ONCURE TECHNOLOGIES CORP.
LOCK-UP AGREEMENT
June 19, 2001
Continuum Capital Partners, Inc.
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Ladies and Gentlemen:
The undersigned, a beneficial owner of shares of the common stock, par
value $0.001 per share (the "Common Stock"), of OnCure Technologies Corp., a
Florida corporation (the "Company"), understands that the Company has filed or
will file with the Securities and Exchange Commission a registration statement
on Form SB-2 for the registration of certain shares of Common Stock (the
"Registration Statement"). In connection therewith, the undersigned believes
that it is in his best interest to provide the following conditions on his
shares of Common Stock.
Except as provided in the following paragraph, the undersigned hereby
agrees that, for a period of twenty-four (24) months subsequent to the date of
the Plan and Agreement of Reorganization, by and among the Company and U.S.
Cancer Care, Inc., the undersigned will not sell, assign, hypothecate, pledge or
otherwise dispose (either pursuant to Rule 144 promulgated under the Securities
Act of 1933, as amended, or otherwise) of any shares of Common Stock registered
in the name of the undersigned or beneficially owned by the undersigned or
subsequently acquired through the exercise of any options, warrants or any
conversion of debt, preferred stock or other security convertible into Common
Stock (collectively, the "Securities"), without the prior written consent of
Continuum Capital Partners, Inc. (the "Investors"). In addition, before any
transfer of Securities may occur, the transferee thereof shall agree in writing
to the terms hereof.
Notwithstanding the foregoing, the undersigned may transfer, sell, assign,
hypothecate, pledge or otherwise dispose of some or all of his Securities (in
accordance with all applicable laws) upon the occurrence of any of the following
events:
(i) the sale of all or substantially all of the Company's assets;
(ii) the average daily trading volume of the Common Stock for the sixty
(60) consecutive trading days preceding the date of determination is
not less than 40,000 shares, provided that the average market price of
the Common Stock is at least $4.00 per share, for the sixty (60)
consecutive trading days preceding the date of determination; and
(iii) the transfer, sale, assignment, hypothecation, pledge or disposal by
the Investors of either (x) 75% of their initial equity interest in
the Company or (y) any amount of their equity interest in the Company
provided that the Investors recoup an amount equal to their initial
investment in the Company.
In addition, the undersigned may transfer, sell, assign, hypothecate, pledge or
otherwise dispose of some or all of his shares of Common Stock (in accordance
with all applicable laws) which were initially acquired by the undersigned in
the May 1998 private placement offering of U.S. Cancer Care, Inc.
This letter agreement shall be binding on the undersigned and his
respective successors, heirs, personal representatives and assigns.
This letter agreement shall be governed by and construed in accordance with
the laws of the State of Florida, without giving effect to conflict of law
principles.
The undersigned has read this letter agreement and has discussed, to the
extent the undersigned deemed necessary, the conditions presented herein with
counsel.
Dated: January 17, 2001 Very truly yours,
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