EXHIBIT 10.15
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT
OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN
COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
AS OF _____ __, 1997
DENTAL CARE ALLIANCE, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
NO. WP-1
FOR VALUE RECEIVED, DENTAL CARE ALLIANCE, INC., a Delaware corporation
(the "Company"), hereby certifies that THE NASSAU GROUP, INC. or registered
assigns (the "Holder") is entitled, subject to the provisions of this Warrant,
to purchase from the Company, fully paid and non-assessable shares (the "Warrant
Shares") of Common Stock for a price of $92,355.00 (the "Exercise Price") or $
per share.
The term "Common Stock" means the Common Stock, par value $.01 per
share, of the Company as constituted on the date the Company completes an
initial public offering (the "Base Date"). The number of shares of Common Stock
to be received upon the exercise of this Warrant and the Exercise Price may be
adjusted from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter referred to as "Warrant Stock." The term "Other Securities" means
any other equity or debt securities that may be issued by the Company in
addition thereto or in substitution for the Warrant Stock. The term "Company"
means and includes the corporation named above as well as (i) any immediate or
more remote successor corporation resulting from the merger or consolidation of
such corporation (or any immediate or more remote successor corporation of such
corporation) with another corporation, or (ii) any corporation to which such
corporation (or any immediate or more remote successor corporation of such
corporation) has transferred its property or assets as an entirety or
substantially as an entirety.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver a new Warrant of like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen, destroyed
or mutilated shall be at any time enforceable by anyone.
The Holder agrees with the Company that this Warrant is issued, and all
the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein.
1. EXERCISE OF WARRANT. This Warrant may be exercised in whole or in
part at any time, or from time to time during the period commencing on the date
hereof and expiring 5:00 p.m. Eastern Time on _____ __, 1998 (the "Expiration
Date"), by presentation and surrender of this Warrant to the Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Warrant Exercise Form attached hereto duly executed and accompanied by payment
(either in cash or by certified or official bank check or delivery by Holder of
a promissory note, payable to the order of the Company) of the Exercise Price
for the number of shares specified in such form and instruments of transfer, if
appropriate, duly executed by the Holder or his or her duly authorized attorney.
If this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Holder thereof to purchase the balance of the
shares purchasable hereunder. Upon receipt by the Company of this Warrant,
together with the Exercise Price, at its office, or by the stock transfer agent
of the Company at its office, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder. The Company shall pay
any and all documentary stamp or similar issue taxes payable in respect of the
issue or delivery of shares of Common Stock on exercise of this Warrant,
provided, that the Company shall not be required to pay any tax that may be
payable in respect of any transfer that may be involved in the issuance and
delivery of any certificate in a name other than that of the Holder of the
Warrant exercised.
2. RESERVATION OF SHARES. The Company will at all times reserve for
issuance and delivery upon exercise of this Warrant all shares of Common Stock
or other shares of capital stock of the Company (and Other Securities) from time
to time receivable upon exercise of this Warrant. All such shares (and Other
Securities) shall be duly authorized and, when issued upon such exercise, shall
be validly issued, fully paid and non-assessable and free of all preemptive
rights.
3. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant, but the
Company shall pay the Holder an
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amount equal to the fair market value of such fractional share of Common Stock
in lieu of each fraction of a share otherwise called for upon any exercise of
this Warrant. For purposes of this Warrant, the fair market value of a share of
Common Stock shall be determined as follows:
(a) If the Common Stock is listed on a National Securities
Exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the NASDAQ system, the current market value shall be the last
reported sale price of the Common Stock on such exchange or system on the last
business day prior to the date of exercise of this Warrant or if no such sale is
made on such day, the average of the closing bid and asked prices for such day
on such exchange or system; or
(b) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market value shall be the mean of the
last reported bid and asked prices reported by the National Quotation Bureau,
Inc. on the last business day prior to the date of the exercise of this Warrant;
or
(c) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current market value shall be an amount, not less than book value thereof as at
the end of the most recent fiscal year of the Company ending prior to the date
of the exercise of the Warrant, determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations, entitling the
Holder or Holders thereof to purchase in the aggregate the same number of shares
of Common Stock purchasable hereunder. Upon surrender of this Warrant to the
Company or at the office of its stock transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall promptly be cancelled. This Warrant may be divided or
combined with other Warrants that carry the same rights upon presentation hereof
at the office of the Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and denominations in
which new Warrants are to be issued and signed by the Holder hereof.
5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.
6. ANTI-DILUTION PROVISIONS.
6.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at
any time subdivide its outstanding shares of Common Stock (or Other Securities
at the time receivable
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upon the exercise of the Warrant) by recapitalization, reclassification or
split-up thereof, or if the Company shall declare a stock dividend or distribute
shares of Common Stock to its stockholders, the number of shares of Common Stock
subject to this Warrant immediately prior to such subdivision shall be
proportionately increased and the Exercise Price shall be proportionately
decreased, and if the Company shall at any time combine the outstanding shares
of Common Stock by recapitalization, reclassification or combination thereof,
the number of shares of Common Stock or Other Securities subject to this Warrant
immediately prior to such combination shall be proportionately decreased and the
Exercise Price shall be proportionately increased. Any such adjustments pursuant
to this Section 6.1 shall be effective at the close of business on the effective
date of such subdivision or combination or if any adjustment is the result of a
stock dividend or distribution then the effective date for such adjustment based
thereon shall be the record date therefor.
6.2 ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER,
ETC. In case of any reorganization of the Company (or any other corporation, the
securities of which are at the time receivable on the exercise of this Warrant)
after the Base Date or in case after such date the Company (or any such other
corporation) shall consolidate with or merge into another corporation or convey
all or substantially all of its assets to another corporation, then, and in each
such case, the Holder of this Warrant upon the exercise thereof as provided in
Section 1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the securities and property receivable upon the exercise of this Warrant prior
to such consummation, the securities or property to which such Holder would have
been entitled upon such consummation if such Holder had exercised this Warrant
immediately prior thereto; in each such case, the terms of this Warrant shall be
applicable to the securities or property receivable upon the exercise of this
Warrant after such consummation.
6.3 FURTHER ASSURANCES. While this Warrant is outstanding,
the Company (a) will not permit the par value, if any, of the shares of Common
Stock receivable upon the exercise of this Warrant to be above the amount
payable therefor upon such exercise and (b) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
or sell fully paid and non-assessable shares of capital stock upon the exercise
of this Warrant.
6.4 CERTIFICATE AS TO ADJUSTMENTS. In each case of an
adjustment in the number of shares of Warrant Stock or Other Securities
receivable on the exercise of this Warrant, the Company at its expense will
promptly compute such adjustment in accordance with the terms of this Warrant
and prepare a certificate executed by an executive officer of the Company
setting forth such adjustment and showing in detail the facts upon which such
adjustment is based. The Company will forthwith mail a copy of each such
certificate to the Holder.
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6.5 NOTICES OF RECORD DATE, ETC. In case:
(a) the Company shall take a record of the
holders of its Common Stock (or Other Securities at the time receivable upon the
exercise of the Warrant) for the purpose of entitling them to receive any
dividend (other than a cash dividend at the same rate as the rate of the last
cash dividend theretofore paid) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities, or to receive any other right; or
(b) of any capital reorganization of the Company,
any reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution,
liquidation or winding up of the Company,
then, and in each such case, the Company shall mail or cause to be mailed to
each Holder of the Warrant at the time outstanding a notice specifying, as the
case may be, (i) the date on which a record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the time, if any,
to be fixed, as to which the holders of record of Common Stock (or such other
securities at the time receivable upon the exercise of the Warrant) shall be
entitled to exchange their shares of Common Stock (or such other securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding up. Such notice shall be mailed at least 20 days prior to the date
therein specified and the Warrant may be exercised prior to said date during the
term of the Warrant.
7. TRANSFER TO COMPLY WITH THE SECURITIES ACT. Notwithstanding any
other provision contained herein, this Warrant and any Warrant Stock or Other
Securities may not be sold, transferred, pledged, hypothecated or otherwise
disposed of except as follows: (a) to a person who, in the opinion of counsel to
the Company, is a person to whom this Warrant or the Warrant Stock or Other
Securities may legally be transferred without registration and without the
delivery of a current prospectus under the Securities Act with respect thereto
and then only against receipt of an agreement of such person to comply with the
provisions of this Section 7 with respect to any resale or other disposition of
such securities; or (b) to any person upon delivery of a prospectus then meeting
the requirements of the Securities Act relating to such securities and the
offering thereof for such sale or disposition, and thereafter to all successive
assignees.
8. LEGEND. Unless the shares of Warrant Stock or Other Securities have
been registered under the Securities Act, upon exercise of any of the Warrants
and the issuance of any
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of the shares of Warrant Stock or Other Securities, all certificates
representing such securities shall bear on the face thereof substantially the
following legend:
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and
may not be sold, offered for sale, assigned, transferred or
otherwise disposed of, unless registered pursuant to the
provisions of that Act or unless an opinion of counsel to the
Corporation is obtained stating that such disposition is in
compliance with an available exemption from such registration.
9. REGISTRATION RIGHTS.
(a) RIGHT OF HOLDER TO INCLUDE SHARES. Whenever the Company
proposes to register any of its Common Stock under the Securities Act on Form
X-0, X-0, X-0 or any similar form then in effect (a "Registration Statement"),
whether or not for its own account, the Company shall, except with respect to
the initial public offering by the Company of any class of equity securities
give written notice thereof to the Holder at least 30 days before such filing,
if practicable (but in no event less than 20 days before such filing), offering
the Holder the opportunity to register on such Registration Statement such
number of Shares as the Holder may request in writing, subject to the provisions
of Section 9(b), not later than 10 days before such filing (a "Piggyback
Registration"). Upon receipt by the Company of any such request, the Company
shall use reasonable efforts to, or in the case of an offering that is
underwritten (an "Underwritten Registration"), to cause such Shares to be
included in such Registration Statement (or in a separate Registration Statement
concurrently filed) and to cause such Registration Statement to become effective
with respect to such Shares. If the Company's registration is to be effected
pursuant to an Underwritten Offering, Shares registered pursuant to this Section
9 shall be distributed in accordance with such offering. Notwithstanding the
foregoing, if at any time after giving written notice of its intention to
register Shares and before the effectiveness of the Registration Statement filed
in connection with such registration, the Company determines for any reason
either not to effect such registration or to delay such registration, the
Company may, at its election, by delivery of a written notice to the Holder (i)
in the case of a determination not to effect registration, relieve itself of its
obligation to register the Shares in connection with such registration or (ii)
in the case of a determination to delay registration, delay the registration of
the Shares for the same period as the delay in the registration of such other
shares of Common Stock. If the Holder requests inclusion in a registration
pursuant to this Section 9, he may, at any time before the effective date of the
Registration Statement relating to such registration, revoke such request by
delivering written notice of such revocation to the Company (which notice shall
be effective only upon receipt by the Company); PROVIDED, HOWEVER, that if the
Company, in consultation with its financial and legal advisors, determines that
such revocation would materially delay the registration or otherwise require a
recirculation of the prospectus contained in the Registration Statement, then
the Holder shall have no right to so revoke his request.
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(b) UNDERWRITTEN REGISTRATION.
(i) Notwithstanding anything herein to the
contrary, the Holder may not participate in any Underwritten
Registration hereunder unless he (a) agrees to sell the Shares on the
same terms and conditions provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangement
and (b) accurately completes and executes in a timely manner all
questionnaires, powers of attorney, indemnities, custody agreements,
underwriting agreements and other documents required under the terms of
such underwriting arrangements. Notwithstanding (a) above, the Holder
shall be required to pay his proportionate share of any underwriting
discount and related expenses of the underwriters borne by other
stockholders (as opposed to the Company) with respect to the
registration and offering of the Shares only if the Registration
Statement relating to such registration is declared effective, and
shall be reimbursed for any such amounts paid if the Registration
Statement does not become effective or if there is a suspension of its
effectiveness. In addition, the Holder shall be responsible for any
legal, accounting or other professional fees and expenses incurred by
the Holder.
(ii) If any Piggyback Registration is in the form
of an Underwritten Offering, the managing underwriter or underwriters
and any additional investment bankers and managers to be used in
connection with such registration shall be selected by the Company
(subject to any separate agreement with the holders on behalf of which
a secondary Underwritten Offering is being made.
(c) PRIORITY IN PIGGYBACK REGISTRATION.
(i) If the shares of Common Stock to be included in
a Piggyback Registration are to be sold in one or more Underwritten
Offerings and the managing underwriter or underwriters advise the
Company in writing that the total amount of shares of Common Stock
requested to be included in such offering would exceed the maximum
amount of securities which can be marketed at a price reasonably
related to the current fair market value of such securities without
adversely affecting such offering (the "Underwriters' Maximum Number"),
then the Company will so notify the Holder and will be required to
include in such registration, to the extent of the Underwriters'
Maximum Number: FIRST, if the Underwritten Registration is an
underwritten registration on behalf of the stockholders of the Company,
the shares of Common Stock requested by such stockholders to be
included in such registration, PRO RATA among such stockholders on the
basis of the number of shares of Common Stock held by such
stockholders; SECOND, any shares of Common Stock that the Company
proposes to sell for its own account; and THIRD, other securities
requested to be included in such registration; PROVIDED, HOWEVER, that
if the Underwritten Registration is an underwritten registration on
behalf of the Company, the Company will include in such registration,
in lieu of the first and second priorities described above, to the
extent of the Underwriters' Maximum Number:
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FIRST, the shares of Common Stock the Company proposes to sell and
SECOND, the shares of Common Stock requested by the stockholders of
the Company to be included in such registration, PRO RATA among such
stockholders on the basis of the number of shares of Common Stock held
by such stockholders.
(ii) If any of the Shares to be included in a
Piggyback Registration are to be sold in a non-underwritten offering,
but the Company, after consultation with an investment banking firm of
nationally recognized standing (including a regional firm of recognized
standing), reasonably determines the amount of shares of Common Stock
to be included in such registration exceeds the amount of securities
that can be sold within a price range acceptable to the Company or the
initiating holders and notifies all holders of shares of Common Stock
requesting inclusion in such registration of such determination
("Company's Maximum Number"), then the Company will be required to
include in such registration, to the extent of the Company's Maximum
Number, shares of Common Stock in accordance with the priorities set
forth in paragraph (i) above.
(d) DELIVERY OF REGISTRATION STATEMENT. In connection with a
Piggyback Registration, the Company shall deliver to the Holder, its counsel and
the underwriters, if any, without charge, at least one signed copy of the
Registration Statement, upon request, and such number of conformed copies
thereof and such number of copies of the Prospectus (including the preliminary
Prospectus) included in such Registration Statement and any amendment or
supplement thereto or any other document as such persons may reasonably request
and as promptly as practicable after the filing with the Securities and Exchange
Commission of any document which is incorporated by reference into a
Registration Statement, the copy of such document.
(e) EQUITY HOLDER INFORMATION. If Shares owned by the Holder
are included in a Piggyback Registration, the Holder shall furnish promptly to
the Company such information regarding himself and the distribution of such
securities as the Company may from time to time reasonably request in writing in
order that the Company may comply with applicable securities laws.
(f) INDEMNIFICATION. In the event of any registration of
Shares under the Securities Act pursuant to this Agreement, the Company shall
indemnify and hold harmless the Holder against any losses, claims, damages or
liabilities, joint or several, to which any of such persons may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or action in respect thereof) arise out of or are based upon an
untrue statement of a material fact contained in any registration statement
under which such Shares were registered under the Securities Act, any final
prospectus contained therein, or any amendment or supplement thereto, or any
document prepared and/or furnished by the Company incident to the registration
or qualification of any Shares, or arise out of or are based upon the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading or, with respect to any final
prospectus, necessary to make the statements therein
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in light of the circumstances under which they were made, not misleading, or any
violations by the Company of the Securities Act or state securities or "blue
sky" laws applicable to the Company relating to action or inaction required of
the Company in connection with such registration or qualification under such
state securities or blue sky laws; and shall reimburse such seller for any legal
or any other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
said registration statement, said final prospectus or said amendment or
supplement or any document incident to the registration or qualification of any
Shares in reliance upon and in conformity with information furnished to the
Company by the Holder for use in preparation thereof. Before Shares held by the
Holder shall be included in any registration pursuant to this Agreement, the
Holder shall have agreed to indemnify and hold harmless (in the same manner and
to the same extent as set forth in this Section 9(g) for the indemnification of
the Holder by the Company) the Company, each director of the Company, each
officer of the Company who shall sign such registration statement and any person
who controls the Company within the meaning of the Securities Act, with respect
to any untrue statement or omission from such registration statement or final
prospectus contained therein or any amendment or supplement thereto, if such
untrue statement or omission was (i) made in reliance upon and in conformity
with information furnished to the Company by the Holder for use in the
preparation of such registration statement, final prospectus or amendment or
supplement or (ii) contained in any Registration Statement which was utilized by
the Holder or any controlling person or affiliate of the Holder either (A) on
any date which is in excess of 45 days after the date of the Prospectus included
therein, or (B) after the Holder was notified that such Registration Statement
contained an untrue statement of a material fact or omitted to state any
material fact. Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in this Section 9(g),
such indemnified party will, if a claim in respect thereof is made against any
indemnifying party, given written notice to the latter of such claim and/or the
commencement of such action. In case any such action is brought against an
indemnified party, the indemnifying party will be entitled to participate in and
assume the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the
indemnifying party shall be responsible for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof,
provided that if any indemnified party shall have reasonably concluded that
there may be one or more legal defenses available to such indemnified party
which conflict in any material respect with those available to the indemnifying
party, or that such claim or litigation involves or could have an effect upon
matters beyond the scope of the indemnity agreement provided in this Section
9(g), such indemnifying party shall reimburse such indemnified party and any
person controlling such indemnified party for that portion of the fees and
expenses of any counsel retained by the indemnified party which are reasonably
related to the matters covered by the indemnity agreement provided in this
Section 9(g). The indemnify party shall not make any settlement of any claims
indemnified against thereunder without the
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written consent of the indemnified party or parties, which consent shall not be
unreasonably withheld.
(g) CERTAIN LIMITATIONS ON REGISTRATION RIGHTS.
Notwithstanding the other provisions of this Agreement, the Company shall not be
obligated to register the Shares of Holder if, in the opinion of counsel to the
Company, the sale or other disposition of all of the Holders' Shares may be
effected without registering such Restricted Shares under the Securities Act.
10. NOTICES. All notices required hereunder shall be in writing and
shall be deemed given when telegraphed, delivered personally or within two days
after mailing when mailed by certified or registered mail, return receipt
requested, to the Company at its principal office, or to the Holder at the
address set forth on the record books of the Company, or at such other address
of which the Company or the Holder has been advised by notice hereunder.
11. APPLICABLE LAW. The Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
of Florida, without giving effect to the choice of law rules thereof.
IN WITNESS HEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.
DENTAL CARE ALLIANCE, INC.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
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WARRANT EXERCISE FORM
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _______ shares of Common Stock of Dental
Care Alliance, Inc., a Delaware corporation, and hereby makes payment of
$____________ in payment therefor.
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Signature
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Signature, if jointly held
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Date
INSTRUCTIONS FOR ISSUANCE OF STOCK
(if other than to the registered holder of the within Warrant)
Name
---------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
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Social Security or
Taxpayer Identification Number
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ASSIGNMENT FORM
FOR VALUE RECEIVED,
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hereby sells, assigns and transfers unto
Name
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(Please typewrite or print in block letters)
the right to purchase Common Stock of Dental Care Alliance, Inc., a Delaware
corporation, represented by this Warrant to the extent of shares as to which
such right is exercisable and does hereby irrevocably constitute and appoint
Attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
DATED: ____________, _____.
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Signature
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Signature, if jointly held
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