Second Amendment to Shareholder Agreement by and among NOMOS Corporation and Shareholders

Summary

This amendment, dated May 3, 2002, is between NOMOS Corporation and its shareholders. It modifies their existing Shareholder Agreement to state that the agreement will automatically end upon the closing of a Qualified Public Offering, as defined in the original agreement. All other terms of the Shareholder Agreement remain unchanged. The amendment is effective upon signing by all parties.

EX-10.2.C 6 j9405102exv10w2wc.txt EXHIBIT 10.2(C) Exhibit 10.2(c) SECOND AMENDMENT TO SHAREHOLDER AGREEMENT This Second Amendment to Shareholder Agreement (this "AMENDMENT") is made on May 3, 2002, among NOMOS Corporation (the "COMPANY") and the persons listed on the signature pages hereto (each a "SHAREHOLDER", and collectively, the "SHAREHOLDERS"). BACKGROUND The Shareholders and the Company are parties to that certain Shareholder Agreement dated March 2, 2001 (as amended by the First Amendment to Shareholder Agreement, dated March 26, 2001, the "SHAREHOLDER AGREEMENT"), which they now desire to amend to provide for its automatic termination upon the consummation of a Qualified Public Offering, as defined in the Shareholder Agreement. AGREEMENT The parties hereto, intending to be legally bound, agree as follows: A. DEFINED TERMS. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Shareholder Agreement. B. TERMINATION UPON QUALIFIED PUBLIC OFFERING. Notwithstanding any contrary terms or provisions of the Shareholder Agreement, the Shareholder Agreement shall terminate automatically and in its entirety immediately upon the closing of a Qualified Public Offering. C. EFFECT ON OTHER PROVISIONS. Except as specifically amended pursuant to the foregoing Section B, the Shareholder Agreement shall remain in full force and effect in accordance with its prior terms. D. COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Shareholder Agreement as of the date first written above. COMPANY NOMOS CORPORATION By: /s/ John W. Manzetti ------------------------------------- Name: John W. Manzetti ----------------------------------- Title: President and Chief Executive Officer --------------------------------------- FOUNDER (included as a Shareholder) /s/ John A. Friede ---------------------------------------- John A. Friede SHAREHOLDERS CORPORATE OPPORTUNITIES FUND, L.P. CORPORATE OPPORTUNITIES FUND (INSTITUTIONAL), L.P. By: SMM Corporate Mangement, LLC, General Partner By: /s/ James C. Gale ------------------------------------- Name: James C. Gale ----------------------------------- Title: Managing Director ---------------------------------- CROSS-ATLANTIC PARTNERS CROSS-ATLANTIC PARTNERS II CROSS-ATLANTIC PARTNERS III By: /s/ John Cassis ------------------------------------- Name: CASSIS ----------------------------------- Title: Partner ---------------------------------- SIGNATURE PAGE TO SECOND AMENDMENT TO SHAREHOLDER AGREEMENT (CONT'D) ---------------------------------------- Howard Silverman ---------------------------------------- Phyllis Silverman ---------------------------------------- Andrew Zacks SMH NOMOS, LLC By: /s/ Bruce R. McMaken ------------------------------------- Name: Bruce R. McMaken ----------------------------------- Title: Manager ----------------------------------