EXHIBIT 10.16
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 __, 199__
DENTAL CARE ALLIANCE, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
NO. WP-2
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 $350,000.00 (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 ___________ (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.
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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 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.
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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 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
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such registration, in lieu of the first and second priorities
described above, to the extent of the Underwriters' Maximum
Number: 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
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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 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
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party shall not make any settlement of any claims indemnified against thereunder
without the 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:
---------------------------------------
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.
-------------------------------
Signature
-------------------------------
Signature, if jointly held
-------------------------------
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
------------------------------------------------------------------------
-------------------------------------------------------------------------------
Social Security or
Taxpayer Identification Number
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ASSIGNMENT FORM
FOR VALUE RECEIVED,
------------------------------------------------------------
hereby sells, assigns and transfers unto
Name
---------------------------------------------------------------------------
(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: ____________, _____.
---------------------------------
Signature
---------------------------------
Signature, if jointly held
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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
Gentlemen:
This letter sets forth our agreement with respect to certain securities
of Dental Care Alliance, Inc. (the "Company") and other compensation to be
received by the Nassau Group, Inc. ("Nassau") in consideration for its
assistance to the Company in connection with an initial public offering of the
Company's Common Stock.
1. The Company shall, upon the consummation of an initial public
offering by the Company (an "IPO Transaction") at any time after the date
hereof, issue to Nassau a warrant, exercisable at Nassau's sole discretion for
five years from the date of grant (the "IPO Warrant A"), to purchase that number
of shares of Common Stock obtained by dividing $350,000 by the price per share
of the shares sold in the IPO Transaction. For IPO Warrant A, the exercise price
per share shall be the price per share of the shares sold in the IPO
Transaction. A copy of the form to be used for IPO Warrant A is attached hereto
as Exhibit A.
2. The Company shall, upon the consummation of an IPO Transaction at
any time after the date hereof, issue to Nassau a warrant, exercisable at
Nassau's sole discretion for one year from the date of grant (the "IPO Warrant
B"), to purchase that number of shares of Common Stock obtained after the
Company completes its stock split in connection with the IPO Transaction
equivalent to 650 shares of pre-stock split Common Stock. IPO Warrant A and IPO
Warrant B are hereinafter collectively referred to as the "IPO Warrants." For
IPO Warrant B, the exercise price per share shall be an amount equal to
$92,355.00 divided by the number of shares of Common Stock issued upon exercise
of IPO Warrant B. A copy of the form to be used for IPO Warrant B is attached
hereto as Exhibit B.
3. Upon the consummation of an IPO Transaction at any time during the
18 month period from the date hereof, the Company shall pay or cause to be paid
to Nassau a fee of $100,000 in cash (the "IPO Transaction Fee").
4. Both Nassau and Xxxxxxx acknowledge and agree that they have no
further rights to purchase shares of Common Stock or other securities of the
Company, except as set forth herein. Each of Nassau and Xxxxxxx also acknowledge
that they have no other rights to fees,
J. Xxxxxxx Xxxxxxx
The Nassau Group, Inc.
August __, 1997
Page 2
except for the IPO Transaction Fee and for approximately $60,000 already
invoiced to the Company by Nassau. Each of Nassau and Xxxxxxx also acknowledges
and agrees that he and it have no registration rights except for the piggyback
registration rights contained in those certain Equity Holders Agreements between
the Company on the one hand and each of Nassau and Xxxxxxx on the other hand,
and the piggyback registration rights contained in the IPO Warrants, in the
latter case, if issued, it being the intent and agreement of the parties hereto
that there be no demand registration rights.
5. The Company hereby acknowledges that Nassau has assigned its right
to receive the IPO Warrant A and the IPO Warrant B to Xxxxxxx. The Company
hereby consents to such assignment.
6. 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
