UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Theragenics Corporation

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

883375107

(CUSIP Number)

Richard W. Holmes, Jr.

Fifth Third Bank

38 Fountain Square Plaza, MD 10AT76

Cincinnati, Ohio 45263

(513) 534-6030

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 2, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

*The Reporting Person disclaims beneficial ownership with respect to the Shares.

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Item 1. Security and Issuer.

This Statement on Schedule 13D relates to the common stock, par value $.01 per share (the “Shares”), of Theragenics Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 5203 Bristol Industrial Way, Buford, Georgia, 30518.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by Fifth Third Capital Holdings, LLC, a Delaware limited liability company (the “Reporting Person”).

(b) The address of the principal office of the Reporting Person is 38 Fountain Square Plaza, Cincinnati, Ohio 45263.

(c) The principal business of the Reporting Person is to invest in the capital stock of various persons.

(d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds and Other Consideration.

In connection with its equity contribution, from its working capital, to Juniper TGX Investment Partners, LLC (“Equity LLC”), a Delaware limited liability company formed to hold equity in Juniper Holdings, Inc. (“ParentCo”), the Reporting Person may be deemed to be the beneficial owner of the securities discussed in Item 5.

Pursuant to that certain Escrow Agreement, dated August 2, 2013 (the “Escrow Agreement”), the Reporting Person agreed, subject to certain conditions, to contribute $5.5 million in cash to ParentCo, through a contribution to Equity LLC, in exchange for equity securities of Equity LLC, and providing for the rights, contemplated by that certain Interim Investors Agreement (as defined below), for the purpose of funding a portion of the aggregate merger consideration pursuant to the Merger Agreement (as defined below) and to pay related fees and expenses. This summary of the Escrow Agreement does not purport to be complete and is qualified in its entirety by reference to the Escrow Agreement, which is attached hereto as Exhibit A and incorporated by reference in its entirety into this Item 3.

The aggregate value of the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger, dated as of August 2, 2013, between Juniper Acquisition Corporation, a Delaware corporation (“MergerCo”) and the Issuer (the “Merger Agreement”), which are described in Item 4 below, is approximately $69.5 million.

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Item 4. Purpose of Transaction.

The purpose of the Transactions is to acquire all of the outstanding Shares. If the Transactions are consummated, the Shares will be delisted from the New York Stock Exchange and will cease to be registered under the Act, and the Issuer will be privately held by the Reporting Person, certain other investors, in each case, indirectly through such parties equity interest in Equity LLC.

MergerCo, Juniper Investment Company, LLC (“Juniper Investment Company”), Equity LLC and the Reporting Person entered into an Interim Investors Agreement, dated as of August 2, 2013 (the “Interim Investors Agreement”), which will govern their conduct in respect of the Transactions between the time of the signing of the Merger Agreement and the effective time of the merger contemplated thereby or the termination of the Merger Agreement, whichever is earlier, including matters such as determining whether any closing condition contained in the Merger Agreement has been satisfied or shall be waived by MergerCo. This summary of the Interim Investors Agreement does not purport to be complete and is qualified in its entirety by reference to the Interim Investors Agreement, which is attached hereto as Exhibit B and incorporated by reference in its entirety into this Item 4.

Item 5. Interest in Securities of the Issuer.

(a)-(b) The percentages used herein are calculated based upon 31,061,883 Shares outstanding at May 6, 2013, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013.

As a result of the matters described in Item 4 above, the Reporting Person may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Act. Accordingly, the Reporting Person, by virtue of its interest in Equity LLC, may be deemed to be the beneficial owner of 2,198,744 Shares, constituting approximately 7.08% of the Shares outstanding as of March 31, 2013. In addition, by virtue of the Interim Investors Agreement (as defined in Item 4 above), the Reporting Person may be deemed to share voting power and dispositive power with respect to the Shares. The Reporting Person hereby disclaims beneficial ownership with respect to the Shares.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by the Schedule 13D.

(c) There have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by the Reporting Person or, to its knowledge, any other person or entity referred to in Item 2 of this Schedule 13D.

(d) To the knowledge of the Reporting Person, the Reporting Person does not have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Schedule 13D.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth or incorporated by reference in Item 4 is incorporated by reference in its entirety into this Item 6.

Item 7. Materials to be Filed as Exhibits.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2013

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Exhibit A

ESCROW AGREEMENT

ESCROW AGREEMENT (as may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 2, 2013 by and among Juniper Investment Company, LLC, a Delaware limited liability company (“Juniper”), Fifth Third Capital Holdings, LLC, a Delaware limited liability company (“Fifth Third”, and, together with Juniper, sometimes referred to individually as a “Party” and collectively as the “Parties”) and JPMorgan Chase Bank, NA (the “Escrow Agent”).

WHEREAS, pursuant to the terms of a letter agreement, dated August 2, 2013, Fifth Third has agreed to contribute certain funds (the “Contribution”) to Juniper TGX Investment Partners, LLC, a Delaware limited liability company and the indirect parent of Juniper Acquisition Corporation (“MergerCo”) in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of August 2, 2013 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Merger Agreement, provided that it is understood and agreed that the Escrow Agent shall have no knowledge of any term not defined within this Escrow Agreement), by and between MergerCo and Theragenics Corporation, a Delaware corporation; and

WHEREAS, the Parties have agreed that Fifth Third shall deposit the Contribution in escrow and wish such deposit to be subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Appointment. The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.

2. Fund. Fifth Third has deposited on the date hereof with the Escrow Agent the sum of $5,500,000.00 (the “Escrow Deposit”). The Escrow Agent hereby acknowledges receipt thereof and shall hold the Escrow Deposit and shall invest and reinvest the Escrow Deposit and the proceeds thereof (“Fund”) in a JPMorgan Money Market Deposit Account (“MMDA”) or a successor or similar investment offered by the Escrow Agent and as shall be acceptable to the Parties, unless otherwise instructed in writing by Juniper and as shall be acceptable to the Escrow Agent. An MMDA has rates of compensation that may vary from time to time as determined by the Escrow Agent based upon market conditions. The Parties recognize and agree that instructions to make any other investment (“Alternative Investment”) must be in writing and executed by an Authorized Representative (as defined in Section 3 below) of Juniper, and shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect to any Alternative Investment directed hereunder; including charging any applicable agency fee or trade execution fee in connection with each transaction. The Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Fund or the

purchase, sale, retention or other disposition of any investment described herein, and the Escrow Agent shall not have any liability for any loss in an investment made pursuant to the terms of this Agreement. Market values, exchange rates and other valuation information (including market value, current value or notional value) of any Alternative Investment furnished in any report or statement may be obtained from third party sources and is furnished for the exclusive use of the Parties. The Escrow Agent has no responsibility whatsoever to determine the market or other value of any Alternative Investment and makes no representation or warranty, express of implied, as to the accuracy of any such valuations or that any values necessarily reflect the proceeds that may be received on the sale of an Alternative Investment. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment made pursuant to the terms of this Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of an Authorized Representative of Juniper to give the Escrow Agent instructions to invest or reinvest the Fund. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. All interest or other income earned under this Agreement shall be allocated to the Party or Parties receiving a distribution from the Fund in proportion to the distribution from the Fund received by such Party or Parties and reported by the Escrow Agent to the IRS or any other taxing authority on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Deposit by the Party receiving such distribution of funds. For this purpose, a party to whom income is allocated shall provide the Escrow Agent with duly executed copies of IRS Form W-9 or IRS Form W-8 BEN (or other appropriate form) and other documents as the Escrow Agent may reasonably request. The Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, and shall remit such taxes to the appropriate authorities. The Parties hereby represent to the Escrow Agent that no other tax reporting of any kind is required given the underlying transaction giving rise to this Agreement.

3. Disposition and Termination. On or prior to the earlier of (i) the Closing Date, and (ii) the date that the Guaranty, dated as of August 2, 2013, delivered by Juniper TGX Investment Partners, LLC to the Company is terminated or no longer in full force and effect, Juniper shall provide the Escrow Agent with a duly executed written instruction, in the manner specified in Section 3(b) hereof, specifying therein the portion of the Fund that should be distributed, by wire transfer of immediately available funds to such account or accounts as may be designated in writing by Juniper no later than two (2) Business Days prior to the date of payment.

(b) Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Fund, must be in writing or set forth in a Portable Document Format (“PDF”), executed by Juniper as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth in Schedule 1 (each an “Authorized Representative”), and delivered to the Escrow Agent only by confirmed facsimile or attached to an email on a Business Day only at the fax number or email address set forth in Section 8 below. No instruction for or related to the transfer or distribution of the Fund shall be deemed delivered and effective unless the Escrow Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and as evidenced by a confirmed transmittal to Juniper’s transmitting fax number or email address and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. The Escrow Agent shall not be

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liable to any Party or other person for reasonably refraining from acting upon any instruction for or related to the transfer or distribution of the Fund if delivered to any other fax number or email address, including a valid email address of any employee of the Escrow Agent. The Parties each acknowledge that Juniper, in connection with any disbursement from the Fund, shall first send to the Escrow Agent, and the Escrow Agent shall receive, written instruction delivered in accordance with this section, designating the account(s) and specifying the wire transfer instructions for such account(s) that are due to receive any disbursement from the Fund under this Agreement.

(c) In the event any other funds transfer instructions are set forth in a permitted instruction from Juniper in accordance with Section 3(a), the Escrow Agent is authorized to seek confirmation of such funds transfer instructions by a single telephone callback to one of the Authorized Representatives, and the Escrow Agent may rely upon the confirmation of anyone purporting to be that Authorized Representative as long as the Escrow Agent believes that such confirmation is genuine. The persons and telephone numbers designated for callbacks may be changed only in a writing executed by Authorized Representatives of Juniper and actually received by the Escrow Agent via facsimile or as attached as a PDF attached to an e-mail. No funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. The Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or the intermediary bank (if applicable) included in a fund transfer instruction provided by Juniper and confirmed by an Authorized Representative.

(d) As used in this Section 3, “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth below is authorized or required by law or executive order to remain closed. The Parties acknowledge that the security procedures set forth in this Section 3 are commercially reasonable and that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Internet and the Parties hereby expressly assume such risks.

(e) Termination. Upon delivery of the Fund by the Escrow Agent, this Agreement shall terminate automatically and without any further action by the parties hereto, subject to the provisions of Section 6.

4. The Escrow Agent. The Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent has no knowledge of, nor any requirement to comply with, the terms and conditions of any other agreement between the Parties, nor shall the Escrow Agent be required to determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. The Escrow Agent may conclusively rely upon any written notice, document, instruction or request delivered by the Parties believed by it to be genuine and to have been signed by an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and the Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent

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that the Escrow Agent’s gross negligence or willful misconduct was the cause of any direct loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event the Escrow Agent receives instructions, claims or demands from any Party hereto which conflict with the provisions of this Agreement, the Escrow Agent shall be entitled either to (a) refrain from taking any action until it shall be given a written direction executed by Authorized Representatives of Juniper which eliminates such conflict or (b) file an action in interpleader. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including the Escrow Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

5. Resignation; Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to both Parties specifying a date when such resignation shall take effect (which date may not be effective prior to the expiration of such 30-day notice period). The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, appointed by the Parties, or such other person designated by the Parties, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery, the Escrow Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation date, the Parties have failed to appoint a successor escrow agent, or to instruct the Escrow Agent to deliver the Fund to another person as provided above, at any time on or after the effective resignation date, the Escrow Agent either (a) may interplead the Fund with a court of competent jurisdiction, or (b) appoint a successor escrow agent of its own choice. Any appointment of a successor escrow agent shall be binding upon the Parties and no appointed successor escrow agent shall be deemed to be an agent of the Escrow Agent. The Escrow Agent shall deliver the Fund to any appointed successor escrow agent, at which time the Escrow Agent’s obligations under this Agreement shall cease and terminate. Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Agreement without further act.

6. Compensation. The Parties agree jointly and severally to pay the Escrow Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing by the parties hereto, shall be as described in Schedule 2.

7. Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay or reimburse the Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including the fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment)

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(collectively “Losses”), arising out of or in connection with (a) the Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; and (b) the Escrow Agent’s following any instructions or directions from the Parties received in accordance with this Agreement, except to the extent that following any such instruction or direction is expressly forbidden by the terms herein. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement.

8. Notices. All communications hereunder shall be in writing or set forth in a PDF attached to an email, and all instructions from a Party or the Parties to the Escrow Agent shall be executed by an Authorized Representative, and shall be delivered in accordance with the terms of this Agreement by facsimile, email, overnight courier service or by registered or certified mail (postage prepaid, return receipt requested) only to the appropriate fax number, email address, or notice address set forth for each party as follows:

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9. Compliance with Court Orders. In the event that any of the Fund shall be attached, garnished, levied upon, or otherwise be subject to any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all such orders to the extent so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such order it shall not be liable to any of the Parties hereto or to any other person by reason of such compliance notwithstanding such order be subsequently reversed, modified, annulled, set aside or vacated.

10. Amendment. This Agreement may not be amended, and no provision hereof waived or modified, except by an instrument in writing signed by each of the parties hereto.

11. Assignment. Neither this Agreement nor any right or interest hereunder may be assigned by operation of law or otherwise by any Party without the express written consent of the Escrow Agent and the other Party (which consent may be granted or withheld in the sole discretion of Juniper or Fifth Third, as applicable) and any such assignment or attempted assignment without such consent shall be void; provided, that either Party may assign all or a portion of its rights and obligations to any Affiliates or any funds managed, advised or controlled by such Party, or any of its respective Affiliates (“Affiliated Funds”), or to entities governed by an Affiliate or an Affiliated Fund of such Party; provided, however, that, any such assignment shall not relieve such Party of its obligations hereunder. Notwithstanding anything to the contrary in this Section 11, in no event shall the Escrow Agent be obligated hereunder to (x) make any payments from the Fund directly to any assignee of any rights under this Agreement, or (y) obey any written instructions delivered pursuant hereto from an assignee of any rights under this Agreement, unless, in the case of clauses (x) and (y), such assignee has become a party to this Agreement and provided the Escrow Agent with any and all Patriot Act documentation reasonably required by the Escrow Agent.

12. Governing Law. This Agreement and the obligations hereunder will be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this letter agreement.

13. Jurisdiction. Each party to this Agreement, by its execution hereof, irrevocably agrees that any Legal Action or proceeding with respect to this Agreement and the rights and

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obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other parties hereto or their successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

14. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any Legal Action arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each party to this Agreement certifies and acknowledges that (a) no Representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a Legal Action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this letter agreement by, among other things, the mutual waivers and certifications in this Section 15.

15. Severability. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision will be substituted for that provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (b) the remainder of this Agreement and the application of that provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction.

16. Compliance. The Parties represent, warrant and covenant that each document, notice, instruction or request provided by such Party to the Escrow Agent shall comply with applicable Laws and regulations.

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17. No Third Party Beneficiaries. Except as expressly provided in Section 7 hereof, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or in respect of the Fund or this Agreement.

18. Interpretation and Rules of Construction. Definitions will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. All references in this Agreement to Sections and Schedules refer to Sections of, and Schedules to, this Agreement unless the context requires otherwise. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. The words “include,” “includes” and “including” are not limiting and will be deemed to be followed by the phrase “without limitation” except when preceded by a negative predicate. The phrases “herein,” “hereof,” “hereunder” and words of similar import will be deemed to refer to this Agreement as a whole, including the Schedules hereto, and not to any particular provision of this Agreement. The word “or” will be inclusive and not exclusive unless the context requires otherwise. Unless the context requires otherwise, any agreements, documents, instruments or Laws defined or referred to in this Agreement will be deemed to mean or refer to such agreements, documents, instruments or Laws as from time to time amended, modified or supplemented, including (a) in the case of agreements, documents or instruments, by waiver or consent and (b) in the case of Laws, by succession of comparable successor statutes. All references in this Agreement to any particular Law will be deemed to refer also to any rules and regulations promulgated under that Law. References to a Person also refer to its predecessors and successors and permitted assigns.

19. Counterparts. This Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. The execution and delivery of this Agreement may be effected by facsimile or any other electronic means such as PDF files. This Agreement will become effective when each party to this Agreement will have received counterparts signed by all of the other parties.

20. Force Majeure. No party to this Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

JUNIPER INVESTMENT COMPANY, LLC

By: /s/ John Bartholdson                            

Name: John Bartholdson

Title: Managing Member

[Signature Page to Escrow Agreement]

FIFTH THIRD CAPITAL HOLDINGS, LLC

By:  /s/ Vanessa Indriolo Vreeland                        

Name: Vanessa Indriolo Vreeland

Title: SUP & Managing Director, Priv. Equity

[Signature Page to Escrow Agreement]

JPMORGAN CHASE BANK, NA,

as the Escrow Agent

By: /s/ Ilona Kandarova                        

Name: Ilona Kandarova

Title: Vice President

[Signature Page to Escrow Agreement]

SCHEDULE 1

Telephone Numbers and Authorized Signatures for

Person(s) Designated to Give Instructions and Confirm Funds Transfer Instructions

For Juniper:

All instructions, including funds transfer instructions, whether transmitted by facsimile or set forth in a PDF attached to an email, must include the signature of the Authorized Representative authorizing said funds transfer.

SCHEDULE 2

Schedule of Fees for the Escrow Agent Services

Based upon our current understanding of your proposed transaction, our fee proposal is as follows:

Account Acceptance Fee                                                          Waived

Encompassing review, negotiation and execution of governing documentation, opening of the account, and completion of all due diligence documentation. Payable upon closing.

Administration Fee                                                                    $2,500.00

The Administration Fee covers our usual and customary ministerial duties, including record keeping, distributions, document compliance and such other duties and responsibilities expressly set forth in the governing documents for each transaction. Payable upon closing.

Extraordinary Services and Out-of-Pocket Expenses

Any additional services beyond our standard services as specified above, and all reasonable out-of-pocket expenses including attorney’s or accountant’s fees and expenses will be considered extraordinary services for which related costs, transaction charges, and additional fees will be billed at the Bank’s then standard rate. The Escrow Agent may impose, charge, pass-through and modify fees and/or charges for any account established and services provided by the Escrow Agent, including transaction, maintenance, balance-deficiency, and service fees, agency or trade execution fees, and other charges, including those levied by any governmental authority.

Fee Disclosure & Assumptions: Please note that the fees quoted are based on a review of the transaction documents provided and an internal due diligence review. The Escrow Agent reserves the right to revise, modify, change and supplement the fees quoted herein if the assumptions underlying the activity in the account, level of balances, market volatility or conditions or other factors change from those used to set our fees, subject to the consent of the Parties, which shall not be unreasonably withheld. Payment of the invoice is due upon receipt.

The escrow deposit shall be continuously invested in a JPMorgan Chase Bank money market deposit account (“MMDA”) and have rates of compensation that may vary from time to time as determined by the Escrow Agent based upon market conditions.

Disclosures and Agreements

Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, you acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm your identity including name, address and organizational documents (“identifying information”). You agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.

OFAC Disclosure. The Escrow Agent is required to act in accordance with the laws and regulations of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including regulations issued by the U.S. Office of Foreign Assets Control. The Escrow Agent is not obligated to execute payment orders or effect any other transaction where the beneficiary or other payee is a person or entity with whom the Escrow Agent is prohibited from doing business by any law or regulation applicable to the Escrow Agent, or in any case where compliance would, in the Escrow Agent’s opinion, conflict with applicable law or banking practice or its own policies and procedures. Where the Escrow Agent does not execute a payment order or effect a transaction for such reasons, the Escrow Agent may take any action required by any law or regulation applicable to the Escrow Agent including freezing or blocking funds.

Abandoned Property. The Escrow Agent is required to act in accordance with the laws and regulations of various states relating to abandoned property and, accordingly, shall be entitled to remit dormant funds to any state as abandoned property in accordance with such laws and regulations.

THE FOLLOWING DISCLOSURES ARE REQUIRED TO BE PROVIDED UNDER APPLICABLE U.S. REGULATIONS, INCLUDING FEDERAL RESERVE REGULATION D. WHERE SPECIFIC INVESTMENTS ARE NOTED BELOW, THE DISCLOSURES APPLY ONLY TO THOSE INVESTMENTS AND NOT TO ANY OTHER INVESTMENT.

Demand Deposit Account Disclosure. The Escrow Agent is authorized, for regulatory reporting and internal accounting purposes, to divide an escrow demand deposit account maintained in the U.S. in which the Fund is held into a non-interest bearing demand deposit internal account and a non-interest bearing savings internal account, and to transfer funds on a daily basis between these internal accounts on the Escrow Agent’s general ledger in accordance with U.S. law at no cost to the Parties. The Escrow Agent will record the internal accounts and any transfers between them on the Escrow Agent’s books and records only. The internal accounts and any transfers between them will not affect the Fund, any investment or disposition of the Fund, use of the escrow demand deposit account or any other activities under this Agreement, except as described herein. The Escrow Agent will establish a target balance for the demand deposit internal account, which may change at any time. To the extent funds in the

demand deposit internal account exceed the target balance, the excess will be transferred to the savings internal account, unless the maximum number of transfers from the savings internal account for that calendar month or statement cycle has already occurred. If withdrawals from the demand deposit internal account exceeds the available balance in the demand deposit internal account, funds from the savings internal account will be transferred to the demand deposit internal account up to the entire balance of available funds in the savings internal account to cover the shortfall and to replenish any target balance that the Escrow Agent has established for the demand deposit internal account. If a sixth transfer is needed during a calendar month or statement cycle, it will be for the entire balance in the savings internal account, and such funds will remain in the demand deposit internal account for the remainder of the calendar month or statement cycle.

MMDA Disclosure and Agreement. If MMDA is the investment for the escrow deposit as set forth above or anytime in the future, you acknowledge and agree that U.S. law limits the number of pre-authorized or automatic transfers or withdrawals or telephonic/electronic instructions that can be made from an MMDA to a total of six (6) per calendar month or statement cycle or similar period. The Escrow Agent is required by U.S. law to reserve the right to require at least seven (7) days notice prior to a withdrawal from a money market deposit account.

Unlawful Internet Gambling. The use of any account to conduct transactions (including the acceptance or receipt of funds through an electronic funds transfer, or by check, draft or similar instrument, or the proceeds of any of the foregoing) that are related, directly or indirectly, to unlawful Internet gambling is strictly prohibited.

Exhibit B

INTERIM INVESTORS AGREEMENT

THIS INTERIM INVESTORS AGREEMENT (this “Agreement”) is made as of August 2, 2013, by and among Juniper Acquisition Corporation, a Delaware corporation (“MergerCo”), Juniper Investment Company, LLC, a Delaware limited liability company (“Juniper”), Juniper TGX Investment Partners, LLC, a Delaware limited liability company (“Equity LLC”), and the individuals and entities set forth on Schedule I attached hereto (such individuals and entities being, the “Equity Investors” and, together with Juniper, the “Investors”).

WHEREAS, on the date hereof, MergerCo and Theragenics Corporation, a Delaware corporation (the “Company”), have executed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which MergerCo will be merged with and into the Company (the “Merger”), with the Company surviving the Merger (in such capacity, the “Surviving Corporation”);

WHEREAS, on the date hereof, each of the Equity Investors has either (i) made an equity investment in Equity LLC in an amount set forth opposite such Equity Investor’s name on Schedule I, or (ii) executed a letter agreement in favor of Equity LLC, in which each such Equity Investor has agreed, subject to the terms and conditions set forth therein, to make an equity investment in Equity LLC (or its affiliate) at the time of completion of the Merger (each, an “Equity Commitment Letter”), copies of which are attached as Exhibit A hereto;

WHEREAS, on the date hereof, Juniper (or one of its affiliates) has executed letter agreements in favor of Equity LLC in which Juniper (or such affiliate) has agreed, subject to the terms and conditions set forth therein, (i) to make an equity investment in Equity LLC (or its affiliate) at the time of completion of the Merger (the “Juniper Equity Commitment Letter”) and (ii) to contribute (or cause to be contributed) to Equity LLC (or its affiliate) certain equity of the Company (the “Rollover Commitment Letter” and, together with the Equity Commitment Letters and the Juniper Equity Commitment Letter, the “Commitment Letters”), copies of which are attached as Exhibit B hereto;

WHEREAS, on the date hereof, Equity LLC has executed a guarantee in favor of the Company in which Equity LLC has agreed, subject to the terms and conditions set forth therein, to absolutely, unconditionally and irrevocably guarantee to the Company the payment of the obligations of MergerCo under Section 7.6(c) and Section 7.6(d) of the Merger Agreement (the “Guaranty”), a copy of which is attached as Exhibit C hereto; and

WHEREAS, the parties wish to agree to certain terms and conditions that will govern the actions of MergerCo and the relationship among the Investors with respect to the Merger Agreement, the transactions contemplated thereby, and the other letters and agreements entered into in connection with the transactions contemplated thereby and by such other letters and agreements.

NOW, THEREFORE, the parties hereto hereby agree as follows:

I. EFFECTIVENESS; DEFINITIONS.

Section 1.1 Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to this Section 1.1, Sections 2.5(a), 2.6, 2.8, 2.9 and 2.10, and Article III, which Sections and Article shall survive termination) upon the earlier of (i) the Effective Time of the Merger and (ii) the termination of the Merger Agreement; provided that any liability for failure to comply with the terms of this Agreement shall survive the termination of this Agreement.

Section 1.2 Definitions. Certain terms are used in this Agreement as specifically defined in Section 3.1 hereof. Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement.

II. AGREEMENTS AMONG THE INVESTORS.

Section 2.1 Actions Under the Merger Agreement.

(a) All actions and decisions of the Investors or MergerCo relating to the Merger Agreement and any related agreements, including any negotiations relating to any of the foregoing, shall require the prior approval of the Majority Investors, and such Majority Investors may cause MergerCo to take any action or refrain from taking any action in order for MergerCo to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement or any related agreement, including causing MergerCo to (i) amend or agree to an amendment of the Merger Agreement, (ii) waive or determine to be satisfied any condition to closing specified in the Merger Agreement (each, a “Closing Condition”) or (iii) determine any Closing Condition not to be satisfied. MergerCo shall not, and the Investors shall not permit MergerCo to, without the prior consent of the affected Investor, amend, or agree to any amendment of, the Merger Agreement in a manner that (1) discriminates against an Investor relative to the other Investors in a manner that is materially adverse to such Investor or (2) would require any amendment to the Commitment Letter of such Investor.

Section 2.2 Debt Financing. Juniper may cause MergerCo to negotiate, enter into and borrow under definitive agreements relating to debt financing to be provided at the Closing.

Section 2.3 Management Arrangements. With respect to the terms of any employment, compensation, rollover equity and equity incentives and/or the adoption of policies or plans affecting management or other employees of the Company that would be in effect after the Effective Time, the parties agree that Juniper shall have authority and responsibility, subject to the terms of the Merger Agreement, provided that with respect to any such matters as are not in the ordinary course consistent with past practice, Juniper shall consult with the Equity Investors in advance of taking any such action.

Section 2.4 Post-Closing Investors Agreement. Each Investor agrees to enter into definitive documentation, negotiated in good faith with the other Investors, for an investors agreement (or similar agreement) and other ancillary agreements with respect to their investment in Equity LLC, to be effective as of the Closing, which, taken together, reflect the terms contained in the term sheet attached hereto as Exhibit D and include such other terms as may be negotiated in good faith.

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Section 2.5 Equity Commitments; Indemnification.

(a) Each of the Investors hereby acknowledges that the investments or commitments made to Equity LLC or under such Investor’s Commitment Letter, as applicable (each, a “Commitment”) are obligations that are individual and not joint or several. However, notwithstanding the individual nature of the Commitments, each Investor (the “Indemnifying Investor”) hereby agrees to indemnify Equity LLC and each other Investor (each, an “Indemnified Investor”) from any and all losses, liabilities, damages, judgments, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of (i) any failure by such Indemnifying Investor to fund or otherwise satisfy its Commitment as and when required under such Indemnifying Investor’s Commitment Letter, including by reason of the final determination of a court of competent jurisdiction that such Indemnifying Investor’s determination that one or more Closing Conditions have not been satisfied, was incorrect, (ii) any failure by such Indemnifying Investor to perform its obligations in all material respects, or any failure of its representations and warranties to be true and accurate in all material respects, under this Agreement or (iii) any obligation under this Agreement being or becoming void, voidable, unenforceable or ineffective as against such Indemnifying Investor for any reason whatsoever. No Investor shall have any liability to any other Investor by reason of exercising its rights to refuse to waive any Closing Condition that has not actually been satisfied prior to the Closing or its correct determination that a Closing Condition has not been fulfilled.

(b) Each Investor that has executed a Commitment Letter agrees that it shall comply with the terms of such Commitment Letter.

(c) To the extent that it would be possible to consummate the Merger with the Investors contributing less than the full amount of their aggregate Commitments, the Investors may, by the consent of the Majority Investors, reduce the amount of each Investor’s Commitment on a pro rata basis; provided, that no such reduction shall be applied in connection with adding an additional source of equity financing without the consent of the Investor being reduced.

(d) In the event that the Majority Investors (i) determine to close the Merger and (ii) have delivered to each Investor a written notice (a “Commitment Notice”) stating that (1) the Majority Investors have determined that all Closing Conditions have been satisfied or the Majority Investors have determined to waive all unsatisfied Closing Conditions and (2) each such Majority Investor has either funded or is prepared to fund its Commitment in connection with the consummation of the Merger (each such Majority Investor, a “Closing Majority Investor”) then such Closing Majority Investors may, in their discretion, (A) terminate the participation in the transaction of any Investor that does not fund or otherwise satisfy its Commitment in full or that fails promptly following a written request of the Closing Majority Investors to assert its willingness in writing to fund or otherwise satisfy its Commitment in full (each such terminated Investor, a “Failing Investor”), it being understood that no such termination shall affect the rights of Equity LLC or the Closing Majority Investors against such Failing Investor with respect to such failure or unwillingness with respect to its Commitment, or (B) enforce the provisions of any Investor’s Commitment Letter. For the avoidance of doubt, nothing in this Section 2.5(d) is intended to limit the rights of (i) Equity LLC under each Commitment Letter, or (ii) Juniper or the Closing Majority Investors under Section 2.6(a).

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(e) Each Investor that has executed a Commitment Letter hereby affirms and agrees that it is bound by the provisions set forth in such Commitment Letter and that the Closing Majority Investors shall be entitled to enforce the provisions of such Commitment Letter in accordance with the foregoing Section 2.5(d).

(f) Other than to affiliated funds or to customary co-investors, no Investor shall syndicate all or any portion of its Commitment to co-investors without the prior written consent of the Majority Investors (which consent shall not be unreasonably withheld).

Section 2.6 Termination Fees.

(a) If MergerCo becomes obligated to pay a fee to the Company pursuant to Section 7.6(c) or Section 7.6(d) of the Merger Agreement (the “Reverse Termination Fee”) or Equity LLC becomes obligated to pay any or all of such Reverse Termination Fee to the Company in connection with the Guaranty, then each Investor agrees to bear a proportional share of such Reverse Termination Fee (such proportional share, an “Obligation”). In that case, each Investor hereby further affirms and agrees that (i) Equity LLC shall be entitled to retain an amount equal to the Obligation of each Investor that has funded its Commitment to Equity LLC (and such Investor shall have no further rights with respect to such amount), and (ii) notwithstanding anything to the contrary set forth in any Commitment Letter provided by an Investor that has not already funded its Commitment to Equity LLC, (A) Equity LLC shall be entitled to enforce the provisions of such Commitment Letter up to the amount of such Investor’s Obligation, (B) the amounts contributed to Equity LLC as a result of such enforcement shall be used to satisfy such Investor’s Obligation, and (C) such Commitment Letter shall not expire or be terminated and shall remain in full force and effect for such purpose.

(b) Any Fee paid by the Company under the Merger Agreement or other fees, expenses or damages paid to MergerCo under or with respect to the Merger Agreement shall be allocated to the Investors (other than any Investor that is an Out Investor or Failing Investor at the time of termination of the Merger Agreement) or their designees (a) 50% to Juniper, and (b) 50% to the Equity Investors in proportion to their respective Commitments, in each case after making adequate provision, pursuant to Section 2.8 hereunder, for any Costs.

Section 2.7 Notice of Closing. MergerCo agrees to keep the Investors reasonably informed, on a current basis, of developments relating to the Merger, including the likely Closing Date. If MergerCo receives any notice under the Merger Agreement, it shall notify each Investor at the address set forth on Schedule I to this Agreement or any other address designated by such Investor in writing to MergerCo. The failure of MergerCo to perform its obligations under this Section 2.7 will not relieve an Investor of its obligations under Sections 2.5 and 2.6 of this Agreement.

Section 2.8 Expense Sharing Provisions.

(a) Each Investor agrees to bear all of its own costs and expenses, as well as a proportional share of all the expenses and fees of legal counsel, accountants, financial advisors and other consultants and advisors and any financing or other fees or expenses incurred by Juniper or MergerCo, in connection with the transactions contemplated by the Merger

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Agreement (such costs, fees and expenses incurred by Juniper or MergerCo being, “Costs”), provided, however, that an Out Investor will not be liable for any such Costs incurred after the date it notifies MergerCo and the other Investors that it is being released from this Agreement pursuant to Section 2.10.

(b) If the Merger is consummated, then the Investors shall cause the Surviving Corporation or one of its subsidiaries to pay any outstanding Costs and to reimburse Juniper for any such Costs already expended. If the Merger Agreement is terminated and a sufficient termination fee, other fee or expense reimbursement is received by MergerCo in connection with such termination (a “Fee”), then MergerCo shall pay any outstanding Costs and reimburse Juniper for any such Costs already expended. If Costs are reimbursed in accordance with this Section 2.8(b), any Investor that had previously become an Out Investor or a Failing Investor shall be relieved of any obligation with respect to such Costs.

(c) If the Commitment Letters are terminated and the Merger is not consummated (and no Fee is received by MergerCo), promptly after such termination, the Investors will determine the aggregate Costs incurred. Each Investor agrees promptly to contribute such amounts, or to pay such expenses and fees, or to reimburse Juniper in respect thereof, in each case such that the equal sharing of expenses referred to in Section 2.8(a) is achieved.

Section 2.9 Information Supplied. Each Investor hereby represents, warrants and covenants to the other Investors that none of the information supplied in writing by such Investor for inclusion or incorporation by reference in the Company Proxy Statement or the Other Filings will cause a breach of the representation and warranty of MergerCo or MergerCo set forth in Section 4.6 of the Merger Agreement.

Section 2.10 Investor Participation. An Investor may elect to be released from this Agreement (except with respect to Sections 1.1, 2.6, 2.8 and 2.9 and Article III), and will be relieved of its Commitment and obligations under the applicable Commitment Letter if and only if (i) its Commitment Letter terminates in accordance with its respective terms, or (ii) the Majority Investors (not including such Investor) authorize an increase in the amount of, or a modification of the form of, the Merger Consideration (such release, in the case of this clause (ii), to be effective as of the date and time the Merger Agreement is amended (or replaced) to reflect such change in amount or form of Merger Consideration). Any Investor that elects to be released pursuant to this paragraph is referred to herein as an “Out Investor.” If an Investor becomes an Out Investor, such Out Investor shall not, and shall cause its affiliates not to, bid for or seek to acquire (whether directly or beneficially) any securities or assets of the Company or its subsidiaries for a period of 18 months from the date such Investor becomes an Out Investor.

III. MISCELLANEOUS.

Section 3.1 Certain Definitions. For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters:

“Agreement” shall have the meaning set forth in the Preamble.

“Closing Condition” shall have the meaning set forth in Section 2.1(a).

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“Closing Majority Investor” shall have the meaning set forth in Section 2.5(d).

“Commitment Notice” shall have the meaning set forth in Section 2.5(d).

“Commitment” shall have the meaning set forth in Section 2.5(a).

“Commitment Letter” shall have the meaning set forth in the Recitals.

“Company” shall have the meaning set forth in the Recitals.

“Cost” shall have the meaning set forth in Section 2.8(a).

“Equity Commitment Letter” shall have the meaning set forth in the Recitals.

“Failing Investor” shall have the meaning set forth in Section 2.5(d).

“Fee” shall have the meaning set forth in Section 2.8(b).

“Indemnified Investor” shall have the meaning set forth in Section 2.5(a).

“Indemnifying Investor” shall have the meaning set forth in Section 2.5(a).

“Investor” shall have the meaning set forth in the Preamble.

“Juniper” shall have the meaning set forth in the Preamble.

“Losses” shall have the meaning set forth in Section 2.5(a).

“Majority Investors” shall mean (a) Juniper and (b) such number of Equity Investors representing a majority of the aggregate Commitments set forth in the Equity Commitment Letters, taken together, that are not, at the relevant time, (1) Out Investors or (2) Failing Investors.

“Merger Agreement” shall have the meaning set forth in the Recitals.

“MergerCo” shall have the meaning set forth in the Preamble.

“Out Investor” shall have the meaning set forth in Section 2.10.

“Obligation” shall have the meaning set forth in Section 2.6(a).

“Rollover Commitment Letter” shall have the meaning set forth in the Recitals.

Section 3.2 Amendment. This Agreement may be amended or modified, and the provisions hereof may be waived, only by an agreement in writing signed by the Majority Investors; provided, however, that any provision herein requiring the approval of any Investor who is distinguished from the other Investors may, in each case, only be amended, modified or waived by an agreement in writing signed by all of the Investors.

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Section 3.3 Severability. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision will be substituted for that provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (b) the remainder of this Agreement and the application of that provision to other Persons or circumstances will not be affected by such invalidity or unenforceability, nor will such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction.

Section 3.4 Remedies. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy. The parties hereto agree that this Agreement will be enforceable by all available remedies at law or in equity (including, without limitation, specific performance), provided that the termination power and the enforcement power referred to in Section 2.5(d) may only be used against an Investor by, or at the direction of, the Closing Majority Investors.

Section 3.5 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, each of MergerCo and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

Section 3.6 Governing Law. This Agreement will be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another State to otherwise govern this Agreement.

Section 3.7 Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter

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jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.7 of the Merger Agreement or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 3.7, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Section 3.8 Representations and Warranties.

(a) Each Investor that is an individual hereby represents and warrants to the other parties hereto (on behalf of such Investor only) that (i) such Investor has all requisite right, power and authority and full legal capacity to execute, deliver and perform this Agreement, (ii) this Agreement has been duly and validly executed and delivered by such Investor and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes legal, valid and binding obligations of such Investor, enforceable against such Investor in accordance with the terms hereof, and (iii) the failure of the spouse (if any) of such Investor to be a party or signatory to this Agreement shall not (x) prevent such Investor from performing his obligations hereunder or (y) prevent this Agreement from constituting legal, valid and binding obligations of such Investor, enforceable against such Investor in accordance with the terms hereof.

(b) Each Investor that is an entity hereby represents and warrants to the other parties hereto (on behalf of such Investor only) that (i) such Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority to execute, deliver and perform this Agreement, (ii) such Investor is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that failure to be so licensed or qualified and in good standing would not materially and adversely affect the ability of such Investor to carry out its obligations hereunder, (iii) the execution, delivery and performance of this Agreement by such Investor has been duly authorized by all necessary action on the part of such Investor, and no additional proceedings are necessary to approve this Agreement, and (iv) this Agreement has

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been duly and validly executed and delivered by such Investor and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes legal, valid and binding obligations of such Investor, enforceable against such Investor in accordance with the terms hereof.

(c) Each Investor further represents and warrants to the other parties hereto (on behalf of such Investor only) that (i) it is an "Accredited Investor" within the meaning of Regulation D promulgated under the Securities Act, a sophisticated investor and, by virtue of its experience in evaluating and investing in private placement transactions of securities in companies similar to Equity LLC, capable of evaluating the merits and risks of any investment in Equity LLC and has the capacity to protect its own interests, (ii) at the time of its investment in Equity LLC, it is or will be making such investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution of any part thereof, and (iii) its execution, delivery and performance of this Agreement will not (x) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any Contract to which such Person is a party or by which such Person is bound; (y) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Person or any of the properties or assets of such Person; or (z) result in the creation of, or impose any obligation on such Person to create, any lien, charge or other encumbrance of any nature whatsoever upon such Person’s properties or assets.

Section 3.9 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 3.10 Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

Section 3.11 Assignments. Other than as provided herein (including Section 2.5(f)), the rights and obligations of the Investors hereunder shall not be assigned without the prior consent of the other Investors; provided, however, that, to the extent permitted by the Commitment Letters or Section 2.5(f) hereof, an Investor may assign its rights and obligations under this Agreement to affiliated funds and co-investors or limited partners (as the case may be), but no such assignment shall relieve any such assigning Investor from any of its obligations hereunder.

Section 3.12 Other Agreements. This Agreement, together with the Equity Commitment Letters, constitutes the entire agreement, and supersedes all prior agreements, understandings and statements, both written and oral, among the parties or any of their affiliates

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with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms.

Section 3.13 Counterparts. This Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. The execution and delivery of this Agreement may be effected by facsimile or any other electronic means such as “.pdf” or “.tiff” files. This Agreement will become effective when each party to this Agreement will have received counterparts signed by all of the other parties.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.

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