5

file004.txt

STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 30, 2003.











                             STOCKHOLDERS AGREEMENT

                             ----------------------



         This Stockholders Agreement (the "Agreement") is entered into as of

June 30, 2003, among (i) OnCure Medical Corp., a Delaware corporation (the

"Company"); (ii) the persons and/or entities listed as Common Holders on

Schedule I and any additional person and/or entity that, after the date hereof,

acquires shares of Common Stock (defined below) and join in and become a party

to this Agreement by executing and delivering to the Company an Instrument of

Accession in the form of Schedule II hereto (collectively, the "Common

Stockholders"); (iii) the persons and/or entities listed as Series A

Stockholders on Schedule I attached hereto (the "Series A Stockholders"); (iv)

the persons and/or entities listed as Series B Stockholders on Schedule I (the

"Series B Stockholders"); and (v) the persons and/or entities listed as Series

C-1 Stockholders on Schedule I (the "Series C-1 Stockholders"). The names and

addresses of all parties to this Agreement are set forth on Schedule I.



         WHEREAS, the Company concurrently herewith is issuing to the Series A

Stockholders an aggregate of 10,834 shares of the Company's Series A Convertible

Preferred Stock, $.001 par value per share (the "Series A Preferred Stock"),

pursuant to the Restructuring Agreement dated as of June 30, 2003 among the

Company and the persons signatories thereto (the "Restructuring Agreement");



         WHEREAS, the Company concurrently herewith is issuing to the Series B

Stockholders an aggregate of 150,325 shares of the Company's Series B

Convertible Preferred Stock, $.001 par value per share (the "Series B Preferred

Stock"), pursuant to the Restructuring Agreement;



         WHEREAS, the Company concurrently herewith is issuing to certain of the

Series C-1 Stockholders an aggregate of 77,200 shares of the Company's Series

C-1 Convertible Preferred Stock, $.001 par value per share (the "Series C-1

Preferred Stock"), pursuant to the Restructuring Agreement;



         WHEREAS, one of the Series C-1 Stockholders, Laurel Holdings II, L.L.C.

("Laurel Holdings"), is purchasing, concurrently herewith, an aggregate of

240,000 shares of Series C-1 Preferred Stock pursuant to the Securities Purchase

Agreement of even date herewith among the Company, certain of the Company's

subsidiaries and Laurel Holdings (the "Securities Purchase Agreement");



         WHEREAS, in order to induce the Series A Stockholders, Series B

Stockholders and certain of the Series C-1 Stockholders to agree to a capital

restructuring of the Company and one of the Series C-1 Stockholders to make a

new investment in the Company, the Company has agreed with the parties hereto to

enter into this Stockholders Agreement;



         NOW, THEREFORE, in consideration of the mutual covenants herein

contained and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree as follows:













         1.   Certain Definitions. As used in this Agreement, the following

terms shall have the following respective meanings (such meanings shall be

equally applicable to both the singular and the plural forms of the terms

defined):



              "Affiliate" means, as to any specified Person, any other

Person controlling, controlled by or under common control with such specified

Person.



              "Amended and Restated Charter" shall have the meaning ascribed

to such term in Section 7 below.



              "Board of Directors" means the Board of Directors of the Company,

as constituted from time to time.



              "Charter" means the certificate of incorporation of the Company,

as may be amended and/or restated from time to time.



              "Closing Date" means June 30, 2003.



              "Common Stock" means the Common Stock, $0.001 par value per share,

of the Company, as constituted as of the date of this Agreement.



              "Company Sale Transaction" means (i) an acquisition of the Company

by another Person (other than Laurel Holdings or any of its Affiliates or

transferees) by means of any transaction or series of related transactions

(including, without limitation, any reorganization, merger or consolidation)

that would result in the transfer of fifty percent (50%) or more of the

outstanding voting power of the Company or in which the stockholders of the

Company immediately prior to such transaction would own, as a result of such

transaction, less than a majority of the voting securities, in the same relative

proportions, of the successor or surviving corporation immediately thereafter,

(ii) a sale of all or substantially all of the assets of the Company or (iii)

any liquidation or dissolution of the Company.



              "Exchange Act" means the Securities Exchange Act of 1934, as

amended.



              "fully-diluted basis" -- For purposes of this Agreement, when a

given number of shares of Common Stock held or outstanding is to be determined

on a "fully-diluted basis", such number shall include shares of Common Stock

deemed to be held or outstanding assuming the exercise by the holder(s) thereof

of all options (whether vested or unvested but excluding all stock options

issued prior to the Closing Date), warrants or other rights to acquire Common

Stock or securities convertible into or exchangeable for Common Stock, and then

the conversion and exchange by such holder(s) of all securities of the Company

convertible into or exchangeable for Common Stock.



              "Holder" means each of the Common Stockholders, Series A

Stockholders, Series B Stockholders and Series C-1 Stockholders.





                                      -2-







              "Person" shall mean an individual, corporation, partnership, joint

venture, trust, or unincorporated organization, or a government or any agency or

political subdivision thereof.



              "Preferred Holder" means each of the Series A Stockholders, Series

B Stockholders and Series C-1 Stockholders.



              "Preferred Stock" means the Preferred Stock, $0.001 par value per

share, of the Company.



              "Qualified Offering" shall mean a firm commitment underwritten

public offering of shares of the Company's Common Stock in which (i) the

aggregate net proceeds to the Company are at least $60 million and (ii) the

price paid by the public for such shares is at least $.50 per share (subject to

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC