Common use of Transfer of Securities Clause in Contracts

Transfer of Securities. The Subscriber will resell or otherwise dispose of the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration under the Securities Act or pursuant to an available exemption from registration. Such Subscriber consents that any transfer agent of the Company may be instructed not to transfer any Subscription Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substance: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWS." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.

Transfer of Securities. The Subscriber Such Investor will resell not sell or otherwise dispose of the Subscription Shares (and the any shares of Common Stock issuable upon conversion thereofStock, Warrants or Warrant Shares unless (a) only pursuant to a registration statement with respect thereto has become effective under the Securities Act and such Warrants and Warrant Shares have been qualified under applicable state securities laws or pursuant (b) there is presented to an available exemption from registrationthe Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Investor (i) to any entity controlled by, or under common control with, such Investor, (ii) to a shareholder, partner or officer of such Investor, (iii) to a shareholder, partner or officer of the general partner of such Investor, (iv) to the spouse, lineal descendants, estate or a trust or for the benefit of any of the foregoing or (v) by operation of law, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Investor. Such Subscriber Investor consents that any transfer agent of the Company may be instructed not to transfer any Subscription Common Stock, Warrants or Warrant Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate (or other instrument) representing such Subscription Shares securities (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, ) the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof )shares, stating in substance: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION THEREFROM UNDER SUCH ACT AND LAWS, IF APPLICABLE. THE SALE OR OTHER DISPOSITION COMPANY, PRIOR TO PERMITTING A TRANSFER OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") SECURITIES, MAY REQUIRE AN OPINION OF COUNSEL, WHICH OPINION IS COUNSEL OR OTHER ASSURANCES SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT IT AS TO COMPLIANCE WITH OR EXEMPTION FROM SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWS." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend Common Stock, Warrants or Warrant Shares and the surrender of such certificatesecurities, issue a new stock certificate and Warrants without such legend if (A) the Warrants or stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.

Transfer of Securities. The Subscriber will resell or otherwise dispose (a) Each Purchaser acknowledges and agrees that as of the Subscription date hereof neither the Securities nor the Warrant Shares (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration have been or will be registered under the Securities Act or the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such laws, is available. Each Purchaser acknowledges that, except as provided in the Registration Rights Agreement with respect to the Warrant Shares, such Purchaser has no right to require the Company to register the Securities or Warrant Shares. Each Purchaser agrees not to sell, transfer, pledge or hypothecate any Securities or Warrant Shares except pursuant to (i) an available exemption effective registration statement for such Securities or Warrant Shares under the Securities Act or (ii) a transaction that is exempt from registration. Such Subscriber consents that any transfer agent the registration requirements of the Company Securities Act; PROVIDED that the transferee of such Purchaser acknowledges and agrees to abide by the provisions of this Section 4.06 and, in the case of the transfer of any Warrants or Warrant Shares, the applicable provisions of the Shareholders Agreement. Except in the case of a transfer pursuant to Rule 144A under the Securities Act, the Holder may be instructed not required, upon reasonable request of the Company, to transfer any Subscription Shares provide the Company with an opinion of counsel to such Purchaser (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there which opinion may be endorsed upon any certificate representing given by in-house counsel and otherwise to be in form and substance reasonably satisfactory to the Company) to the effect that such Subscription Shares (and transfer is exempt from the shares registration requirements of Common Stock issuable upon conversion thereof), and any certificates issued in substitution thereforthe Securities Act. Notwithstanding the foregoing, the following legend calling attention Securities and Warrant Shares may be transferred to any Eligible Transferee of such Purchaser without any registration or opinion, subject to the foregoing restrictions on transferability of future sale, transfer, pledge or hypothecation by such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substance: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWSEligible Transferee. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWS." The Company shall, upon shall cooperate with Purchasers and their transferees in supplying such information as may be necessary for such Purchasers or transferees to complete and file any information reporting forms currently or hereafter required by the request SEC as a condition to the availability of any holder an exemption from the registration requirements of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by for the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state lawsale of restricted securities.

Transfer of Securities. The Subscriber will resell or otherwise dispose of Purchasers understand and agree that the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration Securities have not been registered under the Securities Act or pursuant the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or transactions as to which an available exemption from registration. Such Subscriber consents that any transfer agent the registration requirements of the Securities Act and, where applicable, such laws are, in the opinion of counsel reasonably satisfactory to the Company, a copy of which opinion shall be delivered to the Company may be instructed not in connection with any such sale or other disposition, available. The Purchasers acknowledge that, except as provided in the Registration Rights Agreement, the Purchasers have no right to transfer any Subscription Shares (require the Company to register the Securities. The Purchasers understand and agree that each Note or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, Securities shall bear the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substancelegend: "[THE SHARES OF STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE HAVE] [THIS NOTE HAS] NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "SECURITIES ACT"), OR LAWS OF ANY STATE SECURITIES LAWS. THE SALE AND MAY NOT BE SOLD OR OTHER DISPOSITION OTHERWISE DISPOSED OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT THE TRANSACTION PURSUANT TO WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH [SECURITIES/NOTES] WILL BE OFFERED FOR SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT OTHERWISE DISPOSED OF IS SUBJECT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION UNDER THE SECURITIES REQUIREMENTS OF SUCH ACT AND ANY STATE SECURITIES OR SUCH LAWS." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. The Subscriber Such Securityholder will resell not sell or otherwise dispose of the Subscription Shares unless (and the shares of Common Stock issuable upon conversion thereofa) only pursuant to a registration statement with respect thereto has become effective under the Securities Act and such Shares have been qualified under applicable state securities laws or pursuant (b) there is presented to an available exemption from registrationthe Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Securityholder (i) to any entity controlled by, or under common control with, such Securityholder (ii) to a partner or officer of such Securityholder, (iii) to a partner or officer of the general partner of such Securityholder, or (iv) to the spouse, lineal descendants, estate, or a trust for the benefit of any of the foregoing, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Securityholder. Such Subscriber Securityholder consents that any transfer agent of the Company may be instructed not to transfer any Subscription Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, ) the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof )shares, stating in substance: "THE SHARES OF STOCK REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 1933 OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWSLAW." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.

Transfer of Securities. The Subscriber will resell or otherwise dispose (a) Purchaser understands and agrees ---------------------- that the shares of the Subscription Shares Series D Preferred Stock (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration have not been registered under the Securities Act or pursuant the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or transactions as to which an available exemption from registration. Such Subscriber consents that any transfer agent the registration requirements of the Securities Act and, where applicable, such laws are available. Purchaser acknowledges that, except as provided in this Agreement, Purchaser has no right to require the Company may be instructed not to transfer register any Subscription Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, such shares. Purchaser understands and agrees that there may be endorsed upon any each certificate representing any of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, shall bear the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substancelegends: "THE SHARES TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY A STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 31, 1997, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "SECURITIES ACT"), OR LAWS OF ANY STATE SECURITIES LAWS. THE SALE AND MAY NOT BE SOLD OR OTHER DISPOSITION OTHERWISE DISPOSED OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN AVAILABLE APPLICABLE EXEMPTION FROM TO THE REGISTRATION UNDER THE ACT. THE HOLDER REQUIREMENTS OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") SUCH ACT OR SUCH LAWS AS CONFIRMED BY AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY IN FORM AND FROM COUNSEL REASONABLY ACCEPTABLE TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWSCORPORATION." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. Each Holder, by acceptance of a Warrant Certificate, covenants and agrees that it is acquiring the Warrants evidenced thereby, and, upon exercise thereof, the Warrant Securities, for its own account as an investment and not with a view to distribution thereof. The Subscriber will resell or otherwise dispose of the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration Warrant Securities have not been registered under the Securities Act of 1933, as amended (the "Act"), or pursuant any state securities laws and no transfer of any Warrant Securities shall be permitted unless the Company has received notice of such transfer, at the address of its principal office set forth in Section 3.1 hereof, in the form of assignment attached hereto, accompanied by an opinion of counsel reasonably satisfactory to the Company that an available exemption from registrationregistration of such Warrant Securities under the Act is available for such transfer. Such Subscriber consents that Upon any transfer agent exercise of the Company may be instructed not to transfer Warrants, certificates representing any Subscription Warrant Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, Warrant Securities shall bear the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substancelegend: "THE SHARES OF STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE SALE OR OTHER DISPOSITION ABSENCE OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) EITHER AN EFFECTIVE REGISTRATION STATEMENT; UNDER FEDERAL AND STATE SECURITIES LAWS, OR (ii) AN AVAILABLE EXEMPTION OPINION OF COUNSEL FOR THE REGISTERED HOLDER SATISFACTORY TO COUNSEL FOR THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND UNDER SUCH LAWS. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWS." The Company shall, upon the request Any purported transfer of any holder Warrants, Warrant Shares or Warrant Securities not in compliance with the provisions of a stock certificate bearing the foregoing legend this Section 4 shall be null and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state lawvoid.

Transfer of Securities. (a) The Subscriber will resell or otherwise dispose of Purchaser understands and agrees that the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration Securities have not been registered under the Securities Act or pursuant the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or transactions as to which an available exemption from registration. Such Subscriber consents that any transfer agent the registration requirements of the Securities Act and, where applicable, such laws are available. The Purchaser acknowledges that, except as provided in the Registration Rights Agreement, the Purchaser has no right to require the Company may be instructed not to transfer any Subscription Shares (register the Securities. The Purchaser understands and agrees that each Note or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued Securities shall bear legends substantially in substitution therefor, the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substanceform as follows: "[THE SHARES OF STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE HAVE] [THIS NOTE HAS] NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "SECURITIES ACT"), OR LAWS OF ANY STATE SECURITIES LAWS. THE SALE AND MAY NOT BE SOLD OR OTHER DISPOSITION OTHERWISE DISPOSED OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." The Company shall"THE TRANSFER OF [THE SECURITIES REPRESENTED BY THIS CERTIFICATE] [THIS NOTE] IS RESTRICTED BY AN AGREEMENT ON FILE AT THE OFFICES OF THE CORPORATION." "IN ADDITION TO THE RESTRICTIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT BETWEEN KXXXXX'X FURNITURE, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificateINC. AND GENERAL ELECTRIC CAPITAL CORPORATION, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualificationTHE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT BY AND AMONG KXXXXX'X FURNITURE, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state lawINC. AND THE STOCKHOLDERS PARTIES THERETO, A COPY OF WHICH IS ON FILE IN THE OFFICES OF THE CORPORATION."

Transfer of Securities. The Subscriber Such Investor will resell not sell or otherwise dispose of the Subscription Shares any Preferred Stock, Warrants and Notes or Underlying Securities unless (and the shares of Common Stock issuable upon conversion thereofa) only pursuant to a registration statement with respect thereto has become effective under the Securities Act and such Preferred Stock, Warrants and Notes and Underlying Securities have been qualified under applicable state securities laws or pursuant (b) there is presented to the Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Investor (i) to any entity controlled by, or under common control with, such Investor (ii) to a partner or officer of such Investor, (iii) to a partner or officer of the general partner of such Investor, or (iv) to the spouse, lineal descendants, estate, or a trust for the benefit of any of the foregoing or (an available exemption from registration"Investor Affiliate"), provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Investor. Such Subscriber Investor consents that any transfer agent of the Company may be instructed not to transfer any Subscription Shares (Preferred Stock, Warrants, Notes or shares of Common Stock issuable upon conversion of thereof) Underlying Securities unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate (or other instrument) representing such Subscription Shares securities (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, ) the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof )shares, stating in substance: "THE SHARES OF STOCK REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 1933 OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWSLAW." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend Preferred Stock, Warrants or Notes and the surrender of such certificatesecurities, issue a new stock certificate certificate, Warrants or Note without such legend if (A) the Note, Warrants or stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.

Transfer of Securities. The Subscriber will resell or otherwise dispose of the Subscription Shares (a) This Warrant and the Warrant Shares and any shares of Common Stock issuable capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon conversion thereof) only pursuant to registration under compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or pursuant to an available exemption liability arising from registration. Such Subscriber consents that the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any transfer agent interest in either thereof in violation of the Company may be instructed not to transfer provisions of this Warrant. (b) Each certificate for the Warrant Shares and any Subscription Shares (or shares of Common Stock issuable upon conversion capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, a stock dividend thereon or otherwise, and that there may each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued stamped or otherwise imprinted with a legend in substitution therefor, substantially the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substanceform: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE SALE LAW AND NEITHER MAY BE SOLD OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO OTHERWISE TRANSFERRED UNTIL (iI) AN EFFECTIVE A REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWSLAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. The Subscriber will resell or otherwise dispose of Purchaser understands and agrees that the Subscription New Shares (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration have not been registered under the Securities Act or the securities laws of any state and that they may only be sold or otherwise disposed of in compliance with state and federal securities laws and as set forth herein. The Purchaser understands and agrees that each certificate representing the New Shares (other than New Shares which have been transferred in a transaction registered under the Securities Act or exempt from the registration requirements of the Securities Act pursuant to an available exemption from registration. Such Subscriber consents that Rule 144 thereunder or any transfer agent of the Company may be instructed not to transfer any Subscription Shares (similar rule or shares of Common Stock issuable upon conversion of thereofregulation) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, shall bear the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substancelegend: "“THE SHARES OF STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "SECURITIES ACT"), OR LAWS OF ANY STATE SECURITIES LAWS. THE SALE AND MAY NOT BE SOLD OR OTHER DISPOSITION OTHERWISE DISPOSED OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." ” and the Purchaser agrees to transfer the New Shares only in accordance with the provisions of such legend and as set forth herein. The Company shallforegoing legend shall be removed from any New Shares or from the certificates representing such New Shares, upon at the request of any the holder of a stock certificate bearing thereof, at such time as they become eligible for resale pursuant to an effective Registration Statement or Rule 144. Notwithstanding the foregoing legend and subject to compliance with any applicable securities laws, the Purchaser may sell, transfer, assign, pledge or otherwise dispose of the New Shares, in whole or in part, to any of their Associated Companies or the Company. Subject to compliance with any applicable securities laws and the surrender conditions set forth in this Section 10.9, if a Purchaser wishes to transfer New Shares, at Purchaser’s request, and subject to the delivery by Purchaser of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold documentation as may be reasonably requested by the holder thereof in accordance with such registration and qualificationCompany or its counsel, or (B) such holder shall have delivered to the Company shall cause its counsel to issue a legal opinion reasonably satisfactory to the Company Company’s transfer agent if required by the Company’s transfer agent to effect a transfer of any of the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state lawNew Shares.

Transfer of Securities. The Subscriber will resell or otherwise dispose of Each Purchaser understands and agrees that the Subscription Shares (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration Securities have not been registered under the Securities Act or the securities laws of any state and that they may only be sold or otherwise disposed of in compliance with state and federal securities laws. Each Purchaser understands and agrees that each certificate representing the Securities (other than Securities which have been transferred in a transaction registered under the Securities Act or exempt from the registration requirements of the Securities Act pursuant to an available exemption from registration. Such Subscriber consents that Rule 144 thereunder or any transfer agent of the Company may be instructed not to transfer any Subscription Shares (similar rule or shares of Common Stock issuable upon conversion of thereofregulation) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, shall bear the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substancelegend: "“THE SHARES OF STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "SECURITIES ACT"), OR LAWS OF ANY STATE SECURITIES LAWS. THE SALE AND MAY NOT BE SOLD OR OTHER DISPOSITION OTHERWISE DISPOSED OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." ” and such Purchaser agrees to transfer the Securities only in accordance with the provisions of such legend. The Company shallforegoing legend shall be removed from any Securities or from the certificates representing such Securities, upon at the request of any the holder of a stock certificate bearing thereof, at such time as they become eligible for resale pursuant to an effective Registration Statement or Rule 144. Notwithstanding the foregoing legend and subject to compliance with any applicable securities laws, Purchasers may sell, transfer, assign, pledge or otherwise dispose of the Securities, in whole or in part, to any of its Associated Companies or the Company. Subject to compliance with any applicable securities laws and the surrender conditions set forth in this Section 10.9, if a Purchaser wishes to transfer Securities, at such Purchaser’s request, and subject to the delivery by such Purchaser of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold documentation as may be reasonably requested by the holder thereof in accordance with such registration and qualificationCompany or its counsel, or (B) such holder shall have delivered to the Company shall cause its counsel to issue a legal opinion reasonably satisfactory to the Company Company’s transfer agent if required by the Company’s transfer agent to effect a transfer of any of the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state lawSecurities.

Transfer of Securities. The Subscriber will resell or otherwise dispose of Each Purchaser understands and agrees ---------------------- that the Subscription Shares Purchased Securities (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration have not been registered under the Securities Act or pursuant the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or transactions as to which an available exemption from registration. Such Subscriber consents that any transfer agent the registration requirements of the Securities Act and, where applicable, such laws are available. Each Purchaser acknowledges that, except as provided in this Agreement and the NetSelect Stockholders' Agreement, each Purchaser has no right to require the Company may be instructed not to transfer register any Subscription Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, such shares. Each Purchaser understands and agrees that there may be endorsed upon any each certificate representing any of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, shall bear the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substancelegends: "THE SHARES TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY A STOCK PURCHASE AGREEMENT AND A STOCKHOLDERS' AGREEMENT DATED AS OF AUGUST 21, 1998, COPIES OF WHICH ARE ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "SECURITIES ACT"), OR LAWS OF ANY STATE SECURITIES LAWS. THE SALE AND MAY NOT BE SOLD OR OTHER DISPOSITION OTHERWISE DISPOSED OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN AVAILABLE APPLICABLE EXEMPTION FROM TO THE REGISTRATION UNDER THE ACT. THE HOLDER REQUIREMENTS OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") SUCH ACT OR SUCH LAWS AS CONFIRMED BY AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY IN FORM AND FROM COUNSEL REASONABLY ACCEPTABLE TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWSCORPORATION." The second legend set forth in this Section 7.11 shall be removed by the Company shallfrom any certificate evidencing Securities upon delivery to the Company of an opinion by counsel, upon reasonably satisfactory to the request of any holder of Company, that a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered registration statement under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof is at that time in accordance effect with such registration and qualification, or (B) such holder shall have delivered respect to the Company legended security or that such security can be freely transferred in a legal opinion reasonably satisfactory public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.issued the

Transfer of Securities. The Subscriber will resell or otherwise dispose of Each Purchaser understands and agrees ---------------------- that the Subscription Purchased Shares (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration have not been registered under the Securities Act or pursuant the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or transactions as to which an available exemption from registration. Such Subscriber consents that any transfer agent the registration requirements of the Securities Act and, where applicable, such laws are available. Each Purchaser acknowledges that, except as provided in this Agreement and the NetSelect Stockholders' Agreement, each Purchaser has no right to require the Company may be instructed not to transfer register any Subscription Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, such shares. Each Purchaser understands and agrees that there may be endorsed upon any each certificate representing any of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, shall bear the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substancelegends: "THE SHARES TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY A STOCK PURCHASE AGREEMENT AND A STOCKHOLDERS' AGREEMENT DATED AS OF APRIL 9, 1999, COPIES OF WHICH ARE ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "SECURITIES ACT"), OR LAWS OF ANY STATE SECURITIES LAWS. THE SALE AND MAY NOT BE SOLD OR OTHER DISPOSITION OTHERWISE DISPOSED OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN AVAILABLE APPLICABLE EXEMPTION FROM TO THE REGISTRATION UNDER THE ACT. THE HOLDER REQUIREMENTS OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") SUCH ACT OR SUCH LAWS AS CONFIRMED BY AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY IN FORM AND FROM COUNSEL REASONABLY ACCEPTABLE TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWSCORPORATION." The second legend set forth in this Section 7.11 shall be removed by the Company shallfrom any certificate evidencing Securities upon delivery to the Company of an opinion by counsel, upon reasonably satisfactory to the request of any holder of Company, that a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered registration statement under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof is at that time in accordance effect with such registration and qualification, or (B) such holder shall have delivered respect to the legended security or that such security can be freely transferred in a public sale without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Securities. The Company shall waive the requirement of such a legal opinion reasonably satisfactory for customary transfers made pursuant to Rule 144 of the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state lawExchange Act.

Transfer of Securities. The Subscriber Such Investor will resell not sell or otherwise dispose of the Subscription Shares any Series E Preferred Stock and Warrants or Underlying Securities unless (and the shares of Common Stock issuable upon conversion thereofa) only pursuant to a registration statement with respect thereto has become effective under the Securities Act and such Series E Preferred Stock and Warrants and Underlying Securities have been qualified under applicable state securities laws or pursuant (b) there is presented to an available exemption from registrationthe Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Investor (i) to any entity controlled by, or under common control with, such Investor, (ii) to a shareholder, partner or officer of such Investor, (iii) to a shareholder, partner or officer of the general partner of such Investor, (iv) to the spouse, lineal descendants, estate or a trust or for the benefit of any of the foregoing or (v) by operation of law, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Investor. Such Subscriber Investor consents that any transfer agent of the Company may be instructed not to transfer any Subscription Shares (Series E Preferred Stock and Warrants or shares of Common Stock issuable upon conversion of thereof) Underlying Securities unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate (or other instrument) representing such Subscription Shares securities (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, ) the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof )shares, stating in substance: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION THEREFROM UNDER SUCH ACT AND LAWS, IF APPLICABLE. THE SALE OR OTHER DISPOSITION COMPANY, PRIOR TO PERMITTING A TRANSFER OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") SECURITIES, MAY REQUIRE AN OPINION OF COUNSEL, WHICH OPINION IS COUNSEL OR OTHER ASSURANCES SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT IT AS TO COMPLIANCE WITH OR EXEMPTION FROM SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWS." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend Series E Preferred Stock, Warrants or Underlying Securities and the surrender of such certificatesecurities, issue a new stock certificate and Warrants without such legend if (A) the Warrants or stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.

Transfer of Securities. The Subscriber will resell or otherwise dispose (a) Each Purchaser understands ---------------------- and agrees that the shares of the Subscription Shares Series C Preferred Stock and Series D Preferred Stock (and the shares of Common Stock issuable upon conversion thereof) only pursuant to registration have not been registered under the Securities Act or pursuant the securities laws of any state and that they may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such laws or transactions as to which an available exemption from registration. Such Subscriber consents that any transfer agent the registration requirements of the Securities Act and, where applicable, such laws are available. Each Purchaser acknowledges that, except as provided in the Registration Rights Agreement, such Purchaser has no right to require the Company may be instructed not to transfer register any Subscription Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, such shares. Each Purchaser understands and agrees that there may be endorsed upon any each certificate representing such Subscription Shares (and the any of its shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, shall bear the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substancelegends: "THE SHARES TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY A PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 13, 1999, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (1933 OR THE "SECURITIES ACT"), OR LAWS OF ANY STATE SECURITIES LAWS. THE SALE AND MAY NOT BE SOLD OR OTHER DISPOSITION OTHERWISE DISPOSED OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) AN AVAILABLE APPLICABLE EXEMPTION FROM TO THE REGISTRATION UNDER THE ACT. THE HOLDER REQUIREMENTS OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") SUCH ACT OR SUCH LAWS AS CONFIRMED BY AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY IN FORM AND FROM COUNSEL ACCEPTABLE TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWSCORPORATION." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."

Transfer of Securities. The Subscriber will resell No Initial Shareholder shall, directly or otherwise dispose indirectly, Transfer any Voting Trust Certificates except in circumstances where an identical Transfer of Shares would be permitted by the Purchase Agreement, subject to the condition precedent that the transferee shall have entered into an enforceable written agreement satisfactory to the Board of Directors of TW UK agreeing to be bound by all of the Subscription Shares (provisions of this Agreement to the same extent as the transferring Initial Shareholder as if such Voting Trust Certificates were still owned by the Initial Shareholders. Subject to the preceding paragraph, the provisions of the Charter Documents of UK Parent and the shares of Common Stock issuable upon conversion thereof) only pursuant TW UK shall apply to registration under the Securities Act or pursuant to an available exemption from registration. Such Subscriber consents that any transfer agent or purported transfer of any Voting Trust Certificates as they shall to any transfer or purported transfer of any Shares represented thereby. Any Transfer in violation of such restrictions shall cause the Company may transferring holder to lose its rights and privileges with respect to (but shall continue to be instructed not to transfer any Subscription Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereofbound by), and any certificates issued in substitution thereforas applicable, the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substance: "THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR Articles 7, 8, 9, 10, 11 and 12 of the TW UK Charter, (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACTthe corresponding provisions of the Articles and Memorandum of Association of UK Parent, (iii) Articles 10, 11, 12, 13 and 14 of the Purchase Agreement and (iv) all rights to vote or direct the voting of Shares held by the Trustee hereunder pursuant to Section 6 hereof. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORPThe Trustee shall not register such transfer or recognize the intended transferee as the holder of the Voting Trust Certificate for any purpose. ("ONCURE") AN OPINION OF COUNSELTo the extent permitted by law, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSELVoting Trust Certificates shall not be subject to attachment, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWS." The Company shallgarnishment, judicial order, levy, execution or similar process, however instituted, for satisfaction of a judgment or otherwise. Subject to the provisions of the foregoing paragraphs, the Voting Trust Certificates shall be transferable on the books of the Trustee, at such office as the Trustee may designate, by the registered owner thereof, either in person or by attorney duly authorized, upon surrender thereof, according to the request of any rules established for that purpose by the Trustee, and the Trustee may treat the registered holder of a stock certificate bearing the foregoing legend and as owner thereof for all purposes whatsoever, but it shall not be required to deliver new Voting Trust Certificates hereunder without the surrender of such existing Voting Trust Certificates. If a Voting Trust Certificate is lost, stolen, mutilated or destroyed, the Trustee, in its discretion, may issue a duplicate of such certificate upon receipt of (a) evidence of such fact satisfactory to it; (b) indemnity satisfactory to it, including, without limitation, an indemnity bond, sufficient in the judgment of the Trustee, to protect the Trustee, or any agent, from any loss which any of them may suffer if a Voting Trust Certificate is replaced; (c) the existing certificate, issue if mutilated; and (d) its reasonable fees and expenses in connection with the issuance of a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state lawtrust certificate.

Transfer of Securities. The Subscriber Such Preferred Stockholder will resell not sell or otherwise dispose of the Subscription Shares unless (and the shares of Common Stock issuable upon conversion thereofa) only pursuant to a registration statement with respect thereto has become effective under the Securities Act and such Shares have been qualified under applicable state securities laws or pursuant (b) there is presented to an available exemption from registrationthe Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Preferred Stockholder (i) to any entity controlled by, or under common control with, such Preferred Stockholder (ii) to a partner or officer of such Preferred Stockholder, (iii) to a partner or officer of the general partner of such Preferred Stockholder, or (iv) to the spouse, lineal descendants, estate, or a trust for the benefit of any of the foregoing, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Preferred Stockholder. Such Subscriber Preferred Stockholder consents that any transfer agent of the Company may be instructed not to transfer any Subscription Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, ) the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof )shares, stating in substance: "THE SHARES OF STOCK SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE SALE OR OTHER DISPOSITION ABSENCE OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; STATEMENT WITH RESPECT TO THE SECURITIES EVIDENCED BY THIS CERTIFICATE, OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER UNLESS THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH OPINION IS COUNSEL REASONABLY SATISFACTORY TO ONCURE AND ITS COUNSEL, THE COMPANY TO THE EFFECT THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES SUCH ACT AND ANY STATE APPLICABLE SECURITIES LAWSLAWS IS NOT REQUIRED." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.

Transfer of Securities. The Subscriber Such Noteholder will resell not sell or otherwise dispose of the Subscription Preferred Shares unless (and the shares of Common Stock issuable upon conversion thereofa) only pursuant to a registration statement with respect thereto has become effective under the Securities Act and such Preferred Shares have been qualified under applicable state securities laws or pursuant (b) there is presented to an available exemption from registrationthe Company notice of the proposed transfer and, if it so requests, a legal opinion reasonably satisfactory to the Company that such registration and qualification is not required; provided, however, that no such registration or qualification or opinion of counsel shall be necessary for a transfer by such Noteholder (i) to any entity controlled by, or under common control with, such Noteholder (ii) to a partner or officer of such Noteholder, (iii) to a partner or officer of the general partner of such Noteholder, or (iv) to the spouse, lineal descendants, estate, or a trust for the benefit of any of the foregoing, provided the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were such Noteholder. Such Subscriber Noteholder consents that any transfer agent of the Company may be instructed not to transfer any Subscription Preferred Shares (or shares of Common Stock issuable upon conversion of thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, and that there may be endorsed upon any certificate representing such Subscription Shares shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued in substitution therefor, ) the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof )shares, stating in substance: "THE SHARES OF STOCK REPRESENTED SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), 1933 OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SALE OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY STATE SECURITIES LAWSLAW." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law.

Transfer of Securities. The Subscriber will resell or otherwise dispose of the Subscription Shares (a) This Warrant and the Warrant Shares and any shares of Common Stock issuable capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon conversion thereof) only pursuant to registration under compliance with the provisions of the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws with respect to the transfer of such securities. The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or pursuant to an available exemption liability arising from registration. Such Subscriber consents that the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any transfer agent interest in either thereof in violation of the provisions of this Warrant. Notwithstanding the foregoing, it is acknowledged that Holder may transfer the Warrants to its members, provided that prior to doing so, it will provide the Company may be instructed not to with a legal opinion that such transfer is a private placement. (b) Each certificate for the Warrant Shares and any Subscription Shares (or shares of Common Stock issuable upon conversion capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof) unless it receives satisfactory evidence of compliance with the foregoing provisions, a stock dividend thereon or otherwise, and that there may each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be endorsed upon any certificate representing such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof), and any certificates issued stamped or otherwise imprinted with a legend in substitution therefor, substantially the following legend calling attention to the foregoing restrictions on transferability of such Subscription Shares (and the shares of Common Stock issuable upon conversion thereof ), stating in substanceform: "NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE SALE LAW AND NEITHER MAY BE SOLD OR OTHER DISPOSITION OF THESE SHARES IS RESTRICTED AND IN ANY EVENT IS PROHIBITED EXCEPT PURSUANT TO OTHERWISE TRANSFERRED UNTIL (iI) AN EFFECTIVE A REGISTRATION STATEMENT; OR (ii) AN AVAILABLE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE ACT. THE HOLDER OF THIS CERTIFICATE SHALL HAVE DELIVERED TO ONCURE TECHNOLOGIES CORP. ("ONCURE") AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO ONCURE AND ITS COUNSEL, THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWSLAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER." The Company shall, upon the request of any holder of a stock certificate bearing the foregoing legend and the surrender of such certificate, issue a new stock certificate without such legend if (A) the stock evidenced by such certificate has been effectively registered under the Securities Act and qualified under any applicable state securities law and sold by the holder thereof in accordance with such registration and qualification, or (B) such holder shall have delivered to the Company a legal opinion reasonably satisfactory to the Company to the effect that the restrictions set forth herein are no longer required or necessary under the Securities Act or any applicable state law."