Exhibit
10.92


 


RADIATION THERAPY SERVICES, INC.


 


DOCUMENTS
RELATING TO THE JOINDER OF


 


JACKSONVILLE
RADIATION THERAPY SERVICES, INC.


 


	
  DOCUMENT

  	
   

  	
  TAB

  
	
   

  	
   

  	
   

  
	
  Supplement No. 1 to the Guaranty and Collateral Agreement

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Assistant Secretary’s and Incumbency Certificate

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  ·     Exhibit A:
  Certificate of Incorporation

  	
   

  	
   

  
	
  ·     Exhibit B:
  Bylaws

  	
   

  	
   

  
	
  ·     Exhibit C:
  Resolutions

  	
   

  	
   

  
	
  ·     Exhibit D:
  Good Standing Certificate

  	
   

  	
   

  
	
  ·     Exhibit D:
  Incumbency Certificate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Lien Search Results

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  Filed UCC-1 Financing Statement

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  Legal Opinion of Shumaker, Loop & Kendrick, LLP

  	
   

  	
  5

  



 

















 


SUPPLEMENT NO. 1 dated as of
June 6th, 2008, to the Guaranty and Collateral Agreement (the “Collateral
Agreement”) dated as of February 21, 2008, among RADIATION THERAPY
SERVICES HOLDINGS, INC., a Delaware corporation (“Parent”),
RADIATION THERAPY SERVICES, INC., a Florida corporation (“Borrower”),
each subsidiary of Borrower listed on Schedule I thereto (each such subsidiary
individually a “Subsidiary Guarantor” and collectively, the “Subsidiary
Guarantors”); the Subsidiary Guarantors and Borrower are referred to
collectively herein as the “Grantors”) and WACHOVIA BANK, NATIONAL
ASSOCIATION, (“Wachovia”), as Collateral Agent (in such capacity, the “Collateral
Agent”).


 


A.            Reference is made to
the Credit Agreement dated as of February 21, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Parent, Borrower, the lenders from time to time party thereto, Wachovia,
as Administrative Agent and the other financial institutions party thereto.


 


B.            Capitalized terms
used in this Agreement and not otherwise defined in this Agreement shall have
the meanings assigned to such terms in the Credit Agreement and the Collateral
Agreement referred to therein.


 


C.            The Grantors have
entered into the Collateral Agreement in order to induce the Lenders to make
Loans and the Issuing Bank to issue Letters of Credit. Section 7.14 of the
Collateral Agreement provides that additional Subsidiaries of Borrower may
become Subsidiary Guarantors under the Collateral Agreement by execution and
delivery of an instrument in the form of this Supplement. The undersigned
Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance
with the requirements of the Credit Agreement to become Subsidiary Guarantors
under the Collateral Agreement in order to induce the Lenders to make
additional Loans and the Issuing Bank to issue additional Letters of Credit and
as consideration for Loans previously made and Letters of Credit previously
issued.


 


Accordingly, the Collateral Agent and the New
Subsidiary agree as follows:


 


SECTION 1. In
accordance with Section 7.14 of the Collateral Agreement, the New
Subsidiary by its signature below becomes a Subsidiary Guarantor and a Grantor
under the Collateral Agreement with the same force and effect as if originally
named therein as a Subsidiary Guarantor and a Grantor and the New Subsidiary
hereby (a) agrees to all the terms and provisions of the Collateral
Agreement applicable to it as a Subsidiary Guarantor and Grantor thereunder and
(b) represents and warrants that the representations and warranties made
by it as a Grantor and Subsidiary Guarantor thereunder are true and correct on
and as of the date hereof.  In furtherance
of the foregoing, the New Subsidiary, as security for the payment and
performance in full of the Secured Obligations (as defined in the Collateral
Agreement), does hereby create and grant to the Collateral Agent, its
successors and assigns, for the benefit of the Secured Parties, their
successors and assigns, a security interest in and lien on all the New
Subsidiary’s right, title and interest in and to the Collateral (as defined in
the Collateral Agreement) of the New Subsidiary. Each reference to a “Subsidiary
Guarantor” or “Grantor” in the Collateral Agreement shall be deemed to include
the New Subsidiary. The Collateral Agreement is hereby incorporated in this
Agreement by reference.


 


1

















 


SECTION 2. The New
Subsidiary represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.


 


SECTION 3. This
Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Supplement shall become effective when the Collateral Agent
shall have received a counterpart of this Supplement that bears the signature
of the New Subsidiary and the Collateral Agent has executed a counterpart
hereof. Delivery of an executed signature page to this Supplement by
facsimile transmission or Adobe PDF email shall be as effective as delivery of
a manually signed counterpart of this Supplement.


 


SECTION 4. The New
Subsidiary hereby represents and warrants that set forth (a) under its
signature hereto is (i) the true and correct legal name of the New
Subsidiary, (ii) its jurisdiction of formation, (iii) its Federal
Taxpayer Identification Number and its organizational identification number and
(iv) the location of its chief executive office and (b) on Schedule I
hereto all Capital Stock, Instruments, Copyright, Patent and Trademark
registrations, applications and licenses owned by such New Subsidiary.


 


SECTION 5. Except as expressly supplemented
hereby, the Collateral Agreement shall remain in full force and effect.


 


SECTION 6. THIS SUPPLEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


SECTION 7. Any provision of this Supplement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof and in the Collateral Agreement; the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 8. All communications and notices
hereunder shall be in writing and given as provided in Section 7.01 of the Collateral Agreement.


 


SECTION 9. The New Subsidiary agrees to
reimburse the Collateral Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges
and disbursements of counsel for the Collateral Agent.


 


2

















 


IN WITNESS WHEREOF, the New
Subsidiary and the Collateral Agent have duly executed this Supplement to the
Collateral Agreement as of the day and year first above written.


 


	
   

  	
  JACKSONVILLE RADIATION THERAPY SERVICES, INC., a Florida
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David N.T. Watson

  
	
   

  	
   

  	
  Name: David N.T. Watson

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Legal Name:

  	
   

  
	
  Jacksonville Radiation Therapy Services, Inc.

  	
   

  
	
  Jurisdiction of Formation:

  	
   

  
	
  State of Florida

  	
   

  
	
  Location of Chief Executive Office:

  	
   

  
	
  2234 Colonial Boulevard

  	
   

  
	
  Fort Myers, Florida 33907

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kirk Tesch

  
	
   

  	
   

  	
  Name:  Kirk Tesch

  
	
   

  	
   

  	
  Title:  Vice President

  
				



 


3

















 


Schedule I


to the Supplement No. 1


to the Collateral Agreement


 


CAPITAL STOCK


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Number and

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of

  	
   

  	
  Registered

  	
   

  	
  Class of

  	
   

  	
  Percentage of

  	
   

  
	
  Issuer

  	
   

  	
  Certificate

  	
   

  	
  Owner

  	
   

  	
  Capital Stock

  	
   

  	
  Capital Stock

  	
   

  
	
  Jacksonville Radiation Therapy Services, Inc.

  	
   

  	
  2

  	
   

  	
  21st Century Oncology of Jacksonville, Inc.

  	
   

  	
  100 shares of Common Stock

  	
   

  	
  100%

  	
   

  



 


DEBT SECURITIES


 


	
  Issuer

  	
   

  	
  Principal

  Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


INTELLECTUAL PROPERTY


 


I.              Copyright
Registrations


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Expiration

  
	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Number

  	
   

  	
  Date

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


II.            Copyright Applications


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Date

  
	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Number

  	
   

  	
  Filed

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


III.           Copyright
Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IV.           Patents


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


V.            Patent
Applications


 


	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VI.           Patent
Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VII.          Trademark
Registrations


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


VIII.        Trademark
Applications


 


	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Date

  Filed

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IX.           Trademark
Licenses


 


	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Type

  	
   

  	
  Registration

  Number

  	
   

  	
  Expiration

  Date

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3

















 


JACKSONVILLE
RADIATION THERAPY SERVICES, INC.


 


ASSISTANT
SECRETARY’S AND INCUMBENCY CERTIFICATE


 


The  undersigned, Margarita
Suarez, hereby certifies that she is the duly elected or appointed, qualified
and acting Assistant Secretary of Jacksonville Radiation Therapy Services, Inc.,
a Florida corporation (the “Company”), and that she is authorized to
execute and deliver this certificate on behalf of the Company in connection
with and pursuant to (i) Section 5 of that certain Credit Agreement
dated as of February 21, 2008 (the Credit Agreement”), among
Radiation Therapy Services Holdings, Inc., a Delaware corporation (“Parent”),
the Company (as successor to RTS MergerCo, Inc., a Florida corporation (“MergerSub”)),
the Company, the several banks and other financial institutions or entities
from time to time parties thereto (the “Lenders”) and Wachovia Bank,
National Association (“Wachovia”), as Administrative Agent, Collateral
Agent, Issuing Bank and Swingline Lender, and (ii) Section 5 of
that certain Senior Subordinated Interim Loan Credit Agreement (the “Interim
Loan Credit Agreement” and together with the Credit Agreement the “Credit
Agreements”) dated as of the date hereof among Parent, the Company (as
successor to MergerSub), the several banks and other financial institutions or
entities from time to time parties thereto (the “Interim Loan Credit Lenders”)
and Wachovia, as Administrative Agent, Collateral Agent, Issuing Bank and
Swingline Lender and further certifies as of the date hereof as follows:


 


1.       Attached
hereto as Exhibit A is
a true, complete and correct copy of the Certificate of Incorporation of the
Company and all amendments thereto (as so amended, modified or supplemented,
the “Certificate of Incorporation”), which is in effect on and as of the
date hereof, certified by the Secretary of State of the State of Florida as of
a recent date as true, complete and correct and which has not been otherwise
amended, modified or repealed, and no proceedings for the amendment,
modification or rescission thereof are pending and no action has been taken by
the Company, its shareholders, directors, or officers in contemplation of the
filing of any such amendment or other document or in contemplation of the
liquidation or dissolution of the Company.


 


2.       Attached
hereto as Exhibit B  is
a true, complete and correct copy of the Bylaws (the “Bylaws”) of the
Company as in effect on and as of the date hereof and at all times since the
date of the Resolutions (as defined below), which have not been amended,
modified or repealed other than as reflected therein, and no proceedings for
the amendment, modification or rescission thereof are pending as of the date
hereof and such Bylaws are in full force and effect as of the date hereof.


 


3.       Attached
hereto as Exhibit C is
a true, complete and correct copy of the resolutions (the “Resolutions”)
duly adopted by the Board of Directors of the Company (the “Board of
Directors”), as of the date set forth therein, authorizing the Company’s
execution, delivery and performance of the transactions and documents required
or contemplated by the Credit Agreements, and all other Loan Documents to which
the Company is a party. As of the date hereof, such Resolutions (i) have
not been modified, rescinded or amended, (ii) are in full force and effect
in the form attached hereto, and (iii) constitute the only resolutions
adopted by the Board of Directors thereof directly related to or affecting such
matters.


 

















 


4.        Attached hereto as Exhibit D is a true, complete and
correct copy of the certificate of good standing of the Company issued by the
Secretary of State of the State of Florida, dated as of June 6, 2008.


 


5.        Attached hereto as Exhibit E are the names and the
true signatures of the acting officers of the Company, duly appointed or
elected, and qualified and said officers are authorized by the Board of
Directors to execute and deliver on behalf of the Company the Credit
Agreements, the other Loan Documents and any other documents delivered in
connection therewith on behalf of the Company and the signature of such officer
where set forth hereon is the true and genuine signature of such officer.


 


All capitalized terms used
and not otherwise defined herein shall have the respective meanings ascribed
thereto in the Credit Agreement or the Interim Loan Credit Agreement as
applicable.


 


This certificate is provided
by the undersigned in her capacity as the Assistant Secretary of the Company
and not in her individual capacity.


 


[Signature Page Follows]


 


2

















 


IN WITNESS WHEREOF, the
undersigned has caused this Certificate to be executed in the undersigned’s
capacity as Secretary of the Company as of this 6th  day of June 2008.


 


	
   

  	
  By:

  	
  /s/ Margarita Suarez

  
	
   

  	
   

  	
  Name: Margarita Suarez

  
	
   

  	
   

  	
  Title: Assistant Secretary

  



 


I, David N.T. Watson, as
Vice President of the Company, do hereby certify on behalf of the Company that
Margarita Suarez is the duly elected or appointed, qualified and acting
Assistant Secretary of the Company and that the signature set forth above is
the genuine signature of such  person.


 


IN WITNESS WHEREOF, the
undersigned has caused this Certificate to be executed as of this 6th day  of
June 2008.


 


	
   

  	
  By:

  	
  /s/ David N. T. Watson

  
	
   

  	
   

  	
  Name: David N. T. Watson

  
	
   

  	
   

  	
  Title: Vice President

  



 






 










 


EXHIBIT A


 


ARTICLES OF
INCORPORATION


JACKSONVILLE
RADIATION THERAPY SERVICES, INC.


 


The undersigned, acting as
incorporator of a Florida corporation under the Florida Business Corporation
Act, Chapter 607 of the Florida Statutes, hereby adopts the following Articles
of Incorporation for such Corporation:


 


ARTICLE I


NAME


 


The name of the Corporation
is JACKSONVILLE RADIATION THERAPY SERVICES, INC.


 


ARTICLE II


PRINCIPAL
OFFICE AND MAILING ADDRESS


 


The Corporation’s principal office and the mailing
address of the Corporation is:


 


2234 Colonial Boulevard


Fort Myers, FL 33907


 


ARTICLE III


PURPOSE


 


The Corporation is organized for the purpose of
providing radiation therapy services and transacting any and all lawful
business for which corporations may be incorporated under the laws of Florida.


 


ARTICLE IV


CAPITAL
STOCK


 


The total number of shares of all classes of capital
stock which the Corporation shall have the authority to issue is One Hundred
(100) shares of common stock, $.001 par value per share.


 


ARTICLE V


INITIAL
BOARD OF DIRECTORS


 


The Corporation shall initially have four (4) directors
to hold office until the first annual meeting of shareholders and until their
successors have been elected and qualified, or until their earlier resignation,
removal from office or death. The number of directors may be either increased
or decreased from time to time in accordance with the Bylaws of the
Corporation. The names and addresses of the initial directors of the
Corporation are:


 


1

















 


	
   

  	
  Name

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Daniel E. Dosoretz, M.D.

  	
   

  	
  2234 Colonial Boulevard

  	
   

  
	
   

  	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  James H. Rubenstein, M.D.

  	
   

  	
  2234 Colonial Boulevard

  	
   

  
	
   

  	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Michael J. Katin, M.D.

  	
   

  	
  2234 Colonial Boulevard

  	
   

  
	
   

  	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Howard M. Sheridan, M.D.

  	
   

  	
  2234 Colonial Boulevard

  	
   

  
	
   

  	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  



 


ARTICLE VI


INITIAL REGISTERED AGENT
AND OFFICE


 


The name of the initial registered agent of the
Corporation and the street address of the initial registered office of the
Corporation are as follows:


 


Corporation Service Company

1201 Hays Street

Tallahassee, Florida 32301


 


ARTICLE VII


INCORPORATOR


 


The name and address of the person signing these
Articles as Incorporator are:


 


Kathleen M. Bickelhaupt

101 E. Kennedy Blvd., Suite 2800

Tampa, FL 33602


 


ARTICLE VIII


INDEMNIFICATION


 


The Corporation shall indemnify any person who is or
was a Director, Officer, employee, or agent of the Corporation or was serving
at the request of the Corporation as a Director, Officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise, to
the fullest extent permitted by law.


 


IN WITNESS WHEREOF, the undersigned has executed
these Articles of Incorporation this 2nd day of April,
2008.


 


	
   

  	
  /s/ Kathleen M. Bickelhaupt

  
	
   

  	
  Kathleen M. Bickelhaupt

  
	
   

  	
  Incorporator

  



 


2

















 


CERTIFICATE OF DESIGNATION


REGISTERED
AGENT/REGISTERED OFFICE


 


Pursuant to the relevant provisions of the Florida
Statutes, the undersigned Corporation, organized under the laws of the State of
Florida, submits the following statement in designating the registered
office/registered agent, in the State of Florida.


 


1.             The name of the Corporation is JACKSONVILLE RADIATION
THERAPY SERVICES, INC.


 


2.             The name and street address of the registered agent and
office in the State of Florida are:


 


Corporation Service Company

1201 Hays Street

Tallahassee, Florida 32301


 


HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS
FOR THE ABOVE NAMED CORPORATION AT THE PLACE DESIGNATED IN THIS
CERTIFICATE, I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE
TO ACT IN THIS CAPACITY. I FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL
STATUTES RELATING TO THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM
FAMILIAR WITH AND ACCEPT THE OBLIGATION OF MY POSITION AS REGISTERED AGENT.


 


	
   

  	
  Corporation Service Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Doreen Wallace

  
	
   

  	
  Name:

  	
  Doreen Wallace

  
	
   

  	
   

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
  Dated: April 2, 2008

  



 


3






 










 


EXHIBIT B


 


BYLAWS

OF

JACKSONVILLE RADIATION THERAPY SERVICES, INC.

a Florida corporation


 


(Adopted
April 2, 2008)


 

















 


INDEX


 


	
   

  	
   

  	
   

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  
	
  ARTICLE I
  – OFFICES

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  BUSINESS OFFICES

  	
   

  	
  1

  
	
   

  	
  2.

  	
  REGISTERED OFFICE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II
  - SHAREHOLDERS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  ANNUAL MEETING

  	
   

  	
  1

  
	
   

  	
  2.

  	
  SPECIAL MEETINGS

  	
   

  	
  1

  
	
   

  	
  3.

  	
  PLACE OF MEETING

  	
   

  	
  1

  
	
   

  	
  4.

  	
  NOTICE OF MEETING

  	
   

  	
  1

  
	
   

  	
  5.

  	
  NOTICE OF ADJOURNED MEETING

  	
   

  	
  2

  
	
   

  	
  6.

  	
  WAIVER OF NOTICE

  	
   

  	
  2

  
	
   

  	
  7.

  	
  RECORD DATE DETERMINATIONS

  	
   

  	
  2

  
	
   

  	
  8.

  	
  QUORUM

  	
   

  	
  2

  
	
   

  	
  9.

  	
  VOTING

  	
   

  	
  2

  
	
   

  	
  10.

  	
  PROXIES

  	
   

  	
  3

  
	
   

  	
  11.

  	
  ACTION BY SHAREHOLDERS WITHOUT A MEETING

  	
   

  	
  3

  
	
   

  	
  12.

  	
  SHAREHOLDERS’ LIST FOR MEETING

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III
  - DIRECTORS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  POWERS

  	
   

  	
  4

  
	
   

  	
  2.

  	
  NUMBER, TENURE AND QUALIFICATIONS

  	
   

  	
  4

  
	
   

  	
  3.

  	
  GENERAL STANDARDS FOR DIRECTORS

  	
   

  	
  4

  
	
   

  	
  4.

  	
  ELECTION OF DIRECTORS

  	
   

  	
  5

  
	
   

  	
  5.

  	
  REGULAR MEETINGS

  	
   

  	
  5

  
	
   

  	
  6.

  	
  SPECIAL MEETING

  	
   

  	
  5

  
	
   

  	
  7.

  	
  NOTICE OF ADJOURNED MEETING

  	
   

  	
  6

  
	
   

  	
  8.

  	
  WAIVER OF NOTICE

  	
   

  	
  6

  
	
   

  	
  9.

  	
  QUORUM AND VOTING

  	
   

  	
  6

  
	
   

  	
  10.

  	
  PRESUMPTION OF ASSENT

  	
   

  	
  6

  
	
   

  	
  11.

  	
  ACTION WITHOUT A MEETING

  	
   

  	
  6

  
	
   

  	
  12.

  	
  DIRECTOR CONFLICTS OF INTEREST

  	
   

  	
  6

  
	
   

  	
  13.

  	
  COMPENSATION OF DIRECTORS

  	
   

  	
  7

  
	
   

  	
  14.

  	
  RESIGNATIONS

  	
   

  	
  7

  
	
   

  	
  15.

  	
  REMOVAL OF DIRECTORS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  - COMMITTEES

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  CREATION

  	
   

  	
  8

  
	
   

  	
  2.

  	
  OPERATION

  	
   

  	
  8

  



 


i

















 


	
  ARTICLE V - OFFICERS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  OFFICERS

  	
   

  	
  8

  
	
   

  	
  2.

  	
  ELECTION AND TERM OF OFFICE

  	
   

  	
  8

  
	
   

  	
  3.

  	
  RESIGNATION AND REMOVAL

  	
   

  	
  9

  
	
   

  	
  4.

  	
  VACANCIES

  	
   

  	
  9

  
	
   

  	
  5.

  	
  CHAIRMAN

  	
   

  	
  9

  
	
   

  	
  6.

  	
  VICE CHAIRMAN

  	
   

  	
  9

  
	
   

  	
  7.

  	
  PRESIDENT

  	
   

  	
  9

  
	
   

  	
  8.

  	
  VICE PRESIDENT

  	
   

  	
  10

  
	
   

  	
  9.

  	
  SECRETARY

  	
   

  	
  10

  
	
   

  	
  10.

  	
  TREASURER

  	
   

  	
  10

  
	
   

  	
  11.

  	
  SALARIES

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI - SHARES
  AND THEIR TRANSFER

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  CERTIFICATES FOR SHARES

  	
   

  	
  10

  
	
   

  	
  2.

  	
  TRANSFER OF SHARES

  	
   

  	
  11

  
	
   

  	
  3.

  	
  LOST, DESTROYED OR STOLEN CERTIFICATED SECURITIES

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII - BOOKS,
  RECORDS AND REPORTS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  BOOKS AND RECORDS

  	
   

  	
  11

  
	
   

  	
  2.

  	
  SHAREHOLDER’S INSPECTION RIGHTS

  	
   

  	
  12

  
	
   

  	
  3.

  	
  ANNUAL REPORTS

  	
   

  	
  13

  
	
   

  	
  4.

  	
  FINANCIAL STATEMENTS

  	
   

  	
  13

  
	
   

  	
  5.

  	
  OTHER REPORTS TO SHAREHOLDERS

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII -
  MISCELLANEOUS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  DISTRIBUTIONS TO SHAREHOLDERS

  	
   

  	
  14

  
	
   

  	
  2.

  	
  CORPORATE SEAL

  	
   

  	
  14

  
	
   

  	
  3.

  	
  EXECUTION OF INSTRUMENTS

  	
   

  	
  14

  
	
   

  	
  4.

  	
  INDEMNIFICATION

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX -
  AMENDMENTS

  	
   

  	
  14

  



 


ii














 


BYLAWS

OF

JACKSONVILLE RADIATION THERAPY SERVICES, INC.

a Florida corporation

(Adopted April 2, 2008)


 


ARTICLE I - OFFICES


 


1.                                       Business
Offices. Jacksonville Radiation Therapy Services, Inc. (hereinafter referred
to as the “Corporation”), may have such offices, either within or without the
State of Florida, as the Board of Directors may designate from time to time.
The Corporation shall designate an office as its “principal office” in
accordance with Florida law.


 


2.                                       Registered
Office. The Corporation shall have and continuously maintain a registered
office in the State of Florida, which may be changed from time to time by the
Board of Directors or by an Officer of the Corporation so authorized by the
Board of Directors.


 


ARTICLE II - SHAREHOLDERS


 


1.                                       Annual Meeting. The
Corporation shall hold an Annual Meeting of the Shareholders for the election
of Directors and for the transaction of any proper business. The Annual Meeting
of Shareholders shall be held at such time and on such date as the
Corporation’s Board of Directors shall determine from time to time but not
later than thirteen (13) months after the last Annual Meeting of Shareholders.
The failure to hold it at the designated time does not affect the validity of
any corporate action and shall not work as a forfeiture of or dissolution of
the Corporation.


 


2.                                       Special
Meetings. Special meetings of the Shareholders may be called
by the President or the Board of Directors and shall be called if the holders
of not less than Ten Percent (10%) of the votes entitled to be cast on any
issue proposed to be considered at the proposed meeting sign, date and deliver
a written demand or several such written demands for the special meeting
describing the purpose or purposes for the meeting to the Corporation’s Secretary.
Only business within the purpose or purposes described in the special meeting
notice may be conducted at such special meeting.


 


3.                                       Place of
Meeting. The Board of Directors may designate any place either within or without
the State of Florida as the place of meeting for any Annual Meeting or for any
special meeting of the Shareholders. If no designation is made, then the place
of the meeting shall be the principal office of the Corporation.


 


4.                                       Notice of
Meeting. Written notice stating the place, date, and time of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by first class mail,
by or at the direction of the President or the Secretary of the Corporation or
the persons calling the meeting to each Shareholder of record entitled to vote
at such


 

















 


meeting. If mailed, such
notice shall be deemed delivered upon deposit in the United States mail, with
postage prepaid, addressed to the Shareholder at the address specified in the
Corporation’s stock transfer records.


 


5.                                       Notice of
Adjourned Meeting. Notice of an adjourned meeting is necessary only
if the new place, date and time are not announced at the meeting from which the
adjournment is taken or a new record date is fixed for the reconvening of the
meeting. At the adjourned meeting, any business may be transacted that might
have been transacted on the original date of the meeting.


 


6.                                       Waiver of
Notice. A Shareholder may waive any notice required by statute, the Articles
of Incorporation, or Bylaws before or after the date and time stated in the
notice. The waiver must be in writing, be signed by the Shareholder entitled to
the notice, and be delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. Neither the business to be transacted at nor
the purpose of any regular or special meeting of the Shareholders need be
specified in any written waiver of notice. A Shareholder’s attendance at a
meeting waives objection to (a) lack of notice or defective notice of the
meeting, unless the Shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting or (b) consideration
of a particular matter at the meeting that is not within the purpose or
purposes described in the meeting notice, unless the Shareholder objects to
considering the matter when it is presented.


 


7.                                       Record Date
Determinations. The Board of Directors may fix the record date for
one or more voting groups in order to determine the Shareholders entitled (a) to
notice of or to vote at any meeting of Shareholders or any adjournment thereof,
(b) to demand a special meeting, (c) to receive any distribution or (d) to take
any other action. Such a record date must be a date after the date upon which
the Board of Directors made the record date determination. The record date
cannot be more than seventy (70) days before the meeting or action requiring a
determination of Shareholders. A determination of Shareholders entitled to
notice of or to vote at a Shareholders’ meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes a new record
date, which it must do if the meeting is adjourned to a date more than one
hundred twenty (120) days after the date fixed for the original meeting.


 


8.                                       Quorum. Unless
otherwise required in the Articles of Incorporation, a majority of the
outstanding shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Shareholders. When a specified item of
business is required to be voted on by a class, series of stock, or voting
group, a majority of the shares of such class, series or voting group shall constitute
a quorum for the transaction of such item of business by that class, series or
voting group. This quorum requirement can be changed only by an amendment to
the Corporation’s Articles of Incorporation. After a quorum has been
established, the subsequent withdrawal of Shareholders, so as to reduce the
shares represented at the meeting below the number required for the original
quorum, does not affect the validity of any action taken at the meeting.


 


9.                                       Voting. Each
outstanding share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of Shareholders. If a quorum exists at
a meeting of Shareholders, (a) action on a matter, other than the election of
Directors, is approved if the votes cast by the holders of the shares
represented at the meeting and entitled to vote on the subject matter


 

















 


favoring the action exceed the votes cast opposing the action, unless a
greater number of affirmative votes or voting by classes is required by law;
and (b) action on a matter, other than the election of Directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless a greater number of
affirmative votes is required by law.


 


10.                                 Proxies. A
Shareholder, other person entitled to vote on behalf of a Shareholder pursuant
to law, or a Shareholder’s attorney-in-fact may vote the Shareholder’s shares
in person or by proxy. A Shareholder may appoint a proxy to vote or otherwise
act for him by signing an appointment form, either personally or by his
attorney-in-fact. An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic or equivalent
reproduction of an appointment form, is a sufficient appointment form. An
appointment of a proxy is effective when received by the corporate officer or
agent authorized to tabulate votes. An appointment is valid for up to eleven
(11) months unless a longer period is expressly provided in the appointment
form. An appointment of a proxy is revocable by the Shareholder, except as
otherwise provided by law.


 


11.                                 Action by
Shareholders Without a Meeting. Any action required or
permitted to be taken at any meeting of Shareholders may be taken without a
meeting, without prior notice, and without a vote, if the action is taken by
the holders of shares of each voting group entitled to vote thereon having not
less than the minimum number of votes with respect to each voting group that
would be necessary to authorize or take such action at a duly constituted
meeting. In order to be effective, the action must be evidenced by one or more
written consents describing the action taken, dated and signed by approving
Shareholders having the requisite number of votes of each voting group entitled
to vote thereon, and delivered to the Corporation’s principal office in
Florida, its principal place of business or its officer or agent having custody
of the book in which proceedings of meetings of Shareholders are recorded. No
written consent shall be effective to take the corporate action referred to
therein unless, within sixty (60) days of the date of the earliest dated
consent delivered in the manner required by this section, written consents
signed by the number of holders required to take action are delivered to the
Corporation in the manner required by this section. Such a written consent has
the effect of a meeting vote.


 


Any written consent, once given, may be revoked
prior to the date that the Corporation receives the required number of consents
to authorize the proposed action. No revocation is effective unless in writing
and until received by the Corporation at its principal office in Florida or its
principal place of business, or received by the corporate officer or agent having
custody of the book in which proceedings of meetings of Shareholders are
recorded.


 


Notice of such action must be given to those
Shareholders who have not consented in writing or who are not entitled to vote
on the action within ten (10) days after obtaining such authorization by
written consent. The notice shall fairly summarize the material features of the
authorized action and, if the action be such for which dissenter’s rights are
provided by law, the notice shall contain a clear statement of the right of the
Shareholders dissenting therefrom to be paid the fair value of their shares
upon compliance with the provisions of Florida law regarding the rights of
dissenting shareholders.


 

















 


committee of the Board of Directors of which he is not a member if the
Director reasonably believes the committee merits confidence.


 


In discharging his duties, a Director may consider
such factors as the Director deems relevant, including but not limited to the
long-term prospects and interests of the Corporation and its Shareholders, and
the social, economic, legal, or other effects of any action on the employees,
suppliers, customers of the Corporation or its subsidiaries, the communities
and society in which the Corporation or its subsidiaries operate, and the
economy of the state and the nation.


 


A Director is not acting in good faith if he has
knowledge concerning the matter in question that makes reliance otherwise
permitted by this section unwarranted.


 


A Director is not liable for any action taken as a
Director, or any failure to take any action, if he performed the duties of his
office in compliance with this section.


 


4.                                       Election of
Directors. At the Annual Meeting of Shareholders, Directors
shall be elected by a plurality of the votes cast by the shares represented at
the meeting and entitled to vote for the election of Directors. If the election
of Directors is not held on a day designated in these Bylaws for any Annual
Meeting of Shareholders, or at any adjournment thereof, the Board of Directors
may cause the election to be held at a special meeting of Shareholders
specifically called for that purpose. Between Annual Meetings of the
Shareholders, the Board of Directors may elect additional persons to serve as
members of the Board of Directors from time to time, as it determines
advisable.


 


5.                                       Regular
Meetings. The annual meeting of the Board of Directors shall
be held without notice immediately after, and at the same place as, the annual
election of Directors. The Board of Directors may, from time to time, by resolution
appoint the time and place, either within or without the State of Florida, for
holding other regular meetings of the Board, if by it deemed advisable; and
such regular meetings shall thereupon be held at the time and place so
appointed, without the giving of any notice with regard thereto. In case the
day appointed for a regular meeting shall fall upon a Saturday, Sunday or legal
holiday in the State of Florida, such meeting shall be held on the next
succeeding day not a Saturday, Sunday or legal holiday in the State of Florida,
at the regularly appointed hour.


 


6.                                       Special Meeting. Special
meetings of the Board of Directors shall be held whenever called by the
Chairman of the Board, any two Directors or the President of the Corporation.
Special meetings may be held within or without the State of Florida. Notice of
a special meeting must be given at least two (2) days prior to the date of the
meeting by written notice delivered personally, by mail, telegram, telecopy or
nationally recognized overnight courier service (such as Federal Express,
Airborne, UPS, Emory or Purolator) to each Director at his address. Such notice
shall be effective upon the earliest of (a) receipt, (b) five days after its
deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, or (c) the date shown on the return receipt
or other evidence of delivery, if sent by registered or certified mail, return
receipt requested, or overnight courier service, and the delivery receipt is
signed by or on behalf of the addressee. Such written notice shall include the


 

















 


date, time and place of the
meeting. The notice of a special meeting need not describe the purpose of the
special meeting.


 


7.                                       Notice of
Adjourned Meeting. Notice of any adjourned meeting shall be given to
the Directors who were not present at the time of the adjournment and, unless
the date, time and place of the adjourned meeting are announced at the time of
the adjournment, to the other Directors also.


 


8.                                       Waiver of
Notice. A Director can waive the requirement of notice of a meeting of the
Board of Directors by signing a waiver of notice either before or after the
meeting. The attendance of a Director at a meeting constitutes a waiver of
notice of such meeting and a waiver of any and all objections to the time or
place of the meeting or the manner in which it has been called or convened,
except when a Director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business because
the meeting is not lawfully called or convened.


 


9.                                       Quorum and
Voting. Except as may be otherwise specifically provided by law, the Articles
of Incorporation or these Bylaws, at all meetings of the Board of Directors, a
majority of the number of Directors prescribed by the Articles of Incorporation
or these Bylaws shall constitute a quorum for the transaction of business at
such meeting. The affirmative vote of a majority of the Directors present at
any meeting, if a quorum is present at the time of such vote, shall be the act
of the Board of Directors. A majority of the Directors present at a meeting,
whether or not a quorum exists, may adjourn the meeting to another time and
place.


 


The Board of Directors may
permit any or all Directors to participate in a regular special meeting by, or
conduct the meeting through any use of, any means of communication by which all
Directors participating may simultaneously hear each other during the meeting.
A Director participating in a meeting by this means is deemed to be present in
person at the meeting.


 


10.                                 Presumption of
Assent. A Director who is present at a meeting of the Board of Directors or a
committee thereof when corporate action is taken is deemed to have assented to
the action unless (a) he objects at the beginning of the meeting or promptly
upon arrival thereat to the holding of the meeting or the transacting of
specified business at the meeting or (b) he votes against or abstains from the
action taken.


 


11.                                 Action Without
a Meeting. Any action required or permitted to be taken by
the Board of Directors at a meeting may be taken without a meeting if the
action is taken by all the Directors. The action must be evidenced by one or
more written consents describing the action taken and signed by each Director.
The action is effective when the last Director signs a consent, unless the
consent specifies a different effective date. Such a consent has the effect of
a meeting vote.


 


12.                                 Director
Conflicts of Interest. No contract or other transaction between
the Corporation and one or more of its Directors or any other corporation,
firm, association, or entity in which one or more of its Directors are
directors or officers or are financially interested shall be either void or
voidable because of such relationship or interest, because such Director or


 

















 


Directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or because his or their votes are counted for such purpose, if:
(a) the fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested Directors; (b) the fact of
such relationship or interest is disclosed or known to the Shareholders
entitled to vote to authorize, approve or ratify the contract or transaction
under this Section 12 and they authorize, approve or ratify such contract or
transaction by vote or written consent; or (c) the contract or transaction is
fair and reasonable as to the Corporation at the time it is authorized by the
Board of Directors, a committee, or the Shareholders.


 


For the purposes of Director action pursuant to this
Section 12, a conflict of interest transaction is authorized, approved or
ratified if it receives the affirmative vote of a majority of the Directors on
the Board of Directors who have no relationship or interest in such
transaction, but a transaction may not be authorized, approved or ratified
under this Section 12 by a single Director. If a majority of the Directors who
have no such relationship or interest in the transaction vote to authorize,
approve or ratify the contract or transaction, a quorum is present for the
purpose of authorizing, approving or ratifying the contract or transaction for
purposes of this Section 12.


 


For the purposes of Shareholder action pursuant to
this Section 12, shares owned by or voted under the control of a Director who
has a relationship or interest in the contract or transaction may not be
counted in a vote of Shareholders to determine whether to authorize, approve or
ratify a contract or transaction under this Section 12. A majority of the
shares, whether or not present, that are entitled to be counted in the vote on
the contract or transaction constitutes a quorum for the purpose of taking
action under this Section 12.


 


Notwithstanding approval pursuant to the provisions
of this Section 12, unless otherwise provided by law, the Articles of
Incorporation or these Bylaws, the authorization, approval or ratification of a
contract or transaction by the Board of Directors also must comply with Section
9 of these Bylaws, including the requirements for determining a quorum under
such Section.


 


13.                                 Compensation of
Directors. The Board of Directors may fix the compensation of
Directors. Each Director may be paid a stated salary as such or a fixed sum for
the attendance at meetings of the Board of Directors or any committee thereof,
or both, and may be reimbursed for his expenses of attendance at each such
meeting. The Board of Directors may also pay to each Director rendering
services to the Corporation not ordinarily rendered by Directors, as such,
special compensation appropriate to the value of such services, as determined
by the Board of Directors from time to time. None of these payments shall
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. The Board of Directors may determine the
compensation of a Director who is also an Officer for service as an Officer as
well as for service as a Director.


 


14.                                 Resignations. A Director
may resign at any time by delivering written notice to the Board of Directors
or its Chairman or to the Corporation. A resignation is effective when the


 

















 


notice is delivered unless the notice specifies a later effective date.
If a resignation is made effective at a later date, the Board of Directors or
Shareholders may elect a successor of such Director before the effective date
if the Board of Directors provides that the successor does not take office
until the effective date.


 


15.                                 Removal of
Directors. The Shareholders may remove one or more Directors
with or without cause. If a Director is elected by a voting group of
Shareholders, only the Shareholders of that voting group may participate in the
vote to remove him. A Director may be removed only if the number of votes cast
to remove him exceeds the number of votes not to remove him. A Director may be
removed by the Shareholders at a meeting of the Shareholders, provided the
notice of the meeting states that the purpose, or one of the purposes, of the
meeting is removal of the Director.


 


ARTICLE IV - COMMITTEES


 


1.                                       Creation. The Board of
Directors may, by resolution adopted by a majority of the full Board of
Directors, designate from among its members an Executive Committee and one or
more other committees each of which, to the extent provided in such resolution,
shall have and may exercise all the authority of the Board of Directors, except
that no such committee shall have the authority to: (a) approve or recommend to
Shareholders actions or proposals required by law to be approved by the
Shareholders; (b) fill vacancies on the Board of Directors or any committee
thereof; (c) adopt, amend or repeal the Bylaws; (d) authorize or approve the
reacquisition of shares unless pursuant to a general formula or method
specified by the Board of Directors; (e) authorize or approve the issuance or
sale or contract for the sale of shares, or determine the designation and
relative rights, preferences, and limitations of a voting group except that the
Board of Directors may authorize a committee to do so within the limits specifically
prescribed by the Board of Directors.


 


Each committee must have two or more members who
serve at the pleasure of the Board of Directors. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
one or more Directors as alternate members of any such committee who may act in
the place and stead of any absent member or members at any meeting of such
committee.


 


2.                                       Operation. The sections
of these Bylaws that govern meetings, notice and waiver of notice, quorum and
voting, and action without a meeting requirements of the Board of Directors
apply to committees and their members as well.


 


ARTICLE V - OFFICERS


 


1.                                       Officers. The Officers
of the Corporation shall include a Chairman, a President, a Treasurer, a Secretary,
and may include a Vice Chairman. Other Officers may be elected by the Board of
Directors from time to time. A duly elected Officer may appoint one or more
Officers or assistant officers, if authorized to do so by the Board of
Directors. The same individual may simultaneously hold more than one office in
the Corporation.


 


2.                                       Election and
Term of Office. As far as practicable, the Officers of the
Corporation shall be elected at the regular meeting of the Board of Directors
following the annual election of


 

















 


Directors. If the election of Officers is not held at such meeting, the
election shall be held as soon thereafter as conveniently may be. Each Officer
shall hold office until the regular meeting of the Board of Directors following
the annual election of Directors in the next subsequent year and until his
successor shall have been duly elected and shall have qualified, or until his
earlier resignation, removal from office or death.


 


3.                                       Resignation and
Removal. An Officer may resign at any time by delivering notice to the
Corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at
a later date and the Corporation accepts the future effective date, the Board
of Directors may fill the pending vacancy before the effective date if the
Board of Directors provides that the successor does not take office until the
effective date.


 


The Board of Directors may remove any Officer at any
time with or without cause. Any Officer or assistant officer, if appointed by
another Officer, may likewise be removed by such Officer.


 


The appointment of an Officer does not itself create
contract rights. An Officer’s removal does not affect the Officer’s contract
rights, if any, with the Corporation. An Officer’s resignation does not affect
the Corporation’s contract rights, if any, with the Officer.


 


4.                                       Vacancies. A vacancy in
any office because of resignation, removal, death or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.


 


5.                                       Chairman. The Chairman,
if present, shall preside at all meetings of the shareholders and of the Board
of Directors and shall be the chief executive officer of the Corporation,
unless the Board of Directors shall resolve otherwise. Under the direction of
the Board of Directors, the Chairman shall have general responsibility for the
management and direction of the business, properties and affairs of the
Corporation. He shall have general executive powers and also shall perform such
other duties and may exercise such other powers as from time to time may be
assigned to him by these Bylaws or by the Board of Directors.


 


6.                                       Vice Chairman. The Vice
Chairman, if any, in the absence or disability of the Chairman, shall preside
at all meetings of the shareholders and of the Board of Directors. Under the
direction of the Board of Directors, the Vice Chairman shall have general
responsibility for the management and direction of the business, properties and
affairs of the Corporation. He shall have general executive powers and also
shall perform such other duties and may exercise such other powers as from time
to time may be assigned to him by these Bylaws or by the Board of Directors.


 


7.                                       President. The
President, in the absence or disability of the Vice Chairman, or if there be
none, shall preside at all meetings of the stockholders and the Board of
Directors. The President shall be the chief operating officer of the
Corporation, unless the Board of Directors shall resolve otherwise. Under the
direction of the Board of Directors and the Chairman, the President shall have
general responsibility for the day to day operation of the business, properties
and affairs of the Corporation. He shall have such additional specific powers as
from time to time may be assigned to him by these Bylaws or the Board of
Directors.


 

















 


maintain a record of its Shareholders in a form that permits
preparation of a list of the names and addresses of all Shareholders in
alphabetical order by class of shares showing the number and series of shares
held by each. The Corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.


 


The Corporation shall keep a copy of the following records:
(a) its Articles or Restated Articles of Incorporation and all amendments to
them currently in effect; (b) its Bylaws or Restated Bylaws and all amendments
to them currently in effect; (c) resolutions adopted by its Board of Directors
creating one or more classes or series of shares and fixing their relative
rights, preferences, and limitations, if shares issued pursuant to those
resolutions are outstanding; (d) the minutes of all Shareholders’ meetings and
records of all action taken by Shareholders without a meeting for the past
three (3) years; (e) written communications to all Shareholders generally or
all Shareholders of a class or series within the past three (3) years,
including the financial statements furnished for the past three (3) years; (f) a
list of the names and business street addresses of its current Directors and
Officers; and (g) its most recent annual report delivered to the Florida
Department of State.


 


2.                                       Shareholder’s
Inspection Rights. If a Shareholder gives the Corporation written
notice of his demand at least five (5) business days before the date on which
he wishes to inspect and copy, he is entitled to inspect and copy, during
regular business hours at the Corporation’s principal office, any of the
following records: (a) the Corporation’s Articles or Restated Articles of
Incorporation and all amendments to them currently in effect; (b) the
Corporation’s Bylaws or Restated Bylaws and all amendments to them currently in
effect; (c) resolutions adopted by the Board of Directors creating one or more
classes or series of shares and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those resolutions are outstanding;
(d) the minutes of all Shareholders’ meetings and records of all action taken by
Shareholders without a meeting for the past three (3) years; (e) written
communications to all Shareholders generally or all Shareholders of a class or
series within the past three (3) years, including the financial statements
furnished for the past three (3) years; (f) a list of the names and business
addresses of the Corporation’s current Directors and Officers; and (g) the
Corporation’s most recent annual report delivered to the Florida Department of
State.


 


If (a) a Shareholder makes a demand for inspection
in good faith and for a proper purpose, (b) he describes with reasonable
particularity his purpose and the records he desires to inspect, (c) the
records are directly connected with his purpose, and (d) he gives the
Corporation written notice of his demand at least five (5) business days before
the date on which he wishes to inspect and copy, he is entitled to inspect and
copy, during regular business hours at a reasonable location specified by the
Corporation, any of the following records of the Corporation: (i) excerpts from
minutes of any meeting of the Board of Directors, records of any action of a
committee of the Board of Directors while acting in place of the Board of
Directors on behalf of the Corporation, minutes of any meeting of the Shareholders,
and records of action taken by the Shareholders or Board of Directors without a
meeting, to the extent not otherwise subject to inspection pursuant to this
section; (ii) accounting records of the Corporation; (iii) the record of
Shareholders; and (iv) any other books and records.


 

















 


If a Shareholder gives the Corporation written
notice of his demand at least fifteen (15) business days before the date on
which he wishes to inspect and copy, he is entitled to inspect and copy, during
regular business hours at a reasonable location in Florida specified by the
Corporation, (a) the Corporation’s Bylaws or Restated Bylaws and all amendments
to them currently in effect and (b) a list of the names and business street
addresses of the Corporation’s current Directors and Officers.


 


3.                                       Annual Reports. On or after
January 1 and on or before May 1 of each year, the Corporation shall deliver to
the Florida Department of State for filing a sworn annual report, on such forms
as the Department of State may prescribe and containing such information as is
prescribed by law. Similar reports shall be filed as required by law in those
jurisdictions other than the State of Florida where the Corporation may be
authorized to transact business.


 


4.                                       Financial
Statements. Unless modified by resolution of the Shareholders
within 120 days of the close of each fiscal year, the Corporation shall furnish
its Shareholders annual financial statements, which may be consolidated or
combined statements of the Corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of the fiscal year, an
income statement for that year, and a statement of cash flows for that year. If
financial statements are prepared for the Corporation on the basis of generally
accepted accounting principles, the annual financial statements must also be
prepared on that basis.


 


If the annual financial statements are reported upon
by a public accountant, his report must accompany them. If not, the statements
must be accompanied by a statement of the President or the person responsible
for the Corporation’s accounting records (a) stating his reasonable belief
whether the statements were prepared on the basis of generally accepted
accounting principles and, if not, describing the basis of preparation; and (b)
describing any respects in which the statements were not prepared on a basis of
accounting consistent with the statements prepared for the preceding year.


 


The Corporation shall mail the annual financial
statements to each Shareholder within 120 days after the close of each fiscal
year or within such additional time thereafter as is reasonably necessary to
enable the Corporation to prepare its financial statements if, for reasons
beyond the Corporation’s control, it is unable to prepare its financial
statements within the prescribed period. Thereafter, on written request from a
Shareholder who was not mailed the statements, the Corporation shall mail him
the latest annual financial statements.


 


5.                                       Other Reports
to Shareholders. If the Corporation indemnifies or advances
expenses of defense to any Director, Officer, employee, or agent otherwise than
by court order or action by the Shareholders or by an insurance carrier
pursuant to insurance maintained by the Corporation, the Corporation shall
report the indemnification or advance in writing to the Shareholders with or
before the notice of the next Shareholders’ meeting, or prior to such meeting
if the indemnification or advance occurs after the giving of such notice but
prior to the time such meeting is held, which report shall include a statement
specifying the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.


 

















 


If the Corporation issues or authorizes the issuance
of shares for promises to render services in the future, the Corporation shall
report in writing to the Shareholders the number of shares authorized or
issued, and the consideration received by the Corporation, with or before the
notice of the next Shareholders’ meeting.


 


ARTICLE VIII - MISCELLANEOUS


 


1.                                       Distributions
to Shareholders. The Board of Directors may authorize and the
Corporation may make distributions to its Shareholders subject to restriction
by the Articles of Incorporation and the limitations provided by law. Dividends
may be paid in cash, in property, or in shares of stock, subject to the
provisions of the Articles of Incorporation and applicable law.


 


2.                                       Corporate Seal. The Board of
Directors may provide for a corporate seal, which may be altered at will and
used itself or by a facsimile thereof, by impressing or affixing it or in any
other manner reproducing it.


 


3.                                       Execution of
Instruments. All bills, notes, checks, other instruments for
the payment of money, agreements, indentures, mortgages, deeds, conveyances,
transfers, certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, proxies, and other instruments or documents may be signed,
executed, acknowledged, verified, delivered, or accepted on behalf of the
Corporation by such Officers, employees, or agents of the Corporation as the
Board of Directors may from time to time direct.


 


4.                                       Indemnification. The
Corporation shall indemnify any person who is or was a Director, Officer,
employee, or agent of the Corporation or was serving at the request of the
Corporation as a Director, Officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, to the full extent
permitted by law.


 


The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director, Officer, employee, or agent
of the Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this section.


 


ARTICLE IX - AMENDMENTS


 


The Corporation’s Board of Directors may amend or
repeal the Corporation’s Bylaws unless: (a) the Articles of Incorporation or
law reserves the power to amend the Bylaws generally or a particular Bylaw
provision exclusively to the Shareholders; or (b) the Shareholders, in amending
or repealing the Bylaws generally or a particular Bylaw provision, provide
expressly that the Board of Directors may not amend or repeal the Bylaws or
that Bylaw provision.


 

















 


The Corporation’s Shareholders may amend or repeal
the Corporation’s Bylaws even though the Bylaws may also be amended or repealed
by its Board of Directors.


 














 


EXHIBIT C


 


JACKSONVILLE
RADIATION THERAPY SERVICES, INC.


 


CONSENT
IN LIEU OF A SPECIAL

MEETING OF THE BOARD OF DIRECTORS


 


June 6, 2008


 


The undersigned, being all of the members of the
board of directors (“Board of Directors”) of Jacksonville Radiation Therapy
Services, Inc., a Florida corporation (the “Company”), in lieu of
holding a special meeting of the Board of Directors of the Company, hereby take
the following actions and adopt the following resolutions by unanimous written
consent pursuant to the Bylaws of the Company and the Business Corporation Law
of the State of Florida:


 


Reference is hereby made to that certain Credit
Agreement (the “Credit Agreement”) dated as of the date hereof among
Radiation Therapy Services Holdings, Inc., a Delaware corporation (“Parent”),
the Company (as successor to RTS MergerCo, Inc., a Florida corporation (“MergerSub”)),
the several banks and other financial institutions or entities from time to
time parties thereto (the “Lenders”) and Wachovia Bank, National
Association (“Wachovia”), as Administrative Agent, Collateral Agent, Issuing
Bank and Swingline Lender. All capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Credit
Agreement or the Interim Loan Credit Agreement as applicable.


 


APPROVAL OF
THE CREDIT AGREEMENT


 


RESOLVED, that the form,
terms and provisions of the Credit Agreement and all of the transactions
contemplated thereby, including without limitation the grant of security
interest and pledges of collateral, the borrowings and incurrent of
indebtedness thereunder, the issuance of any letter of credit thereunder and
guaranties of indebtedness thereunder, be and hereby are authorized, adopted
and approved in all respects.


 


FURTHER RESOLVED, that the
Company’s performance of its obligations under the Credit Agreement are hereby,
in all respects, authorized and approved; and further resolved, that the
President, Chief Financial Officer, Chief Executive Officer, any Vice
President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary of
the Company and any other officer of the Company (the “Authorized Officers”)
are hereby authorized and directed to execute and deliver the Credit Agreement
in the name and on behalf of the Company, substantially in the form reviewed by
the undersigned, with such changes therein and modifications and amendments
thereto as any of the Authorized Officers may in his/her sole discretion
approve, which approval shall be conclusively evidenced by his/her execution
thereof.


 


FURTHER RESOLVED, that the form,
terms and provisions of each of the agreements, instruments and documents
listed below (together with the Credit Agreement, collectively, the “Credit
Documents”) to which the Company is a party, each substantially in the form
presented to the Board of Directors, the execution, delivery and performance
thereof and the grant of security interest, pledges of collateral, borrowings
and incurrence of indebtedness thereunder, the issuance of any letter of credit
thereunder and the guaranties of indebtedness thereunder, be and hereby are,
authorized, adopted and approved in all respects:


 

















 


(i)                                     the Guaranty
and Collateral Agreement and the exhibits and schedules annexed thereto;


 


(ii)                                  the Notes;


 


(iii)                               the Letter of
Credit;


 


(iv)                              the Loan
Documents and any other financing documents, agreements, notices, assignments,
instruments, certificates and other documents as may be reasonably requested by
the Administrative Agent or Collateral Agent pursuant to the terms of the
Credit Agreement or other Credit Documents or otherwise required by (or agreed
among the relevant parties) the Credit Agreement or Credit Documents and all
schedules and exhibits attached to the Credit Documents.


 


FURTHER RESOLVED, that the
Company’s performance of its obligations under the Credit Documents, to which
the Company is a party, are hereby, in all respects, authorized and approved;
and further resolved, that any of the Authorized Officers is hereby authorized
and directed to execute and deliver the Credit Documents, to which the Company
is a party, in the name and on behalf of the Company, in the form approved,
with such changes therein and modifications and amendments thereto as any of
the Authorized Officers may in his/her sole discretion approve, which approval
shall be conclusively evidenced by his/her execution thereof.


 


GENERAL


 


RESOLVED, that in order
to carry out fully the intent and effectuate the purposes of the foregoing
resolutions, each of the Authorized Officers be, and hereby is, authorized and
empowered to take all such further actions including, without limitation, to
arrange for, enter into or grant amendments and modifications to, waivers of
and consents, as of the closing date thereof and from time to time to the
foregoing agreements (the “Agreements”), and to arrange for and enter
into supplemental agreements, instruments, certificates, financing statements
and other documents relating to the transactions contemplated by the
Agreements, and to execute and deliver all such further amendments,
modifications, waivers or consents, supplemental agreements, instruments,
certificates, financing statements and documents, in the name and on behalf of
the Company, and to pay all such fees and expenses, which shall in his or her
judgment be deemed necessary, proper or advisable in order to perform the
Company’s obligations under or in connection with the Agreements and the
transactions contemplated thereby; and


 


FURTHER RESOLVED, that all
actions taken by any Authorized Officers prior to the date of this written
consent which are within the authority conferred hereby are ratified, approved
and confirmed in all respects.


 


The actions taken by this consent shall have the
same force and effect as if taken at a meeting of the Board of Directors duly
called and constituted pursuant to the Bylaws and the laws of the State of
Florida.


 


2

















 


*              *              *              *              *


 


IN WITNESS WHEREOF, the
undersigned have executed this consent of the Board of Directors as of the date
first written above.


 


 


	
   

  	
  /s/ Daniel E. Dosoretz

  
	
   

  	
  Daniel E. Dosoretz, M.D.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael J. Katin

  
	
   

  	
  Michael J. Katin, M.D.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James H.
  Rubenstein

  
	
   

  	
  James H. Rubenstein, M.D.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Howard M.
  Sheridan

  
	
   

  	
  Howard M. Sheridan, M.D.

  



 


3














 


Exhibit
D


 


State of Florida


Department of State


 


I certify from the records of this office that JACKSONVILLE RADIATION
THERAPY SERVICES, INC. is a corporation organized under the laws of the
State of Florida, filed on April 2, 2008.


 


The document number of this corporation is P08000034468.


 


I further certify that said corporation has paid all fees due this
office through December 31, 2008, and its status is active.


 


I further certify that said corporation has not filed Articles of
Dissolution.


 


 


	
  

  	
  Given under my hand and the Great
  Seal of Florida, at Tallahassee, the Capital, this the Sixth day of June,
  2008

  
	
   

  
	
   

  
	
  

  
	
  Secretary of State

  
	
   

  
	
   

  
	
  Authentication ID: 300130996573-060608-P08000034468

  
	
   

  
	
  To authenticate this
  certificate, visit the following site, enter this ID, and then follow the
  instructions displayed.

  
	
  https://efile.sunbiz.org/certauthver.html

  



 














 


EXHIBIT E

to

Assistant Secretary’s Certificate


 


The persons named below have been
duly elected and have duly qualified as, and on this day are, officers of the
Company and hold the offices set forth opposite their names below, and the signatures set forth opposite
their names below are their genuine signatures:


 


	
  Name

  	
   

  	
  Title

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Daniel E. Dosoretz, M.D.

  	
   

  	
  President and CEO

  	
   

  	
  /s/
  Daniel E. Dosoretz

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David N.T. Watson

  	
   

  	
  Vice President

  	
   

  	
  /s/
  David N.T. Watson

  



 

















 


	
  CORPORATION SERVICE COMPANY

  www.incspot.com 

  	
   

  	
  CSC- New York 

  Suite 3100 

  1133 Avenue of the Americas 

  New York, NY 10036 

  212-299-5600 

  212-299-5656 (Fax)

  



 


	
  Matter#    92010.133

  	
  Order#

  	
  609740-1

  
	
  Project Id:

  	
  Order
  Date

  	
  06/13/2008

  
	
  Additional Reference : RTS

  	
   

  	
   

  



 


	
  Subject
  :

  	
  JACKSONVILLE
  RADIATION THERAPY SERVICES, INC.

  
	
   

  	
   

  
	
  Jurisdiction
  :

  	
  FL-SECURED
  TRANSACTION REGISTRY

  
	
   

  	
   

  
	
  Request
  for :

  	
  UCC
  Debtor Search

  
	
  Thru
  Date :

  	
  June 09, 2008

  
	
   

  	
   

  
	
  Result
  :

  	
  Clear

  



 


Ordered
by MS. SAKINA KARKAT at CAHILL, GORDON & REINDEL


 


Thank you for using CSC. For real-time 24 hour
access to the status of any order placed with CSC, access our website at
www.incspot.com.


 


If
you have any questions concerning this order or IncSpot, please feel free to
contact us.


 


David Nickelsen


nickels@cscinfo.com


 


Corporation
Service Company(R) Terms and Conditions


You
agree that all information that Corporation Service Company furnishes to you
will be used solely as one factor in your credit, insurance, marketing or other
business decisions and will not be used (i) in determining a consumer’s
eligibility for credit or insurance where such credit or insurance is to be
used primarily for personal, family or household purposes, (ii) for employment
purposes, or (iii) for governmental licenses. Use of the information in the
above manner is a violation of the Fair Credit Reporting Act.


 

















 


	
  CORPORATION SERVICE COMPANY

  www.incspot.com 

  	
   

  	
  CSC- New York 

  Suite 3100 

  1133 Avenue of the Americas 

  New York, NY 10036 

  212-299-5600 

  212-299-5656 (Fax)

  



 


	
  Matter#    92010.133

  	
  Order#

  	
  609740-1

  
	
  Project Id:

  	
  Order
  Date

  	
  06/13/2008

  
	
  Additional Reference : RTS

  	
   

  	
   

  



 


	
  Subject
  :

  	
  JACKSONVILLE
  RADIATION THERAPY SERVICES, INC.

  
	
   

  	
   

  
	
  Jurisdiction
  :

  	
  FL-SECRETARY
  OF STATE

  
	
   

  	
   

  
	
  Request
  for :

  	
  Federal
  Tax Lien Search

  
	
  Thru
  Date :

  	
  June 06, 2008

  
	
   

  	
   

  
	
  Result
  :

  	
  Clear

  
	
   

  	
   

  
	
  Request
  for :

  	
  Local
  Judgment Search

  
	
  Thru
  Date :

  	
  June 11, 2008

  
	
   

  	
   

  
	
  Result
  :

  	
  Clear

  



 


Ordered
by MS. SAKINA KARKAT at CAHILL, GORDON & REINDEL


 


Thank you for using CSC. For real-time 24 hour
access to the status of any order placed with CSC, access our website at www.incspot.com.


 


If
you have any questions concerning this order or IncSpot, please feel free to
contact us.


 


Dave Nickelsen


nickels@cscinfo.com


 


Corporation
Service Company(R) Terms and Conditions


You
agree that all information that Corporation Service Company furnishes to you
will be used solely as one factor in your credit, insurance, marketing or other
business decisions and will not be used (i) in determining a consumer’s
eligibility for credit or insurance where such credit or insurance is to be
used primarily for personal, family or household purposes, (ii) for employment
purposes, or (iii) for governmental licenses. Use of the information in the
above manner is a violation of the Fair Credit Reporting Act.


 

















 


	
  CORPORATION SERVICE COMPANY

  www.incspot.com 

  	
   

  	
  CSC- New York 

  Suite 3100 

  1133 Avenue of the Americas 

  New York, NY 10036 

  212-299-5600 

  212-299-5656 (Fax)

  



 


	
  Matter#    92010.133

  	
  Order#

  	
  628882-1

  
	
  Project Id :

  	
  Order
  Date

  	
  06/27/2008

  
	
  Additional Reference :  NOT PROVIDED

  	
   

  	
   

  



 


	
  Entity
  Name :

  	
  JACKSONVILLE RADIATION THERAPY SERVICES, INC. (Debtor)/WACHOVIA BANK,
  NATIONAL ASSOCIATION, AS COLLATERAL AGENT (Secured Party)

  
	
   

  	
   

  
	
  Jurisdiction
  :

  	
  FL-SECURED TRANSACTION REGISTRY

  
	
   

  	
   

  
	
  Request
  for :

  	
  UCC Filing

  
	
   

  	
   

  
	
  File Type :

  	
  ORIGINAL

  
	
   

  	
   

  
	
  Result
  :

  	
  Filed

  
	
   

  	
   

  
	
  File
  Number :

  	
  200808631444

  
	
  Filing
  Date :

  	
  06/27/2008

  



 


Ordered
by MS. SAKINA KARKAT at CAHILL, GORDON & REINDEL


 


Thank
you for using CSC. For real-time 24 hour access to
she status of any order placed with CSC, access our website at www.incspot.com.


 


you
have any questions concerning this order or IncSpot, please feel free to
contact us.


 


Dave Nickelsen

nickels@cscinfo.com


 


The
responsibility for verification of the flies and determination of the information
therein lies with the filing officer; we accept no liability for errors or
omissions.


 

















 


FLORIDA SECURED TRANSACTION REGISTRY


 


CSC


MATTHEW



PICK-UP


 


UCC
number 200808631444 has been filed with the Florida Secured Transaction
Registry. The expiration date for the filing is 06/27/2013.


Complete
information related to the UCC filing is available on the Internet at www.FloridaUCC.com. It is your
responsibility to review all information associated with this filing to ensure
information has been recorded correctly.


 


Please
note: the State of Florida has approved revised versions of the following
forms:


1) State of Florida Uniform Commercial Code Financing Statement Form
(Form UCC-1)


2) State of Florida Uniform Commercial Code Financing Statement Form -
Addendum (Form UCC-1 Addendum)


3) State of Florida Uniform Commercial Code Financing Statement Amendment
Form (Form UCC-3) 


4) State of Florida Uniform Commercial Code Financing Statement Amendment
Form - Addendum (Form UCC-3 - Addendum)


 


These
forms are available for download from: www.FloridaUCC.com.


 


If you have questions or concerns about this filing,
please call FLORIDAUCC, Inc. at


(850) 222-8526.


 














 


	
  STATE OF FLORIDA UNIFORM COMMERCIAL CODE

  	
  FILED

  
	
  FINANCING STATEMENT FORM

  	
  2008 Jun 27 AM 12:00

  
	
    A. NAME & DAYTIME PHONE NUMBER OF CONTACT PERSON

  	
  **** 200808631444 ****

  
	
         Sakina Karkat 212-701-3365

  	
  ***D * 2001000259-25.00***25.00***

  
	
    B. SEND ACKNOWLEDGEMENT TO 

  	
   

  
	
   

  	
   

  
	
    Name

  	
  CSC

  	
   

  
	
    Address

  	
  P.O. Box 5828

  	
   

  
	
    Address

  	
  Tallahassee, FL 32314

  	
   

  
	
    City/State/Zip

  	
  (800) 342-8086

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE ABC

  



 


1.
DEBTOR’S EXACT FULL LEGAL NAME – INSERT ONLY ONE DEBTOR NAME (1a OR 1b) – Do
Not Abbreviate or Combine Names


	
  1a. ORGANIZATION’S NAME

  	
  JACKSONVILLE RADIATION THERAPY SERVICES, INC.

  
	
   

  	
   

  
	
  1b. INDIVIDUAL’S LAST NAME

  	
  FIRST NAME

  	
  MIDDLE NAME

  	
  SUFFIX

  
	
   

  	
   

  	
   

  	
   

  
	
  1c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE 

  	
  COUNTRY

  
	
  2234 Colonial Boulevard

  	
  Fort Myers

  	
  PL

  	
  33907

  	
  USA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1d. TAX ID#

  	
  REQUIRED ADD’L INFO

  	
  1e. TYPE OF ORGANIZATION

  	
  1f. JURISDICTION OF ORGANIZATION

  	
  1g. ORGANIZATIONAL ID#

  
	
   

  	
  RE: ORGANIZATION DEBTOR

  	
  Corporation

  	
  Florida

  	
  P08000034468

  	
  o NONE

  
											



 


2.
ADDITIONAL DEBTOR’S EXACT FULL LEGAL NAME – INSERT ONLY ONE DEBTOR NAME (2a OR
2b) – Do Not Abbreviate or Combine Names


	
  2a. ORGANIZATION’S NAME

  	
   

  
	
   

  	
   

  
	
  2b. INDIVIDUAL’S LAST NAME

  	
  FIRST NAME

  	
  MIDDLE NAME

  	
  SUFFIX

  
	
   

  	
   

  	
   

  	
   

  
	
  2c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2d. TAX ID#

  	
  REQUIRED ADD’L INFO

  	
  2e. TYPE OF ORGANIZATION

  	
  2f. JURISDICTION OF ORGANIZATION

  	
  2g. ORGANIZATIONAL ID#

  
	
   

  	
  RE: ORGANIZATION

  	
   

  	
   

  	
   

  	
  o NONE

  
	
   

  	
  DEBTOR

  	
   

  	
   

  	
   

  	
   

  
											



 


3. SECURED PARTY’S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P)–
INSERT ONLY ONE SECURED PARTY NAME (3a OR 3b)


	
  3a. ORGANIZATION’S NAME

  	
  Wachovia Bank, National Association, as Collateral Agent 

  
	
   

  	
   

  
	
  3b. INDIVIDUAL’S LAST NAME 

  	
  FIRST NAME 

  	
  MIDDLE NAME 

  	
  SUFFIX

  
	
   

  	
   

  	
   

  	
   

  
	
  3c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
  301 South College Street, Attn: Kirk Teach

  	
  Charlotte

  	
  NC

  	
  28202

  	
  USA

  
						



 


4. This FINANCING STATEMENT covers the following collateral:


 


 


All assets of the Debtor
whether now owned or hereafter acquired or in which Debtor otherwise has rights
and all proceeds thereof.


 


 


	
  5. ALTERNATE DESIGNATION (if applicable)

  	
   

  	
  o LESSEE/LESSOR

  	
   

  	
  o CONSIGNEE/CONSIGNOR

  	
   

  	
  o BAILEE/BAILOR

  
	
   

  	
   

  	
  o AG. LIEN

  	
   

  	
  o NON-UCC
  FILING

  	
   

  	
  o SELLER/BUYER

  



 


6. Florida DOCUMENTARY STAMP TAX – YOU ARE REQUIRED TO CHECK EXACTLY ONE
BOX


 


o All documentary
stamps due and payable or to become due and payable pursuant to s. 201.22 F.S.,
have been paid.


x Florida Documentary
Stamp Tax is not required.


 


7. OPTIONAL FILER REFERENCE DATA To Be Filed With The Florida Secured
Transaction Registry. (92010.133)


 


	
  STANDARD FORM - FORM UCC-1 (REV.12/2001)

  	
   

  	
  Filing Office Copy

  	
   

  	
  Approved by the Secretary of State, State of
  Florida

  



 






 










 


	
  

  	
  Bank of America Plaza 813.229.7600

  
	
  101 East Kennedy Boulevard 813.229.1660 fax

  
	
  Suite 2800

  
	
  Tampa, Florida 33602

  
	
   

  	
  www.slk-law.com

  



 


June 19, 2008


 


To the
Administrative Agent, Collateral


Agent,
Co-Syndication Agents, Co-Documentation 


Agents, Joint Lead
Arrangers, and Sole Bookrunner, 


and each of the
Lenders party to the


Credit Agreement
referred to below:


 


Ladies and
Gentlemen:


 


We have acted as
counsel to Jacksonville Radiation Therapy Services, Inc., a Florida corporation
(the "New Guarantor") solely
in connection with the negotiation, execution, and delivery of that certain
Supplement No. 1 dated as of February 21, 2008, executed by the New Guarantor
in connection with that certain Credit Agreement dated February 21, 2008 (the "Credit
Agreement"), by and among Radiation Therapy Services,
Inc., a Florida corporation ("Borrower") and Radiation
Therapy Services Holdings, Inc., a Florida corporation ("Parent"), the
banks and other lending institutions from time to time party thereto (each a "Lender"
and collectively the "Lenders"), Wachovia Bank,
National Association ("Wachovia" or "Agent"),
as Administrative Agent, Collateral Agent, Swingline Lender and Issuing
Bank, BNP Paribas and General Electric Capital Corporation, as Co-Syndication
Agents, Sumitomo Mitsui Banking Corporation and Fifth Third Bank, as
Co-Documentation Agents, Wachovia Capital Markets, LLC, BNP Paribas Securities
Corp. and Sumitomo Mitsui Banking Corporation, as Joint Lead Arrangers and
Wachovia Capital Markets, LLC, as Sole Bookrunner. This opinion is being
delivered at your request in accordance with Section 6.9 of the Credit
Agreement. Initially capitalized terms not otherwise defined herein shall have
the meanings provided therefor in the Credit Agreement.


 


We represent New
Guarantor from time to time on specific matters that are referred to us, but
are not general counsel for New Guarantor. Whenever our opinion is based on our
knowledge or awareness of the existence or absence of facts, we mean that,
during the course of our engagement for this opinion, no information has come
to the attention of any of our attorneys working on the opinion engagement that
would give them actual knowledge of the existence or absence of such facts. We
have not undertaken any independent investigation to determine the existence or
absence of such facts, and no inference as to our knowledge of the existence or
absence of such facts should be drawn from our engagement.


 


We are qualified
to practice law in the State of Florida (the "State"), and
we have not made a review of the laws of any jurisdiction other than the State.
We do not express any opinion on any laws other than the laws of the State.


 


As such counsel,
we have reviewed originals, or copies certified or otherwise authenticated to
our satisfaction, of the following documents as executed and/or delivered as of
the date hereof unless otherwise noted below:


 


1.                                       the Credit Agreement;


 


2.                                       that certain Guaranty and Collateral
Agreement dated as of February 21, 2008, by and among Parent, Borrower, the
Subsidiary Guarantors named therein, and Wachovia (as amended by Supplement No.
1, the "Guaranty and Collateral Agreement");


 


3.                                       Supplement No. 1 to the Guaranty and
Collateral Agreement dated as of February 21, 2008;


 


TAMPA
                                              TOLEDO                                                CHARLOTTE                 COLUMBUS


 

















 


4.                                       the UCC Financing Statement with respect
to the personal property of the New Guarantor, naming the New Guarantor as
debtor therein (the "Financing Statement"); and


 


5.                                       organizational and operational documents
for the New Guarantor, including Articles of Incorporation dated April 2, 2008,
Bylaws adopted April 2, 2008, a Certificate of Good Standing dated June 6,
2008, an Assistant Secretary's and Incumbency Certificate dated as of June 6,
2008, and a Consent in Lieu of a Special Meeting of the Board of Directors of
New Guarantor, dated June 6, 2008 (collectively, the "Reviewed Organization Documents")


 


The
documents described in items (2) and (3) immediately above are hereinafter
collectively called the "Transaction Documents."


 


In giving this
opinion, we have assumed the following:


 


(i)                                     all signatures and all documents that we
reviewed are genuine;


 


(ii)                                  all items submitted to us as originals
are authentic;


 


(iii)                               all items submitted to us as copies
conform to the originals;


 


(iv)                              each party to the Transaction Documents
other than New Guarantor legally exists and has


the
power, authority and capacity to enter into and perform all of its obligations
under the Transaction Documents;


 


(v)                                 each party to the Transaction Documents
other than New Guarantor, has been duly


organized,
is validly existing and is in good standing in the state or other jurisdiction
of its organization;


 


(vi)                              each party to the Transaction Documents
other than New Guarantor, has duly authorized


the
execution, delivery and performance of each of the Transaction Documents to
which it is a party;


 


(vii)                           all natural persons executing the
Transaction Documents are legally competent to do so;


 


(viii)                        each party to the Transaction Documents
other than New Guarantor, has duly authorized the execution, delivery and
performance of the Transaction Documents executed by it or on its behalf;


 


(ix)                                each party to the Transaction Documents
other than New Guarantor has duly executed


such
Transaction Documents and has delivered the same to Lender in the form that we
reviewed;


 


(x)                                   the respective obligations of each party
to the Transaction Documents other than New


Guarantor
are legal, valid, binding and enforceable against each such party;


 


2

















 


(xi)                                the representations and warranties by the
New Guarantor, and any other party(ies) in the Transaction Documents relevant
to this opinion, are true and complete;


 


(xii)                             the Financing Statement correctly shows
the mailing address of the New Guarantor, the name of the Lender, and an
address of the Lender from which information concerning the security interest
evidenced by the Financing Statement may be obtained;


 


(xiii)                          the Financing Statement has been filed
with the Florida Secured Transaction Registry;


 


(xiv)                         the Lender will continue the
effectiveness of the Financing Statement during the six (6) month period prior
to each fifth (5th) anniversary date of the original filing
of the Financing Statement, in the event the loan term is longer than five (5)
years; and


 


(xv)                            the actual amount of interest reserved
(and other charges in the nature of interest) in connection with the Loan(s)
evidenced by the Credit Agreement does not exceed 25% simple interest per
annum.


 


Based upon and
subject to the foregoing, it is our opinion that:


 


1.                                            The New Guarantor is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Florida. The New Guarantor (a) has full corporate power and authority to own
its assets and conduct the businesses in which it is now engaged and as are
expressly contemplated by the Transaction Documents, and has full corporate
power and authority enter into each of the Transaction Documents to which it is
a party and to perform its obligations thereunder and consummate the transactions
contemplated therein and (b) has taken all corporate action necessary to
authorize the execution, delivery and performance of each Transaction Document.


 


2.                                            Neither the execution or delivery of, nor
performance by the New Guarantor of its obligations under, the Transaction
Documents (a) do or will conflict with, violate or constitute a breach of (i)
any of the Reviewed Organization Documents of the New Guarantor, or (ii) any
laws, rules or regulations of the State applicable to the Guarantor, or (b)
requires the prior consent of, notice to, license from or filing with any
Governmental Authority which has not been duly obtained or made on or prior to
the date hereof, or (c) does or will result in the violation of any law,
statute, rule or regulation of the State or any judgment, decree, or order of
any Governmental Authority of the State known to us to be applicable to the New
Guarantor.


 


3.                                            No state or local documentary, stamp,
intangibles, excise or other tax or fee is payable to any Governmental
Authority of the State, in connection with the execution, delivery,
enforcement, recording or filing of any of the Transaction Documents or the
Financing Statement, other than routine per


 


3

















 


page filing fees
in connection with the filing of the Financing Statement and court costs and
fees that may be or become payable in connection with the enforcement of the
Transaction Documents.


 


4.                                       The Financing Statement is in a form
sufficient (together with the tender of necessary filing fees) for filing with
the office of the Florida Secured Transaction Registry. The Administrative
Agent upon the filing of the Financing Statement with the Florida Secured
Transaction Registry will have a perfected security interest in that portion of
the Article 9 Collateral (defined below) owned by the New Guarantor in which a
security interest is perfected by filing a financing statement under the
Uniform Commercial Code as in effect in the State of Florida (the "Florida
UCC").


 


5.                                       The Guaranty and Collateral Agreement is
effective to create in favor of Administrative Agent for the benefit of the
Secured Parties named in the Credit Agreement, a valid security interest in the
collateral of the New Guarantor described therein to which Article 9 of the
Florida UCC is applicable (the "Article 9 Collateral").


 


6.                                       The Loan will not violate applicable
Florida usury laws, provided that Lender does not charge or collect interest
(taking into account as interest all charges, however labeled, that are charges
for the use of money), at an effective rate in excess of twenty-five percent
(25%) per annum, simple interest, calculated on the basis of a year of 365 or
366 days, as applicable.


 


The opinions
rendered herein are subject to the following qualifications:


 


(i)                                          the effect of laws governing bankruptcy,
reorganization, fraudulent conveyances and transfers, moratorium, and
insolvency and the enforcement of creditors' rights generally which may
restrict the enforcement of the remedies provided therein, but that, in our
opinion, will not materially interfere with the practical realization of the
benefits or the security intended to be provided therein or thereby;


 


(ii)                                       the application of general principles of
equity; and,


 


(iii)                                    standards of commercial reasonableness,
conscionability, and good faith and the exercise of judicial discretion.


 


We express no
opinion on any of the following:


 


(i)                                          any change (from one state, to another
state) in the location (within the meaning of the Florida UCC) of New Guarantor,
or any change in the name or corporate structure of New Guarantor;


 


(ii)                                       the compliance with any laws regulating
occupational health and safety of workers, environmental matters, including
hazardous wastes or materials, zoning or building, securities, insurance,
banking or antitrust activities, except as expressly set forth herein;


 


4

















 


(iii)                                    Except as specifically set forth in
opinion number 3 above, any federal, state or local tax matters, including any
corporate income taxes, intangible taxes, documentary stamp taxes, franchise
fees or other taxes that may be applicable to the transactions addressed
herein, except as expressly set forth herein; or


 


(iv)                                   federal securities laws and regulations
(including all other laws and regulations administered by the United States
Securities and Exchange Commission), and laws and regulations relating to
commodity (and other) futures and indices and other similar instruments;


 


(v)                                      pension and employee benefit laws and
regulations (e.g., ERISA);


 


(vi)                                   federal and state laws and regulations
concerning filing and notice requirements (such as the Hart-Scott-Rodino
Antitrust Improvements Act of 1986, as amended, and the Exon-Florio Act, as
amended);


 


(vii)                                federal and state antitrust and unfair
competition laws and regulations;


 


(viii)                             compliance with fiduciary duty
requirements;


 


(ix)                                     the statutes and ordinances, the
administrative decisions and the rules and regulations of counties, towns,
municipalities and special political subdivisions (whether created or enabled
through legislative action at the federal, state or regional level—e.g., water
agencies, joint power districts, turnpike and tollroad authorities, rapid
transit districts or authorities, and port authorities), applicable zoning and
building laws, ordinances, code, rules or regulations and judicial decisions to
the extent that they deal with any of the foregoing;


 


(x)                                        fraudulent transfer and fraudulent
conveyance laws;


 


(xi)                                     federal and state environmental, tax, land
use and subdivision, racketeering laws and regulations (e.g., RICO), health and
safety (e.g. OSHA) and labor laws and regulations;


 


(xii)                                  federal patent, trademark and copyright,
state trademark, and other federal and state intellectual property laws and
regulations;


 


(xiii)                               federal and state laws, regulations and
policies concerning (a) national and local emergency, (b) possible judicial
deference to acts of sovereign states, and (c) criminal and civil forfeiture
laws;


 


(xiv)                              Regulations U and X of the Federal
Reserve Board, and any other federal and state statutes of general application
to the extent they provide for criminal prosecution (e.g., mail fraud and wire
fraud statutes);


 


5

















 


(xv)                                 any laws, regulations, directives and
executive orders that prohibit or limit the enforceability of obligations based
on attributes of the party seeking enforcement (e.g., the Trading with the
Enemy Act and the International Emergency Economic Powers Act);


 


(xvi)                         the effect of any law, regulation or
order which hereafter is enacted, promulgated or issued;


 


(xvii)                           title to any property;


 


(xviii)                        the Anti-Terrorism Order, including
Executive Order No. 13224 on Terrorism Financing, effective September 24, 2001
and the United and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (together, the "Anti-Terrorism
Order") as amended, all rules and regulations promulgated thereunder
and all federal, state and local laws, statutes, ordinances, orders,
governmental rules, regulations, licensing requirements and policies relating
to the Anti-Terrorism Order, the foreign assets control regulations of the
United States Treasury Department, and to the extent the following relate to
any Anti-Terrorism Law such anti-terrorism law or regulation (including without
limitation the Executive Order of September 23, 2001 Blocking Property and
Prohibiting Transactions and Persons Who Commit and Threaten to Commit or
Support Terrorism) or the Anti-Terrorism Order: the ownership and operation of,
or otherwise regulation of, companies which conduct, operate or otherwise
pursue the business or businesses now and in the future conducted, operated or
otherwise pursued by the Borrowers including, without limitation, the
importation, transportation, manufacturing, dealing, purchase, use or storage
of explosive materials;


 


(ixx)                                     the Federal Power Act, as amended, and
the regulations implementing the Federal Power Act, all rules and regulations
promulgated under any of the foregoing statutes, the rules, regulations and
policies of the Federal Energy Regulatory Commission and any other federal or
any state or local regulatory authority, and all other federal, state and local
laws, orders, regulations, licensing requirements and policies regulating,
public utilities, electric utilities or energy facilities or services (and
including without limitation any requirement under any such federal, state or
local law or regulation that any Loan Party obtain any consent, approval,
authorization or order in order to enter into the Loan Documents and perform
the transactions contemplated thereby or the effect of any failure to obtain
any such consent, approval authorization or order);


 


(xx)                                        federal, state and local liquor licensing
laws and regulations;


 


(xxi)                                     the USA Patriot Act of 2001 and the
rules, regulations and policies promulgated thereunder and any foreign assets
control regulations of the United States Treasury Department or any enabling
legislation or orders relating thereto.


 


(xxii)                             any insurance, HMO, health insurance
laws, regulations, directives or executive orders;


 


6

















 


(xxiii)                         Federal, state and local laws,
regulations, licensing requirements and policies relating to health care,
Medicare, Medicaid or CHAMPUS (including those of any state regulatory agency
or Centers for Medicare and Medicaid Services); and/or


 


(xxiv)                        Federal, state, or local regulation or
order, of any authority, which relates to or otherwise imposes liability or
standards of conduct concerning the licensure, certification, qualification, or
operation of a clinical or pathology laboratory, medical practice or other
aspect of a Person's business subject to such laws, including but not limited to
laws governing Medicare and Medicaid laboratories, laws regarding the
professional standards of health care professionals; laws governing patient
confidentiality and privacy; laws governing the corporate practice of medicine;
laws governing laboratories; laws relating to kickbacks, self-referrals and
access to health care, as well as the Employee Health Care Access Act; 21
U.S.C. 301-392, the Federal Food Drug and Cosmetic Act; 21 U.S.C. 821 et seq.,
the Federal Drug Abuse Act; Sections 1128, 1128A and 1128B of the Social
Security Act; The Clinical Laboratory Improvement Amendments of 1988; 42 U.S.C.
1320a-7b, 42 C.F.R. Part 1001, 42 C.F.R. Chapter IV, Subchapter C; Sections
1876 or 1903 of the Social Security Act; 45 C.F.R., Part 74; 45 C.F.R., Part 92;
42 C.F.R. 455.109, Section 306 of the Clean Air Act; 42 U.S.C. 1857(h) et seq.,
Section 508 of the Clean Water Act; 33 U.S.C. 1368 et seq., Executive Order
11738 and Environmental Protection Agency regulations; 40 C.F.R..Part 15, Title
VI of the Civil Rights Act of 1964; 42 U.S.C. 2000 d et seq., Section 504 of
the Rehabilitation Act of 1933; 29 U.S.C. 7940; Title IX of the Education
Amendments of 1972, 20 U.S.C. 1681 et seq., the Age Discrimination Act of 1975;
42 U.S.C. 6101 et seq., Section 654 of OBRA '81; 42 U.S.C. 9849 and the
Americans with Disabilities Act of 1990; P.L. 101-336, OBRAs 1986 through 1993,
as amended, the Health Insurance Portability and Accountability Act, as
amended, and any other similar Federal, state or local Regulations.


 


Our
opinions contained herein are rendered solely in connection with the
transactions contemplated under the Transaction Documents and may not be relied
upon in any manner by any Person other than the addressees hereof, any
successor or assignee of any addressee (including successive assignees) and any
Person who shall acquire a participation interest in the interest of any Lender
(collectively, the "Reliance Parties"), or by any
Reliance Party for any other purpose. Our opinions herein shall not be quoted
or otherwise included, summarized or referred to in any publication or
document, in whole or in part, for any purpose whatsoever, or furnished to any
Person other than a Reliance Party (or a Person considering whether to become a
Reliance Party), except as may be required of any Reliance Party by applicable
law or regulation or in accordance with any auditing or oversight function or
request of regulatory agencies to which a Reliance Party is subject.


 


We
assume no obligation to revise or supplement this opinion if any law now in
effect is changed by legislative action, judicial decision or otherwise or if
any facts upon which we have relied subsequently change or prove incorrect.


 


7

















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/ Shumaker, Loop
  & Kendrick, LLP

  
	
   

  	
  Shumaker, Loop &
  Kendrick, LLP

  



 


8