21st Century Oncology Holdings, Inc.. SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (2014-09-26)
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 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_ ), (v) parties to this Agreement who are identified as Employees on the signature page hereto (each, an _Employee_ and, collectively, the _Employees_ ), (vi) TCW/Crescent Mezzanine Partners V, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Partners VB, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Partners VC, L.P., a Delaware limited partnership, MAC Equity Holdings, LLC, a Delaware limited liability company (the entities described in this clause (vi), each, a _TCW Holder_ and collectively, _TCW_ )), (vii) New York Life Investment Management Mezzanine Partners II, LP, a Delaware limited partnership, and NYLIM Mezzanine Partners II Parallel Fund, LP, a Delaware limited partnership (the entities described in this clause (vii), each, an _NYLIM Holder_ and collectively, _NYLIM_ )), (viii) each other holder of Company Securities or Holdings Securities who hereafter executes a separate agreement to be bound by the terms hereof (Vestar, the Employees, TCW, NYLIM and each other Person that is or may become a party to this Agreement as contemplated hereby and holds Company Securities are sometimes referred to herein collectively as the _Company Securityholders_ and individually as a _Company Securityholder_ and CPPIB and each other Person (other than the Company) that is or may become a party to this Agreement and holds Holdings Securities are sometimes referred to herein collectively as the _Holdings Securityholders_ and individually as a _Holdings Securityholder_ and the Company Securityholders and the Holdings Securityholders are sometimes referred to herein collectively as the _Securityholders_ and individually as a _Securityholder_ ). Certain capitalized terms used herein are defined in Section 9.1.