FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Effective as of September 26, 2014Limited Liability Company Agreement • September 26th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of 21st Century Investments, LLC (f/k/a Radiation Therapy Investments LLC), a Delaware limited liability company (the “Company”), dated and effective as of September 26, 2014 (this “Agreement”), is approved and adopted by the Board of Managers of the Company on the date hereof with consent of the Vestar Majority Holders and Members in accordance with Section 9.5 of the Prior Agreement (as defined below). 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.
SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF SEPTEMBER 26, 2014 BY AND AMONG 21ST CENTURY ONCOLOGY INVESTMENTS, LLC, 21ST CENTURY ONCOLOGY HOLDINGS, INC. AND THE OTHER PARTIES HERETOSecurityholders Agreement • September 26th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware
This Second Amended and Restated Securityholders Agreement (this “Agreement”) is entered into as of September 26, 2014 by and among (i) 21st Century Oncology Investments, LLC (f/k/a Radiation Therapy Investments, LLC), a Delaware limited liability company (the “Company”), (ii) 21st Century Oncology Holdings, Inc. (f/k/a Radiation Therapy Services Holding, Inc.), a Delaware corporation and a wholly-owned subsidiary of the Company (“Holdings”), (iii) Canada Pension Plan Investment Board, a Canadian federal crown corporation (“CPPIB”), (iv) 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 (“Vestar V-A”), Vestar Executive V, L.P., a Cayman Islands exempted limited partnership, Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership, Vestar/Radiation Therapy Investments, LLC, a Delaware limited liability company (“Vestar/RTI”), and any investment fund a
SUBSCRIPTION AGREEMENT by and among 21st Century Oncology Investments, LLC, 21st Century Oncology Holdings, Inc., 21st Century Oncology, Inc., and Canada Pension Plan Investment Board Dated as of September 26, 2014Subscription Agreement • September 26th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
This SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of September 26, 2014, is by and among 21st Century Oncology Investments, LLC, a Delaware limited liability company (“Parent”), 21st Century Oncology Holdings, Inc., a Delaware corporation (the “Company”), 21st Century Oncology, Inc., a Florida corporation (“Opco”), and Canada Pension Plan Investment Board, a Canadian federal Crown corporation (“Purchaser”; each of Company and Purchaser a “Party”). All capitalized terms not otherwise defined herein shall have the meanings given such terms in Annex A of this Agreement.
21ST CENTURY ONCOLOGY HOLDINGS, INC. WARRANT AGREEMENTWarrant Agreement • September 26th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • New York
WHEREAS, pursuant to the Subscription Agreement, dated as of September 26, 2014 (the “Subscription Agreement”), by and among 21st Century Oncology Investments, LLC, the Company, 21st Century Oncology, Inc., and Canada Pension Plan Investment Board, providing, among other things, for the issuance by the Company of warrants to purchase Common Stock (collectively, the “Warrants,”); and
AMENDMENT TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 26th, 2014 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine
This AMENDMENT TO SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Amendment”) dated as of September 25, 2014, by and between 21ST CENTURY ONCOLOGY HOLDINGS, INC. F/K/A RADIATION THERAPY SERVICES HOLDINGS, INC. (the “Company”), and DANIEL E. DOSORETZ, M.D. (“Executive”).
