Fennemore Craig Sample Contracts

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Loton, Corp – Common Stock, $0.001 Par Value Per Share Underwriting Agreement (October 6th, 2017)
Fennemore Craig, P.C. 300 E. Second Street Suite 1510 Reno, Nevada 89501 (September 21st, 2017)

We are acting as special Nevada counsel for DelMar Pharmaceuticals, Inc., a Nevada corporation (the "Company"), in connection with sale and issuance of up to 8,000,000 shares (the "Initial Stock") of the Company's common stock, par value $.001 per share (the "Common Stock") and Warrants, as hereinafter defined, to purchase up to 8,000,000 shares of Common Stock (the "Warrant Stock") pursuant to the Registration Statement on Form S-3, No. 333-213601 (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the "Act"), to be issued pursuant to the terms of the Prospectus Supplement dated September 20, 2017 which supplements the Prospectus dated September 27, 2016 (together, the "Prospectus") and pursuant to the terms of Stock Purchase Agreement, as hereinafter defined.

Lilis Energy, Inc. – Fennemore Craig, P.C. 300 E. Second Street Suite 1510 Reno, Nevada 89501 (June 19th, 2017)

We are acting as special Nevada counsel for Lilis Energy, Inc., a Nevada corporation (the "Company"), in connection with the registration under a Registration Statement on Form S-1 (the "Registration Statement") by the Company under the Securities Act of 1933, as amended (the "Act"), of 22,727,273 shares of common stock (the "Registered Stock"), par value $.0001 per share, of the Company ("Common Stock") issued by the Company upon conversion of term loan debt issued under that certain Second Lien Credit Agreement, dated as of April 26, 2017, by and among the Company, the guarantors from time to time party thereto, the Lender party thereto and Wilmington Trust, National Association, as administrative agent (the "Second Lien Credit Agreement") and 138,214 shares of Common Stock (the "Warrant Shares") issuable by the Company to the holder of certain warrants (the "Warrants") to purchase shares of Common Stock identified in the Registration Statement.

Atlanticus Holdings Corp. – PURCHASE AGREEMENT by and Among TSO-Fortiva Notes Holdco LP, as an Investor, TSO-Fortiva Certificate Holdco LP, as a Certificateholder, TSO-Fortiva Notes Holdco LP, as Agent, PERIMETER FUNDING CORPORATION, as Transferor, ATLANTICUS SERVICES CORPORATION, as Servicer, PERIMETER MASTER NOTE BUSINESS TRUST, as Issuer (Variable Funding Notes, Series 2017-One, Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5; Class a Trust Certificate) (May 15th, 2017)

This PURCHASE AGREEMENT, dated as of February 8, 2017 (as amended, supplemented or otherwise modified and in effect from time to time, this "Agreement"), is by and among TSO-Fortiva Notes Holdco LP, a Delaware limited partnership, as an investor (together with its successors and permitted assigns, the "Investors"), TSO-Fortiva Certificate Holdco LP, a Delaware limited partnership, as the holder of the Class A Trust Certificate (the "Certificateholder") TSO-Fortiva Notes Holdco LP, as agent (together with its successors and permitted assigns, the "Agent"), PERIMETER FUNDING CORPORATION, a Nevada corporation, as transferor (together with its successors and permitted assigns in such capacity, the "Transferor"), ATLANTICUS SERVICES CORPORATION, a Georgia corporation, as servicer (together with its successors and permitted assigns, the "Servicer") and PERIMETER MASTER NOTE BUSINESS TRUST, a Nevada business trust, as issuer (the "Issuer").

Atlanticus Holdings Corp. – Trust Agreement (May 15th, 2017)
First Amendment to Amended and Restated Credit Agreement (May 8th, 2017)

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2017 (this "Amendment"), by and among CARGO AIRCRAFT MANAGEMENT, INC., a Florida corporation (the "Borrower"), AIR TRANSPORT SERVICES GROUP, INC., a Delaware corporation ("Holdings"), each of the Guarantors party hereto, each of the financial institutions party hereto as "Lenders" and SUNTRUST BANK, in its capacity as Administrative Agent (in such capacity, the "Administrative Agent").

Lilis Energy, Inc. – Fennemore Craig, P.C. 300 E. Second Street Suite 1510 Reno, Nevada 89501 (April 28th, 2017)

We are acting as special Nevada counsel for Lilis Energy, Inc., a Nevada corporation (the "Company"), in connection with the registration under a Registration Statement on Form S-1 (the "Registration Statement") by the Company under the Securities Act of 1933, as amended (the "Act"), of 22,727,273 shares (the "Registered Stock") of common stock, par value $.0001 per share of the Company ("Common Stock") issuable by the Company to the selling stockholder identified in the Registration Statement upon conversion of term loan debt issued under that certain Second Lien Credit Agreement, dated as of April 26, 2017, by and between the Company, the guarantors from time to time party thereto, the Lender party thereto and Wilmington Trust, National Association, as administrative agent (the "Second Lien Credit Agreement").

G&K SERVICES, INC. 3.73% Amended and Restated Series a Senior Notes Due April 15, 2023 3.88% Amended and Restated Series B Senior Notes Due April 15, 2025 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of March 21, 2017 (March 21st, 2017)

Reference is hereby made to that certain Note Purchase Agreement dated as of April 15, 2013 (the Existing Note Purchase Agreement) between G&K Services, Inc., a Minnesota corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.5, the Company), and each of the original purchasers listed on Schedule A thereto under and pursuant to which the Company issued $50,000,000 aggregate principal amount of its 3.73% Series A Senior Notes due April 15, 2023 (the Existing Series A Notes) and $50,000,000 aggregate principal amount of its 3.88% Series B Senior Notes due April 15, 2025 (the Existing Series B Notes) (the Existing Series A Notes and the Existing Series B Notes, each an Existing Note and collectively, the Existing Notes). Certain capitalized and other terms used in this Agreement are defined in Schedule B. References to a Schedule or an Exhibit are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. References to

Lilis Energy, Inc. – Fennemore Craig, P.C. 300 E. Second Street Suite 1510 Reno, Nevada 89501 (March 13th, 2017)

We are acting as special Nevada counsel for Lilis Energy, Inc., a Nevada corporation (the "Company"), in connection with the registration under a Registration Statement on Form S-1 (the "Registration Statement") by the Company under the Securities Act of 1933, as amended (the "Act"), of 7,792,240 shares of common stock, par value $.0001 per share of the Company ("Common Stock") consisting of (i) 5,194,821 shares of Common Stock issued by the Company (the "Issued Stock") pursuant to the terms of a securities subscription agreement between the Company and the purchasers named therein dated February 27, 2017 and (ii) 2,597,419 shares of Common Stock (the "Warrant Stock") to be issued upon exercise of the warrants to purchase common stock issued to the holders of the Issued Stock (the "Warrants").

WaferGen Bio-systems, Inc. – Bylaws of Wafergen Bio-Systems, Inc. (March 1st, 2017)
Lilis Energy, Inc. – Fennemore Craig, P.C. 300 E. Second Street Suite 1510 Reno, Nevada 89501 (October 26th, 2016)

We are acting as special Nevada counsel for Lilis Energy, Inc., a Nevada corporation (the "Company"), in connection with the registration under a Registration Statement on Form S-1 (the "Registration Statement") by the Company under the Securities Act of 1933, as amended (the "Act"), of 40,993,017 shares of common stock, par value $.0001 per share of the Company ("Common Stock") consisting of (i) 8,398,112 shares of Common Stock previously issued by the Company (the "Issued Stock") upon conversion of the 8% Senior Secured Convertible Debentures of the Company and the Series A 8% Convertible Preferred Stock of the Company, conversion of a portion of the 12% Convertible Notes (the "Convertible Notes") issued by the Company and upon exercise of a portion of the Company's outstanding warrants to purchase common stock (the "Convertible Note Warrants") issued to the holders of Convertible Notes (ii) 18,965,243 shares of Common Stock (the "Series B Conversion Stock") to be issued upon convers

Second Amendment to Credit Agreement (September 1st, 2016)

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 21, 2014, is entered into by and among PVH CORP., a Delaware corporation (the "U.S. Borrower"), PVH B.V. (formerly known as Tommy Hilfiger B.V.), a Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands (the "European Borrower" and, together with the U.S. Borrower, the "Borrowers"), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, the Lenders party hereto from time to time, and BARCLAYS BANK PLC ("Barclays"), as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and as Collateral Agent (together with its permitted successors in such capacity, the "Collateral Agent"), with MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("MLPFS") and CITIGROUP GLOBAL MARKETS INC. ("CGMICITIBANK, N.A.("Citi"), as Co-Syndication Agents (together with their permitted successors in such capacity, the "Co-Syndication Agents"), an

Amended and Restated Credit Agreement (August 8th, 2016)
Amendment No. 5 to Credit Agreement (July 13th, 2016)

This Amendment No. 5 to Credit Agreement (the "Amendment") is dated as of July 8, 2016, and is by and between Calm Waters Partnership, a Wisconsin General Partnership ("Calm Waters"), and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the "Borrower").

Delta Tucker Holdings, Inc. – Page ARTICLE I INTERPRETATION 1 Section 1.1 Defined Terms 1 Section 1.2 Other Interpretive Provisions 30 ARTICLE II CREDIT FACILITY 31 Section 2.1 Loans 31 Section 2.2 Interest 31 Section 2.3 Repayment 31 Section 2.4 Prepayments 31 Section 2.5 Computation of Interest 32 Section 2.6 Evidence of Indebtedness 32 Section 2.7 Payments by the Borrower 32 ARTICLE III CONDITIONS TO LOANS 32 Section 3.1 Conditions to Loans 32 ARTICLE IV CERTAIN REPRESENTATIONS AND WARRANTIES 34 Section 4.1 Organization; Power; Qualification 35 Section 4.2 Authorization; Enforceability 35 Section 4.3 Litigation 35 Secti (June 16th, 2016)

DYNCORP INTERNATIONAL INC., a Delaware corporation, as Borrower, Delta Tucker Holdings, Inc., the Subsidiary Guarantors (as defined below) party hereto from time to time, DYNCORP FUNDING LLC, a Delaware limited liability company, as Lender and DYNCORP FUNDING LLC, a Delaware limited liability company as collateral agent (in such capacity, the Collateral Agent), agree as follows (with certain terms used herein being defined in Article I):

Delta Tucker Holdings, Inc. – AMENDMENT No. 5 AND WAIVER, Dated as of April 30, 2016 (This Amendment), to the Credit Agreement Dated as of July 7, 2010, Among DYNCORP INTERNATIONAL INC., a Delaware Corporation (The Borrower), Delta Tucker Holdings, Inc., a Delaware Corporation (Holdings), the Other Guarantors Party Thereto, the Several Banks and Other Financial Institutions or Entities From Time to Time Parties to the Credit Agreement (The Lenders), BANK OF AMERICA, N.A., as Administrative Agent (The Administrative Agent), Collateral Agent, L/C Issuer and Swing Line Lender and the Other Parties Thereto (As Amended by That (May 23rd, 2016)

This AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is entered into as of [Amendment No. 5 Effective Date to be inserted], 2016, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the Borrower), Delta Tucker Holdings, Inc., a Delaware corporation (Holdings), the Subsidiary Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender, and Citigroup Global Markets Inc., Syndication Agent and Barclays Bank PLC and Deutsche Bank Securities Inc. as Co-Documentation Agents.

Delta Tucker Holdings, Inc. – Amended and Restated Credit Agreement (May 9th, 2016)

This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered into as of [Amendment No. 5 Effective Date to be inserted], 2016, among DYNCORP INTERNATIONAL INC., a Delaware corporation (the "Borrower"), Delta Tucker Holdings, Inc., a Delaware corporation ("Holdings"), the Subsidiary Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender, and Citigroup Global Markets Inc., Syndication Agent and Barclays Bank PLC and Deutsche Bank Securities Inc. as Co-Documentation Agents.

Amendment No. 4 to Credit Agreement (January 15th, 2016)

This Amendment No. 4 to Credit Agreement (the "Amendment") is dated as of January 11, 2016, and is by and between Calm Waters Partnership, a Wisconsin General Partnership ("Calm Waters"), and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the "Borrower").

Electronic Cigarettes International Group, Ltd. SECURITIES PURCHASE AGREEMENT (August 10th, 2015)

This Securities Purchase Agreement (this "Agreement") is made by and between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the "Company") and Man FinCo Limited, a company incorporated as an offshore company under the regulations of the Jebel Ali Free Zone Authority with registered number 163050 and having its registered office at PO Box 9275, c/o Al Tamimi & Company, Advocates and Legal Consultants, 9th Floor, Dubai World Trade Centre, Dubai, United Arab Emirates ("Man FinCo" or the "undersigned").

Fifth Amendment to Credit Agreement (August 7th, 2015)

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of May 8, 2015 (this "Amendment"), by and among CARGO AIRCRAFT MANAGEMENT, INC., a Florida corporation (the "Borrower"), AIR TRANSPORT SERVICES GROUP, INC., a Delaware corporation ("Holdings"), each of the Guarantors party hereto, each of the financial institutions party hereto as "Lenders" and SUNTRUST BANK, in its capacity as Administrative Agent (in such capacity, the "Administrative Agent").

Herbalife – Third Amendment to Credit Agreement (May 5th, 2015)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Agreement) is entered into as of May 4, 2015, among HERBALIFE INTERNATIONAL, INC., a Nevada corporation (the Company), HERBALIFE LTD., a Cayman Islands exempted company incorporated with limited liability, with registered number 116838 (Holdings), HERBALIFE INTERNATIONAL LUXEMBOURG S.A R.L., a Luxembourg private limited liability company (societe a responsabilite limitee), having its registered office at 16, avenue de la Gare, L-1610 Luxembourg, having a share capital of EUR 25,000 and registered with the Luxembourg Register of Commerce and Companies (R.C.S Luxembourg) under number B 88.006 (HIL), certain Subsidiaries of Holdings party hereto pursuant to Section 2.14 (each a Designated Borrower and, together with the Company, Holdings and HIL, the Borrowers and, each a Borrower), each Lender from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

First Supplemental Trust Deed Relating to a Trust Deed Dated 5 December 2012 in Respect of 500,000,000 3.500 Per Cent. Guaranteed Notes (April 10th, 2015)
First Supplemental Trust Deed Relating to a Trust Deed Dated (April 10th, 2015)
World Waste Technologies – Second Amendment to Credit and Guaranty Agreement (March 31st, 2015)

THIS SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this "Amendment") is entered into as of March 26, 2015, by and among VERTEX ENERGY OPERATING, LLC., a Texas limited liability company ("Company"), VERTEX ENERGY, INC., a Nevada corporation ("Holdings"), the other Credit Parties signatory hereto, the Lenders signatory hereto and GOLDMAN SACHS BANK USA, as Administrative Agent for the Lenders (in such capacity, "Administrative Agent") and as Collateral Agent for the Lenders (in such capacity, "Collateral Agent").

Third Amendment to Credit Agreement and First Amendment to Guarantee and Collateral Agreement (August 5th, 2014)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT dated as of May 6, 2014 (this "Amendment"), by and among CARGO AIRCRAFT MANAGEMENT, INC., a Florida corporation (the "Borrower"), AIR TRANSPORT SERVICES GROUP, INC., a Delaware corporation ("Holdings"), each of the Guarantors party hereto, each of the financial institutions party hereto as "Lenders" and SUNTRUST BANK, in its capacity as Administrative Agent (in such capacity, the "Administrative Agent").

First Amendment to Credit Agreement (June 12th, 2014)

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of March 21, 2014, is entered into by and among PVH CORP., a Delaware corporation (the "U.S. Borrower"), PVH B.V. (formerly known as Tommy Hilfiger B.V.), a Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands (the "European Borrower" and, together with the U.S. Borrower, the "Borrowers"), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, the Lenders party hereto from time to time, and BARCLAYS BANK PLC ("Barclays"), as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and as Collateral Agent (together with its permitted successors in such capacity, the "Collateral Agent"), with MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("MLPFS") and CITIGROUP GLOBAL MARKETS INC. ("CGMI"), as Co-Syndication Agents (together with their permitted successors in such capacity, the "Co-Syndication Agents"), and ROYAL BANK OF CANA

Amendment No. 1 to Second Amended and Restated Credit Agreement (August 29th, 2013)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Agreement) is entered into as of April 19, 2013, and amended by Amendment No. 1, dated as of [ l ], 2013 and effective as of the Acquisition Closing Date, among BALLY TECHNOLOGIES, INC., a Nevada corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender) and BANK OF AMERICA, N.A. (Bank of America), as Administrative Agent, Swing Line Lender and L/C Issuer.

Ener-Core Inc. – Contribution Agreement (August 19th, 2013)

THIS CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of November 12, 2012 (the "Effective Date"), by and among FlexEnergy, Inc., a Delaware corporation ("FlexEnergy"), FlexEnergy Energy Systems, Inc., a Delaware corporation ("FEES"; FEES and FlexEnergy individually and collectively referred to as "Flex"), and Flex Power Generation, Inc. ("FPG").

Calibrus Inc – Asset Purchase Agreement (July 9th, 2013)

This Asset Purchase Agreement (the "Agreement") dated June ____, 2013 (the "Effective Date"), is between CALIBRUS, INC., a Nevada corporation ("Seller"), and CALIBRUS CALL CENTER SERVICES, LLC, an Arizona limited liability company ("Buyer").

Credit and Guaranty Agreement Dated as of February 13, 2013 Among Pvh Corp., as U.S. Borrower, Tommy Hilfiger B.V., as European Borrower, Certain Subsidiaries of Pvh Corp., as Guarantors, Various Lenders, Barclays Bank Plc, as Administrative Agent and Collateral Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as Co-Syndication Agents and Credit Suisse Securities (Usa) Llc and Royal Bank of Canada, as Co- Documentation Agents ________________________________________________________ Barclays Bank Plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated (June 13th, 2013)

This CREDIT AND GUARANTY AGREEMENT, dated as of February 13, 2013, is entered into by and among PVH CORP., a Delaware corporation (the "U.S. Borrower"), TOMMY HILFIGER B.V., a Dutch private limited liability company with its corporate seat in Amsterdam, The Netherlands (the "European Borrower" and, together with the U.S. Borrower, the "Borrowers"), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, the Lenders party hereto from time to time, and BARCLAYS BANK PLC ("Barclays"), as Administrative Agent (together with its permitted successors in such capacity, the "Administrative Agent") and as Collateral Agent (together with its permitted successors in such capacity, the "Collateral Agent"), with MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED ("MLPFS") and CITIGROUP GLOBAL MARKETS INC. ("CGMI"), as Co-Syndication Agents (together with their permitted successors in such capacity, the "Co-Syndication Agents"), and CREDIT SUISSE SECURITIES (USA) LLC ("CS Securities") and ROYAL BA

Third Amendment to Credit Agreement (January 2nd, 2013)

THIS CREDIT AGREEMENT (this Agreement), is entered into as of October 1, 2009 by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a Lender and collectively as the Lenders), WELLS FARGO CAPITAL FINANCE, LLC (formerly known as Wells Fargo Foothill, LLC), a Delaware limited liability company (WFF), as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, Agent), WFF and GOLDMAN SACHS LENDING PARTNERS LLC, as co-arrangers (the Arrangers), Stream Global Services, Inc., a Delaware corporation (Parent), and each of Parents Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent and any other Person that becomes a Borrower pursuant to Section 3.8 hereof, are referred to hereinafter each individually as a Borrower, and individually and collectively, jointly and severally

Bullfrog Gold Corp. – The Agreement (December 12th, 2012)

(any of such events in subsections (1), (2), (3) and (4) above being herein called a "Common Share Reorganization"), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date, as the case may be, by a fraction:

Standard Metals Processing, Inc. – Assignment and Assumption of Loan Documents and Loan Modification Agreement (March 21st, 2011)

THIS ASSIGNMENT AND ASSUMPTION OF LOAN DOCUMENTS AND LOAN MODIFICATION AGREEMENT (this "Agreement") is executed on March 15, 2011 (the "Effective Date"), by and among SHEA MINING & MILLING, LLC, a Nevada limited liability company ("Assignor"), STANDARD GOLD, INC., a Colorado corporation, having an address at 900 IDS Center, 90 South Eighth Street, Minneapolis, Minnesota 55402 ("Assignee"), and NJB MINING, INC., an Arizona corporation ("Lender"), having an address at 10751 North Frank Lloyd Wright Blvd., Suite 101, Scottsdale, Arizona 85259.

Standard Metals Processing, Inc. – Deed of Trust and Security Agreement With Assignment of Rents and Fixture Filing (March 21st, 2011)

This DEED OF TRUST AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS AND FIXTURE FILING ("Deed of Trust") is made and effective as of August 21st, 2009, between Shea Mining & Milling, LLC, a Nevada limited liability company ("Trustor"), the address for which is designated as set forth above, Cow County Title Company, as Trustee ("Trustee"), and NJB Mining, Inc., an Arizona corporation ("Beneficiary").

Radiation Therapy Svcs Inc – CREDIT AGREEMENT Dated as of February 21, 2008 Among RADIATION THERAPY SERVICES HOLDINGS, INC., RADIATION THERAPY SERVICES, INC. (As Successor to RTS MERGERCO, INC.), as Borrower, the Several Lenders From Time to Time Parties Hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender, BNP PARIBAS and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Syndication Agents SUMITOMO MITSUI BANKING CORPORATION and FIFTH THIRD BANK, as Co-Documentation Agents WACHOVIA CAPITAL MARKETS, LLC, BNP PARIBAS SECURITIES CORP. And SUMITOMO MITSUI BANK (November 24th, 2010)

CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement) dated as of February 21, 2008, among Radiation Therapy Services Holdings, Inc., a Delaware corporation (together with its successors, Parent), RTS MergerCo, Inc., a Florida corporation that is a wholly owned subsidiary of Parent (to be merged with and into the Company (as hereinafter defined), MergerSub), Radiation Therapy Services, Inc., a Florida corporation (together with its successors, the Company), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and Wachovia Bank, National Association (Wachovia), as administrative agent, collateral agent, issuing bank and swingline lender.