Exhibit 10.64


 


TRANSITION AGREEMENT AND STOCK PLEDGE


 


This Transition Agreement
and Stock Pledge (this “Agreement”) is made as of August       ,
2007, by and between AMERICAN CONSOLIDATED TECHNOLOGIES, LLC, a Michigan
limited liability company (“ACT”), RADS, P.C. ONCOLOGY PROFESSIONALS, a
Michigan professional corporation (the “PC”); and MICHAEL J. KATIN, M.D. (the “Current
Shareholder”).


 


RECITALS:


 


The following Recitals are
hereby incorporated in this Agreement:


 


A. The PC and ACT have
entered into a Business Operations and Support Services Agreement, dated as of August 19,
2000 (as amended, the “BOA”), for the provision of certain administrative and
billing services to the PC in connection with the PC’s provision of radiation
therapy services in Michigan (the “State”).


 


B. The Current Shareholder
owns all of the issued and outstanding shares of the PC’s stock.


 


C. The parties hereto
believe it to be in their best interest to make provision for the future
disposition of all of the shares of the capital stock of the PC whether
currently issued and outstanding or issued at any time (the “Shares”).


 


D. The Current Shareholder
may desire to issue or transfer Shares to qualified shareholders satisfactory
to and approved by ACT (together with the Current Shareholder the “Shareholders”),
upon such Shareholders becoming licensed to practice medicine in the State, and
provided that each or all, as applicable, execute an agreement in substantially
the same form as this Agreement.


 


E. The Current Shareholder
desires to pledge the Shares to secure the covenants made in this Agreement,
and ACT desires to accept such security interest.


 


NOW,
THEREFORE, for and in consideration of the mutual agreements,
terms, covenants and conditions contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 


1. Definitions.


 


1.1. “Shareholder Event of
Transfer” means any one or more of the following events:


 


(a) The transfer of or
attempt to transfer any Shares by any Shareholder, including any sale,
assignment, conveyance, gift or any other form of disposition or transfer,
voluntary or involuntary, including transfers by bequest or inheritance, not
permitted by the terms of this Agreement;


 


(b) Loss of a
Shareholder’s license to practice radiation therapy in the State for any
reason;


 


(c) A Shareholder is
adjudicated incompetent by any court of law;


 


(d) A Shareholder
becomes insolvent by reason of an inability to pay debts as they mature; files
a petition in bankruptcy, reorganization or similar proceeding under the
bankruptcy laws of the United States or has such a petition filed against a
Shareholder which is not discharged within thirty (30) days; has a receiver or
other custodian, permanent or temporary, appointed for the business, assets


 

















 


or property of a
Shareholder; has his bank accounts, property or accounts attached; has
execution levied against business or property of a Shareholder; makes an
assignment for the benefit of creditors; or a Shareholder has any Shares
attached or levied upon for the payment of debts;


 


(e) Any breach of any
of the provisions of this Agreement by a Shareholder; or


 


(f) For any reason a
Shareholder no longer meets the qualifications to be a shareholder of a professional
corporation in the State.


 


1.2. “PC Event of Transfer”
means any one of the following events:


 


(a) There is a Default
(as hereinafter defined) under the BOA by the PC which is not cured within any
applicable cure periods stated in the BOA;


 


(b) Any breach of the
provisions of this Agreement by the PC; or


 


(c) The occurrence of
an Shareholder Event of Transfer where there is only one Shareholder.


 


1.3. “Transferee” means a
physician licensed to practice radiation therapy in the State, or a professional
corporation qualified to practice radiation therapy in the State, chosen by
ACT.


 


2. Grant of Security
Interest. Each Shareholder grants to ACT a security interest in the Shares
to secure the Shareholder’s obligations set forth in Section 3.


 


3. General Restriction on
Transfer. No Shareholder shall sell, transfer, encumber, pledge, will, or
otherwise dispose of such Shareholder’s Shares, or allow such Shareholder’s
Shares to pass under the intestate laws or by operation of law, except as
permitted by this Agreement. If any Shares or any rights therein are
transferred contrary to this Agreement, ACT retains a security interest in such
Shares and in the proceeds of such disposition.


 


4. Conditional Agreement
to Transfer Stock. All Shareholders shall immediately transfer the Shares
in accordance with the terms of this Agreement in consideration for the payment
of the Purchase Price (as defined in and determined in accordance with Section 7
hereof) upon the occurrence of a PC Event of Transfer or upon the occurrence of
a Shareholder Event of Transfer.


 


5. Transfers by
Shareholders. If a Shareholder Event of Transfer occurs, then ACT, the PC
and/or any Shareholder (or such Shareholder’s legal representative or a lien
creditor of such Shareholder exercising its remedies with respect to such
Shareholder) shall provide the other parties hereto with written notice thereof
(the “Notice”).


 


5.1. During the period
commencing on the date the Notice is given and ending thirty (30) days
thereafter (the “Shareholders’ Option Period”), the Shareholders, other than
the Shareholder who is subject to the Shareholder Event of Transfer (the “Transferring
Shareholder”), shall, in relative proportion to the respective ownership of
Shares of such Shareholders who desire to exercise their option, have the
exclusive right (but not the obligation) to acquire all or a portion of the
Transferring Shareholder’s Shares at the pro rata Purchase Price determined
pursuant to Section 7 hereof. Said Shareholders may exercise this option
by delivering, within the Shareholders’ Option Period, to the Transferring
Shareholder, ACT and the PC, a written notice stating that said Shareholders
have elected to acquire all or such specified number or proportion of the
Transferring Shareholder’s Shares not later than ninety (90) days after the
date of the Notice. If not all Shareholders (other than the Transferring


 


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Shareholder) elect to
acquire the Transferring Shareholder’s Shares, the Shareholders that have
elected to acquire the Transferring Shareholder’s Shares may acquire the
Transferring Shareholder’s Shares in relative proportion to their respective
ownership of Shares (not counting Shares held by the Transferring Shareholder
or by Shareholders who have not elected to acquire the Transferring Shareholder’s
Shares).


 


5.2. If the Shareholder’s
Option Period shall have expired without the election by any of the
Shareholders to acquire any and all of the Transferring Shareholder’s Shares,
then, for either a period of thirty (30) days commencing thirty-one (31) days
after the date of the Notice, the PC shall have the exclusive right (but not
the obligation) to acquire all of the Transferring Shareholder’s Shares for the
Purchase Price. The PC may exercise its option by delivering, within the PC
Option Period, to each of the Shareholders and ACT, a written notice stating
that the PC has elected to acquire all or such specified number or proportion
of the Transferring Shareholder’s Shares no later than ninety (90) days after
the date of the Notice.


 


5.3. If, but only if, the
Shareholder’s Option Period and the PC Option Period shall have expired without
the election by any of the Shareholders (other than the Transferring
Shareholder) or the PC to acquire all of a Transferring Shareholder’s Shares,
then ACT shall designate a Transferee to purchase the Shares which are not
being purchased pursuant to Sections 5.1 and 5.2, above, for an amount equal to
the Purchase Price.


 


5.4. The provisions of this Section 5
shall not apply if there is only one Shareholder.


 


6. Transfer on PC Event
of Transfer. If a PC Event of Transfer occurs, ACT shall designate a
Transferee to purchase all of the Shares of the PC for an amount equal to the
Purchase Price within thirty (30) days of ACT’s discovery of the occurrence of
a PC Event of Transfer.


 


7. Payment of Purchase
Price. The purchase price for any transfer of the Shares (the “Purchase
Price”) shall be an amount equal to the fair market value of the Shares as of
the date of the transfer, determined by the accounting firm of Ernst &
Young, LLP (or any successor thereto) acting through the personnel at its
office in Tampa, Florida, if that firm is willing to make the determination;
or, if not, any nationally recognized firm of independent certified public
accountants chosen by ACT. Any determination of the fair market value of the
Shares by such firm shall be deemed a final determination of the fair market
value as of the determination date and shall be conclusive upon all parties for
purposes of this Agreement as a commercially reasonable price. The Purchase
Price shall be payable in cash, by cashier’s check, or by a promissory note
within thirty (30) days after receipt of the accounting firm’s Purchase Price
determination. If payment is made by a promissory note, such note shall be
payable over three (3) years in equal monthly installments of principal
and interest and shall bear interest, with such interest to accrue at eight
percent (8%) per annum.


 


8. Commercially
Reasonable Disposition. The parties acknowledge that it would be impossible
to realize a commercially reasonable price in the event of the disposition of
Shares by public sale and very difficult to do so by private sale, except on
the terms and conditions set forth herein. Therefore, the parties acknowledge
that a disposition of the Shares pursuant to the terms of this Agreement is a
commercially reasonable disposition. The parties further acknowledge and agree
that the determination of the Purchase Price under Section 7 is a
commercially reasonable method of determining the Purchase Price and that they
will be bound by such Purchase Price determination.


 


9. Term. This
Agreement shall continue for as long as the BOA and any renewals thereof are in
effect.


 


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10. Representations and
Warranties. The PC and each of the Shareholders represent and warrant the
following:


 


10.1. No Contravention.
There is no provision of any agreement to which the PC or any Shareholder is a
party or of any law that would be contravened by the execution, delivery, or
performance of this Agreement. The PC and each Shareholder’s name and the
information contained in the Recitals hereto are correct. There are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
that could require the PC to issue, sell, or otherwise cause to become
outstanding any of its capital stock. There is no litigation nor are there any
proceedings by any public body, agency, or authority presently pending or
threatened against the PC or any Shareholder, the outcome of which might
materially and adversely affect the continued operations of the PC.


 


10.2. Shares. Each
Shareholder has good title to the Shares, free and clear of all claims,
charges, liens, encumbrances, restrictions, options, calls and defects of any
kind or nature whatsoever, except for the security interest granted hereby. No
other person, entity, or governmental authority has or claims any lien or other
interest in the Shares. No adverse financing statements are on file concerning
the Shares and there is no litigation nor are there any proceedings by any
public body, agency, or authority presently pending or threatened against any
Shareholder, the outcome of which might materially and adversely affect the
Collateral.


 


10.3. Survival of
Representations and Warranties. All representations, covenants and
warranties set forth herein shall survive the execution and delivery of this
Agreement.


 


11. Affirmative Covenants.


 


11.1. Application to
Future Shares. This Agreement shall apply to all Shares now owned or
hereafter acquired whether such acquisition be the result of purchase, stock
dividend, split-up, recapitalization, issuance by the PC of additional shares
of capital stock or otherwise.


 


11.2. No Agency and
Defense Against Claims. Nothing in this Agreement shall make any
Shareholder an agent of ACT for any purpose whatsoever. Each Shareholder shall
defend the Shares against all claims, demands, and defenses affecting ACT’s
security interest in the Shares, regardless of merit, and shall hold ACT
harmless therefrom, including, without limitation, holding ACT harmless from
all attorneys’ fees and other litigation expenses arising out of any such
claims, demands, or defenses.


 


11.3. Disposition and
Issuances of the PC’s Common Stock. The PC shall not, and during the term
of this Agreement each Shareholder shall not cause the PC to, issue, sell or
otherwise cause to be outstanding any additional capital stock, except for: (a) sales
of such stock made to approved Shareholders; (b) the transfer without
consideration of any of the Shares to a revocable trust created by a
Shareholder, provided that any and all trustees of such trust first agrees in
writing to hold Shares so transferred subject to this Agreement; and (c) the
transfer of Shares as permitted by the terms of this Agreement.


 


12. Custody and Handling
of Collateral and Records.


 


12.1. Protection of
Secured Party’s Security Interest. Upon execution of this Agreement, each
Shareholder shall give ACT the certificate(s) representing such
Shareholder’s Shares duly endorsed in blank or, if not endorsed in blank, each
Shareholder shall give ACT a duly executed stock power in blank.


 


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12.2. Restrictive Legend.
Each certificate representing Shares of the PC shall be marked with a legend
substantially in the following form:


 


The right to sell, transfer
or encumber the shares represented by this certificate is restricted under the
terms of Transition Agreement and Stock Pledge dated August           ,
2007, to which the PC is a party. The PC will mail a copy of said Agreement to
any shareholder without charge within five (5) days after receipt of
written request therefore.


 


13. Default and Remedies.


 


13.1. Remedies Upon
Default. Upon the occurrence of any breach of any of the terms of this
Agreement by the PC or any or all of the Shareholders (a “Default”), ACT shall
have the right and option to: (i) immediately send notice to all parties
hereto of a Shareholder Event of Transfer or a PC Event of Transfer, as
applicable, to cause a transfer of Shares pursuant to Section 5 or Section 6
hereof, subject to a subsequent determination of the Purchase Price, and (ii) exercise
any other remedies and/or rights available to ACT as a secured party under law
or equity. Without limiting the foregoing, ACT shall be entitled upon any
breach or threatened breach of this Agreement to the granting of a temporary
restraining order, a temporary or permanent injunction, or any other equitable
remedy which may then be available without further notice.


 


13.2. Construction of
Rights and Remedies and Waiver of Notice and Consent. The rights and
remedies of ACT herein expressly specified are cumulative and not exclusive of
other contractual, common law or statutory rights and remedies which secured
parties may have, including without limitation, all rights and remedies of a
secured creditor under applicable law, ACT shall be under no duty to exercise
or withhold the exercise of any of its rights and remedies provided hereunder
or otherwise. No omission or delay by ACT in exercising any such right or
remedy shall operate as a waiver or partial waiver of any such right or remedy
thereof, nor shall any single or partial exercise of any such right or remedy
preclude any other or further exercise thereof or the exercise of any other
right or remedy.


 


14. Miscellaneous.


 


14.1. Notices. If at
any time after the execution of this Agreement, it shall become necessary or
convenient for one of the parties to serve any notice, demand or communication
upon the other parties, such notice, demand, or communication shall be in
writing and shall be served personally, by nationally recognized overnight
courier which provides confirmation of delivery, or by depositing the same in
the United States mail, registered or certified, return receipt requested,
postage prepaid and to such address as each party may have furnished to the
other parties in writing as the place for the service of notice. Any notice so
mailed shall be deemed to have been given three (3) days after the same
has been deposited in the United States mail; when delivered if the same has
been given personally; or the next business day if the same has been delivered
to a nationally recognized overnight courier service.


 


14.2. Governing Law.
This Agreement shall be construed and interpreted under the laws of the State
of Florida.


 


14.3. Binding Effect.
This Agreement shall be binding upon each of the parties hereto and their
respective heirs, successors, and permitted assigns. Neither the PC nor any
Shareholder may assign this Agreement without the prior written permission of
ACT.


 


14.4. Amendment. This
Agreement may be amended, but only by a written amendment signed by all parties
hereto.


 


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14.5. Severability.
If any provision of this Agreement or the application of any provision to any
party or circumstance shall be adjudged invalid or unenforceable to any extent,
the remainder of this Agreement and the application of the provision to any
other party or circumstance shall not be affected thereby. Each provision of
this Agreement shall be valid and enforceable to the fullest extent permitted
by law.


 


14.6. Headings. The
headings in this Agreement are for convenience of reference only and shall not
be used in interpreting this Agreement.


 


14.7. Number; Gender.
Where appropriate, the number of all words in this Agreement shall be both
singular and plural and the gender of all pronouns shall be masculine,
feminine, neuter, or any combination thereof.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the
date first set forth above.


 


	
   

  	
  RADS, P.C. ONCOLOGY
  PROFESSIONALS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Katin

  
	
   

  	
  Name:

  	
  Michael J. Katin, M.D.

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN CONSOLIDATED
  TECHNOLOGIES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David N. T. Watson

  
	
   

  	
  Name:

  	
  David N. T. Watson

  
	
   

  	
  Title:

  	
  Vice-President

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael J. Katin

  
	
   

  	
  Michael J. Katin, M.D.

  



 


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