) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Reorganized Debtors. ) (Jointly Administered) )

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1 Jeffrey R. Gleit, Esq. Allison H. Weiss, Esq. SULLIVAN & WORCESTER LLP 1633 Broadway New York, New York (212) (Telephone) (212) (Facsimile) Counsel to the Reorganized Debtors Hearing Date and Time: November 16, 2018 at 10:00 a.m. (prevailing Eastern Time) Objection Deadline: November 9, 2018 at 4:00 p.m. (prevailing Eastern Time) UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Reorganized Debtors. ) (Jointly Administered) ) NOTICE OF (I) WITHDRAWAL OF OMNIBUS OBJECTIONS WITH RESPECT TO CERTAIN CLAIMS, AND (II) ADJOURNMENT OF HEARING ON OMNIBUS OBJECTIONS WITH RESPECT TO CERTAIN CLAIMS PLEASE TAKE NOTICE that a hearing is scheduled to occur on November 16, 2018 at 10:00 A.M. (prevailing Eastern Time) before the Honorable Robert D. Drain, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York (the Hearing ). PLEASE TAKE FURTHER NOTICE that the matters scheduled for the Hearing include the following: (i) the Reorganized Debtors' Fourth Omnibus Objection to s Seeking to Disallow and Expunge No Liability s (the Fourth Omnibus Objection ), as to certain remaining claims, (ii) the Reorganized Debtors Fifth Omnibus Objection to s 1 Each of the Reorganized Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida

2 Seeking to Disallow and Expunge No Liability s (the Fifth Omnibus Objection ), as to certain remaining claims, (iii) the Reorganized Debtors Sixth Omnibus Objection to s Seeking to Reduce and Allow Certain s (the Sixth Omnibus Objection ), as to certain remaining claims, (iv) the Reorganized Debtors Seventh Omnibus Objection to s Seeking to Expunge Certain Satisfied s (the Seventh Omnibus Objection ), as to certain remaining claims, (v) the Reorganized Debtors Eighth Omnibus Objection to s Seeking to Expunge Certain No Liability s (the Eighth Omnibus Objection ), and (vi) the Reorganized Debtors Tenth Omnibus Objection to s Seeking to Expunge Certain No Liability s (the Tenth Omnibus Objection ). PLEASE TAKE FURTHER NOTICE that the Reorganized Debtors have continued to work with the claimants who responded to the various omnibus objections (the Responding ants ) in an effort to resolve the Reorganized Debtors objections with respect to their claims. Consequently, the Reorganized Debtors hereby do the following: Fourth Omnibus Objection: (i) Submit a Proposed Order to the Fourth Omnibus Objection with respect to the one remaining claim subject thereto ( 2466), which Proposed Order is attached hereto as Exhibit A; Fifth Omnibus Objection: (ii) Withdraw the Fifth Omnibus Objection with respect to the two remaining claims subject thereto ( 497 and 2710), which have been resolved consensually; Sixth Omnibus Objection: (iii) Withdraw the Sixth Omnibus Objection with respect to the one remaining claim subject thereto ( 1010), which has been resolved consensually; Seventh Omnibus Objection: (iv) Withdraw the Seventh Omnibus Objection with respect to the one remaining claim subject thereto ( 84), which has been resolved consensually; 2

3 Eighth Omnibus Objection: (v) (vi) Withdraw the Eighth Omnibus Objection with respect to 1003, which has been resolved consensually; Adjourn the Hearing on the Eighth Omnibus Objection with respect to 1150 (the Adjourned Eighth ); Tenth Omnibus Objection: (vii) (viii) (ix) Withdraw the Tenth Omnibus Objection with respect to certain claims ( 1012, 1014, 1016, 1068, 1085; 195; 1229; 1024; 1025; 1058; 1065; 1029; 1035; 1028; 1075; 1112; 2490; 2491; 2492; 2493; 2301; 697; 1100; 1159; 1171; 1166), which claims have been resolved consensually; Adjourn the Hearing on the Tenth Omnibus Objection with respect to 857 (the Adjourned Tenth ); Submit the revised Proposed Order to the Tenth Omnibus Objection, attached hereto as Exhibit B, which removes the above-mentioned claims from Exhibit 1 thereto. For convenience of the Court s review, attached hereto as Exhibit C, is a redline marked to show the changes made from the Proposed Order to the revised Proposed Order. PLEASE TAKE FURTHER NOTICE that a hearing on the Adjourned Eighth and the Adjourned Tenth shall be held on December 13, 2018 at 10:00 A.M. (prevailing Eastern Time) before the Honorable Robert D. Drain, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York PLEASE TAKE FURTHER NOTICE that copies of the pleadings filed in the abovecaptioned chapter 11 cases may be obtained free of charge by visiting the website of Kurtzman Carson Consultants LLC, at You may also obtain copies of any pleadings by visiting the Bankruptcy Court s website at in accordance with the procedures and fees set forth therein. 3

4 Dated: New York, New York November 15, 2018 SULLIVAN & WORCESTER LLP By: /s/ Jeffrey R. Gleit Jeffrey R. Gleit, Esq. Allison H. Weiss, Esq Broadway New York, New York (212) (Telephone) (212) (Facsimile) Counsel for the Reorganized Debtors 4

5 Exhibit A Proposed Order to the Fourth Omnibus Objection with respect to 2466

6 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Reorganized Debtors. ) (Jointly Administered) ) ORDER GRANTING REORGANIZED DEBTORS FOURTH OMNIBUS OBJECTION WITH RESPECT TO CLAIM 2466 FILED BY SYLVIA CARAVETTA Upon the Fourth Omnibus Objection (Docket No. 1127) (the Fourth Omnibus Objection ) of the above-captioned reorganized debtors (collectively, the Reorganized Debtors and before the Effective Date of the Plan, the Debtors ), pursuant to sections 105(a) and 502(b) of title 11 of the United States Code (the Bankruptcy Code ), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and the omnibus claims objection procedures (the Omnibus s Objection Procedures ), as approved by the Bankruptcy Court 2 by that certain Order dated March 12, 2018 [Docket No. 1023] (the Omnibus s Objection Procedures Order ); and the Bankruptcy Court having jurisdiction to consider the Objection and the relief requested therein in accordance with 28 U.S.C. 157(a)-(b) and 1334(b) and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Fourth Omnibus Objection and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before the Bankruptcy Court pursuant to 28 U.S.C Each of the Reorganized Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Fourth Omnibus Objection.

7 and 1409; and due and proper notice of the Fourth Omnibus Objection having been provided; and all of the proceedings had before the Bankruptcy Court; and the Bankruptcy Court having found and determined that the relief sought in the Fourth Omnibus Objection is in the best interests of the Reorganized Debtors, their estates, creditors, and all parties in interest, and that the legal and factual bases set forth in the Fourth Omnibus Objection establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is ORDERED that the relief requested in the Fourth Omnibus Objection with respect to 2466 is granted; and it is further ORDERED that, pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rule 3007, and the Omnibus s Objection Procedures, 2466 is disallowed and expunged; and it is further ORDERED that the Reorganized Debtors, the Reorganized Debtors s and Noticing Agent (Kurtzman Carson Consultants LLC), and the Clerk of this Bankruptcy Court are authorized to take all actions necessary or appropriate to give effect to this Order; and it is further ORDERED that this Bankruptcy Court shall retain jurisdiction over the Reorganized Debtors and the ant with respect to any matters related to or arising from the Fourth Omnibus Objection or the implementation of this Order. Dated:, 2018 White Plains, New York THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE

8 Exhibit B Revised Proposed Order on the Tenth Omnibus Objection

9 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Reorganized Debtors. ) (Jointly Administered) ) ORDER GRANTING REORGANIZED DEBTORS TENTH OMNIBUS OBJECTION TO CLAIMS SEEKING TO DISALLOW AND EXPUNGE CERTAIN NO LIABILITY CLAIMS Upon the Tenth Omnibus Objection (Docket No. 1221) (the Tenth Omnibus Objection ) 2, of the above-captioned reorganized debtors (collectively, the Reorganized Debtors and, before the Effective Date of the Plan, the Debtors ), pursuant to sections 105(a) and 502(b) of title 11 of the United States Code (the Bankruptcy Code ), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), the omnibus claims objection procedures (the Omnibus s Objection Procedures ), as approved by the Bankruptcy Court by that certain Order dated March 12, 2018 [Docket No. 1023] (the Omnibus Procedures Order ); and the Bankruptcy Court having jurisdiction to consider the Tenth Omnibus Objection and the relief requested therein in accordance with 28 U.S.C. 157(a)-(b) and 1334(b) and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Tenth Omnibus Objection and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before the Bankruptcy Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Tenth Omnibus 1 Each of the Reorganized Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Tenth Omnibus Objection. 2

10 Objection having been provided; and a hearing having been held on November 16, 2018 at 10:00 a.m. (Eastern Time) to consider the relief requested in the Tenth Omnibus Objection (the Hearing ); and based upon the record of the Hearing and of all of the proceedings had before the Bankruptcy Court; and the Bankruptcy Court having found and determined that the relief requested in the Tenth Omnibus Objection is in the best interests of the Reorganized Debtors, their estates, creditors, and all parties in interest, and that the legal and factual bases set forth in the Tenth Omnibus Objection establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is ORDERED that the relief requested in the Tenth Omnibus Objection is granted; and it is further ORDERED that, pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rule 3007, and the Omnibus s Objection Procedures, each of the No Liability s listed on Exhibit 1 attached hereto under the heading No Liability s to be Disallowed and Expunged is hereby disallowed and expunged; and it is further ORDERED that, with respect to any No Liability referenced and/or identified in the Tenth Omnibus Objection that is not listed on Exhibit 1 attached hereto, this Order has no res judicata, estoppel, or other effect on its validity, allowance, or disallowance, and all rights to object to or defend on any basis such No Liability are expressly reserved; and it is further ORDERED that, with respect to any No Liability that is not resolved by this Order, all of the Reorganized Debtors rights to later object to any such claim on any other basis are expressly reserved; and it is further 3

11 ORDERED that (i) , filed by Shands Jacksonville Medical Center ( Shands ) in the amount of $898, is hereby allowed as a general unsecured convenience class claim in the reduced amount of $875,000, (ii) 1171, filed by Shands in the amount of $2,030, is hereby disallowed and expunged, and (iii) Shands and the Reorganized Debtors have agreed to release each other from all claims or liability arising out of the PSA upon the Reorganized Debtors distribution on account of the allowed portion of 1159; and it is further ORDERED that the Reorganized Debtors, the Reorganized Debtors s and Noticing Agent (Kurtzman Carson Consultants LLC), and the Clerk of this Bankruptcy Court are authorized to take all actions necessary or appropriate to effectuate this Order; and it is further ORDERED that the Bankruptcy Court shall retain jurisdiction over the Reorganized Debtors and the claimants whose claims are subject to the Tenth Omnibus Objection with respect to any matters related to or arising from the Tenth Omnibus Objection or the implementation of this Order. Dated:, 2018 White Plains, New York THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE 3 Shands asserted two claims against the Debtors, 1159 and 1171 in the amounts of $898, and $2,030,220.87, respectively (collectively, the Shands s ). Shands alleges that the Debtors overbilled Shands for services allegedly outside the scope of a Professional Services Agreement between Shands and 21st Century Oncology of Jacksonville, LLC dated November 17, 2014, as amended and assigned (the PSA ). The Reorganized Debtors, however, allege that the services were within the scope of the PSA and that Shands owes the Debtors approximately $500,000 for unpaid services. 4

12 No Liability s

13 s to be Disallowed and Expunged Number Amount # Name of ant 1 Accuray Incorporated 2579 $517, Analogic Corporation 2557 $24, $351, ASD Specialty Healthcare, LLC 869 $1,246, $17, Bethesda Health, 2308 $ Brunswick County Revenue California Department of Tax and Fee Administration (Functional Successor to Board of Equalization 7/1/17) 268 $2, California Department of Tax and Fee Administration et al 246 $15, County of San Bernardino 63 $3, Department of the Treasury - Internal 25 Revenue Service 212 $10, Department of the Treasury - Internal 26 Revenue Service 838 $11, st Century Oncology, 21st Century Oncology, 21st Century Oncology, LLC OnCure Medical Corp. California Radiation Therapy Management Services, SFRO Holdings, LLC Treasure Coast Medicine, LLC then have no further liability related to this then have no further liability related to this In re, et al. Case No (RDD) Page 1 of 8

14 # Name of ant 27 Department of the Treasury - Internal Revenue Service DiPietro, David 2502 $ DiPietro, David 2503 $ DiPietro, David 2504 $ Franchise Tax Board Franchise Tax Board Franchise Tax Board 2614 $ Franchise Tax Board Franchise Tax Board 2616 s to be Disallowed and Expunged Number Amount $ $12, $3, $ $3, $1, $1, $48.18 $3, $ Associates in Radiation Oncology Services, LLC 21st Century Oncology, 21st Century Oncology, LLC U.S. Cancer Care, Fountain Valley & Anaheim Radiation Oncology Centers, California Radiation Therapy Management Services, OnCure Medical Corp. 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. Debtors are not obligated. Debtors are not obligated. Debtors are not obligated. then have no further liability related to this then have no further liability related to this Debtors are not obligated. then have no further liability related to this then have no further liability related to this In re, et al. Case No (RDD) Page 2 of 8

15 # Name of ant 41 Hensley, Christian B $ Hensley, Christian B $ s to be Disallowed and Expunged Number Amount 21st Century Oncology, Debtors are not obligated. Debtors are not obligated. 43 Hudson, Laura A, Individually as Personal Representative of The Estate of Todd Michael Hudson 1782 $12,000, Jones Day 1177 $ JPMorgan Chase Bank, N.A $3,689, Lee Memorial Health System 1191 $ st Century Oncology Services, LLC 21st Century Oncology Management Services, SFRO Holdings, LLC 21st Century Oncology, LLC Debtors are not obligated. On November 7, 2017, the Debtors and ant entered into a stipulation and agreed order (the "Stipulation") [Docket No. 644], pursuant to which ant was permitted to proceed against the Debtors' insurance policy. The Stipulation provides that any unsatisfied portion of the that is in excess of the limits of the insurance policy shall constitute a general unsecured claim against the Debtors. Stipulation at 4. The Reorganized Debtors shall reserve sufficient funds/equity to cover any liability in excess of the limits of the insurance policy. Accordingly, the should be disallowed and expunged. The claim should be disallowed and expunged. This is based on a Continuing Unlimited Guranty executed by Debtor SFRO Holdings, LLC related to a promissory note (the "Note") executed by third party D.L.R. LLC. However, as there have been no defaults under the Note, this claim is merely protective. Accordingly, this claim should be expunged. Debtors are not obligated. 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. In re, et al. Case No (RDD) Page 3 of 8

16 # Name of ant s to be Disallowed and Expunged Number Amount 48 Maricopa 1139 $ $29, Maricopa County Treasurer 2513 $1, Massachusetts Department of Revenue 2581 $ $11, Massachusetts Department of Revenue 2583 $1, Navicure, 1126 $50, $60, Navicure, NYC Department of Finance 2612 $135, $32, $ Okaloosa County Tax Collector 2688 $153, Pinal County Treasurer 2704 Arizona Radiation Therapy Management Services, Arizona Radiation Therapy Management Services, 21st Century Oncology Services, LLC 21st Century Oncology, 21st Century Oncology, In re, et al. Case No (RDD) Page 4 of 8

17 # Name of ant s to be Disallowed and Expunged Number Amount 57 Professional Land Developers 2297 $ Protransportation 2306 $50, SCG Capital Corporation 1170 $ $22, Siemens Medical Solutions Inc 1990 $240, $ State of California State of California State of California State of California State of California 2697 $ $ $ $ North Carolina Radiation Therapy Management Services, LLC South Florida Radiation Oncology, LLC 21st Century Oncology, 21st Century Oncology, Fountain Valley & Anaheim Radiation Oncology Centers, OnCure Medical Corp. California Radiation Therapy Management Services, OnCure Holdings, 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. Debtors are not obligated. then have no further liability related to this then have no further liability related to this then have no further liability related to this then have no further liability related to this In re, et al. Case No (RDD) Page 5 of 8

18 # Name of ant 71 State of California State of New Jersey Division of Taxation Bankruptcy Section 2625 State of New Jersey Division of Taxation Bankruptcy Section 2626 State of New Jersey Division of Taxation Bankruptcy Section Treasurer, City of Pontiac 525 s to be Disallowed and Expunged Number Amount $ $6, $2, $2, $ UnitedHealthcare Insurance Company 46 $10, UnitedHealthcare Insurance Company 47 $3, UnitedHealthcare Insurance Company 48 $5, U.S. Cancer Care, 21st Century Oncology, 21st Century Oncology Services, LLC 21st Century Oncology, 21st Century Oncology Services, LLC Arizona Radiation Therapy Management Services, Jacksonville Radiation Therapy Services, LLC 21st Century Oncology of Prince Georges County, Maryland, LLC then have no further liability related to this expunged because it either (i) seeks recovery for unsubstantiated and/or unliquidated amounts for which the Reorganized Debtors are not obligated, or (ii) seeks recovery for amounts that were already satisfied by the Reorganized Debtors payment thereon. In re, et al. Case No (RDD) Page 6 of 8

19 # Name of ant 79 UnitedHealthcare Insurance Company 49 $50, UnitedHealthcare Insurance Company 50 $24, UnitedHealthcare Insurance Company 51 $16, UnitedHealthcare Insurance Company 62 $1, UnitedHealthcare Insurance Company 1147 $3, UnitedHealthcare Insurance Company 2593 $298, UnitedHealthcare Insurance Company 2671 $54, s to be Disallowed and Expunged Number Amount 21st Century Oncology of Jacksonville, LLC 21st Century Oncology of Kentucky, LLC 21st Century Oncology of Alabama, LLC Atlantic Urology Clinics, LLC 21st Century Oncology, LLC 21st Century Oncology, LLC 21st Century Oncology, LLC expunged because it either (i) seeks recovery for unsubstantiated and/or unliquidated amounts for which the Reorganized Debtors are not obligated, or (ii) seeks recovery for amounts that were already satisfied by the Reorganized Debtors payment thereon. In re, et al. Case No (RDD) Page 7 of 8

20 # Name of ant s to be Disallowed and Expunged Number Amount 86 Wells Fargo Vendor Financial Services, LLC 1223 $29, Wells Fargo Vendor Financial Services, 87 LLC 1227 $16, Wells Fargo Vendor Financial Services, 88 LLC 1232 $212, $2, Wisconsin Department of Revenue 2554 $ U.S. Cancer Care, North Carolina Radiation Therapy Management Services, LLC 21st Century Oncology, LLC In re, et al. Case No (RDD) Page 8 of 8

21 Exhibit C Redline of Revised Proposed Order on the Tenth Omnibus Objection

22 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Reorganized Debtors. ) (Jointly Administered) ) ORDER GRANTING REORGANIZED DEBTORS TENTH OMNIBUS OBJECTION TO CLAIMS SEEKING TO DISALLOW AND EXPUNGE CERTAIN NO LIABILITY CLAIMS Upon the Tenth Omnibus Objection (Docket No. [ ])1221) (the Tenth Omnibus Objection ) 2, of the above-captioned reorganized debtors (collectively, the Reorganized Debtors and, before the Effective Date of the Plan, the Debtors ), pursuant to sections 105(a) and 502(b) of title 11 of the United States Code (the Bankruptcy Code ), Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), the omnibus claims objection procedures (the Omnibus s Objection Procedures ), as approved by the Bankruptcy Court by that certain Order dated March 12, 2018 [Docket No. 1023] (the Omnibus Procedures Order ); and the Bankruptcy Court having jurisdiction to consider the Tenth Omnibus Objection and the relief requested therein in accordance with 28 U.S.C. 157(a)-(b) and 1334(b) and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Tenth Omnibus Objection and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before the 1 Each of the Reorganized Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Tenth Omnibus Objection.

23 Bankruptcy Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Tenth Omnibus Objection having been provided; and a hearing having been held on November 16, 2018 at 10:00 a.m. (Eastern Time) to consider the relief requested in the Tenth Omnibus Objection (the Hearing ); and based upon the record of the Hearing and of all of the proceedings had before the Bankruptcy Court; and the Bankruptcy Court having found and determined that the relief requested in the Tenth Omnibus Objection is in the best interests of the Reorganized Debtors, their estates, creditors, and all parties in interest, and that the legal and factual bases set forth in the Tenth Omnibus Objection establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is ORDERED that the relief requested in the Tenth Omnibus Objection is granted; and it is further ORDERED that, pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rule 3007, and the Omnibus s Objection Procedures, each of the No Liability s listed on Exhibit 1 attached hereto under the heading No Liability s to be Disallowed and Expunged is hereby disallowed and expunged; and it is further ORDERED that, with respect to any No Liability referenced and/or identified in the Tenth Omnibus Objection that is not listed on Exhibit 1 attached hereto, this Order has no res judicata, estoppel, or other effect on its validity, allowance, or disallowance, and all rights to object to or defend on any basis such No Liability are expressly reserved; and it is further ORDERED that, with respect to any No Liability that is not resolved by this Order, all of the Reorganized Debtors rights to later object to any such claim on any other basis are expressly reserved; and it is further 2

24 ORDERED that (i) , filed by Shands Jacksonville Medical Center ( Shands ) in the amount of $898, is hereby allowed as a general unsecured convenience class claim in the reduced amount of $875,000, (ii) 1171, filed by Shands in the amount of $2,030, is hereby disallowed and expunged, and (iii) Shands and the Reorganized Debtors have agreed to release each other from all claims or liability arising out of the PSA upon the Reorganized Debtors distribution on account of the allowed portion of 1159; and it is further ORDERED that the Reorganized Debtors, the Reorganized Debtors s and Noticing Agent (Kurtzman Carson Consultants LLC), and the Clerk of this Bankruptcy Court are authorized to take all actions necessary or appropriate to effectuate this Order; and it is further ORDERED that the Bankruptcy Court shall retain jurisdiction over the Reorganized Debtors and the claimants whose claims are subject to the Tenth Omnibus Objection with respect to any matters related to or arising from the Tenth Omnibus Objection or the implementation of this Order. Dated:, 2018 White Plains, New York THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE 3 Shands asserted two claims against the Debtors, 1159 and 1171 in the amounts of $898, and $2,030,220.87, respectively (collectively, the Shands s ). Shands alleges that the Debtors overbilled Shands for services allegedly outside the scope of a Professional Services Agreement between Shands and 21st Century Oncology of Jacksonville, LLC dated November 17, 2014, as amended and assigned (the PSA ). The Reorganized Debtors, however, allege that the services were within the scope of the PSA and that Shands owes the Debtors approximately $500,000 for unpaid services. 3

25 No Liability s

26 # Name of ant 1 Accuray Incorporated 2579 $517, Aetna 1012 $25, Aetna, 1014 $8, Aetna, 1016 $2, Aetna, 1068 $2, s to be Disallowed and Expunged Number Amount 6 Aetna, 1085 $ Analogic Corporation 2557 $24, $351, ASD Specialty Healthcare, LLC 869 $1,246, st Century Oncology, 21st Century Oncology of Jacksonville, LLC 21st Century Oncology of New Jersey, Atlantic Urology Clinics, LLC West Virginia Radiation Therapy Services, Jacksonville Radiation Therapy Services, LLC 21st Century Oncology, In re, et al. Case No (RDD) Page 1 of 14

27 # Name of ant 9 Bethesda Health, Brunswick County Revenue California Department of Tax and Fee Administration (Functional Successor to Board of Equalization 7/1/17) 268 California Department of Tax and Fee Administration et al Cardinal Health 108, LLC 195 s to be Disallowed and Expunged Number Amount $17, $ $2, $15, $299, $2, $619, st Century Oncology, LLC OnCure Medical Corp. California Radiation Therapy Management Services, 21st Century Oncology, LLC then have no further liability related to this then have no further liability related to this either (i) seeks recovery for unsubstantiated and/or unliquidated amounts for which the Reorganized Debtors are not obligated, or (ii) seeks recovery for amounts that were already satisfied by the Reorganized Debtors payment thereon. 14 Cardinal Health 108, LLC 1229 $2,559, st Century Oncology, LLC Debtors are not obligated. The claim alleges that debtor 21st Century Oncology, LLC ("21C") is liable to Cardinal Health 108, LLC ("Cardinal Health") under a theory of successor liability. The claim appends a judgment that Cardinal Health obtained against certain third parties (the "Third Parties"), and alleges that because 21C acquired the assets of the Third Parties for less than fair market value during the pendency of Cardinal Health's lawsuit against the Third Parties, 21C is now liable to Cardinal Health under a theory of successor liability. However, the Reorganized Debtors dispute the legal and factual bases underlying this claim, and the Reorganized Debtors are not liable for any amounts asserted therein. In re, et al. Case No (RDD) Page 2 of 14

28 # Name of ant s to be Disallowed and Expunged Number Amount Cigna Health and Life Insurance Company 1024 $ Cigna Health and Life Insurance Company 1025 $ Cigna Health and Life Insurance Company 1058 $ Cigna Health and Life Insurance Company 1065 $ Cigna HealthCare of Arizona, 1029 $ Cigna HealthCare of Florida, 1035 $507, st Century Oncology of Alabama, LLC 21st Century Oncology of Harford County, Maryland, LLC Goldsboro Radiation Therapy Services, LLC Berlin Radiation Therapy Treatment Center, LLC Arizona Radiation Therapy Management Services, 21st Century Oncology, LLC 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. expunged because it either (i) seeks recovery for unsubstantiated and/or unliquidated amounts for which the Reorganized Debtors are not obligated, or (ii) seeks recovery for amounts that were already satisfied by the Reorganized Debtors payment thereon. In re, et al. Case No (RDD) Page 3 of 14

29 # Name of ant 21 Cigna HealthCare of New Jersey, 1028 $ Cigna HealthCare of South Carolina, 1075 $ s to be Disallowed and Expunged Number Amount 23 Cigna HealthCare of South Carolina, 1112 $ County of San Bernardino 63 $3, Department of the Treasury - Internal 25 Revenue Service 212 $10, Department of the Treasury - Internal 26 Revenue Service 838 $11, Department of the Treasury - Internal Revenue Service DiPietro, David 2502 $ $ $12, st Century Oncology of New Jersey, Atlantic Urology Clinics, LLC Carolina Regional Cancer Center, LLC SFRO Holdings, LLC Treasure Coast Medicine, LLC Associates in Radiation Oncology Services, LLC 21st Century Oncology, 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. Debtors are not obligated. In re, et al. Case No (RDD) Page 4 of 14

30 # Name of ant 29 DiPietro, David 2503 $ DiPietro, David 2504 $ Franchise Tax Board Franchise Tax Board Franchise Tax Board 2614 $ Franchise Tax Board Franchise Tax Board 2616 s to be Disallowed and Expunged Number Amount $3, $ $3, $1, $1, $48.18 $3, $ st Century Oncology, LLC U.S. Cancer Care, Fountain Valley & Anaheim Radiation Oncology Centers, California Radiation Therapy Management Services, OnCure Medical Corp. 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. Debtors are not obligated. Debtors are not obligated. then have no further liability related to this then have no further liability related to this Debtors are not obligated. then have no further liability related to this then have no further liability related to this In re, et al. Case No (RDD) Page 5 of 14

31 # Name of ant 36 Gabeau, MD, Darlene 2490 $1,000, Gabeau, MD, Darlene 2491 $ Gabeau, MD, Darlene 2492 $1,000, s to be Disallowed and Expunged Number Amount 21st Century Oncology, New England Radiation Therapy Management Services, 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. Debtors are not obligated. Specifically, the claim asserts, inter alia, (i) tortious interference with a contract regarding an offer for employment, (ii) tortious interference, (iii) breach of contract for allegedly rescinding an offer of employment, and (iv) breach of contract for an unjustified demotion from position of Medical Director. However, the Reorganized Debtors dispute the legal and factual bases underlying this claim, and the Reorganized Debtors are not liable for any amounts asserted therein. Debtors are not obligated. Specifically, the claim asserts, inter alia, (i) tortious interference with a contract regarding an offer for employment, (ii) tortious interference, (iii) breach of contract for allegedly rescinding an offer of employment, and (iv) breach of contract for an unjustified demotion from position of Medical Director. However, the Reorganized Debtors dispute the legal and factual bases underlying this claim, and the Reorganized Debtors are not liable for any amounts asserted therein. Debtors are not obligated. Specifically, the claim asserts, inter alia, (i) tortious interference with a contract regarding an offer for employment, (ii) tortious interference, (iii) breach of contract for allegedly rescinding an offer of employment, and (iv) breach of contract for an unjustified demotion from position of Medical Director. However, the Reorganized Debtors dispute the legal and factual bases underlying this claim, and the Reorganized Debtors are not liable for any amounts asserted therein. In re, et al. Case No (RDD) Page 6 of 14

32 # Name of ant 39 Gabeau, MD, Darlene 2493 $1,000, Gousse, M.D., Angelo Hensley, Christian B $ Hensley, Christian B $ s to be Disallowed and Expunged Number Amount $12, $1,087, South Florida Radiation Oncology, LLC 21st Century Oncology, 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. Debtors are not obligated. Specifically, the claim asserts, inter alia, (i) tortious interference with a contract regarding an offer for employment, (ii) tortious interference, (iii) breach of contract for allegedly rescinding an offer of employment, and (iv) breach of contract for an unjustified demotion from position of Medical Director. However, the Reorganized Debtors dispute the legal and factual bases underlying this claim, and the Reorganized Debtors are not liable for any amounts asserted therein. Debtors are not obligated. The Reorganized Debtors terminated Dr. Gousse's employment contract appropriately under the ninety-day no cause termination provision in his contract, which states: "Either party may terminate this Agreement at any time upon ninety (90) days prior written notice to the other. Such notice of termination need not specify cause." Accordingly, the Reorganized Debtors have no liability on account of this claim, and this claim should be disallowed and expunged. Debtors are not obligated. Debtors are not obligated. In re, et al. Case No (RDD) Page 7 of 14

33 # Name of ant s to be Disallowed and Expunged Number Amount 43 Hudson, Laura A, Individually as Personal Representative of The Estate of Todd Michael Hudson 1782 $12,000, Jones Day 1177 $ JPMorgan Chase Bank, N.A $3,689, Kirby, Shawn 2301 $1,952, Lee Memorial Health System 1191 $ st Century Oncology Services, LLC 21st Century Oncology Management Services, SFRO Holdings, LLC 21st Century Oncology, LLC 21st Century Oncology, LLC Debtors are not obligated. On November 7, 2017, the Debtors and ant entered into a stipulation and agreed order (the "Stipulation") [Docket No. 644], pursuant to which ant was permitted to proceed against the Debtors' insurance policy. The Stipulation provides that any unsatisfied portion of the that is in excess of the limits of the insurance policy shall constitute a general unsecured claim against the Debtors. Stipulation at 4. The Reorganized Debtors shall reserve sufficient funds/equity to cover any liability in excess of the limits of the insurance policy. Accordingly, the should be disallowed and expunged. The claim should be disallowed and expunged. This is based on a Continuing Unlimited Guranty executed by Debtor SFRO Holdings, LLC related to a promissory note (the "Note") executed by third party D.L.R. LLC. However, as there have been no defaults under the Note, this claim is merely protective. Accordingly, this claim should be expunged. Debtors are not obligated. The is based upon an alleged action pursuant to the Rhode Island Whistleblowers Protection Act for terminating Kirby s employment on October 14, However, the Reorganized Debtors have no liability on account of this claim, and this claim should be disallowed and expunged. Debtors are not obligated. 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. In re, et al. Case No (RDD) Page 8 of 14

34 # Name of ant s to be Disallowed and Expunged Number Amount 48 Maricopa 1139 $ $29, Maricopa County Treasurer 2513 $1, Massachusetts Department of Revenue 2581 $ $11, Massachusetts Department of Revenue 2583 $1, Navicure, 1126 $50, $60, Navicure, NYC Department of Finance 2612 $135, $32, $ Okaloosa County Tax Collector 2688 $153, Pinal County Treasurer 2704 Arizona Radiation Therapy Management Services, Arizona Radiation Therapy Management Services, 21st Century Oncology Services, LLC 21st Century Oncology, 21st Century Oncology, In re, et al. Case No (RDD) Page 9 of 14

35 # Name of ant s to be Disallowed and Expunged Number Amount 57 Professional Land Developers 2297 $ Protransportation 2306 $50, Rossner, Michael 697 $58, SCG Capital Corporation 1170 $ Seafarers Health and Benefits Plan 1100 $38, Shands Jacksonville Medical Center Inc 1159 $898, Shands Jacksonville Medical Center, 1171 $2,030, $22, Siemens Medical Solutions Inc 1990 $240, Simi Valley Hospital and Health Care Services, a California Nonprofit Religious Corporation dba Adventist Health Simi Valley 1166 $ North Carolina Radiation Therapy Management Services, LLC South Florida Radiation Oncology, LLC 21st Century Oncology, 21st Century Oncology of Jacksonville, LLC 21st Century Oncology of Jacksonville, LLC 21st Century Oncology, LLC 21st Century Oncology, U.S. Cancer Care, 1 Asserted amounts listed as $0.00 reflect that the amount asserted on the is unliquidated. Debtors are not obligated. Debtors are not obligated. Debtors are not obligated. In re, et al. Case No (RDD) Page 10 of 14

36 # Name of ant 66 State of California State of California State of California State of California State of California State of California State of New Jersey Division of Taxation Bankruptcy Section 2625 State of New Jersey Division of Taxation Bankruptcy Section 2626 s to be Disallowed and Expunged Number Amount $ $ $ $ $ $ $6, $2, Fountain Valley & Anaheim Radiation Oncology Centers, OnCure Medical Corp. California Radiation Therapy Management Services, OnCure Holdings, U.S. Cancer Care, 21st Century Oncology, 21st Century Oncology Services, LLC then have no further liability related to this then have no further liability related to this then have no further liability related to this then have no further liability related to this In re, et al. Case No (RDD) Page 11 of 14

37 # Name of ant 74 State of New Jersey Division of Taxation Bankruptcy Section Treasurer, City of Pontiac 525 s to be Disallowed and Expunged Number Amount $2, $ UnitedHealthcare Insurance Company 46 $10, UnitedHealthcare Insurance Company 47 $3, UnitedHealthcare Insurance Company 48 $5, UnitedHealthcare Insurance Company 49 $50, UnitedHealthcare Insurance Company 50 $24, st Century Oncology, 21st Century Oncology Services, LLC Arizona Radiation Therapy Management Services, Jacksonville Radiation Therapy Services, LLC 21st Century Oncology of Prince Georges County, Maryland, LLC 21st Century Oncology of Jacksonville, LLC 21st Century Oncology of Kentucky, LLC then have no further liability related to this expunged because it either (i) seeks recovery for unsubstantiated and/or unliquidated amounts for which the Reorganized Debtors are not obligated, or (ii) seeks recovery for amounts that were already satisfied by the Reorganized Debtors payment thereon. In re, et al. Case No (RDD) Page 12 of 14

38 # Name of ant 81 UnitedHealthcare Insurance Company 51 $16, UnitedHealthcare Insurance Company 62 $1, UnitedHealthcare Insurance Company 1147 $3, UnitedHealthcare Insurance Company 2593 $298, s to be Disallowed and Expunged Number Amount 85 UnitedHealthcare Insurance Company 2671 $54, Wells Fargo Vendor Financial Services, 86 LLC 1223 $29, Wells Fargo Vendor Financial Services, 87 LLC 1227 $16, st Century Oncology of Alabama, LLC Atlantic Urology Clinics, LLC 21st Century Oncology, LLC 21st Century Oncology, LLC 21st Century Oncology, LLC U.S. Cancer Care, North Carolina Radiation Therapy Management Services, LLC expunged because it either (i) seeks recovery for unsubstantiated and/or unliquidated amounts for which the Reorganized Debtors are not obligated, or (ii) seeks recovery for amounts that were already satisfied by the Reorganized Debtors payment thereon. In re, et al. Case No (RDD) Page 13 of 14

39 # Name of ant s to be Disallowed and Expunged Number Amount 88 Wells Fargo Vendor Financial Services, LLC 1232 $212, $2, Wisconsin Department of Revenue 2554 $ st Century Oncology, LLC In re, et al. Case No (RDD) Page 14 of 14