Radiation Therapy Services, Inc.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant o Filed by a Party other than the Registrant o

Check the appropriate box:

þ Preliminary Proxy Statement

o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to § 240.14a-12

Radiation Therapy Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


o	No fee required.

þ	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies: Common Stock, par value $0.0001 per share of Radiation Therapy Services, Inc, (“Common Stock”)



	(2)	Aggregate number of securities to which transaction applies: 23,725,688 Shares of Common Stock (including restricted Common Stock) 1,312,169 Options to purchase shares of Common Stock



	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): As of October 19, 2007, there were (i) 23,725,688 shares of Common Stock outstanding (including restricted Common Stock obligations) and owned by shareholders other than Radiation Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and RTS MergerCo, Inc. and


		(ii) options to purchase 1,312,169 shares of Common Stock with an exercise price less than $32.50 per share outstanding. The filing fee was determined by adding (x) the product of (I) the number of shares of Common Stock (including restricted stock obligations) that are proposed to be acquired in the merger and (II) the merger consideration of $32.50 in cash per share of Common Stock, plus (y) $28,351,688 expected to be paid to holders of options to purchase Common Stock with an exercise price of less than $32.50 per share in exchange for the cancellation of such options, ((x) and (y) together, the “Total Consideration”). The payment of the filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the Total Consideration by .00003070



	(4)	Proposed maximum aggregate value of transaction:

		$799,436,548


	(5)	Total fee paid:

		$24,543


o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)	Amount previously paid:



	(2)	Form, Schedule or Registration Statement No.:



	(3)	Filing Party:



	(4)	Date Filed:

Radiation Therapy Services, Inc.

2234 Colonial Boulevard, Ft. Myers, Florida 33907

[ , 2007]

Dear Shareholder:

You are cordially invited to attend a special meeting of shareholders of Radiation Therapy Services, Inc. (“RTS,” “we,” “us” or “our”), to be held at, [ ], on [ ], [ , 2008], at 11:00 a.m., Eastern Time. At the special meeting, you will be asked to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of October 19, 2007 (the “Merger Agreement”), among RTS, Radiation Therapy Services Holdings, Inc. (“Parent”) and RTS MergerCo, Inc. (“Merger Sub”), pursuant to which, upon completion of the merger, each outstanding share of RTS common stock, par value $0.0001 per share (other than shares held in our treasury, shares owned by our subsidiaries, Radiation Therapy Investments, LLC (“Holdings”), Parent or Merger Sub and shares held by shareholders who perfect appraisal rights in accordance with Florida law), will be converted into the right to receive $32.50 in cash, without interest, and Merger Sub will merge with and into RTS and RTS will become a direct or indirect wholly owned subsidiary of Parent. Parent is owned and controlled by Holdings and Holdings is a party to the Merger Agreement for purposes of the termination fees section of the Merger Agreement. Holdings is owned by an affiliate of Vestar Capital Partners, a leading international private equity firm. Certain of our executive officers and/or directors, Dr. Howard M. Sheridan, Dr. Daniel E. Dosoretz, Dr. James H. Rubenstein and Dr. Michael J. Katin as well as certain or our non-executive employees, are expected to exchange shares of RTS common stock that they own for limited liability company interests in Holdings in connection with the merger.

On October 19, 2007, the independent and disinterested members of our board of directors (i.e. all members of the board other than Dr. Howard M. Sheridan, our Chairman of the Board, Dr. Daniel E. Dosoretz, our Chief Executive Officer, Dr. James H. Rubenstein, our Medical Director and Secretary and Dr. Michael J. Katin, each of whom is expected to exchange shares of our common stock for units of limited liability company interests in Holdings in connection with the merger and therefore abstained from voting), based in part upon the unanimous recommendation of the special committee of our board of directors comprised of three of our five independent and disinterested directors, among other things, (i) determined that it was advisable and in the best interests of RTS and its shareholders to enter into the Merger Agreement and (ii) approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement. Following such approval and adoption by the independent and disinterested members of our board of directors, our full board of directors unanimously, based in part upon the unanimous recommendation of a special committee and the approval and adoption of our independent and disinterested directors, among other things, (i) determined that it was advisable and in the best interests of RTS and its shareholders to enter into the Merger Agreement and (ii) approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement. Therefore, our board of directors recommends that you vote “FOR” the approval of the Merger Agreement.

The proxy statement attached to this letter provides you with information about the merger, the Merger Agreement and the special meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its annexes carefully. You may also obtain more information about us from documents we have filed with the Securities and Exchange Commission.

Your vote is very important, regardless of the number of shares of our common stock you own. Under Florida law, the merger cannot be completed unless the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting vote for the approval of the Merger Agreement. If you do not vote, it will have the same effect as a vote against the approval of the Merger Agreement.

Radiation Therapy Services, Inc.

2234 Colonial Boulevard Fort Myers, Florida 33907

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON , 2008

TO THE SHAREHOLDERS OF RADIATION THERAPY SERVICES, INC.:

A special meeting of shareholders of Radiation Therapy Services, Inc., a Florida corporation (“RTS,” “we,” “us” or “our”), will be held at [ ], on [ ], [ , 2008], beginning at 11:00 a.m., Eastern Time, for the following purposes:

1. Approval of the Merger Agreement. To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of October 19, 2007 (the “Merger Agreement”), among RTS, Radiation Therapy Services Holdings, Inc. and RTS MergerCo, Inc., pursuant to which, upon completion of the merger, each outstanding share of RTS common stock, par value $0.0001 per share (other than shares held in our treasury, shares owned by our subsidiaries, Radiation Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. or RTS MergerCo, Inc. and shares held by shareholders who perfect appraisal rights in accordance with Florida law), will be converted into the right to receive $32.50 in cash, without interest, and RTS MergerCo, Inc. will merge with and into RTS and RTS will become a direct or indirect wholly owned subsidiary of Radiation Therapy Services Holdings, Inc.

2. Adjournment or Postponement of the Special Meeting. To approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes properly cast at the time of the meeting to approve the Merger Agreement.

3. Other Matters. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof.

Only shareholders of record of our common stock as of the close of business on [ , 2007], will be entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. All shareholders of record are cordially invited to attend the special meeting in person.

Your vote is very important, regardless of the number of shares of our common stock you own. Under Florida law, the merger cannot be completed unless the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting vote for the approval of the Merger Agreement. Even if you plan to attend the meeting in person, we request that you complete, sign, date and return the enclosed proxy card in the envelope provided and thereby ensure that your shares will be represented at the meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” the approval of the Merger Agreement and “FOR” the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies.

If you fail to vote by proxy or in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the same effect as a vote against the approval of the Merger Agreement. If you are a shareholder of record and wish to vote in person at the special meeting, you may withdraw your proxy and vote in person.

We have concluded that shareholders of RTS who do not vote in favor of the approval of the Merger Agreement will have the right to seek appraisal of the fair value of their shares if the merger is completed, but

iii

SUMMARY TERM SHEET

This summary term sheet highlights selected information from this proxy statement and may not contain all of the information that is important to you. To understand the merger fully, and for a more complete description of the terms of the merger, you should carefully read this entire proxy statement, the annexes attached to this proxy statement, the documents referred to in this proxy statement and the information incorporated by reference. We have included section references to direct you to a more complete description of the topics presented in this summary term sheet. In this proxy statement, the terms “RTS,” “we,” “us,” “our” and the “Company” refer to Radiation Therapy Services, Inc., a Florida corporation. In addition, we refer to Radiation Therapy Investments, LLC as “Holdings,” to Radiation Therapy Services Holdings, Inc. as “Parent,” and to RTS MergerCo, Inc. as “Merger Sub.”

The Proposal. You are being asked to vote on a proposal to approve the Agreement and Plan of Merger, dated as of October 19, 2007 (the “Merger Agreement”), among RTS, Parent, Merger Sub and Holdings. Pursuant to the Merger Agreement, upon completion of the merger, each outstanding share of RTS common stock, par value $0.0001 per share (other than shares held in our treasury, shares owned by our subsidiaries, Holdings, Parent or Merger Sub and shares held by shareholders who perfect appraisal rights in accordance with Florida law), will be converted into the right to receive $32.50 in cash, without interest, and Merger Sub will merge with and into RTS and RTS will become a direct or indirect wholly owned subsidiary of Parent. In the event that there are not sufficient votes properly cast at the time of the special meeting to approve the Merger Agreement, shareholders may also be asked to vote on a proposal to adjourn or postpone the special meeting to solicit additional proxies. See “The Special Meeting” beginning on page 64.

The Parties to the Merger Agreement. RTS owns, operates and manages treatment centers focused principally on providing radiation treatment alternatives ranging from conventional external beam radiation to newer, technologically-advanced options. RTS is one of the largest companies in the United States focused principally on providing radiation therapy. RTS opened its first radiation treatment center in 1983 and as of September 30, 2007 provides radiation therapy services in 83 treatment centers. RTS’s treatment centers are clustered into 27 local markets in 16 states, including Alabama, Arizona, California, Delaware, Florida, Kentucky, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, and West Virginia. Of these 83 treatment centers, 25 treatment centers were internally developed, 48 were acquired and 10 involve hospital-based treatment centers. RTS has continued to expand its affiliation with physician specialties in other areas including gynecological and surgical oncology and urology in a limited number of local markets to strengthen its clinical working relationships.

Holdings is a Delaware limited liability company and Parent is a Delaware corporation and a wholly owned subsidiary of Holdings. Each of these entities were formed in anticipation of the merger by Vestar Capital Partners V, L.P. an investment fund (the “Vestar Capital Fund”) sponsored by Vestar Capital Partners, a private equity firm (“Vestar Capital Partners” or “Vestar”). Vestar Capital Partners and Vestar Capital Fund are collectively referred to in this proxy statement as “Vestar Capital.” Upon completion of the merger, RTS will be a direct or indirect wholly owned subsidiary of Parent and Holdings. Certain of our executive officers and/or directors, Dr. Howard M. Sheridan, Dr. Daniel E. Dosoretz, Dr. James H. Rubenstein and Dr. Michael J. Katin, as well as certain of our non-executive employees, are expected to exchange shares of our common stock for units of limited liability company interests in Holdings, immediately prior to the merger. We refer to Sheridan, Dosoretz, Rubenstein and Katin as the “Rollover Investors.” Holdings and Parent currently have de minimis assets and no operations. Holdings is a party to the Merger Agreement only for purposes of the termination fees section.

Vestar Capital Partners is a leading international private equity firm specializing in management buyouts and gross capital investments. The firm’s investment strategy is targeted towards companies in the U.S., Europe and Japan with valuations in the $100 million to $4 billion range. Since the firm’s founding in 1988, the Vestar funds have completed over 60 investments in companies with a total value of approximately $20 billion. These companies have varied in size and geography and span a broad range of industries. The firm’s strategy is to invest behind incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way with the overriding goal to build long-term franchise value. Vestar currently

manages funds with committed capital totaling approximately $7 billion and has offices or affiliates operating in New York, Denver, Boston, Paris, Milan, Munich and Tokyo.

Merger Sub is a Florida corporation formed by Parent in anticipation of the merger. Subject to the terms and conditions of the Merger Agreement and in accordance with Florida law, at the effective time of the merger, Merger Sub will merge with and into RTS and RTS will continue as the surviving corporation. Merger Sub currently has de minimis assets and no operations.

Going-Private Transaction. This is a “going private” transaction. If the merger is completed, your shares will be converted into the right to receive $32.50 in cash per share, without interest and less any applicable withholding tax, and:


	•	Parent will directly or indirectly own our entire equity interest;

	•	you will no longer have any interest in our future earnings or growth;

	•	we will no longer be a public company;

	•	our common stock will no longer be traded on the NASDAQ Global Select Market Exchange (the “NASDAQ”); and

	•	we may no longer be required to file periodic and other reports with the Securities and Exchange Commission (the “SEC”).

See “Special Factors — Certain Effects of the Merger” beginning on page 40.

Special Committee. A special committee of our board of directors was formed and given the full power and authority to review, evaluate, and determine whether it would be appropriate to move forward with any potential transaction or strategic alternative, as well as to review, evaluate and, if appropriate, negotiate and recommend approval or rejection to the board of directors regarding whether to proceed with a sale of RTS or other strategic alternative. The special committee consisted entirely of independent and disinterested members of our board of directors. The members of the special committee are Leo R. Doerr, Ronald E. Inge, and Rabbi Solomon Agin. Initially, independent director Herbert Dorsett was a member of the special committee, but was unable to continue that role after August 2, 2007, due to health related issues. Janet Watermeier, our other independent director and newest member of the board, was not a member of the special committee due to her then limited knowledge and experience with the Company. Our non-independent directors are Dr. Sheridan, Dr. Dosoretz, Dr. Rubenstein and Dr. Katin. See “Special Factors — Fairness of the Merger; Recommendations of the Special Committee and Our Board of Directors” beginning on page 24.

Special Committee and Board Recommendation. The special committee unanimously determined that the merger is both procedurally and substantively fair to RTS’s unaffiliated shareholders and in the best interests of our shareholders, and unanimously recommended that our board of directors approve and adopt the Merger Agreement. Based in part on the recommendation of the special committee, the independent and disinterested members of our board of directors (with Dr. Sheridan, our Chairman of the Board; Dr. Dosoretz, our Chief Executive Officer, Dr. Rubenstein our Medical Director and Secretary and Dr. Katin abstaining) unanimously determined that the merger is both procedurally and substantively fair to RTS’s unaffiliated shareholders, and in the best interests of our shareholders, and unanimously approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement. In addition, all of the members of our board of directors, also based in part on the recommendation of the special committee as well as the approval and adoption of the independent and disinterested directors, unanimously determined that the merger is both procedurally and substantively fair to RTS’s unaffiliated shareholders, and in the best interests of our shareholders, and unanimously approved and adopted the Merger Agreement and the transactions contemplated by the Merger Agreement. ACCORDINGLY, OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE MERGER AGREEMENT. See “Special Factors — Fairness of the Merger; Recommendations of the Special Committee and Our Board of Directors” beginning on page 24.

Opinion of Morgan Joseph & Co. Inc. In connection with the merger, the special committee received an opinion, subsequently confirmed in writing, from Morgan Joseph & Co. Inc., its financial advisor (“Morgan Joseph”), as to the fairness, from a financial point of view and as of the date of such opinion to the holders of our common stock (other than the Rollover Investors), of the $32.50 per share merger consideration to be received by those holders of our common stock. The opinion also was provided to our board of directors for its information in connection with its consideration of the transactions contemplated by the Merger Agreement. The full text of Morgan Joseph’s written opinion, dated October 18, 2007, is attached to this proxy statement as Annex B. You are encouraged to read this opinion carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the scope of review undertaken. Morgan Joseph’s opinion addressed only the fairness of the merger consideration to our shareholders (other than the Rollover Investors) from a financial point of view as of the date of the opinion and did not address any other aspect of the merger, including the merits of the underlying decision by RTS to enter into the Merger Agreement. The opinion was addressed to the special committee and was provided to our board of directors for its information and use, but does not constitute a recommendation as to how any shareholder should vote or act on any matter relating to the proposed merger. See “Special Factors — Opinion of Morgan Joseph & Co. Inc.” beginning on page 35.

Purpose of the Transaction. The purpose of the transaction is for Vestar Capital and the Rollover Investors to acquire all of the outstanding equity interests of RTS and to enable RTS’s shareholders to realize a premium on their shares of RTS common stock based on the closing price of our common stock on October 19, 2007. See “Special Factors — Purposes and Reasons of the Rollover Investors” beginning on page 28.

Position of the Rollover Investors Regarding the Fairness of the Merger. Each of the Rollover Investors believes that the merger is both procedurally and substantively fair to RTS’s unaffiliated shareholders. Their belief is based upon their knowledge and analysis of RTS, as well as the factors discussed in the section entitled “Special Factors — Position of Rollover Investors Regarding the Fairness of the Merger” beginning on page 28.

Position of Parent, Merger Sub and Vestar Capital Regarding the Fairness of the Merger. Parent, Merger Sub and Vestar Capital believe that the merger is both procedurally and substantively fair to RTS’s unaffiliated shareholders. Their belief is based upon their knowledge and analysis of RTS, as well as the factors discussed in the section entitled “Special Factors — Position of Holdings, Parent, Merger Sub and Vestar Capital Regarding the Fairness of the Merger” beginning on page 33.

Special Meeting. The special meeting will be held on [ ], [ , 2008], beginning at 11:00 a.m., Eastern Time, at , Ft. Myers, Florida .

Record Date and Quorum. You are entitled to vote at the special meeting if you were the record owner of shares of our common stock at the close of business on [ , 2007], the record date for the special meeting. You will have one vote for each share of RTS common stock that you owned on the record date. As of the record date, there were shares of our common stock entitled to vote at the special meeting, of which were held by persons other than the Rollover Investors. The holders of a majority of the outstanding shares of our common stock at the close of business on the record date represented in person or by proxy will constitute a quorum for purposes of the special meeting. See “Special Meeting — Record Date and Quorum” beginning on page 64.

Required Vote. Under Florida law, the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting voting in favor of approval is required to approve the Merger Agreement. A failure to vote your shares of our common stock or an abstention will have the same effect as voting against the approval of the Merger Agreement. Directors and executive officers Dosoretz, Sheridan, Rubenstein and Katin have each entered into Support and Voting Agreements obligating them to vote their shares of RTS common stock, which represents approximately 40.4% of our outstanding common stock, for approval of the Merger Agreement. Our directors and executive officers collectively beneficially own approximately 40.5% of our common stock. The merger does not require the approval of at least a majority of our unaffiliated shareholders. See “The Special Meeting — Required Vote” beginning on page 64.

Approvals and Consents Required. The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Hart-Scott-Rodino Act”), provides that transactions such as the merger may not be completed until certain information has been submitted to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice and certain waiting period requirements have been satisfied. RTS and Parent filed notification reports with the Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Act on November 9, 2007. The Federal Trade Commission granted early termination of the applicable waiting period on November 20, 2007. Additionally, it is a condition to closing under the Merger Agreement that certain health care related governmental approvals, consents or licenses specified by the parties shall have been obtained, except where the failure to obtain such consents or approvals would not reasonably be expected to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and it subsidiaries or give rise to a violation of criminal law. It is also a condition to closing under the Merger Agreement that certain third party consents related to indebtedness and leases specified by the parties shall have been obtained. See “Special Factors — Approvals and Consents” beginning on page 59.

Interests of RTS’s Directors and Executive Officers in the Merger. Our directors and executive officers collectively beneficially own approximately 40.5% of our common stock. See “Security Ownership of Certain Beneficial Owners and Management.” Our directors (other than our independent directors) and executive officers have interests in the merger that are different from, or in addition to, their interests as RTS shareholders. These interests include:


	•	Directors and executive officers Dosoretz, Sheridan, Rubenstein and Katin have each entered into Support and Voting Agreements obligating them to vote their shares of RTS common stock, which represents approximately 40.4% of our common stock, for approval of the Merger Agreement.

	•	At the effective time of the merger, all RTS equity-based awards will vest and be cashed out, which would result in an aggregate cash payment to our directors and executive officers of approximately $12,238,109 based on holdings as of November 1, 2007.

	•	Immediately prior to the effective time of the merger, Messrs. Sheridan, Dosoretz, Rubenstein and Katin will exchange certain shares of RTS common stock for units of limited liability company interests in Holdings, a holding company of Parent. As a result, immediately following the closing, each of Messrs. Sheridan, Dosoretz, Rubenstein and Katin are expected to own (excluding the units they may receive under the management equity incentive plan) approximately %, %, % and %, respectively, of the then outstanding units of Holdings (excluding incentive units). Additional non-executive employees are expected to exchange RTS common stock and/or cash for units of limited liability company interests in Holdings or purchase units at the same price per share as the Rollover Investors for an aggregate of % of the outstanding units of Holdings (excluding incentive units). These non-executive employees consist of approximately [ ] individuals identified by Vestar Capital Partners in consultation with Dr. Dosoretz as among those important to the success of RTS. The determination of the amount of such exchanges or purchases was made or will be made by Vestar Capital in consultation with such non executive employees and Dr. Dosoretz. The final capitalization of Holdings has not yet been determined, and will be determined prior to closing. The opportunity to exchange shares of RTS common stock and/or cash for equity interests in Holdings is intended to provide an equity-based incentive and retention benefit with respect to future operations of Holdings, Parent and its subsidiaries.

	•	Each of Messrs. Dosoretz and Rubenstein is party to an employment agreement that provides for change in control severance benefits in the event of certain terminations of employment in connection with or following the merger. Assuming hypothetically that the merger was completed on December 1, 2007, and qualifying terminations of employment of these two executives were to occur on that date, the aggregate cash severance benefit under these agreements (excluding any estimated tax gross-up payment) would be approximately $5,990,000. Dr. Dosoretz would also receive certain ancillary severance benefits and would be eligible for tax gross-up payments. Each of Messrs. Sheridan, Dosoretz, Rubenstein and Katin has agreed that if the merger closes, their existing employment


		agreements will be terminated and new employment agreements will be entered into to provide compensation and benefits to the executives following the closing, in which event they would waive any and all severance and other benefits described in this paragraph. See — “Special Factors — Interests of our Directors and Executive Officers in the Merger” beginning on page 47.


	•	The new employment agreement for Dr. Dosoretz that is expected to take effect at the closing of the merger provides for $6,000,000 to be paid to Dr. Dosoretz in three equal annual installments in consideration of his non-competition covenant.

	•	Incentive awards of both time and performance based units of limited liability company interests in Holdings representing 10.92% of the common equity value of Holdings following return of preferred capital and accreted return on preferred capital (the “Common Equity Value”) will be issued at closing and will be allocated as follows: Dosoretz will receive incentive units representing 6.5% of the Common Equity Value; Rubenstein 0.52%; Katin 0.13%; and other non-executive employees of RTS 3.38%.

	•	It is expected that each of Messrs. Sheridan, Dosoretz and Rubenstein will serve on the board of managers of Holdings as of the closing of the merger.

	•	Immediately prior to completion of the merger, it is expected that Messrs. Sheridan, Dosoretz, Rubenstein and Katin will exchange approximately 338,462, 1,384,616, 676,923, and 492,308 shares of RTS common stock, respectively, for units of limited liability company interests in Holdings representing approximately %, %, % and %, respectively, of the outstanding units of Holdings immediately following the effective time of the merger (excluding incentive units). Messrs. Sheridan, Dosoretz, Rubenstein and Katin will receive cash equal to the per share merger consideration to be received by RTS’s shareholders in the merger for the remaining shares of RTS common stock that they own, and $11,760,000 for outstanding options held by them ($7,860,000 to Dr. Dosoretz and $3,900,000 to Dr. Rubenstein).

	•	RTS directors and officers are entitled to continued indemnification and insurance coverage under the Merger Agreement.

	•	Certain directors and executive officers are also party to transactions with RTS and its affiliates as discussed under “Special Factors — Related Party Transactions” beginning on page 52.

	•	The aggregate consideration expected to be received by our directors, and executive officers in connection with the merger in respect of the shares of RTS common stock (other than the shares to be contributed to Holdings in exchange for equity interests in Holdings) and options held by them is approximately $317.6 million, and is set forth in more detail under “Special Factors — Interests of Our Directors and Executive Officers in the Merger” beginning on page 47. The consideration to be paid to RTS’s unaffiliated shareholders in the merger for their shares of RTS common stock is expected to be approximately $471 million.

Management Agreement. In connection with the merger, RTS, Holdings and Parent have agreed to enter into a management agreement with Vestar Capital Partners relating to certain advisory and consulting services Vestar Capital Partners will render to RTS, Holdings and Parent. Under the management agreement, Vestar Capital Partners will receive a $10 million transaction fee upon the closing of the merger for services rendered in connection with the consummation of merger and be reimbursed for its reasonable out of pocket expenses. The management agreement also provides for Vestar Capital Partners to receive an annual management fee equal to the greater of (i) $850,000 or (ii) an amount equal to 1.0% of the RTS’s consolidated EBITDA which fee will be payable quarterly. Parent, Holdings and RTS will indemnify Vestar Capital Partners and its affiliates against all losses, claims, damages and liabilities arising out of the performance by Vestar Capital Partners of its services pursuant to the management agreement, other than those that have resulted primarily from the gross negligence or willful misconduct of Vestar Capital Partners and/or its affiliates. See — “Special Factors — Interests of our Directors and Executive Officers in the Merger” beginning on page 47.

Appraisal Rights. We have concluded that our shareholders are entitled to appraisal rights and to obtain payment in cash of the fair value of their shares of our common stock as determined pursuant to Florida law in the event of consummation of the merger. Such fair value could be greater than, equal to or less than the $32.50 per share (without interest) that our shareholders are entitled to receive pursuant to the Merger Agreement. To preserve their appraisal rights, shareholders must deliver to us prior to the vote being undertaken at the special meeting written notice of the shareholder’s intent to demand payment and must not vote, or cause or permit to be voted, any of their shares of our common stock in favor of the approval of the Merger Agreement. Failure to strictly comply with the specific procedures required by Florida law will result in the loss of appraisal rights. A copy of the provisions of Florida law that provide for appraisal rights and govern such procedures are reproduced in its entirety as Annex C to this proxy statement.

Financing. The total amount of funds required to complete the merger and the related transactions, including payment of fees and expenses in connection with the merger, is anticipated to be approximately $1.1 billion. This amount is expected to be provided through a combination of (i) equity contributions from Vestar Capital and the Rollover Investors, totaling approximately $660 million and (ii) debt financing totaling $575 million of which, approximately $475 million is expected to be funded at closing. Vestar Capital Fund may allocate a portion of its equity commitment to other affiliated and/or non-affiliated co-investors, provided that such allocation will not limit the obligations of Vestar Capital Fund under the equity commitment letter to the extent any such co-investor fails to purchase the equity allocated to it. See “Special Factors — Financing” beginning on page 43. The closing of the merger is not conditioned on the receipt of the debt or equity financing by Parent. Parent and Merger Sub, however, are not required to consummate the merger until after the earlier to occur of (x) the completion of a 25 consecutive business day marketing period (during which the purchasing entities will market the debt financing) and (y) April 21, 2008. The marketing period will begin to run after we have obtained the required shareholder approval, satisfied certain closing conditions in the Merger Agreement, and provided Parent and Merger Sub with certain financial statements and financial data customarily included in private placements pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). See “The Merger Agreement — Effective Time; The Marketing Period” beginning on page 67.

Equity Commitment. Vestar Capital has provided an irrevocable equity commitment letter to Parent and RTS pursuant to which it has agreed to provide up to $560 million in equity financing for the Merger (other than the amounts provided by the Rollover Investors), subject to the satisfaction of the closing conditions set forth in the Merger Agreement. In the event the Merger does not close, Vestar Capital has agreed to provide equity funds (i) up to the amount of $25,000,000 with respect to any termination fee payable by Parent and up to $3,000,000 in reimbursement of RTS’s out of pocket deal expenses and (ii) up to the amount of $40,000,000 (inclusive of any termination fee and expense reimbursement payable by Holdings) with respect to damages arising from failures of Parent or Merger Sub to comply with the Merger Agreement. See “Special Factors — Financing” beginning on page 43.

Accounting Treatment of The Merger. We expect the merger to be accounted for as a business combination for financial accounting purposes, whereby the purchase price would be allocated to the Company’s assets and liabilities based on their relative fair values as of the date of the merger in accordance with Financial Accounting Standards No. 141, Business Combinations. See “Special Factors — Accounting Treatment of the Merger” beginning on page 59.

Material United States Federal Income Tax Consequences of the Merger. For U.S. federal income tax purposes, the disposition of RTS common stock pursuant to the merger generally will be treated as a sale of the shares of our common stock for cash by each of our shareholders. As a result, in general, each shareholder will recognize gain or loss equal to the difference, if any, between the amount of cash received in the merger and such shareholder’s adjusted tax basis in the shares surrendered. Such gain or loss will be capital gain or loss if the shares of common stock surrendered are held as a capital asset in the hands of the shareholder, and will be long-term capital gain or loss if the shares of common stock have a holding period of more than one year at the effective time of the merger. We recommend that our shareholders consult their own tax advisors as to the particular tax consequences to them of the merger. See “Special Factors — Material United States Federal Income Tax Consequences” beginning on page 56.

Litigation. We are aware of two lawsuits filed in connection with the proposed merger. Shareholder complaints were filed on October 24, 2007 and November 16, 2007, respectively, against RTS, each of RTS’s directors and Vestar Capital Partners as purported class actions on behalf of the public shareholders of RTS in the Circuit Court of Lee County, Florida. Both complaints allege, among other things, that the directors of RTS breached their fiduciary duties in connection with the proposed transaction. Among other things, the complaints seek to enjoin RTS, its directors and Vestar Capital from proceeding with or consummating the merger. Vestar Capital is alleged to have aided and abetted the individual defendants in breaching their fiduciary duties. Based on the facts known to date, and the allegations in the complaints, we believe that the claims asserted in the complaints are without merit and we intend to vigorously defend against these complaints. The absence of an injunction prohibiting the consummation of the merger is a condition to the closing of the merger. See “Special Factors — Litigation” beginning on page 58.

Treatment of Stock Options and Other Stock-Based Awards. Except as we otherwise agreed to in writing with Parent and Merger Sub:


	•	each outstanding option to purchase or acquire shares of our common stock, whether vested or unvested, will become fully vested and be converted into the right to receive a cash payment equal to the excess (if any) of the $32.50 per share cash merger consideration over the exercise price per share of the option, multiplied by the number of shares subject to the option, without interest and less any applicable withholding taxes; and

	•	each award of restricted stock will be converted into the right to receive $32.50 per share in cash, less any applicable withholding taxes.

See “The Merger Agreement — Treatment of Stock, Stock Options and Other Stock-Based Awards” beginning on page 68.

Anticipated Closing of the Merger. The parties to the Merger Agreement are using commercially reasonable efforts to complete the merger as soon as possible. We anticipate completing the merger shortly after the special meeting, subject to the approval of the Merger Agreement by our shareholders and the satisfaction of the other closing conditions. See “The Merger Agreement — Effective Time; The Marketing Period” beginning on page 67. We will issue a press release when the merger has been completed.

Procedure for Receiving Merger Consideration. As soon as reasonably practicable after the effective time of the merger and in any event not later than the third business day following the effective time, a paying agent will mail a letter of transmittal and instructions to you and the other RTS shareholders. The letter of transmittal and instructions will tell you how to surrender your stock certificates in exchange for the merger consideration. You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

Solicitation of Transactions; Recommendation to Shareholders. The Merger Agreement restricts our ability to solicit or encourage alternative acquisition offers. Notwithstanding these restrictions, under certain circumstances required for our board of directors to comply with its fiduciary duties, our board of directors or the special committee may respond to an unsolicited bona fide written proposal received by us. If, prior to the approval by our shareholders of the Merger Agreement, our board of directors or the special committee determines that any such unsolicited bona fide written proposal is a superior proposal, our board of directors may withdraw or change its recommendation of the merger or we may terminate the Merger Agreement if our board of directors or the special committee concludes in good faith, after consultation with RTS’s or the special committee’s outside legal counsel and the special committee’s financial advisor, that, in light of the superior proposal, failure to do so would be inconsistent with our directors’ fiduciary obligations under applicable law. In the event the Merger Agreement is terminated as a result the foregoing we will be required to pay Holdings a termination fee of $25 million and reimburse the out-of-pocket fees and expenses incurred by Parent and Merger Sub up to a maximum amount of $3 million. See “The Merger Agreement — Solicitation of Transactions; Recommendation to Shareholders” beginning on page 76.

Conditions to Closing. Before we can complete the merger, a number of conditions must be satisfied or waived by all parties. These include:


	•	the approval of the Merger Agreement by the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting;

	•	the absence of laws or governmental judgments or orders that prohibit the completion of the merger;

	•	the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Act;

	•	the receipt of certain governmental consents and approvals;

	•	the obtaining of certain third party consents and approvals;

	•	the performance by each of the parties of its obligations prior to the effective time of the merger under the Merger Agreement in all material respects;

	•	the aggregate amount of dissenting shares being less than 5% of the total outstanding shares immediately prior to the effective time;

	•	the accuracy of the representations and warranties of each of the parties to the Merger Agreement, subject to the materiality and other standards set forth in the Merger Agreement; and

	•	the absence of any change, circumstance or effect since the date of the Merger Agreement that has had or would reasonably be expected to have a Company material adverse effect.

See “The Merger Agreement — Conditions to the Merger” beginning on page 81.

Termination of the Merger Agreement. The Merger Agreement may be terminated at any time prior to the effective time of the merger, whether before or after shareholder approval has been obtained (unless otherwise specified), as follows:


	•	by mutual written consent of RTS and Parent;

	•	by either RTS or Parent, if:


	•	the merger has not been consummated on or before April 21, 2008 (or as such date may be extended pursuant to the Merger Agreement);

	•	a final, non-appealable injunction, order, decree or ruling prohibits the merger; or

	•	our shareholders do not approve the Merger Agreement at the special meeting or any adjournment thereof; or

by RTS, if:


	•	Parent breaches or fails to perform in any material respect any of its representations, warranties or agreements in the Merger Agreement such that the closing conditions would not be satisfied and cannot be cured by April 21, 2008, provided that RTS is not then in material breach of the Merger Agreement; or

	•	prior to obtaining shareholder approval, the special committee or our board of directors concludes in good faith that, in light of a superior acquisition proposal, failure to terminate the Merger Agreement would be inconsistent with the directors’ exercise of their fiduciary obligations to our shareholders, provided that RTS has complied in all material respects with the requirements regarding non-solicitation of alternative proposals and change of recommendation, and concurrent with the termination, we enter into a definitive agreement with respect to the superior acquisition proposal; or

	•	Parent does not give effect to a closing within five business days after notice by RTS to Parent that the mutual conditions and the conditions to Parent’s obligation to close the merger are satisfied and Parent does not effect the merger within three business days after the final day of the marketing period; provided that RTS is not then in breach of any of its representation, warranty or covenant that would result in a failure to satisfy closing conditions.

by Parent if:


	•	RTS, or any of its subsidiaries or representatives has failed to comply in any material respects with the requirements regarding non-solicitation of alternative proposals or a change of recommendation with respect to the Merger Agreement or the board of directors or special committee shall have resolved to do so; or

	•	RTS has breached or failed to perform in any material respect any of its representations, warranties or agreements contained in the Merger Agreement, which breach or failure to perform would result in a failure of a condition to the obligation of Parent to close the merger and it cannot be cured by April 21, 2008; provided that Parent is not then in material breach of the Merger Agreement; or

	•	the RTS board of directors has effected a change of recommendation or RTS has failed to include the recommendation in its proxy statement.

See “The Merger Agreement — Termination” beginning on page 83.

Termination Fees and Expenses. Under certain circumstances, in connection with the termination of the Merger Agreement by us, we will be required to pay to Holdings a termination fee in the amount of $25,000,000 and reimburse Holdings for certain fees and expenses of Parent relating to the Merger Agreement in an aggregate amount not to exceed $3,000,000. Parent has agreed to pay us a termination fee of $25,000,000 and reimburse us for certain fees and expenses relating to the Merger Agreement in an aggregate amount not to exceed $3,000,000 if we terminate the Merger Agreement in certain circumstances related to the failure of Parent to promptly close the transaction upon satisfaction of its closing conditions or a material breach by Parent of the Merger Agreement resulting in failure to satisfy a closing condition which cannot be cured by April 21, 2008. See “The Merger Agreement — Termination Fees and Expenses” beginning on page 84.

Market Price of RTS Common Stock. The closing price of RTS common stock on the NASDAQ Global Select Market on October 19, 2007, the last trading day prior to the announcement of the proposed merger transaction, was $21.56 per share. The $32.50 per share to be paid for each share of RTS common stock in the merger represents a premium of approximately 51% to the closing price of RTS common stock on October 19, 2007. See “Market Price of Our Common Stock” beginning on page 92.

Additional Information. You can find more information about RTS in the periodic reports and other information we file with the SEC. The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at http://www.sec.gov. For a more detailed description of the additional information available, please see “Where You Can Find More Information” beginning on page 99.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address some commonly asked questions regarding the special meeting, the Merger Agreement and the merger. These questions and answers may not address all questions that may be important to you as our shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.


Q:		What is the proposed transaction?

A:		The proposed transaction is the merger of Merger Sub with and into RTS pursuant to the Merger Agreement. Once the Merger Agreement has been approved by the RTS shareholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into RTS. RTS will be the surviving corporation in the merger and will become a direct or indirect wholly owned subsidiary of Parent and Holdings. Parent and Holdings are controlled by Vestar Capital. The Rollover Investors are expected to exchange shares of RTS common stock for units of limited liability company interests in Holdings in connection with the merger. In the event that there are not sufficient votes at the time of the special meeting to approve the Merger Agreement, shareholders


		may also be asked to vote upon a proposal to adjourn or postpone the special meeting to solicit additional proxies.

Q:		What matters will be voted on at the special meeting?

A:		You will be asked to consider and vote on proposals to do the following:


	•	to approve the Merger Agreement;

	•	to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Merger Agreement; and

	•	to transact such other business that may properly come before the special meeting or any adjournment or postponement thereof.


Q:		What will I receive in the merger?

A:		Upon completion of the merger, you will receive $32.50 in cash, without interest and less any required withholding taxes, for each share of our common stock that you own. For example, if you own 100 shares of our common stock, you will receive $3,250.00 in cash in exchange for your shares of our common stock, less any required withholding taxes. You will not own shares in the surviving corporation.

Q:		Where and when is the special meeting?

A:		The special meeting will take place at , Ft. Myers, Florida , on [ , 2008], at 11:00 a.m., Eastern Time.

Q:		May I attend the special meeting?

A:		All shareholders of record as of the close of business on [ , 2008], the record date for the special meeting, may attend the special meeting. In order to be admitted to the special meeting, a form of personal identification will be required, as well as either an admission ticket or proof of ownership of RTS common stock. If you are a shareholder of record, your admission ticket is attached to your proxy card.

		If your shares are held in the name of a bank, broker or other holder of record, and you plan to attend the special meeting, you must present proof of your ownership of RTS common stock, such as a bank or brokerage account statement, to be admitted to the meeting, or you may request an admission ticket in advance. If you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of RTS common stock, to:

		Radiation Therapy Services, Inc. 2234 Colonial Boulevard, Ft. Myers, Florida 33907 Attention: Investor Relations

		Please note that if you hold your shares in the name of a bank, broker or other holder of record and plan to vote at the meeting, you must also present at the meeting a proxy issued to you by the holder of record of your shares.

		No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

Q:		Who can vote at the special meeting?

A:		You can vote at the special meeting if you owned shares of RTS common stock at the close of business on [ , 2008], the record date for the special meeting. As of the close of business on that day, shares of RTS common stock were outstanding. See “The Special Meeting” beginning on page 64.


Q:		How are votes counted?

A:		Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “For” and “Against” votes, abstentions and broker non-votes. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not receive instructions with respect to the proposal from the beneficial owner. Because the approval of the Merger Agreement under Florida law requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting, the failure to vote, broker non-votes and abstentions will have the same effect as voting “Against” the approval of the Merger Agreement. With respect to the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies, because the approval of such proposal requires the affirmative vote of holders representing a majority of the shares present in person or by proxy at the special meeting, broker non-votes and abstentions will have the same effect as voting “Against” that proposal. A failure to vote, however, will have no effect with respect to the adjournment proposal.

Q:		How many votes are required to approve the Merger Agreement?

A:		Under Florida law, holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting voting in favor of approval is required to approve the Merger Agreement. Accordingly, failure to vote or an abstention will have the same effect as a vote against the approval of the Merger Agreement. Approval of the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes properly cast at the time of the meeting to approve the Merger Agreement requires the affirmative vote of holders representing a majority of the shares present in person or by proxy at the special meeting. The merger does not require the approval of at least a majority of the Company’s unaffiliated shareholders.

Q:		How many votes do we already know will be voted in favor of the Merger Agreement?

A:		Directors and executive officers Dosoretz, Sheridan, Rubenstein, Katin and Watson who collectively beneficially own approximately 40.4% of our common stock, have each entered into a Support and Voting Agreement to vote their shares for approval of the Merger Agreement.

Q:		How does our board of directors recommend that I vote on the proposals?

A:		Our board of directors recommends that our shareholders vote “FOR” the approval of the Merger Agreement. You should read “Special Factors — Fairness of the Merger; Recommendations of the Special Committee and Our Board of Directors” beginning on page 24 for a discussion of the factors that the special committee and our board of directors considered in deciding to recommend approval of the Merger Agreement to our shareholders. Our board of directors recommends that our shareholders vote “FOR” the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies.

Q:		What function did the special committee serve with respect to the merger and who are its members?

A:		The principal function of the special committee with respect to the merger was to consider, evaluate, assess, negotiate and reject or recommend to RTS’s full board of directors any potential transaction or strategic alternative, including the merger proposal submitted by Vestar Capital Partners. The special committee is composed of three independent and disinterested directors, Rabbi Agin, Leo Doerr and Ron Inge.

Q:		What do I need to do now?

A:		We urge you to read this proxy statement carefully in its entirety, including its annexes, and to consider how the merger affects you. If you are a shareholder of record, then you can ensure that your shares are voted at the special meeting by completing, signing and dating the enclosed proxy card and returning it in the envelope provided. If you hold your shares in “street name,” you can ensure that your shares are voted at the special meeting by instructing your broker on how to vote, as discussed below.


Q:		Who will bear the cost of this solicitation?

A:		The expenses of preparing, printing and mailing this proxy statement and the proxies solicited hereby will be borne by RTS. Additional solicitation may be made by telephone, facsimile or other contact by certain directors, officers, employees or agents of RTS, none of whom will receive additional compensation therefore. Vestar Capital, directly or through one or more affiliates or representatives, may, at their own cost, also make additional solicitation by mail, telephone, facsimile or other contact in connection with the merger.

Q:		Will a proxy solicitor be used?

A:		Yes. RTS has retained [ ]. to assist in the solicitation of proxies for the special meeting. RTS has paid [ ]. A retainer of $[ ] toward a final fee to be agreed upon based on customary fees for the services provided, which fee will include the reimbursement of out-of-pocket fees and expenses.

Q:		If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A:		Yes, but only if you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without those instructions, your shares will not be voted. Broker non-votes will be counted for the purpose of determining the presence or absence of a quorum, but will not be deemed votes cast and will have the same effect as voting against approval of the Merger Agreement and adjournment or postponement of the special meeting to solicit additional proxies.

Q:		Can I change my vote?

A:		Yes. You can change your vote at any time before your proxy is voted at the special meeting. If you are a registered shareholder, you may revoke your proxy by notifying the Corporate Secretary of RTS in writing or by submitting by mail a new proxy dated after the date of the proxy being revoked. In addition, your proxy may be revoked by attending the special meeting and voting in person (you must vote in person, as simply attending the special meeting will not cause your proxy to be revoked).

		Please note that if you hold your shares in “street name” and you have instructed your broker to vote your shares, the above-described options for changing your vote do not apply, and instead you must follow the directions received from your broker to change your vote.

Q:		What does it mean if I get more than one proxy card or vote instruction card?

A:		If your shares are registered differently or are in more than one account, you will receive more than one proxy card or, if you hold your shares in “street name,” more than one vote instruction card. Please complete and return all of the proxy cards or vote instruction cards you receive to ensure that all of your shares are voted.

Q:		Should I send in my stock certificates now?

A:		No. Shortly after the merger is completed, you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to the paying agent in order to receive the merger consideration. You should use the letter of transmittal to exchange stock certificates for the merger consideration to which you are entitled as a result of the merger. If your shares are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to affect the surrender of your “street name” shares in exchange for the merger consideration. DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY.


Q:		When can I expect to receive the merger consideration for my shares?

A:		Once the merger is completed, you will be sent a letter of transmittal with instructions informing you how to send in your stock certificates in order to receive the merger consideration. Once you have submitted your properly completed letter of transmittal, RTS stock certificates and other required documents to the paying agent, the paying agent will send you the merger consideration payable with respect to your shares.

Q:		I do not know where my stock certificate is — how will I get my cash?

A:		The materials the paying agent will send you after completion of the merger will include the procedures that you must follow if you cannot locate your stock certificate. This will include an affidavit that you will need to sign attesting to the loss of your certificate. You may also be required to provide a bond to RTS in order to cover any potential loss.

Q:		What happens if I sell my shares before the special meeting?

A:		The record date of the special meeting is earlier than the special meeting and the date that the merger is expected to be completed. If you transfer your shares of our common stock after the record date but before the special meeting, you will retain your right to vote at the special meeting, but will have transferred the right to receive the $32.50 per share in cash to be received by our shareholders in the merger. In order to receive the $32.50 per share, you must hold your shares through completion of the merger.

Q:		Am I entitled to assert appraisal rights instead of receiving the merger consideration for my shares?

A:		Yes. As a holder of our common stock, you are entitled to assert appraisal rights under Florida law in connection with the merger if you meet certain conditions, which conditions are described in this proxy statement under the caption “Appraisal Rights” beginning on 87.

Q:		What are the consequences of the merger to members of RTS’s management and board of directors?

A:		Following the merger, it is expected that the members of our management will continue as management of the surviving corporation. Our current board of directors, however, will be replaced by a new board of directors to be nominated by Parent, although we understand that Messrs. Sheridan, Dosoretz, and Rubenstein will continue to serve as directors. Like all other RTS shareholders, members of our management and board of directors will be entitled to receive $32.50 per share in cash for each of their shares of our common stock (including any restricted shares less applicable withholding taxes). However, the Rollover Investors and certain additional non-executive members of management are expected to exchange certain of their shares for units of limited liability company interests in Holdings. All options (whether or not vested) to acquire our common stock will be canceled at the effective time of the merger and holders of these options will be entitled to receive a cash payment equal to the amount, if any, by which $32.50 exceeds the exercise price of the option, multiplied by the number of shares of our common stock underlying the options.

Q:		Will members of RTS’s management or board of directors hold any equity interests in the surviving corporation following the consummation of the merger?

A:		Messrs. Sheridan, Dosoretz, Rubenstein and Katin are expected to contribute shares of RTS common stock to Holdings in exchange for units of limited liability company interests in Holdings, the holding company of Parent. They will also be given the opportunity to acquire additional equity interests in Holdings under the management equity incentive plan described under “Special Factors — Interests of Our Directors and Executive Officers in the Merger — Management Equity Incentive Plan,” In addition, certain non-executive employees of RTS are expected to exchange RTS common stock for equity interests in Holdings at the same price per share as Messrs. Sheridan, Dosoretz, Rubenstein and Katin. It is currently expected that Messrs. Sheridan, Dosoretz, Rubenstein and Katin will each own (excluding the

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, contain not only historical information, but also forward-looking statements. Forward-looking statements represent RTS’s expectations or beliefs concerning future events, including the following: any projections or forecasts, including the financial forecast included under “Financial Forecast” beginning on page 96, any statements regarding future sales, costs and expenses and gross profit percentages, any statements regarding the continuation of historical trends, any statements regarding the expected number of future treatment center openings and expected capital expenditures, any statements regarding the sufficiency of our cash balances and cash generated from operating and financing activities for future liquidity and capital resource needs and any statement regarding the expected completion and timing of the merger and other information relating to the merger. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “should,” “estimates” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss our future expectations or state other forward-looking information and may involve known and unknown risks over which we have no control. Those risks include, without limitation:


	•	the satisfaction of the conditions to consummation of the merger, including the approval of the Merger Agreement by our shareholders;

	•	the actual terms of the financing that will be obtained for the merger;

	•	the current condition of the credit market;

	•	the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including a termination under circumstances that could require us to pay a termination fee of up to $25,000,000 to Holdings and to reimburse Holdings for Parent’s out-of-pocket expenses up to $3,000,000;

	•	although the debt financing described in this proxy statement is not subject to the lenders’ satisfaction with their due diligence or to a “market out,” such financing might not be funded on the closing date because of failure to meet the closing conditions or for other reasons;

	•	the effect of the buyer failing to close on the merger and our inability to obtain specific performance;

	•	the amount of the costs, fees, expenses and charges related to the merger;

	•	the effect of the announcement or pendency of the merger on our business relationships, operating results and business generally, including our ability to retain key employees;

	•	the risk that the merger may not be completed in a timely manner or at all, which may adversely affect our business and the price of our common stock;

	•	the potential adverse effect on our business, properties and operations because of certain covenants we agreed to in the Merger Agreement;

	•	the outcome of the legal proceedings instituted against us and others in connection with the merger;

	•	risks related to diverting management’s attention from our ongoing business operations;

	•	the healthcare industry is a highly competitive industry with many well-established competitors and a growing number of competitors;

	•	our results and ability to grow can be impacted by market changes relating to the historical sources of our patient referrals (i.e. urologists and oncologists) beginning to compete with us rather than referring patients to us;

	•	our results could be impacted by changes in medicare reimbursement rates applicable to us, including possible changes to the current capital equipment utilization rate assumption of 50%; local, regional, national and international economic conditions; the seasonality of our business; demographic trends;


		employee availability; government actions and policies; inflation; and increases in various costs, including treatment equipment;


	•	our results can be affected by healthcare regulations and governmental regulations and the impact of or changes in such governmental regulations can affect our ability to grow our business;

	•	our ability to expand is dependent upon various factors such as the availability of attractive sites for new treatment centers; ability to add new treatment centers and acquire new treatment centers at favorable prices; ability to obtain all required governmental permits and licenses on a timely basis; impact of government moratoriums or approval processes, which could result in significant delays; the ability to generate or borrow funds; the ability to negotiate suitable lease terms; and the ability to recruit and train skilled management and employees;

	•	weather and natural disasters could result in treatment center closures or delays in our ability to provide treatment which could also adversely affect our results; and

	•	other risks detailed in our filings with the SEC, including “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006. See “Where You Can Find More Information” on page 99.

We believe that the assumptions on which the forward-looking statements in this proxy statement are based are reasonable. However, we cannot assure you that the actual results or developments we anticipate will be realized or, if realized, that they will have the expected effects on our business or operations. In light of significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on such statements. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this proxy statement or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, we do not undertake to update these forward-looking statements to reflect future events or circumstances.

INTRODUCTION

This proxy statement and the accompanying form of proxy are being furnished to RTS’s shareholders in connection with the solicitation of proxies by our board of directors for use at a special meeting of our shareholders to be held at [ ], Florida [ ], on[ ], [ , 2008], at 11:00 a.m., Eastern Time.

We are asking our shareholders to vote on the approval of the Merger Agreement. If the merger is completed, RTS will become a direct or indirect wholly owned subsidiary of Parent, and our shareholders will have the right to receive $32.50 in cash, without interest, for each outstanding share of our common stock.

SPECIAL FACTORS

Background of the Merger

Our board of directors periodically reviews and assesses strategic alternatives available to maximize value to our shareholders and prospects for continued operations as an independent public company. During recent years, the costs and management time and attention requirements of being a public company have significantly increased. In addition, at the end of fiscal 2006 and during the first quarter of 2007 management and the board of directors began to believe that RTS’s capital requirements to fund the maintenance and growth of its future operations would be significantly increased as compared to prior years. During December 2006 and January 2007, members of our senior management had preliminary informal meetings with representatives from various investment banking firms, regarding potential debt financing opportunities that might be available to RTS. During the same period, management and the board of directors also began to believe that because it

would be a significant challenge to finance both short-term and long-term growth and maintain satisfactory levels of profitability, it would be necessary to evaluate the current state of its capital structure.

On March 1, 2007, at a regular board of directors meeting with representatives from management and our outside legal advisor Shumaker, Loop & Kendrick, LLP (“Shumaker”) present, an investment banking firm discussed with the board of directors, at our invitation, the potential availability of more permanent types of debt financing including, term bank debt, high yield bonds and convertible debt as well as the advantages and disadvantages of each and the favorable market conditions for such financing options. The board of directors discussed the various debt options and the related costs. Management expressed its belief that regardless of the type of capital source, RTS should consider raising additional capital given the then current favorable market conditions. Management indicated that entering into new debt financing arrangements could add a certain amount of liquidity to RTS’s balance sheet, but indicated that such debt financing would primarily be used to replace our existing bank debt. At this meeting, the board of directors expressed its belief that while debt financing alone may not be sufficient to address all of RTS’s future capital needs, it authorized management to further explore the replacement of RTS’s existing bank debt with a more permanent form of capital.

At the March 1, 2007 board meeting, our Chief Executive Officer and President, Dr. Daniel Dosoretz, also reviewed with the board of directors the most recent trends in the healthcare industry and their potential impact on RTS’s business and operating strategies. There was discussion regarding financing alternatives, private equity investment and the benefits and risks of being a public company. The board of directors discussed the challenges and opportunities that RTS may face in the future associated with its business, including but not limited to continued growth, capital expenditures, reimbursement rates and personnel needs and constraints. The board of directors, while considering opportunities (such as growth in RTS’s business and equipment utilization initiatives designed to maximize patient care and thereby revenue), also discussed the advantages and disadvantages associated with remaining a public company (including, without limitation, future uncertainties associated with Medicare reimbursement policy changes and their potential impact on market perceptions and RTS’s stock price).

Dr. Dosoretz also informed the board of directors at the March 1, 2007 board meeting that he had recently received several unsolicited contacts from third parties inquiring about interest in a possible transaction with RTS. He indicated that no specific proposals had been made or discussed, and that these contacts were limited to general inquiries. The board of directors discussed in general the potential strategic alternatives that could be available to RTS, and the board of directors determined to continue with RTS’s existing growth strategy of internal and external development through investing in our existing facilities and selectively acquiring new facilities. The board of directors expressed a desire to review all possible strategic alternatives available for shareholders to realize substantial value that may not be available at another time given the then current activity in the mergers and acquisitions market and strength of the financing markets and noted that the decision to pursue any specific transaction, financing or other strategic opportunity must be subject to the board’s prior review and approval.

In March 2007, Wachovia Capital Markets, LLC (“Wachovia Securities”), one of our longstanding financial advisors, was engaged as our financial advisor in connection with assisting us in exploring and evaluating potential strategic alternatives available to RTS. On March 27, 2007, we commenced, with the assistance of Wachovia Securities, a third party solicitation process regarding a potential sale of RTS as one of our possible strategic alternatives. During late March 2007 and April 2007, as part of its engagement and at our direction, Wachovia Securities initially contacted 14 strategic buyers and 20 financial buyers (including Vestar Capital Partners) regarding their interest in a possible transaction with RTS, as one of our potential strategic alternatives. These parties were selected by RTS, in consultation with Wachovia Securities, based on a determination of which parties might have an interest in, and the ability to conclude, a transaction at a reasonable price if we decided to pursue this particular type of strategic alternative. In late April and early May of 2007, an additional eight potential financial buyers were contacted regarding their interest in a possible transaction with RTS.

On April 10, 2007, the board of directors convened a special meeting, which was attended by members of our management as well as representatives from our legal and financial advisors. Representatives from

Wachovia Securities updated our board of directors regarding the on-going strategic alternative process and reviewed and discussed potential strategic alternatives for RTS, including various financing options as well as a sale of RTS. The board of directors, while clearly reiterating that it had not made any determination of which strategic alternative, if any, RTS should ultimately pursue, directed Wachovia Securities to continue to assist RTS in exploring possible options with potential parties that might be interested in a possible business combination with, interest in, or acquisition of, RTS, so that the board could evaluate potential options.

On April 26, 2007, the board of directors held a special meeting, at which meeting members of our management as well as representatives from our legal and financial advisors also participated. The board of directors discussed certain financial and strategic alternatives available to RTS, including, among other things, debt refinancing, equity transactions and recapitalization alternatives and a potential sale, and the various considerations and advantages and disadvantages related to these alternatives. Wachovia Securities updated the board on the preliminary indications of interest received from six potential financial buyers and one potential strategic buyer. These preliminary indications of interest, which at this time were based solely on public information since non-public information had not yet been made available to parties, reflected potential valuations for RTS within a range of $34.00 to $40.00 per share of RTS common stock. The closing price of our common stock on April 26, 2007 was $29.47.

At the April 26, 2007 meeting, the board of directors indicated that it believed that it would be in the best interests of RTS and its shareholders to continue to explore strategic options available to RTS and unanimously approved going forward with the next steps towards exploring potential strategic alternatives. These next steps, with respect to a potential sale transaction, included forwarding proposed confidentiality and nondisclosure agreements to the interested potential financial and strategic buyers that had expressed interest (including negotiating any requested revisions) and assembling a data room and formulating management presentations. At the April 26 meeting, the board of directors reiterated that its approval of further exploring a potential sale transaction was not a decision to engage in such a transaction. Any decision to engage in a debt financing or strategic transaction would be made, if at all, only after appropriate consideration of possible strategic and financial alternatives.

On May 3, 2007, at a regular meeting the board of directors appointed David Watson, the Chief Financial Officer of RTS and Ronald Inge, one of our independent and disinterested directors, to work with RTS’s outside legal counsel and authorized them to make any decisions on RTS’s behalf regarding the confidentiality and nondisclosure agreements to be entered into with potential financial and strategic buyers. Confidentiality and nondisclosure agreements were determined to be necessary so that we could provide such parties with non-public information.

During the period of May 8, 2007 through May 16, 2007, Vestar Capital Partners and six other parties entered into confidentiality and nondisclosure agreements. Such parties were provided access to the data room, as well as other non-public information from us. Following the execution of the confidentiality and nondisclosure agreements and review of the information in the data room, the sole strategic buyer among the interested parties informed us that it was withdrawing from the process due to recent changes in such strategic buyer’s business, leaving only the six potential financial buyers. The interested parties were provided guidelines and a timeframe for submitting a formal written proposal. The interested parties were notified that RTS expected to promptly evaluate the proposals (with the assistance of RTS’s legal and financial advisors) to determine if RTS would continue to explore its strategic alternatives. They were also notified that if RTS elected to continue the process, it would select a limited number of parties to complete due diligence and negotiate definitive agreements based on the belief of the board of directors that inviting a limited number of parties who were the most realistic potential acquirors would result in a more efficient and manageable process, limiting both the disruption to RTS as well as the disclosure of RTS’s most sensitive confidential information.

On June 14, 2007, the board of directors met to further discuss the status of the potential financial and strategic alternatives process. Members of our management and representatives of our legal advisor also attended the meeting. The board of directors again discussed possible strategic alternatives, including, among other things, debt refinancing, equity transactions and recapitalization alternatives and a potential sale of the

Company. However, no decision was made by the board of directors as to a particular course of action at the meeting. Shumaker discussed the fiduciary duties of the directors under the applicable corporate law of the State of Florida. After discussions regarding the ability of prospective members to be independent and whether they were disinterested in the context of any potential alternative transaction to serve on a special committee, the board of directors established a special committee of independent and disinterested directors, originally comprised of Rabbi Agin and Messrs. Doerr (Chairman), Inge and Dorsett (who was relieved from service on the special committee on August 2, 2007 for health reasons). Janet Watermeier, who joined RTS’s board of directors as an independent director in May 2007 and was attending her first board meeting, was not appointed to the special committee due to her then limited knowledge and experience with RTS.

At the June 14, 2007 meeting establishing the special committee, the board of directors gave the special committee full power and authority to review, evaluate and determine whether it would be appropriate to move forward with any potential transaction or other strategic alternative, as well as to review, evaluate and, if appropriate, negotiate and recommend approval or rejection to the board of directors regarding whether to proceed with a sale of RTS or other strategic alternative. It was reiterated at the meeting that throughout the process the board of directors had instructed management not to discuss their own potential arrangements with any parties that might be interested in a transaction and that management should not do so in the future unless authorized by the special committee.

Immediately following the board of directors meeting on June 14, 2007, the special committee met to address the next steps. The special committee requested and was provided with a list of law firms experienced in, and capable of, providing legal services to special committees, including, without limitation Holland & Knight, LLP (“Holland & Knight”). The special committee met separately and considered potential legal counsel, including firms not included on the list. The special committee chairman had discussions with several law firms and obtained engagement letters from three law firms for the special committee to consider. Subsequently, the special committee engaged Holland & Knight as its legal advisor on June 25, 2007.

On June 18, 2007, Vestar Capital Partners submitted a preliminary formal indication of interest at $36.75 per share of RTS common stock and, on June 19, 2007, another bidder (“Bidder One”) submitted a preliminary formal indication of interest at $38.00 per share of RTS common stock. On such dates, the closing price per share of RTS common stock was $26.77 and $26.35, respectively. Each proposal required equity participation by senior management of RTS. On June 20, 2007, a third party expressed a willingness to engage in a private investment in RTS at no premium to RTS’s stock price. On such date, the closing price per share of RTS’s common stock was $25.79.

On June 21, 2007, the board of directors held a special meeting to discuss the results of the strategic alternatives process to date. Members of our management and representatives of our legal and financial advisors also attended the meeting. The board of directors received an update regarding current capital market conditions in the leveraged finance, equity and convertible debt markets, and there was a discussion regarding the pros and cons of high yield debt, convertible debt, bank debt and share repurchase and equity alternatives. The board of directors also received an overview of the third party solicitation process conducted to date regarding a potential sale of RTS. Wachovia Securities noted that during the process a total of 11 participants had submitted initial indications of interest based on public information. Our legal and financial advisors reviewed with the board of directors the two formal proposals received to date and it was noted that both proposals contemplated rollover by management of a portion of their holdings in the proposed transaction. After a discussion, the board of directors determined that the special committee would need to consider the proposals at its sole discretion and inform the board of its decision on the next steps in the process.

On June 25, 2007, the special committee held a meeting to discuss with Holland & Knight the special committee’s role and the written proposals that had been submitted. Holland & Knight advised the members of the special committee regarding their fiduciary duties in the context of evaluating the strategic alternatives available to RTS, including, without limitation, a sale of RTS. The special committee decided to engage a financial advisor to assist the special committee in determining whether a sale was appropriate and ensure that RTS engaged in an appropriate marketing and sales process. Holland & Knight agreed, at the request of the special committee, to contact four financial advisors, including Morgan Joseph, and arranged for each of them

to make a presentation to the special committee. Chairman Doerr noted that up to this point in time bidders had not been permitted to contact management to discuss management’s participation in a potential transaction. The special committee unanimously agreed that because the bidders had been narrowed to two parties (Vestar Capital Partners and the other interested party) and the proposals from both parties contemplated equity participation by RTS management, it would now be appropriate for management to begin speaking directly to the bidders to discuss such matters as employment agreements, management stock rollover, and other matters relative to management. It was further noted that, because management owned approximately 40.4% of RTS’s outstanding common stock, no acquisition transaction could likely be achieved without management participation and support.

Beginning on June 28, 2007, management engaged in discussions with the two bidders regarding the potential terms of employment agreements, management stock rollover and other matters relating to management and apprised Holland & Knight of the status.

From June 28, 2007 through July 2, 2007, the special committee met for presentations by the four potential financial advisors in order to assess the ability of each to assist the special committee in determining whether a sale of RTS was in the best interest of the nonaffiliated shareholders, and if so, to facilitate the sale of RTS.

On July 3, 2007, the special committee met to discuss the proposals from the four potential financial advisors. After lengthy discussions, the special committee determined that all four potential financial advisors were well qualified, but that Morgan Joseph and one other firm had the best overall fit with RTS and the special committee. The special committee instructed Holland & Knight to negotiate with two of the potential financial advisors, one of which was Morgan Joseph.

On July 5, 2007, the special committee met to discuss Holland & Knight’s communications with the two potential financial advisors. A discussion ensued regarding the engagement letters received from each of the financial advisors and the relative preference of the special committee for either firm. The special committee agreed that the special committee’s financial advisor should not be chosen based upon fees alone, but also based upon: integrity; reputation; its ability to negotiate on behalf of the special committee; and experience.

On July 6, 2007, the special committee voted to engage Morgan Joseph as its financial advisor. As part of its engagement, Morgan Joseph was requested to review the process undertaken by RTS, with the assistance of Wachovia Securities, in exploring strategic alternatives. The special committee instructed Morgan Joseph to contact a limited number of additional potential financial and strategic buyers that had not been previously contacted on RTS’s behalf by Wachovia Securities that were most likely to offer an appropriate price for RTS and that offered a reasonable degree of certainty to close on a prompt basis. In deciding to limit the number of potential buyers approached by Morgan Joseph, the special committee took into account, among other things, the process already undertaken by RTS, with the assistance of Wachovia Securities.

On July 11, 2007, representatives of Morgan Joseph provided the special committee with a proposed timetable for its activities, which was then approved. After extensive discussions, the special committee reached a consensus that all potential buyers should provide indications of interest by no earlier than July 25, 2007 to ensure potential buyers had sufficient time to evaluate RTS.

On July 13, 2007, a special committee meeting was held at which Morgan Joseph provided an update on its activities. Representatives of Morgan Joseph described to the special committee the discussions between Morgan Joseph and Wachovia Securities over the past week. Representatives of Morgan Joseph discussed the potential buyers that had been approached at RTS’s direction by Wachovia Securities and then discussed five additional potential buyers that Morgan Joseph intended to approach. Representatives of Morgan Joseph also indicated to the special committee preliminarily that it believed that RTS had allocated a sufficient amount of time to its third party solicitation process and that the number and type of potential buyers of RTS that were contacted was generally appropriate given the type of industry in which RTS operates and the size of and financing needs for a potential transaction. Representatives of Morgan Joseph stated that seven of the parties (including Vestar Capital Partners) previously contacted entered into confidentiality and non disclosure agreements and six of these (including Vestar Capital Partners) continued to conduct further due diligence.

Following a lengthy discussion, the special committee directed Morgan Joseph to proceed with contacting these parties.

On July 25, 2007, the special committee met to discuss with representatives of Morgan Joseph its contacts with additional potential buyers. Representatives of Morgan Joseph indicated that it had contacted five additional potential buyers. One of these buyers declined to consider a bid. The other four agreed to evaluate RTS but ultimately decided not to submit an indication of interest. Representatives of Morgan Joseph indicated that it would complete its evaluation of the Company’s third party solicitation process by July 27, 2007. The special committee then engaged in a discussion regarding the factors that were relevant to the decision of continuing as a public company or entering into a transaction that would result in RTS being taken private. Among other factors, increasing compliance costs of being a public company and increased potential liability for noncompliance were discussed.

During the week of July 23, 2007, the Dow Jones Industrial Average declined approximately 600 points largely as a result of concerns related to subprime lending. Given this market uncertainty, debt financing for potential buyers of RTS became increasingly difficult and more costly.

On August 2, 2007, the board of directors, during its regularly scheduled board meeting, relieved Mr. Dorsett from all of his committee assignments, including service on the special committee, as a result of health-related problems.

On August 2, 2007, the per share price of RTS’s common stock declined significantly following the Company’s earnings release which announced that RTS had failed to meet its expected financial performance and lowered its future estimates for the second consecutive quarter. Also, during early August 2007, the equity and debt capital markets experienced significant volatility, particularly related to subprime debt. As a result, the special committee requested that Morgan Joseph temporarily discontinue its efforts until the capital markets stabilized and RTS was able to revise its estimates and projections. RTS completed its revised estimates and projections on or about August 29, 2007.

On September 6, 2007, the special committee met to discuss the status of potential buyers of RTS. Representatives of Morgan Joseph stated that six other potential buyers that had been contacted by Morgan Joseph made inquiries about RTS. Representatives of Morgan Joseph also discussed with the special committee revised forecasts and projections prepared by RTS that included significant downward revisions to revenue growth and EBITDA based upon RTS’s revised expectations. Representatives of Morgan Joseph also expressed concern about whether adequate debt financing would be available in light of RTS’s performance and the current credit conditions in the market. Representatives of Morgan Joseph expressed their belief that the amounts lenders would be willing to lend, relative to similar transactions in the recent past, would be significantly reduced. After extensive discussions, the special committee reached a consensus that all potential buyers should provide revised indications of interest by no later than September 14, 2007.

Between September 10, 2007 and September 14, 2007, Morgan Joseph contacted potential buyers, including those who were involved in the process prior to RTS’s stock price decline in August 2007, to assess such potential buyers’ interest in RTS following such stock price decline. Morgan Joseph received five indications of interest as a result of its contact with potential buyers. Bidder One submitted a revised indication of interest which reflected a range of $27.00 to $28.00 per share of RTS common stock. The second bidder indicated a range of $28.00 to $30.00 per share of RTS common stock (“Bidder Two”). The third bidder, a strategic buyer, indicated a range of $29.00 to $32.00 per share of RTS common stock (“Bidder Three”). The fourth bidder indicated a range of $30.00 to $34.00 per share of RTS common stock (“Bidder Four”). Vestar Capital Partners provided a revised indication of interest at $32.00 per share of RTS common stock. Vestar Capital Partners indicated in its bid proposal that it desired a 10-business day exclusivity period. Vestar Capital Partners also informed Morgan Joseph that the Company had until September 21, 2007 to accept its proposal.

During the week of September 16, 2007, Morgan Joseph engaged in discussions with all of the bidders. Morgan Joseph attempted to raise each bid to at least $32.00 per share and also to ascertain the level of

interest of each bidder, the necessary due diligence for each bidder to proceed and the ability of each bidder to close the acquisition.

On September 20, 2007, Morgan Joseph, at the direction of the special committee, asked Vestar Capital Partners to increase its bid from $32.00 per share to $34.00 per share in exchange for the 10-business day exclusivity period.

On September 21, 2007, the special committee met to discuss the status of the various potential buyers of the Company. Representatives of Morgan Joseph indicated that Vestar Capital Partners had declined to increase its bid to $34.00 per share in exchange for a 10-business day exclusivity period. Representatives of Morgan Joseph also informed the special committee that Vestar Capital Partners reiterated its requirement that the special committee accept or reject its proposal by 5:00 p.m. on September 21, 2007. Representatives of Morgan Joseph also indicated that Bidder One informed them that it would not make a bid at $30.00 per share or higher. As a result, the proposal from Bidder One was rejected by the special committee.

Also at this meeting, the special committee concluded that because Bidder Two’s range was too low, it was not a suitable buyer. The special committee also concluded that Bidder Three was not a suitable buyer because (i) given Bidder Three’s bid range, Bidder Three’s proposal was unlikely to exceed Vestar Capital Partner’s proposal, and (ii) Bidder Three indicated its desire to integrate operations of RTS with another company post closing, and management had indicated an unwillingness to work with Bidder Three’s management.

The special committee gave additional consideration to Bidder Four’s proposal. Bidder Four indicated to Morgan Joseph that before it could make a more definitive indication of interest, which would include specifics regarding the price it would be willing to pay, it would require meetings with management and at least three weeks of due diligence after such meetings were concluded. The special committee further instructed Morgan Joseph to engage in discussions with Bidder Four to clarify the amount of due diligence that would be required by Bidder Four and assess the likelihood that Bidder Four would make a bid at the top end of its range. The special committee then determined that it would reject the deadline established by Vestar Capital Partners and also directed Morgan Joseph to attempt to increase Vestar Capital Partners’ bid in exchange for the 10-business day exclusivity period.

Thereafter, on September 21, 2007, Morgan Joseph informed Vestar Capital Partners that RTS needed more time to evaluate Vestar Capital Partners’ proposal and, as a result, would not meet Vestar Capital Partners’ deadline of 5:00 p.m. September 21, 2007. Vestar Capital Partners agreed to extend its proposal deadline until 5:00 p.m., September 24, 2007. Morgan Joseph also continued discussions with Bidder Four.

During the day of September 24, 2007, Morgan Joseph continued discussions with Vestar Capital Partners and Bidder Four.

On September 24, 2007, the special committee met to further discuss the status of the potential buyers of RTS. Representatives of Morgan Joseph indicated that Vestar Capital Partners agreed to increase its bid to $32.50 per share and that Vestar Capital Partners emphasized that such bid was its last and final bid and that it would only participate in further discussions if it received a 10-business day exclusivity period. Representatives of Morgan Joseph indicated that nothing had come to their attention that was likely to preclude it from rendering a fairness opinion at consideration of $32.50 per share if asked to do so. The special committee then discussed the two potential bids that remained: the bids from Vestar Capital Partners and Bidder Four. The special committee noted that Bidder Four had reiterated to Morgan Joseph that it needed three weeks after meetings with management to conduct due diligence before it could provide a formal bid (rather than just a price range). The special committee discussed the fact that even though the top of Bidder Four’s price range was higher than that of Vestar Capital Partners, there was no assurance that any bid would be made by Bidder Four upon the completion of its due diligence. In addition, the special committee noted that Vestar Capital Partners’ bid currently offered more certainty of value to the unaffiliated shareholders of RTS given that Vestar Capital Partners had substantially completed its due diligence. As a result, the special committee determined that waiting at least an additional three weeks for Bidder Four to complete its due diligence presented too much risk to RTS because it was likely that Vestar Capital Partners would cease

participation if its request for a 10-business day exclusivity period was not accepted. Accordingly, the special committee approved entering into the 10-business day exclusivity period with Vestar Capital Partners. The special committee at that time did not approve the sale of RTS. The exclusivity period with Vestar Capital Partners began on September 25, 2007.

At the September 24, 2007 special committee meeting, the special committee discussed other alternatives available to the Company and the concerns regarding RTS’s ability to meet earnings expectations if RTS continued as a public company. The special committee also expressed concerns regarding uncertainty related to medicare reimbursements and the potential related impact to RTS’s stock price and future prospects. Significant concerns were also expressed regarding the slowing of RTS’s growth rate and the difficulty of financing future growth.

Beginning on September 27, 2007, extensive negotiations were conducted with Vestar Capital Partners regarding the terms of the merger agreement and the management arrangements. Vestar Capital Partners and its lenders completed their due diligence related to RTS.

On October 5, 2007, the board of directors held a meeting to discuss the status of the strategic alternatives process. Members of our management and representatives of our legal and financial advisors, as well as representatives of the special committee’s financial advisor, also attended the meeting. The board of directors further discussed, among other things, the potential strategic alternatives, including refinancing and recapitalization alternatives, that had been discussed at the board of directors meeting on June 21, 2007. In addition, Wachovia Securities updated the board of directors as to the then current debt market conditions, noting that the debt markets had been severely impacted by subprime related activities in August 2007 which continued to have an adverse impact on liquidity and available commitments for leveraged transactions and debt financings. At this meeting, a representative from Morgan Joseph apprised the board of directors of its work with the special committee and indicated that it had reviewed the third party solicitation process that had been undertaken by RTS with the assistance of Wachovia Securities, and noted that it believed that such process had been very thorough.

On October 5, 2007, the special committee met with Holland & Knight to discuss the status of negotiations with Vestar Capital Partners. Holland & Knight apprised the special committee of the material terms of the merger agreement that remained unresolved. The special committee provided its positions on the unresolved material terms and requested Holland & Knight to communicate these positions to Vestar Capital Partners and report back to the special committee following these communications. Numerous informal discussions between the special committee and Holland & Knight occurred during the period from October 5, 2007 through October 18, 2007.

During the exclusivity period and through October 19, 2007, management continued to negotiate the terms of employment agreements, management stock rollover and other management agreements with Vestar Capital Partners and apprised Holland & Knight of the status of such negotiations.

On October 10, 2007, the exclusivity period with Vestar Capital Partners expired. Although the special committee elected not to extend the 10-business day exclusivity period, because the special committee and Vestar Capital Partners were working in good faith towards resolving the outstanding issues on the Merger Agreement, the committee did not initiate discussions with any third parties pending resolution of outstanding issues with Vestar Capital Partners.

On October 12, 2007, the special committee met with Holland & Knight and representatives of Morgan Joseph. Representatives of Morgan Joseph discussed the progress of the negotiations to that date and provided an update on the overall condition of the capital markets. Holland & Knight updated the special committee regarding the status of the negotiations regarding the terms of the merger agreement with Vestar Capital Partners. The special committee and Holland & Knight discussed and agreed upon the upcoming action items and the overall timing for moving forward. The special committee considered RTS’s strategic alternatives without coming to any definitive resolution.

On October 16, 2007, the special committee met twice with Holland & Knight to discuss the status of negotiations with Vestar Capital Partners. The special committee discussed the material unresolved terms of

the merger agreement and provided guidance on its position with respect to such unresolved terms. Negotiations continued throughout the days and evenings of October 16, 2007 through October 18, 2007.

Our board of directors approved an amendment to RTS’s Bylaws effective as of October 17, 2007 providing that Section 607.0902 of the Florida Business Corporation Act, Florida’s control — share acquisition statute, does not apply to any control-share acquisition of any equity securities of RTS. The control-share acquisition statute is intended to deter hostile takeovers of publicly held Florida corporations.

During the evening of October 18, 2007, the special committee met to evaluate the proposed merger agreement and the other strategic alternatives available to RTS. Representatives of Morgan Joseph and Holland & Knight also attended the meeting. Holland & Knight summarized for the special committee the terms of the merger agreement and the terms of related agreements. Representatives of Morgan Joseph then discussed with the special committee the current status of the strategic alternatives available to RTS and reiterated their concerns related to RTS’s projections, ability to achieve historical profitability and ability to obtain debt financing on acceptable terms. After a thorough discussion and analysis with Morgan Joseph, the special committee determined that the other strategic alternatives available to RTS offered less value to the shareholders of RTS when compared to the proposed sale to Vestar Capital Partners. Representatives of Morgan Joseph then discussed their financial analyses of the proposed transaction with Vestar Capital Partners and delivered its verbal opinion, which was subsequently confirmed by delivery to the special committee of a written opinion, dated October 18, 2007, to the effect that, as of that date and based on and subject to the matters described in its written opinion, the proposed consideration of $32.50 per share of RTS’s common stock to be received by RTS’s shareholders (other than shareholders who perfect appraisal rights and other than the Rollover Investors) was fair, from a financial point of view, to those shareholders. The full text of Morgan Joseph’s opinion, which describes the assumptions made, general procedures followed, matters considered and the limitations on the scope of review conducted by Morgan Joseph in rendering its opinion is attached as Annex B. Following a thorough discussion of the proposed acquisition, early in the morning on October 19, 2007, the special committee voted unanimously in favor of the merger agreement and to recommend that the full board of directors and shareholders approve and adopt the merger agreement and the merger.

Later in the morning of October 19, 2007, the board of directors met to vote upon the proposed Merger Agreement with Vestar Capital Partners. At this meeting, the five independent and disinterested members of the board of directors (Rabbi Agin, Messrs. Doerr, Inge and Dosoretz and Ms. Watermeier) first unanimously approved entering into and adopting the Merger Agreement, and unanimously recommended shareholder approval and adoption of the Merger Agreement. Immediately following the approval and adoption of the Merger Agreement by the independent and disinterested members of the board of directors, the entire board of directors unanimously approved entering into and adopting the Merger Agreement. The independent and disinterested members of the board of directors also unanimously approved the Support and Voting Agreements, the merger and all of the other agreements contemplated by the Merger Agreement for all purposes of the Business Combination law of the State of Florida such that it would not prohibit, restrict or otherwise adversely affect any of the agreements, arrangement and transaction contemplated by the Merger Agreement and the Support and Voting Agreements.

On the afternoon of October 19, 2007, RTS and Vestar Capital Partners entered into the Merger Agreement. RTS and Vestar Capital Partners issued a joint press release announcing the transaction after the close of market on October 19, 2007.

Fairness of the Merger; Recommendations of the Special Committee and Our Board of Directors

In this section, we used the capitalized term “Board” to refer to our board of directors, other than Dr. Sheridan, our Chairman of the Board, Dr. Dosoretz, our Chief Executive Officer, Dr. Rubenstein and Dr. Katin. The Board believes that the merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement has been filed with the SEC) is both procedurally and substantively fair to RTS’s unaffiliated shareholders and in the best interests of RTS’s shareholders. On October 19, 2007, the special committee and board of directors separately approved and adopted the Merger Agreement and authorized the

transactions contemplated by the Merger Agreement, including the merger, and recommended that RTS’s shareholders approve and adopt the Merger Agreement. In addition, the special committee believes that sufficient procedural safeguards were and would be present to ensure the fairness of the merger and to permit the special committee to represent effectively the interests of RTS’s unaffiliated shareholders without retaining an unaffiliated representative to act solely on behalf of such shareholders. The special committee considered a number of factors, including those discussed below, each of which it believed supported its decision and provided assurance of the fairness of the merger to RTS’s unaffiliated shareholders. In reaching these conclusions, the Board and the special committee considered the following material factors, among others:


	•	their belief based upon our historical and current financial performance and results of operation, our prospects and long term strategy, our competitive position in our industry, the outlook for reimbursement rates, the radiation treatment industry and general, regulatory, economic and stock market conditions, that the $32.50 per share merger consideration would result in greater value to our shareholders than pursuing our current business plans;

	•	the $32.50 in cash to be received by RTS’s shareholders in the merger represents:


	•	a premium of approximately 51.0% over the closing price of shares of RTS common stock on October 19, 2007, the last trading day prior to announcement of the merger;

	•	a premium of approximately 51.0% over the average closing price of shares of RTS common stock over a 30-day period; and

	•	a premium of approximately 33.0% over the average closing price of shares of RTS common stock over a 90-day period;


	•	that holders of RTS common stock will have the opportunity to demand appraisal of the fair value of their shares under Florida law;

	•	that the consideration to be paid in the merger is all cash, which provides certainty of value to RTS’s shareholders;

	•	their view that the financing for the merger would be obtained based on the financing commitments received by Parent and Merger Sub with respect to the Merger Agreement, the institutions providing such commitments and the conditions to the obligations of such institutions to fund such commitments, each as described under the caption “Special Factors — Financing” on page 43;

	•	their belief that RTS’s stock price was not likely to trade at or above the $32.50 price offered in the merger in the near future. The board of directors and the special committee based this belief on a number of factors, including: the directors’ knowledge and understanding of RTS’s prospects in an increasingly competitive industry; the uncertainty regarding possible changes in governmental policies related to reimbursement; the slowing of RTS’s growth rate; the increased uncertainty regarding RTS’s ability to obtain financing necessary to fund future growth; the impact of RTS’s failure over successive quarters to meet its internal financial projections and business plan and the impact of such failure on stock price and research analyst target prices;

	•	the financial analysis conducted by Morgan Joseph and presented at the special committee meeting on October 18, 2007, and the opinion of Morgan Joseph, described in detail under “— Opinion of Morgan Joseph & Co. Inc.” to the effect that, as of October 18, 2007, and based on and subject to the various factors, assumptions and limitations set forth in its written opinion, the $32.50 per share merger consideration to be received by holders of shares of RTS common stock (other than the Rollover Investors) was fair from a financial point of view to those shareholders;

	•	alternatives to the merger, including the increased level of execution risk and the decreased likelihood of successful completion, of any such alternatives;

	•	their belief, after a thorough, independent review, that the sale to Vestar Capital Partners (including the $32.50 per share merger consideration) was more favorable to RTS shareholders than the potential value that might result from other alternatives available to RTS, including remaining an independent


		public company and pursuing the current strategic plan, pursuing acquisitions, pursuing a leveraged buyout transaction with private equity firms other than Vestar Capital Partners, or pursuing a sale to or merger with a company in the same or a related industry, given the potential rewards, risks and uncertainties associated with those alternatives;


	•	their belief that the efforts of RTS to market itself to potentially interested parties, with the assistance of RTS’s and the special committee’s financial advisors, constituted a thorough and fair process to ensure that the $32.50 per share price provided in the transaction is the best reasonably available to RTS shareholders;

	•	the terms of the Merger Agreement, including the fact that the Merger Agreement contains provisions that provide RTS with the right, subject to certain conditions, to explore unsolicited proposals and to terminate the Merger Agreement and accept a “Superior Proposal” prior to shareholder approval of the Merger Agreement, subject to payment of a customary break-up fee and, in certain circumstances, to reimbursement of Parent’s out-of-pocket fees and expenses. The special committee believed that this provision together with the pre-transaction third party solicitation efforts were important in ensuring that the transaction would be substantively fair to RTS’s unaffiliated shareholders and in the best interests of RTS’s unaffiliated shareholders and provided the special committee with adequate flexibility to explore potential transactions with other parties;

	•	the fact that the members of the special committee were unanimous in their determination to approve and adopt the Merger Agreement and that the Merger Agreement was approved and adopted by all of the directors of RTS who are not participating in the transaction;

	•	the fact that the Merger Agreement is subject to limited conditions, including the fact that Parent delivered a financing commitment from reputable and financially sound lenders that, together with the equity commitment received, are sufficient to pay the merger consideration; and

	•	the fact that the transaction will be subject to the approval of RTS’s shareholders.

The special committee and the board of directors also believe the process by which RTS entered into the Merger Agreement with Parent and Merger Sub was fair, and in reaching that determination the special committee and the board of directors took into account, in addition to the factors above, the following:


	•	the consideration and negotiation of the Vestar Capital transaction was conducted under the oversight of the members of the special committee, consisting of three of the independent directors of RTS, and that no limitations were placed on the authority of the special committee. Accordingly, the special committee was free to explore a transaction with any other bidder it determined was more favorable or likely to be more favorable than Vestar Capital’s proposal, except for the limited period of exclusivity the special committee granted to Vestar Capital. The purpose of establishing the special committee and granting it the exclusive authority to review, evaluate and negotiate the terms of the transaction on behalf of RTS was to ensure that RTS’s unaffiliated shareholders were adequately represented by disinterested directors. None of the members of the special committee has any financial interest in the merger that is different from RTS’s unaffiliated shareholders generally;

	•	the special committee was advised by independent legal counsel and a nationally recognized financial advisor selected by the special committee. The special committee engaged Holland & Knight as legal counsel, Morgan Joseph as financial advisor and for the purpose of delivering an opinion regarding fairness and to advise the special committee in its efforts to represent RTS’s shareholders (other than the Rollover Investors). In determining to retain Morgan Joseph to act as the special committee’s financial advisor, the special committee was aware that Morgan Joseph is a national investment bank that had not, in the past, rendered services to RTS, Vestar Capital or any of Vestar Capital’s portfolio companies; and

	•	the special committee had extensive arm’s length negotiations with Vestar Capital over several months, which, among other things, resulted in an increase in the merger consideration of 1.6% from $32.00 to


		$32.50 per share and these negotiations followed several weeks of negotiations between Vestar Capital Partners and RTS’s financial advisor.

The special committee and the board of directors were aware of and also considered the following adverse factors associated with the merger, among others:


	•	that the shareholders of RTS (other than the Rollover Investors and additional members of management who may be given the opportunity to exchange restricted or unrestricted stock for units of limited liability company interests in Holdings) will have no ongoing equity participation in the surviving corporation following the merger, meaning that such shareholders will cease to participate in RTS’s future earnings or growth, or to benefit from any potential increases in the value of RTS common stock;

	•	that the proposed merger will be a taxable transaction for RTS shareholders whose shares are converted into cash in the merger;

	•	that if the merger is not completed, RTS will be required to pay its fees associated with the transaction as well as, under certain circumstances, reimburse Vestar Capital for its out-of-pocket fees and expenses associated with the transaction;

	•	that the Merger Agreement does not provide for a post-signing market test, although the special committee and the board of directors were satisfied that the process prior to entering into the Merger Agreement provided the special committee and the board of directors with an adequate opportunity to conduct a thorough pre-signing market test to ensure that the $32.50 per share merger consideration is the best available to RTS’s unaffiliated shareholders;

	•	that RTS will be required to pay to Holdings a termination fee and, in certain circumstances, to reimburse Holdings for Parent’s out-of-pocket fees and expenses if the Merger Agreement is terminated under certain circumstances; and

	•	that if the merger is not completed, RTS may be adversely affected due to potential disruptions in its operations.

In addition, the special committee was aware that the Rollover Investors would be entering into arrangements with Holdings simultaneous with the execution of the Merger Agreement providing that such persons will exchange a portion of their shares of RTS common stock for units of limited liability company interests in Holdings in connection with the completion of the transaction and that such persons would remain employed in substantially their respective current capacities following the completion of the transaction on terms that are more favorable than the current terms of their employment. Although the special committee was aware of these interests (and had reviewed agreements setting forth material terms of these arrangements), the special committee’s primary concern was to ensure that the per share merger consideration and other terms of the Merger Agreement were both procedurally and substantively fair to RTS’s unaffiliated shareholders and in the best interests of RTS’s shareholders. See “Special Factors — Interests of Our Directors and Executive Officers in the Merger” beginning on page 47.

In analyzing the transaction relative to the going concern value of RTS, the special committee and the board of directors each took into account the 30-day and 90-day average stock prices, which the special committee and the board of directors considered a meaningful reflection of RTS’s going concern value. The special committee and the board of directors did not consider liquidation value as a factor because RTS is a viable going concern business and the trading history of RTS common stock is an indication of its value as such. In addition, due to the fact that RTS is being sold as a going concern, the special committee and the board of directors did not consider the liquidation value of RTS relevant to a determination as to whether the merger is procedurally and substantively fair to RTS’s unaffiliated shareholders and in the best interests of RTS’s shareholders. Further, the special committee and the board of directors did not consider net book value a material indicator of the value of RTS because it understates RTS’s value as a going concern, but net book value is instead indicative of historical costs.

In view of the large number of factors considered by the special committee and the board of directors in connection with the evaluation of the Merger Agreement and the merger and the complexity of these matters, except as expressly noted above, the special committee and the board of directors did not consider it practicable to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision, nor did it evaluate whether these factors were of equal importance. In addition, individual directors may have given different weight to the various factors. The special committee held discussions with Morgan Joseph with respect to the quantitative and qualitative analysis of the financial terms of the merger. The special committee and the board of directors conducted a discussion of, among other things, the factors described above, with RTS’s management and the special committee’s and RTS’s legal and financial advisors. The special committee and the Board reached the conclusion that the merger is both procedurally and substantively fair to RTS’s unaffiliated shareholders and in the best interests of RTS’s shareholders. Therefore, the board of directors recommends that you vote “FOR” the approval of the Merger Agreement. Other than as described in this proxy statement, RTS is not aware of any firm offers by any other person during the prior two years for a merger or consolidation of RTS with another company, the sale or transfer of all or substantially all of RTS’s assets or a purchase of RTS’s securities that would enable such person to exercise control of RTS.

Purposes and Reasons of the Rollover Investors

The purposes of the Rollover Investors for engaging in the merger are to enable our shareholders to realize a premium on their shares of RTS based on the closing price of shares of our common stock on October 18, 2007 and to enable the Rollover Investors to continue to own minority equity interests in RTS after shares of RTS Common Stock cease to be publicly traded. In addition, Vestar Capital had requested that as part of the equity financing for the merger, the Rollover Investors and certain non-executive employees make an equity investment in Holdings by contributing a portion of their shares of RTS common stock to Holdings or make a cash investment in Holdings.

Purposes and Reasons of Holdings, Parent, Merger Sub and Vestar Capital

For Holdings, Parent and Merger Sub, the purpose of the merger is to effectuate the transactions contemplated by the Merger Agreement. For Vestar Capital, the purpose of the merger is to allow it to acquire all of the outstanding equity interests of RTS and to bear the rewards and risks of such ownership after shares of RTS common stock cease to be publicly traded. Holdings, Parent, Merger Sub and Vestar Capital did not consider any alternatives for achieving these purposes. The transaction was structured in the manner described in this proxy statement in order to provide Holdings, Parent, Merger Sub and Vestar Capital the best opportunity to achieve the purposes described above and will have the effect of RTS becoming a private company and a subsidiary of Holdings. Holdings, Parent, Merger Sub and Vestar Capital have undertaken to pursue the transaction at this time in light of the opportunities they perceive to strengthen RTS’s competitive position, strategy and financial performance under a new form of ownership.

Position of the Rollover Investors Regarding the Fairness of the Merger

Under the rules governing “going private” transactions, the Rollover Investors are required to express their beliefs as to the substantive and procedural fairness of the merger to RTS’s unaffiliated shareholders. The Rollover Investors are making the statements included in this subsection solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Messrs. Sheridan, Dosoretz, Rubenstein and Katin, each in his capacity as a member of our board of directors, participated in the deliberations of the resolutions of the board of directors on October 19, 2007 approving and adopting the Merger Agreement and authorizing the transactions contemplated by the Merger Agreement. Following the approval and adoption of the Merger Agreement by all of our independent directors, our full board unanimously approved and adopted the Merger Agreement. Messrs. Sheridan, Dosoretz, Rubenstein and Katin were not members of, and did not participate in the deliberations of, the special committee.

The Rollover Investors believe the merger is substantively and procedurally fair to RTS’s unaffiliated shareholders on the basis of the factors described below. However, the Rollover Investors have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the substantive and procedural fairness of the merger to RTS’s unaffiliated shareholders.

In making their determination that the merger is substantively fair to RTS’s unaffiliated shareholders, the Rollover Investors expressly adopted the unanimous recommendation of the special committee and considered the following material positive factors, among others:


	•	their belief based upon our historical and current financial performance and results of operation, our prospects and long term strategy, our competitive position in our industry, the outlook for the radiation treatment industry and general, regulatory economic and stock market conditions, that the $32.50 per share merger consideration would result in greater value to our shareholders than pursuing our current business plans;

	•	$32.50 in cash to be received by RTS’s shareholders in the merger represents:


	•	a premium of approximately 51.0% over the closing price of a share of RTS common stock on October 19, 2007, the last trading day prior to announcement of the merger;

	•	a premium of approximately 51.0% over the average closing price of a share of RTS common stock over a 30-day period leading up to announcement of the merger; and

	•	a premium of approximately 33.0% over the average closing price of a share of RTS common stock over a 90-day period leading up to announcement of the merger;


	•	their belief that RTS’s stock price was not likely to trade at or above the $32.50 per share price offered in the merger in the near future based on a number of factors, including RTS’s financial performance and results of operations as compared to its historical financial performance and results of operations, their knowledge and understanding of RTS’s prospects in an increasingly competitive highly regulated industry, RTS’s competitive position in the industry, potential competition, the outlook for reimbursement rates, research analyst target prices and general economic and stock market conditions;

	•	alternatives to the merger, including the increased level of execution risk, and the decreased likelihood of successful completion, of any such alternatives;

	•	their belief, based on the factors described in the preceding bullet points, that the $32.50 per share merger consideration would result in greater value to RTS’s shareholders than remaining a public entity and either pursuing management’s current business plan or undertaking a leveraged recapitalization, assuming one was possible in which RTS would incur debt and engage in a significant share repurchase program, or other alternatives considered as part of the strategic alternative initiative;

	•	holders of RTS common stock will have the opportunity to demand appraisal of the fair value of their shares under Florida law;

	•	the merger will provide consideration to RTS’s unaffiliated shareholders entirely in cash, thus eliminating any uncertainty in valuing the consideration to be received by such shareholders;

	•	their view that the financing for the merger would be obtained based on the financing commitments received by Parent and Merger Sub with respect to the Merger Agreement, the institutions providing such commitments and the conditions to the obligations of such institutions to fund such commitments, each as described under the caption “Special Factors — Financing” on page 43;

	•	the special committee unanimously determined, and the two independent and disinterested members of our board of directors unanimously determined, that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the merger, are both procedurally and substantively fair to RTS’s unaffiliated shareholders and in the best interests of RTS’s shareholders;

	•	that, prior to the Merger Agreement, RTS actively sought competing proposals for a business combination or acquisition and the special committee was permitted to do so as well; and


	•	the special committee received the opinion of Morgan Joseph, dated October 18, 2007, to the effect that, as of that date and based upon and subject to the factors, assumptions and limitations set forth in its written opinion, the $32.50 per share in cash to be received by the holders of the outstanding shares of RTS common stock pursuant to the Merger Agreement was fair from a financial point of view to those holders (other than the Rollover Investors).

The Rollover Investors also considered the following material negative factors, among others:


	•	RTS’s shareholders, with the exception of the Rollover Investors and certain other members of RTS management who may acquire equity interests in Parent in connection with the closing of the merger, will have no ongoing equity participation in RTS following the merger; such shareholders will cease to participate in RTS’s future earnings or growth, if any, or to benefit from increases, if any, in the value of RTS common stock and will not participate in any future sale of RTS to a third party;

	•	after the Merger Agreement was signed there would be no attempt made to contact other possible purchasers of RTS or to conduct a further public auction of RTS;

	•	the cash consideration to be received by the holders of RTS common stock will be taxable to them; and

	•	RTS common stock has traded at a price greater than $32.50 per share during the past twelve months.

The Rollover Investors believe that the merger is procedurally fair to RTS’s unaffiliated shareholders based upon the following material factors, among others:


	•	the special committee consisted entirely of directors who are independent and disinterested directors and included a majority of the independent and disinterested directors on our board of directors;

	•	the members of the special committee will not personally benefit from the consummation of the merger in a manner different from RTS’s unaffiliated shareholders;

	•	the special committee retained and was advised by independent legal counsel experienced in advising on similar transactions;

	•	the special committee retained and was advised by Morgan Joseph, which assisted the committee in its evaluation of the fairness from a financial point of view, to the holders of RTS common stock (other than the Rollover Investors) of the $32.50 per share cash merger consideration to be received by those shareholders;

	•	the merger was unanimously approved and adopted by the members of the special committee and by the other two independent and disinterested members of our board of directors;

	•	the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting; and

	•	prior to entering into the Merger Agreement a third party solicitation process was conducted by RTS and the special committee solicited competing acquisition proposals prior to entering into the Merger Agreement.

The Rollover Investors believe that the merger is procedurally fair despite the fact that our board of directors did not retain an unaffiliated representative, other than the special committee, to act solely on behalf of RTS’s shareholders for purposes of negotiating the terms of the Merger Agreement. In this regard, the Rollover Investors note that the use of a special committee of independent and disinterested directors is a mechanism recognized to ensure the procedural fairness of transactions of this type. The Rollover Investors also believe that the merger is procedurally fair despite the fact that Messrs. Sheridan, Dosoretz, Rubenstein and Katin, each in his capacity as a member of our board of directors, participated in the deliberation of the resolutions of our board of directors on October 19, 2007, approving and adopting the Merger Agreement and the transactions contemplated by the Merger Agreement and Mr. Watson was present during such deliberations; in this regard, the Rollover Investors note that all of the other members of the RTS board who voted on the transaction approved and adopted the Merger Agreement.

The Rollover Investors did not consider the net book value of RTS common stock in determining the substantive fairness of the merger to RTS’s unaffiliated shareholders because they believe that net book value, which is an accounting concept, does not reflect, or have any meaningful impact on, the market trading price of RTS common stock. They note, however, that the merger consideration of $32.50 per share of RTS common stock is higher than the net book value of the RTS common stock. The Rollover Investors did not consider liquidation value in determining the substantive fairness of the merger to RTS’s unaffiliated shareholders because of their belief that liquidation value did not present a meaningful valuation for RTS and its business; rather, it was the belief of the Rollover Investors that RTS’s value is derived from the cash flows generated from its continuing operations, rather than from the value of its assets that might be realized in a liquidation. Further, because RTS’s assets include a significant amount of intangible assets, leased properties and other assets that are not readily transferable or are subject to restrictions on their transfer in a liquidation scenario, the Rollover Investors concluded that RTS is not susceptible to a meaningful liquidation valuation. Moreover, it was the belief of the Rollover Investors that a large part of RTS’s success is attributable to its market share and market presence created by operating radiation treatment centers and its reputation for quality patient care, and any liquidation of its assets or break-up or piecemeal sale of its parts would not maximize shareholder value because it would not likely compensate RTS’s shareholders for the value inherent in its operations. Therefore, the Rollover Investors believed that the liquidation methodology would result in a lower valuation for RTS than had been proposed in the merger negotiations.

The foregoing discussion of the information and factors considered and given weight by the Rollover Investors in connection with their evaluation of the substantive and procedural fairness to RTS’s unaffiliated shareholders of the Merger Agreement and the transactions contemplated by the Merger Agreement is not intended to be exhaustive but is believed to include all material factors considered by them. The Rollover Investors did not find it practicable to and did not quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the substantive and procedural fairness to RTS’s unaffiliated shareholders of the Merger Agreement and the transactions contemplated by the Merger Agreement. The Rollover Investors believe that these factors provide a reasonable basis for their belief that the merger is substantively and procedurally fair to RTS’s unaffiliated shareholders. This belief should not, however, be construed as a recommendation to any RTS shareholder to vote to approve the Merger Agreement. However, Messrs. Sheridan, Dosoretz, Rubenstein and Katin, each in his capacity as a member of our board of directors, concur with the recommendation of our board of directors that our shareholders approve the Merger Agreement. See “Special Factors — Fairness of the Merger; Recommendations of the Special Committee and Our Board of Directors” beginning on page 24.

Position of Holdings, Parent, Merger Sub and Vestar Capital Regarding the Fairness of the Merger

Holdings, Parent, Merger Sub and Vestar Capital are making the statements included in this section solely for the purposes of complying with the applicable requirements of Rule 13e-3 and related rules under the Exchange Act. The views of Holdings, Parent, Merger Sub and Vestar Capital should not be construed as a recommendation to any shareholder as to how that shareholder should vote on the proposal to approve the Merger Agreement.

Holdings, Parent, Merger Sub and Vestar Capital attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the shareholders of RTS, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such shareholders. None of Holdings, Parent, Merger Sub or Vestar Capital believe that it has or had any duty, fiduciary or otherwise to RTS or its shareholders, including with respect to the merger and its terms. The shareholders of RTS were, as described elsewhere in this proxy statement, represented by the special committee that negotiated with Holdings, Parent, Merger Sub and Vestar Capital on their behalf, with the assistance of independent legal and financial advisors.

None of Holdings, Parent, Merger Sub or Vestar Capital participated in the deliberations of the special committee and none of them participated in the conclusions of the special committee or the board of directors of RTS that the merger was fair to RTS’s unaffiliated shareholders, nor did they undertake any independent evaluation of the fairness of the merger or engage any financial advisor for such purposes.

While Holdings, Parent, Merger Sub and Vestar Capital found persuasive the conclusions of the special committee and the board of directors with respect to the substantive and procedural fairness of the merger to RTS’s unaffiliated shareholders as set forth in the proxy statement under “Fairness of the Merger — Recommendations of the Special Committee and Our Board of Directors,” they did not base their determination expressed below on the special committee’s analyses of factors. In addition, Holdings, Parent, Merger Sub and Vestar Capital believe the proposed merger is substantively and procedurally fair to RTS’s unaffiliated shareholders based on the following other factors:


	•	$32.50 in cash to be received by RTS’s shareholders in the merger represents:


	•	a premium of approximately 51.0% over the closing price of a share of RTS common stock on October 19, 2007, the last trading day prior to announcement of the merger;

	•	a premium of approximately 51.0% over the average closing price of a share of RTS common stock over a 30-day period leading up to announcement of the merger; and

	•	a premium of approximately 33.0% over the average closing price of a share of RTS common stock over a 90-day period leading up to announcement of the merger;


	•	a special committee consisting solely of independent and disinterested RTS directors unanimously determined, and the two other independent and disinterested members of RTS’s board of directors unanimously determined, that the Merger Agreement and the transaction contemplated by the Merger Agreement, including the merger, are both procedurally and substantively fair to RTS’s unaffiliated shareholders and in the best interest of RTS’s shareholders;

	•	the $32.50 per share merger consideration and other terms and conditions of the Merger Agreement resulted from extensive arm’s length negotiations between the special committee and its advisors and Parent and Merger Sub and their respective advisors;

	•	the historical results of operations, financial condition, assets, liabilities, business strategy and prospects of RTS and the nature of the industry in which RTS competes;

	•	holders of RTS common stock will have the opportunity to demand appraisal of the fair value of their shares under Florida law;

	•	the merger will provide consideration to RTS’s unaffiliated shareholders entirely in cash, thus eliminating any uncertainty in valuing the consideration to be received by such shareholders;

	•	the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting;

	•	the Merger Agreement resulted after a pre-signing third party solicitation process that permitted the special committee to solicit and consider competing acquisition proposals; and

	•	notwithstanding that the Morgan Joseph opinion was provided solely for the information and assistance of the special committee, the fact that the special committee received an opinion from Morgan Joseph to the effect that as of October 18, 2007 and based on and subject to the various factors, assumptions and limitations set forth in its written opinion, the $32.50 per share in cash to be received by the holders of the outstanding shares of RTS common stock pursuant to the Merger Agreement was fair from a financial point of view to those holders (other than the Rollover Investors).

Holdings, Parent, Merger Sub and Vestar Capital did not consider the liquidation value of RTS because they considered RTS to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology. Further, Holdings, Parent, Merger Sub and Vestar Capital did not consider the net book value, which is an accounting concept, as a factor because they believed that net book value is not a material indicator of the value of RTS as a going concern but rather is indicative of historical costs. Holdings, Parent, Merger Sub and Vestar Capital note that net book value per share of RTS stock was lower than the $32.50 per share cash merger consideration.

The foregoing discussion of the information and factors considered and given weight by Holdings, Parent, Merger Sub and Vestar Capital in connection with the fairness of the Merger Agreement and the merger is not intended to be exhaustive but is believed to include all material factors considered by Holdings, Parent, Merger Sub and Vestar Capital. Holdings, Parent, Merger Sub and Vestar Capital did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Merger Agreement and the merger. Holdings, Parent, Merger Sub and Vestar Capital believe that these factors provide a reasonable basis for their position that the merger is fair to RTS’s unaffiliated shareholders.

Opinion of Morgan Joseph & Co. Inc.

The special committee engaged Morgan Joseph to advise it and render a written opinion regarding the fairness, from a financial point of view, to our shareholders, other than the Rollover Investors, of the consideration to be received by those shareholders in the merger. The special committee selected Morgan Joseph to render an opinion regarding fairness, from a financial point of view, because Morgan Joseph has substantial experience with transactions similar to the transaction and Morgan Joseph regularly engages in the valuation of businesses and securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, secondary distributions of listed and unlisted securities, and private placements.

At a meeting of the special committee on October 18, 2007, Morgan Joseph rendered its oral opinion, subsequently confirmed in writing, to the effect that, as of such date and based upon the assumptions made, matters considered and limits of review set forth in its written opinion, the consideration to be received by our shareholders, other than the Rollover Investors, in the transaction was fair, from a financial point of view, to those shareholders.

The full text of the Morgan Joseph opinion is attached to this proxy statement as Annex B. The description of the opinion set forth in this section is qualified in its entirety by reference to the full text of the Morgan Joseph opinion set forth in Annex B. You are urged to read the Morgan Joseph opinion carefully and in its entirety for a description of the procedures followed, assumptions made, and matters considered by Morgan Joseph, as well as the qualifications and limitations on the Morgan Joseph opinion and the review undertaken by Morgan Joseph in rendering the Morgan Joseph opinion.

The Morgan Joseph opinion was directed to the special committee and addresses the fairness, from a financial point of view, to our shareholders, other than the Rollover Investors, of the consideration to be received by those shareholders in the merger. The Morgan Joseph opinion does not address the merits of the underlying business decision of the Company to enter into the merger and does not constitute a recommendation to the Company, the board of directors, the special committee or any other committee of the board of directors, our shareholders, or any other person as to how such person should vote or as to any other specific action that should be taken in connection with the merger.

In connection with rendering its opinion, Morgan Joseph reviewed and analyzed, among other things, the following:


	•	the October 18, 2007 draft of the Merger Agreement, the October 18, 2007 draft of the voting agreement and the draft of the equity commitment letter sent to Morgan Joseph on October 18, 2007, which we represented to Morgan Joseph were, with respect to the material terms and conditions thereof, substantially in the form of definitive agreements to be executed by the parties thereto promptly after the receipt of the Morgan Joseph opinion;

	•	the Company’s annual report on Form 10-K filed with the SEC with respect to our fiscal year ended December 31, 2006, the Company’s quarterly reports on Form 10-Q filed with the SEC with respect to our fiscal quarters ended March 31, 2007 and June 30, 2007, respectively, which our management had identified as being the most current financial statements available, and certain other filings made by the Company with the SEC;

	•	certain other publicly available business and financial information concerning the Company, and the industry in which we operate, which Morgan Joseph believed to be relevant;


	•	certain internal information and other data relating to the Company, and our business and prospects, including budgets, forecasts, projections and certain presentations prepared by our senior management, which were provided to Morgan Joseph by the Company’s financial advisor (see “Financial Forecast” beginning on page 96);

	•	the reported prices and trading activity of our common stock;

	•	certain publicly available information concerning certain other companies which Morgan Joseph believed to be relevant and the trading markets for certain of such other companies’ securities; and

	•	the financial terms of certain unrelated transactions which Morgan Joseph believed to be relevant.

Morgan Joseph also met with and participated in conference calls with certain of our officers and employees as well as representatives from the Company’s financial advisor concerning our business, operations, assets, financial condition and prospects, as well as the merger, and Morgan Joseph undertook such other studies, analyses and investigations as it deemed appropriate.

In performing its analyses, Morgan Joseph made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Morgan Joseph and the Company. Any estimates contained in the analyses performed by Morgan Joseph are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by those analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which those businesses or securities might actually be sold. Accordingly, the analyses and estimates are inherently subject to substantial uncertainty.

Morgan Joseph, with our permission, assumed and relied upon the accuracy and completeness of all financial and other information and data provided to or otherwise reviewed by or discussed with it, and upon the assurances of our senior management that all information relevant to its opinion had been disclosed and made available to it. Morgan Joseph further relied on the assurances of our senior management that they were not aware of any facts that would make such information inaccurate or misleading. Morgan Joseph neither attempted independently to verify any such information or data, nor did Morgan Joseph assume any responsibility to do so. Morgan Joseph also assumed, with our permission, that the forecasts and projections of the Company, which were provided to or reviewed by Morgan Joseph, had been reasonably prepared in good faith based on the then best current estimates, information and judgment of our senior management as to our future financial condition, cash flows and results of operations. In that regard, Morgan Joseph assumed, with our permission, that (i) such forecasts and projections would be achieved in the amounts and at the times contemplated thereby and (ii) all of our material assets and liabilities (contingent or otherwise) were as set forth in our financial statements or other information made available to Morgan Joseph. Morgan Joseph expressed no opinion with respect to such forecasts and projections or the estimates and judgments on which they were based. Morgan Joseph made no independent investigation of any legal, accounting or tax matters affecting the Company, and Morgan Joseph assumed the correctness of all legal, accounting and tax advice given to the Company and the board of directors and any committee thereof. Morgan Joseph further assumed that the merger would be consummated on the terms described in the drafts of the Merger Agreement, the commitment letter and the voting agreement, without any waiver, delay, amendment or modification of any material terms or conditions. Morgan Joseph did not conduct a physical inspection of any of our properties and facilities, nor did it make or obtain any independent evaluation or appraisal of such properties and facilities. Although Morgan Joseph took into account its assessment of general economic, market and financial conditions and its experience in transactions that, in whole or in part, it deemed to be relevant for purposes of its analyses, as well as its experience in securities valuation in general, the Morgan Joseph opinion was necessarily based upon economic, financial, political, regulatory and other conditions as they existed and could be evaluated on the date of the Morgan Joseph opinion and Morgan Joseph assumed no responsibility to update or revise its opinion based upon events or circumstances occurring after the date of the Morgan Joseph opinion.

In connection with rendering its opinion, Morgan Joseph performed a variety of financial analyses, including those summarized below. The summary set forth below does not purport to be a complete description of the analyses performed by Morgan Joseph in this regard. Certain of the summaries of financial analyses include information set forth in tabular format. In order to fully understand the financial analyses used by Morgan Joseph, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The preparation of opinions regarding fairness, from a financial point of view, involve various determinations as to the most appropriate and relevant methods of financial analyses and the application of these methods to the particular circumstances, and, therefore, such opinions are not readily susceptible to a partial analysis or summary description. Accordingly, notwithstanding the separate analyses summarized below, Morgan Joseph believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors considered by it, without considering all of its analyses and factors, or attempting to ascribe relative weights to some or all of its analyses and factors, could create an incomplete view of the evaluation process underlying the Morgan Joseph opinion.

No company or transaction used in the analyses described below is identical to the Company or the merger. Accordingly, an analysis of the results thereof necessarily involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the merger or the public trading or other values of the Company or companies to which they are being compared. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using selected acquisition or company data. In addition, in performing such analyses, Morgan Joseph relied on projections prepared by research analysts at established securities firms, any of which may or may not prove to be accurate.

The following is a summary of the material analyses performed by Morgan Joseph in connection with the Morgan Joseph opinion:

Valuation of the Company

Selected Publicly Traded Companies Analysis. Using publicly available information, Morgan Joseph reviewed the stock prices (as of October 17, 2007) and selected market trading multiples of the following companies:


	•	Pediatrix Medical Group, Inc.;

	•	Psychiatric Solutions, Inc.;

	•	Magellan Health Services, Inc.;

	•	NightHawk Radiology Holdings, Inc.;

	•	AmSurg Corp.;

	•	MedCath Corporation;

	•	LCA-Vision Inc.;

	•	Alliance Imaging, Inc.;

	•	American Dental Partners, Inc.;

	•	RadNet, Inc.;

	•	RehabCare Group, Inc.; and

	•	TLC Vision Corporation

The financial information reviewed by Morgan Joseph included market trading multiples exhibited by the selected companies with respect to their 2007 estimated financial performance in general and earnings before

interest, taxes, depreciation and amortization in particular, which we refer to as EBITDA. The table below provides a summary of these comparisons:

Multiples Observed from the Selected Companies

LTM EBITDA:


Multiple Percentile	Mean		Median

Multiple Range		9.2x		8.5x
2007E EBITDA for the Company		$103 million		$103 million
Implied Equity Valuation Range Per Share		$26.54		$23.69

Selected Acquisitions Analysis. Using publicly available information, Morgan Joseph reviewed the purchase prices and multiples paid in the following selected small to medium size mergers and acquisitions that were announced since January 1, 2004. The table below provides a summary of these comparisons:


		Announcement
Target	Acquiror	Date

Symbion, Inc.	Crestview Partners, L.P.		4/24/07
Universal Hospital Services, Inc.	Bear Stearns Merchant Banking		4/16/07
Surgical Care Affiliates, Inc.	TPG Partners V, L.P.		3/26/07
Triad Hospitals, Inc.	Community Health Systems, Inc.		3/19/07
HealthSouth Corporation — Outpatient Rehabilitation Division	Select Medical Corporation		1/29/07
United Surgical Partners International, Inc.	Welsh, Carson, Anderson & Stowe		1/8/07
HCA Inc.	Bain Capital Partners, Kohlberg Kravis Roberts & Co., Merrill Lynch Global Private Equity		7/24/06
LifeCare Holdings, Inc.	The Carlyle Group		7/19/05
Renal Care Group, Inc.	Fresenius Medical Care AG		5/4/05
Diagnostic Imaging Group LLC	Evercore Capital Partners		4/5/05
Gambro Healthcare, Inc.	DaVita Inc.		12/6/04
Select Medical Corporation	Welsh, Carson, Anderson & Stowe		10/18/04
US Oncology, Inc.	Welsh, Carson, Anderson & Stowe		3/22/04
National Nephrology Associates, Inc.	Renal Care Group Inc.		2/2/04

The financial information reviewed by Morgan Joseph included the purchase prices and multiples paid by the acquiring company of the target company’s most recent LTM financial results available preceding the announcement of the acquisition. The table below summarizes the results of this analysis:

LTM EBITDA


Multiple Percentile	25th		75th

Multiple Range		8.1x		9.7x
LTM EBITDA for the Company		$92 million		$92 million
Implied Equity Value Per Share		$18.23		$24.18

Discounted Cash Flow Analysis. Using certain projected financial information supplied by the senior management of the Company for calendar years 2007 through 2012, Morgan Joseph calculated the net present value of the Company’s free cash flows using a discount rate of 13.1%. Morgan Joseph’s estimate of the appropriate discount rate was based on the estimated cost of capital for the selected public companies. Morgan Joseph also calculated the terminal value of the Company in the year 2012 based on multiples of EBITDA

ranging from 8.0x to 9.0x and discounted these terminal values using the assumed range of discount rates. Morgan Joseph’s estimate of the appropriate range of terminal multiples was based upon the multiples of the selected public companies and the precedent transactions.

This analysis resulted in a range of equity values per share indicated in the table below:


	Terminal Value Multiples
	8.0x		8.5x		9.0x

Discount Rate:
13.1%	$	29.90	$	32.11	$	34.32

Inherent in any discounted cash flow valuation are the use of a number of assumptions, including the accuracy of projections and the subjective determination of an appropriate terminal value and discount rate to apply to the projected cash flows of the entity under examination. Variations in any of these assumptions or judgments could significantly alter the results of a discounted cash flow analysis.

Leveraged Buyout Analysis. Based on the financial forecasts and projections provided by the senior management of the Company for calendar years 2007 through 2012, Morgan Joseph performed a leveraged buyout analysis to determine the potential implied enterprise value that might be achieved in an acquisition in a leveraged buyout transaction assuming an exit from the business in four or five years. Estimated exit values were calculated by applying a range of exit value multiples from 9.5x to 10.5x 2012E EBITDA, which exit value multiples were derived from the implied EBITDA multiples paid for the target companies in the precedent transactions referred to above under Discounted Cash Flow Analysis. Morgan Joseph then derived a range of theoretical purchase prices based on assumed required internal rates of return for a buyer between approximately 19% and 26%, which range of percentages was, in Morgan Joseph’s professional judgment, generally reflective of the range of required internal rates of return commonly assumed when performing a leveraged buyout analysis of this type. This analysis indicated an implied equity value of approximately $28.00 to $32.00 per share.

Miscellaneous. The Company and Morgan Joseph entered into a letter agreement dated July 5, 2007 relating to the services to be provided by Morgan Joseph in connection with the merger. We agreed to pay Morgan Joseph customary fees in connection with its (i) analysis of strategic alternatives to maximize shareholder value, (ii) analysis of the process undertaken by the Company, with the assistance of the Company’s financial advisor, to explore the possibility of a transaction such as the proposed merger, and (iii) delivery of the Morgan Joseph opinion. None of these fees were contingent upon either the conclusion of its opinion or the consummation of the merger. We also agreed to reimburse Morgan Joseph for its reasonable out-of-pocket expenses incurred in connection with its engagement, including certain fees and disbursements of its legal counsel, and to indemnify Morgan Joseph against liabilities relating to or arising out of its engagement, including liabilities under the securities laws. In the ordinary course of its business, Morgan Joseph may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions in debt, equity and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company, portfolio companies of Vestar, and their respective affiliates. Other than this engagement, Morgan Joseph had not been, and was not, engaged by the Company, Vestar Capital Partners or any of the portfolio companies of Vestar Capital Partners.

Certain Effects of the Merger

If the merger is completed, all of the equity interests in RTS will be owned directly or indirectly by Parent, which immediately following the effective time of the merger will be owned directly or indirectly by Vestar Capital, the Rollover Investors and certain other RTS non-executive employees who may acquire units of limited liability company interests in Holdings. Immediately before, and contingent upon the completion of, the merger, the Rollover Investors and certain other RTS non-executive employees are expected to exchange certain shares of RTS common stock and/or cash for units of limited liability company interests in Holdings. Except for the Rollover Investors, Vestar Capital and the RTS non-executive employees, no current shareholder of RTS will have any ownership interest in, nor be a shareholder of, RTS immediately following the completion of the merger. As a result, our shareholders (other than the Rollover Investors and RTS non-

executive employees) will no longer benefit from any increase in RTS’s value, nor will they bear the risk of any decrease in RTS’s value. Following the merger, Vestar Capital Fund, the Rollover Investors and certain other RTS non-executive employees who have contributed RTS common stock and/or cash in exchange for equity interests in Holdings will, through their ownership of Holdings, benefit from any increase in the value of RTS and also will bear the risk of any decrease in the value of RTS.

Upon completion of the merger, each RTS shareholder (other than Holdings, Parent, Merger Sub, RTS or any subsidiary of RTS or any shareholder who perfects appraisal rights in accordance with Florida law) will be entitled to receive $32.50 in cash for each share of RTS common stock held. Except as otherwise agreed to in writing by RTS, Parent, Merger Sub and certain members of RTS management (including certain of the Rollover Investors) (i) each outstanding option to purchase shares of RTS common stock, whether vested or unvested, will be canceled and converted into the right to receive a cash payment equal to the excess (if any) of the $32.50 per share cash merger consideration over the exercise price per share of the option, multiplied by the number of shares subject to the option, without interest and less any applicable withholding taxes and (ii) each award of restricted stock will be converted into the right to receive $32.50 per share in cash less any applicable withholding taxes. The receipt of cash in the merger will be a taxable transaction for U.S. federal income tax purposes under the Internal Revenue Code of 1986 and may also be a taxable transaction under applicable state, local, foreign and other tax laws.

Following the merger, shares of RTS common stock will no longer be traded on the NASDAQ or any other public market.

Our common stock constitutes “margin securities” under the regulations of the Board of Governors of the Federal Reserve System, which has the effect, among other things, of allowing brokers to extend credit on collateral of our common stock. As a result of the merger, our common stock will no longer constitute “margin securities” for purposes of the margin regulations of such Board of Governors and therefore will no longer constitute eligible collateral for credit extended by brokers.

Our common stock is currently registered as a class of equity security under the Exchange Act. Registration of our common stock under the Exchange Act may be terminated upon application of RTS to the SEC if our common stock is not listed on the NASDAQ or another national securities exchange and there are fewer than 300 record holders of the outstanding shares. Termination of registration of our common stock under the Exchange Act will substantially reduce the information required to be furnished by RTS to its shareholders and the SEC, and would make certain provisions of the Exchange Act, such as the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement of furnishing a proxy statement in connection with any shareholder meeting pursuant to Section 14(a) of the Exchange Act, no longer applicable to RTS. If RTS (as the entity surviving the merger) completed a registered exchange or public offering of debt securities, however, it would be required to file periodic reports with the SEC under the Exchange Act for a period of time following that transaction.

Parent and the Rollover Investors expect that following completion of the merger, RTS’s operations will be conducted substantially as they are currently being conducted. Parent and the Rollover Investors have informed us that they have no current plans or proposals or negotiations which relate to or would result in an extraordinary corporate transaction involving our corporate structure, business or management, such as a merger, reorganization, liquidation, relocation of any operations, or sale or transfer of a material amount of assets except as described in this proxy statement. Parent and the Rollover Investors may initiate from time to time reviews of us and our assets, corporate structure, capitalization, operations, properties, management and personnel to determine what changes, if any, would be desirable following the merger. They expressly reserve the right to make any changes that they deem necessary or appropriate in light of their review or in light of future developments.

Following consummation of the merger, Holdings through Parent will own directly or indirectly 100% of our outstanding common stock and will therefore have a corresponding interest in RTS’s net book value and net earnings. It is currently expected that immediately following the closing, Messrs. Sheridan, Dosoretz, Rubenstein and Katin will each own (excluding the units they may receive under the management equity incentive plan) approximately %, %, % and % of the outstanding units of Holdings

(excluding incentive units). Messrs. Sheridan, Dosoretz, Rubenstein and Katin, currently beneficially own approximately 9.3%, 16.0%, 10.8% and 4.2%, respectively, of our outstanding shares of common stock. Each holder of Holdings units will have an interest in RTS’s net book value and net earnings in proportion to his ownership interest. An equity investment in Holdings in connection with the merger will involve substantial risk resulting from the limited liquidity of such an investment. Nonetheless, if RTS successfully executes its business strategies, the value of such an equity investment could be considerably greater than the original cost. In addition, Holdings will have substantially more debt outstanding after the merger and this may adversely affect the equity value of Holdings. In general, higher levels of debt can have the effect of increasing the risk to equity holders of losing the entire value of their investment. It is expected that Messrs. Sheridan, Dosoretz and Rubenstein will serve on the board of managers of Holdings as of the closing of the merger. However, Vestar Capital Fund will own a majority of the equity interests in Holdings, will control the board of managers of Holdings and exert substantial influence over the governance and operations of Holdings, Parent and RTS (as the surviving corporation in the merger) following the completion of the merger.

The following table sets forth for each member of the Rollover Investors (1) such person’s interest in the stockholders’ equity (net book value) of RTS at September 30, 2007, (2) such person’s interest in the net income of RTS for the quarter ended September 30, 2007 (in the case of (1) and (2), such person’s interest has been calculated to give pro forma effect to the exercise of all stock options (vested or unvested) and unvested restricted stock that were outstanding on October 19, 2007) and (3) the approximate percentage interest expected to be held by each such person in the limited liability company interests in Holdings (and accordingly the net book value and net income) of the surviving corporation, without giving effect to incentive unit awards, immediately following the merger.


											Percentage
						Net Income for the					Interest in
	Net Book Value at					Quarter Ended					Net Book Value
	September 30, 2007(1)					September 30, 2007(2)					and Net Income
	Percentage					Percentage					Following the
	Interest			Amount		Interest			Amount		Merger(3)
	(Dollars in thousands)

Daniel E. Dosoretz		16.0	%		26,206,644		16.0	%		735,511		%
James H. Rubenstein		10.8	%		17,650,829		10.8	%		495,385		%
Howard M. Sheridan		9.3	%		15,205,794		9.3	%		426,763		%
Michael J. Katin		4.2	%		6,914,478		4.2	%		194,061		%

Total		40.3	%		65,977,745		40.3	%		1,851,720		%


(1)		Total net book value of RTS at September 30, 2007 was $163.4 million.

(2)		Net income of RTS for the quarter ended September 30, 2007 was $4.6 million.

(3)		Amounts represent anticipated beneficial ownership of units of limited liability company interests in Holdings following the closing of the merger. Excludes amounts that may be granted pursuant to incentive unit awards under Holding’s new incentive award plan. Following the merger, RTS will have substantially more indebtedness than RTS presently has and, therefore, lower stockholders’ equity.

Plans for RTS After the Merger

After the effective time of the merger, and excluding the transactions contemplated in connection with the merger as described in this proxy statement, Parent and the Rollover Investors anticipate that RTS’s operations will be conducted substantially as they are currently being conducted, except that it will cease to be an independent public company and will instead be a direct or indirect wholly owned subsidiary of Parent. After the effective time of the merger, the directors of Merger Sub immediately prior to the effective time of the merger will become the directors of RTS, and the officers of RTS immediately prior to the effective time of the merger will remain the officers of RTS, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

Conduct of RTS’s Business if the Merger is Not Completed

In the event that the Merger Agreement is not approved by RTS’s shareholders or if the merger is not completed for any other reason, RTS shareholders will not receive any payment for their shares of RTS common stock. Instead, RTS will remain an independent public company, its common stock will continue to be listed and traded on the NASDAQ, and RTS shareholders will continue to be subject to the same risks and opportunities as they currently face with respect to their ownership of RTS common stock. If the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your RTS shares, including the risk that the market price of our common stock may decline, due to factors including but not limited to the fact that the current market price of our stock may reflect a market assumption that the merger will be completed. From time to time, our board of directors will evaluate and review the business operations, properties, dividend policy and capitalization of RTS, and, among other things, make such changes as are deemed appropriate and continue to seek to maximize shareholder value. If the Merger Agreement is not approved by our shareholders or if the merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to RTS will be offered or that the business, prospects or results of operations of RTS will not be adversely impacted.

Pursuant to the Merger Agreement, under certain circumstances, RTS is permitted to terminate the Merger Agreement and recommend an alternative transaction. See “The Merger Agreement — Termination” beginning on page 83.

However, under certain circumstances, if the merger is not completed, RTS may be obligated to pay Parent or its designee a termination fee and/or to reimburse Parent or its designee for out-of-pocket fees and expenses in connection with the merger. See “The Merger Agreement — Termination Fees and Expenses” beginning on page 84.

Financing

The total amount of funds necessary for Vestar to complete the merger and the related transactions is anticipated to be approximately $1.1 billion, consisting of (1) approximately $700 million to be paid out to our shareholders and holders of other equity-based interests in RTS, (2) approximately $240 million to refinance our existing indebtedness (assuming the Company’s existing capital leases remain in place after the closing of the merger and there is no change to the terms and conditions of such leases), (3) approximately $45 million to pay fees and expenses in connection with the transaction and (4) approximately $100 million under the revolving credit facility and the delayed draw term loan facility, which will provide a source of funds for general corporate needs, including acquisitions by the Company, post-closing.

These funds are anticipated to come from the following sources:


	•	cash equity contributions by Vestar Capital Fund and/or its respective assignees (as described below under “— Equity Financing”) of up to $560 million in the aggregate, pursuant to an equity commitment letter;

	•	borrowings by Merger Sub of up to $310 million under a new $410 million senior secured credit facility; and

	•	the issuance by Merger Sub of $165 million in aggregate principal amount of senior subordinated unsecured notes (collectively, the “notes”) in a public offering or Rule 144A or other private offering, or if and to the extent Merger Sub does not, or is unable to, issue the notes in at least $165 million in aggregate principal amount on or prior to the closing date, borrowings by RTS, as the surviving corporation, under a new senior subordinated unsecured credit facility in the amount of at least $165 million less the amount of the notes issued on or prior to the closing date.

Equity Financing

Vestar Capital Funds V, L.P. delivered an equity commitment letter for a maximum aggregate amount of $560 million in equity contribution to Parent and RTS. This commitment constitutes all of the equity portion

of the merger financing, other than shares of RTS common stock to be contributed by the Rollover Investors and certain other RTS non-executive employees in exchange for units of limited liability company interests in Holdings.

The equity commitment letter provides that in the event the merger is consummated, equity funds will be contributed to the extent necessary up to the maximum aggregate commitment amount to fund the consideration payable in connection with the merger and the other transactions contemplated by the Merger Agreement. In the event the merger does not close, the equity commitment letter provides that equity funds will be funded in the amount (i) up to $28 million with respect to any termination fee or expense reimbursement payable by Holdings or (ii) up to $40 million (inclusive of any termination fee or expense reimbursement payable by Holdings) with respect to damages arising from failures of Parent or Merger Sub to comply with the Merger Agreement and for no other purpose. The obligation to fund any portion of the equity commitment is subject to the terms and conditions of the equity commitment letter, including the satisfaction or waiver at the closing of the conditions precedent to the obligations of Parent to consummate the merger. The terms of the equity commitment letter will expire automatically upon the earlier to occur of (i) contemporaneously with the closing of the Merger Agreement; or (ii) the termination of the Merger Agreement in accordance with its terms.

In addition, Vestar Capital Fund may allocate, a portion of its equity commitment to other affiliated and/or non-affiliated co-investors, provided that such allocation will not limit the obligations of Vestar Capital Fund under the equity commitment letter to the extent any such co-investor fails to purchase the equity allocated to it. Vestar Capital Fund has informed RTS that it may syndicate a portion of its equity commitments to other investors, and such syndication efforts may include investments by existing shareholders of RTS, other affiliates of RTS, limited partners of Vestar Capital Fund and/or unaffiliated investors. The terms and conditions of any such investments would be subject to negotiations and discussions among Vestar Capital and the potential investors.

Debt Financing

Merger Sub has entered into a debt financing commitment letter with Wachovia Bank, National Association, Wachovia Investment Holdings, LLC and Wachovia Capital Markets, LLC providing Merger Sub with committed financing for (i) $410 million in senior secured credit facilities and (ii) $165 million under a new senior subordinated unsecured bridge facility. Merger Sub has additionally engaged Wachovia Securities to place or underwrite the issuance and sale of $165 million in aggregate principal amount of notes in a public offering or in a Rule 144A or other private placement.

The documentation governing the senior secured credit facilities and the bridge facility has not been finalized and, accordingly, their actual terms may differ materially from those described in this proxy statement in which event we will update such information through a supplement to the proxy statement and amend the Schedule 13E-3 filed in connection with the merger to the extent required by applicable law. Except as described herein, there is no current plan or arrangement to finance or repay the debt financing arrangements.

Senior Secured Credit Facilities

The senior secured credit facilities are expected to be comprised of (i) a senior secured term loan facility of up to $350 million (of which $40 million shall consist of a delayed draw term loan facility) and (ii) a senior secured revolving credit facility of $60 million. As a result of the merger, Merger Sub will be merged with and into RTS, and RTS, as the surviving corporation, will be the borrower under the senior secured credit facilities. All obligations of RTS under the senior secured credit facilities will be guaranteed by Parent and each existing and future direct and indirect wholly owned domestic subsidiary and certain non-wholly owned subsidiaries of RTS, subject to certain exceptions. The obligations of RTS and the guarantors under the senior secured credit facilities will be secured by substantially all of the assets of RTS and the guarantors, including the equity interests in certain subsidiaries.

The full amount of the term loans is expected to be used to fund a portion of the merger consideration, to refinance our existing indebtedness and to pay related fees and expenses. The term loans are expected to bear interest based on either the adjusted London inter-bank offered rate (“Adjusted LIBOR”) plus an initial spread, or the alternate base rate (“ABR”) plus an initial spread, at the option of RTS. The term loans will mature six years after the closing date of the merger and will also require quarterly interim amortization payments, with the balance payable at the final maturity date of the term loans. The borrower may, subject to prepayment penalties as applicable, make voluntary prepayments of the term loans at any time. In addition, the term loans are required to be prepaid in certain circumstances, including with the net cash proceeds of debt issuances (other than debt otherwise permitted), the net cash proceeds from any issuance of public equity securities, the net cash proceeds of certain asset sales (subject to reinvestment rights and other exceptions) and specified percentages of certain cash flows subject to step down based on maximum leverage ratio.

The revolving credit facilities will be used to fund a portion of the merger consideration, to refinance our existing indebtedness, to pay related fees and expenses and for ongoing working capital and for other general corporate purposes (including, without limitation, permitted acquisitions). The revolving credit facilities will mature five years after the closing of the merger and are expected to bear interest based on either Adjusted LIBOR plus an initial spread, or ABR plus an initial spread, at the option of RTS.

The senior secured credit facilities will contain customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, capital expenditures, liens, investments, asset sales, mergers and consolidations, dividends and other distributions, redemptions, prepayments of certain indebtedness, and a maximum leverage ratio and minimum interest coverage ratio. The senior secured facilities will also include customary events of default, including upon a change of control.

High Yield Notes

Wachovia Capital Markets, LLC has been engaged by Merger Sub to place or underwrite the issuance and sale of $165 million in aggregate principal amount of notes in a public offering or in a Rule 144A or other private placement. Although the interest rate, maturity and other material terms of the notes have not been finalized, we expect that the notes will have terms and conditions customary for unsecured senior subordinated note offerings of issuers that are affiliates of Vestar Capital Partners.

High Yield Bridge Facility

If and to the extent the offering or placement of the notes is not completed on or prior to the closing of the merger, Wachovia Capital Markets, LLC has committed to provide Merger Sub with $165 million of loans under a senior subordinated unsecured bridge facility. The obligations of RTS, as successor to Merger Sub pursuant to the merger, under the senior subordinated unsecured bridge facility will be guaranteed on a senior subordinated basis by each of its subsidiaries that is a guarantor of the senior secured credit facilities.

The loans under the senior subordinated unsecured bridge facility will be increasing rate bridge loans. For the initial six-month period under the senior unsecured bridge facility, interest on the bridge loans is expected to accrue at a rate per annum based on three-month Adjusted LIBOR, as determined on the effective date of the merger, plus an initial spread, subject to a maximum overall interest cap. The bridge loans will have an initial maturity of one year after the effective date of the merger, but the maturity of any bridge loans outstanding at that time will automatically be extended to the seventh anniversary of the effective date of the merger. Holders of the extended term loans will have the right (subject to certain minimum amount requirements) to exchange such loans for exchange notes maturing on the seventh anniversary of the effective date of the merger.

The borrower will be required to prepay the bridge loans or to make an offer to prepay or repurchase the extended term loans and the exchange notes under certain circumstances, typical for a high yield bridge facility, subject to certain exceptions and others to be agreed, and upon a change of control.

The senior subordinated unsecured bridge facility will contain customary representations and warranties and covenants substantially similar to those in the senior secured credit facilities, provided that there will be no financial maintenance or capital expenditure covenants. The unsecured senior subordinated bridge facility will also include customary events of default, including a change of control.

Conditions to the Debt Financing

The debt financing commitments will expire if not drawn on or prior to April 21, 2008. The facilities contemplated by the debt financing commitments are subject to customary closing conditions, including:


	•	there not having occurred any debt issuance, other than the credit facilities and notes and other than debt incurred in the ordinary course of business;

	•	since October 19, 2007, no change, circumstance or effect shall have occurred that has had, or would reasonably expected to have a “Company Material Adverse Effect” as defined as in the Merger Agreement;

	•	the truth and accuracy of the representations and warranties by us in the Merger Agreement that since December 31, 2006 through October 19, 2007 there has not been any event, development or state of circumstances that has had or is reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, the breach of which such representation by us would cause or would have a Company Material Adverse Effect;

	•	receipt of executed financing documents consistent with the terms of the commitment letter and customary legal opinions, corporate documents and other instruments as are customary for such financing transactions;

	•	delivery of certain specified audited consolidated financial statements and pro forma consolidated financial statements giving effect to the transaction (reflecting a ratio of total debt to EBITDA not exceeding 5.00 to 1.00 on the closing date for the latest four quarters period prior to the closing date calculated on a pro forma basis) of RTS;

	•	the merger and all related transactions must have been consummated in accordance with the terms of the Merger Agreement; and

	•	receipt of equity contributions in an amount not less than $650 million required to consummate the merger from one or more of Vestar Capital and co-investors reasonably acceptable to the lead arrangers for the debt financing.

Since the final terms of the debt financing facilities have not been agreed upon, such terms and amounts may differ from those set forth above and, in certain cases, such differences may be significant. We do not intend to update or otherwise revise any statements concerning the terms of the financing included in this proxy statement to reflect circumstances existing after the date when such statements were made or to reflect the occurrence of future events even in the event that any of the statements regarding the financing arrangements are shown to be in error or otherwise no longer appropriate.

As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described herein is not available as anticipated.

Interests of Our Directors and Executive Officers in the Merger

General

In considering the recommendation of the special committee and our board of directors with respect to the Merger Agreement, RTS shareholders should be aware that some of the RTS directors and executive officers have interests in the merger and have arrangements that are different from, or in addition to, those of RTS shareholders generally. These interests and arrangements may create potential conflicts of interest. The special committee and our board of directors were aware of these potential conflicts of interest and considered

them, among other matters, in reaching their decisions to approve and adopt the Merger Agreement and to recommend that RTS shareholders vote in favor of approval of the Merger Agreement.

Stock Options, Restricted Stock and Other Equity-Based Awards

As of the effective time of the merger:


	•	each outstanding option to purchase shares of our common stock held by a director or executive officer, whether vested or unvested, will be canceled and converted into the right to receive a cash payment equal to the excess (if any) of the $32.50 per share cash merger consideration over the exercise price per share of the option, multiplied by the number of shares subject to the option, without interest and less any applicable withholding taxes; and

	•	each award of restricted stock held by an executive officer or director that is not exchanged for units of limited liability company interests in Holdings will be converted into the right to receive $32.50 per share in cash, less any applicable withholding taxes.

We estimate the amounts that will be payable to each RTS named executive officer in settlement of stock options as follows: Sheridan, $0, Dosoretz, $7,860,000, Rubenstein, $3,900,000, Katin, $0, Watson, $0 and Biscardi, $0. We estimate the aggregate amount that will be payable to all directors and executive officers in settlement of stock options and restricted stock awards to be approximately $12,238,109. No member of the special committee has any stock options or restricted stock awards.

Current Employment Agreements of Management

Each of Messrs. Dosoretz and Rubenstein is currently a party to an employment agreement with RTS entered into in 2004 that would provide benefits to the executive in the event of specified triggering events in connection with a change of control of RTS such as the proposed merger.

Pursuant to our agreements with Messrs. Dosoretz and Rubenstein, in the event of a separation of service of the executive by RTS without cause or by the executive for good reason within 12 months prior to or 6 months after a change of control of RTS, Messrs. Dosoretz and Rubenstein will receive a lump sum severance payment equal to 250% the sum of:


	•	his annual base salary at the rate in effect immediately prior to the change of control; and

	•	the aggregate cash bonus compensation paid to him for the previous fiscal year.

In addition, if a change of control occurs and such executives continued in his position, such executives’ then current annual base salary and bonus will automatically be increased by 150% for the greater of the remaining term of his employment agreement or 2 to 3 years in lieu of the severance payment described above.

Each of Messrs. Dosoretz’s and Rubenstein’s agreements provide a “conditional gross-up” for excise and related taxes in the event the severance compensation and other payments or distributions to an executive pursuant to an employment agreement, stock option agreement, restricted stock agreement or otherwise would constitute “excess parachute payments,” as defined in Section 280G of the Internal Revenue Code. The tax gross-up will be provided if the aggregate parachute value of all severance and other change in control payments to the executive is greater than 110% of the maximum amount that may be paid under Section 280G of the Internal Revenue Code without imposition of an excise tax. If the parachute value of an executive’s payments does not exceed the 110% threshold, the executive’s payments under the change in control agreement will be reduced to the extent necessary to avoid imposition of the excise tax on “excess parachute payments.”

Assuming hypothetically that the merger occurred on December 1, 2007 and there was a termination of employment without cause or for good reason in connection therewith, Dosoretz and Rubenstein would have been entitled to receive lump sum payments of $3,554,000 and $2,436,000 under their respective employment agreement, plus any applicable tax gross-up payments. However, Parent and each of Dosoretz and Rubenstein

have agreed that if the merger closes, the current employment agreements described above will be replaced by new employment agreements effective upon the closing of the Merger as described below, in which event the amounts described in the immediately preceding paragraph would not become payable.

Support and Voting Agreement

Holdings and Parent have entered into separate Support and Voting Agreements (“Support Agreements”) with each of Sheridan, Dosoretz, Rubenstein and Katin. As of the date of the Support Agreements, the Rollover Investors were the beneficial owners of 9,811,140 shares of RTS common stock. We refer to the RTS shares beneficially owned by the Rollover Investors, together with any shares of common stock issued upon exercise of any of their options and any other RTS shares over which the Rollover Investors acquire beneficial ownership after the date of the Support Agreements as the “Subject Shares.”

The following is a summary of the material terms of the Support Agreements among Parent, Holdings and the Rollover Investors. Pursuant to the Support Agreement, the Rollover Investors have agreed that, during the period from and including October 19, 2007 through and including the earliest to occur of (a) the closing of the merger and (b) the termination of the Merger Agreement in accordance with its terms (the “voting period”), they will vote or execute consents with respect to the Subject Shares beneficially owned by them on the applicable record date, at any meeting or in connection with any proposed action by written consent of the Company’s shareholders, with respect to any of the following matters:


	•	in favor of the approval of the Merger Agreement and any other action of RTS’s shareholders requested in furtherance thereof; and

• against:


	•	any action or agreement submitted for approval by RTS’s shareholders that would reasonably be expected to, result in a breach of any covenant, representation or warranty or any other obligation or agreement of RTS’s in the Merger Agreement;


	•	any amendment to RTS’s articles of incorporation or bylaws or other proposal, action or transaction involving RTS or any of its subsidiaries which would reasonably be expected to (a) nullify, interfere with, or be inconsistent with the Merger Agreement or (b) otherwise impede, delay, postpone, prevent, frustrate the purposes of or attempt to discourage or materially adversely affect the timely consummation of the merger or the transactions contemplated by the Merger Agreement; and

	•	any other action, agreement or transaction submitted for approval to the shareholder of RTS that would constitute an alternative proposal under the Merger Agreement.

In connection with the performance of the obligations of the Rollover Investors under the Support Agreement, each Rollover Investor irrevocably appointed Holdings as his attorney-in-fact and proxy to vote or execute consents with respect to his Subject Shares to the extent described above and agreed not to grant any other proxy or take any actions that are inconsistent with or that would impede such holder’s performance of the Support Agreement. The proxy and power of attorney granted by the Rollover Investors pursuant to the Support Agreements will terminate only upon the expiration of the voting period.

Under the Support Agreement, each Rollover Investor has agreed not to transfer his or her Subject Shares or interfere with the voting agreement set forth in the Support Agreements, including by:


	•	granting any proxies or entering into any voting trust or other agreement or arrangement with respect to the voting of or consent with respect to any Subject Shares in a manner inconsistent with the terms of the Support Agreements;

	•	voluntarily taking any action that would or is reasonably likely to make any representation or warranty contained in the Support Agreements untrue or incorrect in any material respect or have the effect in any material respect of preventing such Rollover Investors from performing their respective obligations under the Support Agreements; or


	•	voluntarily selling, assigning, transferring, pledging, encumbering, distributing, gifting or otherwise disposing of, or entering into any contract or other arrangement with respect to the direct or indirect sale, assignment, transfer, pledge, encumbrance, distribution, gift or other disposition of, any Subject Shares during the term of the Support Agreements, except for transfers to any Rollover Investor or person who becomes bound by the terms of the Support Agreements or upon death pursuant to the terms of any trust or will or by the laws of intestate succession provided that the Subject Shares remain subject to the terms of the Support Agreements.

In addition, the Rollover Investors have agreed that during the voting period, they will not solicit or knowingly encourage any alternative acquisition proposal or engage in any negotiations with or furnish any nonpublic information relating to the Company to any person with respect to any alternative acquisition proposal and will provide Holdings with prompt notice of receipt of any alternative acquisition proposal or request for information from any such person.

The Rollover Investors have further agreed to waive any enhanced severance, compensation, tax gross-up or other “change of control” payments that would become payable to such person as a result of the consummation of the merger.

The Support Agreements will terminate on the earliest to occur of (i) the effective time of the merger and (ii) the termination of the Merger Agreement in accordance with its terms.

In connection with, and as part of, the Support Agreements, Holdings and each of Messrs. Sheridan, Dosoretz, Rubenstein and Katin have agreed to enter into concurrently with the closing of the merger, new Executive Employment Agreements (as applicable), Physician Employment Agreements (as applicable), Management Stock Contribution and Unit Subscription Agreements, Securityholders Agreement, an Amended and Restated Limited Liability Company Agreement and Incentive Unit Subscription Agreement each of which are summarized below.

New Employment Agreements of Management

Effective as of the closing, each of Messrs. Sheridan, Dosoretz and Rubenstein has agreed to enter into a new executive employment agreement with us and Parent and each of Messrs. Dosoretz, Rubenstein and Katin has agreed to enter into a new physician employment agreement, with our operating subsidiary, 21st Century Oncology. These new agreements would replace the current executive employment agreements and physician agreements, respectively, described above. Principal terms of the new agreements include the following:

Term: Dosoretz will have a five-year term, subject to automatic two-year renewals absent notice to the contrary and each of Sheridan, Rubenstein and Katin will have three-year terms with two year renewals.

Base Salary: The base salary for Dosoretz in connection with his services to us as an executive will be $1.5 million and in connection with his services to us as a physician will be $500,000. Rubenstein’s base salary in connection with his services to us as an executive will be $400,000 and in connection with his services to us as a physician will be $300,000. Sheridan and Katin will receive base salaries of $300,000 and $700,000 respectively.

Target Bonus: Target bonus opportunity for Messrs. Dosoretz and Rubenstein of not less than $1.5 million and $400,000 respectively, based upon factors including earnings before interest, taxes, depreciation and amortization and net debt plans. Sheridan is expected to be eligible to receive a performance incentive bonus at the discretion of the board.

Benefits; Perquisites: Benefits and perquisites at least as favorable as in effect immediately prior to the closing, including airplane usage (for Dosoretz and Rubenstein).

Severance: In the event of a termination of employment without cause or a termination by the executive for good reason:


	•	Dosoretz will be entitled to (i) accrued compensation through the date of termination and (ii) 24 monthly payments (or if termination occurs prior to the second anniversary of the employment agreement, 36 monthly payments) each of which should be equal to 1/12th of the sum of (x) annual base salary plus (y) bonus for prior three years divided by three (assuming a bonus of $1,500,000 for 2006 and 2007);

	•	Rubenstein will be entitled to (i) accrued compensation through the date of termination and (ii) 24 monthly payments each of which should be equal to 1/12th of the sum of (x) annual base salary plus (y) bonus for the prior year divided by two (assuming a bonus of $200,000 for 2006 and 2007);

	•	Sheridan will be entitled to (i) accrued compensation through the date of termination and (ii) 12 monthly payments each of which should be equal to 1/12th of the sum of (x) annual base salary plus (y) bonus for prior year; and

	•	Katin will be entitled to (i) accrued compensation through the date of termination and (ii) 12 monthly payments each of which should be equal to 1/12th of the annual base salary.

Restrictive Covenants: Each of Messrs. Sheridan, Dosoretz, Rubenstein and Katin will be subject to confidentiality obligations, and non-competition and non-solicitation covenants, for a period beginning upon the consummation of the merger and ending on the later of the fifth anniversary of the consummation of the merger and three years following the executive’s termination of employment. Dosoretz’s and Rubenstein’s non-competition provisions are subject to an exception for owning an interest or participation on the board of directors in activities related to imaging initiatives (Dosoretz only), pharmacies, banks or health care related insurance companies, PPOs and HMOs as well as the practice of medicine individually or as part of a group of five or less radiation oncologists in a single geographic location.

Non-Compete Payment: The new employment agreement with Dosoretz will provide for a $6,000,000 non-compete payment in consideration of Dosoretz’s agreement not to compete with RTS during his employment and for a period of three years after the termination of his employment. The non-compete payment will be paid in three equal installments on the closing date of the merger and the first and second anniversaries of the closing date.

Legal Fees: RTS will pay all reasonable legal fees incurred by Sheridan, Dosoretz, Rubenstein and Katin arising out of the negotiation and drafting of the Support Agreements and the related agreements.

Management Stock Contribution and Unit Subscription Agreement

Each of Messrs. Sheridan, Dosoretz, Rubenstein and Katin have agreed to enter into a Management Stock Contribution and Unit Subscription Agreement with Holdings pursuant to which they will be contributing 338,462, 1,384,616, 676,923 and 492,308 in shares of RTS common stock, respectively, immediately prior to the effective time of the merger in exchange for units (Preferred and Class A) of limited liability company interests of Holdings. Following the completion of the merger, it is currently expected that Sheridan, Dosoretz, Rubenstein and Katin will own (excluding the units they may receive under the management equity incentive plan) approximately %, %, % and % of the fully-diluted outstanding units of Holdings (excluding incentive units), respectively. Holdings will have certain call option rights to repurchase the Preferred Units and Class A Units upon certain termination of employment events. Dosoretz will also have certain put option rights to require Holdings to repurchase his Preferred Units and Class A Units up to an amount equal to his rollover investment value if his employment is terminated without cause or he terminates his employment for good reason and at such time the Company has met certain performance targets.

Securityholders Agreement

Each of Messrs. Sheridan, Dosoretz, Rubenstein and Katin has agreed to enter into a Securityholders Agreement with Holdings which will govern their rights as holders of limited liability company interests in Holdings following completion of the merger. Among other rights and obligations, the Securityholders Agreement provides them with certain board representation rights, supermajority voting provisions with respect to certain corporate actions, right of first refusal, registration rights and participation rights as well as take-along obligations. It also sets forth restrictions on transfer of the units they own in Holdings. Pursuant to the Securityholder Agreement, immediately following the closing of the merger, Messrs. Dosoretz, Rubenstein and Sheridan will serve on the board of managers of Holdings, which will initially consist of nine members (four managers to be designated by Vestar Capital Fund and two independent managers). The number of managers to be designated by the Rollover Investors may be reduced if their ownership interest in Holdings decreases or if RTS fails to achieve certain performance targets. The Securityholders Agreement also provides for a management agreement to be entered into among RTS, Holdings, Parent and Vestar Capital Partners which is described below.

Management Agreement

In connection with the merger RTS, Holdings and Parent have agreed to enter into a management agreement with Vestar Capital Partners relating to certain advisory and consulting services Vestar Capital Partners will render to RTS, Holdings and Parent. Under the management agreement, Vestar Capital Partners will receive a $10 million transaction fee upon the closing of the merger for services rendered in connection with the consummation of merger and be reimbursed for its reasonable out of pocket expenses. The management agreement also provides for Vestar Capital Partners to receive an annual management fee equal to the greater of (i) $850,000 or (ii) an amount equal to 1.0% of the RTS’s consolidated EBITDA which fee will be payable quarterly. Holdings, Parent and RTS will indemnify Vestar Capital Partners and its affiliates against all losses, claims, damages and liabilities arising out of the performance by Vestar Capital Partners of its services pursuant to the management agreement, other than those that have resulted primarily from the gross negligence or willful misconduct of Vestar Capital Partners and/or its affiliates.

Incentive Unit Subscription Agreement and Management Incentive Equity Plan

In connection with the closing of the merger Holdings will adopt a management incentive equity plan pursuant to which certain employees will be eligible to receive incentive unit awards from an equity pool representing up to 13% (as of immediately following the closing of the merger) of the Common Equity Value of Holdings. Each of Messrs. Sheridan, Dosoretz, Rubenstein and Katin is expected to enter into an Incentive Unit Subscription Agreement relating to equity incentive awards of Class B Units and Class C Units of Holdings under the plan. The Class B Units will comprise 38.5% of the units reserved for issuance under the plan and will be time vesting over a four year period. The Class C Units will comprise 61.5% of the units reserved for issuance under the plan and will be vesting over a three year period upon the achievement of certain interval rate of return or multiple of investment hurdle. The Class B Units and Class C Units are subject to forfeiture upon certain termination of employment events. If the Class B Units and Class C Units fully vest, the aggregate amount of Class B units and Class C units owned by each of Sheridan, Dosoretz, Rubenstein and Katin will represent 0.13%, 6.5%, 0.52% and 0.13%, respectively (as of immediately following the closing of the merger), of Common Equity Value of Holdings.

Amended and Restated Limited Liability Company Agreement

The current limited liability company agreement of Holdings will be amended and restated upon the closing of the merger. Each of Sheridan, Dosoretz, Rubenstein and Katin has agreed to become party to the Amended and Restated Limited Liability Company Agreement, which would govern the affairs of Holdings and the conduct of its business following completion of the merger. It also sets forth certain terms of the limited liability interests of members of Holdings including, without limitation, the right of members to receive distributions. A board of managers will have the exclusive authority to manage and control the

business and affairs of Holdings. The composition of the board of managers will be determined in accordance with the provisions of the Securityholders Agreement described above.

Indemnification of Directors and Officers; Directors’ and Officers’ Insurance

The RTS directors and officers are entitled under the Merger Agreement to continued indemnification and insurance coverage for a period of six years following the closing of the merger.

Consideration to be Received by Directors and Executive Officers

The following table reflects the approximate amounts received or estimated to be received by each of our directors and executive officers in connection with the merger:


	Cash Merger
	Consideration		RTS Common
	to be Received		Stock
	from the		to be		Cash to be
	Conversion of		Exchanged		Received				Non
	RTS		for		from RTS				Compete		Total
	Common Stock(1)		Holding Units		Options		Bonus(2)		Payment(3)		Consideration

Howard Sheridan	$	62,487,650	$	11,000,000	$	0	$	0	$	0	$	73,487,650
Daniel E. Dosoretz	$	68,553,350	$	45,000,000	$	7,860,000	$	0	$	6,000,000	$	127,413,350
James H. Rubenstein	$	56,804,210	$	22,000,000	$	3,900,000	$	0	$	0	$	82,704,210
Michael J. Katin	$	17,416,780	$	15,902,000	$	0	$	0	$	0	$	33,318,780
Ronald E. Inge	$	162,500	$	0	$	0	$	0	$	0	$	162,500
Solomon Agin	$	3,900	$	0	$	0	$	0	$	0	$	3,900
Herbert F. Dorsett	$	6,500	$	0	$	0	$	0	$	0	$	6,500
Leo R. Doerr	$	81,250	$		$	0	$	0	$	0	$	81,250
Janet Watermeier	$	0	$	0	$	0	$	0	$	0	$	0
David N.T. Watson	$	478,100	$	0	$	0	$	110,000	$	0	$	588,100
Joseph Biscardi	$	0	$	0	$	0	$	0	$	0	$	0

Total	$	205,994,240	$	93,902,000	$	11,760,000	$	110,000	$	6,000,000	$	317,766,240


(1)		Includes the restricted stock award to Mr. Watson in the amount of 14,711 shares of our common stock in connection with his commencement of employment with us in April, 2007.

(2)		Amount was paid at the time the Merger Agreement was executed in consideration of services related to the transaction.

(3)		The new employment agreement for Dr. Dosoretz that is expected to take effect at the closing of the merger provides for $6,000,000 to be paid to Dr. Dosoretz in three equal annual installments in consideration of his non-competition covenant.

Each of Dosoretz, Rubenstein, Sheridan and Parent has agreed that the existing employment agreements will be amended and restated based upon the terms described above, in which event the severance amounts discussed under “ — Interests of our Directors and Executive Officers in the Merger — Current Employment Agreements of Management” would not become payable. Sheridan, Dosoretz, Rubenstein and Katin and our other management also will receive time vesting and performance vesting additional units of Holdings as described under “ — Interests of Our Directors and Executive Officers in the Merger — Management Equity Incentive Plan.”

Related Party Transactions

In addition to the arrangements in connection with the merger discussed elsewhere, we had the following transactions with related parties:

Transactions Related to Common Stock

We did not purchase any shares of our common stock during the past two years. The following table provides information with respect to all purchases of our common stock by Sheridan, Dosoretz, Rubenstein, Katin and Watson during the past two years:

Quarter

No. of Shares

Price of

Name

Ending

Purchased(1)

Shares

Daniel Dosoretz

September 30, 2007

76,923

13.00

Howard Sheridan

September 30, 2007

50,000

13.00


(1)		pursuant to exercise of stock options

The following table provides information with respect to all grants of restricted stock or stock options to Sheridan, Dosoretz, Rubenstein, Katin and Watson during the past two years:

Date of

Number of

Type of

Exercise Price

Name

Grant

Shares Granted

Grant

of Stock Option

David N. T. Watson

04/09/2007

14,711

restricted stock

N/A

Administrative Services Agreements

In California, Maryland, Massachusetts, Michigan, Nevada, New York and North Carolina, we have administrative services agreements with professional corporations owned by certain of our directors, officers and principal shareholders, who are licensed to practice medicine in such states. We have entered into these administrative services agreements in order to comply with the laws of such states which prohibit us from employing physicians. Our administrative services agreements generally obligate us to provide treatment center facilities, staff and equipment, accounting services, billing and collection services, management and administrative personnel, assistance in managed care contracting and assistance in marketing services. Terms of the agreements are typically 20-25 years. Monthly fees for such services may be computed on a fixed basis, percentage of net collections basis, or on a per treatment basis, depending on the particular state requirements. Our Chairman, Howard M. Sheridan, M.D., our Chief Executive Officer and President, Daniel E. Dosoretz, M.D., our Medical Director, James H. Rubenstein, M.D., and a director, Michael J. Katin, M.D., own interests in these professional corporations ranging from 0% to 100%. The administrative services fees paid to us by such professional corporations under the administrative services agreements were approximately $24,753,000, $35,023,000 and $38,030,000 for the years ended December 31, 2005 and 2006 and for the nine months ended September 30, 2007, respectively. We engaged an independent consultant to complete a fair market value review of the fees paid by related party professional service corporations to the Company under the terms of these agreements, except for the administrative services agreement related to our Michigan centers, which were newly acquired in 2006. The consulting firm completed a review of 2006 fees under the California, Maryland, Nevada, Massachusetts, New York and North Carolina agreements and determined that the fees are at fair market value. With respect to the acquisition of all of the equity interests in the Michigan centers, of which the management companies were acquired by a wholly-owned affiliate of the Company and the professional service corporations were acquired by a director, the audit committee approved the continuation of the use of existing administrative service agreements between the management companies and the professional corporations. With respect to any new centers to date in 2007 which required an administrative services agreement, the audit committee approved the utilization by management of the same underlying fee methodology used in the California, Maryland, Nevada, Massachusetts, New York and North Carolina administrative services agreements based on the fair market value review completed by the independent consultant.

Lease Arrangements with Entities Owned by Related Parties

We lease certain of our treatment centers and other properties from related parties. We have entered into various lease arrangements with entities owned by Drs. Sheridan, Dosoretz, Rubenstein and Katin, and certain of our shareholders and employees. Their ownership interests in these entities range from 0% to 100%. These related party leases have expiration dates through October 10, 2022, and provide for annual lease payments ranging from approximately $30,000 to $595,000. The aggregate lease payments we made to the entities owned by these related parties were approximately $3,173,000, $3,843,000 and $3,464,000 for the years ended December 31, 2005 and 2006 and for nine months ended September 30, 2007, respectively. The rents were determined on the basis of the debt service incurred by the entities and a return on the equity component of the project’s funding. An independent consultant is utilized to assist the Company’s audit committee in determining fair market rental for any renewal or new rental arrangements with any affiliated party.

In October 1999, we entered into a sublease arrangement with a partnership which is owned by certain of our shareholders to lease space to the partnership for an MRI center in Mount Kisco, New York. Sublease rentals paid by the partnership to the landlord on our behalf were approximately $571,000, $658,000 and $531,000 for the years ended December 31, 2005 and 2006 and for nine months ended September 30, 2007, respectively.

Indebtedness with Related Parties

At December 31, 2004, the Company had approximately $310,000 payable to three land partnerships owned by certain of the Company’s directors, officers, principal shareholders, shareholders and employees for construction in process and building improvement costs related to the construction of a medical facility. Dr. Dosoretz owned 15-30% of each of the three land partnerships while Drs. Sheridan, Rubenstein and Katin each owned 8.8% of one land partnership, 10-15% of a second land partnership and 5.7% of the third land partnership, respectively. These costs were reimbursed to the land partnerships in 2005.

Indemnification Agreements with Certain Officers and Directors

We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide, among other things, that the Company will, to the extent permitted by applicable law, indemnify and hold harmless each indemnitee if, by reason of his or her status as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other enterprise which such person is or was serving at the request of the Company, such indemnitee was, is or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, against all expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such proceeding. In addition, the indemnification agreements provide for the advancement of expenses incurred by the indemnitee in connection with any such proceeding to the fullest extent permitted by applicable law. The indemnification agreements do not exclude any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled, including any rights arising under the Articles of Incorporation or Bylaws of the Company, or the Florida Business Corporation Act.

Other Related Party Transactions

We provide billing and collection services to Riverhill MRI Specialists, P.C. (“Riverhill MRI”), a provider of medical services in New York which is owned by certain of our directors, officers, principal shareholders, shareholders and employees. In addition, the Company charges Riverhill MRI for certain allocated costs of certain staff that perform services on behalf of Riverhill MRI. Drs. Sheridan, Dosoretz, Katin and Rubenstein each own a 10.4% interest in Riverhill MRI Specialists, P.C. The fees received by the Company for the billing and collection services and for reimbursement of certain allocated costs were approximately $332,000, $368,000 and $284,000 for the years ended December 31, 2005 and 2006 and for nine months ended

September 30, 2007, respectively. The balance due from Riverhill MRI was approximately $71,000 at September 30, 2007.

The Company is a participating provider in an oncology network, of which Dr. Dosoretz has an ownership interest. The Company provides oncology services to members of the network. Payments received by the Company for services rendered in 2005, 2006 and the nine months ended September 30, 2007 approximated $384,000, $619,000, and $429,000, respectively.

In October 2003, we contracted with Batan Insurance Company SPC, LTD, a newly-formed entity, which is owned by Drs. Katin, Dosoretz, Rubenstein and Sheridan to provide us with malpractice insurance coverage. We paid premium payments to Batan Insurance Company SPC, LTD of approximately $4,096,000, $7,981,000 and $1,009,000 for the years ended December 31, 2005 and 2006 and for the nine months ended September 30, 2007, respectively.

During the years ended December 31, 2005, 2006 and the nine months ended September 30, 2007, we employed certain family members of certain of our directors, officers and shareholders. The total compensation paid to such family members in 2005, 2006 and the nine months ended September 30, 2007 was $515,745, $327,870 and $247,713, respectively.

Dr. Katin is employed by us pursuant to a physician agreement. Compensation paid by us to Dr. Katin was $1,136,478, $1,007,692 and $511,539 for the years ended December 31, 2005 and 2006 and for the nine months ended September 30, 2007, respectively.

The Company maintains a construction company which provides remodeling and real property improvements at its facilities. In addition, the construction company builds and constructs facilities on behalf of certain land partnerships which are owned by certain of the Company’s shareholders (including, Dr. Sheridan, Dr. Dosoretz, Dr. Rubenstein and Dr. Katin). Payments received by the Company for building and construction fees were approximately $0, $1,310,000 and $2,823,000 for the years ended December 31, 2005 and 2006 and for the nine months ended September 30, 2007, respectively. Amounts due to the Company for the construction services were approximately $1,381,000 at September 30, 2007. In connection with the Company’s plans with respect to future development of new treatment centers on land owned by or contemplated to be acquired by land partnerships owned by certain of the Company’s shareholders, the terms and conditions of the transactions, including leases of such property and in some instances (buildout and equipment reimbursements) by the Company are expected to be on terms and conditions as those of similar historical transactions.

Fees and Expenses

Whether or not the merger is completed, in general, all fees and expenses incurred in connection with the merger will be paid by the party incurring those fees and expenses. The fees and expenses incurred or to be incurred by RTS in connection with the merger are estimated at this time to be as follows:


Description	Amount

Legal and accounting fees and expenses	$	5,000,000
Vestar Transaction fee	$	10,000,000
Financial advisory fees(1)	$	7,000,000
Financing fees and expenses(2)	$	14,500,000
Special Committee meeting fees(3)	$	550,000
Printing, proxy solicitation and mailing costs	$	100,000
Filing fees	$	24,543
Miscellaneous	$	1,500,000

Total	$	39,124,543


(1)		Represents financial advisory fees of Morgan Joseph and Wachovia Securities. The financial advisory fees payable to Wachovia Securities are discussed below and the financial advisory fees payable to Morgan Joseph are discussed under “Special Factors — Opinion of Morgan Joseph & Co. Inc.”

(2)		Represents financing fees and expenses payable by Vestar Capital Partners in connection with the debt financing.

(3)		Represents regular meeting fees, the special committee members were not paid any additional amounts for their service on the special committee except that special committee members received the regular meeting fee for all meetings regardless of whether such meetings were held telephonically.

In addition, if the Merger Agreement is terminated, RTS will, in specified circumstances, be required to reimburse Parent and Merger Sub for up to $3.0 million of documented out-of-pocket fees and expenses. See “The Merger Agreement — Termination Fees and Expenses” on page 84.

RTS retained Wachovia Securities to act as its financial advisor in connection with the merger. RTS selected Wachovia Securities as its financial advisor based on Wachovia Securities’ reputation, experience and familiarity with RTS and its business. Wachovia Securities and certain of its affiliates will be participating in the financing relating to the merger. The estimated fees and expenses payable in connection with the financing are described above. Given Wachovia Securities’ participation in such financing, Wachovia Securities was not requested to, and it did not, deliver an opinion in connection with the merger. Pursuant to the terms of Wachovia Securities’ engagement, RTS has agreed to pay Wachovia Securities for its financial advisory services an aggregate fee of approximately $5.6 million. RTS also has agreed to reimburse Wachovia Securities for reasonable expenses, including reasonable fees and expenses of its legal counsel, and to indemnify Wachovia Securities and related parties against certain liabilities, including liabilities under the federal securities laws, arising out of Wachovia Securities’ engagement. In connection with unrelated matters, Wachovia Securities or its affiliates in the past have provided investment banking and other financial services to RTS and certain of its affiliates, for which Wachovia Securities and its affiliates have received fees, including acting as (i) financial advisor to RTS and certain of its affiliates in connection with certain acquisition transactions and (ii) administrative agent, lead arranger and sole bookrunner for, and a lender under, certain credit facilities of RTS and certain of its affiliates. Also in connection with unrelated matters, Wachovia Securities or its affiliates in the past have provided and currently are providing investment banking and other financial services to Vestar Capital Partners and certain of its affiliates, including in connection with certain securities offerings and credit facilities of Vestar Capital Partners and/or certain of its affiliates, for which Wachovia Securities and its affiliates have received and expect to receive fees. Wachovia Securities and its affiliates also may provide similar or other such services to, and maintain relationships with, RTS, Vestar Capital Partners and their respective affiliates in the future. In addition, Wachovia Securities and certain affiliates and employees of Wachovia Securities and its affiliates have investments in Vestar Capital Partners and certain of its affiliates.

Appraisal Rights

We have concluded that our shareholders are entitled to assert appraisal rights in the event of the consummation of the merger, and, in the event such rights are perfected, to obtain payment in cash of the fair value of their shares of our common stock as determined pursuant to Florida law. The fair value of shares of our common stock, as determined in accordance with Florida law, could be more or less than the merger consideration that our shareholders are entitled to receive pursuant to the Merger Agreement. To preserve their appraisal rights, shareholders must not vote, or cause or permit to be voted, any of their shares of our common stock in favor of the approval of the Merger Agreement and must follow specific procedures. Shareholders who wish to exercise appraisal rights must precisely follow these specific procedures or their appraisal rights may be lost. These procedures are described in this proxy statement, and the provisions of Florida law that provide for appraisal rights and govern such procedures are attached as Annex C to this proxy statement. See “Appraisal Rights” beginning on page 87.

Material United States Federal Income Tax Consequences of the Merger

The following is a discussion of the material United States federal income tax consequences of the merger to U.S. holders (as defined below) whose shares of our common stock are converted into the right to receive cash in the merger. The discussion is based upon the Internal Revenue Code, Treasury regulations, Internal Revenue Service published rulings and judicial and administrative decisions in effect as of the date of this proxy statement, all of which are subject to change (possibly with retroactive effect) and to differing interpretations. The following discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our shareholders. This discussion applies only to shareholders who, on the date on which the merger is completed, hold shares of our common stock as a capital asset within the meaning of section 1221 of the Internal Revenue Code. The following discussion does not address taxpayers subject to special treatment under U.S. federal income tax laws, such as insurance companies, financial institutions, dealers in securities or currencies, traders of securities that elect the mark-to-market method of accounting for their securities, persons that have a functional currency other than the U.S. dollar, tax-exempt organizations, mutual funds, real estate investment trusts, S corporations or other pass-through entities (or investors in an S corporation or other pass-through entity) and taxpayers subject to the alternative minimum tax. In addition, the following discussion may not apply to shareholders who acquired their shares of our common stock upon the exercise of employee stock options or otherwise as compensation for services or through a tax-qualified retirement plan or who hold their shares as part of a hedge, straddle, conversion transaction or other integrated transaction. The following discussion does not address the U.S. federal income tax consequences of the merger to the Rollover Investors. If our common stock is held through a partnership, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. It is recommended that partnerships that are holders of our common stock and partners in such partnerships consult their own tax advisors regarding the tax consequences to them of the merger.

The following discussion also does not address potential alternative minimum tax, foreign, state, local and other tax consequences of the merger. All shareholders should consult their own tax advisors regarding the U.S. federal income tax consequences, as well as the foreign, state and local tax consequences of the disposition of their shares in the merger.

For purposes of this summary, a “U.S. holder” is a beneficial owner of shares of our common stock, who or that is, for U.S. federal income tax purposes:


	•	an individual who is a citizen or resident of the United States;

	•	a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state of the United States or the District of Columbia;

	•	an estate the income of which is subject to U.S. federal income tax regardless of its source;

	•	a trust if (1) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) it was in existence on August 20, 1996 and has a valid election in place to be treated as a domestic trust for U.S. federal income tax purposes; or

	•	otherwise is subject to U.S. federal income taxation on a net income basis.

Except with respect to the backup withholding discussion below, this discussion is confined to the tax consequences to a shareholder who or that, for U.S. federal income tax purposes, is a U.S. holder.

For U.S. federal income tax purposes, the disposition of RTS common stock pursuant to the merger generally will be treated as a sale of our common stock for cash by each of our shareholders. Accordingly, in general, the U.S. federal income tax consequences to a shareholder receiving cash in the merger will be as follows:


	•	The shareholder will recognize a capital gain or loss for U.S. federal income tax purposes upon the disposition of the shareholder’s shares of our common stock pursuant to the merger.


	•	The amount of capital gain or loss recognized by each shareholder will be measured by the difference, if any, between the amount of cash received by the shareholder in the merger (other than, in the case of a dissenting shareholder, amounts, if any, which are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income) and the shareholder’s adjusted tax basis in the shares of our common stock surrendered in the merger. Gain or loss will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered for cash in the merger.

	•	The capital gain or loss, if any, will be long-term with respect to shares of our common stock that have a holding period for tax purposes in excess of one year at the effective time of the merger. Long-term capital gains of individuals are eligible for reduced rates of taxation. There are limitations on the deductibility of capital losses. A dissenting shareholder may be required to recognize any gain or loss in the year the merger closes, irrespective of whether the dissenting shareholder actually receives payment in that year.

Cash payments made pursuant to the merger will be reported to our shareholders and the Internal Revenue Service to the extent required by the Internal Revenue Code and applicable Treasury regulations. Non-corporate shareholders may be subject to back-up withholding at a rate of 28% on any cash payments they receive. Shareholders who are U.S. holders generally will not be subject to backup withholding if they: (1) furnish a correct taxpayer identification number and certify that they are not subject to backup withholding on the substitute Form W-9 included in the election form/letter of transmittal they are to receive or (2) are otherwise exempt from backup withholding. Shareholders who are not U.S. holders should complete and sign a Form W-8BEN (or other applicable tax form) and return it to the paying agent in order to provide the information and certification necessary to avoid backup withholding tax or otherwise establish an exemption from backup withholding tax. Certain of our shareholders will be asked to provide additional tax information in the letter of transmittal for the shares of our common stock.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

As contemplated under the Merger Agreement, each of Dr. Sheridan, Dr. Dosoretz, Dr. Rubenstein and Dr. Katin will acquire, and Holdings will issue and transfer to such person, a number of units of limited liability company interests in Holdings, in exchange for the contribution of such person’s shares of RTS common stock to Holdings. This exchange is intended to qualify as a tax-free exchange with respect to each such shareholder under Section 721 of the Internal Revenue Code.

With respect to their shares of RTS common stock not contributed to Holdings, each of Dr. Sheridan, Dr. Dosoretz, Dr. Rubenstein and Dr. Katin will receive cash equal to the per share merger consideration to be received by RTS’s other shareholders in the merger. For U.S. federal income tax purposes, the disposition of these shares of RTS common stock pursuant to the merger generally is expected to be treated as a sale of RTS common stock for cash by each Rollover Investor. Accordingly, the U.S. federal income tax consequences are expected to be the same as those described above.

The foregoing is a general discussion of certain material U.S. federal income tax consequences. We recommend that you consult your own tax advisor to determine the particular tax consequences to you (including the application and effect of any foreign, state or local income and other tax laws) of the receipt of cash in exchange for shares of our common stock pursuant to the merger.

Litigation

We are aware of two lawsuits filed in connection with the proposed merger. Shareholder complaints were filed on October 24, 2007 and November 16, 2007, respectively, against RTS, each of RTS’s directors and Vestar Capital Partners as purported class actions on behalf of the public shareholders of RTS in the Circuit Court of Lee County, Florida. The first case (Case No. 07-CA-013398) under the caption Jeffrey Schwartz, individually and on behalf of all others similarly situated, Plaintiff against Howard M. Sheridan, Daniel E.

Dosoretz, Solomon Agin, Michael J. Katin, Ronald E. Inge, James H,. Rubenstein, Herbert F. Dorsett, Leo R. Doerr, Janet Watermeier, Radiation Therapy Services, Inc. and Vestar Capital Partners, Defendant and the second case (Case No. 07-CA-051293) was filed under the caption Wayne County Employees’ Retirement System, on behalf of itself and all others similarly situated vs. Radiation Therapy Services, Inc., Howard M. Sheridan, M.D., Daniel E. Dosoretz, M.D., James H. Rubenstein, M.D., Michael J. Katin, M.D., Herbert F. Dorsett, Ronald E. Inge, Leo K. Doerr, Rabbi Solomon Agin, D.D., Janet Watermeier and Vestar Capital Partners. Both complaints allege, among other things, that the directors of RTS breached their fiduciary duties in connection with the proposed transaction by failing to maximize shareholder value and by approving a transaction that purportedly benefits the defendants at the expense of RTS’s public shareholders. Among other things, the complaints seeks to enjoin RTS, its directors and Vestar Capital from proceeding with or consummating the merger. Vestar Capital is alleged to have aided and abetted the individual defendants in breaching their fiduciary duties. On November 20, 2007, the plaintiff in the Wayne County case filed motions for preliminary injunction, to consolidate, and to expedite discovery. No hearing date has been set. Based on the facts known to date, and the allegations in the complaints, we believe that the claims asserted in these complaints are without merit and we intend to vigorously defend against these complaints. There can be no assurance that additional lawsuits pertaining to the proposed merger will not be filed or that defendants will successfully oppose an injunction. The absence of an injunction prohibiting the consummation of the merger is a condition to the closing of the merger.

Accounting Treatment of The Merger

We expect the merger to be accounted for as a business combination for financial accounting purposes, whereby the purchase price would be allocated to the Company’s assets and liabilities based on their relative fair values as of the date of the merger in accordance with Financial Accounting Standards No. 141, Business Combinations.

Approvals and Consents

Under the Merger Agreement, we and the other parties to the Merger Agreement have agreed to use our commercially reasonable efforts to complete the transactions contemplated by the Merger Agreement as promptly as practicable, including obtaining all necessary governmental approvals and all necessary consents, approvals or waivers from third parties. The Hart-Scott-Rodino Act provides that transactions such as the merger may not be completed until certain information has been submitted to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice and certain waiting period requirements have been satisfied. RTS and Parent filed notification reports with the Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Act on November 9, 2007. The Federal Trade Commission granted early termination of the applicable waiting period on November 20, 2007.

At any time before or after consummation of the merger, the Federal Trade Commission and Department of Justice may, however, challenge the merger on antitrust grounds. Private parties could take antitrust action under the antitrust laws, including seeking an injunction prohibiting or delaying the merger, divestiture or damages under certain circumstances. Additionally, at any time before or after consummation of the merger, notwithstanding the termination of the applicable waiting period, any state could take action under its antitrust laws as it deems necessary or desirable in the public interest.

It is a condition to closing under the Merger Agreement that certain health care related governmental approvals, consents or licenses specified by the parties shall have been obtained except where the failure to obtain such consents or approvals would not reasonably be expected to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and it subsidiaries or give rise to a violation of criminal law. It is also a condition to closing under the Merger Agreement that certain third party consents related to indebtedness and leases specified by the parties shall have been obtained.

IDENTITY AND BACKGROUND OF FILING PERSONS

Radiation Therapy Services, Inc.

Radiation Therapy Services, Inc., a Florida corporation, owns, operates and manages treatment centers focused principally on providing radiation treatment alternatives ranging from conventional external beam radiation to newer, technologically-advanced options. RTS is one of the largest companies in the United States focused principally on providing radiation therapy. RTS opened its first radiation treatment center in 1983 and as of September 30, 2007 provides radiation therapy services in 83 treatment centers. RTS’s treatment centers are clustered into 27 local markets in 16 states, including Alabama, Arizona, California, Delaware, Florida, Kentucky, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, and West Virginia. Of these 83 treatment centers, 25 treatment centers were internally developed, 48 were acquired and 10 involve hospital-based treatment centers. RTS has continued to expand its affiliation with physician specialties in other areas including gynecological and surgical oncology and urology in a limited number of local markets to strengthen its clinical working relationships.

RTS’s principal executive offices are located at 2234 Colonial Boulevard, Ft. Myers, Florida 33907, and its telephone number is (239) 931-7275.

RTS Executive Officers

Daniel E. Dosoretz, M.D., F.A.C.R., F.A.C.R.O., is one of our founders and has served as a director since 1988 and as our President and Chief Executive Officer since April 1997. Dr. Dosoretz is also employed as a physician by our wholly-owned subsidiary, 21st Century Oncology, Inc. Prior to joining us, Dr. Dosoretz served as attending physician at the Massachusetts General Hospital. He also was an Instructor and Assistant Professor of Radiation Medicine at Harvard Medical School and Research Fellow of the American Cancer Society. Upon moving to Fort Myers, Florida, he was appointed to the Clinical Faculty as Associate Professor at the University of Miami School of Medicine. He also has been a visiting Professor at Duke University Medical School. Dr. Dosoretz graduated from the University of Buenos Aires School of Medicine and served his residency in Radiation Oncology at the Department of Radiation Medicine at the Massachusetts General Hospital, Harvard Medical School, where he was selected Chief Resident of the department. Dr. Dosoretz is board certified in Therapeutic Radiology by the American Board of Radiology. He is a Fellow of the American College of Radiation Oncology and of the American College of Radiology and is a member of the International Stereotactic Radiosurgery Society, the American Society for Therapeutic Radiology and Oncology and the American Society of Clinical Oncology.

James H. Rubenstein, M.D., joined us in 1989 as a physician and has served as a director since 1993, as our Secretary since May 1998 and as our Medical Director since January 2004. Dr. Rubenstein is also employed as a physician by our wholly-owned subsidiary, 21st Century Oncology, Inc. Prior to joining us, Dr. Rubenstein was an Assistant Professor of Radiation Oncology at the University of Pennsylvania and later became Co-Director of the Radiation Oncology Residency Program. He also served as Chairman of the Department of Medicine for Columbia Regional Medical Center in Southwest Florida and became a Clinical Assistant Professor at the University of Miami School of Medicine’s Department of Radiology. He graduated from New York University School of Medicine and completed his internship and residency in internal medicine at Beth Israel Hospital in Boston, at the same time working as an Assistant Instructor in internal medicine for Harvard University’s School of Medicine. He is board certified in Internal Medicine by the American Board of Internal Medicine and in Radiation Oncology by the American Board of Radiology.

David N. T. Watson has served as Chief Financial Officer of RTS since July 1, 2007. Mr. Watson joined us in April 2007 as Executive Vice President-Finance. Prior to joining us, Mr. Watson worked for The GEO Group, Inc., a New York Stock Exchange-listed world leader in the delivery of correctional, detention and residential treatment services to federal, state, and local government agencies around the globe. From 1994 to 2007, he held various management and executive positions covering all areas of finance, including Treasurer & Vice President-Finance, Chief Accounting Officer, Corporate Controller, Assistant Secretary, and Assistant Treasurer. Prior to joining The GEO Group, Mr. Watson held several positions at Arthur Andersen LLP, most

recently as Manager, Audit and Business Advisory Services. Prior to joining Arthur Andersen, he was with Arthur Young & Co. Mr. Watson holds an MBA in accounting from Rutgers, The State University of New Jersey and a BA in economics from University of Virginia.

Joseph Biscardi joined us in 1997 as our Corporate Controller and Chief Accounting Officer. Prior to joining us, Mr. Biscardi worked for PricewaterhouseCoopers, LLP from 1993 to 1997. He is a Certified Public Accountant in New York.

RTS Directors:

Howard M. Sheridan, M.D., is one of our founders and has served as a director since 1988 and as Chairman of the Board since April 2004. Dr. Sheridan planned and developed our first radiation treatment center. Prior to joining us, Dr. Sheridan served as President of the medical staff at Southwest Florida Regional Medical Center as well as chairman of the Department of Radiology. Dr. Sheridan currently serves as Chairman of Edison Bancshares, Inc. He previously served on the Advisory Board of Southeast Bank, N.A., and also served as a founding Director and member of the Executive Compensation and Loan Committee of Heritage National Bank from 1989 until September 1996, when Heritage was acquired by SouthTrust Corporation. Dr. Sheridan has practiced interventional radiology and diagnostic radiology in Fort Myers, Florida from 1975 until accepting the chairmanship in April 2004. Dr. Sheridan is a member of the American Medical Association, the Florida Medical Association, and the American College of Radiology. He graduated from Tulane Medical School and completed his residency at the University of Colorado Medical Center. Dr. Sheridan is board certified by the American Board of Radiology and the American Board of Nuclear Medicine.

Michael J. Katin, M.D., F.A.C.P., F.A.C.R., F.A.C.R.O., is one of our founders and has served as a director since 1988. Dr. Katin is also employed as a physician by our wholly-owned subsidiary, 21st Century Oncology, Inc. Prior to joining us, Dr. Katin served as a clinical instructor in medicine at the State University of New York, Buffalo, School of Medicine and as a clinical fellow in Radiation Therapy at Harvard Medical School. He graduated from the University of Pennsylvania Medical School. He completed an internal medicine residency at Lankenau Hospital in Philadelphia, subspecialized in Medical Oncology and Hematology with fellowships at Roswell Park Memorial Institute in Buffalo, New York, and the National Cancer Institute of the National Institutes of Health, Bethesda, Maryland and later completed a residency in Radiation Medicine at the Massachusetts General Hospital. Dr. Katin is board certified in Therapeutic Radiology by the American Board of Radiology and is board certified by the American Board of Medicine in Internal Medicine and in the subspecialties of Medical Oncology, Hematology and Geriatric Medicine.

Ronald E. Inge, has served as an independent member of our board of directors since the completion of our June 2004 initial public offering. Since September 2003, Mr. Inge has served as Chief Operations Officer of Land Solutions, Inc. and President of Development Solutions, Inc., two related real estate entities engaged in real estate development. Mr. Inge has also served as President of Inge & Associates, Inc., a mining and real estate consulting firm, since February 2002. From June 1999 to November 2002 Mr. Inge served as Vice President — Business Development, South Florida for Florida Rock Industries, Inc., a NYSE-listed construction materials company. From October 1981 to November 2002 he served as Executive Vice President of Harper Bros., Inc., which was acquired by Florida Rock Industries, Inc. in June 1999. Mr. Inge served as Tax and Audit Supervisor for Coopers & Lybrand, Certified Public Accountants, from July 1978 to September 1981. Mr. Inge is a Certified Public Accountant in Florida and received his Bachelor of Business Administration degree from Stetson University.

Solomon Agin D.D., has served as an independent member of our board of directors since January 2005. Rabbi Agin brings over 30 years of community and congregational leadership in humanitarian, healthcare, and religious activities to the board. He has numerous certifications in grief and trauma counseling, and has served as chaplain, guest lecturer, and staff instructor at hospitals in Florida and Missouri. His distinguished record of healthcare service continues with the Southwest Florida AIDS Task Force, Institutional Review Board and Cancer Committee of Southwest Regional Medical Center, the National Association of Jewish Chaplains Board and as chaplain and consultant for Hospice of Southwest Florida and Sarasota, Florida. Rabbi Agin was

committee member and chairperson of the Florida Advisory Committee, United States Commission on Civil Rights for many years. He is past president of the Southeast Association Central Conference of American Rabbis. Degrees and awards throughout his career include an honorary doctorate of divinity from Hebrew Union College.

Herbert F. Dorsett has served as an independent member of our board of directors since the completion of our June 2004 initial public offering. Since 2001 Mr. Dorsett has served as Director of Development of Harry Chapin Food Banks of Southwest Florida. From 1995 to 2001, Mr. Dorsett was a hospital consultant for Organizational Dimensions. Mr. Dorsett served as Chief Executive Officer of Kirskville Osteopathic Medical Center from 1993 to 1995 and from 1992 to 1993 he was Vice President, Corporate Development for Basic American Medical, Inc. Prior to such time he served as President of Southwest Florida Regional Medical Center for more than 10 years. Mr. Dorsett is a Diplomate of the American College of Healthcare Executives and was past chairperson of the Florida Hospital Association and the Florida League of Hospitals. Mr. Dorsett holds a Masters of Hospital Administration from Baylor University and a Bachelor of Music from Stetson University.

Leo R. Doerr has served as an independent member of our board of directors since January 2005. Mr. Doerr brings 40 years of banking and financial services experience to the board. He has served as Senior Vice President of Marketing and Support at SouthTrust Bank and Senior Vice President of Lending at the Banc of the Islands. Mr. Doerr was President and CEO of Heritage National Bank, as well as a founder and director of the bank. He has been a Director of the Florida Bankers Association, President of Community Bankers Association and a member of American Bankers Association. Mr. Doerr’s active involvement in his community includes service as Director of the National Multiple Sclerosis Society.

Janet Watermeier has served as an independent member of our board of directors since May 2007. Ms. Watermeier is currently the President of Watermeier Property Services, LLC, a Ft. Myers, FL-based consulting and real estate resources firm that provides market information, project feasibility analysis, economic and development consulting services and property management services. She also currently serves as the Vice Chair of the Florida Transportation Commission, the Chairwoman of the Airport Special Management Committee at Southwest Florida International Airport and is a member of the Southwest Florida Regional Planning Council. Ms. Watermeier brings over 20 years experience in economic development and real estate to the board. She has previously served as Director of Economic Development for Lee County, FL and as Vice President of WCI Communities, Inc., a community development subsidiary of Westinghouse Electric Corporation. Ms. Watermeier received a B.A. in economics from Old Dominion University School of Business and attended the University of Buffalo School of Law.

Each person identified above is a United States citizen. None of RTS or any of RTS’s executive officers or directors has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of RTS or any of RTS’s executive officers, directors has, during the past five years, been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Except as set forth above, the business address of each person identified above is c/o RTS at 2234 Colonial Boulevard, Ft. Myers, Florida 33907.

Radiation Therapy Investments, LLC

Radiation Therapy Investments, LLC is a Delaware limited liability company formed by Vestar Capital in anticipation of the merger.

Radiation Therapy Services Holdings, Inc.

Radiation Therapy Services Holdings, Inc. is a Delaware corporation formed by Vestar Capital in anticipation of the merger. The Rollover Investors are expected to exchange shares of RTS common stock for units of limited liability company interests in Holdings which controls 100% of Parent, in connection with the merger. Upon completion of the merger, RTS will be a direct or indirect wholly owned subsidiary of Parent and Holdings. Parent and Holdings currently have de minimis assets and no operations. Parent’s principal

executive offices are c/o Vestar Capital Partners, V, L.P., 245 Park Avenue, 41st Floor, New York, NY 10167, and its telephone number is (212) 351-1600. Vestar Capital Partners is a leading international private equity firm specializing in management buyout and gross capital investment. The firm’s investment strategy is targeted towards companies in the U.S., Europe and Japan with valuations in the $100 million to $4 billion range. Since the firm’s founding in 1988, the Vestar Capital Partners funds have completed over 60 investments in companies with a total value of approximately $20 billion. These companies have varied in size and geography and span a broad range of industries. The firm’s strategy is to invest behind incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way with the overriding goal to build long-term franchise value. Vestar currently manages funds with committed capital totaling approximately $7 billion and has offices or affiliates operating in New York, Denver, Boston, Paris, Milan, Munich and Tokyo. More information about Vestar Capital Partners is available at http://www.vestarcapital.com.

RTS MergerCo, Inc.

RTS MergerCo, Inc. is a Florida corporation formed by Parent in anticipation of the merger. Subject to the terms and conditions of the Merger Agreement and in accordance with Florida law, at the effective time of the merger, Merger Sub will merge with and into RTS and RTS will continue as the surviving corporation. Merger Sub currently has de minimis assets and no operations. The address for Merger Sub’s principal executive offices is c/o Vestar Capital Partners, V, L.P. 245 Park Avenue, 41st Floor, New York, NY 10167, and Merger Sub’s telephone number is (212) 351-1600.

Vestar Capital Partners V, L.P.

Vestar Capital Fund V, L.P. is a Cayman Islands exempted limited partnership engaged in the business of making private equity and other types of investments.

Additional information concerning Holdings, Parent, Merger Sub and Vestar Capital Fund is set forth on Annex D to this proxy statement.

THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held on [ ], , 2008, beginning at 11:00 a.m., Eastern Time, at Florida , or at any postponement or adjournment thereof. The purpose of the special meeting is for our shareholders to consider and vote upon the approval of the Merger Agreement, to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies and to transact such other business that may properly come before the special meeting or any adjournment or postponement thereof. Our shareholders must approve the Merger Agreement for the merger to occur. If our shareholders do not approve the Merger Agreement, the merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A. This proxy statement and the enclosed form of proxy are first being mailed to our shareholders on or about , 2008.

Record Date and Quorum

The holders of record of our common stock as of the close of business on , 2007, the record date for the special meeting, are entitled to receive notice of, and to vote at, the special meeting. On the record date, there were [ ] shares of our common stock outstanding.

The holders of a majority of the outstanding shares of our common stock at the close of business on the record date represented in person or by proxy will constitute a quorum for purposes of the special meeting. A quorum is necessary to hold the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining whether a quorum is present at the special meeting and any postponement or adjournment of the special meeting. However, if a new record date is set for the adjourned or postponed special meeting, then a new quorum must be established.

Required Vote

Under Florida law, the merger cannot be completed unless the holders of a majority of the outstanding shares of our common stock entitled to vote at the close of business on the record date for the special meeting vote for the approval of the Merger Agreement. Each outstanding share of our common stock is entitled to one vote. The merger does not require the approval of at least a majority of the Company’s unaffiliated shareholders.

Approval of the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of holders representing a majority of the shares present in person or by proxy at the special meeting.

As of the record date for the special meeting, the directors and executive officers of RTS beneficially owned, in the aggregate, 9,833,671 shares of our common stock (which includes an aggregate of 7,820 shares of common stock owned by our independent directors), or approximately 40.5% of our outstanding common stock. Persons other than the Rollover Investors held 14,486,856 shares of our common stock, representing approximately 61.1% of our outstanding common stock, as of such date. Directors and executive officers Dosoretz, Sheridan, Rubenstein and Katin who collectively beneficially own approximately 40.4% of our outstanding common stock have each entered into a Support and Voting Agreement obligating them to vote all of their shares of our common stock “FOR” the approval of the Merger Agreement and “FOR” any adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies.

Proxies; Revocation

If you are a shareholder of record and submit a proxy by returning a signed proxy card by mail, your shares will be voted at the special meeting as you indicate on your proxy card. If no instructions are indicated

on your proxy card, your shares of RTS common stock will be voted “FOR” the approval of the Merger Agreement and “FOR” any adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies.

The persons named as proxies may propose and vote for one or more postponements or adjournments of the special meeting to solicit additional proxies.

If your shares are held in “street name” by your broker, you should instruct your broker how to vote your shares using the instructions provided by your broker. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker and they can give you directions on how to vote your shares. Under the rules of the NYSE, brokers who hold shares in “street name” for customers may not exercise their voting discretion with respect to the approval of non-routine matters such as the approval of the Merger Agreement or approval of any adjournment or postponement of the special meeting. Therefore, absent specific instructions from the beneficial owner of the shares, brokers are not empowered to vote the shares with respect to the approval of the Merger Agreement or approval of any adjournment or postponement of the special meeting (i.e., “broker non-votes”). Shares of our common stock held by persons attending the special meeting but not voting, or shares for which we have received proxies with respect to which holders have abstained from voting, will be considered abstentions. Abstentions and properly executed broker non-votes, if any, will be treated as shares that are present and entitled to vote at the special meeting for purposes of determining whether a quorum exists but will have the same effect as a vote “Against” the approval of the Merger Agreement and any adjournment or postponement of the special meeting.

You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy, you must (i) advise the Corporate Secretary of RTS of the revocation in writing, (ii) submit by mail a new proxy card dated after the date of the proxy you wish to revoke or (iii) attend the special meeting and vote your shares in person. Attendance at the special meeting will not by itself constitute revocation of a proxy.

Please note that if you hold your shares in “street name” and you have instructed your broker to vote your shares, the options for revoking your proxy described in the paragraph above do not apply and instead you must follow the directions provided by your broker to change your vote.

RTS does not expect that any matter other than the approval of the Merger Agreement (and approval of the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies) will be brought before the special meeting. The persons appointed as proxies will have discretionary authority to vote upon other business unknown by RTS a reasonable time prior to the solicitation of proxies, if any, that properly comes before the special meeting and any adjournments or postponements of the special meeting.

Adjournments and Postponements

The special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any adjournment may be made without notice (if the adjournment is not for more than 120 days from the date fixed for the original meeting), other than by an announcement made at the special meeting of the time, date and place of the adjourned meeting. Whether or not a quorum exists, the holders of a majority of the shares of our common stock present in person or represented by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting. If no instructions are indicated on your proxy card, your shares of our common stock will be voted “FOR” any adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow our shareholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

THE MERGER AGREEMENT

This section of the proxy statement describes the material provisions of the Merger Agreement but it may not contain all of the information about the Merger Agreement that is important to you. The Merger Agreement is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement in its entirety. The Merger Agreement is a document that establishes and governs the legal relations among us, Parent, Merger Sub and Holdings with respect to the transactions described in this proxy statement. We do not intend for the text of the Merger Agreement to be a source of factual, business or operational information about RTS, its subsidiaries or any of its managed practices. The Merger Agreement contains representations, warranties and covenants that are qualified and limited, including by information in the schedules referenced in the Merger Agreement that the parties delivered in connection with the execution of the Merger Agreement. Representations and warranties are used as a tool to allocate risks between the respective parties to the Merger Agreement, including where the parties do not have complete knowledge of all facts, instead of to establish such matters as facts. Furthermore, the representations and warranties may be subject to different standards of materiality applicable to the parties, which may differ from what may be viewed as material to shareholders or under the federal securities laws. These representations may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may not have been included in this proxy statement.

Effective Time; The Marketing Period

The effective time of the merger will occur at the time that we file the articles of merger with the Department of State of the State of Florida on the closing date of the merger (or such later time as provided in such articles of merger). The closing date will occur no later than the third business day after all of the conditions to the merger set forth in the Merger Agreement have been satisfied or waived (other than conditions that by their nature are to be satisfied on the closing date), or at such other date as we and Parent may agree; provided that the parties will not be required to effect the closing until the earliest to occur of:


	•	a date during the Marketing Period (as defined below) specified by Parent on no less than three business days’ notice to RTS;

	•	the final day of the Marketing Period; and

	•	April 21, 2008 (the “End Date”), subject in each case to the satisfaction and waiver of all of the conditions to closing

The “Marketing Period” is defined in the Merger Agreement as the period of 25 consecutive business days after the date of the Merger Agreement, during which:


	•	Parent shall have such financial and other pertinent information of RTS as may be reasonably requested by Parent to consummate the debt financing, including all financial statements and financial data customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act; and

	•	the conditions to closing concerning the absence of a judgment or order issued by any court or tribunal that prohibits consummation of the merger, the termination or expiration of the waiting period under the Hart-Scott-Rodino Act and the receipt of required approvals shall have been satisfied and no condition exists that would cause any of the conditions to Parent’s obligations to close not to be satisfied, assuming the closing were to be scheduled for any time during such consecutive 25-day period.

The purpose of the marketing period is to provide Parent with a reasonable and appropriate period of time during which it can market and place the permanent debt financing contemplated by the debt financing commitments for the purposes of financing the merger. The marketing period will not be deemed to have

commenced if, prior to the completion of the marketing period, Ernst & Young LLP shall have withdrawn its audit opinion with respect to any financial statements contained in our reports filed with the SEC, or if any required financial statements available to Parent on the first day of any such 25 consecutive business day period would not be sufficiently current on any day during such 25 consecutive business day period to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such 25 consecutive business day period.

Throughout the Marketing Period Parent and Merger Sub have agreed:


	•	to use commercially reasonable efforts to satisfy on a timely basis the conditions to obtaining the financing set forth in the debt financing commitments obtained in connection with the merger; and

	•	in the event that any portion of the debt financing becomes unavailable on the terms and conditions contemplated in such commitments, to use commercially reasonable efforts to obtain as promptly as practicable alternative financing on terms and conditions, taken as a whole, no less favorable to Parent or Merger Sub as determined by Parent and Merger Sub in their reasonable judgment.

See “Financing Commitments; Cooperation of RTS” below for a further discussion of Parent and Merger Sub’s covenants relating to the financing commitments.

Structure

Subject to the terms and conditions of the Merger Agreement and in accordance with Florida law, at the effective time of the merger, Merger Sub will merge with and into RTS. The separate corporate existence of Merger Sub will cease, and RTS will continue as the surviving corporation and a direct or indirect wholly owned subsidiary of Parent. The surviving corporation will be a privately held corporation and our current shareholders, other than the Rollover Investors and the Additional Management Investors, will cease to have any ownership interest in the surviving corporation or rights as our shareholders. Therefore, such current shareholders will not participate in any future earnings or growth of the surviving corporation and will not benefit from any appreciation in value of the surviving corporation.

Treatment of Stock, Stock Options and Other Stock-Based Awards

Common Stock

At the effective time of the merger, each share of our common stock issued and outstanding immediately prior to the effective time of the merger will automatically be canceled and will cease to exist and will be converted into the right to receive $32.50 in cash, without interest and less applicable withholding taxes, other than:


	•	shares of our common stock held in our treasury or by any of our subsidiaries immediately prior to the effective time of the merger, which shares will be canceled without conversion or consideration;

	•	shares of our common stock owned by Parent or Merger Sub immediately prior to the effective time of the merger, which shares will be canceled without conversion or consideration;

	•	shares of our common stock held by shareholders who have properly demanded and perfected their appraisal rights in accordance with Florida law, which shareholders will be entitled to obtain payment of the fair value of such shares as determined in accordance with Florida law; and

	•	certain shares of our common stock owned by Rollover Investors, that will be contributed to Holdings immediately prior to the effective time in return for a number of preferred and common units of limited liability company interests in Holdings.

After the effective time of the merger, each stock certificate representing shares of common stock converted into the right to receive the merger consideration will be canceled and cease to exist and the holder of such certificate will have only the right to receive the merger consideration of $32.50 in cash per share, without any interest and less applicable withholding taxes.

Stock Options and Other Stock-Based Awards

Except as we otherwise agreed to in writing with Parent, Merger Sub and the Rollover Investors:


	•	each unexercised option to purchase shares of our common stock, whether vested or unvested, that is outstanding immediately prior to the effective time, will, as of the effective time, become fully vested and be converted into the right to receive at the effective time an amount in cash equal to the excess (if any) of the $32.50 per share cash merger consideration over the exercise price per share of the option, multiplied by the number of shares subject to the option (such amount, the “option amount”), without interest and less any applicable withholding taxes; and

	•	immediately prior to the effective time, each award of restricted stock will be converted into the right to receive $32.50 per share in cash less any applicable withholding taxes.

Exchange and Payment Procedures

Substantially contemporaneous with the effective time of the merger, Parent will deposit, or will cause to be deposited, cash in an amount sufficient to pay the merger consideration and the amount required by the Merger Agreement to be so deposited with respect to stock options and restricted stock with a bank or trust company (the “paying agent”) reasonably acceptable to us. As soon as reasonably practicable after the effective time of the merger and in any event not later than the third business day after the effective time, the paying agent will mail (i) a letter of transmittal and instructions to each holder of our common stock (other than those seeking appraisal rights) which will tell holders of our common stock how to surrender their common stock certificates in exchange for the merger consideration, and (ii) a check to each holder of options to purchase shares of our common stock or awards of restricted stock for the amount, if any, payable to them in connection with the merger.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

You will not be entitled to receive the merger consideration until you surrender your stock certificate or certificates to the paying agent, together with a duly completed and executed letter of transmittal and any other documents as may reasonably be required by the paying agent. The merger consideration may be paid to a person other than the person in whose name the corresponding certificate is registered if the certificate is properly endorsed or is otherwise in the proper form for transfer. In addition, the person who surrenders such certificate must establish to the reasonable satisfaction of the surviving corporation that any applicable stock transfer taxes have been paid or are not applicable.

No interest will be paid or will accrue on the cash payable upon surrender of the certificates. The paying agent will be entitled to deduct and withhold, and pay to the appropriate taxing authorities, any applicable taxes from the merger consideration and the option consideration. Any sum which is withheld and paid to a taxing authority by the paying agent will be deemed to have been paid to the person with regard to whom it is withheld.

At the effective time of the merger, our stock transfer books will be closed, and there will be no further registration of transfers of outstanding shares of our common stock. If, after the effective time of the merger, certificates for shares issued and outstanding prior to the merger are presented to the surviving corporation or Parent for transfer, they will be canceled and exchanged for the merger consideration.

Any portion of the merger consideration deposited with the paying agent that remains undistributed to the former holders of shares for nine months after the effective time of the merger will be delivered, upon demand, to the surviving corporation. Holders of certificates who have not surrendered their certificates prior to the delivery of such funds to the surviving corporation may only look to the surviving corporation for the payment of the merger consideration. None of RTS, the surviving corporation, Parent, Merger Sub, the paying agent or any other person will be liable to any former holder of shares for any amount of property delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any portion of the merger consideration deposited with the paying agent that remains unclaimed as of a date that is immediately

prior to such time as such amounts would otherwise escheat to or become property of any governmental authority will, to the extent permitted by applicable law, become the property of Parent, free and clear of any claims or interest of any person previously entitled to the merger consideration.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the merger consideration, you will have to make an affidavit of that fact and, if required by the paying agent, post a bond in a customary amount as indemnity against any claim that may be made against it with respect to that certificate.

Representations and Warranties

We make various representations and warranties in the Merger Agreement with respect to RTS, our affiliates or subsidiaries, and, in some cases, certain managed practices in which we provide services pursuant to administrative services agreements (“Managed Practices”). These include representations and warranties regarding:


	•	organization, good standing and qualification to do business;

	•	capitalization, including in particular the number of shares of our common stock, stock options and other equity-based interests;

	•	corporate power and authority to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement;

	•	the approval and recommendation by our board of directors and special committee of the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement;

	•	the absence of violations of or conflicts with governing documents, applicable law or certain agreements as a result of entering into the Merger Agreement and consummating the merger;

	•	the required consents and approvals of governmental entities in connection with the transactions contemplated by the Merger Agreement;

	•	SEC filings since December 31, 2004, including the financial statements contained therein, and compliance of such reports and documents with applicable requirements of federal securities laws and regulations;

	•	internal controls and procedures;

	•	the absence of undisclosed liabilities;

	•	compliance with laws since January 1, 2005;

	•	possession of permits necessary to conduct our business;

	•	health care law and regulatory compliance;

	•	environmental laws and regulations;

	•	employment and labor matters, including matters relating to employee benefit plans;

	•	the absence of certain changes or events since December 31, 2006;

	•	litigation and investigations;

	•	the accuracy of this proxy statement and the related Schedule 13E-3;

	•	tax matters;

	•	labor matters;

	•	intellectual property;

	•	real property;


	•	the receipt by the special committee of a fairness opinion from Morgan Joseph & Co. Inc.

	•	the required vote of our shareholders in connection with the approval of the Merger Agreement;

	•	material contracts to which we are a party;

	•	the absence of undisclosed broker’s fees;

	•	insurance policies;

	•	the inapplicability of anti-takeover statutes to the merger and the other transactions contemplated by the Merger Agreement and the support and voting agreements;

	•	affiliate transactions;

	•	outstanding indebtedness; and

	•	disclosure of material information.

Many of our representations and warranties are qualified by the absence of a material adverse effect on RTS, which means, for purposes of the Merger Agreement, any facts, circumstances, events or changes that are or would reasonably be expected to become materially adverse to the business, properties, assets, results of operation, financial condition or profitability of RTS, its affiliates and the Managed Practices (certain entities in which the Company has entered into services agreements defined in the Merger Agreement as “Managed Practices”), taken as a whole, excluding facts, circumstances, events or changes:


	•	generally affecting the industries in which the Company, its subsidiaries and the Managed Practices operate in the United States or the economy or the financial securities markets in the United States or elsewhere in the world, including political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) provided (and only to the extent) such change, effect, development, event or occurrence does not have a disproportionate impact on us and our affiliates as compared to other persons in the industries in which the Company, our affiliates and the Managed Practices operate in the United States;

	•	to the extent resulting from (i) the announcement or the existence of, or compliance with, the Merger Agreement or the announcement of the merger and the other transactions contemplated by the Merger Agreement, (ii) changes in applicable laws, GAAP or accounting standards, provided (and only to the extent) such change, effect, development, event or occurrence does not have a disproportionate impact on us and our affiliates as compared to other persons in the industries in which the Company, our affiliates and the Managed Practices operate in the United States; or (iii) any actions required under the Merger Agreement to obtain antitrust approval for the transactions contemplated by the Merger Agreement;

In the event that we should fail to meet any expected financial or operating performance targets, the fact of such failure alone shall not constitute a Company material adverse effect; provided that in each case the facts or occurrences giving rise to or contributing to such failure will not be excluded to the extent such facts, circumstances or events would otherwise constitute a material adverse effect.

Certain of our representations and warranties relating to governmental consents and approvals, permits, licenses, compliance and regulatory matters are qualified by the absence of an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its subsidiaries, taken as a whole.

Parent and Merger Sub make various representations and warranties in the Merger Agreement with respect to Parent and Merger Sub. These include representations and warranties regarding:


	•	organization, good standing and qualification to do business;

	•	corporate or other power and authority to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement;


	•	the absence of any violation of or conflict with their governing documents, applicable law or certain agreements as a result of entering into the Merger Agreement and consummating the merger;

	•	the absence of litigation and investigations;

	•	the accuracy of information supplied for inclusion or incorporation by reference in this proxy statement and the related Schedule 13E-3;

	•	financing;

	•	capitalization of Merger Sub;

	•	the absence of undisclosed broker’s fees;

	•	lack of ownership of our common stock;

	•	ownership interest in our competitors;

	•	no additional representations;

	•	solvency; and

	•	agreements with our directors and management.

The representations and warranties of each of the parties to the Merger Agreement will expire upon the effective time of the merger. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed by the parties in connection with negotiating its terms. Moreover, some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosures to shareholders or used for the purpose of allocating risk between the parties to the merger agreement rather than establishing matters of fact. For the foregoing reasons, you should not rely on the representations and warranties contained in the Merger Agreement as statements of factual information.

Conduct of Our Business Pending the Merger

Under the Merger Agreement, RTS has agreed, subject to certain exceptions, that unless required, permitted or expressly contemplated by the Merger Agreement, required by applicable law, Parent gives its written consent (which consent may not be unreasonably withheld, delayed or conditioned), or as set forth in the disclosure schedule, between the date of the Merger Agreement and the effective time of the merger:


	•	the business of RTS and its affiliates will be conducted in, and such entities will not take any action except in, the ordinary course of business; and

	•	RTS will use commercially reasonable efforts to (i) preserve its and its affiliates present business organizations and capital structure (ii) maintain in effect all permits required to carry on their respective businesses, (iii) keep available the services of present officers and key employees, (iv) maintain the current relationships with lenders, suppliers and other persons with which the Company or its affiliates have significant relationships and (v) maintain real property and all improvements, ordinary wear and tear excepted.

RTS has also agreed, on behalf of RTS and its affiliates, that during the same time period, and unless Parent gives its written consent (which consent may not be unreasonably withheld, delayed or conditioned), RTS:


	•	will not, authorize, declare or pay any dividends on, or make any distribution with respect to its outstanding shares of capital stock, except those made by subsidiaries to RTS in the ordinary course of business;

	•	will not, and will not permit any of its affiliates to, split, combine or reclassify any of its capital stock or other equity securities or issue any other securities in respect of, in lieu of or in substitution for


		shares of its capital stock or other equity securities, except for any such transaction by a wholly owned subsidiary of RTS which remains a wholly owned subsidiary after consummation of such transaction;


	•	except as required by existing written agreements or RTS benefit plans, or as otherwise required by applicable law, will not, and will not permit any of its affiliates to:


	•	except in the ordinary course of business, increase or accelerate the compensation or other benefits provided to RTS’s present or former directors, officers or employees;

	•	approve or enter into (and use its reasonable best efforts to cause the Managed Practices not to approve or enter into) any employment, change of control, severance or retention agreement with any non-physician employee of RTS or the Managed Practices, except for (i) employment agreements terminable on less than thirty (30) days notice without penalty or severance obligation or (ii) severance agreements entered into with employees (other than officers) in the ordinary course of business that do not involve payments in excess of $200,000;

	•	approve or enter into (and use its reasonable best efforts to cause the Managed Practices not to approve or enter into) any employment or retention agreement with any physician employee of the Company or the Managed Practices that provides for potential aggregate annual compensation, severance or change of control payments in excess of $750,000; or

	•	establish, adopt, enter into, amend, terminate or waive any rights with respect to any (i) collective bargaining agreement, (ii) any plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers, employees or any of their beneficiaries, except, in the case of clause (ii) only, as would not, individually or in the aggregate, cause the accelerated payment of any compensation or benefits or result in a material increase in cost to RTS, or (iii) any RTS benefit plan;


	•	will not, and will not permit any of its affiliates to, change in any material respects any financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP, SEC rule or policy or applicable law;

	•	will not, and will not permit any of its affiliates to, adopt any amendments to its certificate of incorporation or bylaws or similar applicable charter documents;

	•	except for transactions among RTS and its wholly owned subsidiaries or among RTS’s wholly owned subsidiaries, will not, and will not permit any of its affiliates to, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of its capital stock or other ownership interest in RTS or its affiliates or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable option under any existing stock option plan (except as otherwise provided by the terms of the Merger Agreement or the express terms of any unexercisable options outstanding on the date of the Merger Agreement), other than issuances of shares of RTS common stock in respect of any exercise of RTS stock options in each case outstanding on October 19, 2007;

	•	except for transactions among RTS and its wholly owned subsidiaries or among RTS’s wholly owned subsidiaries, will not, and will not permit any of its affiliates to, directly or indirectly, purchase, redeem or otherwise acquire any shares of its capital stock or any rights, warrants or options to acquire any such shares;

	•	will not, and will not permit any of its affiliates to, incur, assume, guarantee, prepay or otherwise become liable for, modify in any material respect the terms of, any indebtedness for borrowed money


		or become responsible for the obligations of any person, other than in the ordinary course of business consistent with past practice and except for:


	•	any intercompany indebtedness for borrowed money among RTS and its wholly owned subsidiaries or among RTS’s wholly owned subsidiaries;

	•	indebtedness for borrowed money incurred to replace, renew, extend, refinance or refund certain existing indebtedness for borrowed money without increasing the amount of such permitted borrowings or incurring breakage costs and provided that, subject to certain exceptions, any such indebtedness is prepayable without premium or penalty, or with premium or penalty that is no greater than applicable to the replaced indebtedness;

	•	guarantees by RTS of indebtedness for borrowed money of RTS, which indebtedness for borrowed money is incurred in compliance with the Merger Agreement;

	•	indebtedness for borrowed money incurred pursuant to the terms of agreements in effect prior to the date of the Merger Agreement, including amounts available but not borrowed as of the date of the Merger Agreement, to the extent such agreements were disclosed to Parent; and

	•	indebtedness for borrowed money not to exceed $5,000,000 (excluding existing plans for capital expenditures and working capital requirements of the Company for 2007 and the first quarter of 2008 that have been disclosed to Parent) in aggregate principal amount outstanding at any time incurred by RTS and its subsidiaries other than in accordance with the above;


	•	except for transactions among RTS and its wholly owned subsidiaries or among RTS’s wholly owned subsidiaries, will not, and will cause its affiliates not to, sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any lien (except certain permitted liens) or otherwise dispose of (whether by merger, consolidation or acquisition of stock or assets, license or otherwise) any material portion of its or its affiliates’ properties or assets, including the capital stock of affiliates, other than in the ordinary course of business consistent with past practice with an aggregate value not to exceed $1,000,000 and other than (i) pursuant to existing agreements in effect prior to the date of the Merger Agreement, (ii) as may be required by applicable law or any governmental entity in order to permit or facilitate the consummation of the transactions contemplated by the Merger Agreement or (iii) disposition of obsolete equipment in the ordinary course of business consistent with past practices;

	•	will not, and will not permit any of its affiliates to, modify, amend, terminate or waive any rights under any material contract, or any contract that would be a material contract if in effect on the date of the Merger Agreement, in any material respect in a manner which is adverse to RTS;

	•	will not, and will not permit any of its affiliates to, enter into any material contracts other than in the ordinary course of business;

	•	will not, and will not permit any of its affiliates to, enter into, amend, waive or terminate (other than terminations in accordance with their terms) any affiliate transaction (other than continuing any affiliate transactions pursuant to their terms in existence on the date of the Merger Agreement);

	•	will not, and will not permit any of its affiliates to, without prior written consent of Parent and except as required by applicable law, adopt or change any accounting method or accounting period for tax purposes, make any amendment in any tax return or make or change any tax election, settle or compromise any tax liability of RTS or any of its affiliates, agree to any extension of a statute of limitations with respect to the assessment or determination of material taxes of the Company or any of its affiliates, enter into any closing agreement with respect to any tax or surrender any right to a claim of a tax refund;

	•	will not, and will not permit any of its affiliates to, adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of RTS, or any of its affiliates (other than the merger);


	•	will not, and will not permit any of its affiliates to, write up, write down or write off the book value of any assets that are, individually or in the aggregate, material to RTS and its subsidiaries, taken as a whole, other than as may be required by GAAP or applicable law;

	•	will not, and will not permit any of its affiliates to, pay, discharge, waive, settle or satisfy any claim, liability or obligation, other than (i) in the ordinary course of business consistent with past practice, or (ii) any claim, liability or obligation not in excess of $250,000 individually or $750,000 in the aggregate, excluding any amounts that may be paid under the Company’s or its affiliates insurance policies;

	•	will not, and will not permit any of its affiliates to enter into any new line of business or discontinue any line of business;

	•	will not and will not permit any of its affiliates to settle, pay or discharge, any litigation, investigation, arbitration, proceeding or other claims liability or obligation except in the ordinary course not in excess of $250,000 individually or $750,000 in the aggregate, excluding any amounts which may be paid under existing insurance policies;

	•	except in the ordinary course of business and consistent with the Company’s historical practices and except as set forth in the Company plans for 2007 and for the first quarter of 2008, will not and will not permit any of its affiliates to amend, modify, extend, renew or terminate any lease for any leased real property, and will not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; provided, however, that the above exceptions will not apply to any transaction with any affiliates of the Company;

	•	will not take, or fail to take, any action that could reasonably be expected to result in, any loss, lapse, abandonment, invalidity or unenforceability of any material Company intellectual property; or

	•	will not enter into any agreement with any other person that materially limits or restricts the ability of the Company or any of its affiliates to conduct certain activities or use certain assets (including any Company intellectual property);

	•	will not and will not permit any of its affiliates to, authorize, or make any commitment with respect to any capital expenditure in excess of $1,000,000 individually or $3,000,000 in the aggregate (including, without limitation, expenditures for acquisitions of assets or entities, joint ventures and the establishment of de novo centers), except for capital expenditures that are contemplated by the Company’s existing plan for capital expenditures for 2007 and the first quarter of 2008 previously made available to Parent;

	•	will not and will cause its affiliates not to, fail to maintain in full force and effect material insurance policies covering the Company and its affiliates and their respective properties, assets and businesses in a form and amount consistent with past practice;

	•	will not and will not permit any of its affiliates to take any action (including rescinding, amending or modifying any bylaw amendment or previous authorization or approval of the board of directors, special committee or disinterested directors) that would or could reasonably be expected to cause any anti-takeover statute to be or become applicable to the merger and the other transactions contemplated by the Merger Agreement or to the support and voting agreements and the agreements contemplated by the support and voting agreements; or

	•	other than transactions between the Company and its subsidiaries or transactions among the Company’s subsidiaries, will not and will not permit any of its affiliates to make any loan or advances to any other person, except for (i) any loan or advance to any employee of the Company in the ordinary course of business not to exceed $10,000, or (ii) any loan or advance to any other person not to exceed $50,000; or

	•	will not, and will not permit any of its affiliates to acquire (including by merger, consolidation, or acquisition of stock or assets) or make any investment in any interest in any corporation, partnership,


		limited liability company, association, trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization (including, a governmental entity), or any division thereof or any assets thereof, except any such acquisitions or investments that are consistent with past practice and are for consideration that is individually not in excess of $1,500,000, or in the aggregate, not in excess of $5,000,000 for all such acquisitions by the Company and the its subsidiaries and except for such acquisitions or investments that are contemplated by the Company’s existing plan for acquisitions and investments for 2007 and the first quarter of 2008 previously made available to Parent; or


	•	will not, and will not permit any of its affiliates to, agree, or announce an intention, to take any of the foregoing actions.

Shareholders Meeting

The Merger Agreement requires us to duly call, give notice of and hold a meeting of our shareholders to approve the Merger Agreement as promptly as reasonably practicable after the mailing of this proxy statement. Subject to limited circumstances contemplated by the Merger Agreement, our board of directors is required to recommend that our shareholders vote in favor of approval of the Merger Agreement. Notwithstanding, the foregoing, the Company will not be required to hold the Shareholders meeting if, prior to the meeting, the Company receives a superior proposal that was not solicited in violation of the Merger Agreement and the special committee or the board of directors has concluded in good faith, after consultation with legal counsel and the special committee’s financial advisor, that the failure to terminate the Merger Agreement, would be inconsistent with the directors’ exercise of their fiduciary obligations under applicable law, the Company has complied in all material respects with the Merger Agreement and the Company enters into a definitive agreement with respect to the superior proposal.

Solicitation of Transactions; Recommendation to Shareholders

Solicitation of Transactions

From the date of the Merger Agreement and continuing until the earlier of the receipt of the shareholder approval and the termination date, RTS has agreed, subject to certain exceptions, that RTS, its subsidiaries and their respective representatives will not directly or indirectly (i) initiate, solicit or knowingly encourage the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute or may reasonably be expected to lead to, any alternative proposal or engage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, (ii) participate in any way in any negotiations or discussions regarding, or furnish or disclose to any third party any information with respect to, or which could reasonably be expected to lead to, any alternative proposal, (iii) approve or recommend, or publicly propose to approve or recommend any alternative proposal or make a change of recommendation, or (iv) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement or arrangement providing for or relating to or which could reasonably be expected to lead to an alternative proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing.

An “alternative proposal” means any bona fide proposal or offer made by any person or group of persons, other than Parent or its subsidiaries, for:


	•	a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving RTS or any of its subsidiaries whose business constitutes 10% or more of net revenues, net income or assets of RTS and its subsidiaries take as a whole;


	•	the direct or indirect acquisition in a single transaction or series of related transactions by any person of the assets of RTS and its subsidiaries that constitutes 10% or more of the net revenues, net income or assets of RTS and its subsidiaries taken as a whole;

	•	the direct or indirect acquisition in a single transaction or series of related transactions by any person of 10% or more of the outstanding shares of RTS common stock; or

	•	any tender offer or exchange offer that if consummated would result in any person beneficially owning 10% or more of RTS common stock then outstanding.

In addition, subject to the following paragraph, RTS was required to immediately cease and cause to be terminated any ongoing discussions or negotiations with any parties with respect to an alternative proposal.

Notwithstanding the restrictions on solicitation described above, at any time from the date of the Merger Agreement and continuing until the earlier of receipt of shareholder approval with respect to the Merger Agreement and the date of termination of the Merger Agreement, if RTS receives an unsolicited bona fide written alternative proposal:


	•	which (i) constitutes a superior proposal or (ii) which the special committee or the board of directors determines in good faith could reasonably be expected to result in a superior proposal; and

	•	the special committee or the board of directors determines in good faith, after consultation with the special committee’s or RTS’s legal counsel and the special committee’s financial advisor that the failure of the special committee or the board of directors to take the actions set forth below with respect to such alternative proposal would be inconsistent with the directors’ exercise of their fiduciary obligations to RTS’s shareholders under applicable law, then RTS may take the following actions:


	•	furnish non-public information to the third party making such alternative proposal if (i) prior to so furnishing such information, RTS receives from the third party a confidentiality agreement with confidentiality and stand still provisions in form no more favorable to such person than those confidentiality provisions contained in the confidentiality agreement signed by RTS and Vestar Capital Fund, and (ii) all information has previously been made available to Parent or is made available to Parent prior to or concurrently with the time it is provided to such third party; and

	•	engage in discussions or negotiations with such third party with respect to such alternative proposal.

A superior proposal means an alternative proposal (with all percentages in the definition of alternative proposal increased to 50%) on terms that the special committee or the board of directors determines in good faith, after consulting with its financial advisors and legal counsel and considering matters it determines appropriate (including the person making the alternative proposal, timing, ability to finance, legal, fiduciary, financial and regulatory aspects and likelihood of consummation of such proposal, and any alterations to the Merger Agreement), (i) is at least as likely to be consummated in accordance with its terms as the transactions contemplated by the Merger Agreement and (ii) if consummated, would result in a transaction more favorable to the holders of RTS common stock (other than the Rollover Investors).

The Merger Agreement does not prohibit RTS or its board of directors from taking and disclosing to RTS’s shareholders a position with respect to a tender or exchange offer by a third party pursuant to SEC rules or from making any other disclosure required by applicable law.

Recommendation to Shareholders

The Merger Agreement provides that, subject to the exceptions described below, neither the special committee nor the board of directors will:


	•	withdraw or modify, or propose publicly to withdraw or modify in a manner adverse to Parent, the approval or recommendation by the special committee or the board of directors of the Merger Agreement or the transactions contemplated by the Merger Agreement;


	•	approve, adopt or recommend, or propose publicly to approve, adopt or recommend, any alternative proposal;

	•	make any recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer; or

	•	other than in connection with the Merger Agreement and support and voting agreements, and related agreements, exempt any person, agreement or transaction from the restrictions contained in any state takeover or similar laws, including Sections 607.0901 and 607.0902 of the Florida Business Corporation Act.

We refer to each of the foregoing as a “change of recommendation.” In response to the receipt of a superior proposal that was not solicited in violation of the Merger Agreement and that has not been withdrawn or abandoned, the board of directors may, at any time prior to shareholder approval of the Merger Agreement, make a change of recommendation or enter into an agreement regarding a superior proposal if (i) the special committee or the board of directors has concluded in good faith, after consultation with legal counsel and special committee’s financial advisor, that the failure of the special committee or the board of directors to take such action would be inconsistent with the directors’ exercise of their fiduciary obligations under applicable law, (ii) RTS gives five days prior written notice to Parent, and (iii) the board of directors or the special committee cause their representatives to negotiate with Parent and Merger Sub in good faith to make adjustments to the terms of the Merger Agreement so that the alternative proposal ceases to constitute a superior proposal. No change of recommendation may change the approval of the special committee or our board of directors for purposes of causing any state takeover statute or other state law to be inapplicable to the transactions contemplated by the Merger Agreement or the support and voting agreements.

Employee Benefits

Parent has agreed that it will honor all of our benefit plans and compensation arrangements and agreements in accordance with their terms in effect immediately before the effective time. For a period of one year following the completion of the merger, Parent will provide to each employee of RTS as of the effective time and its subsidiaries total compensation and benefits that are substantially comparable in the aggregate to the total compensation and benefits to employees immediately before the effective time (except that Parent is not required to provide equity based compensation, equity-based benefits and nonqualified deferred compensation programs). Parent has the ability to amend or terminate a benefit plan in the event such amendment or termination is necessary to conform with applicable laws.

Subject to certain limitations, for purposes of new employee benefit plans provided to employees after completion of the merger, each of our employees will be credited with his or her years of service with us and our subsidiaries to the same extent as such employee was entitled, before the effective time, to credit for such service under any similar benefit plan in which the employee participated or was eligible to participate before the effective time. Such credit for service will not apply with respect to benefit accrual under any defined benefit pension plan or any equity-based arrangement, or to the extent that such credit would result in any duplication of benefits. In addition, Parent must cause all preexisting condition exclusions and actively-at-work requirements of each new employee benefit plan providing medical, dental, pharmaceutical and/or vision benefits to be waived for such employees and their covered dependents, unless such conditions would not have been waived under the comparable prior plan of RTS or its subsidiaries in which such employee participated immediately prior to the effective time. Parent also must cause any eligible expenses incurred by an employee and his or her covered dependents during the portion of the plan year of the prior plan of RTS ending on the date such employee’s participation in the corresponding new employee benefit plan begins to be taken into account under such new employee benefit plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employees and their covered dependents for the applicable plan year.

Indemnification of Directors and Officers; Insurance

Parent has agreed that it will not, and it will cause the surviving corporation not to, alter or impair any exculpatory or indemnification provisions now existing in favor of our and our subsidiaries’ current or former directors or officers as provided in the articles of incorporation or bylaws of the surviving corporation or as evidenced by indemnification agreements with us. Furthermore, Parent has agreed that the surviving corporation will, as permitted by law, comply with all of our and our subsidiaries’ obligations to indemnify (i) current and former officers and directors with respect to any claims arising out of acts or omissions occurring on or before the effective time, as provided in their respective organizational documents or in any agreements in effect on the date of the Merger Agreement, and (ii) such persons against any claims arising out of acts or omissions in connection with their service as officers, directors or other fiduciaries in any entity if such service was at the request of or for the benefit of us or our subsidiaries. This obligation will survive the merger and will continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions.

For a period of six years after the effective time, the surviving corporation must cause to be maintained in effect the current policies of directors’ and officers’ liability insurance, employment practice insurance and fiduciary liability insurance maintained by us or our subsidiaries with respect to matters arising on or before the effective time; provided that the surviving corporation is not required to pay annual premiums in excess of 300% of the last annual premium paid by us prior to the date of the Merger Agreement, but in such case the surviving corporation must purchase as much coverage as can be obtained for such amount. The obligations described above will survive the merger and are in addition to other rights of the indemnified party.

Agreement to Use Commercially Reasonable Efforts

Subject to the terms and conditions of the Merger Agreement, each of the parties has agreed to use its commercially reasonable efforts to complete the merger, including obtaining all necessary approvals and consents from governmental entities or third parties, defending any lawsuit challenging the merger, and executing and delivering any additional instruments necessary to consummate the merger. However, we are not required to pay and cannot (without prior written consent of Parent) pay any material fee, penalty, or other consideration to any landlord or other third party to obtain any consent or approval required for the completion of the merger.

Additionally, subject to the terms and conditions of the Merger Agreement, RTS and Parent will (i) make their respective filings under the Hart-Scott-Rodino Act within 15 business days of the date of the Merger Agreement; (ii) use commercially reasonable efforts to cooperate in determining whether filings or consents are necessary to complete the merger and timely make such filings or seek such consents; (iii) promptly inform the other party upon receipt of any material communication from a governmental entity; and (iv) keep each other apprised of the status of matters relating to the merger.

Each of RTS and Parent have also agreed not to participate in any substantive discussion with a governmental entity in connection with the proposed transactions unless it notifies the other party and gives the other party the opportunity to participate in such discussion to the extent permitted by the governmental entity. Neither RTS nor Parent is permitted to extend any waiting period under the Hart-Scott-Rodino Act or enter into an agreement with a governmental entity relating to the merger without the prior written consent of the other party.

If any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted or threatened to be instituted challenging the merger as violative of any antitrust, competition or trade regulation law, each of RTS and Parent will cooperate in all respects with each other and will use their commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by the Merger Agreement.

Financing Commitments; Cooperation of RTS

Parent and Merger Sub will use their commercially reasonable efforts to obtain the equity and debt financing necessary to consummate the merger, on the terms and conditions described in the equity commitment letter and debt commitment letter pursuant to which certain lenders have committed to provide the financing, including using their commercially reasonable efforts to:


	•	negotiate definitive agreements with respect thereto on the terms and conditions contained in the financing commitments;

	•	satisfy on a timely basis all conditions to obtaining the financing applicable to Parent and Merger Sub set forth in such definitive agreements that are within its control; and

	•	comply with their obligations and enforce their rights under the executed debt commitment letter.

Parent shall give us prompt notice upon becoming aware of any material breach by any party of any of the financing commitments or any termination of the financing commitments. Parent must keep us reasonably informed of the status of its efforts to arrange the debt financing and must not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the debt commitment letter, except as expressly permitted under the Merger Agreement. Parent must notify us immediately in the event that Parent becomes aware of any circumstance that makes procurement of any portion of the financing unlikely to occur in the manner or from the sources contemplated in the financing commitments, and Parent and Merger Sub must use their respective commercially reasonable efforts to arrange any such portion from alternative sources on terms and conditions, taken as a whole, no less favorable to Parent or Merger Sub.

We have agreed to use commercially reasonable efforts to, and have agreed to cause our affiliates to provide such reasonable cooperation as may be reasonably requested by Parent in connection with obtaining the financing contemplated by the debt commitment letter, including to:


	•	participate in a reasonable number of meetings, presentations, “road shows”, drafting and due diligence sessions, and sessions with rating agencies;

	•	assist with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents required in connection with the financing contemplated by the financing commitments; provided that any private placement memoranda or prospectuses shall contain disclosure and financial statements reflecting the surviving corporation and/or its affiliates as the obligor;

	•	use commercially reasonable efforts to cause our independent accountants to provide assistance and cooperation to Parent (including participating in a reasonable number of drafting sessions and due diligence sessions);

	•	execute and deliver any pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other certificates, legal opinions and documents as may be reasonably requested by Parent (including certificates of the chief financial officer or any of the Company’s affiliates with respect to financing matters) or otherwise facilitating the pledging of collateral as may be reasonably requested by Parent; provided that any obligations contained in such documents shall be effective no earlier than as of the effective time,

	•	furnish Parent and Merger Sub and their financing sources as promptly as practicable with such financial and other pertinent information as may be reasonably requested by Parent, including all financial statements and financial data of the type and form, and for the periods, customarily included in private placements under Rule 144A of the Securities Act to consummate the offering debt securities contemplated by the debt commitment letter;

	•	obtain accountants’ comfort letters, accountants’ consents, legal opinions, surveys and title insurance as reasonably requested by Parent.


	•	take all actions reasonably necessary to (i) permit the lenders under the debt commitment letter to evaluate the Company’s and its affiliates’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, and (ii) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, provided that such accounts, agreements and arrangements will not become active or take effect until the effective time;

	•	enter into one or more credit or other agreements on terms reasonably satisfactory to Parent in connection with the financing contemplated by the debt commitment letter; provided that neither the Company nor any of its affiliates shall be required to enter into any agreement that is not contingent upon the closing (including the entry into any purchase agreement); and

	•	take all corporate actions, subject to the occurrence of the effective time, reasonably requested by Parent to permit the consummation of the financing contemplated by the debt commitment letter and the direct borrowing or incurrence of all of the proceeds of the financing contemplated by the debt commitment letter.

We will not be required to pay any commitment or similar fee or incur any other liability in connection with the financing contemplated by the financing commitments prior to the effective time, and Parent and Merger Sub will indemnify and hold us harmless from and against any liability that we suffer or incur in connection with the arrangement of the financing contemplated by the financing commitments and any information utilized in connection with the financing.

Conditions to the Merger

The respective obligations of the parties to effect the merger are subject to the satisfaction (or waiver by all parties) at or prior to the effective time of the following conditions:


	•	the approval of the Merger Agreement by our shareholders;

	•	no law, judgment, injunction, order or decree by any court or other tribunal of competent jurisdiction which prohibits the consummation of the merger has been entered and is in effect;

	•	the expiration or termination of any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Act; and

	•	any other approvals required for the consummation, as of the effective time, of the merger, other than approvals consents or waivers the failure to obtain which would not (i) reasonably be expected, individually or in the aggregate, to have an adverse effect equal to or greater than 2.5% of our revenues, EBITDA or assets taken as a whole, or (ii) give rise to a violation of criminal law.

Our obligation to effect the merger is further subject to the fulfillment of the following conditions:


	•	the representations and warranties of Parent and Merger Sub must be true and correct in all respects as of the date of the Merger Agreement and as of the closing date, disregarding for these purposes any materiality or Parent material adverse effect qualifications, except for such failures to be true and correct as would not have, individually or in the aggregate, a Parent material adverse effect; provided that representations or warranties that are made as of a particular date or period need be true and correct only as of that date or period;

	•	Parent must have in all material respects performed all obligations and complied with all the agreements required by the Merger Agreement to be performed or complied with by it prior to the effective time;

	•	Parent must have delivered to us a certificate with respect to the satisfaction of the conditions relating to its representations and warranties and obligations; and


	•	substantially contemporaneous with the effective time of the merger, Parent must have caused to be deposited with the paying agent cash in an aggregate amount sufficient to pay the merger consideration and other amounts payable pursuant to the Merger Agreement.

The obligation of Parent to effect the merger is further subject to the fulfillment of the following conditions:


	•	(i) our representations and warranties (other than our representations and warranties concerning our capitalization, the corporate authority to enter into and consummate the transactions contemplated by Merger Agreement, the validity and binding effect of the Merger Agreement, the Merger being fair and in the best interest of our shareholders, submission of the Merger Agreement to shareholders for approval and recommend the shareholders approve the Merger Agreement, the “Unqualified Representation”) must be true and correct in all respects as of the date of the Merger Agreement and as of the closing date, disregarding for these purposes any materiality or Company material adverse effect qualifications therein, except for such failures to be true and correct as would not have, individually or in the aggregate, a Company material adverse effect, (ii) the Unqualified Representations must be true and correct in all respects at and as of the date of the Merger Agreement and as of the closing date; provided that, with respect to (i) and (ii) above, representations and warranties that are made as of a particular date or period must be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period;

	•	we must have in all material respects performed all obligations and complied with all the agreements required by the Merger Agreement to be performed or complied with by us prior to the effective time;

	•	we have delivered to Parent certificates (i) with respect to the satisfaction of the conditions relating to our representations and warranties and obligations and (ii) in form and substance reasonably satisfactory to Parent regarding any facts that would exempt the transactions contemplated by the Merger Agreement from withholding under Section 1445 of the Internal Revenue Code;

	•	since the date of the Merger Agreement, no change, circumstance or effect shall have occurred that has or would reasonably be expected to have a Company material adverse effect;

	•	the aggregate amount of dissenting shares will be less than 5% of the total outstanding shares immediately prior to the effective time; and

	•	certain required third party consents will have been obtained as of the effective time; and

	•	our representation and warranty regarding disclosure of material information must be true and correct in all respects as of the date of the Merger agreement and as of the closing date.

Neither RTS nor Parent may rely, either as a basis for not consummating the merger or for terminating the Merger Agreement and abandoning the merger, on the failure of any condition to be satisfied if such failure was caused by such party’s breach of any provision of the Merger Agreement or failure to use its commercially reasonable efforts to consummate the merger and the other transactions contemplated by the Merger Agreement.

Termination

The Merger Agreement may be terminated and abandoned at any time prior to the effective time of the merger, whether before or after shareholder approval has been obtained (unless specified otherwise), as follows:


	•	by the mutual written consent of RTS and Parent;

	•	by either RTS or Parent if:


	•	the merger has not been consummated on or before April 21, 2008; provided that the failure to consummate the merger on or before such date cannot be the result of or caused by the failure, by the party seeking to terminate the merger, to perform any of its covenants or agreements in the


		Merger Agreement; provided, however, that if the marketing period has commenced, but not ended, on or before April 21, 2008, the April 21, 2008 date for consummation of the merger shall automatically be extended through the earlier of (i) the final day of the marketing period or (ii) the tenth business day after April 21, 2008; provided, further, that if Parent shall not have obtained the financing by April 21, 2008 (as such date may be extended pursuant to the clause above) and the mutual conditions and conditions to the obligation of Parent to close are satisfied, notwithstanding the satisfaction of such conditions, Parent will have the right to terminate the Merger Agreement, based on the failure to consummate the merger by April 21, 2008 (or as such date may be extended pursuant to the clauses above), but only if Holdings pays the Parent termination fee to us (and such termination shall not constitute a breach of Parent’s obligation to close);


	•	an injunction, order, decree or ruling has been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such injunction has become final and non-appealable; provided that the party seeking to terminate must have used its commercially reasonable efforts to remove such injunction, order, decree or ruling; provided further, that this right shall not be available to a party if the issuance of such final non-appealable order, decree or ruling or the failure to remove such order decree or ruling was primarily due to the failure of such party to perform its obligations under the Merger Agreement; or

	•	the company meeting (including any adjournments thereof) is concluded and the shareholder approval contemplated by the Merger Agreement was not obtained.


	•	by RTS if:


	•	Parent breaches or fails to perform in any material respect any of its representations, warranties or agreements contained in the Merger Agreement, which breach or failure to perform would result in a failure of conditions to the obligations of the Company to close the merger relating to representations, warranties, or agreements of Parent, which cannot be cured by April 21, 2008; provided that RTS is not then in material breach of the Merger Agreement;

	•	prior to obtaining shareholder approval, (i) the special committee or the board of directors has concluded in good faith, after consultation with legal counsel and the special committee’s financial advisor, that, in light of a superior proposal, failure to terminate the Merger Agreement would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s shareholders (other than the Rollover Investors) under applicable law, (ii) the Company has complied in all material respects with the requirements regarding non-solicitation of alternative proposals and a change of recommendation, and (iii) concurrent with such termination, the Company enters into a definitive agreement with respect to such superior proposal; or

	•	Parent does not give effect to a closing within five business days after notice by RTS to Parent that the mutual conditions and the conditions to Parent closing the merger are satisfied and Parent fails to effect the Merger within three business days following the final day of the marketing period; provided, that at the time of such notice and at the time of such termination, the mutual conditions and the conditions to Parent closing the merger shall in fact be and shall remain satisfied; provided, further, that RTS will have no right to terminate the Merger Agreement if at the time of such termination, there exists a breach of any representation, warranty or covenant by RTS that would result in a failure to satisfy the closing conditions regarding RTS’s representation and warranties and performance of its obligations and agreements required by the Merger Agreement.

by Parent if:


	•	RTS, or any of its subsidiaries or representatives has failed to comply in any material respects with the requirements regarding non-solicitation of alternative proposals or a change of recommendation with respect to the Merger Agreement or the board of directors or special committee shall have resolved to do so;


	•	RTS has breached or failed to perform in any material respect any of its representations, warranties or agreements contained in the Merger Agreement, which breach or failure to perform would result in a failure of a condition to the obligation of Parent to close the merger and it cannot be cured by April 21, 2008; provided that Parent is not then in material breach of the Merger Agreement; or

	•	the RTS board of directors has effected a change of recommendation with respect to the Merger Agreement or RTS has failed to include in its proxy statement the board of directors recommendation that RTS’s shareholders approve the Merger Agreement and the transactions contemplated by the Merger Agreement.

In the event of termination of the Merger Agreement based on the foregoing provisions, the Merger Agreement will terminate (except for the confidentiality agreement, the provisions concerning payment of termination fees and certain miscellaneous provisions), and there will be no other liability on the part of us or Parent to the other except for any liability arising out of fraud or an intentional breach of the Merger Agreement or as provided for in the confidentiality agreement, or any liability for termination fees, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity and may seek to prove additional damages, in each case subject to the limitations set forth in the Merger Agreement.

Termination Fees and Expenses

Payable by RTS

Under the Merger Agreement, we are required to pay to Holdings a $25,000,000 termination fee in cash if the Merger Agreement is terminated as follows:


	•	if (i) prior to the termination of the Merger Agreement, any alternative proposal (substituting 50% for the 10% threshold set forth in the definition of alternative proposal) which could or could reasonably be expected to result in a transaction as favorable or more favorable to shareholders (other than the Rollover Investors) than the transaction provided in the Merger Agreement at such time as the bona fide intention of any person to make an alternative proposal is publicly proposed or publicly disclosed or otherwise made known to us prior to the time of such termination; (ii) the Merger Agreement is terminated (A) by Parent or RTS if the effective time has not occurred by April 21, 2008 or because shareholder approval was not obtained at the special meeting, or (B) the Merger Agreement is terminated by Parent because RTS, or any of its subsidiaries or representatives has failed to comply in any material respects with the requirements regarding non-solicitation of alternative proposals and a change of recommendation with respect to the Merger Agreement or the board of directors or special committee shall have resolved to do so, or RTS has breached or failed to perform any material agreements that would result in the failure of a closing condition and could not be cured by April 21, 2008; and (iii) concurrently with or within nine months after such termination, any definitive agreement providing for an alternative acquisition transaction has been entered into; provided that we will not be required to pay a termination fee if Holdings has previously paid a termination fee to us in connection with a failure to close the merger by April 21, 2008;

	•	if prior to obtaining shareholder approval, we terminate the Merger Agreement because the board of directors or special committee concludes it must withdraw or change its recommendation of the Merger Agreement in light of a superior proposal, in accordance with its fiduciary obligations under law, and concurrently with such termination we enter into a definitive agreement with respect to such superior proposal; or

	•	if Parent terminates the Merger Agreement because RTS’s board of directors shall have effected a change of recommendation with respect to the Merger Agreement or RTS fails to include in its proxy statement the board of directors recommendation that RTS’s shareholders approve the Merger Agreement and the transactions contemplated by the Merger Agreement.

Under the Merger Agreement, we are required to reimburse Holdings for the documented out-of-pocket fees and expenses reasonably incurred by Parent and Merger Sub in connection with the Merger Agreement (not to exceed $3,000,000 in cash), if the Merger Agreement is terminated as follows:


	•	if Parent terminates the Merger Agreement because (x) RTS, or any of its subsidiaries or representatives has failed to comply in any material respects with the requirements regarding non-solicitation of alternative proposals and a change of recommendation with respect to the Merger Agreement or the board of directors or special committee shall have resolved to do so or (y) RTS has breached or failed to perform any material agreements that would result in the failure of a closing condition or could not be cured by April 21, 2008;

	•	if Parent terminates the Merger Agreement because RTS’s board of directors shall have effected a change of recommendation with respect to the Merger Agreement or RTS fails to include in its proxy statement the board of directors recommendation that RTS’s shareholders approve the Merger Agreement and the transactions contemplated by the Merger Agreement;

	•	if prior to obtaining shareholder approval we terminate the Merger Agreement because the board of directors or special committee concludes it must withdraw or change its recommendation of the Merger Agreement in light of a superior proposal, in accordance with its fiduciary obligations under law, and concurrently with such termination we enter into a definitive agreement with respect to such superior proposal; or

	•	if either we or Parent terminate the Merger Agreement because after the special meeting (including any adjournments or postponements thereof) RTS’s shareholders have not approved the Merger Agreement.

Upon payment of the termination fee or expense reimbursement amounts, as applicable, we will have no further liability with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement to Parent or its shareholders except for liability arising out of fraud or intentional breach of the Merger Agreement. In no event will we be required to pay the termination fee or expense reimbursement fees on more than one occasion.

Payable by Holdings

Under the Merger Agreement, Holdings is required to pay us a $25,000,000 termination fee in cash, and reimburse us for our documented out-of-pocket fees and expenses reasonably incurred in connection with the Merger Agreement (not to exceed $3,000,000 in cash), if the Merger Agreement is terminated as follows:


	•	if either we or Parent terminate the Merger Agreement because the mutual conditions to closing of the merger and the conditions to Parent closing the merger would have been satisfied had the closing been scheduled on April 21, 2008 (as such date may be extended by the Marketing Period) and the merger has not occurred on or before such date;

	•	if we terminate because Parent breaches or fails to perform in any material respect any of its representations, warranties or agreements contained in the Merger Agreement, which breach or failure to perform would result in a failure of a condition to our closing of the merger which cannot be cured by April 21, 2008; provided that RTS is not then in material breach of the Merger Agreement;

	•	if we terminate because Parent does not give effect to the closing of the merger within five business days after we notify Parent that the mutual conditions to closing and Parent’s conditions to closing of the merger have been satisfied and Parent fails to effect the merger within three business days following the final day of the Marketing Period, and we are not in breach of any of our representations, warranties or covenants.

We have agreed that (other than in the case of an intentional breach of the Merger Agreement or fraud) our right to receive payment of a termination fee and expense reimbursement fees from Parent pursuant to the terms of the Merger Agreement will be the sole and exclusive remedy available to us, our affiliates and our subsidiaries against Parent, Merger Sub and any of their respective former, current, and future direct or indirect equity holders, controlling persons, general or limited partners, shareholders, managers, members,

directors, officers, affiliates, employees, agents or assignees in the event that we have incurred any losses or damages, or suffered any harm, if Parent and Merger Sub fail to effect the closing or otherwise are in breach of the Merger Agreement and upon payment of the termination fee and expense reimbursement fees, none of Parent, Merger Sub, or any of their respective former, current, or future general or limited partners, shareholders, managers, members, directors, officers, affiliates, controlling persons, employees, agents or assignees will have any further monetary liability or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement under any theory for any reason (except for fraud or an intentional breach of the Merger Agreement). In the case of fraud or any intentional breach of the Merger Agreement, we shall be entitled to all rights and remedies available at law or in equity solely with respect to the recovery of monetary damages, provided that in no event shall we seek to prove or recover damages that, together with any Parent termination fee and Parent reimbursement received by us, exceed $40,000,000.

The Company and Parent agreed that in the event either party takes or fails to take any action or to perform any of its obligations under the Merger Agreement or any related document based on a good faith determination, with a reasonable basis, that such action, inaction or non-performance is consistent with the terms of the Merger Agreement or other related document, and it is ultimately determined that such action, inaction or non-performance was not consistent with the terms of the Merger Agreement or of such other related document, then the resulting breach by such party shall not constitute an intentional breach or fraud for purposes of the Merger Agreement.

Amendment and Waiver

Any provision of the Merger Agreement may be amended or waived at any time prior to the closing date of the merger, whether before or after the approval of the Merger Agreement by our shareholders, if such amendment or waiver is in writing and signed, in the case of an amendment by RTS, Parent and Merger Sub, or in the case of a waiver, by the party against whom the waiver is effective. However, after the Merger Agreement has been approved by our shareholders, there will be no amendment or waiver that by law would require the further approval of our shareholders without such approval having been obtained.

Specific Performance

Parent and Merger Sub are entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. We are not entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

APPRAISAL RIGHTS

The discussion of the provisions set forth below is not a complete summary regarding your appraisal rights under Florida law and is qualified in its entirety by reference to Sections 607.1301 through 607.1333 of the Florida Business Corporation Act (“FBCA”), which are reproduced in full in Annex C attached to this proxy statement. We urge each shareholder to carefully review Annex C if it wishes to assert appraisal rights with respect to the merger and, if such shareholder deems appropriate, consult their legal advisor. Failure to comply fully with the statutory procedures in Annex C could result in a loss, termination or waiver of appraisal rights.

We have concluded that our shareholders are entitled to assert appraisal rights under the FBCA in the event of the consummation of the merger. If the merger is consummated, holders of our common stock asserting appraisal rights who follow the procedures specified in Sections 607.1301 through 607.1333 of the FBCA within the required time periods will be entitled to obtain payment in cash of the fair value of their shares of our common stock as determined pursuant to such Sections of the FBCA in lieu of the consideration that such shareholders would otherwise be entitled to receive pursuant to the Merger Agreement.

The following is a brief summary of Sections 607.1301 through 607.1333 of the FBCA, which set forth the procedures for asserting and perfecting statutory appraisal rights. Failure to follow the procedures set forth in Sections 607.1301 through 607.1333 of the FBCA precisely could result in the loss, termination or waiver of appraisal rights. This proxy statement constitutes notice to holders of our common stock concerning the availability of appraisal rights under Section 607.1320 of the FBCA. A shareholder of record wishing to assert appraisal rights must hold the shares of stock on the date of making a demand for appraisal rights with respect to such shares and must continuously hold such shares through the effective time of the merger.

Shareholders who desire to exercise their appraisal rights must:


	•	deliver to us, before the shareholders vote on the approval of the Merger Agreement is taken at the special meeting, written notice of intent to demand payment if the merger is effectuated; and

	•	not vote, or cause or permit to be voted, any of their shares of our common stock “FOR” the approval of the Merger Agreement.

The written notice of intent to demand payment must be in addition and separate from any proxy or vote. Any proxy or vote against the approval of the Merger Agreement will not alone constitute a written notice of intent to demand payment of the fair value of shares pursuant to Sections 607.1301 through 607.1333 of the FBCA. Further, if the shareholder signs, dates and mails the proxy card without indication how it wishes to vote such shareholder’s proxy will be voted “FOR” approval of the Merger Agreement in accordance with the recommendation of the board of directors and such shareholder would thereby lose the right to assert appraisal rights.

A written notice of intent to demand payment of the fair value of shares must be executed by or for the shareholder of record, fully and correctly, as such shareholder’s name appears on the share certificate. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the written notice must be executed by or for the fiduciary. If the shares are owned by or for more than one person, as in a joint tenancy or tenancy in common, the written notice must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the written notice for a shareholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in delivering the written notice, he is acting as agent for the record owner or owners. A person having a beneficial interest in our common stock held of record in the name of another person, such as a broker or nominee, may assert appraisal rights as to shares held on behalf of the shareholder only if such shareholder submits to us the record shareholder’s written consent to the assertion of such rights in a timely manner to perfect whatever appraisal rights the beneficial owner may have.

A shareholder who desires to deliver to us a written notice of intent to demand payment of the fair value of shares pursuant to Sections 607.1301 through 607.1333 of the FBCA should mail or deliver the required written notice to us at our address at 2234 Colonial Boulevard, Ft. Myers, Florida 33907, Attention: Chief

Financial Officer. The written notice should specify the shareholder’s name and mailing address, and that the shareholder is asserting appraisal rights and demanding payment of the fair value of his shares of our common stock pursuant to Sections 607.1301 through 607.1333 of the FBCA. Within ten days after the effective time of the merger, we must provide a written appraisal notice and form to all record shareholders who have timely complied with the written notice requirement of Section 607.1321 of the FBCA and have not voted, or caused or permitted to be voted, any of their shares of our common stock for the approval of the Merger Agreement. The written appraisal notice must be accompanied by certain financial statements of RTS for the fiscal year ended not more than 15 months prior to the appraisal notice and the latest available interim financial statements, if any, and a copy of Sections 607.1301 through 607.1333 of the FBCA. The form accompanying the appraisal notice will require the shareholder to state: the shareholder’s name and address; the number, classes, and series of shares as to which the shareholder asserts appraisal rights; that the shareholder did not vote for the transaction; whether the shareholder accepts our offer to pay our estimate of fair value of such shareholder’s shares as stated in the appraisal notice; and if our offer is not accepted, the shareholder’s estimated fair value of the shares and a demand for payment of the shareholder’s estimated value plus interest.

Our written appraisal notice will state:


	•	where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the form must be received by us as described below;

	•	a date by which we must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the appraisal notice and form are sent, and that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by us by such specified date;

	•	our estimate of the fair value of the shares and an offer to each shareholder who is entitled to appraisal rights to be paid our estimate of fair value;

	•	that, if requested in writing, we will provide to the shareholder so requesting, within ten days after the date the form must be received by us, the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and

	•	the date by which the notice to withdraw under Section 607.1323 of the FBCA must be received, which date must be within 20 days after the date the form must be received by us.

If a shareholder who wishes to exercise appraisal rights does not execute and return the form accompanying the appraisal notice to us (and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of, and by the date specified in, the appraisal notice) as described above, such shareholder will not be entitled to receive payment of the fair value of his shares pursuant to Sections 607.1301 through 607.1333 of the FBCA. Once a shareholder returns the executed appraisal form with his stock certificates, that shareholder loses all rights as a holder of RTS common stock unless he withdraws from the appraisal process pursuant to Section 607.1323 of the FBCA. A shareholder who has duly executed and returned the appraisal form to us with his stock certificates may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process pursuant to Section 607.1323 of the FBCA by so notifying us in writing by the date set forth in the appraisal notice as the due date for notices of withdrawal. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without our written consent.

If the shareholder states on the appraisal form that he accepts our offer to pay our estimated fair value for his shares of our common stock, we will make such payment to the shareholder within 90 days after we receive the duly executed appraisal form from the shareholder. Upon payment of the agreed value, the shareholder will cease to have any interest in the shares.

A shareholder who is dissatisfied with our offer as set forth in the appraisal notice must notify us on the appraisal form of that shareholder’s estimate of the fair value of his shares of our common stock and demand payment of that estimate plus interest. A shareholder who fails to notify us in writing of his demand to be

paid his stated estimate of the fair value plus interest within the timeframe stated in the appraisal notice will have waived his right to demand payment and will be entitled only to the payment offered by us.

If a shareholder makes demand for payment as described in the immediately preceding paragraph which remains unsettled and we do not commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest, any shareholder who has made such a demand for payment may commence such a proceeding in the name of RTS. All shareholders whose demands remain unsettled will be made parties to the proceeding and we must serve a copy of the initial pleading upon each shareholder party. Each shareholder made a party to the proceeding is entitled to judgment for the amount of the fair value of such shareholder’s shares, plus interest, as found by the court.

Shareholders considering asserting appraisal rights should note that the fair value of their shares determined under Sections 607.1301 through 607.1333 of the FBCA could be more, the same or less than the consideration they would receive pursuant to the Merger Agreement if they did not assert appraisal rights. The court in an appraisal proceeding will determine all costs of the proceeding, including the compensation and expenses of appraisers appointed by the court. The court additionally will assess the costs against us, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously or not in good faith. The court in an appraisal proceeding may also assess the expenses of counsel and experts for the respective parties , in amounts the court finds equitable: (i) against us and in favor of any or all shareholders demanding appraisal if the court finds that we did not substantially comply with Sections 607.1320 and 607.1322 of the FBCA, or (ii) against either us or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith. The exchange of shares for cash pursuant to the exercise of appraisal rights generally will be a taxable transaction for United States federal income tax purposes and possibly state, local and foreign income tax purposes as well. See “Special Factors — Material United States Federal Income Tax Consequences of the Merger” on page 56.

Any shareholder who has duly demanded appraisal in compliance with Sections 607.1301 through 607.1333 of the FBCA will not, after the effective time of the merger, be entitled to vote for any purpose the shares subject to demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to shareholders of record at a date prior to the effective time of the merger.

Failure by any shareholder to comply fully with the procedures of Sections 607.1301 through 607.1333 of the FBCA (as reproduced in Annex C to this proxy statement) may result in loss, termination or waiver of such shareholder’s appraisal rights. In view of the complexity of Sections 607.1301 through 607.1333 of the FBCA, our shareholders who may desire to assert appraisal rights should, if they deem appropriate, consult their legal advisors.

SUMMARY FINANCIAL INFORMATION

Selected Historical Financial Information

Set forth below is certain selected historical consolidated financial data relating to RTS. The financial data has been derived from the audited consolidated financial statements filed and the related notes filed as part of our Annual Report on Form 10-K for the year ended December 31, 2006 and the unaudited condensed consolidated financial statements and the related notes filed as part of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. This financial data should be read in conjunction with the financial statements and the related notes and other financial information contained in that Form 10-K and Form 10-Q, incorporated by reference into this proxy statement. More comprehensive financial information, including management’s discussion and analysis of financial condition and results of operations, and in other documents filed by RTS with the SEC, and the following summary is qualified in its entirety by reference to such other documents and all of the financial information and notes contained in those documents. See “Where You Can Find More Information” beginning on page 99.

The historical results presented below are not necessarily indicative of the results to be expected for any future period.


													Nine Months
	Year Ended December 31,												Ended September 30,
	2002		2003			2004		2005		2006			2006			2007
	(Dollars in thousands, except per share amounts):

Consolidated Statements of Income Data:
Revenues:
Net patient service revenue	$	106,252	$	131,147		$	163,719	$	217,590	$	284,067		$	208,242		$	282,571
Other revenue		4,868		7,533			7,654		9,660		9,915			7,812			6,922

Total Revenues		111,120		138,680			171,373		227,250		293,982			216,054			289,493
Expenses:
Salaries and benefits		57,248		72,146			87,059		116,300		147,697			107,505			148,780
Medical Supplies		2,312		2,226			3,608		5,678		7,569			5,736			9,036
Facility rent expenses		3,744		4,656			5,347		7,720		9,432			6,824			9,814
Other operating expenses		7,194		8,690			7,561		9,748		12,761			9,227			13,164
General and administrative expenses		10,475		16,400			19,671		23,538		30,209			22,341			30,548
Depreciation and amortization		4,283		5,202			6,860		10,837		16,967			12,136			17,576
Provision for doubtful accounts		3,365		3,375			5,852		6,792		9,425			7,198			8,215
Interest expense, net		2,615		2,053			3,435		5,290		10,036			6,751			12,085
Impairment loss		—		284			—		1,226		—			—			—

Total Expenses		91,236		115,032			139,393		187,129		244,096			177,718			249,218
Income before minority interests		19,884		23,648			31,980		40,121		49,886			38,336			40,275
Minority interests in net losses (earnings) of consolidated entities		23		(7	)		55		480		(580	)		(744	)		(1,005	)

Income before cumulative effect of change in accounting principle and income taxes		19,907		23,641			32,035		40,601		49,306			37,592			39,270


												Nine Months
	Year Ended December 31,											Ended September 30,
	2002			2003		2004		2005		2006		2006		2007
	(Dollars in thousands, except per share amounts):

Cumulative effect of change in accounting principle		(963	)		—		—		—		—		—		—
Income before income taxes		18,944			23,641		32,035		40,601		49,306		37,592		39,270
Income tax expense		—			—		22,847		15,631		18,983		14,473		15,119

Net income	$	18,944		$	23,641	$	9,188	$	24,970	$	30,323	$	23,119	$	24,151

Earnings per common share
Basic	$	1.14		$	1.39	$	0.45	$	1.10	$	1.31	$	1.00	$	1.03

Diluted	$	1.04		$	1.28	$	0.44	$	1.05	$	1.26	$	0.97	$	1.00

Pro forma income data:
Income before provision for income taxes, as reported	$	18,944		$	23,641	$	32,035

Pro forma provision for income taxes(1)		7,966			9,456		12,814

Pro forma net income	$	10,978		$	14,185	$	19,221

Pro forma earnings per common shares(1)
Basic	$	0.66		$	0.84	$	0.95

Diluted	$	0.60		$	0.77	$	0.91

Weighted average common shares outstanding
Basic		16,653,542			16,974,471		20,292,117		22,725,819		23,137,966		23,100,425		23,489,012

Diluted		18,265,182			18,470,880		21,031,968		23,703,653		23,993,341		23,957,564		24,171,960

Consolidated Balance Sheet Data:
Cash and cash equivalents	$	4,294		$	2,606	$	5,019	$	8,980	$	15,413	$	12,672	$	12,409
Total Assets		102,783			128,036		168,177		263,345		399,094		327,139		533,454
Total debt		51,342			59,811		66,103		123,463		205,244		150,426		299,767
Total shareholders’ equity		37,208			49,578		66,321		95,383		134,808		123,876		163,399


(1)		Reflects combined federal and state income taxes on a pro forma basis, as if we had been taxed as a C Corporation. See the consolidated statements of income and comprehensive income and note 18 “Pro forma disclosure” of the notes to the consolidated financial statements.

Net Book Value Per Share of RTS Common Stock

The net book value per diluted share of RTS common stock as of September 30, 2007 was $6.76. This number was computed by dividing Shareholders’ equity at the end of such period by the weighted average number of shares of common stock plus the weighted average dilutive effect of interests in stock options and restricted stock units for the period then ended.

MARKET PRICE OF OUR COMMON STOCK

Our common stock is quoted on the NASDAQ Global Select Market under the symbol “RTSX.” The following table sets forth the high and low sale prices for our common stock for each of the quarterly periods presented:


	High		Low

2005
First Quarter	$	19.84	$	14.31
Second Quarter	$	27.46	$	19.05
Third Quarter	$	31.86	$	25.08
Fourth Quarter	$	38.93	$	28.09
2006
First Quarter	$	35.03	$	22.84
Second Quarter	$	30.13	$	23.00
Third Quarter	$	31.98	$	26.17
Fourth Quarter	$	34.47	$	28.83
2007
First Quarter	$	32.89	$	28.77
Second Quarter	$	30.94	$	25.50
Third Quarter	$	31.01	$	20.58
Fourth Quarter (through , 2007)			$	20.89

On October 19, 2007, which was the last trading day before we announced the merger, the closing sales price for our common stock on the NASDAQ Global Select Market was $21.56 per share. On [ ], 2007, the last trading day before the date of this proxy statement, the closing price of our common stock on NASDAQ was [$ ]. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares. As of November 1, 2007, there were 23,694,919 shares of our common stock held by approximately 3,000 beneficial owners and 56 holders of record as reported by our transfer agent.

We have not declared or paid dividends on our common stock since becoming a public company in June 2004. We intend to retain future earnings to finance the growth and development of our business and, accordingly, do not currently intend to declare or pay any dividends on our common stock. Our board of directors will evaluate our future earnings, results of operations, financial condition and capital requirements in determining whether to declare or pay cash dividends. In addition, our credit facilities impose restrictions on our ability to pay dividends.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding the number of shares of our common stock beneficially owned as of November 1, 2007 (unless otherwise indicated), by:


	•	each person who is known to us to be the beneficial owner of more than five percent of our common stock;

	•	each director;

	•	our chief executive officer at the end of our last completed fiscal year and our four most highly compensated executive officers who were serving as executive officers at the end of our last completed fiscal year; and

	•	all current directors and executive officers as a group.

Unless otherwise indicated by footnote, the beneficial owner exercises sole voting and investment power over the shares noted below. The business address of each individual listed below is c/o Radiation Therapy Services, Inc. 2234 Colonial Boulevard, Ft. Myers, Florida 33907. The beneficial ownership percentages reflected in the table below are based on 23,694,919 shares of our common stock outstanding as of November 1, 2007:


Name of Beneficial Owners	Position	Number of Shares		Percent

Howard M. Sheridan, M.D.(1)	Chairman of the Board of Directors		2,261,159		9.3	%
Daniel E. Dosoretz, M.D.(2)	Chief Executive Officer, President and Director		3,897,027		16.0
James H. Rubenstein, M.D.(3)	Secretary, Medical Director and Director		2,624,745		10.8
Michael J. Katin, M.D.(4)	Director		1,028,209		4.2
Herbert F. Dorsett(5)	Director		200		*
Ronald E. Inge(6)	Director		5,000		*
Leo Doerr	Director		2,500		*
Solomon Agin	Director		120		*
Janet Watermeier	Director		—		—
David N. T. Watson(7)	Chief Financial Officer		14,711		*
Joseph Biscardi	Chief Accounting Officer		—		—
All directors and executive officers as a group (10 persons)			9,833,671		40.5	%


*		Less than 1.0% of the outstanding common stock.

(1)		Represents 1,105,579 held in an irrevocable trust with Dr. Sheridan as a trustee; 50,000 shares held by Dr. Sheridan individually, and 1,105,580 shares which Dr. Sheridan’s wife has sole voting and investment power as a trustee of a revocable living trust.

(2)		Represents 1,779,811 share held in a revocable living trust with Dr. Dosoretz as a trustee; 770,772 shares held in a revocable living trust with Dr. Dosoretz’s wife as a trustee; 943,367 shares held in a 2007 Grantor Retained Annuity Trust established by Dr. Dosoretz’s wife; 403,077 shares able to be acquired from stock options currently exercisable. Dr. Dosoretz’s wife has sole voting and investment power with respect to the shares held in trust by his wife.

(3)		Represents 512,797 shares held in a revocable living trust with Dr. Rubenstein as trustee; 512,798 held in a Grantor retained annuity trust established by Dr. Rubenstein; 200,000 shares subject to stock option grants to Dr. Rubenstein currently exercisable; 1,399,150 shares held in several separate Grantor Retained Annuity Trusts established by Dr. Rubenstein’s wife. Dr. Rubenstein’s wife has voting and investment power with respect to the shares in the trusts she established.

(4)		Represents 1,028,209 shares held by Dr. Katin, and excludes 133,792 shares held by Dr. Katin’s adult children.

(5)		Represents 200 shares held by Herbert F. Dorsett Trust and which his wife has shared voting and investment power.

(6)		Shares held by Mr. Inge, as trustee of the Ronald Inge Revocable Living Trust.

(7)		Represents restricted shares granted to Mr. Watson in connection with his employment with the Company that will be vested in connection with the proposed merger.

As a result of the Support and Voting Agreements entered into among the Rollover Investors, Parent and Holdings, the Rollover Investors, Holdings, Parent, Merger Sub and Vestar Fund and its controlling persons may constitute a “group” for purposes of 13d-5 under the Exchange Act with respect to their beneficial ownership of the common stock. Pursuant to the irrevocable proxies generated by the Rollover Investors, Holding’s shares beneficial ownership of the right to vote 9,825,851 shares of our common stock, including 603,077 shares issuable upon the exercise of stock options currently exercisable.

MULTIPLE SHAREHOLDERS SHARING ONE ADDRESS

In accordance with Rule 14a-3(e)(1) under the Exchange Act, we are sending only one copy of this proxy statement to shareholders who share the same last name and address unless they have notified us that they wish to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save printing and postage costs as well as natural resources.

If you received a householded mailing this year and you would like to have additional copies mailed to you or you would like to opt out of this practice for future mailings, please submit your request (i) via e-mail to RTS’s website: www.rtsx.com under the heading Investor Relations; (ii) in writing to RTS, Attention: Investor Relations at 2234 Colonial Boulevard, Ft. Myers Florida 33907; or (iii) telephonically to (239) 931-7275. You may also contact us if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.

SUBMISSION OF SHAREHOLDER PROPOSALS

If the merger is not completed, you will continue to be entitled to attend and participate in our shareholder meetings. Any shareholder who intends to present a proposal at the 2008 annual meeting of shareholders is required to deliver that proposal to RTS at its principal executive offices not later than December 1, 2007 in order to have that proposal included in RTS’s proxy statement and form of proxy for that meeting. RTS is not required to include in its proxy statement or form of proxy a shareholder proposal that is received after December 1, 2007 or that otherwise failed to meet requirements for shareholder proposals established by regulations of the SEC.

As to any proposal that a shareholder intends to present to shareholders other than by inclusion in RTS’s proxy statement for the 2008 annual meeting of shareholders, the proxies named in RTS’s proxy for that meeting will be entitled to exercise their discretionary voting authority on that proposal unless RTS received notice of the matter to be proposed not later than January 30, 2008. Even if proper notice was received on or prior to January 30, 2008, the proxies named in RTS’s proxy for that meeting may nevertheless exercise their discretionary authority with respect to such matter by advising shareholders, in the proxy statement, of that proposal and how they intend to exercise their discretion to vote on such matter, unless the shareholder making the proposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(1) under the Exchange Act.

Any shareholder who wishes to submit an individual for consideration for nomination as a director may do so by writing to our corporate secretary at 2234 Colonial Boulevard, Ft. Myers, Florida 33907. Submissions must include your name and address, the number of shares of RTS common stock you own, the name, age, business and residence addresses, and principal occupation of the individual and a written statement of the individual that he or she is willing to be considered and is willing to serve as a director if nominated and elected. You must also include a description of any relationship, arrangement and understanding between you and the individual, and any relationship known to you between the individual and any supplier or competitor of RTS. The corporate secretary will review submissions for completeness and forward complete submissions to the nominating committee of the board of directors.

PROVISIONS FOR UNAFFILIATED SHAREHOLDERS

No provision has been made to grant unaffiliated shareholders access to the corporate files of RTS, any other party to the proposed merger or any of their respective affiliates or to obtain counsel or appraisal services at the expense of RTS or any other such party or affiliate.

FINANCIAL FORECAST

We do not as a matter of course make public forecasts as to future financial performance other than periodic earnings guidance. However, certain financial forecasts prepared by senior management in connection with the process described in “SPECIAL FACTORS — Background of the Merger” were made available to the

special committee, Morgan Joseph, Wachovia Securities, Vestar Capital Partners and other bidders. The two forecasts, prepared in June, 2007 and August 2007, respectively are referred to below as the “Original Forecast” and the “Revised Forecast.” The forecasts were developed from historical financial statements and do not give effect to any changes or expenses or corporate borrowings as a result of the merger or any other effects of the merger.

The forecasts were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP. The prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, RTS management. Our independent registered certified public accounting firm, Ernst & Young has neither examined nor compiled this prospective financial information and, accordingly, Ernst & Young does not express an opinion or any other form of assurance with respect thereto. The report of Ernst & Young incorporated by reference into this proxy statement relates to our historical financial statement information. It does not extend to the prospective financial information and should not be read to do so. In addition, Wachovia Securities, Morgan Joseph and Vestar Capital Partners did not prepare the included forecasts and have no responsibility therefor. While these forecasts were also provided to Vestar Capital Partners, some of the assumptions underlying the forecasts may have been changed by Vestar Capital Partners for purposes of its analyses.

The following table sets forth a summary of the Revised Forecast used by the special committee for purposes of considering and evaluating the merger:


	Revised Forecast
	Fiscal Years Ending December 31,
	2007			2008			2009			2010			2011			2012

Income Statement
Total Revenue	$	405,050		$	491,691		$	555,411		$	622,632		$	678,669		$	726,176
Total Direct Expenses		186,105			224,743			252,194			282,956			308,422			330,011

Gross Profit		218,945			266,948			303,217			339,676			370,247			396,165
Total Operating Expenses (excl D&A)		72,995			85,596			93,533			101,538			110,676			118,424

Consolidated EBITDA		145,950			181,352			209,684			238,138			259,571			277,741
G&A		43,236			54,739			58,512			62,496			68,121			72,890

EBITDA		102,714			126,613			151,172			175,642			191,450			204,851
D&A		25,160			35,518			41,235			46,913			51,136			54,715

EBIT		77,554			91,095			109,937			128,729			140,314			150,136
Interest Expense, Net		17,366			21,133			21,252			19,897			16,197			11,260
Minority Interest Expense/(Income)		1,283			1,800			2,184			2,271			2,362			2,457

Earnings Before Income Taxes		58,905			68,162			86,501			106,561			121,755			136,419
Income taxes		22,679			26,242			33,303			41,026			46,876			52,522

Net Income	$	36,226		$	41,920		$	53,198		$	65,535		$	74,879		$	83,897

Diluted E.P.S	$	1.50		$	1.73		$	2.18		$	2.66		$	3.02		$	3.35
Capital Expenditures	$	126,893		$	83,649		$	73,816		$	70,899		$	55,000		$	60,000
Increase in Net Working Capital	$	19,401		$	13,912		$	10,285		$	10,751		$	4,486		$	8,289
Revenue per treatment	$	729		$	777		$	787		$	796			—			—
% growth					6.6	%		1.3	%		1.1	%
# of treatment centers:
Acquired		3			4			4			4			3			3
Developed		4			9			5			4			0			0
Growth Rates and Margins
Annual Growth in Revenue		37.8	%		21.4	%		13.0	%		12.1	%		9.0	%		7.0	%
Gross Profit Margin		54.1	%		54.3	%		54.6	%		54.6	%		54.6	%		54.6	%
Consolidated EBITDA Margin		36.0	%		36.9	%		37.8	%		38.2	%		38.2	%		38.2	%
EBITDA Margin		25.4	%		25.8	%		27.2	%		28.2	%		28.2	%		28.2	%
EBIT Margin		19.1	%		18.5	%		19.8	%		20.7	%		20.7	%		20.7	%
Net Income Margin		8.9	%		8.5	%		9.6	%		10.5	%		11.0	%		11.6	%

The following table sets forth a summary of the Original Forecast:


	Original Forecast
	Fiscal Years Ending December 31,
	2007			2008			2009			2010

Income Statement
Total Revenue	$	423,590		$	543,019		$	643,737		$	727,963
Total Direct Expenses		191,399			242,382			285,436			322,136

Gross Profit		232,191			300,637			358,301			405,827
Total Operating Expenses (excl D&A)		76,922			94,437			105,325			114,198

Consolidated EBITDA		155,269			206,200			252,976			291,628
G&A		43,113			52,550			57,795			62,910

EBITDA		112,156			153,650			195,182			228,719
D&A		27,061			36,000			42,780			48,531

EBIT		85,096			117,650			152,402			180,188
Interest Expense, Net		18,893			24,071			25,203			22,975
Minority Interest Expense/(Income)		1,132			1,500			1,872			1,947

Earnings Before Income Taxes		65,070			92,079			125,326			155,265
Income taxes		25,052			35,451			48,251			59,777

Net Income	$	40,018		$	56,629		$	77,076		$	95,488

Diluted E.P.S	$	1.66		$	2.34		$	3.16		$	3.88
Capital Expenditures	$	147.5		$	123.4		$	89.7		$	89.7
Increase in Net Working Capital	$	15,015		$	17,643		$	14,874		$	12,384
Revenue per Treatment	$	755		$	781		$	797		$	810
% growth					3.6	%		2.1	%		1.6	%
# of Treatment Centers
Acquired		5			7			7			7
Developed		5			14			1			1
Growth Rates and Margins
Annual Growth in Revenue		44.1	%		28.2	%		18.5	%		13.1	%
Gross Profit Margin		54.8	%		55.4	%		55.7	%		55.7	%
Consolidated EBITDA Margin		36.7	%		38.0	%		39.3	%		40.1	%
EBITDA Margin		26.5	%		28.3	%		30.3	%		31.4	%
EBIT Margin		20.1	%		21.7	%		23.7	%		24.8	%
Net Income Margin		9.4	%		10.4	%		12.0	%		13.1	%

The additional material changes in assumptions and other factors that led to the revisions to the Original Forecast were as follows:


	•	RVUs per Unit materially lowered for a number of items to more closely align with values in Medicare fee schedule.

	•	Shifted excess revenue into “Other” within each of the individual markets.

	•	Revenue per treatment decreased from $755 to $729 in 2007 and from $781 to $777 in 2008.


	•	Reduced overall treatment volume growth by approximately 1% to base assumption of 3% per year.

	•	De novo centers open with fewer patients and ramp up more slowly.

	•	Openings of new de novo centers spread over 2007-2010, with six centers pushed beyond 2008.

	•	Corporate overhead of $43.2 million in 2007 (10.7% of revenue) and $54.7 million in 2008 (11.1% of revenue).

	•	2007 maintenance/new machine capital expenditures increased by $22.4 million.

The foregoing Original Forecast and Revised Forecast:


	•	necessarily make numerous assumptions, many of which are beyond the control of RTS and may not prove to have been, or may no longer be, accurate;

	•	do not necessarily reflect revised prospects for RTS’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the projections were prepared;

	•	are not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than as set forth below; and

	•	should not be regarded as a representation that either forecast will be achieved.

RTS believes the assumptions its management used as a basis for the forecasts were reasonable at the time the forecasts were prepared, given the information its management had at the time.

Neither forecast is a guarantee of performance. They involve risks, uncertainties and assumptions. The future financial results and shareholder value of RTS may materially differ from those expressed in the forecasts due to factors that are beyond RTS’s ability to control or predict. We cannot assure you that either forecast will be realized or that RTS’s future financial results will not materially vary from the forecasts. Since the forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. The forecasts do not take into account any circumstances or events occurring after the date they were prepared. We do not intend to update or revise the forecasts.

The forecasts are forward-looking statements. For information on factors which may cause RTS’s future financial results to materially vary, see “Cautionary Statement Regarding Forward-Looking Statements” on page 15. The forecasts have been prepared using accounting policies consistent with our annual and interim financial statements, as well as any changes to those policies known to be effective in future periods. The forecasts do not reflect the effect of any proposed or other changes in GAAP that may be made in the future. Any such changes could have a material impact to the information shown below.

EBITDA and EBIT are not measures of performance under GAAP, and should not be considered as alternatives to net income as a measure of operating performance or cash flows or as a measure of liquidity.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, proxy statements or other information that we file with the SEC at its Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Our public filings are also available to the public from document retrieval services and the Internet website maintained by the SEC at www.sec.gov.

Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of this proxy statement, the reports, opinions or appraisals attached to this proxy statement and any other information concerning us, without charge, by written or telephonic request directed to us at Radiation Therapy Services, Inc., 2234 Colonial Boulevard, Ft. Myers Florida 33907, Attention: Investor Relations,

Telephone: (239) 931-7275. Information concerning us can also be obtained through our website (www.rts.com) or from the SEC through the SEC’s website at the address provided above. The information contained on our website is not part of, or incorporated into, this proxy statement. If you would like to request documents, please do so within five business days prior to the Special Meeting in order to receive them before the special meeting.

Because the merger may be a “going private” transaction, RTS, Parent, Merger Sub, Vestar and the Rollover Investors have filed with the SEC a Transaction Statement on Schedule 13E-3 with respect to the proposed merger. The Schedule 13E-3, including any amendments and exhibits filed or incorporated by reference as a part of it, is available for inspection as set forth above. The Schedule 13E-3 will be amended to report promptly any material changes in the information set forth in the most recent Schedule 13E-3 filed with the SEC.

Statements contained in this proxy statement, or in any document incorporated in this proxy statement by reference regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows us to “incorporate by reference,” into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the special meeting:


RTS Filings:		Periods

Annual Report on Form 10-K		Year ended December 31, 2006;
Proxy Statement on Form 14A		Filed April 2, 2007;
Quarterly Reports on Form 10-Q		Quarters ended March 31, 2007, June 30, 2007 and September 30, 2007;
Current Reports on Form 8-K		Filed January 9, 2007, January 23, 2007, February 8, 2007, March 22, 2007, May 3, 2007, May 25, 2007, July 3, 2007, August 2, 2007, August 6, 2007, September 24, 2007 and October 22, 2007.

Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this proxy statement.

This proxy statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any offer or solicitation in that jurisdiction.

No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person. This proxy statement is dated [ ], 2008. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to shareholders shall not create any implication to the contrary.

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, 2007

TABLE OF CONTENTS


		Page

ARTICLE I THE MERGER			A-2
Section 1.1	The Merger		A-2
Section 1.2	Closing		A-2
Section 1.3	Effective Time		A-2
Section 1.4	Effects of the Merger		A-3
Section 1.5	Articles of Incorporation and Bylaws of the Surviving Corporation		A-3
Section 1.6	Directors		A-3
Section 1.7	Officers		A-3

ARTICLE II CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES			A-3
Section 2.1	Effect on Capital Stock		A-3
Section 2.2	Exchange of Certificates		A-5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-6
Section 3.1	Qualification, Organization, Subsidiaries, etc		A-7
Section 3.2	Capital Stock		A-7
Section 3.3	Corporate Authority Relative to This Agreement; No Violation		A-9
Section 3.4	Reports and Financial Statements		A-10
Section 3.5	Internal Controls and Procedures		A-11
Section 3.6	No Undisclosed Liabilities		A-11
Section 3.7	Compliance with Law; Permits		A-11
Section 3.8	Health Care Regulatory Compliance		A-12
Section 3.9	Environmental Laws and Regulations		A-13
Section 3.10	Employee Benefit Plans		A-14
Section 3.11	Absence of Certain Changes or Events		A-15
Section 3.12	Investigations; Litigation		A-16
Section 3.13	Schedule 13E-3/Proxy Statement; Other Information		A-16
Section 3.14	Tax Matters		A-16
Section 3.15	Labor Matters		A-17
Section 3.16	Intellectual Property		A-17
Section 3.17	Real Property		A-18
Section 3.18	Opinion of Financial Advisor		A-19
Section 3.19	Required Vote of the Company Shareholders		A-19


		Page

Section 3.20	Material Contracts		A-19
Section 3.21	Finders or Brokers		A-20
Section 3.22	Insurance		A-20
Section 3.23	Takeover Statutes		A-21
Section 3.24	Affiliate Transactions		A-21
Section 3.25	Indebtedness		A-21
Section 3.26	Disclosure of Material Information		A-22
Section 3.27	Disclaimer of Other Representation and Warranties		A-22

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-22
Section 4.1	Qualification; Organization, Subsidiaries, etc.		A-22
Section 4.2	Corporate Authority Relative to This Agreement; No Violation		A-22
Section 4.3	Investigations; Litigation		A-23
Section 4.4	Schedule 13E-3/Proxy Statement; Other Information		A-23
Section 4.5	Financing		A-24
Section 4.6	Capitalization of Merger Sub		A-24
Section 4.7	Finders or Brokers		A-25
Section 4.8	Lack of Ownership of Company Common Stock		A-25
Section 4.9	Interest in Competitors		A-25
Section 4.10	No Additional Representations		A-25
Section 4.11	Solvency		A-25
Section 4.12	Management Agreements		A-26
Section 4.13	Disclaimer of Other Representation and Warranties		A-26

ARTICLE V CERTAIN AGREEMENTS			A-26
Section 5.1	Conduct of Business by the Company and Parent		A-26
Section 5.2	Access		A-30
Section 5.3	No Shop; Alternative and Superior Proposals		A-30
Section 5.4	Filings; Other Actions		A-33
Section 5.5	Stock Options and Restricted Shares; Employee Matters		A-34
Section 5.6	Commercially Reasonable Efforts		A-35
Section 5.7	Anti-Takeover Statutes		A-36
Section 5.8	Public Announcements		A-37
Section 5.9	Director and Officer Liability		A-37
Section 5.10	Notice of Certain Events		A-38
Section 5.11	Financing		A-38
Section 5.12	Financing Cooperation		A-39
Section 5.13	Transfer Tax		A-40

ARTICLE VI CONDITIONS TO THE MERGER			A-40
Section 6.1	Conditions to Each Party’s Obligation to Effect the Merger		A-40
Section 6.2	Conditions to Obligation of the Company to Effect the Merger		A-40
Section 6.3	Conditions to Obligation of Parent and Merger Sub to Effect and the Merger		A-41
Section 6.4	Frustration of Closing Conditions		A-42

AGREEMENT AND PLAN OF MERGER

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”).

WITNESSETH:

WHEREAS, a committee of independent and disinterested members (the “Special Committee”) of the board of directors of the Company (the “Board of Directors”) formed for the purpose of, among other matters, evaluating and making a recommendation to the full Board of Directors with respect to the merger of Merger Sub with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in this Agreement in accordance with the Florida Business Corporation Act (the “FBCA”) has unanimously determined, and the Board of Directors (excluding any directors that are Participating Holders) has unanimously determined, that it is in the best interests of the Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and Merger Sub providing for the Merger, upon the terms and subject to the conditions set forth in this Agreement, and each of the Special Committee and the Board of Directors has, as of the date of this Agreement, unanimously (excluding any directors that are Participating Holders) approved and adopted this Agreement in accordance with the FBCA, upon the terms and subject to the conditions set forth in this Agreement, and recommended its approval and adoption by the shareholders of the Company;

WHEREAS, prior to approving and adopting this Agreement and the transactions contemplated hereby, on October 11, 2007, the Board of Directors unanimously approved an amendment, effective immediately as of the date of such approval, to the Bylaws of the Company, which amendment provides that Section 607.0902 of the FBCA does not apply to any control-share acquisition of any equity securities of the Company;

WHEREAS, the board of directors of Merger Sub has unanimously approved and adopted this Agreement in accordance with the FBCA and unanimously approved the Merger and the other transactions contemplated by this Agreement, and recommended the approval and adoption of this Agreement by Parent, as the sole shareholder of Merger Sub;

WHEREAS, the board of directors of Parent, and Parent, as the sole shareholder of Merger Sub, in each case, have unanimously approved and adopted this Agreement in accordance with the FBCA and unanimously approved the Merger and the other transactions contemplated by this Agreement;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into this Agreement, Parent, Ranger Investment, LLC, a Delaware limited liability company and the sole stockholder of Parent (“Investor”), and certain beneficial owners (the “Participating Holders”) of Company Common Stock entered into Support and Voting Agreements (the “Support and Voting Agreements”), pursuant to which the Participating Holders have agreed, among other things, (a) to vote any shares of Company Common Stock beneficially owned by them in favor of the approval of this Agreement, (b) not to sell or otherwise transfer any shares of Company Common Stock beneficially owned by them prior to the termination of the applicable Support and Voting Agreement in accordance with its terms, and (c) to contribute a portion of their shares of Company Common Stock (such shares, collectively, the “Rollover Shares”) to Investor immediately prior to the Effective Time of the Merger; and

WHEREAS, concurrently with the execution of this Agreement, and as a condition to the willingness of the Company to enter into this Agreement, Vestar Capital Partners V, L.P. has provided the Company with an executed copy of its Equity Commitment Letter, pursuant to which Vestar Capital Partners V, L.P. agrees to provide equity financing to Parent in connection with the transactions contemplated hereby and to fund certain obligations of Parent and Merger Sub in connection with this Agreement, as provided therein; and

WHEREAS, Parent, Merger Sub and the Company desire to make certain representations, warranties and agreements specified in this Agreement in connection with this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and agreements contained in this Agreement, and intending to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:

ARTICLE I

THE MERGER

Section 1.1 The Merger.

At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the FBCA, Merger Sub shall be merged with and into the Company, whereupon the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Parent.

Section 1.2 Closing. The closing of the Merger (the “Closing”) to the extent it cannot be conducted electronically shall take place at the offices of Kirkland & Ellis LLP, 153 East 53rd Street, New York, New York 10022 (or at such other place as agreed to by

(b) Each of the following terms is defined in the section set forth opposite such term:

the parties) at 10:00 a.m. local time, on a date to be specified by the parties (the “Closing Date”) which shall be no later than the third business day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, date and time as the Company and Parent may agree in writing; provided that notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, the parties shall not be required to effect the Closing until the earlier of (x) a date during the Marketing Period specified by Parent on no less than three (3) business days’ notice to the Company, (y) the final day of the Marketing Period and (z) the End Date, subject in each case to the satisfaction and waiver of all of the conditions set forth in Article VI as of the date determined pursuant to this provision. For purposes of this Agreement, unless otherwise agreed among the parties hereto, “Marketing Period” shall mean the first period of twenty-five (25) consecutive business days after the date hereof (A) during which (1) Parent shall have the Required Financial Information that the Company is required to provide to Parent pursuant to Section 5.12 and (2) no event has occurred and no conditions exist that would cause any of the conditions set forth in Section 6.3 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 25-consecutive-business-day period, and (B) the conditions set forth in Section 6.1 have been satisfied (other than conditions that by their nature can be satisfied only at the Closing); provided that if the Marketing Period would otherwise not end on or prior to November 21, 2007, then the Marketing Period shall be deemed to have commenced no earlier than November 26, 2007; and provided further that if the Marketing Period would otherwise not end on or prior to December 21, 2007, then the Marketing Period shall be deemed to have commenced no earlier than January 7, 2008; provided, further, that the Marketing Period shall not be deemed to have commenced if, (i) after the date hereof and prior to the completion of the Marketing Period, Ernst & Young LLP shall have withdrawn its audit opinion with respect to any of the financial statements contained in the Company SEC Documents or (ii) if the financial statements included in the Required Financial Information that is available to Parent on the first day of any such 25-consecutive-business day period would not be sufficiently current on any day during such 25-consecutive-business-day period to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of the 25-consecutive-business-day period.

Section 1.3 Effective Time.

At the Closing, the parties shall cause the Merger to be consummated by executing and delivering to the Department of State of the State of Florida for filing articles of merger satisfying the requirements of Sections 607.0120 and 607.1105 of the FBCA (the “Articles of Merger”) and shall make all other filings or

A-2

recordings required under the FBCA in connection with the Merger. The Merger shall become effective on such date and at such time as the Articles of Merger are duly filed with the Department of State of the State of Florida, or on such later date (and at such later time if specified) as the parties shall agree and as shall be set forth in the Articles of Merger (such time as the Merger becomes effective, the “Effective Time”).

Section 1.4 Effects of the Merger.

The effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the FBCA. Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges and powers of the Company and Merger Sub shall vest in the Surviving Corporation without reversion or impairment, and all debts, liabilities and obligations of the Company and Merger Sub shall become the debts, liabilities and obligations of the Surviving Corporation, all as provided under the FBCA and the other applicable Laws of the State of Florida. At and after the Effective Time, any one or more of the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of the Company.

Section 1.5 Articles of Incorporation and Bylaws of the Surviving Corporation.

(a) The articles of incorporation of Merger Sub as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and the provisions of this Agreement and applicable Law, in each case consistent with the obligations set forth in Section 5.9.

(b) The bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and the provisions of this Agreement and applicable Law, in each case consistent with the obligations set forth in Section 5.9.

Section 1.6 Directors.

Subject to applicable Law, directors of the Company shall resign effective immediately prior to the Effective Time, and directors of Merger Sub immediately prior to the Effective Time shall become the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal in accordance with the FBCA and the bylaws of the Surviving Corporation.

Section 1.7 Officers.

The officers of the Company immediately prior to the Closing Date shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

ARTICLE II

CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES

Section 2.1 Effect on Capital Stock.

At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

(a) Conversion of Company Common Stock. Subject to Sections 2.1(b), 2.1(c), 2.1(e) and 5.5(a)(ii), each share of common stock, par value $0.0001 per share, of the Company (such shares, collectively, “Company Common Stock,” and each, a “Share”) outstanding immediately prior to the Effective Time other than any Cancelled Shares (to the extent provided in Section 2.1(c)) and any Dissenting Shares (to the extent provided for in Section 2.1(f)) shall thereupon be converted automatically into and shall thereafter represent

A-3

the right to receive $32.50 in cash (the “Merger Consideration”). All Shares that have been converted into the right to receive the Merger Consideration as provided in this Section 2.1 shall be automatically cancelled and shall cease to exist, and the holders of certificates which immediately prior to the Effective Time represented such Shares shall cease to have any rights with respect to such Shares other than the right to receive the Merger Consideration.

(b) Rollover Shares. Immediately prior to the Effective Time, the Participating Holders shall contribute the Rollover Shares to Investor pursuant to the Management Share Contribution and Unit Subscription Agreements. Upon receipt of the Rollover Shares from the Participating Holders, Investor shall immediately contribute all of the Rollover Shares to Parent, and such Rollover Shares shall be cancelled and retired by virtue of the Merger in accordance with Section 2.1(c) below.

(c) Company, Parent and Merger Sub-Owned Shares. Each Share that is owned by Parent or Merger Sub immediately prior to the Effective Time or held by the Company immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(d) Conversion of Merger Sub Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding share of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

(e) Adjustments. If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution or otherwise with a record date during such period, the Merger Consideration shall be equitably adjusted to reflect such change and to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

(f) Dissenting Shares.

(i) Notwithstanding anything contained in this Agreement to the contrary, any Shares issued and outstanding immediately prior to the Effective Time, the holder of which (A) has not voted, or caused or permitted to be voted, in favor of the Merger or consented thereto in writing, (B) has exercised its rights to appraisal in accordance with Section 607.1301, et seq., of the FBCA, and (C) has not effectively withdrawn or lost (through failure to perfect or otherwise) its rights to appraisal (the “Dissenting Shares”), shall be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.1(a), but instead, the holder thereof shall be entitled to payment in cash from the Surviving Corporation of the fair value of such Dissenting Shares in accordance with Section 607.1301, et seq., of the FBCA. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

(ii) Notwithstanding the provisions of this Section 2.1(f), if any holder of Shares who asserts appraisal rights shall effectively withdraw or lose (through failure to perfect or otherwise) its rights of appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder’s Shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive the Merger Consideration, without any interest thereon and less any required withholding Taxes.

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(iii) The Company shall give Parent (A) prompt notice of any written assertion of appraisal rights by the holders of any Shares, withdrawals of any such assertion, and any other instruments, notices or other documents delivered to the Company pursuant to the FBCA which relate to any such assertion of appraisal rights and (B) the opportunity to direct all negotiations, settlements and/or proceedings with respect to any assertion of appraisal rights under the FBCA. The Company shall not, except with the prior written consent of Parent, make or agree to make any payment with respect to any assertion of appraisal rights or settle or offer to settle any such assertion.

Section 2.2 Exchange of Certificates.

(a) Paying Agent. Prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with a bank or trust company that is organized and doing business under the Laws of the United States or any state thereof, that shall be appointed to act as a paying agent hereunder and approved (which approval shall not be unreasonably withheld) in advance by the Company in writing (and pursuant to an agreement in form and substance reasonably acceptable to Parent and the Company) (the “Paying Agent”), in trust for the benefit of holders of the Shares, the Company Stock Options, and the Restricted Shares, cash in U.S. dollars sufficient to pay (i) the aggregate Merger Consideration in exchange for all of the Shares outstanding immediately prior to the Effective Time (other than the Cancelled Shares, the Rollover Shares, the Restricted Shares and the Dissenting Shares), payable upon due surrender of the certificates that immediately prior to the Effective Time represented Shares (“Certificates”) (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) pursuant to the provisions of this Article II and (ii) the aggregate payment payable pursuant to Section 5.5 to holders of Company Stock Options and Restricted Shares (collectively, the “Option and Stock-Based Award Consideration” and, together with the amount of cash referred to in subsection (a)(i), the “Exchange Fund”).

(b) Payment Procedures.

(i) As soon as reasonably practicable after the Effective Time and in any event not later than the third business day following the Effective Time, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1(a), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration, (y) to each holder of a Company Stock Option or Restricted Share, a check in an amount, if any, due and payable to such holder pursuant to Section 5.5(a)(i) or Section 5.5(a)(ii), respectively, in respect of such Company Stock Option or Restricted Share.

(ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required thereby or by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration, less any required withholding Taxes. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II.

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(iii) The Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares (including Restricted Shares) or holder of Company Stock Options, such amounts as it determines in good faith are required to be withheld or deducted under the United States Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares (including Restricted Shares) or holder of the Company Stock Options, in respect of which such deduction and withholding was made.

(c) Closing of Transfer Books. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or any certificates representing any Rollover Shares are presented to the Surviving Corporation or Parent for transfer, they shall be cancelled and exchanged in accordance with and subject to the procedures set forth in this Article II.

(d) Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Shares for nine (9) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Shares who have not surrendered their Shares in accordance with this Section 2.2 shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their Shares.

(e) No Liability. Notwithstanding anything herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any portion of the Exchange Fund remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of any claims or interests of any person previously entitled thereto.

(f) Investment of Exchange Fund. The Paying Agent shall invest all cash included in the Exchange Fund as reasonably directed by Parent; provided, however, that any investment of such cash shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government or in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank which are then publicly available). Any interest and other income resulting from such investments shall be paid to the Surviving Corporation pursuant to Section 2.2(d).

(g) Lost Certificates. In the case of any Certificate that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and if required by the Paying Agent, the posting by such person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate a check in the amount of the number of Shares represented by such lost, stolen or destroyed Certificate multiplied by the Merger Consideration.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since January 1, 2007, in each case, filed with the SEC by the Company prior to the date hereof (and excluding risk factors and similarly cautionary and forward looking disclosure under the headings “Risk Factors”, “Forward Looking

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Statements” or “Future Operating Results”), or in the disclosure schedule delivered by the Company to Parent immediately prior to the execution of this Agreement (the “Company Disclosure Schedule”), the Company represents and warrants to Parent and Merger Sub as follows:

Section 3.1 Qualification, Organization, Subsidiaries, etc.

Section 3.1 of the Company Disclosure Schedule contains a correct and complete list of all of the Subsidiaries of the Company. Each of the Company and its Affiliates is a legal entity duly organized, validly existing and in good standing or with active status under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its respective properties and assets and to carry on its business as presently conducted and is qualified to do business and in good standing or with active status as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified, or in good standing or with active status, or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As used in this Agreement, any reference to any facts, circumstances, events or changes having a “Company Material Adverse Effect” means any facts, circumstances, events or changes that are materially adverse to the business, properties, assets, results of operation, financial condition or profitability of the Company, its Affiliates, and the Managed Practices, taken as a whole, but shall not include facts, circumstances, events or changes (a) generally affecting the industries in which the Company and its Subsidiaries and Managed Practices operate in the United States or the economy or the financial or securities markets in the United States or elsewhere in the world, including political conditions or developments (including any outbreak or escalation of hostilities or acts of war or terrorism) or (b) to the extent resulting from (i) the announcement or the existence of, or compliance with, this Agreement or the announcement of the Merger or any of the other transactions contemplated by this Agreement, (ii) changes in applicable Law, GAAP or accounting standards, or (iii) any actions required under this Agreement to obtain any antitrust approval for the consummation of the transactions contemplated by this Agreement, provided, however, that any change, effect, development, event or occurrence described in the foregoing clause (a) or (b)(ii) above shall not constitute or give rise to a Company Material Adverse Effect only if and to the extent that such change, effect, development, event or occurrence does not have a materially disproportionate effect on the Company and its Affiliates as compared to other participants in the industries in which the Company and its Affiliates and Managed Practices operate in the United States; provided further that in the event the Company should fail to meet any expected financial or operating performance targets, the fact of such failure, alone, would not constitute a Company Material Adverse Effect, it being understood that the facts or occurrences giving rise to or contributing to such failure, but not otherwise excluded from the definition of a Company Material Adverse Effect, may be taken into account in determining whether there has been a Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the Company’s amended and restated articles of incorporation and bylaws, each as amended through the date of this Agreement. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of the articles of incorporation and amended and restated bylaws or similar organizational documents of each Subsidiary of the Company, each as amended through the date of this Agreement. Neither the Company nor any Subsidiary is in violation of any provisions of its articles of incorporation or bylaws or similar organizational documents, other than such vi olations as would not have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.2 Capital Stock.

(a) The authorized capital stock of the Company consists of 75,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share (“Company Preferred Stock”). As of September 30, 2007, (i) 23,694,919 shares of Company Common Stock were issued and outstanding (which number includes 20,711 shares of Company Common Stock subject to transfer restrictions or subject to forfeiture back to the Company or repurchase by the Company), (ii) no shares of Company Common Stock were held in treasury, (iii) a maximum of 3,368,101 shares of Company Common Stock were reserved for issuance under the employee and director stock plans of the Company (the “Company Stock Plans”), and (iv) no shares of Company Preferred Stock were issued or outstanding or held as treasury shares. All

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outstanding shares of Company Common Stock, and all shares of Company Common Stock reserved for issuance as noted in clause (iii), when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive or similar rights.

(b) Except as set forth in subsection (a) above, as of the date of this Agreement, (i) the Company does not have any shares of its capital stock or other voting securities issued or outstanding other than shares of Company Common Stock that have become outstanding after September 30, 2007, but were reserved for issuance as set forth in subsection (a) above, and (ii) there are no outstanding subscriptions, options, warrants, calls, convertible securities, phantom stock or other similar rights, agreements, arrangements or commitments relating to the issuance of capital stock or voting securities to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement or commitment, (C) redeem, repurchase or otherwise acquire, or vote or dispose of, any such shares of capital stock or other equity interests, or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary.

(c) The Company Disclosure Schedule lists or, in the case of clause (iii), describes, as of September 30, 2007 (the “Measurement Date”), (i) each outstanding Company Stock Option, and (ii) each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured in whole or in part by the value of a number of shares of Company Common Stock granted under the Company Stock Plans, Company Benefit Plans or otherwise (including Restricted Shares, restricted stock units, phantom units, deferred stock units and dividend equivalents) (“Other Incentive Awards”), the number of Shares issuable thereunder or with respect thereto, the vesting schedule, the expiration date and the exercise price (if any) thereof. From the close of business on the Measurement Date, until the date of this Agreement, no options to purchase shares of Company Common Stock or Company Preferred Stock have been granted, no Company Stock Options have been granted, no Other Incentive Awards have been granted and no shares of Company Common Stock or Company Preferred Stock have been issued, except for Shares issued pursuant to the exercise of Company Stock Options, in accordance with their terms, outstanding on the Measurement Date. Except for awards to acquire or receive shares of Company Common Stock under any equity incentive plan of the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

(d) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or disposition of the capital stock or other equity interest of the Company or any of its Subsidiaries.

(e) All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company are owned by the Company or a wholly owned Subsidiary of the Company free and clear of all Liens (other than Permitted Liens and those that are immaterial). There are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale with respect to any shares of capital stock or other ownership interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement.

(f) Section 3.2(f) of the Company Disclosure Schedule sets forth as of the date hereof the name, jurisdiction of organization and the Company’s percentage ownership of any and all persons (other than Subsidiaries of the Company) of which the Company directly or indirectly owns a 20% or greater interest and the value of which is in excess of $1,000,000, as of the date hereof (collectively, the “Investments”). All of the Investments are owned by the Company or by a Subsidiary of the Company free and clear of all Liens. Except

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for the capital stock and other ownership interests of Subsidiaries of the Company and the Investments, the Company does not own, directly or indirectly, any capital stock or other voting or equity securities or interests in any person that is material to the business and activities of the Company and its Affiliates (collectively, the “Business”).

Section 3.3 Corporate Authority Relative to This Agreement; No Violation.

(a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors and, to the extent required, by the Special Committee (acting unanimously) and, except for (i) the Company Meeting, (ii) the Company Shareholder Approval, and (iii) the delivery to the Department of State of the State of Florida for filing of the Articles of Merger, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the transactions contemplated by this Agreement. The Special Committee has unanimously determined and resolved, and the Board of Directors has determined and resolved (i) that the Merger is fair to, and in the best interests of, the Company and its shareholders, (ii) to submit this Agreement for approval by the Company’s shareholders and to declare the advisability of this Agreement and (iii) to recommend that the Company’s shareholders approve this Agreement and the transactions contemplated by this Agreement (collectively, the “Recommendation”), all of which determinations and resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally, and (ii) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

(b) Other than in connection with or in compliance with the applicable requirements of (i) the FBCA, including, but not limited to, the delivery to the Department of State of the State of Florida for filing of the Articles of Merger (ii) the Securities Exchange Act of 1934 (the “Exchange Act”), (iii) the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), (iv) the Securities Act of 1933 (the “Securities Act”), (v) applicable foreign or state securities or Blue Sky Laws, (vi) the rules and regulations of NASDAQ Global Select Market, and (vii) the approvals set forth on Section 3.3(b) of the Company Disclosure Schedule (collectively, the “Company Approvals”), and subject to the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.9, no authorization, consent, permit, action or approval of, or filing with, or notification to, any United States federal, state or local or foreign governmental or regulatory agency, commission, court, body, entity or authority (each, a “Governmental Entity”) is necessary, under applicable Law, for the consummation by the Company of the transactions contemplated by this Agreement or the control and operation of the Company, its Subsidiaries and their respective businesses by Parent, except for any such authorization, consent, permit, action, approval, filing or notification the failure of which to make or obtain would not (A) reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole or (B) reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby.

(c) The execution and delivery by the Company of this Agreement does not, and, except as described in Section 3.3(b), the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit or license agreement (collectively, “Contracts”) binding upon the Company or any of its Subsidiaries, or to which any of them is a party or any of their respective properties are bound, or result in the creation of any liens, claims,

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mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “Lien”), other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due or payable, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s construction or other similar lien arising in the ordinary course of business not yet due or payable, (C) which is disclosed on the most recent consolidated balance sheet of the Company (or notes thereto or securing liabilities reflected on such balance sheet) or (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of the Company (each of the foregoing, a “Permitted Lien”), upon any of the properties or assets of the Company or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the articles of incorporation or bylaws or other equivalent organizational document, in each case as amended, of the Company or any of its Subsidiaries, or to the Company’s knowledge, the Managed Practices or (iii) assuming receipt of the Company Shareholder Approval, conflict with or violate any applicable Laws, other than, in the case of clauses (i), (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that (A) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (B) would not reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby.

(d) Section 3.3(d) of the Company Disclosure Schedule sets forth a list of any consent, approval, authorization or permit of, action by, registration, declaration or filing with or notification to any person under any (i) Company Material Contract or (ii) material lease, material sublease, material assignment of lease or material occupancy agreement (each a “Material Lease”) to which the Company or any of its Subsidiaries is a party which is required in connection with the consummation of the Merger and the other transactions contemplated by this Agreement (the “Third Party Consents”), other than those the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Section 3.4 Reports and Financial Statements.

(a) To the Company’s knowledge, the Company has filed or furnished all forms, documents and reports (including exhibits) required to be filed or furnished prior to the date of this Agreement by it with the Securities and Exchange Commission (the “SEC”) since December 31, 2004 (the “Company SEC Documents”). To the Company’s knowledge, as of their respective dates, or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Company’s knowledge, no Subsidiary of the Company is required to file any form or report with the SEC. The Company has made available to Parent correct and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of the Company’s Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof. To the Company’s knowledge (except for any comments, as part of the SEC’s on-going compensation disclosure review project, that the Company has not yet received and has not yet been notified of), as of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents. To the Company’s knowledge (except for any comments, as part of the SEC’s on-going compensation disclosure review project, that the Company has not yet received and has not yet been notified of), as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

(b) Each of the consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their

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consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States GAAP (except, in the case of the unaudited statements, as permitted by the SEC).

Section 3.5 Internal Controls and Procedures.

The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Company’s management has completed assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2006, and such assessment concluded that such controls were effective. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors and Parent (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves executive officers or employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, the Company has not identified any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

Section 3.6 No Undisclosed Liabilities.

Except (a) as reflected or reserved against in the Company’s consolidated balance sheets (or the notes thereto) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (other than risk factors and similarly cautionary and forward looking disclosure under the headings “Risk Factors”, “Forward Looking Statements” or “Future Operating Results”) (b) for liabilities permitted or contemplated by this Agreement, (c) for liabilities and obligations incurred in the ordinary course of business since December 31, 2006 and (d) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, as of the date of this Agreement, neither the Company nor any Subsidiary of the Company has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, other than those which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.7 Compliance with Law; Permits.

(a) The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices are, and since January 1, 2005, have been, in compliance in all material respects with and are not in default under or in violation of any material federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, agency requirement, license or permit of any Governmental Entity in effect as of the date of this Agreement (collectively, “Laws” and each, a “Law”) applicable to the Company, its Affiliates, the Managed Practices and their respective businesses and activities, or binding upon their assets or properties except where such non-compliance, default or violation would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 1.0% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made in this

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Section 3.7(a) in respect of health care regulatory compliance, which matters are governed by Section 3.8, in respect of environmental matters, which matters are governed by Section 3.9, Tax matters, which are governed by Section 3.14, employee benefits matters, which are governed by Section 3.10, or labor Law matters, which are governed by Section 3.15. As used in this Agreement, “Managed Practice” means any medical professional association, professional corporation, partnership or similar entity that provides medical services at a center, clinic or other facility operated or managed by the Company or any of its Subsidiaries pursuant to a Services Agreement, or at a hospital or hospital department with which the Company or any of its Subsidiaries has a Services Agreement and excludes those set forth on Section 3.7(a) of the Company Disclosure Schedule. As used in this Agreement, “Services Agreement” means any agreement or arrangement between the Company or any of its Subsidiaries and one or more Managed Practices, hospital or hospital departments pursuant to which the Company or such Subsidiary agrees to provide or arrange for management, administration and other non medical support services to such Managed Practice or Practices in exchange for payment to the Company or such Subsidiary of a service, management or similar fee.

(b) The Company and its Affiliates and, to the knowledge of the Company, each of the Managed Practices are in possession of all grants, authorizations, registrations, qualifications, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and each of its Affiliates and the Managed Practices to own, lease and operate their respective properties and assets or to carry on their respective businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole. All Company Permits are in full force and effect, except where the failure to be in full force and effect, individually or in the aggregate, has not affected and would not reasonably be expected to affect aspects of the businesses and/or operations of the Company and its Subsidiaries that are responsible for 2.5% or more of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole.

Section 3.8 Health Care Regulatory Compliance.

(a) The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices, are in compliance with Sections 1128A, 1128B, or 1877 of the Social Security Act (42 U.S.C. §§ 1320a-7a, 1320a-7b, and 1395nn), 31 U.S.C. § 3729 et seq. (the Civil False Claims Act), 18 U.S.C. § 1347 (Health Care Fraud), Public Law 104-191 (the Health Insurance Portability and Accountability Act of 1996), all fraud and abuse, false claims and anti-self referral Laws and all Laws related to the confidentiality, privacy and security of medical information, or to licensing, the corporate practice of medicine, fee-splitting, certificate of need and reimbursement or billing for healthcare services (collectively, “Health Care Laws”), except where the failure to comply would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole. The Company and each of its Affiliates have timely and accurately filed all material reports, data and other information required to be filed with any Governmental Entity, including with respect to obtaining or maintaining any Company Permit.

(b) The Company has disclosed to Parent any and all corporate integrity or other agreements with any Governmental Entity which apply to the Business. The Company and each of its Affiliates are in material compliance with all such agreements. No employee or independent contractor of the Business (whether an individual or entity), or any physician performing services related to the Business is excluded from participating in the Medicare, Medicaid, TRICARE or any other federal or state governmental health care program, including those as defined in 42 U.S.C. § 1320a-7b(f). (“Programs”) nor to the Company’s knowledge is any such exclusion threatened or pending. None of the officers, directors, agents or managing employees (as such term is defined in 42 U.S.C. § 1320a-5(b)) of the Company or its Affiliates has been excluded from the Programs, been subject to sanction pursuant to 42 U.S.C. § 1320a-7a or 1320a-8, or been convicted of a crime described at 42 U.S.C. § 1320a-7b, nor is any such exclusion, sanction or conviction threatened or pending, except where such exclusion, sanction or conviction would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues,

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EBITDA or assets of the Company and its Subsidiaries, taken as a whole. Neither the Company nor its Affiliates has been excluded from the Programs.

(c) No event has occurred or circumstance exists that (with or without notice or lapse of time) (i) constitutes or may result in a material violation by the Company or its Affiliates or, to the knowledge of the Company, each of the Managed Practices of, or a failure on their respective parts to comply in all material respects with, any Health Care Law, or (ii) may give rise to any liability or obligation on their respective parts to undertake, or to bear all or any portion of the costs of, any remedial action of any nature, including the repayment or refund of previously paid fees or reimbursed expenses, or for other excessive reimbursement or non-covered services, or the payment of any penalties or sanctions arising under the Programs or any third-party payor program, except where such violation, failure to comply, obligation or liability would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole.

(d) Neither the Company nor, to the Company’s knowledge, its Affiliates or Managed Practices, have received any notice or other communication (whether oral or written) from any Governmental Entity or any other person having standing to assert such a claim regarding (i) any actual, alleged or potential violation of, or failure to comply with, any Health Care Law, or (ii) any actual, alleged or potential obligation on their respective parts to undertake, or to bear all or any portion of the costs of, any remedial action of any nature, except where such violation, failure to comply, or obligation would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole.

(e) Except as permitted by applicable Law or except where it would not reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, to the Company’s knowledge, neither the Company nor Affiliates nor Managed Practices or any director, officer or employee of any of the foregoing or any agent acting on behalf of or for the benefit of any of the foregoing, is directly or indirectly a party to any contract, lease agreement or other financial arrangement (including but not limited to any joint venture or consulting agreement) with any physician, close family member of any physician, entity owned in whole or in part by a physician or close family member of a physician, health care facility, hospital, or other person who is in a position to make or influence referrals to or otherwise generate business with respect to the Company or its Affiliates, to provide services, lease space, lease equipment or engage in any other venture or activity.

Section 3.9 Environmental Laws and Regulations.

(a) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Company and its Affiliates and, to the knowledge of the Company, each Managed Practice have conducted their respective businesses in compliance with all applicable Environmental Laws, (ii) to the knowledge of the Company, none of the properties owned, leased or operated by the Company or any of its Affiliates or any Managed Practice contains any Hazardous Substance as a result of any activity of the Company or any of its Affiliates, and the Company or any of its Affiliates have not exposed any Person to any Hazardous Substance, in each case in amounts exceeding the levels permitted by applicable Environmental Laws or otherwise giving rise to liabilities under Environmental Laws, (iii) since January 1, 2002, as of the date of this Agreement, neither the Company nor any of its Affiliates, nor, to the knowledge of the Company, any Managed Practice has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Affiliates or any Managed Practice may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of their respective businesses or any of their respective properties or assets, (iv) to the knowledge of the Company, no Hazardous Substance has been disposed of, released or transported in violation of any applicable Environmental Law, or in a manner giving rise to any liability under Environmental Law, at or from any properties presently or formerly owned, leased or operated by the Company or any of its Affiliates or any Managed Practice and (v) neither the Company, its Affiliates nor any Managed Practice nor any of their respective properties are subject to any liabilities relating to any suit, settlement, court order,

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administrative order, regulatory requirement, judgment or written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 3.9. The Company has made available to Parent true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, engineering studies, and environmental studies or assessments, in each case in the Company’s possession or under its reasonable control.

(b) As used herein, “Environmental Law” means any Law, and all common law, relating to (x) the protection, preservation or restoration of the environment (including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as in effect at the date of this Agreement.

(c) As used herein, “Hazardous Substance” means any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive, or dangerous, or otherwise regulated, under any Environmental Law. Hazardous Substance includes any substance to which exposure is regulated by any Governmental Entity or any Environmental Law including any toxic waste, pollutant, contaminant, hazardous substance (including toxic mold), toxic substance, hazardous waste, special waste, industrial substance or petroleum or any derivative or byproduct thereof, radon, radioactive material, asbestos, or asbestos-containing material, urea formaldehyde, foam insulation or polychlorinated biphenyls.

Section 3.10 Employee Benefit Plans.

(a) Section 3.10(a) of the Company Disclosure Schedule sets forth a true and complete list of each employee or director benefit plan, arrangement or agreement, whether or not written, including, without limitation, any employee welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option or other equity-based plan or arrangement, severance, employment, change of control or material fringe benefit plan, program or agreement that is or has been sponsored, maintained or contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any material liability (the “Company Benefit Plans”).

(b) The Company has made available to Parent true and complete copies of each of the Company Benefit Plans and material related documents, including, but not limited to; (i) each writing constituting a part of such Company Benefit Plan, including all amendments thereto; (ii) the three most recent Annual Reports (Form 5500 Series) and accompanying schedules, if any; and (iii) for any Company Benefit Plan intended to be a tax-qualified retirement plan, the most recent determination letter from the Internal Revenue Service (the “IRS”) (if applicable) for such Company Benefit Plan, or if the Company Benefit Plan is maintained under a pre-approved prototype plan, the IRS opinion letter ruling on the prototype plan.

(c)(i) Each of the Company Benefit Plans has been operated, funded and administered in all material respects in compliance with its terms and with applicable Laws, including, but not limited to, ERISA, the Code and in each case the regulations thereunder; (ii) each of the Company Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified, and to the knowledge of the Company there are no existing circumstances or any events that have occurred that could reasonably be expected to adversely affect the qualified status of any such plan; (iii) no Company Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (iv) no Company Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees, officers, contractors or directors of the Company or its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by applicable Law or (B) death benefits or retirement benefits under any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA); (v) no liability under Title IV of ERISA or Section 412 of the Code has been incurred by the Company, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and, to the knowledge of the Company, no condition exists that presents a material risk to the Company, its Subsidiaries

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or any ERISA Affiliate of incurring a liability thereunder; (vi) no Company Benefit Plan is, and neither the Company nor any of its Subsidiaries has any liability under or with respect to, (A) a “multiemployer pension plan” (as such term is defined in Section 3(37) of ERISA) or a plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, (B) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (C) a “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; (vii) all material contributions or other amounts payable by the Company or its Subsidiaries with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP; (viii) neither the Company nor its Subsidiaries or, to the knowledge of the Company, any other person or entity has engaged in a transaction in connection with which the Company or its Subsidiaries reasonably could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code; and (ix) there are no pending, or to the knowledge of the Company, threatened or anticipated claims (other than routine claims for benefits), audits, investigations, proceedings, or litigation by, on behalf of or against or relating to any of the Company Benefit Plans or any trusts related thereto. “ERISA Affiliate” means any person or entity that is or, at the time it terminated a pension plan subject to Title IV of ERISA or withdrew from any multiemployer plan (as defined in Section 3(37) of ERISA) or missed any contribution required by Section 412 of the Code was a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the Company or any of its Subsidiaries, or that is or was a member of the same “controlled group” as the Company or any of its Subsidiaries pursuant to Section 4001(a)(14) of ERISA. The Company and each of its Subsidiaries have for purposes of each Company Benefit Plan correctly classified those individuals performing services for the Company or any of its Subsidiaries as common law employees, leased employees, independent contra ctors or agents.

(d) Except as set forth in Section 3.10(d) of the Company Disclosure Schedule, neither the execution, delivery, performance of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in conjunction with any other event) will (i) result in any payment (including, without limitation, severance, unemployment compensation and forgiveness of Indebtedness or otherwise) becoming due to any current or former officer, contractor, director or employee of the Company or any of its Subsidiaries from the Company or any of its Subsidiaries under any Company Benefit Plan or otherwise, (ii) result in any “excess parachute payment” (within the meaning of Section 280G of the Code), (iii) increase any benefits otherwise payable under any Company Benefit Plan, (iv) result in any acceleration of any benefits or the time of payment or vesting of any such benefits, (v) require the funding of any such benefits or (vi) limit the ability to amend or terminate any Company Benefit Plan or related trust.

(e) Each “nonqualified deferred compensation plan” with respect to which any member of the Company Group or any of their respective Affiliates is a “service recipient” (each as defined in Section 409A of the Code or proposed regulations promulgated thereunder) is in operational compliance with Section 409A of the Code, and will be in formal compliance (to the extent required by Section 409A of the Code or regulations promulgated thereunder) on or before the applicable deadline, and no current or former employee of any member of the Company Group or any of their respective Affiliates (in his or her capacity as such) has incurred or will incur (based on the operation of such plan as of the date hereof) the Tax imposed by Section 409A(a)(1)(B) or (b)(4)(A) of the Code.

Section 3.11 Absence of Certain Changes or Events.

Since December 31, 2006 through the date of this Agreement, (i) the businesses of the Company and its Subsidiaries, and to the knowledge of the Company, the Managed Practices have been conducted, in all material respects, in the ordinary course of business consistent with past practice and (ii) there has not been any event, development or state of circumstances that has had or is reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. For purposes of this Section 3.11, facts, circumstances, events or changes that are known by the Company and have a materially disproportionate effect on the industries in which the Company and its Subsidiaries operate in the United States shall constitute a Company Material Adverse Effect.

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Section 3.12 Investigations; Litigation. As of the date of this Agreement, (a) there is, to the knowledge of the Company, no investigation or review pending (or, to the knowledge of the Company, threatened) by any Governmental Entity with respect to the Company or any of its Affiliates or, to the knowledge of the Company, any Managed Practice which would have, individually or in the aggregate, a Company Material Adverse Effect, and (b) there are no actions, suits, inquiries, investigations, arbitration, mediation or proceedings pending (or, to the knowledge of the Company, threatened) against or affecting the Company or any of its Affiliates, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case of clause (a) or (b), which have had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 3.13 Schedule 13E-3/Proxy Statement; Other Information.

None of the information provided by the Company to be included in (a) the Rule 13e-3 transaction statement on Schedule 13E-3 related to the Merger (the “Schedule 13E-3”) or (b) the Proxy Statement will, in the case of the Schedule 13E-3, as of the date of its filing and of each amendment or supplement thereto and, in the case of the Proxy Statement, (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto and (ii) at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Proxy Statement and the Schedule 13E-3, as to information supplied by the Company, will comply as to form in all material respects with the provisions of the Exchange Act. The letter to shareholders, notice of meeting, proxy statement and forms of proxy to be distributed to shareholders in connection with the Merger and to be filed with the SEC are collectively referred to herein as the “Proxy Statement.” Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the information supplied by Parent or Merger Sub or any of their respective Representatives that is contained or incorporated by reference in the Proxy Statement or the Schedule 13E-3.

Section 3.14 Tax Matters.

(a)(i) Except as would not have, individually or in the aggregate, an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries and, to the knowledge of the Company, each of the Managed Practices have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them and all such filed Tax Returns are complete and accurate; (ii) the Company and each of its Subsidiaries, and to the knowledge of the Company, each of the Managed Practices, have paid all Taxes that are required to be paid by any of them (whether or not shown on any Tax Return); (iii) there are not pending or, to the knowledge of the Company, threatened in writing, any audits, examinations, investigations, actions, suits, claims or other proceedings in respect of Taxes of the Company or any of its Subsidiaries nor has any deficiency for any Tax of the Company or any of its Subsidiaries been assessed by any Governmental Entity in writing against the Company or any of its Subsidiaries, or to the knowledge of the Company, against the Managed Practices (except, in the case of clause (i), (ii) or (iii) above or clause (iv) or (v) below, with respect to matters contested in good faith or for which adequate reserves have been established in accordance with GAAP); (iv) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of the Managed Practices has made any payments or has been or is a party to any agreement, contract, arrangement or plan that provides for payments that were not deductible or could reasonably be expected to become nondeductible under Section 162(m) or Section 280G of the Code; (v) all Taxes required to be withheld by the Company and its Subsidiaries and, to the knowledge of the Company, the Managed Practices have been withheld and paid over to the appropriate Tax authority; (vi) the Company has not been a “controlled corporation” or a “distributing corporation” in any distribution occurring during the two-year period ending on the date of this Agreement that was intended to be governed by Section 355 of the Code; (vii) neither the Company nor any of its Subsidiaries nor any Managed Practice has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; (viii) no jurisdiction where the Company and its Subsidiaries do not file a Tax Return has made a claim that any of the Company and its Subsidiaries is required to file a Tax Return in such jurisdiction;

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(ix) neither the Company nor any of its Subsidiaries has any liability for the Taxes of any person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise and (x) neither the Company nor any of its Subsidiaries has entered into any transaction defined under Sections 1.6011-4(b)(2), -4(b)(3) or -4(b)(4) of the Treasury Regulations promulgated under the Code.

(b) As used in this Agreement, (i) “Taxes” means all (i) United States federal, state or local or non-United States taxes, assessments, charges, duties, levies or other similar governmental charges of any nature, including all income, franchise, profits, capital gains, capital stock, transfer, sales, use, occupation, property, excise, severance, windfall profits, stamp, stamp duty reserve, license, payroll, withholding, ad valorem, value added, alternative minimum, environmental, customs, social security (or similar), unemployment, sick pay, disability, registration and other taxes, assessments, charges, duties, fees, levies or other similar governmental charges of any kind whatsoever, whether disputed or not, together with all estimated taxes, deficiency assessments, additions to tax, penalties and interest; (ii) any liability for the payment of any amount of a type described in clause (i) arising as a result of being or having been a member of any consolidated, combined, unitary or other group or being or having been included or required to be included in any Tax Return related thereto; and (iii) any liability for the payment of any amount of a type described in clause (i) or clause (ii) as a result of any obligation to indemnify or otherwise assume or succeed to the liability of any other person, and (ii) “Tax Return” means any return, report or similar filing (including the attached schedules) required to be filed with respect to Taxes, including any information return or declaration of estimated Taxes.

Section 3.15 Labor Matters.

(a) Neither the Company nor any of its Affiliates nor, to the Company’s knowledge, any of the Managed Practices is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. To the Company’s knowledge, there are no pending material representation petitions involving either the Company or any of its Affiliates or, to the Company’s knowledge, any of the Managed Practices before the National Labor Relations Board or any state labor board. Neither the Company nor any of its Affiliates nor, to the Company’s knowledge, any of the Managed Practices is subject to any material unfair labor practice charge or complaint, dispute, strike or work stoppage. Except as set forth on Section 3.15 of the Company Disclosure Schedule, to the knowledge of the Company, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of the Company or any of its Affiliates or any of the Managed Practices.

(b) The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices to the knowledge of the Company, the Managed Practices are in compliance, in all material respects, with all employment agreements, consulting and other service contracts, written employee or human resources personnel policies (to the extent they contain enforceable obligations), handbooks or manuals, and severance or separation agreements, except in each case that would not, individually or in the aggregate, be material to the Company and its Affiliates, taken as a whole. The Company and each of its Affiliates and, to the knowledge of the Company, each of the Managed Practices are in compliance in all material respects with applicable Laws related to employment, employment practices, wages, hours and other terms and conditions of employment, except in each case that would not, individually or in the aggregate, be material to the Company and its Affiliates, taken as a whole. As of the date of this Agreement, neither the Company nor any of its Affiliates has a material labor or employment dispute currently subject to any grievance procedure, arbitration or litigation, or to the knowledge of the Company, threatened against it.

Section 3.16 Intellectual Property. The Company or its Affiliates own, or are licensed or otherwise possess legally enforceable rights to use, free and clear of all Liens (other than Permitted Liens), all intellectual property of any type, registered or unregistered and however denominated, including all trademarks, service marks, trade names, Internet domain names and other brand or source identifiers, together with all registrations and applications thereof and the goodwill associated therewith, registered and unregistered copyrights, patents and patent applications, computer software, data and databases, inventions, know-how, trade secrets and all other confidential and proprietary technology and information and rights to

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sue and other choices of action arising from any of the foregoing (collectively, the “Intellectual Property”) necessary for the conduct of their respective businesses in all material respects as currently conducted (the “Company Intellectual Property”). Section 3.16 of the Company Disclosure Schedule sets forth all (i) Company Intellectual Property that has been registered or applied for with any Governmental Entity and any Internet domain name registrars, (ii) all software owned or used by the Company or any of its Affiliates (other than off-the-shelf software with a replacement cost and/or annual license fee of less than $50,000 and (iii) all material unregistered trademarks and copyrights. The Company Intellectual Property is valid, subsisting and to the knowledge of the Company, enforceable. Except as set forth on Section 3.16 of the Company Disclosure Schedule, (a) as of the date of this Agreement, there are no pending or, to the knowledge of the Company, threatened claims, nor have there been any such claims within the past six (6) years, by any person alleging infringement, dilution, misappropriation or other violation by the Company or any of its Affiliates of any Intellectual Property of any person or challenging the validity, enforceability, ownership or use of any Company Intellectual Property, (b) to the knowledge of the Company, the conduct of the business of the Company and its Affiliates does not infringe, dilute, misappropriate or otherwise violate any Intellectual Property rights of any person, and neither the Company nor any of its Affiliates has received notice of any of the foregoing, including an “invitation to license” or other communication from any third party asserting that the Company or any of its Affiliates is or may be obligated to take a license under any Intellectual Property owned by any third party in order to continue to conduct their respective businesses as they are currently conducted, (c) in the past two (2) years, neither the Company nor any of its Affiliates has made any claim in writing of any violation, infringement, dilution or misappropriation by others of its rights to or in connection with the Company Intellectual Property, (d) to the knowledge of the Company, no person is infringing, diluting, misappropriating or otherwise violating any Company Intellectual Property in a manner that would have a material impact on the Business, (e) the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement shall not result in the loss or reduction in scope of any material Company Intellectual Property, whether by termination or expiration of any license, the performance of any license pursuant to its terms, or other means. The Company and its Affiliates have taken commercially reasonable actions to protect, preserve, and maintain the validity and effectiveness of all material Company Intellectual Property, including, but not limited to paying all applicable fees related to the registration, maintenance, and renewal of any such owned Company Intellectual Property. The Company and its Affiliates own all right, title and interest in and to all material Intellectual Property created by any present or former employee in the course of his or her employment with the Company or its Affiliates, as the case may be. The computer systems, including the software, firmware, hardware, networks, interfaces, and related systems owned or used by the Company and its Affiliates in the conduct of its business are sufficient in all material respects for the needs of the Company and its Affiliates.

Section 3.17 Real Property.

(a) Section 3.17(a) of the Company Disclosure Schedule contains a list of the addresses of all land, together with all buildings located thereon, and all easements and other rights and interests appurtenant thereto, owned by the Company or any Affiliate of the Company (the “Owned Real Properties”). Except as disclosed in Section 3.17(a) of the Company Disclosure Schedule, except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or an Affiliate of the Company has good and marketable indefeasible fee simple title to each of the Owned Real Properties free and clear of all leases, rights to use or occupy, tenancies, options to purchase or lease, rights of first refusal, rights of first offer, claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) leases to an Affiliate of the Company that the Company or an Affiliate of the Company may freely amend or terminate without the consent of any other person, (B) statutory liens securing payments not yet due or payable, (C) mortgages, or deeds of trust, security interest or other encumbrances on title related to Indebtedness reflected on the consolidated financial statements of the Company, and (D) Permitted Liens. (b) Section 3.17(b) of the Company Disclosure Schedule contains a list of all leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which the Company or any Affiliate of the Company holds any interests in real property (other than Owned Real Property) with reference to the addresses for all such real property (the “Leased Real Properties”, and together with the Owned Real Properties, the “Real Properties”). Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) the

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Company or an Affiliate of the Company has good leasehold title with respect to each of the Leased Real Properties, subject only to (A) subleases to an Affiliate of the Company, (B) statutory liens securing payments not yet due or payable, (C) Easements, covenants, conditions, restrictions and other similar matters of record that do not materially affect the continued use of the property for the purposes for which the property is currently being used, and (D) Permitted Liens; (ii) to the knowledge of the Company, each lease of the Leased Real Properties is the legal, valid, binding obligation of the Company or an Affiliate of the Company, in full force and effect and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, and principles of equity affecting creditors’ rights and remedies generally; (iii) neither the Company nor, to the knowledge of the Company, any Affiliate of the Company nor any other party of any of such leases, is in breach or default under any such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; and (iv) the Company or any of its Affiliates has not subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof.

(c) The Real Properties comprise all of the real property used or being developed for use, or otherwise related to, the business conducted by the Company and its Affiliates. The buildings, structures, improvements, fixtures, building systems and equipment included in the Real Property (the “Improvements”) are, in all material respects, generally in good condition and repair (taken as a whole), ordinary wear and tear excepted, and sufficient for the operation of the business of the Company or its Affiliates, as applicable, in all material respects consistent with past practice.

Section 3.18 Opinion of Financial Advisor.

The Special Committee has received the opinion of Morgan Joseph & Co. Inc. (the “Advisor”) dated on or about the date of this Agreement, to the effect that, as of such date, the Merger Consideration to be received by the holders of the Company Common Stock (other than Participating Holders) is fair to such holders from a financial point of view. The Company has been authorized by the Advisor to permit the inclusion in full of such opinion in the Proxy Statement. As of the date of this Agreement, no such opinion has been withdrawn, revoked or modified.

Section 3.19 Required Vote of the Company Shareholders.

The affirmative vote of the holders of a majority of the voting power of Company Common Stock outstanding on the record date of the Company Meeting, voting together as a single class, is the only vote of holders of securities of the Company which is required to approve this Agreement and the Merger (the “Company Shareholder Approval”).

Section 3.20 Material Contracts.

(a) Except as disclosed in this Agreement and the Company Disclosure Schedules, the Company Benefit Plans or such Contracts as are filed with the SEC, as of the date of this Agreement, neither the Company nor any of its Affiliates nor Managed Practices is a party to or bound by any Contract that:

(i) constitutes a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);

(ii) contains covenants binding upon the Company or any of its Affiliates or Managed Practices that materially restricts the ability of the Company or any of its Affiliates or Managed Practices (or which, following the consummation of the Merger, could materially restrict or impair the ability of the Surviving Corporation or its Affiliates or Managed Practices) to compete in any business, or that restricts the ability of the Company or any of its Affiliates or Managed Practices (or which, following the consummation of the Merger, would restrict or impair the ability of the Surviving Corporation or its Affiliates or Managed Practices) to compete with any person or in any geographic area in any material respect;

(iii) relates to the lease or license of any material asset, including material Intellectual Property (excluding licenses for off-the-shelf software with a replacement cost and/or annual license fee of less than $75,000 per annum);

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(iv) relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the Business;

(v) relates to any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness providing for borrowings in excess of $2,500,000;

(vi) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its Affiliates, prohibits the pledging of the capital stock of the Company or any Affiliate of the Company, or prohibits the issuance of guarantees by any Affiliate of the Company;

(vii) relates to any acquisition, divestiture, merger or similar transaction involving the Company or any its Affiliates pursuant to which the Company or any of its Affiliates has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that could result in payments in excess of $750,000;

(viii) other than any acquisition permitted under clause (vii) above, obligates the Company to make any capital commitment or expenditure in excess of $750,000 (excluding existing plans for capital commitments and expenditures of the Company for 2007 and the first quarter of 2008 that have previously been made available to Parent);

(ix) involves any directors, executive officers or 5% or greater of stockholders of the Company or with respect to the voting or registration of the capital stock of the Company or any of its Affiliates;

(x) by its terms calls for aggregate payment or receipt by the Company and its Affiliates under such Contract of more than $2,000,000 over the remaining terms of such Contract (excluding any third party payor agreements, physician employment agreements, real estate leases and capital leases); or

(xi) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (xi) of this Section 3.20(a), together with all Material Leases, all administrative services agreements, transition agreements and stock pledges, physician employment agreements and all other employment agreements being referred to herein as “Company Material Contracts”).

(b) Neither the Company nor any Affiliate of the Company is in breach of or default under the terms of any Company Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no other party to any Company Material Contract is in breach of default under the terms of any Company Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company or an Affiliate of the Company which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, and principles of equity affecting creditors’ rights and remedies generally.

Section 3.21 Finders or Brokers.

Except for the Advisor and Wachovia Capital Markets, LLC, neither the Company nor any of its Affiliates has engaged any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who is entitled to any fee or any commission in connection with or upon consummation of the Merger. The Company has made available to Parent a complete and correct copy of any Contract with the Advisor pursuant to which any fees may be payable by the Company in connection with this Agreement and the transactions contemplated by this Agreement.

Section 3.22 Insurance.

(a) The Company and its Affiliates and Managed Practices own or hold policies of insurance, or are self-insured, in amounts providing reasonably adequate coverage against all risks customarily insured against by companies and their Affiliates in similar lines of business as the Company and its Affiliates and Managed

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Practices, and in amounts sufficient to comply with all Material Contracts to which the Company or its Affiliates or Managed Practices are parties or are otherwise bound. Section 3.22 of the Company Disclosure Schedule sets forth a list of all material insurance policies (including directors’ and officers’ liability insurance and fiduciary liability insurance) maintained by the Company or its Affiliates or Managed Practices, including the premiums payable in connection therewith, and a description of all self-insurance programs of the Company and/or its Affiliates. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (a) all insurance policies maintained by the Company and its Affiliates and Managed Practices are in full force and effect (and were in full force and effect during the periods of time such insurance policies were purported to be in effect) and all premiums due and payable thereon have been paid; and (b) neither the Company nor any of its Affiliates nor Managed Practices is in breach or default of any of the insurance policies, and to the Company’s knowledge, neither the Company nor any of its Affiliates nor Managed Practices has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default or permit termination or modification of any of the insurance policies. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Affiliates nor Managed Practices has received any notice of termination or cancellation or denial of coverage with respect to any insurance policy.

(b) To the Company’s knowledge, Batan Insurance Company, a Cayman Island corporation (“Batan Insurance”) has conducted and is conducting its operations in all material respects in accordance with its plan of operations, a true and complete copy of which has been made available to Parent prior to the date hereof. To the Company’s knowledge, Batan Insurance has posted reserves in relation to the anticipated payment of benefits, losses, claims and expenses under any insurance Contract or policy that it is party to or is bound by, and all such reserves (i) are reflected adequately in all material respects in the financial statements of Batan Insurance and the Company, and (ii) were calculated in all material respects in accordance with generally accepted actuarial assumptions given the circumstances under which such Contract or policy was written. To the Company’s knowledge, the cash balances of Batan Insurance are sufficient to satisfy the requirements, if any, of applicable Law.

Section 3.23 Takeover Statutes; Rights Plan.

No “fair price,” “affiliated transactions,” “moratorium,” “control share acquisitions,” “business combination” or other similar anti-takeover statute, provision or regulation (including Sections 607.0901 and 607.0902 of the FBCA) enacted under state or federal Laws in the United States applicable to the Company (collectively, “Anti-Takeover Statutes”) is applicable to the Merger or the other transactions contemplated by this Agreement or the Support and Voting Agreements and the transactions contemplated by the Support and Voting Agreements.

Section 3.24 Affiliate Transactions.

There are no material transactions, agreements, arrangements or understandings between (i) the Company or any of its Subsidiaries, on the one hand, and (ii) any Affiliate of the Company (other than any of its Subsidiaries or the Managed Practices) on the other hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act which have not been so disclosed prior to the date hereof (such transactions referred to herein as “Affiliate Transactions”).

Section 3.25 Indebtedness.

Section 3.25 of the Company Disclosure Schedule sets forth, as of the date of this Agreement or such other date as is set forth in such schedule, all of the outstanding Indebtedness for borrowed money of, and all the outstanding guarantees of Indebtedness for borrowed money of any person by, the Company and each of its Affiliates. As of the date of this Agreement there is not, and as of the Effective Time there will not be, any Indebtedness for borrowed money of, or guarantees of Indebtedness for borrowed money of any person by, the Company and each of its Affiliates except as set forth on Section 3.25 of the Company Disclosure Schedule and except as may be incurred in accordance with Section 5.1.

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Section 3.26 Disclosure of Material Information.

To the best of the Company’s knowledge all information (other than projections provided to Parent or any of its Affiliates or any of its financing sources, and other than information of a general economic or industry nature) concerning the Company or its Affiliates that has been made available or will be made available to Parent or its debt financing sources by the Company or any of its representatives in connection with the transactions contemplated by this Agreement is, or will be when furnished (taken as a whole), complete and correct in all material respects and does not, or will not when furnished (taken as a whole), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made.

Section 3.27 Disclaimer of Other Representation and Warranties.

The Company does not make, and has not made, any representations or warranties in connection with the Merger and the transactions contemplated hereby other than those expressly set forth herein, including those items set forth in the Company Disclosure Schedule or incorporated herein by reference. For the avoidance of doubt, notwithstanding the fact that Parent and Merger Sub and their representatives have been afforded the opportunity, prior to the date of this Agreement, to ask questions of, and receive answers from the Company and its management, it is understood that any responses from or other information provided by the Company, or its management, including, but not limited to any data, financial information or any memoranda or other materials of any nature whatsoever or any presentations are not and shall not be deemed to be or to include representations and warranties of the Company except as otherwise set forth herein or in the Company Disclosure Schedule.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as disclosed in the disclosure schedule delivered by Parent to the Company immediately prior to the execution of this Agreement (the “Parent Disclosure Schedule”), Parent and Merger Sub represent and warrant to the Company as follows:

Section 4.1 Qualification; Organization, Subsidiaries, etc.

Each of Parent and Merger Sub is a legal entity duly organized, validly existing and in good standing or with active status under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing or with active status as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing or with active status, or to have such power or authority, would not, individually or in the aggregate, prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement (a “Parent Material Adverse Effect”). Parent has made available to the Company prior to the date of this Agreement a true and complete copy of the articles of incorporation and bylaws or other equivalent organizational documents of Parent and Merger Sub, each as amended through the date of this Agreement. The articles of incorporation and bylaws or similar organizational documents of Parent and Merger Sub are in full force and effect, except as would not have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor Merger Sub is in violation of any provisions of its articles of incorporation or bylaws or similar organizational documents, other than such violations as would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.2 Corporate Authority Relative to This Agreement; No Violation.

(a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery

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of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent, as the sole shareholder of Merger Sub, and, except for the delivery to the Department of State of the State of Florida for filing of the Articles of Merger, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the consummation of the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting the enforcement of creditors’ rights generally, and (ii) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

(b) Other than in connection with or in compliance with (i) the FBCA, including, but not limited to, the delivery to the Department of State of the State of Florida for filing of the Articles of Merger, (ii) the Securities Act, the Exchange Act, state securities, takeover and “blue sky” laws and (iii) the HSR Act (collectively, the “Parent Approvals”), no authorization, consent, permit, action or approval of, or filing with, or notification to, any Governmental Entity is necessary for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for any such authorization, consent, permit, action, approval, filing or notification the failure of which to make or obtain would not (A) individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or (B) reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby.

(c) The execution and delivery by Parent and Merger Sub of this Agreement does not, and, except as described in Section 4.2(b), the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not (i) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit or license agreement binding upon Parent or any of its Subsidiaries, or to which any of them is a party or any of their respective properties are bound, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the articles of incorporation or bylaws or other equivalent organizational document, in each case as amended, of Parent or any of its Subsidiaries or (iii) conflict with or violate any applicable Laws, other than, in the case of clauses (i), (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.3 Investigations; Litigation.

As of the date hereof, there is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case, which would have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.4 Schedule 13E-3/Proxy Statement; Other Information.

None of the information provided by Parent or its Subsidiaries to be included in the Schedule 13E-3 or the Proxy Statement will, in the case of the Schedule 13E-3, as of the date of its filing (which shall be no later than 30 (thirty) days from the date hereof) and of each amendment or supplement thereto and, in the case of the Proxy Statement, (i) at the time of the mailing of the Proxy Statement or any amendments or supplements thereto and (ii) at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in

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light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any information so provided by Parent or Merger Sub that subsequently changes or becomes incomplete or incorrect to the extent such changes or failure to be complete or correct are promptly disclosed to the Company and to the further extent that Parent and Merger Sub reasonably cooperate with the Company in preparing, filing or disseminating updated information to the extent required by Law. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to any information supplied by the Company or any of its Representatives that is contained or incorporated by reference in the Proxy Statement or the Schedule 13E-3.

Section 4.5 Financing.

Parent has delivered to the Company true, accurate and complete copies of (a) executed equity commitment letters to provide equity financing to Parent and/or Merger Sub and (b) an executed debt commitment letter and related term sheets (the “Debt Commitment Letter” and together with the equity commitment letters described in clause (a), the “Financing Commitments”) pursuant to which, and subject to the terms and conditions thereof, certain lenders and their Affiliates have committed to provide and arrange the financings described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated by this Agreement (the “Debt Financing” and together with the equity financing referred to in clause (a), the “Financing”). As of the date of this Agreement, (i) the Financing Commitments are in full force and effect and have not been withdrawn or terminated or otherwise amended or modified in any respect (except as permitted by this Agreement) and (ii) neither Parent nor Merger Sub is in breach of any of the terms or conditions set forth therein that could reasonably be expected to constitute a failure to satisfy a condition precedent set forth in the Financing Commitments. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Article III, and the satisfaction of the conditions set forth in Sections 6.1 and 6.3, neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy the conditions of closing to be satisfied by it set forth in the Financing Commitments on the Closing Date. Assuming the funding of the Financing in accordance with the Financing Commitments and the true and correctness of the Company’s representations and warranties set forth in Article III, the proceeds from such Financing constitute all of the financing required for the consummation of the transactions contemplated by this Agreement, and, together with cash on hand from operations of the Company, are sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Merger Consideration and the Option and Stock-Based Award Consideration (and any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation). All of the conditions precedent to the obligations of the lenders under the Debt Commitment Letter to make the Debt Financing available to Parent and/or Merger Sub are set forth in the Debt Commitment Letter, and the equity commitment letter contains all of the conditions precedent to the obligations of the funding party to make the equity financing thereunder available to Parent and/or Merger Sub on the terms therein. Notwithstanding anything in this Agreement to the contrary, one or more Debt Commitment Letters may be amended, modified, supplemented, restated or superseded at the option of Parent and Merger Sub after the date of this Agreement but prior to the Effective Time (the “New Financing Commitments”); provided that the terms of any New Financing Commitment shall not (i) reduce the aggregate amount of the Financing, (ii) expand upon the conditions precedent to the Financing as set forth in the Debt Commitment Letter in any material respect, or (iii) reasonably be expected to delay the Closing beyond the End Date. In such event, the terms “Debt Commitment Letter” and “Financing Commitments” as used herein shall be deemed to include the Debt Commitment Letters that are not so amended, modified, supplemented, restated or superseded at the time in question and the New Financing Commitments to the extent then in effect.

Section 4.6 Capitalization of Merger Sub.

As of the date of this Agreement, the authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent. Merger Sub has outstanding no option, warrant, right, or any other agreement pursuant to which any person other than Parent may acquire any equity security of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has, and prior to the Effective

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Time will have, no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Section 4.7 Finders or Brokers.

Neither Parent nor any of its Subsidiaries has employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who is entitled to any fee or any commission in connection with or upon consummation of the Merger.

Section 4.8 Lack of Ownership of Company Common Stock.

Neither Parent nor any of its Subsidiaries beneficially owns, directly or indirectly, any shares of Company Common Stock or other securities convertible into, exchangeable into or exercisable for shares of Company Common Stock. Other than the Support and Voting Agreements and the transactions contemplated thereby, there are no voting trusts or other agreements, arrangements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of its Subsidiaries nor are there any agreements, arrangements or understandings to which Parent or any of its Subsidiaries is a party with respect to the acquisition, divestiture, retention, purchase, sale or tendering of the capital stock or other equity interest of the Company or any of its Subsidiaries.

Section 4.9 Interest in Competitors.

Neither Parent nor Merger Sub owns any interest(s), nor do any of their respective Affiliates insofar as such Affiliate-owned interests would be attributed to Parent or Merger Sub under the HSR Act, in any entity or person that derives a substantial portion of its revenues from a line of business within the Company’s principal lines of business.

Section 4.10 No Additional Representations.

Parent acknowledges that it has conducted to its satisfaction an independent investigation of the Company in making its determination to proceed with the transactions contemplated by this Agreement. Parent acknowledges that neither the Company nor any person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent and its Representatives except as expressly set forth in Article III (or the Company Disclosure Schedules referred to therein), and neither the Company nor any other person shall be subject to any liability to Parent or any of its Affiliates resulting from the Company’s making available to Parent or Parent’s use of such information provided or made available to Parent or its Representatives, or any information, documents or material made available to Parent in the due diligence materials provided to Parent, other management presentations (formal or informal) or in any other form in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, the Company makes no representation or warranty to Parent with respect to any financial projection, forecast, estimate or budget relating to the Company or any of its Subsidiaries, whether or not included in any management presentation, disclosure or otherwise delivered to or made available to Parent or Merger Sub or any of their respective Affiliates or any representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or of the future business and operations of the Company and its Subsidiaries.

Section 4.11 Solvency.

As of the date hereof, to the knowledge of Parent and Merger Sub assuming (i) satisfaction of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, or waiver of such conditions, (ii) the accuracy of the representations and warranties of the Company set forth in Article III (for such purposes, such representations and warranties shall be true and correct in all material respects without giving effect to any “knowledge”, materiality or “Company Material Adverse Effect” qualification or exception), and (iii) estimates, projections or forecasts provided by the Company to Parent prior to the date hereof have been prepared in good faith on assumptions that were and continue to be reasonable (provided, however, nothing herein shall be deemed to be a guarantee of the accuracy of the information set forth therein), immediately following the Effective Time and after giving effect to the Merger and the other transactions contemplated

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hereby, the Surviving Corporation and each of its Subsidiaries (on a consolidated basis) will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair market value (on a going concern basis) of its assets or because the fair saleable value of its assets is less than the amount required to pay its probable liability on its existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business or (iii) have incurred debts beyond its ability to pay as they become due.

Section 4.12 Management Agreements.

Other than (i) this Agreement and (ii) the Support and Voting Agreements and the agreements, arrangements, transactions contemplated thereby, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Sub or any of their Affiliates, on the one hand, and any member of the Company’s management or the Board of Directors or any Participating Holders, on the other hand relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective Time.

Section 4.13 Disclaimer of Other Representation and Warranties.

Parent and Merger Sub do not make, and have not made, any representations or warranties, express or implied, in connection with the Merger and the transactions contemplated hereby other than those expressly set forth herein.

ARTICLE V

CERTAIN AGREEMENTS

Section 5.1 Conduct of Business by the Company and Parent.

(a) From and after the date of this Agreement and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be required, permitted or expressly contemplated by this Agreement or (iv) as set forth in Section 5.1 of the Company Disclosure Schedule, the Company agrees with Parent that (A) the business of the Company and its Affiliates shall be conducted in, and such entities shall not take any action except in, the ordinary course of business and the Company shall use commercially reasonable efforts to (1) preserve intact its and its Affiliates’ present business organization and capital structure; (2) maintain in effect all material Company Permits that are required for the Company or its Affiliates to carry on their respective businesses; (3) keep available the services of present officers and key employees; (4) maintain the current relationships with its lenders, suppliers and other persons with which the Company or its Affiliates have significant business relationships; and (5) maintain the Real Property, including all of the Improvements, in substantially the same condition as of the date of this Agreement, ordinary wear and tear excepted, and shall not, except in the ordinary course of business, demolish or remove any of the existing Improvements or erect new Improvements on the Real Property or any portion thereof; provided, however, that no action by the Company or its Affiliates with respect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

(b) The Company agrees with Parent, on behalf of itself and its Affiliates, that between the date of this Agreement and the Effective Time or the Termination Date, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company:

(i) shall not authorize, declare or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of the Company) other than a dividend or distribution by a wholly owned Subsidiary of the Company to the Company in the ordinary course of business;

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(ii) shall not, and shall not permit any of its Affiliates to, split, combine or reclassify any of its capital stock or other equity securities or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity securities, except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction;

(iii) except as required by existing written agreements or Company Benefit Plans, or as otherwise required by applicable Law (including Section 409A of the Code), shall not, and shall not permit any of its Affiliates to (A) except in the ordinary course of business, increase or accelerate the payment of the compensation or other benefits payable or provided to the Company’s present or former directors, officers or employees, (B) approve or enter into, and will use its reasonable best efforts to cause the Managed Practices not to approve or enter into, any employment, change of control, severance or retention agreement with any non-physician employee of the Company or Managed Practice (except (1) for employment agreements terminable on less than thirty (30) days’ notice without penalty or severance obligation or (2) for severance agreements entered into with employees (other than officers) in the ordinary course of business in connection with terminations of employment that do not involve payments in excess of $200,000), (C) approve or enter into, and will use its reasonable best efforts to cause the Managed Practices not to approve or enter into, any employment or retention agreement with any physician employee of the Company or Managed Practice that provides for potential aggregate annual compensation, severance or any change of control payment(s), in any such case, in excess of $750,000, or (D) establish, adopt, enter into, amend, terminate or waive any rights with respect to any (x) collective bargaining agreement, (y) any plan, trust, fund, policy or arrangement for the benefit of any current or former directors, officers or employees or any of their beneficiaries, except, in the case of clause (y) only, as would not, individually or in the aggregate, cause the accelerated payment of any compensation or benefits or result in a material increase in cost to the Company or (z) any Company Benefit Plan;

(iv) shall not, and shall not permit any of its Affiliates to, change in any material respects any financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP, SEC rule or policy or applicable Law;

(v) shall not, and shall not permit any of its Affiliates to, adopt any amendments to its articles of incorporation or bylaws or similar applicable charter documents;

(vi) except for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, shall not, and shall not permit any of its Affiliates to, issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of its capital stock or other ownership interest in the Company or any of its Affiliates or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire or with respect to any such shares of capital stock, ownership interest or convertible or exchangeable securities or take any action to cause to be exercisable any otherwise unexercisable option under any existing stock option plan (except as otherwise provided by the terms of this Agreement or the express terms of any unexercisable options outstanding on the date of this Agreement), other than issuances of shares of Company Common Stock in respect of any exercise of Company Stock Options in each case outstanding on the date of this Agreement.

(vii) except for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, shall not, and shall not permit any of its Affiliates to, directly or indirectly, purchase, redeem or otherwise acquire any shares of its capital stock or any rights, warrants or options to acquire any such shares;

(viii) shall not, and shall not permit any of its Affiliates to, incur, assume, guarantee, prepay or otherwise become liable for, modify in any material respect the terms of, any Indebtedness for borrowed money or become responsible for the obligations of any person (directly, contingently or otherwise), except for (A) any intercompany Indebtedness for borrowed money among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, (B) Indebtedness for borrowed

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money incurred to replace, renew, extend, refinance or refund any existing Indebtedness for borrowed money set forth on Section 3.25 of the Company Disclosure Schedule without increasing the amount of such permitted borrowings or incurring breakage costs, and provided that, except as set forth on Schedule 5.1(b)(viii), any such Indebtedness is prepayable with out premium or penalty, or with premium or penalty that is no greater than the prepayment premium or penalty applicable to the Indebtedness replaced by such Indebtedness, (C) guarantees by the Company of Indebtedness or borrowed money of the Company, which Indebtedness for borrowed money is incurred in compliance with this Section 5.1(b)(viii), (D) Indebtedness for borrowed money incurred pursuant to the terms of agreements in effect prior to the execution of this Agreement, including amounts available but not borrowed as of the date of this Agreement, to the extent such agreements are set forth on Section 3.25 of the Company Disclosure Schedule and (E) Indebtedness for borrowed money not to exceed $5,000,000 (excluding existing plans for capital expenditures and working capital requirements of the Company for 2007 and the first quarter of 2008 that have previously been made available to Parent) in aggregate principal amount outstanding at any time incurred by the Company and its Subsidiaries other than in accordance with clauses (A)-(E), inclusive;

(ix) except for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, shall not, and shall cause its Affiliates not to, sell, lease, license, transfer, exchange or swap, mortgage or otherwise encumber (including securitizations), or subject to any Lien (other than Permitted Liens) or otherwise dispose of (whether by merger, consolidation or acquisition of stock or assets, license or otherwise), any material portion of its or its Affiliates’ properties or assets, including the capital stock of Affiliates, other than in the ordinary course of business consistent with past practice with an aggregate value not to exceed $1,000,000 and other than (A) pursuant to existing agreements in effect prior to the execution of this Agreement, (B) as may be required by applicable Law or any Governmental Entity in order to permit or facilitate the consummation of the transactions contemplated by this Agreement or (C) dispositions of obsolete equipment in the ordinary course of business consistent with past practice;

(x) shall not, and shall not permit any of its Affiliates to, modify, amend, terminate or waive any rights under any Company Material Contract, or any Contract that would be a Company Material Contract if in effect on the date of this Agreement, in any material respect in a manner which is adverse to the Company;

(xi) shall not, and shall not permit any of its Affiliates to, enter into any Company Material Contracts other than in the ordinary course of business;

(xii) shall not, and shall not permit any of its Affiliates to, enter into, amend, waive or terminate (other than terminations in accordance with their terms) any Affiliate Transaction, other than continuing any Affiliate Transactions pursuant to the terms and conditions thereof in existence on the date of this Agreement;

(xiii) shall not, and shall not permit any of its Affiliates to, without the prior written consent of Parent, except to the extent required by Law, adopt or change any accounting method or accounting period for Tax purposes, make any amendment in any Tax Return, make or change any Tax election, settle or compromise any Tax liability of the Company or any of its Affiliates, agree to an extension of the statute of limitations with respect to the assessment or determination of material Taxes of the Company or any of its Affiliates, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund;

(xiv) shall not, and shall not permit any of its Affiliates to, adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company, or any of its Affiliates (other than the Merger);

(xv) shall not, and shall not permit any of its Affiliates to, write up, write down or write off the book value of any assets that are, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, other than as may be required by GAAP or applicable Law;

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(xvi) shall not, and shall not permit any of its Affiliates to, pay, discharge, waive, settle or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than (A) in the ordinary course of business consistent with past practice or (B) any claim, liability or obligation not in excess of $250,000 individually or $750,000 in the aggregate, excluding any amounts which may be paid under the Company’s or its Affiliates’ insurance policies;

(xvii) shall not and shall not permit any of its Affiliates to enter into any new line of business or discontinue any line of business;

(xviii) shall not and shall not permit any of its Affiliates to settle, pay or discharge, any litigation, investigation, arbitration, proceeding or other claim liability or obligation except in the ordinary course not in excess of $250,000 individually or $750,000 in the aggregate, excluding any amounts which may be paid under existing insurance policies;

(xix) except in the ordinary course of business and consistent with the Company’s historical practices and except as set forth in the Company plans for 2007 and for the first quarter of 2008, shall not and shall not permit any of its Affiliates to amend, modify, extend, renew or terminate any lease for any Leased Real Property, and shall not enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property; provided, however, that the above exceptions shall not apply to any transaction with any Affiliates of the Company;

(xx)(A) take, or fail to take, any action that could reasonably be expected to result in, any loss, lapse, abandonment, invalidity or unenforceability of any material Company Intellectual Property; or (B) enter into any agreement with any other person that materially limits or restricts the ability of the Company or any of its Affiliates to conduct certain activities or use certain assets (including any Company Intellectual Property);

(xxi) shall not and shall not permit any of its Affiliates to, authorize, or make any commitment with respect thereto, any capital expenditure in excess of $1,000,000 individually or $3,000,000 in the aggregate (including, without limitation, expenditures for acquisitions of assets or entities, joint ventures and the establishment of de novo centers), except for capital expenditures that are contemplated by the Company’s existing plan for capital expenditures for 2007 and the first quarter of 2008 previously made available to Parent;

(xxii) shall not and shall cause its Affiliates not to, fail to maintain in full force and effect material insurance policies covering the Company and its Affiliates and their respective properties, assets and businesses in a form and amount consistent with past practice;

(xxiii) shall not and shall not permit any of its Affiliates to take any action (including rescinding, amending or modifying any bylaw amendment or previous authorization or approval of the Board of Directors, Special Committee or disinterested directors) that would or could reasonably be expected to cause any Anti-Takeover Statute to be or become applicable to the Merger and the other transactions contemplated by this Agreement or to the Support and Voting Agreements and the agreements contemplated by the Support and Voting Agreements; or

(xxiv) other than transactions between the Company and its Subsidiaries or transactions among the Company’s Subsidiaries, shall not and shall not permit any of its Affiliates to make any loan or advances to any other person, except for (x) any loan or advance to any employee of the Company in the ordinary course of business not to exceed $10,000, or (y) any loan or advance to any other person not to exceed $50,000; or

(xxv) shall not, and shall not permit any of its Affiliates to acquire (including by merger, consolidation, or acquisition of stock or assets) or make any investment in any interest in any corporation, partnership, limited liability company, association, trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization (including, a Governmental Entity), or any division thereof or any assets thereof, except any such acquisitions or investments that are consistent with past practice and are for consideration that is individually not in excess of $1,500,000, or in the aggregate, not

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in excess of $5,000,000 for all such acquisitions by the Company and the its Subsidiaries and except for such acquisitions or investments that are contemplated by the Company’s existing plan for acquisitions and investments for 2007 and the first quarter of 2008 previously made available to Parent; or

(xxvi) shall not, and shall not permit any of its Affiliates to, agree, in writing or otherwise, or announce an intention, to take any of the foregoing actions.

(c) Parent agrees with the Company, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Effective Time, Parent shall not, and shall not permit any of its Affiliates to, take or agree to take any action (including entering into agreements with respect to any acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect, or to prevent, materially delay or materially impede the ability of Parent and Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.

(d) Nothing contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Affiliates’ operations prior to the Effective Time, and nothing contained in this Agreement is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Affiliates’ operations. Prior to the Effective Time, each of Parent and the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Affiliates’ respective operations.

Section 5.2 Access.

(a) The Company shall afford, and shall cause its Affiliates, agents, and representatives to afford, to Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors, prospective financing sources, Affiliates and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours (and at other times as may be mutually agreed), throughout the period prior to the earlier of the Effective Time and the Termination Date, to its and its Affiliates’ officers, employees, accountants, properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and shall furnish Parent with financial, operating and other data and information as Parent, through its officers, employees or other authorized representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, the Company shall not be required to afford such access if it would unreasonably disrupt the operations of the Company or any of its Affiliates, would cause a violation of any agreement to which the Company or any of its Affiliates is a party, or would constitute a violation of any applicable Law, nor shall Parent or any of its Representatives be permitted to perform any onsite procedure (including any onsite environmental study) with respect to any property of the Company or any of its Affiliates, except, with respect to any on site procedure, with the Company’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

(b) Parent hereby agrees that all information provided to it or its Representatives in connection with this Agreement and the consummation of the transactions contemplated by this Agreement shall be kept confidential in accordance with the Confidentiality and Nondisclosure Agreement, dated as of May 8, 2007 between the Company and Vestar Capital Partners V, L.P. (the “Confidentiality Agreement”) which Confidentiality Agreement shall continue to apply.

Section 5.3 No Shop; Alternative and Superior Proposals.

(a) Subject to Section 5.3(b), from the date of this Agreement and continuing until the earlier of the receipt of the Company Shareholder Approval and the Termination Date, none of the Company, the Company’s Subsidiaries nor any of their respective Representatives shall, directly or indirectly (A) initiate, solicit or knowingly encourage (including by way of providing information) the submission of any inquiries, proposals or offers or any other efforts or attempts that constitute or may reasonably be expected to lead to, any Alternative Proposal or engage in any discussions or negotiations with respect thereto or otherwise knowingly cooperate with or knowingly assist or participate in, or knowingly facilitate any such inquiries, proposals, discussions or negotiations, (B) participate in any way in any negotiations or discussions regarding, or furnish or disclose to any third party any information with respect to, or which could reasonably be

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expected to lead to, any Alternative Proposal, or (C) make a Change of Recommendation or approve or recommend, or publicly propose to approve or recommend, an Alternative Proposal or (D) enter into any merger agreement, letter of intent, agreement in principle, share purchase agreement, asset purchase agreement or share exchange agreement, option agreement or other similar agreement or arrangement providing for or relating to or which could reasonably be expected to lead to an Alternative Proposal or enter into any agreement or agreement in principle requiring the Company to abandon, terminate or fail to consummate the transactions contemplated hereby or breach its obligations hereunder or propose or agree to do any of the foregoing.

(b) Notwithstanding the limitations set forth in Section 5.3(a), at any time from the date of this Agreement and continuing until the earlier of the receipt of the Company Shareholder Approval and the Termination Date, if (A) the Company receives an unsolicited bona fide written Alternative Proposal which (i) constitutes a Superior Proposal or (ii) which the Special Committee or the Board of Directors determines in good faith could reasonably be expected to result in a Superior Proposal and (B) the Special Committee or the Board of Directors determines in good faith, after consultation with the Special Committee’s or the Company’s outside legal counsel and the Advisor that the failure of the Special Committee or the Board of Directors to take the actions set forth in clauses (x) and (y) below with respect to such Alternative Proposal would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s shareholders under applicable Law, then the Company may take the following actions: (x) furnish non-public information to the third party making such Alternative Proposal (if, and only if, (1) prior to so furnishing such information, the Company receives from the third party an executed confidentiality agreement with confidentiality and standstill provisions in form no more favorable to such person than those contained in the Confidentiality Agreement and (2) all such information has previously been made available to Parent or is made available to Parent prior to, or concurrently with, the time it is provided to such third party) and (y) engage in discussions or negotiations with such third party with respect to such Alternative Proposal.

(c) The Company shall, and shall cause each of its Subsidiaries and their respective Representatives to, immediately cease and cause to be terminated any discussions or negotiations with any parties (other than Parent, Merger Sub and their Representatives) that may be ongoing as of the date hereof with respect to or which could reasonably be expected to lead to an Alternative Proposal. The Company shall promptly (within 24 hours) advise Parent of the Company’s receipt of any request for information or request to discuss any Alternative Proposal or any Alternative Proposal and provide a copy of such request or Alternative Proposal made in writing or the material terms and conditions of such request or Alternative Proposal to the extent not made in writing, and shall keep Parent apprised as to the status and any material developments, discussions and negotiations concerning the same on a current basis. Without limiting the foregoing, the Company shall promptly (within 24 hours) notify Parent orally and in writing if it determines to begin providing information or to engage in negotiations concerning an Alternative Proposal pursuant to this Section 5.3(b). Promptly upon determination by the Special Committee or the Board of Directors that an Alternative Proposal constitutes a Superior Proposal, the Company shall deliver to Parent a written notice advising it that the Special Committee or the Board of Directors has made such determination, specifying the material terms and conditions of such Superior Proposal and the identity of the person making such Superior Proposal.

(d) Other than in accordance with this Section 5.3, neither the Special Committee nor the Board of Directors shall (i) withdraw or modify, or propose publicly to withdraw or modify in a manner adverse to Parent, the approval or recommendation by the Special Committee or the Board of Directors of or regarding the Merger or this Agreement or the other transactions contemplated by this Agreement; (ii) approve, adopt or recommend, or propose publicly to approve, adopt or recommend, any Alternative Proposal; (iii) make any recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer, or (iv) other than in connection with this Agreement and the Support and Voting Agreements and the agreements and transactions contemplated by this Agreement and the Support and Voting Agreements, exempt any person, agreement or transaction from the restrictions contained in any state takeover or similar laws, including in Sections 607.0901 and 607.0902 of the FBCA (each of the foregoing, a “Change of Recommendation”). Notwithstanding the foregoing, in response to the receipt of a Superior Proposal that was not solicited in violation of this Agreement by the Company or a Subsidiary or Representative of the Company

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and that has not been withdrawn or abandoned, the Board of Directors may, prior to the receipt of the Company Shareholder Approval, (x) make a Change of Recommendation and (y) enter into an agreement regarding a Superior Proposal if, (A) the Special Committee or the Board of Directors has concluded in good faith, after consultation with the Company’s or the Special Committee’s outside legal counsel and the Advisor, that the failure of the Special Committee or the Board of Directors to take such action would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s shareholders under applicable Law, (B) the Company has given Parent five (5) business days’ (the “Notice Period”) prior written notice of its intention to take such action (it being understood and agreed that the Company shall provide notice to Parent of any material amendment to the financial terms or other material terms of any such Superior Proposal and if at the time of such further notice, less than two business days remain in such Notice Period, such Notice Period shall be extended such that five business days remain in such extended period following the delivery to Parent of such further notice), which notice shall specify the material terms and conditions of any such Superior Proposal (including the identity of the person making such Superior Proposal), and be accompanied by a copy of the proposed transaction agreements for such Superior Proposal and any other material documents relating thereto, and (C) during the Notice Period, the Board of Directors or the Special Committee shall and shall cause their respective Representatives to, negotiate with Parent and Merger Sub and their respective Representatives in good faith (to the extent Parent and Merger Sub desire to negotiate) to make such adjustments to the terms and conditions of this Agreement so that such Alternative Proposal ceases to constitute a Superior Proposal, and (D) with respect to an action described in clause (x) or (y) above, the Company has complied in all material respects with its obligations under this Section 5.3 and the Company shall have terminated this Agreement in accordance with Section 7.1(g) hereof and paid the Company Termination Fee to Parent in accordance with Section 7.2(a)(ii). No Change of Recommendation shall change, modify or rescind any authorization, action or approval of the Special Committee (or disinterested directors) or the Board of Directors for purposes of causing any Anti-Takeover Statutes or other state law to be inapplicable to the transactions contemplated by this Agreement or the Support and Voting Agreement

(e) Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from disclosing to its shareholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act.

(f) As used in this Agreement, “Alternative Proposal” shall mean any bona fide proposal or offer made by any person or group of persons (other than a proposal or offer by Parent or any of its Subsidiaries) for or with respect to (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving the Company or any Subsidiary or Subsidiaries of the Company whose business constitutes ten percent (10%) or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole (including capital stock of any Subsidiary of the Company), (ii) the direct or indirect acquisition in a single transaction or series of related transactions by any person of the assets of the Company and its Subsidiaries that constitute ten percent (10%) or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, (iii) the direct or indirect acquisition in a single transaction or series of related transactions by any person of ten percent (10%) or more of the outstanding shares of Company Common Stock, or (iv) any tender offer or exchange offer that if consummated would result in any person beneficially owning ten percent (10%) or more of the shares of Company Stock then outstanding.

(g) As used in this Agreement “Superior Proposal” shall mean an Alternative Proposal (with all percentages, in the definition of Alternative Proposal increased to 50%) on terms that the Special Committee or the Board of Directors determines in good faith, after consultation with a financial advisor of nationally recognized reputation and its respective outside legal counsel, (i) is at least as likely to be consummated in accordance with its terms as the transactions contemplated by this Agreement and (ii) if consummated, would result in a transaction more favorable to the holders of Company Common Stock (other than the Participating Holders) than the transactions provided for in this Agreement, in each case with respect to clauses (i) and (ii), after taking into account such factors as it considers to be appropriate (with the advice of outside legal counsel) including, among other things, the person making such Alternative Proposal and all legal, financial, regulatory, fiduciary, timing and other aspects of this Agreement and such Alternative Proposal, including any

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conditions relating to financing, regulatory approvals or other events or circumstances beyond the control of the party invoking the condition and taking into account any revisions made or proposed in writing by Parent or Merger Sub prior to the time of determination.

Section 5.4 Filings; Other Actions.

(a) The Company, Parent and Merger Sub shall take or cause to be taken such actions as may be required to be taken under the Exchange Act any other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement and the Schedule 13E-3. In connection with the Merger and the Company Meeting, the Company shall as promptly as practicable after the date hereof prepare and file (in not event later than November 30, 2007) with the SEC the Proxy Statement relating to the Merger and the other transactions contemplated by this Agreement, and the Company and Parent shall use all reasonable efforts to respond to the comments of the SEC and to cause the Proxy Statement to be mailed to the Company’s shareholders, all as promptly as reasonably practicable; provided, however, that prior to the filing of the Proxy Statement, the Company shall consult with Parent with respect to such filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the Company with any information for inclusion in the Proxy Statement which may be required under applicable Law and/or which is reasonably requested by the Company. The Company shall notify Parent promptly of the receipt of comments of the SEC and of any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and will promptly supply Parent with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. Concurrently with the preparation and filing of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and file with the SEC the Schedule 13E-3. The parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall use its respective commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement and the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. Each of the Company, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement or Schedule 13E-3 which shall have become false or misleading. If at any time prior to the Company Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Company’s shareholders to the extent required by applicable Law; provided, however, that prior to such filing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon.

(b) Prior to the earlier of the Effective Time or the Termination Date, the Company and Parent shall cooperate with each other in order to lift any injunctions or remove any other legal impediment to the consummation of the transactions contemplated by this Agreement or the Support and Voting Agreements.

(c) Subject to the other provisions of this Agreement, the Company shall (i) take all action necessary in accordance with the FBCA and its amended and restated articles of incorporation and amended and restated bylaws to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as reasonably practicable following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) (including mailing the Proxy Statement as soon as reasonably practicable after the SEC has cleared the Proxy Statement and holding the Company Meeting as soon as practicable after mailing the Proxy Statement), (ii) include in the Proxy Statement the Recommendation of the Board of Directors, based on the unanimous recommendation of the Special Committee, that the shareholders of the Company vote in favor of the approval of this Agreement and, as applicable, the written opinion of the Advisor, dated on or about the date of this Agreement, to the effect that, as of such date, the Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock (other

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than the Participating Holders) and (iii) use all reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the transactions contemplated by this Agreement.

Section 5.5 Stock Options and Restricted Shares; Employee Matters.

(a) Stock Options and Restricted Shares. Except as otherwise agreed to in writing between the Company, Parent and Merger Sub:

(i) Each unexercised option to purchase or acquire shares of Company Common Stock (each, a “Company Stock Option”) granted under the Company Stock Plans or otherwise, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holder thereof, become fully vested and be converted into the right to receive from the Surviving Corporation at the Effective Time an amount in cash in U.S. dollars equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time and (y) the excess, if any, of the amount of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, with the aggregate amount of such payment rounded up to the nearest cent, less such amounts as Parent, the Company or the Paying Agent determine in good faith are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment. The vesting of a Company Stock Option as provided in the immediately preceding sentence shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Company Stock Option.

(ii) Immediately prior to the Effective Time, except as set forth below, each award of restricted Company Common Stock (the “Restricted Shares”) shall be converted into the right to receive the Merger Consideration, less such amounts as Parent, the Company or the Paying Agent determine in good faith are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment.

(iii) Prior to the Effective Time, the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, shall adopt amendments to the Company Stock Plans and the applicable Company Benefit Plans with respect to Company Stock Options and Restricted Shares to implement the foregoing provisions of Sections 5.5(a)(i), and 5.5(a)(ii) and the Company shall take all such actions as may be necessary to accelerate the vesting of all Company Stock Options that are not vested Company Stock Options as of the Effective Time.

(b) Employee Matters.

(i) For a period of one year following the Effective Time, Parent shall provide or cause to be provided, to each individual who is a current employee of the Company and its Subsidiaries as of the Effective Time (“Company Employees”) total compensation and benefits that are substantially comparable in the aggregate to the total compensation and benefits provided to Company Employees immediately before the Effective Time (excluding any equity based compensation, equity based benefits and nonqualified deferred compensation programs); provided, however, that nothing herein shall be construed to establish or amend any benefit plan, program, agreement or arrangement or to prevent the amendment or termination of any Company Benefit Plan or interfere with Parent’s or any of its Subsidiaries’ right or obligation to make such changes as are necessary to conform with applicable Law or shall cause or require the extension, renewal or amendment of, or prevent the expiration of, any employment agreement which shall expire, terminate or fail to renew pursuant to its terms during such period. Nothing in this Section 5.5(b)(i) or this Agreement shall limit the right of the Surviving Corporation or any of its Subsidiaries to terminate the employment of any employee at any time and for any or no reason.

(ii) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans providing benefits to any Company Employees after the Effective Time (the “New Plans”), each Company Employee shall be credited with his or her years of service with the

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Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service and shall not apply with respect to any equity-based arrangement. In addition, and without limiting the generality of the foregoing, (A) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Company Benefit Plan in which such Company Employee participated immediately before the consummation of the Merger (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents in the plan year in which the Effective Time occurs, unless such conditions would not have been waived under the comparable Old Plans of the Company or its Subsidiaries in which such employee participated immediately prior to the Effective Time and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the plan year in which the Effective Time occurs as if such amounts had been paid in accordance with such New Plan.

(iii) The provisions of this Section 5.5(b) are for the sole benefit of the parties to this Agreement and nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any person (including for the avoidance of doubt any Company Employees), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (with respect to the matters provided for in this Section 5.5(b) under or by reason of any provision of this Agreement).

Section 5.6 Commercially Reasonable Efforts.

(a) Subject to the terms and conditions set forth in this Agreement, or as otherwise required by Section 6.3(c) each of the parties hereto shall use (and cause its Affiliates to use) its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement, including (i) obtaining all necessary actions or nonactions, waivers, consents and approvals, including the Company Approvals and the Parent Approvals, from Governmental Entities and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties, including Third Party Consents, and all consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Merger, this Agreement or the transactions contemplated by this Agreement, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement, and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, that prior to the Effective Time in no event shall the Company or any of its Affiliates, absent the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), pay or commit to pay any material fee, material penalties or other material consideration to any landlord or other third party to obtain any consent, approval or waiver required for the consummation of the Merger under any real estate leases or Company Material Contracts.

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(b) Subject to the terms and conditions herein provided and without limiting the foregoing, the Company and Parent shall (i) promptly, but in no event later than fifteen (15) business days after the date of this Agreement, make their respective filings and thereafter make any other required submissions under the HSR Act; (ii) use commercially reasonable efforts to cooperate with each other in (x) determining whether any filings are required to be made with, or consents, permits, authorizations, waivers or approvals are required to be obtained from, any third parties or other Governmental Entities in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and (y) timely making all such filings and timely seeking all such consents, permits, authorizations or approvals; (iii) promptly inform the other party upon receipt of any material communication from the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or any other Governmental Entity regarding any of the transactions contemplated by this Agreement; and (iv) subject to applicable legal limitations and the instructions of any Governmental Entity, keep each other apprised of the status of matters relating to the completion of the transactions contemplated thereby, including promptly furnishing the other with copies of notices or other communications received by the Company or Parent, as the case may be, or any of their respective Affiliates, from any third party and/or any Governmental Entity with respect to such transactions. The Company and Parent shall permit legal counsel for the other party reasonable opportunity to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Entity. Each of the Company and Parent agrees not to (A) participate in any substantive meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity, gives the other party the opportunity to attend and participate, (B) extend any waiting period under the HSR Act without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed) and (C) enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement without the prior written consent of the other party.

(c) In furtherance and not in limitation of the agreements of the parties contained in this Section 5.6, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Regulatory Law, each of the Company and Parent shall cooperate in all respects with each other and shall use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.6 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1(b) or 7.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 5.6.

(d) For purposes of this Agreement, “Regulatory Law” means the Sherman Act of 1890, the Clayton Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914 and all other federal, state or foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws, including any antitrust, competition or trade regulation Laws, that are designed or intended to (i) prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, or (ii) protect the national security or the national economy of any nation.

Section 5.7 Anti-Takeover Statutes.

If any Anti-Takeover Statute shall become applicable to the agreements or transactions contemplated by this Agreement or the Support and Voting Agreements, each of the Company and Parent and the members of their respective Boards of Directors (and, in the case of the Company, the Special Committee) shall grant all approvals and take all actions as are necessary to ensure that the transactions and agreements contemplated by this Agreement and the Support and Voting Agreements may be effectuated and consummated as promptly as practicable on the terms contemplated by this Agreement and the Support and Voting Agreements and shall

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otherwise act to eliminate or minimize the effects of such Anti-Takeover Statute on or with respect to the transactions and agreements contemplated by this Agreement and the Support and Voting Agreements.

Section 5.8 Public Announcements.

So long as this Agreement is in effect, the Company and Parent will consult with and provide each other the reasonable opportunity to review and comment upon any press release or other public statement or comment prior to the issuance of such press release or other public statement or comment relating to this Agreement or the transactions contemplated by this Agreement and shall not issue any such press release or other public statement or comment prior to such consultation except as may be required by applicable Law or by obligations pursuant to any listing agreement with any national securities exchange. Parent and the Company agree to issue a joint press release announcing this Agreement.

Section 5.9 Director and Officer Liability.

(a) Parent shall not, and shall cause the Surviving Corporation not to, take any action to alter or impair, any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all of the Company’s and its respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable to the Surviving Corporation and such individual. For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect, the current policies of officers’ and directors’ liability insurance, employment practice insurance and fiduciary liabilities insurance maintained on the date hereof by the Company and its Subsidiaries (the “Current Policies”); provided, however, that the Surviving Corporation may, and in the event of the cancellation or termination of such policies shall substitute therefor policies with reputable and financially sound carriers providing such coverage and amount and containing such terms and conditions that are no less favorable to the covered persons in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; provided, further, however, that in no event will the Surviving Corporation be required to expend annually in excess of 300% of the annual premium currently paid by the Company under the Current Policies and if the annual premium exceeds such amount, the Surviving Corporation shall provide the maximum amount of coverage that can be obtained for such amount; provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above, provided that the Company shall not be required to pay any amounts in respect of such coverage prior to the Closing.

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(b) This Section 5.9 shall survive the consummation of the Merger and is intended to be for the benefit of, and shall be enforceable by, present or former directors, officers or employees of the Company or its Subsidiaries, their respective heirs and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns, and the agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any such present or former director or officer is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 5.9 is not prior to or in substitution for any such claims under any such policies.

(c) If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity or (ii) transfers or conveys substantially all of its properties and assets to any person, then and in each case to the extent reasonably necessary, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.9

Section 5.10 Notice of Certain Events.

Each of the parties hereto shall use commercially reasonable efforts to promptly notify the other party of:

(a) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect;

(b) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to comply with or satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder;

(c) the receipt by such party of any notice or other communication from any person alleging that the consent of such person, which consent is or could reasonably be expected to be material to the Company and its Subsidiaries or the operation of their businesses, is or may be required in connection with the transactions contemplated by this Agreement;

(d) the receipt by such party of any notice or other communication from any Governmental Entity (including those relating to the compliance with any Health Care Law) in connection with the transactions contemplated by this Agreement; or

(e) its learning of any actions, suits, claims, investigations or proceedings commenced against, or affecting such party that, if they were pending on the date of this Agreement, would have been required to be disclosed pursuant to this Agreement or which relate to the consummation of the transactions contemplated by this Agreement.

Section 5.11 Financing.

Parent and Merger Sub shall use its commercially reasonable efforts to obtain the Financing on the terms and conditions described in the Financing Commitments, including using its commercially reasonable efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) to satisfy all conditions on a timely basis to obtaining the Financing applicable to Parent and Merger Sub set forth in such definitive agreements that are within its control, (iii) to comply with its obligations under the Debt Commitment Letter and (iv) to enforce its rights under the Debt Commitment Letter. Parent shall give the Company prompt notice upon becoming aware of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter except as expressly permitted by Section 4.5. In the event that Parent becomes aware of any event or circumstance that makes procurement of

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any portion of the Financing unlikely to occur in the manner or from the sources contemplated in the Financing Commitments, Parent shall immediately notify the Company, and Parent and Merger Sub shall use their respective commercially reasonable efforts to arrange any such portion from alternative sources on terms and conditions, taken as a whole, no less favorable to Parent or Merger Sub (as determined in the reasonable judgment of Parent and Merger Sub).

Section 5.12 Financing Cooperation.

From the date of this Agreement until Closing, the Company shall use commercially reasonable efforts to, and shall cause each of its Affiliates to, provide all cooperation reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Affiliates beyond the level of involvement ordinarily required in similar financing transactions) in connection with obtaining the financing contemplated by the Debt Commitment Letter, including (i) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents required in connection with the financing contemplated by the Financing Commitments; provided that any private placement memoranda or prospectuses shall contain disclosure and financial statements reflecting the Surviving Corporation and/or its Affiliates as the obligor, (iii) using commercially reasonable efforts to cause its independent accountants to provide assistance and cooperation to Parent, including participating in a reasonable number of drafting sessions and accounting due diligence sessions, (iv) executing and delivering any pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other certificates, legal opinions and documents as may be reasonably requested by Parent (including certificates of the chief financial officer or any of the Company’s Affiliates with respect to financing matters) or otherwise facilitating the pledging of collateral as may be reasonably requested by Parent; provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time, (v) furnishing Parent and Merger Sub and their financing sources as promptly as practicable with financial and other pertinent information regarding the Company and its Affiliates as may be reasonably requested by Parent, including all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K, including audits thereto to the extent so required (which audits shall be unqualified), under the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act, to consummate the offerings of debt securities contemplated by the Debt Commitment Letter (information required to be delivered pursuant to this clause (v) being referred to as, the “Required Financial Information”), (vi) obtaining accountants’ comfort letters, accountants’ consents, legal opinions, surveys and title insurance as reasonably requested by Parent, (vii) taking all actions reasonably necessary to (A) permit the lenders under the Debt Commitment Letter to evaluate the Company’s and its Affiliates’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, provided that such accounts, agreements and arrangements will not become active or take effect until the Effective Time, (viii) entering into one or more credit or other agreements on terms reasonably satisfactory to Parent in connection with the financing contemplated by the Debt Commitment Letter; provided that neither the Company nor any of its Affiliates shall be required to enter into any agreement that is not contingent upon the Closing (including the entry into any purchase agreement), and (ix) take all corporate actions, subject to the occurrence of the Effective Time, reasonably r equested by Parent to permit the consummation of the financing contemplated by the Debt Commitment Letter and the direct borrowing or incurrence of all of the proceeds of the financing contemplated by the Debt Commitment Letter. Neither the Company nor any of its Affiliates shall be required to pay any commitment or other similar fee or incur any other liability in connection with the financing contemplated by the Commitments prior to the Effective Time. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company and its Affiliates for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the financing contemplated by the Commitments and any information utilized in connection therewith. Notwithstanding anything to the contrary, the condition set

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forth in Section 6.3(b) of this Agreement, as it applies to the Company’s obligations under this Section 5.12, shall be deemed satisfied unless the financing contemplated by the Debt Commitment Letter (or any alternative financing) has not been obtained as a result of the Company’s willful and material breach of its obligations under this Section 5.12. The Company hereby consents to the use of its and its Affiliates’ logos in connection with the financing contemplated by the Commitments; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Affiliates or the reputation or goodwill of the Company or any of its Affiliates. All non-public or otherwise confidential information regarding the Company and its Affiliates obtained by Parent or the Parent Representatives pursuant to this Section 5.12 shall be kept confidential by Parent in accordance with the Confidentiality Agreement. Notwithstanding the foregoing sentence, any offering documents, private placement memoranda, bank information memoranda, prospectuses or other documents prepared pursuant to this Section 5.12 shall contain such information as is customarily contained in documents for similar financing transaction.

Section 5.13 Transfer Tax.

All sales and transfer taxes, deed taxes, conveyance fees, recording charges and similar taxes, fees and charges imposed as a result of the change of control and transfer of the Real Property to Parent (collectively, the “Transfer Taxes”), together with any interest, penalties or additions to such Transfer Taxes shall be paid by the Surviving Corporation. The Company and Parent shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with the provisions of all applicable laws in connection with the payment of such Transfer Taxes, and shall cooperate in good faith to minimize, to the fullest extent possible under such laws, the amount of any such Transfer Taxes payable in connection therewith.

ARTICLE VI

CONDITIONS TO THE MERGER

Section 6.1 Conditions to Each Party’s Obligation to Effect the Merger.

The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver by all parties) at or prior to the Effective Time of the following conditions:

(a) The Company Shareholder Approval shall have been obtained.

(b) No Law, judgment, injunction, order or decree by any court or other tribunal of competent jurisdiction which prohibits the consummation of the Merger shall have been entered and shall continue to be in effect.

(c)(i) Any applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been earlier terminated, and (ii) all other Company Approvals required to be obtained for the consummation, as of the Effective Time, of the transactions contemplated by this Agreement, shall have been obtained, other than any approval, consent or waiver the failure to obtain which would not (x) reasonably be expected, individually or in the aggregate, to have an adverse affect equal to or greater than 2.5% of the revenues, EBITDA or assets of the Company and its Subsidiaries, taken as a whole, (y) give rise to a violation of criminal law. As of the Effective Time, all such Company Approvals and Third Party Consents obtained by the Company shall remain in full force and effect and shall not have been revoked or materially modified.

Section 6.2 Conditions to Obligation of the Company to Effect the Merger.

The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver by the Company of the following conditions:

(a) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, disregarding for these purposes any materiality or “Parent Material Adverse Effect” qualifications therein, except for such failures to be true and correct as would not have,

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individually or in the aggregate, a Parent Material Adverse Effect; provided, however, that representations and warranties that are made as of a particular date or period shall be true and correct only as of such date or period.

(b) Parent shall have in all material respects performed all obligations and complied with all the agreements required by this Agreement to be performed or complied with by it prior to the Effective Time.

(c) Parent shall have delivered to the Company a certificate, dated the Effective Time and signed by an executive officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

(d) Substantially contemporaneous with the Effective Time and in accordance with Section 2.2(a), Parent shall cause to be deposited with the Paying Agent cash in an aggregate amount sufficient to pay the Merger Consideration in respect of all Company Common Stock including Restricted Shares, plus cash to pay for the Company Stock Options pursuant to Section 5.5.

Section 6.3 Conditions to Obligation of Parent and Merger Sub to Effect and the Merger.

The obligation of Parent to effect the Merger is further subject to the satisfaction or waiver Parent of the following conditions:

(a) (i) Other than with respect to Sections 3.2(a), 3.2(b), 3.2(c), 3.3(a), and 3.26, the representations and warranties of the Company set forth in this Agreement shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date, disregarding for these purposes any materiality or “Company Material Adverse Effect” qualifications therein, except for such failures to be true and correct as would not have, individually or in the aggregate, a Company Material Adverse Effect, (ii) the representations and warranties of the Company set forth in Sections 3.2(a), 3.2(b), 3.2(c) and 3.3(a) shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to clauses (i) and (ii) above, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period.

(b) The Company shall have in all material respects performed all obligations and complied with all the agreements required by this Agreement to be performed or complied with by it prior to the Effective Time.

(c) The Company shall have delivered to Parent a certificate, dated the Effective Time and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Sections 6.3(a) and 6.3(b) have been satisfied.

(d) The Company shall have delivered to Parent a certificate in form and substance reasonably satisfactory to Parent, duly executed and acknowledged, certifying any facts that would exempt the transactions contemplated hereby from withholding under Section 1445 of the Code.

(e) Since the date of this Agreement, no change, circumstance or effect shall have occurred that has had or would reasonably be expected to have a Company Material Adverse Effect. For purposes of this Section 6.3(e), prior to obtaining the Company Shareholder Approval, facts, circumstances, events or changes that have a materially disproportionate adverse effect on the industries in which the Company and its Subsidiaries and Managed Practices operate in the United States shall constitute a Company Material Adverse Effect.

(f) The aggregate amount of Dissenting Shares shall be less than 5% of the total outstanding Shares immediately prior to the Effective Time.

(g) All Third Party Consents required to be obtained for the consummation, as of the Effective Time, of the transactions contemplated by this Agreement, as listed on Schedule 6.3(g) shall have been obtained.

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(h) The representations and warranties of the Company set forth in Section 3.26 shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date.

Section 6.4 Frustration of Closing Conditions.

Neither the Company nor Parent may rely, either as a basis for not consummating the Merger or for terminating this Agreement and abandoning the Merger, on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s breach of any provision of this Agreement or failure to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.6.

ARTICLE VII

TERMINATION

Section 7.1 Termination or Abandonment.

Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time in accordance with the following provisions (whether before or after any approval of the matters presented in connection with the Merger by the shareholders of the Company, unless specified otherwise herein):

(a) by the mutual written consent of the Company and Parent;

(b) by either the Company or Parent if (i) the Effective Time shall not have occurred on or before April 21, 2008 (the “End Date”) and (ii) the failure of the Effective Time to have occurred by such date is not the result of, or caused by, the failure of the party seeking to exercise such termination right to perform or observe any of the covenants or agreements of such party set forth in this Agreement; provided, however, that if the Marketing Period has commenced on or before any such End Date, but not ended on or before any such End Date, such End Date shall automatically be extended through the earlier of (A) final day of the Marketing Period; or (B) the tenth business day after the original End Date; provided, further, that in the event Parent shall not have obtained the Financing by the End Date (as such date may be extended pursuant to the clause above) and the conditions set forth in Sections 6.1 and 6.3 are satisfied, notwithstanding the satisfaction of the conditions in Sections 6.1 and 6.3, Parent shall have the right to terminate this Agreement pursuant to this Section 7.1(b), but only if Holdings pays the Parent Termination Fee in accordance with Section 7.2(b) (and such termination shall not constitute a breach of the Parent’s obligation to close pursuant to Section 1.2);

(c) by either the Company or Parent if an injunction, order, decree or ruling (“Order”) shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger and such Order shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its commercially reasonable efforts to remove such Order or other action; provided, further, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to a party if the issuance of such final, non-appealable Order or the failure of remove such Order was primarily due to the failure of such party to perform any of its obligations under this Agreement;

(d) by either the Company or Parent if the Company Meeting (including any adjournments or postponement thereof) shall have concluded and the Company Shareholder Approval contemplated by this Agreement shall not have been obtained;

(e) by the Company, if Parent shall have breached or failed to perform in any material respect any of its representations, warranties or agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.2(a) or 6.2(b) and (ii) cannot be cured by the End Date, provided, however, that the Company is not then in material breach of this Agreement;

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(f) by Parent, if (A) the Company, or any of its Subsidiaries or Representatives shall have failed to comply in any material respect with the provisions in Section 5.3 of this Agreement or the Board of Directors or the Special Committee shall have resolved to do so, or (B) the Company shall have breached or failed to perform in any material respect any of its representations, warranties or agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.3(a) or 6.3(b) and (ii) cannot be cured by the End Date, provided, however, that Parent is not then in material breach of this Agreement;

(g) by the Company, if prior to obtaining the Company Shareholder Approval, (x) the Special Committee or the Board of Directors has concluded in good faith, after consultation with the Special Committee’s or the Company’s outside legal counsel and the Advisor, that, in light of a Superior Proposal, failure to terminate this Agreement would be inconsistent with the directors’ exercise of their fiduciary obligations to the Company’s stockholders (other than the Participating Holders) under applicable Law, (y) the Company has complied in all material respects with Section 5.3, and (z) concurrent with such termination, the Company enters into a definitive agreement with respect to such Superior Proposal;

(h) by the Company, if Parent does not give effect to the Closing within five (5) business days after notice by the Company to Parent that the conditions set forth in Sections 6.1 and 6.3 are satisfied and Parent fails to effect the Merger within three (3) business days following the final day of the Marketing Period; provided, that at the time of such notice and at the time of such termination, the conditions set forth in Sections 6.1 and 6.3 shall in fact be and shall remain satisfied; provided, further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.1(h) if, at the time of such termination, there exists a breach of any representation, warranty or covenant by the Company that would result in the failure to satisfy the closing conditions set forth in Section 6.3(a) or 6.3(b); and

(i) by Parent, if (x) the Board of Directors of the Company shall have effected a Change of Recommendation, or (y) the Company has failed to include the Recommendation in the Proxy Statement.

In the event of termination of this Agreement pursuant to this Section 7.1, this Agreement shall terminate (except for the Confidentiality Agreement referred to in Section 5.2 and the provisions of Sections 7.2 and 8.2 through 8.14), and there shall be no other liability on the part of the Company or Parent to the other except: (A) as provided for in the Confidentiality Agreement; (B) as set forth in Section 7.2, as applicable; and (C) for liability arising out of fraud or an intentional breach of this Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity and may seek to prove additional damages as contemplated by Sections 7.3, 7.4 and 8.12 below, as applicable.

Actions taken by the Company pursuant to this Section 7.1 shall be taken by the Special Committee if then in existence.

Neither the Company nor Parent may terminate this Agreement or abandon the Merger except in accordance with the provisions of this Section 7.1.

Section 7.2 Termination Fees.

(a) Notwithstanding any provision in this Agreement to the contrary:

(i) in the event that (A) prior to the termination of this Agreement, any Alternative Proposal (substituting 50% for the 10% threshold set forth in the definition of Alternative Proposal) which could or could reasonably be expected to result in a transaction as favorable or more favorable to the holders of Company Common Stock (other than the Participating Holders) than the transactions provided for in this Agreement at such time as the bona fide intention of any person to make such Alternative Proposal is publicly proposed or publicly disclosed or otherwise made known to the Company prior to the time of such termination, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b), by Parent or the Company pursuant to Section 7.1(d), or by Parent pursuant to Section 7.1(f), and (C) concurrently with or within nine (9) months after such termination, any definitive agreement providing for an Alternative Proposal shall have been entered into, the Company shall pay to Holdings a fee of $25,000,000 in cash (the “Company Termination Fee”); provided, no Company Termination Fee

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shall be payable if Holdings has previously paid the Parent Termination Fee pursuant to Section 7.1(b) or Section 7.2(b);

(ii) in the event that this Agreement is terminated by the Company pursuant to Section 7.1(g), on the date of execution of a definitive agreement with respect to such Superior Proposal, the Company shall pay to Holdings the Company Termination Fee;

(iii) in the event that this Agreement is terminated by Parent pursuant to Section 7.1(i), the Company shall pay the Company Termination Fee to Holdings no later than the second business day following the day of such termination;

(iv) in the event that this Agreement is terminated by Parent pursuant to Section 7.1(f) (regardless of whether Parent is entitled to payment pursuant to Section 7.2(a)(i)), by the Company pursuant to Section 7.1(g), by either party pursuant to Section 7.1(d), or by Parent pursuant to Section 7.1(i), the Company shall pay to Holdings, upon termination, an amount in cash equal to the sum of Parent’s and Merger Sub’s documented out-of-pocket fees and expenses reasonably incurred by it in connection with this Agreement and the transactions contemplated by this Agreement in an aggregate amount not to exceed $3,000,000 (the “Company Expense Reimbursement”); provided, however, that the existence of circumstances which could require the Company Termination Fee to become subsequently payable by the Company pursuant to Section 7.2(a)(i) shall not relieve the Company of its obligation to pay the Company Expense Reimbursement pursuant to this Section 7.2(a)(iv); and, provided, further, that the payment by the Company of the Company Expense Reimbursement pursuant to this Section 7.2(a)(iv) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee pursuant to Section 7.2(a)(i).

The Company Termination Fee and the Company Expense Reimbursement shall be paid by wire transfer of same day funds as directed by Holdings reasonably in advance. Notwithstanding any provision in this Agreement to the contrary, in no event shall the Company be required to pay the Company Termination Fee or the Company Expense Reimbursement referred to in this Section 7.2(a) on more than one occasion. Upon payment of the Company Termination Fee and the Company Expense Reimbursement, as applicable, the Company shall have no further liability with respect to this Agreement or the transactions contemplated by this Agreement to Parent, Merger Sub, their Affiliates or otherwise except for liability arising out of fraud or an intentional breach of this Agreement, in which case Parent shall have such rights and remedies as are contemplated by Sections 7.4 and 8.12 below (in addition to any amounts owed to such party under Section 7.2).

(b) In the event that this Agreement is terminated (i) by the Company or by Parent pursuant to Section 7.1(b) and the conditions set forth in Sections 6.1 and 6.3 would have been satisfied had the Closing been scheduled on the End Date, or (ii) by the Company pursuant to Section 7.1(e) or Section 7.1(h), then Holdings or its Affiliates shall pay, upon termination, $25,000,000 (the “Parent Termination Fee”) to the Company or as directed by the Company as promptly as reasonably practicable (and, in any event, within two (2) business days following such termination), payable by wire transfer of same day funds. Under no circumstances shall the Parent Termination Fee be payable more than once pursuant to this Section 7.2(b). Concurrently with the payment of the Parent Termination Fee, Holdings shall also pay to the Company an amount equal to the sum of the Company’s documented out of pocket fees and expenses reasonably incurred by it on and after September 24, 2007 in connection with this Agreement and the transactions contemplated by this Agreement in an aggregate amount not to exceed $3,000,000 (the “Parent Expense Reimbursement”). Upon payment of the Parent Termination Fee and Parent Expense Reimbursement, neither Holdings, Parent nor Merger Sub shall have any further liability with respect to this Agreement or the transactions contemplated by this Agreement to the Company, its stockholders, Affiliates or otherwise except for liability arising out of fraud or an intentional breach of this Agreement, in which case the Company shall have such rights as are contemplated by Section 7.3 below.

(c) Any payment made pursuant to this Section 7.2 shall be net of any amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax Law.

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(d) Each of Holdings, the Company, Parent and Merger Sub acknowledge and agree that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither the Company nor Parent would have entered into this Agreement, and that any amounts payable pursuant to this Section 7.2 do not constitute a penalty but rather are liquidated damages in a reasonable amount to compensate the receiving party for efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby. Accordingly, if a party fails to pay the Company Termination Fee, the Company Expense Reimbursement or the Parent Termination Fee, as applicable, pursuant to this Section 7.2, and the receiving party commences a suit to obtain such payments, which results in a judgment against the paying party for the applicable amount due under this Section 7.2, such paying party shall pay the receiving party its costs and expenses (including reasonable attorney’s fees) in connection with such suit, together with interest on such amount at the prime rate of Citibank N.A. in effect on the date such payment was required to be made through the date of payment.

Section 7.3 Limitation of Liability of Parent, Merger Sub and Their Affiliates.

Notwithstanding anything to the contrary in this Agreement and subject to Section 8.12(b) and the following sentence of this Section 7.3, if Parent and Merger Sub fail to effect the Closing or otherwise are in breach of this Agreement, then the monetary liability of Parent, Merger Sub and any of their respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates members, managers, general or limited partners or assignees, in the aggregate, shall be limited to an amount equal to the Parent Termination Fee and the Parent Expense Reimbursement or, in the circumstances described in the following sentence, the Parent Liability Cap, and no person shall have any rights under the Equity Commitment Letter, whether at law or in equity, in contract, in tort or otherwise. None of Parent, Merger Sub or any of their respective former, current and future direct and indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, mangers, general or limited partners or assignees shall have any further monetary liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement except as expressly provided herein, except in the event of fraud or an intentional breach of this Agreement, in which case the Company shall be entitled to all rights and remedies available at law or in equity solely with respect to the recovery of monetary damages, provided that in no event shall the Company seek to prove or recover damages that, together with any Parent Termination Fee and Parent Expense Reimbursement received by the Company, exceed $40,000,000 (the “Parent Liability Cap”). The parties hereby agree that in the event Parent takes or fails to take any action or to perform any of its obligations under this Agreement or any related document based on Parent’s good faith determination, with a reasonable basis, that such action, inaction or non-performance is consistent with the terms of this Agreement or other related document, and it is ultimately determined that such action, inaction or non-performance was not consistent with the terms hereof or of such other related document, then the resulting breach by Parent shall not constitute an intentional breach or fraud by Parent for purposes of this Agreement.

Section 7.4 Limitation of Liability of the Company.

Notwithstanding anything to the contrary in this Agreement and subject to Section 8.12(a) and the following sentence of this Section 7.4, if the Company fails to effect the Closing or otherwise is in breach of this Agreement, then the monetary liability of the Company and any of its respective former, current and future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees, in the aggregate, shall be limited to an amount equal to the Company Termination Fee and the Company Expense Reimbursement, as applicable, and no person shall have any rights, whether at law or in equity, in contract, in tort or otherwise. None of the Company or its former, current and future direct and indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees shall have any further monetary liability or obligation relating to or arising our of this Agreement or the transactions contemplated by this Agreement except as expressly provided herein except in the event of fraud or an intentional breach of this Agreement, in which case the Parent shall be entitled to all rights and remedies available at law or in equity and may seek to prove and recover additional damages (in addition to any

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amounts otherwise owed to such party under this Agreement). The parties hereby agree that in the event the Company takes or fails to take any action or to perform any of its obligations under this Agreement or any related document based on the Company’s good faith determination, with a reasonable basis, that such action, inaction or non-performance is consistent with the terms of this Agreement or other related document, and it is ultimately determined that such action, inaction or non-performance was not consistent with the terms hereof or of such other related document, then the resulting breach by the Company shall not constitute an intentional breach or fraud by the Company for purposes of this Agreement.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 No Survival of Representations and Warranties.

None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Merger or the termination of this Agreement.

Section 8.2 Expenses.

Except as set forth in Section 7.2, whether or not the Merger is consummated, all costs and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring or required to incur such expenses.

Section 8.3 Counterparts; Effectiveness.

This Agreement may be executed in two or more consecutive counterparts (including by facsimile or electronic transmission), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, e-mail or otherwise) to the other parties.

Section 8.4 Governing Law.

This Agreement, and the rights of the parties and all actions arising in whole or in part under or in connection herewith, shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

Section 8.5 Jurisdiction; Enforcement. 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 appropriate courts of the State of Florida or the United States District Court for the Middle District of Florida to the exclusion of any other forum or court. 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 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, (a) 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 in accordance with this Section 8.5, (b) 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 (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the Company, Parent and Merger Sub hereby

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consents to service being made through the notice procedures set forth in Section 8.7 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 8.7 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement.

Section 8.6 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 8.7 Notices. Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission, with confirmation (provided that any notice received by facsimile transmission or otherwise at the addressee’s location not on a business day or on any business day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the next business day), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows:

To Parent or Merger Sub:

Radiation Therapy Services Holdings, Inc.
c/o Vestar Capital Partners V, L.P.
245 Park Avenue, 41st Floor
New York, NY 10167
Attention: James L. Elrod, Jr.
Facsimile: (212) 808-4922

with copies (which shall not constitute notice) to:

Vestar Capital Partners V, L.P.
245 Park Avenue, 41st Floor
New York, NY 10167
Attention: General Counsel
Facsimile: (212) 808-4922

and

Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, NY 10022
Attn: Michael Movsovich
Facsimile: (212) 446-4900

To the Company (prior to the Closing):

Radiation Therapy Services, Inc.
2234 Colonial Boulevard
Fort Myers, Florida 33907
Attn: Chairman of the Special Committee
Facsimile: (239) 690-1328

with copies (which shall not constitute notice) to:

Shumaker, Loop & Kendrick, LLP
101 East Kennedy Boulevard
Suite 2800 Tampa,
Florida 33602
Attn: Darrell C. Smith
Facsimile: (813) 229-1660

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and

Holland & Knight LLP
100 North Tampa Street
Suite 4100 Tampa,
Florida 33602-3644
Attn: Robert J. Grammig and Richard B. Hadlow
Facsimile: (813) 229-0134

or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. Any party to this Agreement may notify any other party of any changes to the address or any of the other details specified in this paragraph; provided, however, that such notification shall only be effective on the date specified in such notice or five (5) business days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

Section 8.8 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that Merger Sub may designate, by written notice to the Company, a Subsidiary that is wholly owned by Merger Sub to be merged with and into the Company in lieu of Merger Sub, in which event this Agreement will be amended such that all references in this Agreement to Merger Sub will be deemed references to such Subsidiary, and in that case, and pursuant to such amendment, all representations and warranties made in this Agreement with respect to Merger Sub will be deemed representations and warranties made with respect to such Subsidiary as of the date of such designation and Parent and Merger Sub may, without the prior written consent of the other parties, assign any or all of their respective rights and interests hereunder to one or more of its Affiliates, designate one or more of its Affiliates to perform its obligations hereunder; in each case, so long as Parent is not relieved of any of its obligations hereunder; and provided further that Parent and Merger Sub may assign its rights and obligations hereunder to any person providing financing to such party for collateral assignment purposes. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8.9 Severability. The parties intend for this Agreement to be enforced as written. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction; provided that, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable and, provided, further that upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.10 Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the exhibits and schedules hereto), the Support and Voting Agreements, and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to its subject matter and supersedes all other prior oral or written agreements and understandings between the parties with respect to the subject matter of this Agreement. Except for the provisions of Section 5.9 (which in each case shall inure to the benefit of the persons benefiting therefrom who are intended to be third-party beneficiaries thereof), this Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder. No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied upon by any of the parties hereto.

Section 8.11 Amendments; Waivers. At any time prior to the Effective Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company (acting through the Special Committee, if then in existence),

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Parent and Merger Sub, or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after receipt of Company Shareholder Approval, if any such amendment or waiver shall by applicable Law or in accordance with the rules and regulations of the NASDAQ Global Select Market require further approval of the shareholders of the Company, the effectiveness of such amendment or waiver shall be subject to the approval of the shareholders of the Company. Notwithstanding the foregoing, no failure or delay by the Company or Parent in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 8.12 Specific Performance.

(a) The parties acknowledge and agree that immediate and irreparable harm would occur for which the payment of money would not compensate the affected party and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by the Company in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and Merger Sub shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the State of Florida or any Federal court sitting in the State of Florida, without proof of actual damages or the posting of bond or other security, this being in addition to any other remedy to which they are entitled at law or in equity; provided, however, that if this Agreement is terminated by the Company pursuant to and in accordance with Section 7.1(g), Parent and Merger Sub’s sole and exclusive remedy shall be the remedies set forth in Section 7.2; provided, further, that in the event a court orders specific performance of this Agreement by the Company, such specific performance shall be in lieu of the Company Termination Fee and Company Expense Reimbursement.

(b) The parties acknowledge that the Company shall not be entitled to any injunction to prevent breaches of this Agreement by Parent or Merger Sub or any remedy to enforce specifically the terms and provisions of this Agreement and that the Company’s sole and exclusive remedies with respect to any such breach shall be the remedies set forth in Section 7.2(b) and Section 7.3.

Section 8.13 Headings. Headings of the Articles and Sections of this Agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever. The table of contents to this Agreement is for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.14 Interpretation. When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

Section 8.15 Definitions.

(a) References in this Agreement to “Subsidiaries” of any party shall mean any corporation, partnership, association, trust or other form of legal entity of which (i) more than 50% of the outstanding voting securities are on the date of this Agreement directly or indirectly owned by such party, or (ii) such party or any Subsidiary of such party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership). References in this Agreement (except as specifically otherwise defined) to “Affiliates” shall mean, as to any person, any other person which,

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directly or indirectly, controls, or is controlled by, or is under common control with, such person, including such person’s Subsidiaries. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract (excluding through the exercise of rights under administrative services agreements, and transition agreement and stock pledges) or otherwise. References in this Agreement (except as specifically otherwise defined) to “person” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization, including, a Governmental Entity, and any permitted successors and assigns of such person. As used in this Agreement, “knowledge” means (i) with respect to Parent, the actual knowledge after reasonable investigation of the executive officers of Parent and (ii) with respect to the Company, the actual knowledge after reasonable investigation of the following individuals: Joseph Biscardi, Madlyn Dornaus, Daniel E. Dosoretz, Daniel Galmarini, Michael J. Katin, James H. Rubenstein, David N.T. Watson, and Amy Bergin. As used in this Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which the banks in Florida or New York are authorized by law or executive order to be closed. As used in this Agreement, “GAAP” means United States generally accepted accounting principles. As used in this Agreement, “Indebtedness” shall mean, with respect to any person, all obligations (including all obligations in respect of principal, accrued interest, penalties, fees and premiums) of such person (i) for borrowed money (including overdraft facilities), (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases (in accordance with generally accepted accounting principles), (v) in respect of letters of credit and bankers’ acceptances, (vi) for Contracts relating to interest rate protection, swap agreements and collar agreements and (vii) in the nature of guarantees of the obligations described in clauses (i) through (vi) above of any other person. References in this Agreement to specific laws or to specific provisions of laws shall include all rules and regulations promulgated thereunder. As used in this Agreement, “EBITDA” shall have the meaning ascribed to such term in the Company’s Fourth Amended and Restated Credit Agreement, dated December 16, 2005. Any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes.

(b) Each of the following terms is defined in the section set forth opposite such term:


Defined Term		Section

Advisor		3.18
Affiliate Transactions		3.24(ii)
Agreement		Introduction
Alternative Proposal		5.3(f)
Articles of Merger		1.3
Batan Insurance		3.22(b)
Board of Directors		Recitals
Book-Entry Shares		2.2(a)(i)
Business		3.2(f)
Cancelled Shares		2.1(c)
Certificates		2.2(a)(i)
Change of Recommendation		5.3(d)(iv)
Closing		1.2
Closing Date		1.2
Code		2.2(b)(iii)
Company		Introduction
Company Approvals		3.3(b)(vii)
Company Benefit Plans		3.10(e)

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Defined Term		Section

Company Common Stock		2.1(a)
Company Disclosure Schedule		Article III
Company Employees		5.5(b)(i)
Company Expense Reimbursement		7.2(a)(iv)
Company Intellectual Property		3.16
Company Material Adverse Effect		3.1
Company Material Contracts		3.20(a)(xi)
Company Meeting		5.4(c)(i)
Company Permits		3.7(b)
Company Preferred Stock		3.2(a)
Company SEC Documents		3.4(a)
Company Shareholder Approval		3.19
Company Stock Option		5.5(a)(i)
Company Stock Plans		3.2(a)(iii)
Company Termination Fee		7.2(a)(i)(c)
Confidentiality Agreement		5.2(b)
Contracts		3.3(c)(i)
Current Policies		5.9(a)
Damages		5.9(a)(i)
Debt Commitment Letter		4.5(b)
Debt Financing		4.5(b)
Dissenting Shares		2.1(f)(i)(C)
Effective Time		1.3
End Date		7.1(b)(i)
Environmental Law		3.9(b)
ERISA		3.10(e)
ERISA Affiliate		3.10(b)
Exchange Act		3.3(b)(ii)
Exchange Fund		2.2(a)(ii)
FBCA		Recitals
Financing		4.5(b)
Financing Commitments		4.5(b)
GAAP		8.15(a)
Governmental Entity		3.3(b)(vii)
Hazardous Substance		3.9(c)
Health Care Laws		3.8(a)
HSR Act		3.3(b)(iii)
Improvements		3.17(c)
Indebtedness		8.15(a)
Intellectual Property		3.16
Investments		3.2(f)
Investor		Recitals
Law		3.7(a)
Laws		3.7(a)
Leased Real Properties		3.17(b)
Lien		3.3(c)(i)
Managed Practice		3.7(a)
Marketing Period		1.2

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Defined Term		Section

Material Lease		3.3(d)(ii)
Measurement Date		3.2(c)
Merger		Recitals
Merger Consideration		2.1(a)
Merger Sub		Introduction
New Financing Commitments		4.5
New Plans		5.5(b)(ii)
Notice Period		5.3(d)
Old Plans		5.5(b)(ii)(A)
Option and Stock-Based Award Consideration		2.2(a)
Order		7.1(c)
Other Incentive Awards		3.2(c)
Owned Real Properties		3.17(a)
Parent		Introduction
Parent Approvals		4.2(b)(iii)
Parent Disclosure Schedule		Article IV
Parent Expense Reimbursement		7.2(b)
Parent Material Adverse Effect		4.1
Parent Liability Cap		7.3
Parent Termination Fee		7.2(b)
Participating Holder		Recitals
Paying Agent		2.2(a)
Permitted Lien		3.3(c)(i)(D)
Programs		3.8(b)
Proxy Statement		3.13
Real Properties		3.17(b)
Recommendation		3.3(a)(iii)
Regulatory Law		5.6(d)
Representatives		5.2(a)
Required Financial Information		5.12
Restricted Shares		5.5(a)(i)
Rollover Shares		Recitals
Sarbanes-Oxley Act		3.5
Schedule 13E-3		3.13(a)
SEC		3.4(a)
Securities Act		3.3(b)(iv)
Share		2.1(a)
Special Committee		Recitals
Subsidiaries		8.15(a)
Superior Proposal		5.3(g)
Surviving Corporation		1.1
Tax Return		3.14(b)
Taxes		3.14(b)(i)
Termination Date		5.1(a)
Transfer Taxes		5.13

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ANNEX B

October 18, 2007

The Special Committee of the Board of Directors

Radiation Therapy Services, Inc.

2234 Colonial Boulevard

Fort Myers, FL 33907

Gentlemen:

We understand that Ranger Holdings, Inc. (“Holdings”), a wholly-owned indirect subsidiary of Vestar Capital Partners V, L.P. (“Vestar”), Ranger Merger Co, a wholly-owned direct subsidiary of Holdings (“Merger Sub”), Radiation Therapy Services, Inc. (the “Company”) and, solely for purposes of Section 7.2 of the Merger Agreement (as defined below), RTS Holdings, LLC propose to enter into a Merger Agreement pursuant to which, among other things, Merger Sub will be merged with and into the Company (the “Proposed Transaction”) and that, in connection with the Proposed Transaction, each outstanding share of common stock of the Company (the “Common Stock”) will be converted into the right to receive $32.50 in cash (the “Consideration”). “Common Stock” for the purposes of this letter will exclude: (a) shares as to which appraisal rights have been perfected and (b) shares held by “Participating Holders” (as such term is defined in the Merger Agreement).

You have requested that we render our opinion, as investment bankers, to the special committee (the “Special Committee”) of the board of directors of the Company (the “Board of Directors”) as to the fairness, from a financial point of view, as of the date hereof, to the holders of the Common Stock, of the Consideration to be received by such holders in the Proposed Transaction.

In conducting our analysis and arriving at our opinion, we have reviewed and analyzed, among other things, the following:

i. The drafts of the merger agreement dated as of October 18, 2007 (the “Merger Agreement”), of the equity commitment letter sent to us on October 18, 2007 between Vestar and Holdings (the “Commitment Letter”), and of the support and voting agreements dated as of October 18, 2007 by and among Ranger Investments, LLC (“Parent”), Holdings (a direct, wholly-owned subsidiary of Parent), and each of the shareholders of the Company listed as signatories thereto (collectively, the “Voting Agreements”), which you have represented to us are, with respect to all material terms and conditions thereof, substantially in the form of the definitive agreements to be executed and delivered by the parties thereto promptly after the receipt of this opinion;

ii. The Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) with respect to its fiscal year ended December 31, 2007, the Company’s quarterly reports on Form 10-Q filed with the SEC with respect to its fiscal quarters ended March 31, 2007 and June 30, 2007, respectively, which the Company’s management has identified as being the most current financial statements available, and certain other filings made by the Company with the SEC;

iii. Certain other publicly available business and financial information concerning the Company, and the industry in which it operates, which we believe to be relevant;

iv. Certain internal information and other data relating to the Company, and its respective business and prospects, including budgets, forecasts, projections and certain presentations prepared by the Company, which were prepared by the Company’s senior management and provided to us by the Company’s financial advisor;

v. The reported sales prices and trading activity of the Common Stock;

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vi. Certain publicly available information concerning certain other public companies which we believe to be relevant and the trading markets for certain of such other companies’ securities; and

vii. The financial terms of certain unrelated transactions which we believe to be relevant.

We have also met with and participated in conference calls with certain officers and employees of the Company as well as the Company’s financial advisor to discuss the Company’s business, operations, assets, present financial condition and prospects, as well as the Proposed Transaction, and undertook such other studies, analyses, investigations and other efforts as we deemed appropriate.

We have, with your permission, assumed and relied upon the accuracy and completeness of the financial and other information used by us and have not attempted independently to verify such information, nor do we assume any responsibility to do so. We have assumed that the Company’s forecasts and projections provided to or reviewed by us have been reasonably prepared based upon the best current estimates and judgment of the Company’s management as to the future financial condition and results of operations of the Company. In that regard, we have assumed, with your consent, that (i) the forecasts and projections of the Company will be achieved at the times and in the amounts contemplated thereby and (ii) all material assets and liabilities (contingent or otherwise) of the Company are as set forth in the Company’s financial statements or other information made available to us. We express no opinion with respect to the forecasts and projections of the Company or the estimates and judgments upon which they are based. We have made no independent investigation of any legal, accounting or tax matters affecting the Company, and have assumed the correctness of all legal, accounting and tax advice given the Company and the Board of Directors or any committee thereof. We have further assumed, with your consent, that the Proposed Transaction will be consummated on the terms described in the Merger Agreement, the Commitment Letter and the Voting Agreements without waiver, modification or amendment of any of the material terms or conditions. We have not conducted a physical inspection of the properties and facilities of the Company, nor have we made or obtained any independent evaluation or appraisal of such properties and facilities. Our opinion necessarily is based upon economic, market, financial, political, regulatory and other conditions as they exist and can be evaluated on the date hereof and we assume no responsibility to update or revise our opinion based upon events or circumstances occurring after the date hereof.

This opinion is provided to the Special Committee and may be provided to the Board of Directors in connection with its consideration of the Proposed Transaction. This opinion does not address the Company’s underlying business decision to approve the Proposed Transaction, and it does not constitute a recommendation to the Company, the Board of Directors, the Special Committee or any other committee of the Board of Directors, its shareholders, or any other person as to any specific action or vote that should be taken in connection with the Proposed Transaction. This opinion may not be reproduced, summarized, excerpted from or otherwise publicly referred to or disclosed in any manner without our prior written consent, except the Company may include this opinion in its entirety in any proxy statement or information statement relating to the Proposed Transaction sent to the Company’s shareholders; provided that any description or reference to Morgan Joseph & Co. Inc. or to this opinion included in such proxy statement or information statement shall be in form and substance reasonably acceptable to us.

We have acted as financial advisor to the Special Committee in connection with the Proposed Transaction and will receive a fee for our services. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. In the ordinary course of our business, we may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions in debt, equity and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company, portfolio companies of Vestar, and their respective affiliates. Other than this engagement, we have not been, and are not, engaged by the Company, Vestar or any of the portfolio companies of Vestar.

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ANNEX C

FLORIDA BUSINESS CORPORATION ACT

607.1301 Appraisal rights; definitions. — The following definitions apply to ss. 607.1302-607.1333:

(1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of s. 607.1302(2)(d), a person is deemed to be an affiliate of its senior executives.

(2) “Beneficial shareholder” means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner’s behalf.

(3) “Corporation” means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in ss. 607.1322-607.1333, includes the surviving entity in a merger.

(4) “Fair value” means the value of the corporation’s shares determined:

(a) Immediately before the effectuation of the corporate action to which the shareholder objects.

(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable to the corporation and its remaining shareholders.

(5) “Interest” means interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.

(6) “Preferred shares” means a class or series of shares the holders of which have preference over any other class or series with respect to distributions.

(7) “Record shareholder” means the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation.

(8) “Senior executive” means the chief executive officer, chief operating officer, chief financial officer, or anyone in charge of a principal business unit or function.

(9) “Shareholder” means both a record shareholder and a beneficial shareholder.

607.1302 Right of shareholders to appraisal. —

(1) A shareholder of a domestic corporation is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions:

(a) Consummation of a conversion of such corporation pursuant to s. 607.1112 if shareholder approval is required for the conversion and the shareholder is entitled to vote on the conversion under ss. 607.1103 and 607.1112(6), or the consummation of a merger to which such corporation is a party if shareholder approval is required for the merger under s. 607.1103 and the shareholder is entitled to vote on the merger or if such corporation is a subsidiary and the merger is governed by s. 607.1104;

(b) Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights shall not be available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not exchanged;

(c) Consummation of a disposition of assets pursuant to s. 607.1202 if the shareholder is entitled to vote on the disposition, including a sale in dissolution but not including a sale pursuant to court order or

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a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within 1 year after the date of sale;

(d) An amendment of the articles of incorporation with respect to the class or series of shares which reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;

(e) Any other amendment to the articles of incorporation, merger, share exchange, or disposition of assets to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors, except that no bylaw or board resolution providing for appraisal rights may be amended or otherwise altered except by shareholder approval; or

(f) With regard to a class of shares prescribed in the articles of incorporation prior to October 1, 2003, including any shares within that class subsequently authorized by amendment, any amendment of the articles of incorporation if the shareholder is entitled to vote on the amendment and if such amendment would adversely affect such shareholder by:

1. Altering or abolishing any preemptive rights attached to any of his or her shares;

2. Altering or abolishing the voting rights pertaining to any of his or her shares, except as such rights may be affected by the voting rights of new shares then being authorized of any existing or new class or series of shares;

3. Effecting an exchange, cancellation, or reclassification of any of his or her shares, when such exchange, cancellation, or reclassification would alter or abolish the shareholder’s voting rights or alter his or her percentage of equity in the corporation, or effecting a reduction or cancellation of accrued dividends or other arrearages in respect to such shares;

4. Reducing the stated redemption price of any of the shareholder’s redeemable shares, altering or abolishing any provision relating to any sinking fund for the redemption or purchase of any of his or her shares, or making any of his or her shares subject to redemption when they are not otherwise redeemable;

5. Making noncumulative, in whole or in part, dividends of any of the shareholder’s preferred shares which had theretofore been cumulative;

6. Reducing the stated dividend preference of any of the shareholder’s preferred shares; or

7. Reducing any stated preferential amount payable on any of the shareholder’s preferred shares upon voluntary or involuntary liquidation.

(2) Notwithstanding subsection (1), the availability of appraisal rights under paragraphs (1)(a), (b), (c), and (d) shall be limited in accordance with the following provisions:

(a) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is:

1. Listed on the New York Stock Exchange or the American Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.; or

2. Not so listed or designated, but has at least 2,000 shareholders and the outstanding shares of such class or series have a market value of at least $10 million, exclusive of the value of such shares held by its subsidiaries, senior executives, directors, and beneficial shareholders owning more than 10 percent of such shares.

(b) The applicability of paragraph (a) shall be determined as of:

1. The record date fixed to determine the shareholders entitled to receive notice of, and to vote at, the meeting of shareholders to act upon the corporate action requiring appraisal rights; or

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2. If there will be no meeting of shareholders, the close of business on the day on which the board of directors adopts the resolution recommending such corporate action.

(c) Paragraph (a) shall not be applicable and appraisal rights shall be available pursuant to subsection (1) for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in paragraph (a) at the time the corporate action becomes effective.

(d) Paragraph (a) shall not be applicable and appraisal rights shall be available pursuant to subsection (1) for the holders of any class or series of shares if:

1. Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to the corporate action by a person, or by an affiliate of a person, who:

a. Is, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, the beneficial owner of 20 percent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares having voting power if such offer was made within 1 year prior to the corporate action requiring appraisal rights for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; or

b. Directly or indirectly has, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporation of the corporate action requiring appraisal rights had, the power, contractually or otherwise, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or

2. Any of the shares or assets of the corporation are being acquired or converted, whether by merger, share exchange, or otherwise, pursuant to such corporate action by a person, or by an affiliate of a person, who is, or at any time in the 1-year period immediately preceding approval by the board of directors of the corporate action requiring appraisal rights was, a senior executive or director of the corporation or a senior executive of any affiliate thereof, and that senior executive or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:

a. Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action;

b. Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in s. 607.0832; or

c. In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate.

(e) For the purposes of paragraph (d) only, the term “beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares, provided that a member of a national securities exchange shall not be deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because such member is the recordholder of such securities if the member is precluded by the rules of such exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby shall be deemed to have acquired beneficial ownership, as of

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the date of such agreement, of all voting shares of the corporation beneficially owned by any member of the group.

(3) Notwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment thereto may limit or eliminate appraisal rights for any class or series of preferred shares, but any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within 1 year of that date if such action would otherwise afford appraisal rights.

(4) A shareholder entitled to appraisal rights under this chapter may not challenge a completed corporate action for which appraisal rights are available unless such corporate action:

(a) Was not effectuated in accordance with the applicable provisions of this section or the corporation’s articles of incorporation, bylaws, or board of directors’ resolution authorizing the corporate action; or

(b) Was procured as a result of fraud or material misrepresentation.

607.1303 Assertion of rights by nominees and beneficial owners. —

(1) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.

(2) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:

(a) Submits to the corporation the record shareholder’s written consent to the assertion of such rights no later than the date referred to in s. 607.1322(2)(b)2.

(b) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.

607.1320 Notice of appraisal rights. —

(1) If proposed corporate action described in s. 607.1302(1) is to be submitted to a vote at a shareholders’ meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not, or may be entitled to assert appraisal rights under this chapter. If the corporation concludes that appraisal rights are or may be available, a copy of ss. 607.1301-607.1333 must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.

(2) In a merger pursuant to s. 607.1104, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within 10 days after the corporate action became effective and include the materials described in s. 607.1322.

(3) If the proposed corporate action described in s. 607.1302(1) is to be approved other than by a shareholders’ meeting, the notice referred to in subsection (1) must be sent to all shareholders at the time that consents are first solicited pursuant to s. 607.0704, whether or not consents are solicited from all shareholders, and include the materials described in s. 607.1322.

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607.1321 Notice of intent to demand payment. —

(1) If proposed corporate action requiring appraisal rights under s. 607.1302 is submitted to a vote at a shareholders’ meeting, or is submitted to a shareholder pursuant to a consent vote under s. 607.0704, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(a) Must deliver to the corporation before the vote is taken, or within 20 days after receiving the notice pursuant to s. 607.1320(3) if action is to be taken without a shareholder meeting, written notice of the shareholder’s intent to demand payment if the proposed action is effectuated.

(b) Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.

(2) A shareholder who does not satisfy the requirements of subsection (1) is not entitled to payment under this chapter.

607.1322 Appraisal notice and form. —

(1) If proposed corporate action requiring appraisal rights under s. 607.1302(1) becomes effective, the corporation must deliver a written appraisal notice and form required by paragraph (2)(a) to all shareholders who satisfied the requirements of s. 607.1321. In the case of a merger under s. 607.1104, the parent must deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

(2) The appraisal notice must be sent no earlier than the date the corporate action became effective and no later than 10 days after such date and must:

(a) Supply a form that specifies the date that the corporate action became effective and that provides for the shareholder to state:

1. The shareholder’s name and address.

2. The number, classes, and series of shares as to which the shareholder asserts appraisal rights.

3. That the shareholder did not vote for the transaction.

4. Whether the shareholder accepts the corporation’s offer as stated in subparagraph (b)4.

5. If the offer is not accepted, the shareholder’s estimated fair value of the shares and a demand for payment of the shareholder’s estimated value plus interest.

(b) State:

1. Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph 2.

2. A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection (1) appraisal notice and form are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.

3. The corporation’s estimate of the fair value of the shares.

4. An offer to each shareholder who is entitled to appraisal rights to pay the corporation’s estimate of fair value set forth in subparagraph 3.

5. That, if requested in writing, the corporation will provide to the shareholder so requesting, within 10 days after the date specified in subparagraph 2., the number of shareholders who return the forms by the specified date and the total number of shares owned by them.

6. The date by which the notice to withdraw under s. 607.1323 must be received, which date must be within 20 days after the date specified in subparagraph 2.

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1. Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of the fiscal year ending not more than 15 months prior to the date of the corporation’s appraisal notice, an income statement for that year, a cash flow statement for that year, and the latest available interim financial statements, if any.

2. A copy of ss. 607.1301-607.1333.

607.1323 Perfection of rights; right to withdraw. —

(1) A shareholder who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 607.1322(1) and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 607.1322(2)(b)2. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (2).

(2) A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.

(3) A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates if required, each by the date set forth in the notice described in subsection (2), shall not be entitled to payment under this chapter.

607.1324 Shareholder’s acceptance of corporation’s offer. —

(1) If the shareholder states on the form provided in s. 607.1322(1) that the shareholder accepts the offer of the corporation to pay the corporation’s estimated fair value for the shares, the corporation shall make such payment to the shareholder within 90 days after the corporation’s receipt of the form from the shareholder.

(2) Upon payment of the agreed value, the shareholder shall cease to have any interest in the shares.

607.1326 Procedure if shareholder is dissatisfied with offer. —

(1) A shareholder who is dissatisfied with the corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4. must notify the corporation on the form provided pursuant to s. 607.1322(1) of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate plus interest.

(2) A shareholder who fails to notify the corporation in writing of that shareholder’s demand to be paid the shareholder’s stated estimate of the fair value plus interest under subsection (1) within the timeframe set forth in s. 607.1322(2)(b)2. waives the right to demand payment under this section and shall be entitled only to the payment offered by the corporation pursuant to s. 607.1322(2)(b)4.

607.1330 Court action. —

(1) If a shareholder makes demand for payment under s. 607.1326 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, any shareholder who has made a demand pursuant to s. 607.1326 may commence the proceeding in the name of the corporation.

(2) The proceeding shall be commenced in the appropriate court of the county in which the corporation’s principal office, or, if none, its registered office, in this state is located. If the corporation is a foreign corporation without a registered office in this state, the proceeding shall be commenced in the county in this state in which the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.

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(3) All shareholders, whether or not residents of this state, whose demands remain unsettled shall be made parties to the proceeding as in an action against their shares. The corporation shall serve a copy of the initial pleading in such proceeding upon each shareholder party who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident shareholder party by registered or certified mail or by publication as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. If it so elects, the court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them or in any amendment to the order. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.

(5) Each shareholder made a party to the proceeding is entitled to judgment for the amount of the fair value of such shareholder’s shares, plus interest, as found by the court.

(6) The corporation shall pay each such shareholder the amount found to be due within 10 days after final determination of the proceedings. Upon payment of the judgment, the shareholder shall cease to have any interest in the shares.

607.1331. Court costs and counsel fees. —

(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(2) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with ss. 607.1320 and 607.1322; or

(b) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(3) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.

(4) To the extent the corporation fails to make a required payment pursuant to s. 607.1324, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.

607.1332. Disposition of acquired shares. —

Shares acquired by a corporation pursuant to payment of the agreed value thereof or pursuant to payment of the judgment entered therefor, as provided in this chapter, may be held and disposed of by such corporation as authorized but unissued shares of the corporation, except that, in the case of a merger or share exchange, they may be held and disposed of as the plan of merger or share exchange otherwise provides. The shares of the surviving corporation into which the shares of such shareholders demanding appraisal rights would have been converted had they assented to the merger shall have the status of authorized but unissued shares of the surviving corporation.

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607.1333. Limitation on corporate payment. —

(1) No payment shall be made to a shareholder seeking appraisal rights if, at the time of payment, the corporation is unable to meet the distribution standards of s. 607.06401. In such event, the shareholder shall, at the shareholder’s option:

(a) Withdraw his or her notice of intent to assert appraisal rights, which shall in such event be deemed withdrawn with the consent of the corporation; or

(b) Retain his or her status as a claimant against the corporation and, if it is liquidated, be subordinated to the rights of creditors of the corporation, but have rights superior to the shareholders not asserting appraisal rights, and if it is not liquidated, retain his or her right to be paid for the shares, which right the corporation shall be obliged to satisfy when the restrictions of this section do not apply.

(2) The shareholder shall exercise the option under paragraph (1)(a) or paragraph (b) by written notice filed with the corporation within 30 days after the corporation has given written notice that the payment for shares cannot be made because of the restrictions of this section. If the shareholder fails to exercise the option, the shareholder shall be deemed to have withdrawn his or her notice of intent to assert appraisal rights.

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ANNEX D

Information Relating to Holdings, Parent, Merger Sub and Vestar Capital Fund

Radiation Therapy Investments, LLC: Board of Managers and Executive Officers

The names and material occupations, positions, offices or employment during the past five years of the current managers, executive officers and members of Holdings are set forth below:

James L. Elrod, Jr., Manager and President. Refer to “— Vestar Capital Partners V, L.P.” below.

Jack M. Feder, Manager and Secretary. Refer to “— Vestar Capital Partners V, L.P.” below.

Erin L. Russell, Manager and Vice President. Refer to “— Vestar Capital Partners V, L.P.” below.

Vestar Capital Partners V, L.P., Member. Refer to “— Vestar Capital Partners V, L.P.” below.

During the last five years, no person or entity described above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Radiation Therapy Services Holdings, Inc.: Directors and Executive Officers

The names and material occupations, positions, offices or employment during the past five years of the current executive officers and directors of Radiation Therapy Services Holdings, Inc. are set forth below:

James L. Elrod, Jr., Director and President. Refer to “— Vestar Capital Partners V, L.P.” below.

Jack M. Feder, Secretary. Refer to “— Vestar Capital Partners V, L.P.” below.

Erin L. Russell, Director and Vice President. Refer to “— Vestar Capital Partners V, L.P.” below.

RTS MergerCo, Inc.: Directors and Executive Officers

The names and material occupations, positions, offices or employment during the past five years of the current executive officers and directors of RTS MergerCo, Inc. are set forth below:

James L. Elrod, Jr., Director and President. Refer to “— Vestar Capital Partners V, L.P.” below.

Jack M. Feder, Secretary. Refer to “— Vestar Capital Partners V, L.P.” below.

Erin L. Russell, Director and Vice President. Refer to “— Vestar Capital Partners V, L.P.” below.

Vestar Capital Partners V, L.P.

Vestar Capital Partners V, L.P (“Vestar Fund V”) is a Cayman Islands exempted limited partnership engaged in the business of making private equity and other types of investments.

D-1

Vestar Associates V, L.P. (“Vestar Associates V”) is the general partner of Vestar Fund V. Vestar Associates V is a Scottish limited partnership, the principal business of which is acting as a general partner of Vestar Fund V and related funds.

Vestar Managers V Ltd. (“Vestar Managers”) is the general partner of Vestar Associates V. Vestar Managers is a Cayman Island exempted company engaged in the business of acting as the general partner of persons primarily engaged in the business of making private equity and other types of investments.

The business address of each of Vestar Fund V, Vestar Associates V and Vestar Managers and the managing directors listed below (collectively, the “Vestar Parties”) is c/o Vestar Capital Partners, 245 Park Avenue, 41st Floor, New York, New York 10167-4098

The names and material occupations, positions, offices or employment during the past five years of each managing director of Vestar Managers are set forth below. Each is a U.S. citizen.

Daniel S. O’Connell is the sole director and managing director of Vestar Managers. Mr. O’Connell has been with Vestar for each of the last five years.

Norman W. Alpert is a managing director of Vestar Managers. Mr. Alpert has been with Vestar for each of the last five years.

Bryan J. Carey is a managing director of Vestar Managers. Mr. Carey has been with Vestar for each of the last five years.

James L. Elrod, Jr. is a managing director of Vestar Managers. Mr. Elrod has been with Vestar for each of the last five years.

James P. Kelley is a managing director of Vestar Managers. Mr. Kelley has been with Vestar for each of the last five years.

Sander M. Levy is a managing director of Vestar Managers. Mr. Levy has been with Vestar for each of the last five years.

Kevin Mundt is a managing director of Vestar Managers. Mr. Mundt has been with Vestar for each of the last five years.

Brian K. Ratzan is a managing director of Vestar Managers. Mr. Ratzan has been with Vestar for each of the last five years.

Robert L. Rosner is a managing director of Vestar Managers. Mr. Rosner has been with Vestar for each of the last five years.

Brian P. Schwartz is a managing director of Vestar Managers. Mr. Schwartz has been with Vestar for each of the last five years.

John R. Woodard is a managing director of Vestar Managers. Mr. Woodward has been with Vestar for each of the last five years.

D-2

6 DETACH PROXY CARD 6

RADIATION THERAPY SERVICES, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints Daniel E. Dosoretz, James H. Rubenstein , and David N. T. Watson, and each of them, attorneys and proxies of the undersigned, with full power of substitution, to attend the special meeting of the shareholders of Radiation Therapy Services, Inc. to be held at 2234 Colonial Boulevard Fort Myers, Florida 32907 on [___________], [___________], 2008, at [___________] a.m., Eastern Daylight Time, or any adjournment or postponement thereof, and to vote the number of shares of common stock of Radiation Therapy Services, Inc. which the undersigned would be entitled to vote, and with all the power the undersigned would possess if personally present, as instructed on the reverse.

Receipt of the Notice of Special Meeting of Shareholders to be held on [___________] 2008 and the Proxy Statement dated [___________], 2007, is hereby acknowledged.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND A VOTE “FOR” PROPOSAL 2. The Proxies will vote as specified on the reverse, or, if a choice is not specified, they will vote “FOR” Proposal 1 and “FOR” Proposal 2 and with discretionary authority on all other matters unknown by Radiation Therapy Services, Inc. a reasonable time prior to the solicitation of proxies that may come before the special meeting or any adjournments or postponements thereof.

YOUR VOTE IS IMPORTANT
Please sign and date this proxy card and return it promptly in the
enclosed postage-paid envelope or by facsimile to [The Bank of New York] so your shares
may be represented at the special meeting of shareholders.
(Continued and to be signed on reverse side.)

RADIATION THERAPY SERVICES, INC.
2234 COLONIAL
BOULEVARD FORT MYERS,
FLORIDA 32907

PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY. THANK YOU.

6 DETACH PROXY CARD 6

Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.

The Board of Directors recommends a vote "FOR" proposals 1 and 2.

FOR

AGAINST

ABSTAIN

1. Approval of the Agreement and Plan of Merger, dated as of October 19, 2007 among Radiation Therapy Services, Inc., Radiation Therapy Services Holdings, Inc., RTS MergerCo, Inc. and Radiation Therapy Investments, LLC (as to Section 7.2 only)(the “Merger Agreement”).

2. Adjournment and postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes properly cast at the time of the meeting to approve the Merger Agreement.

3. In their discretion, the named proxies are authorized to vote upon such other business unknown by Radiation Therapy Services, Inc. a reasonable time prior to the solicitation of proxies as may properly come before the special meeting or any adjournments or postponements thereof.


		Signed (Share Owner):


		Signed (Co-Owner):

		(Please sign exactly as your name or names appear hereon, indicating, where proper, official position or representative capacity.)

		Date:


		o To change your address, please mark this box.

		o To include comments, please mark this box.

		ADDRESS CHANGE/COMMENTS


		units they may receive under the management equity incentive plan) approximately %, %, % and %, respectively, of the outstanding units of Holdings immediately after the merger (excluding incentive units). Messrs. Sheridan, Dosoretz, Rubenstein and Katin currently beneficially own approximately 9.3%, 16.0%, 10.8%, and 4.2%, respectively, of our outstanding shares of common stock. Each holder of voting units in Holdings will be entitled to one vote per unit. Accordingly, each of Messrs. Sheridan, Dosoretz, Rubenstein and Katin will have a voting interest that corresponds with his respective voting unit ownership of Holdings. See “Special Factors — Certain Effects of the Merger” beginning on page 40.

Q:		Who can help answer my other questions?

A:		If you have more questions about the merger, you should contact our proxy solicitation agent, [ ], at (800) - (toll-free) or via internet at . If your broker holds your shares, you may call your broker for additional information.


Leo R. Doerr			Dr. Howard M. Sheridan
Chairman of the Special Committee			Chairman of the Board


	Page

SUMMARY TERM SHEET		1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER		9
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		15
INTRODUCTION		16
SPECIAL FACTORS		16
Background of the Merger		16
Fairness of the Merger; Recommendations of the Special Committee and Our Board of Directors		24
Purposes and Reasons of the Rollover Investors		28
Purposes and Reasons of Holdings, Parent, Merger Sub and Vestar Capital		28
Position of the Rollover Investors Regarding the Fairness of the Merger		28
Position of Holdings, Parent, Merger Sub and Vestar Capital Regarding the Fairness of the Merger		31
Opinion of Morgan Joseph & Co. Inc.		33
Certain Effects of the Merger		37
Plans for RTS After the Merger		39
Conduct of RTS’s Business if the Merger is Not Completed		40
Financing		40
Interests of Our Directors and Executive Officers in the Merger		43
Related Party Transactions		49
Fees and Expenses		52
Appraisal Rights		53
Material United States Federal Income Tax Consequences of the Merger		53
Litigation		55
Accounting Treatment of the Merger		56
Approvals and Consents		56
IDENTITY AND BACKGROUND OF FILING PERSONS		56
Radiation Therapy Services, Inc.		56
RTS Executive Officers		56
RTS Directors		57
Radiation Therapy Investments, LLC		59
Radiation Therapy Services Holdings, Inc.		59
RTS MergerCo, Inc.		59
Vestar Capital Partners V, L.P.		60
THE SPECIAL MEETING		61
Date, Time, Place and Purpose of the Special Meeting		61
Record Date and Quorum		61
Required Vote		61
Proxies; Revocation		61
Adjournments and Postponements		62
Solicitation of Proxies		63
THE MERGER AGREEMENT		64
Effective Time; The Marketing Period		64
Structure		65
Treatment of Stock, Stock Options and Other Stock-Based Awards		65


	Page

Exchange and Payment Procedures		66
Representations and Warranties		67
Conduct of Our Business Pending the Merger		69
Shareholders Meeting		73
Solicitation of Transactions; Recommendation to Shareholders		73
Employee Benefits		75
Indemnification of Directors and Officers; Insurance		76
Agreement to Use Commercially Reasonable Best Efforts		76
Financing Commitments; Cooperation of RTS		77
Conditions to the Merger		78
Termination		79
Termination Fees and Expenses		81
Amendment and Waiver		83
Specific Performance		83
APPRAISAL RIGHTS		84
SUMMARY FINANCIAL INFORMATION		87
MARKET PRICE OF OUR COMMON STOCK		89
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		89
MULTIPLE SHAREHOLDERS SHARING ONE ADDRESS		91
SUBMISSION OF SHAREHOLDER PROPOSALS		91
PROVISIONS FOR UNAFFILIATED SHAREHOLDERS		91
FINANCIAL FORECAST		91
WHERE YOU CAN FIND MORE INFORMATION		95
ANNEX A — Agreement and Plan of Merger, dated as of October 19, 2007, among Radiation Therapy Services Holdings, Inc., RTS MergerCo, Inc., Radiation Therapy Investments, LLC (for purposes of Section 7.2 only) and Radiation Therapy Services, Inc.		A-1
ANNEX B — Opinion of Morgan Joseph & Co. Inc.		B-1
ANNEX C — Sections 607.1301-607.1333 of the Florida Business Corporation Act		C-1
ANNEX D — Information Relating to Holdings, Parent, Merger Sub and Vestar Capital Fund		D-1


		Page

ARTICLE VII TERMINATION			A-42
Section 7.1	Termination or Abandonment		A-42
Section 7.2	Termination Fees		A-43
Section 7.3	Limitation of Liability of Parent, Merger Sub and Their Affiliates		A-45
Section 7.4	Limitation of Liability of the Company		A-45

ARTICLE VIII MISCELLANEOUS			A-46
Section 8.1	No Survival of Representations and Warranties		A-46
Section 8.2	Expenses		A-46
Section 8.3	Counterparts; Effectiveness		A-46
Section 8.4	Governing Law		A-46
Section 8.5	Jurisdiction; Enforcement		A-46
Section 8.6	WAIVER OF JURY TRIAL		A-47
Section 8.7	Notices		A-47
Section 8.8	Assignment; Binding Effect		A-48
Section 8.9	Severability		A-48
Section 8.10	Entire Agreement; No Third-Party Beneficiaries		A-48
Section 8.11	Amendments; Waivers		A-48
Section 8.12	Specific Performance		A-49
Section 8.13	Headings		A-49
Section 8.14	Interpretation		A-49
Section 8.15	Definitions		A-49