Exhibit 10.08


 


EXECUTION COPY


 


AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT


 


DATED AS OF MARCH 25, 2008


 


BY AND AMONG


 


RADIATION THERAPY INVESTMENTS, LLC


 


AND


 


THE OTHER PARTIES HERETO


 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I REPRESENTATIONS AND WARRANTIES
  OF THE PARTIES

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Representations and Warranties of the
  Company

  	
  2

  
	
  1.2

  	
  Representations and Warranties of the
  Securityholders

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II BOARD REPRESENTATION;
  SPECIAL CONSENT RIGHT

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Board of Managers

  	
  3

  
	
  2.2

  	
  Proxy

  	
  5

  
	
  2.3

  	
  Matters Requiring Supermajority Vote

  	
  6

  
	
  2.4

  	
  Certain Real Property Transactions

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE III TRANSFERS OF SECURITIES

  	
  7

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Restrictions on Transfer of Employee
  Securities, TCW Securities and NYLIM Securities

  	
  7

  
	
  3.2

  	
  Right of First Refusal

  	
  7

  
	
  3.3

  	
  Restrictions on Transfers of Vestar
  Securities

  	
  8

  
	
  3.4

  	
  Securities Act Compliance

  	
  12

  
	
  3.5

  	
  Certain Transferees Bound by Agreement

  	
  12

  
	
  3.6

  	
  Transfers in Violation of Agreement

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV TAKE-ALONG RIGHTS ON
  APPROVED SALE

  	
  12

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Take-Along Rights

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE V REGISTRATION RIGHTS

  	
  15

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Demand Registrations

  	
  15

  
	
  5.2

  	
  Incidental Registration

  	
  18

  
	
  5.3

  	
  Holdback Agreements

  	
  19

  
	
  5.4

  	
  Registration Procedures

  	
  20

  
	
  5.5

  	
  Shelf Registration

  	
  23

  
	
  5.6

  	
  Registration Expenses

  	
  23

  
	
  5.7

  	
  Indemnification; Contribution

  	
  24

  
	
  5.8

  	
  Rules 144 and 144A

  	
  26

  
	
  5.9

  	
  Underwritten Registrations

  	
  27

  
	
  5.10

  	
  No Inconsistent Agreements

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI VENTURE CAPITAL OPERATING
  COMPANY

  	
  27

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  VCOC Securityholders

  	
  27

  



 

















 


	
  ARTICLE VII AMENDMENT AND TERMINATION

  	
  29

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Amendment and Waiver

  	
  29

  
	
  7.2

  	
  Termination of Agreement

  	
  29

  
	
  7.3

  	
  Termination as to a Party

  	
  30

  
	
  7.4

  	
  Issuer of Registrable Securities

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII PARTICIPATION RIGHTS

  	
  30

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Participation Right

  	
  30

  
	
  8.2

  	
  Definition of New Units

  	
  30

  
	
  8.3

  	
  Notice from the Company

  	
  31

  
	
  8.4

  	
  Closing

  	
  31

  
	
  8.5

  	
  Compliance

  	
  31

  
	
  8.6

  	
  Exempted Issuances

  	
  31

  
	
  8.7

  	
  Termination of this Section Upon a
  Public Offering

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX MISCELLANEOUS

  	
  32

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Certain Defined Terms

  	
  32

  
	
  9.2

  	
  Legends

  	
  41

  
	
  9.3

  	
  Severability

  	
  42

  
	
  9.4

  	
  Entire Agreement

  	
  42

  
	
  9.5

  	
  Successors and Assigns

  	
  42

  
	
  9.6

  	
  Counterparts

  	
  42

  
	
  9.7

  	
  Remedies

  	
  42

  
	
  9.8

  	
  Notices

  	
  43

  
	
  9.9

  	
  Governing Law

  	
  44

  
	
  9.10

  	
  Arbitration of Valuation of Equivalent Cash
  Price

  	
  44

  
	
  9.11

  	
  Descriptive Headings

  	
  45

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A CERTAIN REAL PROPERTY
  TRANSACTION 

  	
   

  
	
   

  	
   

  
	
  EXHIBIT B EXECUTIVE HOLDER

  	
   

  
	
   

  	
   

  
	
  EXHIBIT C MANAGEMENT AGREEMENT

  	
   

  



 

















 


AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT


 


This Amended and Restated
Securityholders Agreement (this “Agreement”) is entered into as of March 25,
2008 by and among (i) Radiation Therapy Investments, LLC, a Delaware
limited liability company (the “Company”), (ii) Vestar Capital
Partners V, L.P., a Cayman Islands exempted limited partnership (“Vestar V”),
Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited
partnership (“Vestar V-A”), Vestar Executive V, L.P., a Cayman Islands
exempted limited partnership, Vestar Holdings V, L.P., a Cayman Islands
exempted limited partnership, Vestar/Radiation Therapy Investments, LLC, a
Delaware limited liability company (“Vestar/RTI”), and any investment
fund affiliated with Vestar Capital Partners V, L.P. that at any time acquires
Securities and executes a counterpart of this Agreement or otherwise agrees to
be bound by this Agreement (collectively, “Vestar”), (iii) parties
to this Agreement who are identified as Employees on the signature page hereto
(each, an “Employee” and, collectively, the “Employees”), (iv) TCW/Crescent
Mezzanine Partners V, L.P., a Delaware limited partnership, TCW/Crescent
Mezzanine Partners VB, L.P., a Delaware limited partnership, TCW/Crescent
Mezzanine Partners VC, L.P., a Delaware limited partnership, MAC Equity
Holdings, LLC, a Delaware limited liability company (the entities described in
this clause (iv), each, a “TCW Holder” and collectively, “TCW”)),
(v) New York Life Investment Management Mezzanine Partners II, LP, a
Delaware limited partnership, and NYLIM Mezzanine Partners II Parallel Fund,
LP, a Delaware limited partnership (the entities described in this clause (v), each,
an “NYLIM Holder” and collectively, “NYLIM”)), and (vi) each
other holder of Securities who hereafter executes a separate agreement to be
bound by the terms hereof (which holders shall be treated the same as a holder
of TCW Securities) (Vestar, the Employees, TCW, NYLIM and each other Person
that is or may become a party to this Agreement as contemplated hereby are
sometimes referred to herein collectively as the “Securityholders” and
individually as a “Securityholder”). Certain capitalized terms used
herein are defined in Section 9.1.


 


WHEREAS, on February 21,
2008, pursuant to that certain Agreement and Plan of Merger (the “Purchase
Agreement”), dated as of October 19, 2007, by and among Radiation
Therapy Services, Inc., a Delaware corporation (“RTS”), Radiation
Therapy Services Holdings, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company (“Holdings”), RTS MergerCo, Inc.,
a Florida corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”),
and the Company (solely for purpose of Section 7.2 thereof), (i) Merger
Sub merged with and into RTS, with RTS surviving as a direct wholly-owned
subsidiary of Holdings and (ii) certain employees and directors of RTS
either contributed RTS common stock to the Company or invested cash in the
Company, in each case, in exchange for Preferred Units and Class A Units
of the Company (the merger and the other transactions contemplated by the
Purchase Agreement, collectively, the “Acquisition”);


 


WHEREAS, in connection with
the consummation of the Acquisition, the Company, Vestar and the Employees
entered into a Securityholders Agreement on February 21, 2008 (such
agreement, the “Original Agreement”);


 


WHEREAS, in connection with
the issuance of units of limited liability company interest to TCW and certain
of its affiliates who are providing mezzanine financing to RTS, the Company and
the Vestar Majority Holders desire to amend and restate the Original Agreement.


 

















 


NOW THEREFORE, in
consideration of the mutual covenants and agreements contained herein, the
parties hereto, each intending to be legally bound, agree that the Original
Agreement is hereby amended and restated in its entirety as follows:


 


ARTICLE I

REPRESENTATIONS AND WARRANTIES

OF THE PARTIES


 


1.1 Representations and
Warranties of the Company. The Company hereby represents and warrants to
the Securityholders that as of the date of this Agreement:


 


(a)                                  it is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware, it has full power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereby, and the execution, delivery and performance by it of this
Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary limited liability company action;


 


(b)                                 this Agreement
has been duly and validly executed and delivered by the Company and constitutes
a legal and binding obligation of the Company, enforceable against the Company
in accordance with its terms; and


 


(c)                                  the execution,
delivery and performance by the Company of this Agreement and the consummation
by the Company of the transactions contemplated hereby will not, with or
without the giving of notice or lapse of time, or both (i) violate any
provision of law, statute, rule or regulation to which the Company is
subject, (ii) violate any order, judgment or decree applicable to the
Company, or (iii) conflict with, or result in a breach or default under,
any term or condition of the Company’s organizational documents or any
agreement or instrument to which the Company is a party or by which it is
bound.


 


1.2 Representations and
Warranties of the Securityholders. Each Securityholder (as to himself or
itself only) represents and warrants to the Company and the other Securityholders
that, as of the time such Securityholder becomes a party to this Agreement:


 


(a)                                  this Agreement
(or the separate joinder agreement executed by such Securityholder) has been
duly and validly executed and delivered by such Securityholder, and this Agreement
constitutes a legal and binding obligation of such Securityholder, enforceable
against such Securityholder in accordance with its terms; and


 


(b)                                 the execution,
delivery and performance by such Securityholder of this Agreement (or any
joinder to this Agreement) and the consummation by such Securityholder of the
transactions contemplated hereby (and thereby) will not, with or without the
giving of notice or lapse of time, or both, (i) violate any provision of
law, statute, rule or regulation to which such Securityholder is subject,
(ii) violate any order, judgment or decree applicable to such
Securityholder, or (iii) conflict with, or result in a breach or default
under, any term or condition of any agreement or other instrument to which such
Securityholder is a party or by which such Securityholder is bound.


 


2

















 


ARTICLE II

BOARD REPRESENTATION; SPECIAL CONSENT RIGHT


 


2.1                                 Board of
Managers.


 


(a)                                  Each Person,
other than the Company, that is a party to this Agreement hereby agrees that
such Person will vote, or cause to be voted, all voting securities of the
Company over which such Person has the power to vote or direct the voting, and
will take all other necessary or desirable action within such Person’s control,
and the Company will take all necessary and desirable actions within its
control, to cause the authorized number of members for the board of managers of
the Company (the “Board”) to be established at nine managers (or such
other number as determined in a manner consistent with this Section 2.1),
and cause to be continued in office, the following individuals:


 


(i)                                     two managers
designated by Vestar V, who shall initially be Daniel S. O’Connell and Anil
Shrivastava;


 


(ii)                                  one manager
designed by Vestar V-A, who shall initially be James L. Elrod, Jr.;


 


(iii)                               one manager
designated by Vestar/RTI, who shall initially be Erin L. Russell (the managers
designated pursuant to Sections 2.1(a)(i) through (iii), collectively, the
“Vestar Managers”);


 


(iv)                              Dr. Daniel
E. Dosoretz (“Dr.Dosoretz”) (whether or not he is a senior officer of
RTS) and two managers (each such manager, including Dr. Dosoretz, a “Management
Manager”) (initially to be James H. Rubenstein and Howard M. Sheridan)
designated by Dr. Dosoretz after consultation with Vestar V for so long as
Dr. Dosoretz is the Chief Executive Officer of RTS and thereafter,
determined by the affirmative vote of holders of a majority of Class A
Units held by the Executive Holders (the “Majority Executives”); provided,
however, the number of Management Managers on the Board shall be reduced
to two effective immediately upon the occurrence of any of the following: (x) the
Executive Holders collectively hold, directly or indirectly, less than 10% of
the outstanding Class A Units of the Company, (y) Dr. Dosoretz
exercises his put option pursuant to Section 5.1 of the Dosoretz Unit
Subscription Agreement, or (z) for four consecutive quarters, RTS’ EBITDA
was at a level less than 90% of the projections provided by management to
Vestar V in connection with the transactions contemplated by the Purchase
Agreement; provided, further, that a Management Manager (other than Dr. Dosoretz)
shall be a senior officer of the Company, except that an Executive Holder who
is not an officer of the Company may be designated a Management Manager if such
designation is reasonably acceptable to Vestar V; and


 


(v)                                 two independent
managers, who are not Affiliates of Vestar or an officer or employee of the
Company, designated by Vestar V after consultation with the Chief Executive
Officer of RTS (collectively, the “Independent Managers”); provided that
the number of Independent Managers shall be increased to three in the event the


 


3

















 


number of Management
Managers is reduced to two, and such additional Independent Manager shall be
elected by a majority vote of the outstanding Class A Units.


 


provided, however,
that Vestar V may change the number of managers on the Board from time to time
in its sole discretion, for so long as Vestar V does not reduce the number of
Management Managers as provided in Section 2.1(a)(iv) above.


 


(b)                                 The composition
of the board of managers (or equivalent governing body) of each of the
Company’s Subsidiaries shall be the same as the Board unless otherwise approved
in writing by Vestar V; provided, that at least one Management Manager shall
serve on the board of managers (or equivalent governing boy) of each
Subsidiary.


 


(c)                                  If at any time
Vestar V notifies the other parties to this Agreement of its desire to remove,
with or without cause, any Vestar Manager or any Independent Manager, all such
parties so notified will vote, or cause to be voted, all voting securities of
the Company and the Subsidiaries of the Company over which they have the power
to vote or direct the voting, and shall take all such other actions promptly as
shall be necessary or desirable to cause the removal of such manager.


 


(d)                                 If at any time
Dr. Dosoretz (to the extent that at such time the Management Manager or
Management Managers are designated by Dr. Dosoretz) or the Executive
Holders (to the extent the Management Manager or Management Managers are
designated by the Majority Executives) notify the other parties to this
Agreement of his or their desire to remove, with or without cause, any
Management Manager, all such parties so notified will vote, or cause to be
voted, all voting securities of the Company and the Subsidiaries of the Company
over which they have the power to vote or direct the voting, and shall take all
such other actions promptly as shall be necessary or desirable to cause the
removal of such manager.


 


(e)                                  If at any time
a Management Manager (other than Dr. Dosoretz) ceases to be employed by
the Company or any of its Subsidiaries, such Management Manager shall be deemed
to have resigned from the Company and, unless otherwise reasonably determined
by Vestar V and Dr. Dosoretz or the Majority Executives (as applicable),
such Management Manager will be promptly removed from the Board.


 


(f)                                    If at any time
any Vestar Manager or any Independent Manager ceases to serve on the Board and
the board of managers (or similar governing body) of the Company’s Subsidiaries
(whether due to resignation, removal or otherwise), Vestar V shall be entitled
to designate a successor manager (provided, that with respect to any successor
to an Independent Manager, after consultation with Dr. Dosoretz) to fill
the vacancy created thereby on the terms and subject to the conditions of
paragraph (a) above. Each Person that is a party hereto agrees to vote, or
cause to be voted, all voting securities of the Company and the aforementioned
Subsidiaries over which such Person has the power to vote or direct the voting,
and shall take all such other actions as shall be necessary or desirable to
cause the designated successor to be elected to fill such vacancy.


 


(g)                                 If at any time
any Management Manager (other than Dr. Dosoretz) ceases to serve on Board
and the board of managers (or similar governing body) of the Company’s


 


4

















 


Subsidiaries (whether due to resignation, removal or
otherwise), the Chief Executive Officer of RTS or the Majority Executives, as
applicable, shall be entitled to designate a successor manager to fill the
vacancy created thereby on the terms and subject to the conditions of paragraph
(a) above. Each Person that is a party hereto agrees to vote, or cause to
be voted, all voting securities of the Company and the aforementioned
Subsidiaries over which such Person has the power to vote or direct the voting,
and shall take all such other actions as shall be necessary or desirable to
cause the designated successor to be elected to fill such vacancy.


 


(h)                                 Dr. Dosoretz
shall resign from the Board effective immediately if (x) his employment is
terminated by the Company for Cause (as defined in his Employment Agreement
with the Company), (y) his employment is terminated by the Company or he
resigns and at the time of such termination or resignation, the Put Option is
exercisable pursuant to the Dosoretz Rollover Subscription Agreement, whether
or not Dr. Dosoretz elects to exercise such option, or (z) the
Company exercises its repurchase option pursuant to Section 5.2 of the
Dosoretz Rollover Subscription Agreement with respect to a portion of the Units
held by Dr. Dosoretz that is at least equal to the number of Units that
Dr. Dosoretz would have been entitled to require the Company to purchase
pursuant to the Put Option at such time; provided, that, notwithstanding
anything to the contrary in this Agreement, Dr. Dosoretz shall not be
designated or elected as a Management Manager at any time after his resignation
from the Board pursuant to this Section 2.1(h).


 


(i)                                     No manager may
be removed except by vote of the Persons entitled to designate such manager;
provided that Dr. Dosoretz may only cease to serve as a manager on the
Board pursuant to Section 2.1(h) above.


 


2.2                                 Proxy.


 


(a)                                  In order to
effectuate the provisions of Section 4.1 hereof, each holder of Employee
Securities hereby grants to each of (i) Vestar V, and (ii) Dr. Dosoretz,
or if Dr. Dosoretz shall cease to be the Chief Executive Officer of RTS,
to the then-current Chief Executive Officer of RTS, or if the Chief Executive
Officer of RTS shall be unable to exercise this proxy due to illness or absence
or if the position of Chief Executive Officer of RTS shall be vacant, to the
Chief Financial Officer of RTS, each such person to have the power to act
independently, a proxy to vote at any annual or special meeting of Securityholders,
or to take any action by written consent in lieu of such meeting with respect
to, or to otherwise take action in respect of, all of the Securities owned or
held of record by such holder in connection with the matters set forth in
Section 4.1 hereof in accordance with the provisions of Section 4.1
hereof. Each of the proxies granted hereby is irrevocable and is coupled with
an interest. To effectuate the provisions of this Article II, the
Secretary of each of the Company and each of the aforementioned Subsidiaries of
the Company, or if there be no Secretary such other officer or employee of the
Company or such Subsidiaries as the board of directors (or similar governing
body) of the Company or such Subsidiaries may appoint to fulfill the duties of
the Secretary, shall not record any vote or consent or other action contrary to
the terms of this Article II.


 


(b)                                 The provisions
of this Article II shall terminate immediately prior to the consummation
of an initial Public Offering; provided that the provisions of this Article II
shall remain in effect following an initial Public Offering with respect to
Securityholders who are


 


5

















 


otherwise (i.e., not due to the formation of a group
pursuant to this Agreement) subject to the reporting requirements of Section 16(a) of
the Exchange Act, for so long as they remain subject thereto and Vestar holds
at least 20% of the fully-diluted voting equity securities of the Company, in
order to (i) vote in favor of the election of any designees of Vestar V to
the Board or the board of directors (or similar governing bodies) of the
Company’s Subsidiaries and any successors thereto and (ii) support any
transaction that if consummated would constitute a Sale of the Company that is
supported by Vestar V.


 


2.3 Matters Requiring
Supermajority Vote.


 


(a)                                  Notwithstanding
anything to the contrary contained in this Agreement or the LLC Agreement,
without the prior written consent of the Majority Executives, no action shall
be taken or resolution be passed by the Company, any of its Subsidiaries, the
Board or the board of directors (or similar governing body) of any Subsidiary
with respect to the following matters:


 


(i)                                     a material
change in the nature of the Company’s business; provided, however,
the following actions and events shall not be deemed a material change in the
nature of the Company’s business: (i) changes in the size, geographic
scope or markets in which the business is conducted or the relative mix of the
Company’s business lines, whether as the result of any acquisition,
divestiture, combination, organic growth or otherwise, (ii) discontinuation
of ancillary businesses not necessary to the provision of radiation therapy
services and changes in the method of conducting such ancillary businesses,
(iii) discontinuation and/or divestiture of service line or industry
segment outside of the Core Business, and (iv) changes in response to
local, state or federal government activity, whether in the form of legislative
or regulatory action or published guidance;


 


(ii)                                  any transaction
with Vestar or its Affiliates, other than (i) any transactions involving
an aggregate amount not to exceed $300,000 in any particular fiscal year
(excluding any fee payable to Vestar Capital Partners pursuant to the
Management Agreement), (ii) any issuance of New Units to Vestar and/or its
Affiliates so long as the Employees are granted Participation Rights with
respect to such issuance in accordance with Article VIII hereof, (iii) any
transaction between the Company and Vestar in its capacity as a holder of
Securities of the Company, (iv) any transaction that does not
disproportionately affect Vestar as compared to other holders of the same class
of Units or (v) any transaction contemplated by the Transaction
Documents);


 


(iii)                               alter, amend or
change any of the rights, preferences or characteristics of any Vestar
Preferred Units having the effect of rendering the Vestar Preferred Units
superior to the Employee Preferred Units;


 


(iv)                              make any
distributions on the Vestar Preferred Units that are disproportionate to the
distributions or dividends paid on the Employee Preferred Units; or


 


(v)                                 effect any
redemption or repurchase of the Vestar Preferred Units that is disproportionate
to the redemption or repurchase of the Employee Preferred Units.


 


6

















(b)                                 Sections
2.3(a)(i) and 2.3(a)(ii) shall terminate immediately upon the earlier
to occur of (x) the consummation of a Public Offering and (y) the
time upon which the aggregate amount of Class A Units held by the
Employees represent no more than 5% of the outstanding Class A Units.


 


2.4 Certain Real Property
Transactions. Set forth on Exhibit A hereto is a list of
construction, installation and remodeling projects that have been disclosed to
Vestar V and its Affiliates prior to the consummation of the transactions
contemplated by the Purchase Agreement. Notwithstanding anything set forth in
this Agreement, the Board shall approve, and Vestar shall not object to, any project
(and the transactions contemplated therein, including reimbursement of
construction costs and execution of leases with the appropriate parties) set
forth on Exhibit A, provided that such project is conducted on
terms and conditions consistent with past practice for similar projects.


 


ARTICLE III

TRANSFERS OF SECURITIES


 


3.1                                 Restrictions on
Transfer of Employee Securities, TCW Securities and NYLIM Securities. Prior to the
earlier of (i) a Sale of the Company and (ii) the consummation of the
initial Public Offering, no holder of Employee Securities, TCW Securities or
NYLIM Securities may Transfer any Employee Securities, TCW Securities or NYLIM
Securities, as the case may be, without the prior written consent of Vestar V
(which may be withheld in its sole discretion), except in an Exempt Employee
Transfer, an Exempt TCW Transfer or an NYLIM Exempt Transfer, as applicable.


 


3.2                                 Right of First
Refusal.


 


(a)                                  If any holder
of Employee Securities, TCW Securities or NYLIM Securities (for purposes of
this Section 3.2(a), a “Selling Security Holder”) proposes to sell
any or all of his Employee Securities, TCW Securities or NYLIM Securities, as
the case may be (other than an Exempt Employee Transfer, an Exempt TCW Transfer
or an Exempt NYLIM Transfer) to a third party (a “Proposed Sale”) prior
to (A) a Public Offering resulting in a public market for the Securities
and (B) a Sale of the Company, and Vestar V has consented to such Proposed
Sale (which consent may be withheld in its sole discretion), such Selling
Security Holder shall first notify the Company in writing, which notice shall
(i) state such Selling Security Holder’s intention to sell Employee
Securities, TCW Securities or NYLIM Securities, as the case may be, to one or
more persons, the amount of Employee Securities, TCW Securities or NYLIM
Securities to be sold, the purchase price therefor, the identity of each
prospective Transferee, if known, and the other material terms of the Proposed
Sale and (ii) contain an irrevocable offer to sell such Employee Securities,
TCW Securities or NYLIM Securities to the Company (in the manner set forth
below) at a purchase price equal to the price contained in, and on the same
terms and conditions of, the Proposed Sale (such notice, the “Proposed Sale
Notice”).


 


(b)                                 At any time
within thirty (30) days after the date of the receipt by the Company of the
Proposed Sale Notice, the Company shall have the right and option to purchase,
or to arrange for a third party to purchase, all of the Employee Securities,
all of the TCW Securities or all of the NYLIM Securities (as the case may be)
covered by the Proposed Sale


 


7














 


Notice at the same price and on the same terms and
conditions of the Proposed Sale (or, if the Proposed Sale includes any
consideration other than cash, then, at the sole option of the Company, at the
equivalent all cash price, determined in good faith by the Board, as
applicable), by delivering a certified bank check or checks in the appropriate
amount (or by wire transfer of immediately available funds, if the Selling
Security Holder provides to the Company wire transfer instructions) (and any
such non-cash consideration to be paid) to the Selling Security Holder at the
principal office of the Company against delivery of certificates or other
instruments representing the Employee Securities, TCW Securities or NYLIM
Securities so purchased, appropriately endorsed by the Selling Security Holder.
If at the end of the 30-day period, the Company has not elected to exercise its
right to purchase all of the Employee Securities, all of TCW Securities or all
of the NYLIM Securities (as the case may be) covered by the Proposed Sale
Notice as described above or the Company has not tendered the purchase price
for such securities in the manner set forth above, Vestar shall have the right
and option for fifteen (15) days after the end of the aforementioned 30-day
period to purchase all of the Employee Securities, all of the TCW Securities or
all of the NYLIM Securities (as the case may be) covered by the Proposed Sale
Notice at the same price and on the same terms and conditions of the Proposed
Sale (or, if the Proposed Sale includes any consideration other than cash,
then, at the sole option of Vestar, at the equivalent all cash price,
reasonably determined in good faith by mutual agreement of the Selling Security
Holder and Vestar (provided that in the event the Selling Security Holder and
Vestar are unable to mutually agree on such cash price, then such determination
shall be made in accordance with Section 9.11 of this Agreement), by
delivering a certified bank check or checks in the appropriate amount (or by
wire transfer of immediately available funds, if the Selling Security Holder
provides to Vestar wire transfer instructions) (and any such non-cash
consideration to be paid) to the Selling Security Holder at the principal
office of the Company against delivery of certificates or other instruments
representing the Employee Securities, TCW Securities or NYLIM Securities so
purchased, appropriately endorsed by the Selling Security Holder. If at the end
of the 15-day period, neither the Company nor Vestar has tendered the purchase
price for such securities in the manner set forth above, the Selling Security
Holder may, during the succeeding 30-day period, sell not less than all of the
Employee Securities, all of the TCW Securities or all of the NYLIM Securities
(as the case may be) covered by the Proposed Sale to a third party on terms no
less favorable to Selling Security Holder than those contained in the Proposed
Sale Notice. Promptly after such sale, the Selling Security Holder shall notify
the Company of the consummation thereof and shall furnish such evidence of the
completion and time of completion of such sale and of the terms thereof as may
reasonably be requested by the Company. If, at the end of sixth (60) days
following the expiration of the 30-day period during which the Company is
entitled hereunder to purchase the Employee Securities, TCW Securities or NYLIM
Securities, the Selling Security Holder has not completed the sale of such
securities as aforesaid, all of the restrictions on sale, transfer or assignment
contained in this Agreement shall again be in effect with respect to such
Employee Securities, TCW Securities or NYLIM Securities. Any action by Vestar
contemplated by this Section 3.2(b) shall be deemed to have been
taken by Vestar if such action is taken by the Vestar Majority Holders.


 


3.3                                 Restrictions on
Transfers of Vestar Securities.


 


(a)                                  Tag-Along
Rights. Subject to the next paragraph, prior to making any Transfer of Vestar
Securities (other than a Transfer described in Section 3.3(b)) any holder
of


 


8

















 


Vestar Securities proposing to make such a Transfer
(for purposes of this Section 3.3, a “Selling Vestar Holder”) shall
give at least fifteen (15) days’ prior written notice to each holder of
Employee Securities, TCW Securities and NYLIM Securities (for purposes of this
Section 3.3, each an “Other Holder”) and the Company, which notice
(for purposes of this Section 3.3, the “Sale Notice”) shall
identify the type and amount of Vestar Securities to be sold (for purposes of
this Section 3.3, the “Offered Securities”), describe the terms and
conditions of such proposed Transfer, and identify each prospective Transferee.
Any of the Other Holders may, within fifteen (15) days of the receipt of the
Sale Notice, give written notice (each, a “Tag-Along Notice”) to the
Selling Vestar Holder that such Other Holder wishes to participate in such
proposed Transfer upon the terms and conditions set forth in the Sale Notice,
which Tag-Along Notice shall specify the Employee Securities, TCW Securities or
NYLIM Securities, as the case may be, such Other Holder desires to include in
such proposed Transfer; provided, however, that (1) each
Other Holder shall be required, as a condition to being permitted to sell
Employee Securities, TCW Securities and NYLIM Securities pursuant to this
Section 3.3(a) in connection with a Transfer of Offered Securities,
to elect to sell Employee Securities, TCW Securities and NYLIM Securities of
the same type and class (for purpose of this Section 3.3, the Common Units
shall be treated as a single class, provided that the proceeds to be received
by the holders thereof shall take into account any differences in distribution
rights with respect to the Class A Units, Class B Units, Class C Units and other
Units constituting Common Units pursuant to Section 4.1 of the LLC
Agreement) and in the same relative proportions (which proportions shall be
determined on a unit for unit or, as the case may be, share for share basis and
on the basis of aggregate liquidation value with respect to Preferred Units or
Preferred Stock) as the Securities which comprise the Offered Securities, (2) no
Employee Security that is subject to vesting shall be entitled to be sold
pursuant to this Section 3.3(a) unless such Employee Security has
fully vested; and (3) to exercise its tag-along rights hereunder, each
Other Holder must agree to make to the Transferee the same representations,
warranties, covenants, indemnities and agreements as the Selling Vestar Holder
agrees to make in connection with the Transfer of the Offered Securities
(except that in the case of representations and warranties pertaining
specifically to, or covenants made specifically by, the Selling Vestar Holder,
the Other Holders shall make comparable representations and warranties
pertaining specifically to (and, as applicable, covenants by) themselves), and
must agree to bear his or its ratable share (which may be joint and several but
contribution shall be based on the proceeds received in respect of Securities
that are Transferred by each holder) of all liabilities to the Transferees
arising out of representations, warranties and covenants (other than those
representations, warranties and covenants that pertain specifically to a given
Securityholder, who shall bear all of the liability related thereto),
indemnities or other agreements made in connection with the Transfer. Each
Securityholder will bear (x) its or his own costs of any sale of
Securities pursuant to this Section 3.3(a) and (y) its or his
pro-rata share (based upon the relative amount of Securities sold) of the costs
of any sale of Securities pursuant to this Section 3.3(a) (excluding
all amounts paid to any Securityholder or his or its Affiliates as a
transaction fee, broker’s fee, finder’s fee, advisory fee, success fee, or
other similar fee or charge related to the consummation of such sale) to the
extent such costs are incurred for the benefit of all Securityholders and are
not otherwise paid by the Transferee.


 


If none of the Other Holders
gives the Selling Vestar Holder a timely Tag-Along Notice with respect to the
Transfer proposed in the Sale Notice, then (notwithstanding the first sentence
of this Section 3.3(a)) the Selling Vestar Holder may Transfer such
Offered Securities on the terms and conditions set forth, and to or among any
of the Transferees identified (or


 


9

















 


Affiliates of Transferees identified), in the Sale
Notice at any time within one hundred twenty (120) days after expiration of the
fifteen (15) day period for giving Tag-Along Notices with respect to such
Transfer. Any such Offered Securities not Transferred by the Selling Vestar
Holder during such 120-day period will again be subject to the provisions of
this Section 3.3(a) upon subsequent Transfer. If one or more Other
Holders give the Selling Vestar Holder a timely Tag-Along Notice, then the
Selling Vestar Holder shall use all reasonable efforts to obtain the agreement
of the prospective Transferee(s) to the participation of the Other Holders
in any contemplated Transfer, on the same terms and conditions as are
applicable to the Offered Securities, and no Selling Vestar Holder shall
transfer any of its units or shares, as the case may be, to any prospective
Transferee if such prospective Transferee(s) declines to allow the
participation of the Other Holders, unless Vestar agrees to purchase the Units
that such Other Holders are entitled to sell and have elected to sell in
connection with such Transfer. If the prospective Transferee(s) is
unwilling or unable to acquire all of the Offered Securities and all of the
Employee Securities, TCW Securities and NYLIM Securities specified in a timely
Tag-Along Notice upon such terms, then the Selling Vestar Holder may elect
either to cancel such proposed Transfer or to allocate the maximum number of
each class of Securities that the prospective Transferees are willing to
purchase (the “Allocable Shares”) among the Selling Vestar Holder and
the Other Holders giving timely Tag-Along Notices as follows (it being
understood that the prospective Transferees shall be required to purchase
Securities of the same class on the same terms and conditions taking into
account the provisions of clause (1) of the first paragraph of this
Section 3.3(a), and to consummate such Transfer on those terms and
conditions):


 


(i)                                     each
participating Securityholder (including the Selling Vestar Holder) shall be
entitled to sell a number of Units or shares of each class of Securities
(taking into account the provisions of clause (1) of the first paragraph
of this Section 3.3(a)) (not to exceed, for any Other Holder, the number
of Units or shares of such class of Securities identified in such Other
Holder’s Tag-Along Notice) equal to the product of (A) the number of Allocable
Shares of such class of Securities and (B) a fraction, the numerator of
which is such Securityholder’s Ownership Percentage of such class of Securities
and the denominator of which is the aggregate Ownership Percentage for all
participating Securityholders of such class of Securities; provided, however,
that if a Securityholder was unable to sell Securities in one or more prior
Transfers effected pursuant to this Section 3.3(a) because of clause
(2) of the first paragraph of this Section 3.3(a) and, as a
result, the aggregate percentage of Securities sold by such Securityholder in
Transfers effected pursuant to this Section 3.3(a) is less than the
aggregate percentage of Securities sold by Vestar in such Transfers, then
additional Allocable Shares shall be allocated to such Securityholder (not to
exceed the number of Securities identified in such Securityholder’s Tag-Along
Notice) in priority over other Securityholders until, after giving effect to
the Transfer proposed to be effected, the aggregate percentage of Securities
sold by Vestar and such Securityholder are equal;


 


(ii)                                  if after
allocating the Allocable Shares of any class of Securities to such
Securityholders in accordance with clause (i) above, there are any
Allocable Shares of such class that remain unallocated, then they shall be
allocated (in one or more successive allocations on the basis of the allocation
method specified in clause (i) above, among the Selling Vestar Holder and
each such Other Holder that has elected in its Tag-


 


10

















 


Along Notice to sell a
greater number of shares of such class of Securities than previously has been
allocated to it pursuant to clause (i) and this clause (ii) (all of
whom (but no others) shall, for purposes of clause (i) above, be deemed to
be the participating Securityholders) until all such Allocable Shares have been
allocated in accordance with this clause (ii).


 


(b)                                 Excluded
Transfers. The rights and restrictions contained in Section 3.3(a) shall
not apply with respect to any of the following Transfers of Securities:


 


(i)                                     any Transfer of
Vestar Securities in a Public Sale;


 


(ii)                                  any Transfer of
Vestar Securities to and among (A) the members or partners of Vestar and
the members, partners, securityholders and employees of such partners or (B) wholly
owned subsidiaries of Vestar or any Person controlled by or under the common
control with Vestar and its affiliated funds (but excluding any portfolio
company of Vestar or its affiliated funds) or (C) any Person controlled by
any Person described above (subject to compliance with Sections 3.4 and 3.5
hereof);


 


(iii)                               any Transfer of
Vestar Securities in accordance with Section 4.1;


 


(iv)                              any Transfer of
Vestar Securities incidental to the exercise, conversion or exchange of such
securities in accordance with their terms or any reclassification or
combination of shares (including any reverse stock split);


 


(v)                                 any Transfer of
Vestar Securities to employees or directors of, or consultants to, any of the
Company and its Subsidiaries;


 


(vi)                              any Transfer
constituting an Exempt Individual Transfer;


 


(vii)                           any Transfer of
Vestar Securities within 30 days after the date of the Original Agreement to
any Person whom Vestar V determines will be an equity co-investor with Vestar
in the Company (any such equity co-investor, a “Selldown Investor” and
all such Securities being referred to as “Selldown Securities”),
provided that Vestar V shall continue to hold at least a majority of Class A
Units of the Company after giving effect to such Transfer unless Dr. Dosoretz
agrees otherwise; and


 


(viii)                        any direct or
indirect Transfer of Vestar Securities by Vestar/RTI to certain lenders (and/or
their Affiliates) who are providing mezzanine financing to RTS and its
Subsidiaries and/or Affiliates in connection with any sale or transfer of
Vestar V’s investment in Vestar/RTS, in whole or in part, to such lenders
(and/or their Affiliates).


 


(c)                                  Excluded
Securities. No Securities that have been transferred by the Selling
Vestar Holder or an Other Holder in a Transfer pursuant to the provisions of
Section 3.3(a) (“Excluded Securities”) shall be subject again
to the restrictions set forth in Section 3.3(a), nor shall any
Securityholder holding Excluded Securities be entitled to exercise any rights
as an Other Holder under Section 3.3(a) with respect to such Excluded
Securities, and no Excluded Securities held by a Selling Vestar Holder or any
Other Holder shall be counted in


 


11

















 


determining the respective participation rights of
such Holders in a Transfer subject to Section 3.3(a).


 


(d)                                 The provisions
of this Section 3.3 shall terminate immediately prior to the consummation
of the initial Public Offering.


 


3.4                                 Securities Act
Compliance. No Securities may be transferred by a Securityholder
(other than pursuant to an effective registration statement under the
Securities Act) unless such Securityholder first delivers to the Company an
opinion of counsel, which opinion and counsel shall be reasonably satisfactory
to the Company, to the effect that such Transfer is not required to be
registered under the Securities Act.


 


3.5                                 Certain
Transferees Bound by Agreement. Subject to compliance with
the other provisions of this Article III and the LLC Agreement, any Securityholder
may Transfer any Securities held by such Securityholder in accordance with
applicable law; provided, however, that if the Transfer is not
made pursuant to a Public Sale or a transaction the consummation of which will
cause the termination of this Agreement pursuant to Article VI, then the
Transferor of such Security shall first deliver to the Company a written
agreement of the proposed Transferee (excluding a Transferee that is a Limited
Partner) to become a Securityholder and to be bound by the terms of this
Agreement (unless such proposed Transferee is already a Securityholder). All
Employee Securities, TCW Securities and NYLIM Securities will continue to be
Employee Securities, TCW Securities and NYLIM Securities, respectively, in the
hands of any Transferee (other than the Company, Vestar, any Transferee in a
Public Sale or any Transferee in a Transfer pursuant to clause (e) of an
Exempt TCW Transfer or an Exempt NYLIM Transfer); provided that any Employee
Securities, TCW Securities or NYLIM Securities Transferred pursuant to an
exercise of tag-along rights as an Other Holder under Section 3.3(a) shall
not be subject to the provisions of Section 3.1 in the hands of the
Transferee or any subsequent Transferee; provided, further, any
TCW Securities or NYLIM Securities transferred pursuant to clause (e) of
an Exempt TCW Transfer or an Exempt NYLIM Transfer, as applicable, shall be
treated similar to the TCW Securities or NYLIM Securities in the hands of the
Transferee. All Vestar Securities will continue to be Vestar Securities in the
hands of any Transferee (other than the Company, the Employees or a Transferee
in a Public Sale).


 


3.6                                 Transfers in
Violation of Agreement. Any Transfer or attempted Transfer of any
Securities in violation of any provision of this Agreement shall be void, and
the Company shall not record such Transfer on its books or treat any purported
transferee of such Securities as the owner of such Securities for any purpose.


 


ARTICLE IV

TAKE-ALONG RIGHTS

ON APPROVED SALE


 


4.1                                 Take-Along
Rights.


 


(a) If Vestar elects to
consummate, or to cause the Company to consummate, a transaction constituting a
Sale of the Company, Vestar shall notify the Company and the other
Securityholders in writing of that election, the other Securityholders will
consent to and raise no


 


12

















 


objections to the proposed transaction, and the
Securityholders and the Company will take all other actions reasonably
necessary or desirable to cause the consummation of such Sale of the Company on
the terms proposed by Vestar. Without limiting the foregoing, (i) if the
proposed Sale of the Company is structured as a sale of assets or a merger or
consolidation, or otherwise requires equityholder approval pursuant to the LLC
Agreement, the Securityholders and the Company will vote or cause to be voted
all Securities that they hold or with respect to which such Securityholder has
the power to direct the voting and which are entitled to vote on such
transaction in favor of such transaction and will waive any appraisal rights
which they may have in connection therewith and (ii) if the proposed Sale
of the Company is structured as or involves a sale or redemption of Securities,
the Securityholders will agree to sell their pro-rata share of the Securities
being sold in such Sale of the Company on the terms and conditions approved by
Vestar, and the Securityholders will execute any merger, asset purchase,
security purchase, recapitalization or other sale agreement approved by Vestar in
connection with such Sale of the Company.


 


(b)                                 The obligations
of the Securityholders with respect to the Sale of the Company are subject to
the satisfaction of the following conditions:


 


(i)                                     upon the
consummation of the Sale of the Company, all of the holders of a particular
class or series of Securities (if any consideration is to be received by such
holders) shall receive the same form and amount of consideration per share,
unit or amount of Securities (for purpose of this Section 4.1, the Common
Units shall be treated as a single class, provided that the proceeds to be
received by the holders thereof shall take into account any differences in
distribution rights with respect to the Class A Units, Class B Units,
Class C Units and other Units constituting Common Units pursuant to
Article IV of the LLC Agreement), or if any holders of a particular class
or series of Securities are given an option as to the form and amount of
consideration to be received, all holders of such class or series will be given
the same option;


 


(ii)                                  if
consideration is to be received by holders of Securities, all holders of rights
(without regard to time vesting, but giving effect to performance vesting that
is contingent upon the return realized in connection with such sale) to acquire
a particular class or series of Securities will be given an opportunity to
either (A) exercise such rights prior to the consummation of the Sale of
the Company and participate in such sale as holders of such Securities or (B) upon
the consummation of the Sale of the Company, receive in exchange for such
rights consideration equal to the amount determined by multiplying (1) the
same amount of consideration per share, unit or amount of Securities received
by the holders of such type and class of Securities in connection with the Sale
of the Company less the exercise price (or limitation on distribution rights,
if any) per share, unit or amount of such rights to acquire such Securities by
(2) the number of shares, units or aggregate amount of Securities represented
by such rights;


 


(iii)                               if
consideration is to be received by holders of Securities, the holders of
Preferred Units or, as the case may be, Preferred Stock, shall receive
consideration in respect of all of the issued and outstanding shares of Preferred
Units or, as the case may be, Preferred Stock equal to the amount of
consideration that such


 


13

















 


holders would have received
if the aggregate consideration for such Sale of the Company had been distributed
by the Company in complete liquidation pursuant to the rights and preferences
set forth in the LLC Agreement as in effect immediately prior to such Sale of
the Company;


 


(iv)                              each
Securityholder shall pay its pro rata share (determined in proportion to net
proceeds received by such Securityholder in connection with such Sale of the
Company) of the expenses incurred in connection with the Sale of the Company;
and


 


(v)                                 liability for
each Securityholder shall be several and not joint with any other Person and
shall be limited to such Securityholder’s pro rata share (determined in
proportion to net proceeds received by such Securityholder in connection with
such Sale of the Company) of a negotiated aggregate indemnification amount or
other obligation (including, without limitation any amount to be held in escrow
in connection with such Sale of the Company) that applies pro rata to all
Securityholders but that in no event exceeds the amount of net proceeds
actually paid to such Securityholder in connection with such Sale of the
Company.


 


(c)                                  Each
Securityholder will bear its or his pro-rata share (based upon the relative
amount of Securities sold) of the reasonable and customary costs of any sale of
Securities pursuant to a Sale of the Company to the extent such costs are
incurred for the benefit of all Securityholders and are not otherwise paid by
the Company or the acquiring party (it being understood that the reasonable and
documented legal fees of one counsel for the holders of Employee Securities up
to a cap as determined by the Company’s management committee prior to the Sale
of the Company shall be deemed costs for the benefit of all Securityholders).
Costs incurred by or on behalf of a Securityholder for its or his sole benefit
will not be considered costs of the transaction hereunder. In the event that
any transaction that Vestar elects to consummate or cause to be consummated
pursuant to this Section 4.1 is not consummated for any
reason, the Company will reimburse Vestar for all actual and reasonable expenses
paid or incurred by Vestar in connection therewith.


 


(d)                                 Notwithstanding
any provision in this Agreement to the contrary, Vestar Capital Partners shall
be entitled to be paid pursuant to the Management Agreement customary and
reasonable fees by the Company and/or its Subsidiaries for any investment
banking services or other services provided by it, including, without
limitation, in connection with a Sale of the Company.


 


(e)                                  In the event of
a sale or exchange by the Securityholders of all or substantially all of the
Securities held by the Securityholders (whether by sale, merger,
recapitalization, reorganization, consolidation, combination or otherwise),
each Securityholder shall receive in exchange for the Securities held by such
Securityholder the same portion of the aggregate consideration from such sale
or exchange that such Securityholder would have received if such aggregate
consideration had been distributed by the Company in complete liquidation
pursuant to the rights and preferences set forth in the LLC Agreement as in
effect immediately prior to such sale or exchange. Each Securityholder shall
take all necessary or


 


14

















 


desirable actions in connection with the
distribution of the aggregate consideration from such sale or exchange as
requested by the Company.


 


(f)                                    Any action by
Vestar contemplated by this Article IV shall be deemed to have been taken
by Vestar if such action is taken by the Vestar Majority Holders.


 


ARTICLE V

REGISTRATION RIGHTS


 


5.1                                 Demand
Registrations.


 


(a)                                  Requests for
Registration. Subject to the provisions of this Article V,
the holders of a majority of Vestar Securities that constitute Registrable
Securities shall have the right (the “Vestar Demand Right”), and the
Executive Holders holding a majority of such holders’ Employee Securities that
constitute Registrable Securities shall have the right (the “Employee Demand
Right” and, together with the Vestar Demand Right, the “Demand
Registration Rights”), in each case, to request registration under the
Securities Act of all or any portion of their Registrable Securities on Form S-1
or any similar long-form registration (“Long- Form Demand
Registration”) or on Form S-3 or any similar short-form registration (“Short-Form Demand
Registration”), if such registration is available to the Company, by
delivering a written notice to the principal business office of the Company,
which notice identifies the Requesting Holders and specifies the number of
Registrable Securities to be included in such registration (the “Registration
Request”). Subject to the restrictions set forth in Section 5.1(d),
the Company will give prompt written notice of such Registration Request (the “Registration
Notice”) to all other holders of Registrable Securities and will thereupon
use its reasonable best efforts to effect the registration (a “Demand
Registration”) under the Securities Act on any form available to the
Company of:


 


(i)                                     Registrable
Securities that the Requesting Holders shall have requested to be included in
such offering pursuant to exercise of their Demand Registration Rights;


 


(ii)                                  Securities that
the Company proposes to offer and sell for its own account;


 


(iii)                               all other
Registrable Securities of the same type and class which the Company has received
a written request to register within 20 days after the Registration Notice is
given pursuant to Section 5.2(a); and


 


(iv)                              any Securities
proposed to be included in such registration by holders of registration rights
granted other than pursuant to this Agreement (“Other Registration
Right”), provided that the Company has complied with Section 5.1(f) hereof.


 


Holders of Securities
requesting Demand Registration pursuant to this Section 5.1 or Incidental
Registration pursuant to Section 5.2 are referred to as “Requesting
Holders”.


 


(b)                                 Preservation of
Demand Registration. A registration undertaken by the Company at the
request of the Requesting Holder will not count as a Demand Registration:


 


15

















 


(i)                                     if, pursuant to
the Vestar Demand Right or the Employee Demand Right, the Requesting Holders
fail to register and sell at least 85% of the Registrable Securities requested
to be included in such registration by them; or


 


(ii)                                  if the
Requesting Holders withdraw a Registration Request (A) upon the
determination of the Board to postpone the filing or effectiveness of a
Registration Statement pursuant to Section 5.1(d) or (B) within ten days of receiving
notice from the Company of its intent to exercise its Priority Right in
connection with such registration.


 


(c)                                  Priority on
Demand Registration. If the sole or managing underwriter of a Demand
Registration advises the Company in writing that in its opinion the number of
Registrable Securities and other securities requested to be included exceeds
the maximum number of Registrable Securities and other securities (the “Underwriter’s
Maximum Number”) which can be sold in such offering without adversely
affecting the distribution of the securities being offered, the price that will
be paid in such offering or the marketability thereof, then the Company shall
be required to include in such registration only such number of securities as
is equal to the Underwriter’s Maximum Number (the “Demand Registration
Cutback”) and the Company and the holders of Registrable Securities shall
participate in such offering in the following order of priority:


 


(i)                                     first, there
shall be included in such registration that number of Registrable Securities
that the Requesting Holders shall have requested to be included in such
offering pursuant to either Section 5.1(a) or Section 5.2(a),
and that does not exceed the Underwriter’s Maximum Number; provided, however,
that holders who request registration pursuant to Section 5.2(a) shall
not be entitled to participate in any such registration if (x) the sole or
managing underwriter (or, in the case of an offering that is not underwritten,
an investment banker) shall determine in good faith that the participation of
such holders would adversely affect the marketability of the Securities being
sold in such registration and (y) Dr. Dosoretz has approved the
exclusion of such holders based upon the determination of the sole or managing
underwriter (or, in the case of an offering that is not underwritten, an investment
banker), which approval shall not be unreasonably withheld;


 


(ii)                                  second, the
Company shall be entitled to include in such registration that number of
Securities that it proposes to offer and sell for its own account to the full
extent of the remaining portion of the Underwriter’s Maximum Number; and


 


(iii)                               third, the
number of Securities that other holders shall have requested to be included in
such registration pursuant to Other Registration Rights, to the full extent of
the remaining portion of the Underwriter’s Maximum Number; provided,  however,
that such other holders shall not be entitled to participate in any such
registration if the sole or managing underwriter (or, in the case of an
offering that is not underwritten, an investment banker) shall determine in
good faith that the participation of other holders would adversely affect the
marketability of the Securities being sold in such registration.


 


16

















 


In the event that a Demand
Registration Cutback results in less than all of the Securities of a particular
category (i.e., Registrable
Securities of the Requesting Holders pursuant to clause (i) above;
Securities of the Company pursuant to clause (ii) above; and Securities of
other holders pursuant to clause (iii) above) that are requested to be
included in such registration actually being included in such registration,
then the number of Securities of such category that shall be included in such
registration shall be allocated pro rata among all of the holders of Securities
of such category that requested Securities to be included in such registration
based on the relative number of shares of securities owned by each such Person.


 


(d)                                 Restrictions on
Demand Registrations. Except as otherwise provided in this Section 5.1(d),
the Company shall be obligated to effect (i) three Long-Form Demand
Registrations and (ii) unlimited Short-Form Demand Registrations to
the extent the Company is a registrant entitled to file a registration
statement on Form S-3 or any successor or similar short-form registration
statement, in each case pursuant to a Vestar Demand Right. The Company shall
not be obligated to effect an Employee Demand Right until after the first
anniversary of the date of the Company’s first Public Offering. Thereafter, the
Company shall be obligated to effect (x) one Long-Form Demand
Registration and (y) one Short-Form Demand Registration per year to
the extent the Company is a registrant entitled to file a registration
statement on Form S-3 or any successor or similar short-form registration
statement, in each case pursuant to an Employee Demand Right. Any Demand
Registration requested must be for a firmly underwritten public offering of
Registrable Securities with an expected value of at least $10 million to be
managed by an underwriter or underwriters of recognized national standing
selected by the Requesting Holders and reasonably acceptable to the Company.
The Company may delay effecting a Demand Registration if after a request is
made, the Company has determined in good faith that the filing of a
registration request would require disclosure of material information which the
Company has a bona fide business purpose for preserving as confidential, the
Company shall not be obligated to effect the registration until the earlier of
(A) the date upon which such material information is disclosed to the
public or is no longer material or (B) 120 days after the Company first
makes such good faith determination.


 


(e)                                  Stock Splits. In connection
with any Demand Registration pursuant to this Section 5.1, each party to
this Agreement will vote, or cause to be voted, all securities of the Company
over which it has the power to vote or direct the voting to effect any stock
split which, in the opinion of the sole or managing underwriter, is necessary
to facilitate the effectiveness of such Demand Registration.


 


(f)                                    Restriction on
Other Registration Rights. Except as provided in this Agreement, the
Company shall not grant to any Persons the right to request the Company to
register any equity securities of the Company, or any securities convertible or
exchangeable into or exercisable for such securities, without the prior written
consent of the holders of at least a majority of the Registrable Securities;
provided that the Company may grant rights to other Persons to participate in
Incidental Registrations so long as such rights are subordinate to the rights
of the holders of Registrable Securities with respect to such Incidental
Registrations.


 


17














 


5.2                                 Incidental
Registration.


 


(a)                                  Requests for
Incidental Registration. At any time the Company proposes to
register any shares of Securities under the Securities Act (other than
registrations on such form(s) solely for registration of Securities in
connection with any employee benefit plan or dividend reinvestment plan or a
merger or consolidation), including registrations pursuant to Section 5.1(a),
whether or not for sale for its own account, the Company will give written
notice to each holder of Registrable Securities at least thirty (30) days prior
to the initial filing of such Registration Statement with the SEC of its intent
to file such registration statement and of such holder’s rights under this
Section 5.2. Upon the written request of any holder of Registrable
Securities made within twenty (20) days after any such notice is given (which
request shall specify the Registrable Securities intended to be disposed of by
such holder), the Company will use its reasonable best efforts to effect the
registration (an “Incidental Registration”) under the Securities Act of
all Registrable Securities which the Company, as the case may be, has been so
requested to register by the holders thereof; provided, however,
that if, at any time after giving written notice of its intention to register
any securities and prior to the effective date of the Registration Statement
filed in connection with such Incidental Registration (each an “Incidental
Registration Statement”), the Company shall determine for any reason not to
register or to delay registration of such securities, the Company may, at its
election, give written notice of such determination to each holder of
Registrable Securities and, thereupon, (i) in the case of a determination
not to register, the Company shall be relieved of its obligation to register
any Registrable Securities under this Section 5.2 in connection with such
registration (but not from its obligation to pay the expenses incurred in
connection therewith), and (ii) in the case of a determination to delay
registration, the Company shall be permitted to delay registering any
Registrable Securities under this Section 5.2 during the period that the
registration of such other securities is delayed.


 


(b)                                 Priority on
Incidental Registration. In connection with any registration not
involving a Demand Registration Cutback, if the sole or managing underwriter of
a registration advises the Company in writing that in its opinion the number of
Registrable Securities and other securities requested to be included exceeds
the number of Registrable Securities and other securities which can be sold in
such offering without adversely affecting the distribution of the securities
being offered, the price that will be paid in such offering or the
marketability thereof, the Company will include in such registration the
Registrable Securities and other securities of the Company in the following
order of priority:


 


(i)                                     first, the
greatest number of Securities of the Company proposed to be included in such
registration by the Company for its own account and by holders of Other
Registration Rights that have priority over the incidental registration rights
granted to holders of Registrable Securities under this Agreement, if any,
which in the opinion of such underwriters can be so sold;


 


(ii)                                  second, after
all Securities that the Company proposes to register for its own account or for
the accounts of holders of Other Registration Rights that have priority over
the incidental registration rights under this Agreement have been included, the
greatest amount of Registrable Securities and Securities having Other
Registration Rights that are pari passu with Registrable Securities, if any, in
each case requested to be registered by the holders thereof which in the
opinion of such underwriters can be sold in such offering without adversely
affecting the distribution of the securities being offered,


 


18

















 


the price that will be paid
in such offering or the marketability thereof, ratably among the holders of
Registrable Securities and Securities subject to such Other Registration rights
that are pari passu based on the respective amounts of Registrable Securities
and securities subject to such Other Registration Rights owned by each such holder;
and


 


(iii)                               third, any
other Securities.


 


(c)                                  Upon delivering
a request under this Section 5.2, a Securityholder (excluding Vestar and
its Affiliates, but including any other Permitted Transferee thereof) will, if
requested by the Company, execute and deliver a custody agreement and power of
attorney in form and substance reasonably satisfactory to the Company and one
of the Vestar Managers with respect to such Securityholder’s Securities to be
registered pursuant to this Section 5.2 (a “Custody Agreement and Power
of Attorney”). The Custody Agreement and Power of Attorney will provide,
among other things, that the Securityholder will deliver to and deposit in
custody with the custodian and attorney-in-fact named therein (who shall be
reasonably satisfactory to at least one of the Vestar Managers) a certificate
or certificates representing such Securities (duly endorsed in blank by the
registered owner or owners thereof or accompanied by duly executed stock powers
in blank) and irrevocably appoint said custodian and attorney-in-fact with full
power and authority to act under the Custody Agreement and Power of Attorney on
such Securityholder’s behalf with respect to the matters specified therein.
Such Securityholder also agrees to execute such other agreements as the Company
may reasonably request to further evidence the provisions of this Section 5.2.


 


5.3                                 Holdback
Agreements.


 


(a)                                  Each holder of
Registrable Securities agrees that if requested in connection with an
underwritten offering made pursuant to a Registration Statement for which such
Securityholder has registration rights pursuant to this Article V by the
managing underwriter or underwriters of such underwritten offering, such holder
will not effect any Public Sale or distribution of any of the securities being
registered or any securities convertible or exchangeable or exercisable for
such securities (except as part of such underwritten offering or pursuant to
any Rule 10b-5 trading plan then in effect), during the period beginning
ten (10) days prior to, and ending (i) with respect to the initial
Public Offering, 180 days after, and (ii) with respect to any underwritten
offering subsequent to the initial Public Offering, 90 days after (or, if
approved by the Vestar Majority Holders, a longer period up to 180 days after),
the closing date of the underwritten offering made pursuant to such
Registration Statement (or for such shorter period as to which the managing
underwriter or underwriters may agree, provided that such shorter period
applies equally to all holders of Registrable Securities).


 


(b)                                 The Company
agrees (i) not to effect any public sale or distribution of its equity
securities, or any securities convertible into or exchangeable or exercisable
for such securities, during the seven days prior to and during (x) with
respect to the initial Public Offering, the 180-day period, and (ii) with
respect to any underwritten offering subsequent to the initial Public Offering,
the 90-day period (or, if approved by the Vestar Majority Holders, a longer period
up to 180 days), in each case beginning on the effective date of any
underwritten Demand Registration (or for such shorter period as to which the
managing underwriter or underwriters may agree), except as part of such Demand
Registration or in connection with any


 


19

















 


employee benefit or similar plan, any dividend
reinvestment plan, or a business acquisition or combination and (ii) to
use all reasonable efforts to cause each holder of at least 5% (on a fully-
diluted basis) of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, which are or may be purchased
from the Company at any time after the date of this Agreement (other than in a
registered offering) to agree not to effect any sale or distribution of any
such securities during such period (except as part of such underwritten
offering, if otherwise permitted).


 


5.4                                 Registration
Procedures. In connection with the registration of any Registrable
Securities or a sale of securities pursuant to an effective shelf registration
statement, as applicable, the Company shall effect such registrations or sales
to permit the sale of such Registrable Securities in accordance with the
intended method or methods of disposition thereof, and pursuant thereto the
Company shall as expeditiously as possible:


 


(a)                                  Prepare and
file with the SEC a Registration Statement or Registration Statements on a form
available for the sale of the Registrable Securities by the holders thereof in
accordance with the intended method of distribution thereof, and use its
reasonable best efforts to cause each such Registration Statement to become
effective;


 


(b)                                 Prepare and
file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
continuously effective for a period ending on the earlier of (i) ninety
(90) days from the effective date and (ii) such time as all of such
securities have been disposed of in accordance with the intended method of
disposition thereof; cause the related prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities
Act; and comply with the provisions of the Securities Act, the Exchange Act and
the rules and regulations of the SEC promulgated thereunder applicable to
it with respect to the disposition of all securities covered by such
Registration Statement as so amended or in such prospectus as so supplemented.


 


(c)                                  Notify the
selling holders of Registrable Securities promptly (but in any event within two
business days), and confirm such notice in writing, (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and,
with respect to a Registration Statement or any post-effective amendment, when
the same has become effective, (ii) of the issuance by the SEC of any stop
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus, (iii) if
at any time when a prospectus is required by the Securities Act to be delivered
in connection with sales of Registrable Securities the Company becomes aware
that the representations and warranties of the Company contained in any
agreement (including any underwriting agreement) contemplated by Section 5.4(h) below
cease to be true and correct in all material respects, (iv) of the receipt
by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or
any of the Registrable Securities for offer or sale in any jurisdiction or (v) if
the Company becomes aware of the happening of any event that makes any
statement made in such Registration Statement or related prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in such
Registration Statement, prospectus or documents so that, in the case of such
Registration Statement, it will not contain any untrue


 


20

















 


statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.


 


(d)                                 Use its
reasonable best efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or
suspending the use of a prospectus or suspending the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, and, if any such order is issued, to obtain the withdrawal of
any such order at the earliest possible moment.


 


(e)                                  Deliver to each
selling holder of Registrable Securities and the underwriters, if any, without
charge, as many copies of the prospectus or prospectuses (including each form
of prospectus) and each amendment or supplement thereto as such Persons may
reasonably request; and the Company hereby consents to the use of such
prospectus and each amendment or supplement thereto by each of the selling
holders of Registrable Securities and the underwriters or agents, if any, in
connection with the offering and sale of the Registrable Securities covered by
such prospectus and any amendment or supplement thereto.


 


(f)                                    Prior to any
public offering of Registrable Securities, to use its reasonable best efforts
to register or qualify, and cooperate with the selling holders of Registrable
Securities, the underwriters, if any, the sales agents and their respective
counsel in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer
and sale under the securities or “blue sky” laws of such jurisdictions within
the United States as any selling holder or the managing underwriters reasonably
request in writing; provided, however, that the Company will not be required to
(i) qualify generally to do business in any jurisdiction where it is not then
so qualified or (ii) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject.


 


(g)                                 Upon the occurrence
of any event contemplated by Section 5.4(c)(v) above, as promptly as
practicable prepare a supplement or post-effective amendment to the
Registration Statement or a supplement to the related prospectus or any
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, such prospectus
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.


 


(h)                                 Enter into an
underwriting agreement in form, scope and substance as is customary in
underwritten offerings and take all such other actions as are reasonably
requested by the managing or sole underwriter in order to expedite or
facilitate the registration or the disposition of such Registrable Securities,
and in such connection, (i) make such representations and warranties to
the underwriters, with respect to the business of the Company and its
subsidiaries, and the Registration Statement, prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case,
in form, substance and scope as are


 


21

















 


customarily made by issuers to underwriters in
underwritten offerings, and confirm the same if and when requested; (ii) obtain
opinions of counsel to the Company and updates thereof (which counsel and
opinions (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriters), addressed to the underwriters covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by underwriters; (iii) obtain
“cold comfort” letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent certified
public accountants of any Subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
underwritten offerings; and (iv) if an underwriting agreement is entered
into, the same shall contain indemnification provisions and procedures no less
favorable to the holders of Registrable Securities than those set forth in
Section 5.7 hereof (or such other provisions and procedures acceptable to
holders of a majority of the Registrable Securities covered by such Registration
Statement and the managing underwriters or agents) with respect to all parties
to be indemnified pursuant to said Section. The above shall be done at each
closing under such underwriting agreement, or as and to the extent required
thereunder.


 


(i)                                     Comply with all
applicable rules and regulations of the SEC and make generally available
to its Securityholders earnings statements satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than forty-five (45) days after the end of
any 12-month period (or ninety (90) days after the end of any 12-month period
if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Securities are sold to underwriters in a firm
commitment or reasonable best efforts underwritten offering and (ii) if
not sold to underwriters in such an offering, commencing on the first day of
the first fiscal quarter of the Company after the effectiveness of a
Registration Statement, which statements shall cover said 12-month periods.


 


(j)                                     (i) Use
its reasonable best efforts to cause all such Registrable Securities covered by
such registration statement to be listed on the principal securities exchange
on which Common Stock is then listed (if any), if the listing of such
Registrable Securities is then permitted under the rules of such exchange,
or (ii) if no Common Stock is then so listed, use its reasonable best
efforts to cause all such Registrable Securities to be listed on a national
securities exchange and, without limiting the generality of the foregoing, to
arrange for at least two market makers to register as such with respect to such
shares with the National Association of Securities Dealers, Inc. (“NASD”).


 


The Company may require each
holder of Registrable Securities as to which any registration is being effected
to furnish to the Company such information regarding such holder and the
distribution of such Registrable Securities as the Company may, from time to
time, reasonably request in writing and the Company shall be entitled to rely
on such information provided; provided that such information shall be used only
in connection with such registration. The Company may exclude from such registration
the Registrable Securities of any holder who unreasonably fails to furnish such
information promptly after receiving such request. Each holder agrees that,
upon receipt of any notice from the Company of the happening of any event


 


22

















 


of the kind described in Section 5.4(c)(ii),
5.4(c)(iv) or 5.4(c)(v), such holder will forthwith discontinue
disposition of such Registrable Securities covered by such Registration
Statement or prospectus until such holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 5.4, or until
it is advised in writing by the Company that the use of the applicable
prospectus may be resumed, and has received copies of any amendments or
supplements thereto.


 


5.5                                 Shelf
Registration. Subject to the provisions set forth in Section 5.4,
if the holders of a majority of Vestar Securities that constitute Registrable
Securities so specify, or if the Executive Holders holding a majority of such
holders’ Employee Securities that constitute Registrable Securities so specify,
in the Registration Notice that they desire the Company to undertake a shelf
registration of some or all of such Registrable Securities, then the Company
shall file with the SEC a registration statement under the Securities Act on
the appropriate form pursuant to Rule 415 under the Securities Act (the “Required
Registration”). The Company shall use its reasonable best efforts to cause
the Required Registration to be declared effective under the Securities Act as
soon as practical after filing, and once effective, the Company shall cause
such Required Registration to remain effective for a period ending on the
earlier of (i) the second anniversary of the effectiveness thereof, (ii) the
date on which all Registrable Securities have been sold pursuant to the
Required Registration and (iii) the date as of which there are no longer
any Registrable Securities in existence.


 


5.6                                 Registration
Expenses. Subject to Section 5.1(b)(i), all fees and
expenses incident to the performance of or compliance with this Agreement by
the Company shall be borne by the Company, whether or not any Registration
Statement is filed or becomes effective, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with the NASD in connection with an underwritten
offering and (B) fees and
expenses of compliance with state securities or “blue sky” laws), (ii) reasonable
messenger, telephone and delivery expenses, (iii) fees and disbursements
of counsel for the Company, (iv) fees and disbursements of all independent
certified public accountants referred to in Section 5.4(h), (v) underwriters’
fees and expenses (excluding discounts, commissions, or fees of underwriters,
selling brokers, dealer managers or similar securities industry professionals
relating to the distribution of the Registrable Securities), (vi) Securities
Act liability insurance, if the Company so desires such insurance, (vii) internal
expenses of the Company, (viii) the expense of any annual audit, (ix) the
fees and expenses incurred in connection with the listing of the securities to
be registered on any securities exchange, and (x) the fees and expenses of
any Person, including special experts, retained by the Company. In connection
with any Demand Registration or Incidental Registration hereunder, the Company
shall reimburse the holders of the Registrable Securities being registered in
such registration for the reasonable fees and disbursements of not more than
one counsel (together with appropriate local counsel) chosen by the Requesting
Holders, if pursuant to a Demand Registration, or the Company, in all other
cases, and other reasonable out-of-pocket expenses of the holders of
Registrable Securities incurred in connection with the registration of the
Registrable Securities.


 


23

















 


5.7                              Indemnification;
Contribution.


 


(a)                                  Indemnification
by the Company. The Company shall, without limitation as to time,
indemnify and hold harmless, to the full extent permitted by law, each holder
of Registrable Securities, the officers, directors, agents and employees of
each of them, each Person who controls each such holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act),
the officers, directors, agents and employees of each such controlling person
and any financial or investment adviser (each, an “Indemnified Party”),
to the fullest extent lawful, from and against any and all losses, claims,
damages, liabilities, actions or proceedings (whether commenced or threatened)
reasonable costs (including, without limitation, reasonable costs of
preparation and reasonable attorneys’ fees) and reasonable expenses (including
reasonable expenses of investigation) (collectively, “Losses”), as
incurred, arising out of or based upon (i) any untrue or alleged untrue
statement of a material fact contained in any Registration Statement,
prospectus or form of prospectus or in any amendment or supplements thereto or
in any preliminary prospectus, or arising out of or based upon any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except to the extent that the
same arise out of or are based upon information furnished in writing to the
Company by such Indemnified Party or the related holder of Registrable
Securities expressly for use therein or (ii) any violation by the Company
of any federal, state or common law rule or regulation applicable to the
Company and relating to action required of or inaction by the Company in
connection with any such registration; provided, however, that the Company
shall not be liable to any Person who participates as an underwriter in the
offering or sale of Registrable Securities or any other Person, if any, who
controls such underwriters within the meaning of the Securities Act to the
extent that any such Losses arise out of or are based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in any
preliminary prospectus if (i) such Person failed to send or deliver a copy
of the prospectus with or prior to the delivery of written confirmation of the
sale by such Person to the Person asserting the claim from which such Losses
arise, (ii) the prospectus would have corrected such untrue statement or
alleged untrue statement or such omission or alleged omission, and (iii) the
Company has complied with its obligations under Section 5.4(c). Each
indemnity and reimbursement of costs and expenses shall remain in full force
and effect regardless of any investigation made by or on behalf of such
indemnified party.


 


(b)                                 Indemnification
by Holders. In connection with any Registration Statement in
which a holder of Registrable Securities is participating, such holder, or an
authorized officer of such holder, shall furnish to the Company in writing such
information as the Company reasonably requests for use in connection with any
Registration Statement or prospectus and agrees, severally and not jointly, to
indemnify, to the full extent permitted by law, the Company, its directors,
officers, agents and employees, each Person who controls the Company (within
the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, agents or employees of such
controlling persons, from and against all Losses arising out of or based upon
any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, prospectus, or form of prospectus, or arising out of or
based upon any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, to
the extent, but only to the extent, that such untrue or alleged untrue
statement is contained in, or such omission or alleged omission is required to
be contained in, any information so furnished in writing by such holder to the
Company expressly for use in such Registration Statement or prospectus and that
such statement or omission was relied upon by the Company in preparation of
such Registration


 


24

















 


Statement, prospectus or form of prospectus;
provided, however, that such holder of Registrable Securities shall not be
liable in any such case to the extent that the holder has furnished in writing
to the Company within a reasonable period of time prior to the filing of any
such Registration Statement or prospectus or amendment or supplement thereto
information expressly for use in such Registration Statement or prospectus or
any amendment or supplement thereto which corrected or made not misleading,
information previously furnished to the Company, and the Company failed to include
such information therein. In no event shall the liability of any selling holder
of Registrable Securities hereunder be greater in amount than the dollar amount
of the proceeds (net of payment of all expenses) received by such holder upon
the sale of the Registrable Securities giving rise to such indemnification
obligation. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of such indemnified party.


 


(c)                                  Conduct of
Indemnification Proceedings. If any Person shall be
entitled to indemnity hereunder (an “indemnified party”), such
indemnified party shall give prompt notice to the party or parties from which
such indemnity is sought (the “indemnifying parties”) of the
commencement of any action, suit, proceeding or investigation or written threat
thereof (a “Proceeding”) with respect to which such indemnified party
seeks indemnification or contribution pursuant hereto; provided, however, that
the failure to so notify the indemnifying parties shall not relieve the
indemnifying parties from any obligation or liability except to the extent that
the indemnifying parties have been prejudiced by such failure. The indemnifying
parties shall have the right, exercisable by giving written notice to an
indemnified party promptly after the receipt of written notice from such
indemnified party of such Proceeding, to assume, at the indemnifying parties’
expense, the defense of any such Proceeding, with counsel reasonably
satisfactory to such indemnified party; provided, however, that
an indemnified party or parties (if more than one such indemnified party is
named in any Proceeding) shall have the right to employ separate counsel in any
such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party or
parties unless: (i) the indemnifying parties agree to pay such fees and
expenses; (ii) the indemnifying parties fail promptly to assume the
defense of such Proceeding or fail to employ counsel reasonably satisfactory to
such indemnified party or parties; or (iii) the named parties to any such
Proceeding (including any impleaded parties) include both such indemnified
party or parties and the indemnifying parties or an affiliate of the indemnifying
parties or such indemnified parties, and there may be one or more defenses
available to such indemnified party or parties that are different from or
additional to those available to the indemnifying parties, in which case, if
such indemnified party or parties notifies the indemnifying parties in writing
that it elects to employ separate counsel at the expense of the indemnifying
parties, the indemnifying parties shall not have the right to assume the
defense thereof and such counsel shall be at the expense of the indemnifying
parties, it being understood, however, that, unless there exists a conflict
among indemnified parties, the indemnifying parties shall not, in connection
with any one such Proceeding or separate but substantially similar or related
Proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such indemnified party or parties. Whether or not such defense is
assumed by the indemnifying parties, such indemnifying parties or indemnified
party or parties will not be subject to any liability for any settlement made
without its or their consent (but such consent will not be unreasonably
withheld). The indemnifying parties shall not consent to entry of any


 


25

















 


judgment or enter into any settlement which (i) provides
for other than monetary damages without the consent of the indemnified party or
parties (which consent shall not be unreasonably withheld or delayed) or (ii) does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party or parties of a release, in form and
substance satisfactory to the indemnified party or parties, from all liability
in respect of such Proceeding for which such indemnified party would be
entitled to indemnification hereunder.


 


(d)                                 Contribution. If the
indemnification provided for in this Section 5.7 is unavailable to an
indemnified party or is insufficient to hold such indemnified party harmless
for any Losses in respect of which this Section 5.6 would otherwise apply
by its terms, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, shall have an obligation to contribute to the amount
paid or payable by such indemnified party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and such indemnified party, on the other hand, in
connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of such indemnifying party, on the one hand, and indemnified party, on
the other hand, shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been taken by, or relates to information supplied by, such
indemnifying party or indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent any such
action, statement or omission. The amount paid or payable by a party as a
result of any Losses shall be deemed to include any legal or other fees or
expenses incurred by such party in connection with any Proceeding, to the
extent such party would have been indemnified for such expenses if the
indemnification provided for in Section 5.7(a) or 5.7(b) was
available to such party. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5.7(d) were
determined by pro-rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in this
Section 5.7(d). Notwithstanding the provisions of this Section 5.7(d),
an indemnifying party that is a selling holder of Registrable Securities shall
not be required to contribute any amount in excess of the amount by which the
net proceeds received by such indemnifying party exceeds the amount of any
damages that such indemnifying party has otherwise been required to pay by
reasons of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation.


 


5.8                                 Rules 144
and 144A. At all times after the Company effects its initial
Public Offering, the Company shall file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and
regulations promulgated thereunder (or, if the Company is not required to file
such reports, it will, upon the request of any holder of Registrable
Securities, make publicly available other information so long as such
information is necessary to permit sales under Rule 144A), and will take
such further action as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 and Rule 144A.
Upon the request of any holder of Registrable Securities, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.


 


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5.9                                 Underwritten
Registrations. No holder of Registrable Securities may participate
in any underwritten registration hereunder unless such holder (a) agrees
to sell such holder’s Registrable Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.


 


5.10                           No Inconsistent
Agreements. The Company has not and will not, enter into any
agreement with respect to the Company’s securities that is inconsistent with
the rights granted to the holders of Registrable Securities in this Article V
or otherwise conflicts with the provisions hereof.


 


ARTICLE VI

VENTURE CAPITAL OPERATING COMPANY


 


6.1                                 VCOC
Securityholders.


 


(a)                                  Each of Vestar
V, Vestar V-A and Vestar/RTI is intended to qualify as a “venture capital
operating company” as defined in the Plan Asset Regulations (each, a “VCOC
Securityholder”). For so long as the VCOC Securityholder, directly or through
one or more conduit Subsidiaries, continues to hold any Units (or other
securities of the Company into which such Units may be converted or for which
such Units may be exchanged), without limitation or prejudice of any the rights
provided to the Securityholders hereunder, the Company shall, with respect to
each such VCOC Securityholder:


 


(i)                                     Provide each
VCOC Securityholder or its designated representative with:


 


(A)                              the right to
visit and inspect any of the offices and properties of the Company and its
Subsidiaries and inspect and copy the books and records of the Company and its
Subsidiaries, as the VCOC Securityholder shall reasonably request;


 


(B)                                as soon as
available and in any event within 45 days after the end of each of the first
three quarters of each fiscal year of the Company, consolidated balance sheets
of the Company and its Subsidiaries as of the end of such period, and
consolidated statements of income and cash flows of the Company and its
Subsidiaries for the period then ended prepared in conformity with generally
accepted accounting principles in the United States applied on a consistent
basis, except as otherwise noted therein, and subject to the absence of
footnotes and to year-end adjustments;


 


(C)                                as soon as
available and in any event within 90 days after the end of each fiscal year of
the Company, a consolidated balance sheet of the Company and its Subsidiaries
as of the end of such year, and consolidated statements of income and cash
flows of the Company and its Subsidiaries for the year then ended prepared in
conformity with generally accepted accounting principles in the United States
applied on a consistent basis, except as otherwise


 


27














 


noted therein, together with an auditor’s report
thereon of a firm of established national reputation;


 


(D)                                    to the extent
the Company or any of its Subsidiaries is required by law or pursuant to the
terms of any outstanding indebtedness of the Company or such Subsidiary to
prepare such reports, any annual reports, quarterly reports and other periodic
reports pursuant to Section 13 or 15(d) of the Exchange Act, actually
prepared by the Company or such Subsidiary as soon as available; and


 


(E)                                     copies of all materials
provided to the Board, and if requested, copies of all materials provided to
the board of directors (or similar organization body) of the Company’s
Subsidiaries, provided, that the Company shall be entitled to exclude portions
of such materials to the extent providing such portions would be reasonably
likely to result in the waiver of attorney-client privilege.


 


(ii)                                  Make
appropriate directors and officers of the Company, and its subsidiaries,
available periodically and at such times as reasonably requested by the VCOC
Securityholder for consultation with the VCOC Securityholder or its designated
representative with respect to matters relating to the business and affairs of
the Company and its Subsidiaries, including significant changes in management
personnel and compensation of employees, introduction of new products or new
lines of business, important acquisitions or dispositions of plants and
equipment, significant research and development programs, the purchasing or
selling of important trademarks, licenses or concessions or the proposed
commencement or compromise of significant litigation;


 


(iii)                               Give the VCOC
Securityholder the right to designate one non-voting board observer who will be
entitled to attend all meetings of the Company’s Board, participate in all
deliberations of the Board and receive copies of all materials provided to the
Board, provided that such observer shall have no voting rights with respect to
actions taken or elected not to be taken by the Board, and provided, further, that
the Company shall be entitled to exclude such observer from such portions of a
board meeting to the extent such observer’s presence would be reasonably likely
to result in the waiver of attorney-client privilege;


 


(iv)                              To the extent
consistent with applicable law (and with respect to events which require public
disclosure, only following the Company’s public disclosure thereof through
applicable securities law filings or otherwise), inform the VCOC Securityholder
or its designated representative in advance with respect to any significant
corporate actions, including extraordinary dividends, mergers, acquisitions or
dispositions of assets, issuances of significant amounts of debt or equity and
material amendments to the organizational documents of the Company, and to
provide the VCOC Securityholder or its designated representative with the right
to consult with the Company with respect to such actions; and


 


28

















 


(v)                            Provide the
VCOC Securityholder or its designated representative with such other rights of
consultation which the VCOC Securityholder’s counsel may determine to be
reasonably necessary under applicable legal authorities promulgated after the
date hereof to qualify its investment in the Company as a “venture capital
investment” for purposes of the Plan Assets Regulation.


 


(b)                                 The Company
agrees to consider, in good faith, the recommendations of each VCOC
Securityholder or its designated representative in connection with the matters
on which it is consulted as described above, recognizing that the ultimate
discretion with respect to all such matters shall be retained by the Company.


 


(c)                                  In the event
that the Company ceases to qualify as an “operating company” (within the
meaning of the first sentence of 29 C.F.R. Section 2510.3-101(c)(1) of
the Plan Asset Regulations), then the Company and each Securityholder will
cooperate in good faith to take all reasonable action necessary to provide that
the investment (or at least 51% of the investment valued at cost) of each VCOC
Securityholder shall continue to qualify as a “venture capital investment” (as
defined in the Plan Asset Regulations).


 


ARTICLE VII

AMENDMENT AND TERMINATION


 


7.1                                    Amendment and
Waiver. Except as otherwise provided herein, no modification, amendment or
waiver of any provision of this Agreement shall be effective against the
Company or the Securityholders unless such modification, amendment or waiver is
approved in writing by each of the Company and Vestar Majority Holders;
provided that no such modification, amendment or waiver may change the rights
or obligations hereunder of holders of Employee Securities, TCW Securities or
NYLIM Securities in a manner that is material and adverse unless approved in
writing by the Employee Majority Holders, the TCW Majority Holders or the NYLIM
Majority Holders, respectively. The failure of any party to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of such party thereafter to enforce
each and every provision of this Agreement in accordance with its terms.


 


7.2                                    Termination of
Agreement. This Agreement will terminate in respect of all
Securityholders (a) with the written consent of the Company, the Vestar
Majority Holders, the Employee Majority Holders, the TCW Majority Holders and
the NYLIM Majority Holders, (b) upon the dissolution, liquidation or
winding-up of the Company or (c) upon the consummation of a transaction,
whether in a single transaction or in a series of related transactions that are
consummated contemporaneously (or consummated pursuant to contemporaneous
agreements), with any other Person or Persons on an arms-length basis, pursuant
to which such party or parties acquire (whether by merger, stock purchase,
recapitalization, reorganization, redemption, issuance of capital stock or
otherwise) more than 50% of the Class A Units or voting securities of the
Company. The termination of this Agreement will not affect any indemnification
or contribution obligations under Section 5.6, which shall survive such
termination.


 


29

















 


7.3                                    Termination as
to a Party. Any Person who ceases to hold any Securities shall
cease to be a Securityholder and shall have no further rights or obligations
under this Agreement (except with respect to any indemnification and
contribution obligations under Section 5.6, which shall survive).


 


7.4                                    Issuer of
Registrable Securities. Prior to distributing to the holders of Units
all or substantially all of the securities of any direct or indirect Subsidiary
of the Company, the Company shall cause such Subsidiary to execute and deliver
a Stockholders Agreement complying with this Section 7.4 (the “Stockholders
Agreement”), and each Person, other than the Company, that is a party to
this Agreement shall execute and deliver the Stockholders Agreement. The
Stockholders Agreement shall be substantially identical to this Agreement,
including the provisions that are applicable to an issuer of Registrable
Securities hereunder, except that it shall be revised so that such issuer
replaces the Company hereunder with respect to provisions that are applicable
to the Company hereunder, and such other revisions shall be made as are
necessary or desirable to reflect the fact that the issuer is a corporation
rather than a limited liability company. In addition, if the issuer has
consummated its initial Public Offering, then any provision of this Agreement
that, pursuant to the terms of this Agreement, terminates upon a initial Public
Offering shall be excluded from the Stockholders Agreement, and, in any event,
this Section 7.4 shall not be included in the Stockholders
Agreement.


 


ARTICLE VIII

PARTICIPATION RIGHTS


 


8.1                                    Participation
Right. In the event the Company proposes to sell or issue New Units (as
defined in Section 8.2 hereof) in one transaction or a series of related
transactions, each holder of Class A Units (a “Class A Holder”)
shall have the right (the “Participation Right”) to irrevocably
subscribe for a pro rata portion of the New Units to be offered in such
proposed sale. A Class A Holder’s pro rata portion of the New Units for
purposes of this Section 8.1 is (x) the aggregate number of New Units
multiplied by (y) the number of outstanding Class A Units such Class A
Holder then owns divided by (z) the total number of Class A Units
then outstanding. To the extent any New Units subject to Participation Rights
shall remain unsubscribed for after exercise by the Class A Holders of
their participation right pursuant to this Section 8.1, Vestar shall have
the right to purchase such remaining New Units, provided that no Participation
Right shall arise as a result of such purchase by Vestar. If any New Units
subject to Participation Rights shall remain unsubscribed for after the Class A
Holders and Vestar have exercised their respective rights pursuant to this
Section 8.1(a), the Company shall have one hundred eighty (180) days
thereafter to sell such remaining New Units, at a price and upon terms no more
favorable to the purchasers thereof than specified in the Company’s notice
given pursuant to Section 8.3.


 


8.2                                    Definition of
New Units. “New Units” shall mean any (i) Units,
or (ii) any warrants, rights, calls, options or other securities
exchangeable for or exercisable or convertible into units or any other security
entitled to participate in the Company’s profits, in each case to be issued by
the Company to any Person; provided, that New Units shall not include any type
of security distributed to Securityholders as a dividend or distribution in
accordance with Section 4.1 of the LLC Agreement.


 


30

















 


8.3                                    Notice from the
Company. In the event the Company proposes to undertake an issuance of New
Units, the Company shall give each Class A Holder written notice of such
proposal (the “Sale Participation Notice”), describing the type of New
Units and the price and the terms and conditions upon which the Company
proposes to issue the same, and setting forth the pro rata portion of the New
Units that such Class A Holder is entitled to purchase pursuant to its
Participation Right. For a period of twenty (20) business days following the
receipt of such notice from the Company, the Company shall be deemed to have
irrevocably offered to sell to each Class A Holder such number of New
Units as set forth above for the price and upon the terms specified in the
notice. Each Class A Holder may irrevocably exercise its Participation
Right hereunder by giving written notice to the Company and stating therein the
quantity of New Units to be purchased within twenty (20) business days
following the receipt of the Sale Participation Notice from the Company.


 


8.4                                    Closing. The closing
of any such issuance or sale to a Class A Holder shall take place as
proposed by the Company with respect to the New Units to be issued or sold no
earlier than twenty (20) days after the Company receives notice of the exercise
of the Participation Right but no later than sixty (60) days after the issuance
of the New Units with respect to which such Participation Right was exercised,
at which closing the Company shall deliver certificates for the New Units (if
the Units are evidenced by certificates) in the name of such Class A
Holder against receipt of the consideration therefor. If the consideration for
the New Units is other than cash, the Class A Holder shall be entitled to
deliver cash in lieu thereof in an amount equal to the Fair Market Value of
such non-cash consideration.


 


8.5                                    Compliance. Nothing in
this Section 8 shall be deemed to prevent any Person from purchasing any
New Units without the Company first complying with the provisions of Section 8.1;
provided that in connection with such purchase (a) the Company gives
prompt notice of such purchase to each Class A Holder, but in any event
within thirty (30) days after such purchase, which notice shall describe in
reasonable detail the New Units being issued and the purchase price thereof,
and (b) the purchasers in such issuance (the “Purchasers”) and the
Company take all steps reasonably necessary to enable each Class A Holder
to effectively exercise its Participation Right with respect to the purchase of
a pro rata share of the New Units issued to the Purchasers after such purchase
by the Purchasers on the terms specified in this Section 8 within sixty
(60) days thereafter.


 


8.6                               Exempted Issuances. The
provisions of Sections 8.1 through Section 8.5 above shall not apply to
the following issuances of Securities:


 


(a)                                      any Securities
issued in connection with the exercise, conversion or exchange of any
Securities of the Company that were not issued in violation of this Section 8,
any subdivision of Securities (including any dividend or split), any
combination of Securities (including any reverse split) or any recapitalization,
reorganization or reclassification of the Company.


 


(b)                                      any Securities
issued to employees, officers, directors, consultants and other service
providers of or to the Company or any of its Subsidiaries (other than Vestar or
any of its Affiliates) in exchange for services pursuant to any agreement or
arrangement approved by the Board;


 


31

















 


(c)                                       any securities
issued to third party lenders as “equity kickers” in connection with what is
primarily a loan transaction pursuant to any agreement or arrangement approved
by the Board; and


 


(d)                                      any securities
issued to the sellers or a comparable party in connection with an acquisition,
including by merger or consolidation, of any business, entity, asset or group
of related assets.


 


8.7                                    Termination of
this Section Upon a Public Offering. The provisions of this
Section 8 shall terminate immediately prior to the consummation of a
Public Offering.


 


ARTICLE IX

MISCELLANEOUS


 


9.1                                    Certain Defined
Terms. As used in this Agreement, the following terms shall have the
meanings set forth or as referenced below:


 


“Affiliate” of any particular Person means
any other Person Controlling, Controlled by or under common Control with such
particular Person or, in the case of a natural Person, any other member of such
Person’s Family Group.


 


“Acquisition” has the meaning given such term
in the Recitals.


 


“Agreement” has the meaning set forth in the
preface.


 


“Allocable Shares” has the meaning set forth
in the second paragraph of Section 3.3(a).


 


“Board” has the meaning given to such term in
Section 2.1(a).


 


“Class A Holder” has the meaning set
forth in Section 8.1.


 


“Class A Units” has the meaning set
forth in the LLC Agreement.


 


“Closing Date” means the closing date of the
transactions contemplated by the Purchase Agreement.


 


“Common Stock” means, collectively, (i) following
the conversion of the Company into a corporation or the Company being merged
into, or otherwise succeeded by, a corporation, the common stock of the
Company, (ii) following the distribution to Securityholders of common
stock of a then corporate subsidiary of the Company, the common stock of such
subsidiary, and (iii) any other class or series of authorized capital
stock of the Company or any subsidiary, the Common Stock of which has been
distributed to Securityholders, which is not limited to a fixed sum or
percentage of par or stated value in respect to the rights of the holders
thereof to participate in dividends or in the distribution of assets upon any
liquidation, dissolution or winding up of the Company or any such subsidiary.


 


32

















 


“Common Stock Equivalents” means (without
duplication with any Class A Units, Common Stock or other Common Stock
Equivalents) rights, warrants, options, convertible securities, or exchangeable
securities or indebtedness, or other rights, exercisable for or convertible or
exchangeable into, directly or indirectly, Class A Units, Common Stock or
securities exercisable for or convertible or exchangeable into Class A
Units or Common Stock, as the case may be, whether at the time of issuance or
upon the passage of time or the occurrence of some future event.


 


“Common Units” means, collectively, Class A
Units, Class B Units, Class C Units and any other class of Units
issued by the Company as determined by the Board.


 


“Company” has the meaning set forth in the
preface.


 


“Control” (including, with correlative
meaning, all conjugations thereof) means with respect to any Person, the
ability of another Person to control or direct the actions or policies of such
first Person, whether by ownership of voting securities, by contract or
otherwise.


 


“Core Business” means the business of
providing radiation therapy services (both technical and professional) through
the establishment, development, operation and management of radiation treatment
centers.


 


“Demand Registration” has the meaning given
to such term in Section 5.1(a).


 


“Demand Registration Cutback” has the meaning
given to such term in Section 5.1(c).


 


“Demand Registration Right” has the meaning
given to such term in Section 5.1(a).


 


“Dosoretz Rollover Subscription Agreement”
means the Management Stock Contribution and Unit Subscription Agreement by and
between Radiation Therapy Investments, LLC and Dr. Dosoretz, dated as of
the Closing Date.


 


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


 


33

















 


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


 


“Employee” has the meaning give to such term
in the preface.


 


“Employee Demand Right” has the meaning
giving to such term in Section 5.1(a).


 


“Employee Majority Holders” means the Person
or Persons having beneficial ownership of a majority of the Class A Units
or, as the case may be, Common Stock constituting Employee Securities.


 


“Employee Preferred Units” means any
Preferred Units held by any Employee or such Employee’s permitted assigns.


 


“Employee Securities” means (a) Units
acquired by the Employees on or after the date of the Original Agreement under
the Management Subscription Agreements, (b) any Securities, Common Stock
or Common Stock Equivalents hereafter acquired by any holder of Employee
Securities, and (c) any securities issued with respect to the securities
referred to in clauses (a) or (b) above by way of a payment-in-kind,
stock dividend or stock split or in connection with a combination of shares,
exchange, conversion, recapitalization, merger, consolidation or other
reorganization, or otherwise.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder.


 


“Excluded Securities” has the meaning set
forth in Section 3.3(c).


 


“Executive Holders” means each of the
individuals listed on Exhibit B attached hereto, their replacements
and any other Securityholder who is added to Exhibit B by Board
with the consent of the Majority Executives.


 


“Exempt Employee Transfer” means a Transfer
of Employee Securities (a) pursuant to an exercise of tag-along rights as
an Other Holder under Section 3.3, (b) pursuant to a Sale of the
Company under Section 4.1, (c) to the Company pursuant to a call option
or put option (if any) under any Management Subscription Agreement or
otherwise, (d) pursuant to an exercise of registration rights pursuant to
Article V, (e) upon the death of the holder pursuant to the
applicable laws of descent and distribution, (f) solely to or among such
Employee’s Family


 


34

















 


Group, (g) to the Company incidental to the exercise, conversion
or exchange of such securities in accordance with their terms, any combination
of shares (including any reverse stock split), (h) to Vestar or (i) in
connection with any recapitalization, reorganization or reclassification of, or
any merger or consolidation involving, the Company.


 


“Exempt Individual Transfer” means a Transfer
of Vestar Securities held by a natural person (a) upon the death of the
holder pursuant to the applicable laws of descent and distribution, (b) solely
to or among such Person’s Family Group, (c) to the Company incidental to
the exercise, conversion or exchange of such securities in accordance with
their terms, any combination of shares (including any reverse stock split) or
(d) in connection with any recapitalization, reorganization or
reclassification of, or any merger or consolidation involving, the Company.


 


“Exempt NYLIM Transfer” means a Transfer of
NYLIM Securities (a) pursuant to an exercise of tag-along rights as an
Other Holder under Section 3.3, (b) pursuant to a Sale of the Company
under Section 4.1, (c) pursuant to an exercise of registration rights
pursuant to Article V, (d) to any Affiliate of NYLIM, so long as (x) such
transferee remains an Affiliate of the NYLIM Holder who Transferred its NYLIM
Securities to such transferee and (y) such transferee does not Transfer
the NYLIM Securities to a Person who is not an Affiliate of the NYLIM Holder
who Transferred its NYLIM Securities to such transferee, (e) to any Person
in connection with the transfer by the same NYLIM Holder of any 2015 Notes to
such Person in the same relative proportions, provided that Vestar V or the Company
has consented to such transfer of the 2015 Notes, (f) to the Company
incidental to the exercise, conversion or exchange of such securities in
accordance with their terms, any combination of shares (including any reverse
stock split), (g) to Vestar, (h) in connection with any
recapitalization, reorganization or reclassification of, or any merger or
consolidation involving, the Company.


 


“Exempt TCW Transfer” means a Transfer of TCW
Securities (a) pursuant to an exercise of tag-along rights as an Other
Holder under Section 3.3, (b) pursuant to a Sale of the Company under
Section 4.1, (c) pursuant to an exercise of registration rights
pursuant to Article V, (d) to any Affiliate of TCW, so long as (x) such
transferee remains an Affiliate of the TCW Holder who Transferred its TCW
Securities to such transferee and (y) such transferee does not Transfer
the TCW Securities to a Person who is not an Affiliate of the TCW Holder who
Transferred its TCW Securities to such transferee, (e) to any Person in
connection with the transfer by the same TCW Holder of any 2015 Notes to such
Person in the same relative proportions, provided that Vestar V or the Company
has consented to such transfer of the 2015 Notes, (f) to the Company
incidental to the exercise, conversion or exchange of such securities in
accordance with their terms, any combination of shares (including any reverse
stock split), (g) to Vestar, (h) in connection with any
recapitalization, reorganization or reclassification of, or any merger or
consolidation involving, the Company.


 


“Family Group” means, with respect to any
individual, such individual’s spouse and descendants (whether natural or
adopted) and any trust, partnership, limited liability company or similar
vehicle established and maintained solely for the benefit of (or the sole
members or partners of which are) such individual, such individual’s spouse
and/or such individual’s descendants.


 


35

















 


“Holdings” has the meaning given such term in
the Recitals.


 


“Incidental Registration” has the meaning
given such term in Section 5.2(a).


 


“Indemnified Party” has the meaning given
such term in Section 5.6(a).


 


“Independent Manager” has the meaning given
such term in Section 2.1(a)(v).


 


“LLC Agreement” means the limited liability
company agreement among the Company and its members, as amended from time to
time.


 


“Limited Partner” means a limited partner of
Vestar (excluding any such limited partner who is an employee either of the
general partner of Vestar or an Affiliate of the general partner of Vestar).


 


“Long-Form Demand Registration” has the
meaning given to such term in Section 5.1(a).


 


“Losses” has the meaning given such term in
Section 5.6(a).


 


“Majority Executives” has the meaning given
to such term in Section 2.1(a)(iii).


 


“Management Agreement” means the management
agreement in effect as of the Closing Date among the Company, the Subsidiaries
of the Company named therein and Vestar Capital Partners, substantially in the
form attached hereto as Exhibit C.


 


“Management Manager” has the meaning given
such term in Section 2.1(a)( iv).


 


“Management Subscription Agreements” means
the unit subscription agreements between the Company and the respective
Employees.


 


“Merger Sub” has the meaning given such term
in the Recitals.


 


“NASD” has the meaning given such term in
Section 5.4(j).


 


“New Units” has the meaning given such term
in Section 8.2.


 


“NYLIM” has the meaning given such term in
the Recitals.


 


“NYLIM Holder” has the meaning given such
term in the Recitals.


 


“NYLIM Majority Holders” means the Person or
Persons having beneficial ownership of a majority of the Class A Units or,
as the case may be, Common Stock constituting NYLIM Securities.


 


“NYLIM Securities” means (a) Units
acquired by NYLIM on or after the date of this Agreement, (b) Securities,
Common Stock, Common Stock Equivalents, Preferred Units or Preferred Stock
hereafter acquired by NYLIM, and (c) any securities of the Company issued
with respect to the securities referred to in clause (a) or (b) above
by way of a payment-in-kind,


 


36

















 


stock dividend, or stock split or in connection with a combination of
shares, exchange, conversion, recapitalization, merger, consolidation or other
reorganization, or otherwise.


 


“Offered Securities” has the meaning given
such term in Section 3.3(a).


 


“Original Agreement” has the meaning given such term
in the Recitals.


 


“Other Holders” has the meaning given such
term in Section 3.3(a).


 


“Other Registration Rights” has the meaning
given such term in Section 5.1(a)(iii).


 


“Ownership Percentage” means, for each
Securityholder and with respect to a type and class of Security, the percentage
obtained by dividing the number of units or shares of such Security held by
such Securityholder by the total number of units or shares of such Security
(other than Excluded Securities) outstanding.


 


“Participation Right” has the meaning given
to such term in Section 8.1.


 


“Person” means an individual, a partnership,
a joint venture, a corporation, an association, a joint stock company, a
limited liability company, a trust, an unincorporated organization or a
government or any department or agency or political subdivision thereof.


 


“Preferred Stock” means collectively,
following the conversion of the Company into a corporation or the Company being
merged into, or otherwise succeeded by, a corporation, the preferred stock and
any other class or series of authorized capital stock of the Company that is
limited to a fixed sum or percentage of par value or stated value in respect of
the rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of the Company.


 


“Preferred Units” has the meaning set forth
in the LLC Agreement.


 


“Priority Right” has the meaning given such
term in Section 5.1(c)(i).


 


“Proceeding” has the meaning given such term
in Section 5.6(c).


 


“Proposed Sale” has the meaning given such
term in Section 3.2(a).


 


“Proposed Sale Notice” has the meaning given
such term in Section 3.2(a).


 


“Public Offering” means a sale of Common
Stock to the public in an offering pursuant to an effective registration
statement filed with the SEC pursuant to the Securities Act; provided that a
Public Offering shall not include any issuance of equity securities in any
merger or other business combination, and shall not include any registration of
the issuance of securities to existing securityholders or employees of the
Company and its Subsidiaries on Form S-4 or Form S-8 (or any
successor forms).


 


37














 


“Public Sale” means a sale of Securities
pursuant to a Public Offering or a Rule 144 Sale.


 


“Purchase Agreement” has the meaning given
such term in the Recitals.


 


“Purchasers” has the meaning given to such
term in Section 8.5.


 


“Put Option” has the meaning given to such
term in Section 2.1(h).


 


“Registrable Securities” means Common Units
or Units received in exchange for or upon a distribution of the securities of
any Subsidiary of the Company pursuant to Section 7.4, including, without
limitation, Common Units that are deemed Vestar Securities, Employee
Securities, TCW Securities or NYLIM Securities. As to any particular
Registrable Securities, such securities will cease to be Registrable Securities
when they have been (i) Transferred in a Public Sale or (ii) otherwise
Transferred and new certificates not bearing the legend set forth in Section 9.2(b) hereof
shall have been delivered by the Company and subsequent disposition of such
securities shall not require registration or qualification of such securities
under the Securities Act or such state securities or blue sky laws then in
force. For purposes of this Agreement, a Person will be deemed to be a holder
of Registrable Securities whenever such Person has the right to acquire such
Registrable Securities (upon conversion or exercise in connection with a
Transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been affected.


 


“Registration Expenses” means all amounts
payable by the Company pursuant to Section 5.5.


 


“Registration Notice” has the meaning given
such term in Section 5.1(a).


 


“Registration Request” has the meaning given
such term in Section 5.1(a).


 


“Registration Statement” means any registration
statement of the Company under which any of the Registrable Securities are
included therein pursuant to the provisions of this Agreement, including the
prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.


 


“Requesting Holder” has the meaning given
such term in Section 5.1(a).


 


“RTS” has the meaning given such term in the
Recitals.


 


“Rule 144” means Rule 144 adopted
under the Securities Act (or any successor rule or regulation).


 


“Rule 144 Sale” means a sale of
Securities to the public through a broker, dealer or market-maker pursuant to
the provisions of Rule 144 adopted under the Securities Act (or any
successor rule or regulation).


 


38

















 


“Sale Notice” has the meaning given such term
in Section 3.3(a).


 


“Sale of the Company” means the consummation
of a transaction, whether in a single transaction or in a series of related
transactions that are consummated contemporaneously (or consummated pursuant to
contemporaneous agreements), with any other Person or group of related Persons
(other than any Transfer pursuant to Section 3.3(b) or any Exempt
Employee Transfer) on an arm’s-length basis, pursuant to which such Person or
group of related Persons directly or indirectly (a) acquires (whether by
merger, stock purchase, recapitalization, reorganization, redemption, issuance
of capital stock or otherwise) more than 50% of the Class A Units or
voting stock of the Company, Holdings or RTS or (b) acquires assets
constituting all or substantially all of the assets of the Company and its
Subsidiaries on a consolidated basis; provided that in no event shall a Sale of
the Company be deemed to include any transaction effected solely for the
purpose of (i) changing, directly or indirectly, the form of organization
or the organizational structure of the Company, Holdings or RTS or any Transfer
to a Person (whether a corporation, limited liability company or otherwise)
that is a wholly-owned Subsidiary of, parent of, equity interest holder of, or
is controlled by or under the common control of any Person described in this
clause (i) that does not directly or indirectly change in a material
respect the ownership of the Company, Holdings or RTS or (ii) contributing
stock or other securities to Subsidiaries of the Company.


 


“Sale Participation Notice” has the meaning
given to such term in Section 7.3.


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities” means, collectively, (i) Units
or other interests in the Company (including new classes or series thereof
having such powers, designations, preferences and rights as may be determined
by the Board); (ii) obligations, evidences of indebtedness or other
securities or interests convertible or exchangeable into Units or other
interests in the Company; and (iii) warrants, options or other rights to
purchase or otherwise acquire Units or other interests in the Company.


 


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


 


“Securityholder” has the meaning given such
term in the preface.


 


“Selldown Investor” has the meaning given
such term in Section 3.3(b)(vii).


 


“Selldown Securities” has the meaning given
such term in Section 3.3(b)(vii).


 


“Selling Security Holder” has the meaning
given such term in Section 3.2(a).


 


“Selling Vestar Holder” has the meaning given
such term in Section 3.3(a).


 


“Short-Form Demand Registration” has the
meaning given to such term in Section 5.1(a).


 


“Subsidiary” means any corporation, limited
liability company, partnership or other entity with respect to which another
specified entity has the power to vote or direct the


 


39

















 


voting of sufficient securities to elect directors
(or comparable authorized persons of such entity) having a majority of the
voting power of the board of directors (or comparable governing body) of such
entity.


 


“Tag-Along Notice” has
the meaning given such term in Section 3.2(a).


 


“TCW” has the meaning
given such term in the Recitals.


 


“TCW Holder” has the
meaning given such term in the Recitals.


 


“TCW Majority Holders”
means the Person or Persons having beneficial ownership of a majority of the
Class A Units or, as the case may be, Common Stock constituting TCW
Securities.


 


“TCW Securities”
means (a) Units acquired by TCW on or after the date of this Agreement,
(b) Securities, Common Stock, Common Stock Equivalents, Preferred Units or
Preferred Stock hereafter acquired by TCW, and (c) any securities of the
Company issued with respect to the securities referred to in clause (a) or
(b) above by way of a payment-in-kind, stock dividend, or stock split or
in connection with a combination of shares, exchange, conversion,
recapitalization, merger, consolidation or other reorganization, or otherwise.


 


“2015 Notes” means
the 13.50% Senior Subordinated Notes due March 25, 2015 issued pursuant to
that certain Purchase Agreement, dated as of March 25, 2008, by and among
RTS and the guarantors and purchasers named therein.


 


“Transfer” means (in
either the noun or the verb form, including with respect to the verb form, all
conjugations thereof, with correlative meaning) with respect to any security,
the gift, sale, assignment, transfer, pledge, hypothecation or other
disposition (whether for or without consideration, whether directly or
indirectly, and whether voluntary, involuntary or by operation of law) of such
Security or any interest therein.


 


“Transaction Documents”
means all agreements or other documents entered into on or prior to the Closing
Date in connection with the transactions contemplated by the Purchase
Agreement, including, without limitation, (i) this Agreement, (ii) the
LLC Agreement, (iii) the Management Agreement, (iv) the Management
Stock Contribution and Unit Subscription Agreements entered into by and between
the Company and certain officers of RTS in connection with the Acquisition; and
(v) the Management Unit Subscription Agreements entered into by and
between the Company and certain officer of RTS in connection with the grant of
any awards under the Company’s 2008 Unit Incentive Plan.


 


“Underwriter’s Maximum
Number” has the meaning given to such term in Section 5.1(c).


 


“Units” has the
meaning set forth in the LLC Agreement.


 


“Vestar” has the meaning
set forth in the preface.


 


“Vestar/RTI” has the
meaning set forth in the preface.


 


40

















 


“Vestar V” has the
meaning set forth in the preface.


 


“Vestar V-A” has the
meaning set forth in the preface.


 


“Vestar Demand Right”
has the meaning given to such term in Section 5.1(a).


 


“Vestar Managers” has
the meaning given such term in Section 2.1(a)(ii).


 


“Vestar Majority Holders”
means the Person or Persons holding a majority of the Preferred Units or
Preferred Stock and a majority of the Class A Units or Common Stock
constituting Vestar Securities.


 


“Vestar Preferred Units”
means any Preferred Units held by Vestar, its Affiliates or any of their
permitted assigns.


 


“Vestar Securities”
means (a) Units acquired by Vestar on or after the date of the Original
Agreement, (b) Securities, Common Stock, Common Stock Equivalents,
Preferred Units or Preferred Stock hereafter acquired by Vestar, and (c) any
securities of the Company issued with respect to the securities referred to in
clause (a) or (b) above by way of a payment-in-kind, stock dividend,
or stock split or in connection with a combination of shares, exchange,
conversion, recapitalization, merger, consolidation or other reorganization, or
otherwise.


 


9.2                               Legends.


 


(a)                                 Securityholders
Agreement. Each certificate or instrument evidencing
Securities and each certificate or instrument issued in exchange for or upon
the Transfer of any such Securities (if such securities remain subject to this
Agreement after such Transfer) shall be stamped or otherwise imprinted with a
legend (as appropriately completed under the circumstances) in substantially
the following form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE CONSTITUTE [“EMPLOYEE SECURITIES”] [“VESTAR SECURITIES”]
[“TCW SECURITIES”] [“NYLIM SECURITIES”] UNDER A CERTAIN AMENDED AND RESTATED
SECURITYHOLDERS AGREEMENT DATED AS OF MARCH 25, 2008 AMONG THE ISSUER OF
SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S SECURITYHOLDERS
AND, AS SUCH, ARE SUBJECT TO CERTAIN VOTING PROVISIONS, PURCHASE RIGHTS AND
RESTRICTIONS ON TRANSFER SET FORTH IN THE SECURITYHOLDERS AGREEMENT. A COPY OF
SUCH SECURITYHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY
TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(b)                                 Restricted
Securities. Each instrument or certificate evidencing
Securities and each instrument or certificate issued in exchange or upon the
Transfer of any Securities shall be stamped or otherwise imprinted with a
legend substantially in the following form:


 


41

















 


“THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE
SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN
SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL
HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT
REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).”


 


(c)                                  Removal of
Legends. Whenever in the opinion of the Company and counsel reasonably
satisfactory to the Company (which opinion shall be delivered to the Company in
writing) the restrictions described in any legend set forth above cease to be
applicable to any Securities, the holder thereof shall be entitled to receive
from the Company, without expense to the holder, a new instrument or
certificate not bearing a legend stating such restriction.


 


9.3                               Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or any
other jurisdiction, but this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


9.4                               Entire
Agreement. Except as otherwise expressly set forth herein,
this document embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among
the parties, written or oral, which may have related to the subject matter
hereof in any way, except that this Agreement shall not supersede the covenants
and agreements set forth in Section 5.9 (Director and Officer Liability)
of the Purchase Agreement, which shall be incorporated herein by reference.


 


9.5                               Successors and
Assigns. Except as otherwise provided herein, this Agreement shall bind and
inure to the benefit of and be enforceable by the Company and its successors
and assigns and the Securityholders and any subsequent holders of Securities
and the respective successors and assigns of each of them, so long as they hold
Securities.


 


9.6                               Counterparts. This
Agreement may be executed in separate counterparts (including by means of
telecopied or electronically transmitted signature pages) each of which shall
be an original and all of which taken together shall constitute one and the
same agreement.


 


9.7                               Remedies. The Company
and the Securityholders shall be entitled to enforce their rights under this
Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement (including costs of enforcement) and to exercise
all


 


42

















 


other rights existing in their favor. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that the Company or any
Securityholder may in its or his sole discretion apply to any court of law or
equity of competent jurisdiction for specific performance or injunctive relief
(without posting a bond or other security) in order to enforce or prevent any
violation of the provisions of this Agreement.


 


9.8                               Notices. Any notice
provided for in this Agreement shall be in writing and shall be either
personally delivered, or mailed first class mail (postage prepaid) or sent by
reputable overnight courier service (charges prepaid) to the Company at the
address set forth below and to any other recipient at the address indicated on
the Company’s records, or at such address or to the attention of such other
person as the recipient party has specified by prior written notice to the
sending party. Notices will be deemed to have been given hereunder when sent by
facsimile (receipt confirmed) delivered personally, five days after deposit in
the U.S. mail and one day after deposit with a reputable overnight courier
service. The Company’s address is:


 


Radiation Therapy
Investments, LLC


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


245 Park Avenue, 41st Floor


New York, New York 10167


Attention: Jack M. Feder, Esq.


Facsimile: (212) 808-4922


 


with a copy (with shall not
constitute notice) to:


 


Kirkland & Ellis
LLP


153 East 53rd Street


New York, New York 10022


Attention: Michael
Movsovich, Esq.


Facsimile: (212) 446-4900


 


A copy of each notice given to the Company shall be
given to Vestar (and no notice to the Company shall be effective until such
copy is delivered to Vestar) at the following addresses:


 


Vestar Capital Partners V,
L.P.


245 Park Avenue, 41st Floor


New York, New York 10167


Attention:                                         Jack M. Feder, Esq.


General Counsel


Facsimile: (212) 808-4922


 


With a copy (with shall not
constitute notice) to:


 


Kirkland & Ellis
LLP


153 East 53rd Street


New York, New York 10022


 


43

















 


Attention: Michael
Movsovich, Esq.


Facsimile: (212) 446-4900


 


and


 


Radiation Therapy Services, Inc.


2234 Colonial Boulevard


Fort Myers, Florida 33907


Attention: Chief Executive
Officer


Facsimile: (239) 931-7380


 


and


 


Shumaker, Loop &
Kendrick, LLP


101 East Kennedy Boulevard,
Suite 2800


Tampa, Florida 33602


Attn: Darrell C. Smith


Facsimile: (813) 229-1660


 


A copy of each notice given to an Executive Holder,
a TCW Holder or other Securityholder (other than Vestar) shall be delivered to
the address as shown on the Unit register of the Company.


 


9.9                               Governing Law. The Delaware
Limited Liability Company Act (and, following the conversion of the Company
into a corporation or the Company being merged into, or otherwise succeeded by,
a corporation, the relevant state corporation law) shall govern all questions
arising under this Agreement concerning the relative rights of the Company and
its stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware.


 


9.10                        Arbitration of
Valuation of Equivalent Cash Price. If the Selling Security
Holder and Vestar disagree in good faith with respect to the valuation of the
equivalent cash price of the non-cash consideration delivered in connection
with a Proposed Sale pursuant to Section 3.2(b) and have not resolved
such disagreement within thirty (30) days after the date of receipt of notice
of Vestar’s election to purchase all of the Employee Securities, all of the TCW
Securities or all of the NYLIM Securities (as the case may be) covered by the
Proposed Sale Notice under Section 3.2(b), an Arbiter selected by mutual
agreement of the Selling Security Holder and Vestar shall make a determination
of such valuation of the non-cash consideration component of the Proposed Sale
solely by (i) reviewing a single written presentation (together with any
supporting documentation) timely made by each of the Selling Security Holder
and Vestar setting forth their respective valuations and the bases therefore
and (ii) accepting either Vestar’s or the Selling Security Holder’s
proposed valuation. The fees and expenses incurred with respect to the Arbiter,
as well as the reasonable out-of-pocket fees and expenses (including, without
limitation, reasonable fees and expenses of one counsel and one accountant,
appraiser or investment banking firm) incurred by or on behalf of the Selling
Security Holder, shall be borne by the Company. For purposes of this Section 9.11,
the Company shall make available to the


 


44

















Vestar and the Selling Security Holder all data
(including, without limitation, reports of employees and outside advisors)
necessary to determine the valuation of the equivalent cash price of the
non-cash consideration noted above, and other relevant data reasonably
requested by the Vestar and the Selling Security Holder.


 


9.11                        Descriptive
Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


45














 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Securityholders Agreement on the day and year .first
above written.


 


	
   

  	
  RADIATION
  THERAPY INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Erin L, Russell

  
	
   

  	
   

  	
  Name:
  Erin L, Russell

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VESTAR CAPITAL
  PARTNERS V, L.P.,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Associates V, L.P.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Managers V Ltd.,

  
	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  James L. Elrod, Jr.

  
	
   

  	
   

  	
   

  	
  Name:
  James L. Elrod, Jr.

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 


[Signature Page to Amended and Restated Securityholders
Agreement]


 

















 


	
   

  	
  TCW/CRESCENT MEZZANINE PARTNERS V, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent Mezzanine Management V, LLC

  
	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TCW Asset Management Company

  
	
   

  	
  Its: 

  	
  Sub-Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TCW/CRESCENT MEZZANINE PARTNERS VB, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent Mezzanine Management V, LLC

  
	
   

  	
  Its:

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TCW Asset Management Company 

  
	
   

  	
  Its:

  	
  Sub-Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
					



 


[Signature
Page to Amended and Restated Securityholders Agreement]


 

















 


	
   

  	
  TCW/CRESCENT MEZZANINE PARTNERS VC, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TCW/Crescent Mezzanine Management V, LLC

  
	
   

  	
  Its:

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TCW Asset Management Company

  
	
   

  	
  Its: 

  	
  Sub-Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAC EQUITY HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MAC Capital, Ltd.

  
	
   

  	
  Its:

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TCW Advisors, Inc., as attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Julia K. Haramis

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Julia K. Haramis

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Scott E. Feldman

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Scott E. Feldman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


[Signature
Page to Amended and Restated Securityholders Agreement]


 

















 


	
   

  	
  NEW YORK
  LIFE INVESTMENT

  MANAGEMENT MEZZANINE PARTNERS II, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NYLIM
  Mezzanine Partners II GenPar, LP 

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NYLIM
  Mezzanine Partners II GenPar GP, LLC

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven M. Benevento

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven M. Benevento

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NYLIM
  MEZZANINE PARTNERS II PARALLEL FUND, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NYLIM
  Mezzanine Partners II GenPar, LP

  
	
   

  	
  Its:

  	
  General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  NYLIM
  Mezzanine Partners II GenPar GP, LLC

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven M. Benevento

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven M. Benevento

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
						



 


[Signature
Page to Amended and Restated Securityholders Agreement]