LLP

Citigroup Center

153 E. 53rd Street


 


18

















 


New
York, NY 10022

Attention: Michael Movsovich

Facsimile: (212) 446-4900


 


(b)                                      If to the
Executive, to the address as set forth below the Executive’s signature below,
with copies (which shall not constitute notice) to:


 


Shumaker, Loop &
Kendrick, LLP

101 East Kennedy Boulevard, Suite 2800

Tampa, Florida 33602

Attn: Darrell C. Smith

Facsimile: (813) 229-1660


 


7.11.              Integration. This
Agreement and the documents referred to herein or delivered pursuant hereto
which form a part hereof contain the entire understanding of the parties with
respect to the subject matter hereof and thereof. There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings
with respect to the subject matter hereof other than those expressly set forth
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


 


7.12.              Counterparts. This
Agreement may be executed in separate counterparts (including by means of
telecopied signature pages), and by different parties on separate counterparts
each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.


 


7.13.              Injunctive Relief. Without
intending to limit the remedies available to each of the parties hereto, the
Company, the Executive and the Executive’s Permitted Transferees each
acknowledges that a breach of any of the terms of this Agreement may result in
material and irreparable injury for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of such a breach or threat thereof, each party hereto shall
be entitled to seek a temporary restraining order and/or preliminary or
permanent injunction restraining the other party (and their Permitted
Transferees) from engaging in activities prohibited by this Agreement or such
other relief as may be required specifically to enforce any of the terms
hereof. If for any reason it is held that the restrictions under this Agreement
are not reasonable or that consideration therefore is inadequate, such
restrictions shall be interpreted or modified to include as much of the
duration and scope identified in this Agreement as will render such
restrictions valid and enforceable.


 


7.14.              WAIVER OF JURY TRIAL. EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


7.15.              Rights Cumulative; Waiver. The rights
and remedies of the Executive and the Company under this Agreement shall be
cumulative and not exclusive of any rights or remedies which either would
otherwise have hereunder or at law or in equity or by statute, and no failure
or delay by either party in exercising any right or remedy shall impair any
such right or remedy


 


19

















 


or operate as a waiver of
such right or remedy, nor shall any single or partial exercise of any power or
right preclude such party’s other or further exercise or the exercise of any
other power or right. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any preceding or succeeding breach and no failure by either party to exercise
any right or privilege hereunder shall be deemed a waiver of such party’s
rights or privileges hereunder or shall be deemed a waiver of such party’s
rights to exercise the same at any subsequent time or times hereunder.


 


*****


 


20














 


IN WITNESS WHEREOF, the
parties have executed this Management Stock Contribution and Unit Subscription
Agreement as of the date first above written.


 


 


	
   

  	
   

  	
  RADIATION THERAPY
  INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
  /s/ Daniel E. Dosoretz

  	
   

  
	
   

  	
  Daniel E. Dosoretz

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  13221 PONDEROSA WAY

  
	
   

  	
   

  	
  FORT MYERS, FL 33907

  
				



 

















 


CONSENT
OF SPOUSE


 


I, Celin Dosoretz, the
undersigned spouse of Executive, hereby acknowledge that I have read the
foregoing Management Stock Contribution and Unit Subscription Agreement (the “Agreement”)
and that I understand its contents. I am aware that the Agreement provides for
the repurchase of my spouse’s Units (as defined in the Agreement) under certain
circumstances and imposes other restrictions on the transfer of such Units. I
agree that my spouse’s interest in the Units is subject to the Agreement and
any interest I may have in such Units shall also be irrevocably bound by the
Agreement and, further, that my community property interest in such Units, if
any, shall be similarly bound by the Agreement.


 


I am aware that the legal,
financial and other matters contained in the Agreement are complex and I am
encouraged to seek advice with respect thereto from independent legal and/or
financial counsel. I have either sought such advice or determined after
carefully reviewing the Agreement that I hereby waive such right.


 


	
   

  	
   

  	
  Acknowledged and agreed
  this 18th day of February, 2008.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
  Name:

  	
  /s/
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
  Witness

  



 

















 


ELECTION
TO INCLUDE UNITS IN GROSS

INCOME PURSUANT TO SECTION 83(b) OF THE

INTERNAL REVENUE CODE


 


The undersigned purchased
units (the “Units”) of Radiation Therapy Investments, LLC (the “Company”)
on February 21, 2008. The undersigned desires to make an election to have
the Units taxed under the provision of Section 83(b) of the United
States Internal Revenue Code of 1986, as amended (“Code §83(b)”), at the
time the undersigned purchased the Units.


 


Therefore, pursuant to Code
§83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the
undersigned hereby makes an election, with respect to the Units (described
below), to report as taxable income for calendar year 2008 the excess, if any,
of the Units’ fair market value on February 21, 2008 over the purchase
price thereof.


 


The following information is
supplied in accordance with Treasury Regulation §1.83-2(e):


 


1.      The name, address and social security number of the
undersigned:


 


DANIEL E. DOSORETZ, MD




2.      A description of the property with respect to which the
election is being made: 717,678.6354 Class A Common Units.


 


3.      The date on which the property was transferred: February 21,
2008. The taxable year for which such election is made: calendar year 2008.


 


4.      The restrictions to which the property is subject: If the
undersigned ceases to be employed by the Company or any of its subsidiaries
under certain circumstances or engages, in competitive activity, all or a
portion of the Units may be subject to repurchase by Company at the fair market
value of the Units on the date of such repurchase. The Units are also subject
to transfer restrictions.


 


5.      The aggregate fair market value on February 21, 2008 of
the property with respect to which the election is being made, determined
without regard to any lapse restrictions and in accordance with Revenue
Procedure 93-27: $7,176,786.


 


6.      The aggregate amount paid for such property: $7,176,786.


 


A copy of this election has
been furnished to the Secretary of the Company pursuant to Treasury Regulations
§1.83-2(e)(7).


 


 


	
  Dated:
  February 21, 2008

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
   

  	
  Daniel E. Dosoretz

  
			



 


[STAMP]


 

















 


EXHIBIT A

Targeted EBITDA


 


(a) The Targeted EBITDA
with respect to the following fiscal years shall be achieved if each of the
following targets is achieved, subject to the adjustments set forth in
paragraph (b) below:


 


	
   

  	
   

  	
  2008P

  	
   

  	
  2009P

  	
   

  	
  2010P

  	
   

  
	
  Targets

  	
   

  	
  ($ in millions)

  	
   

  	
  ($ in millions)

  	
   

  	
  ($ in millions)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Targeted
  Pro Forma EBITDA

  	
   

  	
  $

  	
  127.1

  	
   

  	
  $

  	
  152.4

  	
   

  	
  $

  	
  177.9

  	
   

  
	
  Memo:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Targeted
  Cumulative EBITDA Contribution from Acquisition with Pro Forma Adjustments(1)

  	
   

  	
  $

  	
  6.0

  	
   

  	
  $

  	
  15.3

  	
   

  	
  $

  	
  25.5

  	
   

  



 






(1) “Pro Forma
Adjustments” shall have the meaning assigned to such term in the Credit
Agreement.


 


(b) Targeted EBITDA
shall be adjusted as follows:


 


(x) if the actual
cumulative EBITDA contribution from acquisitions with respect to any fiscal
year exceeds the Targeted Cumulative EBITDA Contribution from Acquisitions with
respect to such fiscal year set forth in the table above, then the Targeted Pro
Forma EBITDA shall be increased by the amount of such excess; and


 


(y) in the event of any
recapitalization or refinancing with respect to the Company, the Board shall
make a good faith determination as to whether an adjustment to the Targeted Net
Debt is warranted in such circumstances.


 


For purposes of paragraph (x) above,
“cumulative EBITDA contribution from acquisitions” shall refer to EBITDA
contributed by acquisitions consummated on and after September 30, 2007
through and including the last day of the applicable fiscal year.


 

















 


SCHEDULE
I

CONTRIBUTED SHARES


 


	
   

  	
   

  	
  Number of Shares Contributed

  	
   

  	
  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Daniel
  E. Dosoretz

  	
   

  	
  1,384,616

  	
   

  	
  $

  	
  45,000,020

  	
   

  
							



 

















 


SCHEDULE
II

ISSUANCE OF UNITS


 


	
   

  	
   

  	
  Number

  	
   

  	
  Amount

  	
   

  
	
  Preferred
  Units:

  	
   

  	
  37,823.2336

  	
   

  	
  $

  	
  37,823,234

  	
   

  
	
  Class A
  Units:

  	
   

  	
  717,678.6354

  	
   

  	
  $

  	
  7,176,786

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  $

  	
  45,000,020