AGREEMENT AND PLAN OF MERGER among RADIATION THERAPY SERVICES, INC., RADIATION THERAPY SERVICES HOLDINGS, INC., RTS MERGERCO, INC., and for purposes of Section 7.2 only RADIATION THERAPY INVESTMENTS, LLC dated as of October 19, 2007Merger Agreement • October 29th, 2007 • Vestar Capital Partners v L P • Services-offices & clinics of doctors of medicine • Florida
This AGREEMENT AND PLAN OF MERGER, dated as of October 19, 2007 (this “Agreement”), among Radiation Therapy Services, Inc., a Florida corporation (the “Company”), Radiation Therapy Services Holdings, Inc., a Delaware corporation (“Parent”), RTS MergerCo, Inc., a Florida corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and for purposes of Section 7.2 only, Radiation Therapy Investments, LLC, a Delaware limited liability company (“Holdings”).
SECURITYHOLDERS AGREEMENT DATED AS OF , 2008 BY AND AMONG RADIATION THERAPY INVESTMENTS, LLC AND THE OTHER PARTIES HERETOSecurityholders Agreement • October 29th, 2007 • Vestar Capital Partners v L P • Services-offices & clinics of doctors of medicine • Delaware
This Securityholders Agreement (this “Agreement”) is entered into as of , 2008 by and among (i) Radiation Therapy Investments, LLC, a Delaware limited liability company (the “Company”), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“Vestar V”), Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership, and any investment fund affiliated with Vestar Capital Partners V, L.P. that at any time acquires Securities and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (collectively, “Vestar”), (iii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively, the “Employees”), and (v) each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (Vestar, the Employees and each other Person that is or may become a party to this Agreement as contemplated hereby are sometimes referre
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • October 29th, 2007 • Vestar Capital Partners v L P • Services-offices & clinics of doctors of medicine • Florida
SUPPORT AND VOTING AGREEMENT, dated as of October 19, 2007 (this “Agreement”), by and among Radiation Therapy Investments, LLC, a Delaware limited liability company (“Parent”), Radiation Therapy Services Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Holdings”), and James H. Rubenstein, M.D. (the “Shareholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 29th, 2007 • Vestar Capital Partners v L P • Services-offices & clinics of doctors of medicine
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Radiation Therapy Services, Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of 2008Limited Liability Company Agreement • October 29th, 2007 • Vestar Capital Partners v L P • Services-offices & clinics of doctors of medicine • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of Radiation Therapy Investments, LLC, dated and effective as of , 2008 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among Radiation Therapy Investments, LLC, a Delaware limited liability company (the “Company”), Vestar Capital Partners V, L.P., a Delaware limited partnership (“Vestar V”), Vestar/Radiation Therapy Investments, LLC, a Delaware limited liability company (“Vestar/RTS” and, together with Vestar V, “Vestar”(1)), the persons set forth on the signature pages hereto as Management Members and each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to Vestar or any other Member shall include such Member’s Successors in Interest, to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
