Exhibit 10.2(c)
SECOND AMENDMENT TO SHAREHOLDER AGREEMENT
This Second Amendment to Shareholder Agreement (this "AMENDMENT") is
made on May 3, 2002, among NOMOS Corporation (the "COMPANY") and the persons
listed on the signature pages hereto (each a "SHAREHOLDER", and collectively,
the "SHAREHOLDERS").
BACKGROUND
The Shareholders and the Company are parties to that certain
Shareholder Agreement dated March 2, 2001 (as amended by the First Amendment to
Shareholder Agreement, dated March 26, 2001, the "SHAREHOLDER AGREEMENT"), which
they now desire to amend to provide for its automatic termination upon the
consummation of a Qualified Public Offering, as defined in the Shareholder
Agreement.
AGREEMENT
The parties hereto, intending to be legally bound, agree as follows:
A. DEFINED TERMS. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Shareholder
Agreement.
B. TERMINATION UPON QUALIFIED PUBLIC OFFERING. Notwithstanding any
contrary terms or provisions of the Shareholder Agreement, the Shareholder
Agreement shall terminate automatically and in its entirety immediately upon the
closing of a Qualified Public Offering.
C. EFFECT ON OTHER PROVISIONS. Except as specifically amended pursuant
to the foregoing Section B, the Shareholder Agreement shall remain in full force
and effect in accordance with its prior terms.
D. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Shareholder Agreement as of the date first written above.
COMPANY
NOMOS CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: President and Chief Executive Officer
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FOUNDER (included as a Shareholder)
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
SHAREHOLDERS
CORPORATE OPPORTUNITIES FUND, L.P.
CORPORATE OPPORTUNITIES FUND
(INSTITUTIONAL), L.P.
By: SMM Corporate Mangement, LLC,
General Partner
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Managing Director
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CROSS-ATLANTIC PARTNERS
CROSS-ATLANTIC PARTNERS II
CROSS-ATLANTIC PARTNERS III
By: /s/ Xxxx Xxxxxx
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Name: CASSIS
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Title: Partner
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SIGNATURE PAGE
TO
SECOND AMENDMENT TO SHAREHOLDER AGREEMENT (CONT'D)
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Xxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
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Xxxxxx Xxxxx
SMH NOMOS, LLC
By: /s/ Xxxxx X. XxXxxxx
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Name: Xxxxx X. XxXxxxx
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Title: Manager
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