EXHIBIT 10.24
DENTAL CARE ALLIANCE, INC.
0000 XXXX XXXXXX, 0XX XXXXX
XXXXXXXX, XXXXXXX 00000
August __, 1997
J. Xxxxxxx Xxxxxxx
The Nassau Group, Inc.
00 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Dear Xxx:
This letter clarifies certain matters and confirms our agreement to
terminate that certain letter agreement dated September 29, 1995, as amended on
April 26, 1996 (the "Nassau Agreement"), between The Nassau Group, Inc.
("Nassau") and Dental Care Alliance, Inc. (the "Company") and the letter
agreement dated September 29, 1995 (the "Xxxxxxx Agreement") between J. Xxxxxxx
Xxxxxxx ("Xxxxxxx") and the Company. The Nassau Agreement and the Xxxxxxx
Agreement are hereinafter collectively referred to as the "Agreements."
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Agreements.
NOW, THEREFORE, in consideration of the facts, mutual provisions and
convenants contained herein, the parties intending to be legally bound, hereby
agree as follows:
1. Nassau's option to purchase the Retainer Stock has been exercised in
full. The registration rights respecting the Retainer Stock are set forth in
that certain Equity Holders Agreement dated April 30, 1997 between Nassau and
the Company (the "Nassau Equity Holders Agreement"). Xxxxxxx'x option to
purchase Common Stock pursuant to the Xxxxxxx Agreement has been exercised in
full. The registration rights respecting such shares are set forth in that
certain Equity Holders Agreement dated April 30, 1997, between Xxxxxxx and the
Company (the "Xxxxxxx Equity Holders Agreement"). The Nassau Equity Holders
Agreement and the Xxxxxxx Equity Holders Agreement are hereinafter collectively
referred to as the "Equity Holders Agreements." No registration rights were
attached as Exhibit A to the Agreements. The Company hereby acknowledges that
Nassau has transferred all of its right, title and interest in the Retainer
Stock to Xxxxxxx, and that Nassau has assigned all of its rights under the
Nassau Equity Holders Agreement to Xxxxxxx. The Company hereby consents to such
transfer and such assignment.
2. Upon your execution hereof, the Agreements shall be terminated and
of no further force or effect, except with respect to the indemnification
provisions contained in Section 4 of the Nassau Agreement, which shall continue
in effect in accordance with their terms, and except that Nassau shall be
entitled to receive the M&A Warrant in accordance with the terms of the Nassau
Letter (as modified by this Agreement) for services being provided in connection
with such a transaction if the Company (i) does not consummate an initial public
offering within 18 months from the date hereof and (ii) consummates an M&A
Transaction within 18 months from the date hereof.
3. Both Nassau and Xxxxxxx acknowledge and agree that, except as
expressly set forth herein, they have no further rights pursuant to the
Agreements, including as they relate to the 18 Month Warrant, the IPO Warrant,
the M&A Warrant or any warrant issued in connection with a Shell Company
Transaction, or in connection with a Capital Raising Transaction, and that they
have no other equity interest in the Company except for the 1,040 shares of
pre-stock split Common Stock purchased pursuant
J. Xxxxxxx Xxxxxxx
The Nassau Group, Inc.
August __, 1997
Page 2
to the options referred to by the parties in Section 1 of this Agreement and as
granted pursuant to a letter agreement entered into by the parties
simultaneously herewith (the "Other Letter Agreement"). Each of Nassau and
Xxxxxxx also acknowledge that, except as set forth in the Other Letter
Agreement, they have no other rights to fees from the Company under the
Agreements, including any right to an IPO Transaction Fee or pursuant to a
Capital Raising Transaction.
4. This Agreement supersedes all prior agreements, understandings,
negotiations and discussions, both written and oral, between the parties with
respect to the subject matter hereof.
If the foregoing correctly sets forth your understanding with respect
to the subject matter hereof, please so indicate by signing below.
Very truly yours,
Dental Care Alliance, Inc.
By:
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Name: Xx. Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
Acknowledged and Agreed:
The Nassau Group, Inc.
By:
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Name:
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Title:
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J. Xxxxxxx Xxxxxxx
