EXHIBIT 10.43
RADIATION THERAPY SERVICES, INC.
0000 XXXXXXXX XXXXXXXXX
XXXX XXXXX, XXXXXXX 00000
April 15, 2004
Xxxxxxx Xxxxxxx
Xxxxxx Construction, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Dear Xxxxxxx:
The purpose of this letter ("LOI") is to set forth certain binding
understandings and agreements between Radiation Therapy Services, Inc. ("RTSI"),
Devoto Construction, Inc. ("Devoto") and its shareholders (the "Devoto
shareholders") with respect to the acquisition (the "Acquisition") by RTSI of
all of the outstanding capital stock or all of the assets of Devoto (the
"Transaction"). All terms and conditions of the Transaction shall be pursuant to
all applicable federal, state and local laws.
The terms of the Transaction shall be as follows:
1. Consideration. The consideration to be paid by RSTI to the
Devoto Shareholders under the Transaction will be $3,528,000,
payable at the closing of the Transaction (the "Closing") in
shares of restricted common stock of RTSI. The aggregate
number of shares to be issued to the Devoto Shareholders shall
be based on the initial public offering price per share of
RTSI common stock.
2. Conduct of Business. Pending the execution and delivery of the
definitive acquisition agreement and the Closing, Devoto
agrees to conduct its business as follows, unless otherwise
approved in writing by RTSI:
x. Xxxxxx'x business shall be conducted in substantially
the same manner as it has been
conducted to date.
x. Xxxxxx will not incur any new debt mortgage, pledge,
security interest, lien or restriction of any kind.
x. Xxxxxx will not discharge or satisfy any claims,
liabilities or obligations other than in the usual or
ordinary course of business.
3. Closing Date. The Closing will occur simultaneously on the
date of the closing of RTSI's initial public offering (the
"Closing Date").
4. Definitive Documentation. Additional terms and conditions of
the Transaction will be set forth in a definitive acquisition
agreement (the "Agreement") which terms and conditions shall be
customary for stock or asset purchase transactions between
related parties. The structure of the Transaction as either a
purchase of stock or assets shall be in RTSI's sole discretion.
5. Termination of Covenants. Unless extended in writing by the
parties hereto, the obligations contained in paragraph 2 shall
terminate in the event that the Agreement has not been executed
by all of the parties hereto on or before the Closing Date (as
such date may be extended by the parties as provided herein).
Until this LOI is replaced by the definitive Agreement between the
parties, it is the intent of the parties that this LOI shall be binding on the
parties and their respective successors and assigns.
Very truly yours,
RADIATION THERAPY SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Xxxxx Xxxxxxxxx
Its: Chief Financial Officer
ACCEPTED AND AGREED TO:
DEVOTO CONSTRUCTION, INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Xxxxxxx Xxxxxxx
Its: President
