13,333,333 Shares 21st CENTURY ONCOLOGY HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.0001 UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE 21st CENTURY ONCOLOGY HOLDINGS, INC. 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between 21st Century Oncology Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 21st Century Oncology Holdings, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
] Shares 21st CENTURY ONCOLOGY HOLDINGS, INC. SERIES A MANDATORY CONVERTIBLE JUNIOR NON-VOTING PREFERRED STOCK, PAR VALUE $0.0001 UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014 by and between 21st Century Oncology Holdings, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Florida
THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), dated as of May 6, 2014, by and among 21st Century Oncology Holdings, Inc., a Delaware corporation, formerly known as Radiation Therapy Services Holdings, Inc., (the “Company”) and DANIEL E. DOSORETZ (“Executive”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE 21st CENTURY ONCOLOGY HOLDINGS, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between 21st Century Oncology Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 21st Century Oncology Holdings, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
PROFIT SHARING AGREEMENTProfit Sharing Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
This Profit Sharing Agreement (this “Agreement”), which is effective as of July 30, 2010 (the “Effective Date”), is entered into by and between Radiation Therapy Services, Inc., a Florida corporation (“RTS”) and Norton Travis, a natural person (“Travis”). RTS and Travis are sometimes referred to herein each individually as a “Party” and collectively as the “Parties.”
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE 21ST CENTURY ONCOLOGY HOLDINGS, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between 21st Century Oncology Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 21st Century Oncology Holdings, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE 21st CENTURY ONCOLOGY HOLDINGS, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between 21st Century Oncology Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 21st Century Oncology Holdings, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCKHOLDERS AGREEMENTStockholders Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of , 2014, by and among 21st Century Oncology Holdings, Inc., a Delaware corporation (the “Company”) and 21st Century Oncology Investments, LLC, a Delaware limited liability company (“21CI”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE 21st CENTURY ONCOLOGY HOLDINGS, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between 21st Century Oncology Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 21st Century Oncology Holdings, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE 21st CENTURY ONCOLOGY HOLDINGS, INC. 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between 21st Century Oncology Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the 21st Century Oncology Holdings, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT March [·], 2014Securityholders Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
The Company (as defined below) desires to approve, as of the Effective Date (as defined below) this Amendment No. 2 (this “Amendment”) to that certain Amended and Restated Securityholders Agreement of 21st Century Oncology Investments, LLC (formerly known as Radiation Therapy Investments, LLC) (the “Company”), dated as of March 25, 2008 (as amended, modified or supplemented from time to time, the “Securityholders Agreement”). All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Securityholders Agreement.
FORM OF JOINDER AND AMENDMENT AGREEMENTForm of Joinder and Amendment Agreement • May 7th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Joinder and Amendment Agreement (this “Agreement”) to that certain Incentive Unit Grant Agreement, dated as of [·], by and between the Company and Executive (the “Grant Agreement”), is entered into by and among the Company, Executive and 21st Century Oncology Holdings, Inc. (formerly known as Radiation Therapy Services Holdings, Inc., “Holdings”), on this [·] day of 2014. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Grant Agreement.
