THE SHARES OF COMMON STOCK AND PREFERRED STOCK SUBSCRIBED FOR BY THIS AGREEMENT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY
OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS
REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. TRANSFER OF SUCH SHARES IS ALSO RESTRICTED BY THE TERMS OF THIS
AGREEMENT AND BY THE TERMS OF THE VOTING AGREEMENT OF ID RECAP, INC.
EXCHANGE AND SUBSCRIPTION AGREEMENT
This EXCHANGE AND SUBSCRIPTION AGREEMENT (the "AGREEMENT"), dated as of
November 18, 1999, by and among CB Xxxxxxx Xxxxxxxxx, X.X., XXX Xxxxxxx Xxxx.,
XXX First ESC L.L.C., Sprout Capital VII, L.P., Sprout Growth II, L.P., and The
Sprout CEO Fund, L.P. (individually, an "INVESTOR" and collectively, the
"INVESTORS") and ID Recap, Inc., a Delaware corporation (the "COMPANY").
WHEREAS, Investor is currently a stockholder in InterDent, Inc., a
Delaware corporation ("InterDent"), and is the owner of the aggregate dollar
amount of securities consisting of Common Stock, Preferred Stock and 7%
Convertible Notes of InterDent set forth opposite Investor's name in SCHEDULE 1
attached hereto.
WHEREAS, in connection with that certain Agreement and Plan of Merger,
dated as of October 20, 1999 (the "MERGER AGREEMENT"), the Company will merge
with and into InterDent with InterDent as the surviving corporation (the
"MERGER").
WHEREAS, subject to the terms and conditions in this Agreement,
Investor desires to contribute the aggregate dollar amount of the securities
(the "ROLLOVER SHARES") set forth in SCHEDULE 1 attached hereto in a transaction
intended to qualify under Section 351 of the Internal Revenue Code, as amended
in exchange (the "EXCHANGE") for newly issued shares of capital stock of the
Company (the "SHARES"), in the amounts set forth under the captions "Common
Exchange Shares" and "Preferred Exchange Shares" in SCHEDULE 1.
NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual representations, warranties, covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows.
1. CONTRIBUTION OF THE ROLLOVER SHARES.
1.1. CONTRIBUTION OF THE ROLLOVER SHARES IN SUBSCRIPTION FOR THE
SHARES. On the terms and conditions set forth herein, Investor
agrees to subscribe for and the Company agrees to issue to
Investor the Shares of the Company set forth under the
captions "Common Exchange Shares" and "Preferred Exchange
Shares" in SCHEDULE 1 in exchange for the Rollover Shares set
forth in SCHEDULE 1.
1.2. CLOSING . The closing (the "CLOSING") of the Exchange shall be
at the time and date established by the Company; provided, the
Company shall provide at least three (3) business days notice
of such time and date to Investor. The Closing shall take
place at the offices of Irell & Xxxxxxx LLP, 000 Xxxxx Xxxx
Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
1.3. CONDITIONS TO CLOSING. The Closing shall be subject to the
following conditions unless waived in writing by both the
Company and Investor:
(a) NO LAW OR ORDERS. No law or order shall have been
enacted, entered, issued or promulgated by any
governmental entity (and be in effect) which
prohibits or materially restricts the consummation of
the transactions contemplated hereby.
(b) LEGAL PROCEEDINGS. No governmental entity shall have
notified either party to this Agreement that it
intends to commence proceedings to restrain or
prohibit the transactions contemplated hereby or
force rescission, unless such governmental entity
shall have withdrawn such notice and abandoned any
such proceedings prior to the time which otherwise
would have been the Closing date.
(c) STOCKHOLDER APPROVAL. The Merger and the other
transactions contemplated by the Merger Agreement
shall have been approved by the requisite vote of the
holders of the outstanding capital stock of InterDent
entitled to vote thereon.
(d) REPRESENTATIONS AND WARRANTIES. All representations
and warranties in this Agreement of each of the
Company and the Investor shall be true and correct in
all respects on the date when made and on and as of
the Closing date with the same effect as if made on
and as of the Closing date.
(e) COVENANTS AND AGREEMENTS. The Investor shall have
performed or complied in all material respects with
all covenants and conditions contained in this
Agreement or in any agreement, certificate or
instrument to be executed pursuant hereto required to
be performed or complied with at or prior to the
Closing.
(f) PERMITS AND APPROVALS. Each of the Company and the
Investor shall have obtained, on terms reasonably
satisfactory to it, all permits and approvals
required from any governmental entity or any third
party in order to consummate the transactions
contemplated hereby.
(g) COMPANY ADVERSE CHANGES. There shall not have
occurred any events which individually or in the
aggregate have had or are reasonably expected to have
a material adverse effect on the Company or its
ability to consummate the Merger.
(h) ANCILLARY AGREEMENTS EXECUTED. The management fee
agreement to be entered into among the Investors and
InterDent and the Stockholders Agreement of InterDent
shall have been executed and delivered by each of the
parties thereto.
(i) TAX FREE EXCHANGE. The Exchange of the Rollover
Shares shall be on a tax free basis.
(j) MERGER AGREEMENT AND MERGER. The Merger Agreement
shall not have been amended in any manner that is
materially adverse to the Investor without the
Investor's prior written consent and the closing
conditions set forth in Article VIII of the Merger
Agreement shall have been satisfied or properly
waived in accordance with the terms therein.
1.4. COMPANY DELIVERIES. At the Closing, the Company shall deliver
to Investor stock certificates representing the Shares to be
received by Investor.
1.5. INVESTOR DELIVERIES. At the Closing, Investor shall deliver to
the Company the following:
(a) an executed Investment Qualification Questionnaire in
the form attached hereto;
(b) notes or certificate(s) evidencing the Rollover
Shares together with duly executed stock powers
thereof (if applicable); and
(c) a certificate of Investor confirming the fulfillment
of the conditions set forth in Sections 1.3(d) and
(e).
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Investor as follows.
2.1. ORGANIZATION. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Delaware, having full power and authority to own its
properties and to carry on its business as conducted.
2.2. AUTHORITY. The Company has the requisite corporate power and
authority to deliver this Agreement, perform its obligations
herein, and consummate the transactions contemplated hereby.
The Company has duly executed and delivered this Agreement.
This Agreement is a valid, legal and binding obligation of the
Company enforceable against the Company in accordance with its
terms, except to the extent that enforceability may be limited
by applicable bankruptcy, insolvency or similar laws affecting
the enforcement of creditors' rights generally and subject to
general principles of equity (regardless of whether such
enforcement is considered in a proceeding at law or at
equity).
2.3. SHARES DULY AUTHORIZED. All of the Shares to be issued to the
Investor pursuant to this Agreement, when issued and delivered
in accordance with the terms of this Agreement, will be duly
authorized, validly issued, fully paid and non-assessable.
2.4. NO CONSENTS OR APPROVALS. No consents or approvals of, or
filings or registrations with, any governmental entity or with
any third party are required to be made or obtained by the
Company in connection with the execution, delivery or
performance by the Company of this Agreement except for: (i)
filings of applications, registrations, statements, reports or
notices with the Securities and Exchange Commission and state
securities authorities and (ii) certain consents, approvals,
filings or registrations set forth in the Merger Agreement and
the schedules attached thereto.
2.5. NO CONFLICTS. Except as set forth in Section 2.4 above, the
execution, delivery and performance of this Agreement by the
Company and the consummations of the transactions contemplated
hereby do not and will not: (i) violate or conflict with the
certificate of incorporation or bylaws of the Company; (ii)
conflict with or result in a breach of any material agreement
of the Company; or (iii) to the knowledge of the Company,
violate any law or order applicable to the Company that would
reasonably be expected to have a material adverse effect on
the Company or prevent the consummation of the Exchange.
3. REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Investor hereby
represents and warrants to the Company as follows.
3.1. ORGANIZATION. Investor, if an entity, is duly organized,
validly existing and in good standing under the laws of state
of its incorporation or organization, having full power and
authority to own its properties and to carry on its business
as conducted. Investor, if a natural person, is of legal age,
competent to enter into a contractual obligation, and a
citizen of the United States of America. The principal place
of business or principal residence of Investor is as shown on
the signature page of this Agreement.
3.2. OWNERSHIP OF THE ROLLOVER SHARES. Investor is the sole record
and beneficial owner of the Rollover Shares set forth under
Investor's name in SCHEDULE 1 hereto, free and clear of any
claim, lien, security interest, mortgage, deed of trust,
pledge, charge, conditional sale or other title retention
agreement, lease, preemptive right, right of first refusal,
option, restriction, tenancy, easement, license or other
encumbrance of any kind. Except as set forth in SCHEDULE 3.2,
neither Investor nor any of its affiliates is a party to, or
bound by, any arrangement, agreement, instrument or order (i)
relating to the sale, repurchase, assignment, or other
transfer of any capital stock or equity securities of
InterDent, (ii) relating to the receipt of dividends, proxy
rights, or voting rights of any capital stock or other equity
securities of InterDent, or (iii) relating to rights to
registration under the Securities Act of 1933 or the
Securities Exchange Act of 1934 of any capital stock or equity
securities of InterDent.
3.3. AUTHORITY. Investor has the requisite power and authority to
deliver this Agreement, perform Investor's obligations herein,
and consummate the transactions contemplated hereby. Investor
has duly executed and delivered this Agreement and has
obtained the necessary authorization to execute and deliver
this Agreement and to perform Investor's obligations herein
and to consummate the transactions contemplated hereby. This
Agreement is a valid, legal and binding obligation of Investor
enforceable against Investor in accordance with its terms,
except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting
the enforcement of creditors' rights generally and subject to
general principles of equity (regardless of whether such
enforcement is considered in a proceeding at law or at
equity).
3.4. INVESTOR INTENT. Unless Investor is acting in a fiduciary
capacity as provided in Section 3.5 below, Investor is
acquiring the Shares for Investor's own account as principal,
for investment purposes only, not for any other person or
entity and not for the purpose of resale or distribution.
3.5. FIDUCIARY CAPACITY. If Investor is subscribing for the Shares
from the Company in a fiduciary capacity, Investor makes these
representations and warranties on behalf of the person(s) or
entity(ies) for whom Investor will contribute and exchange the
Rollover Shares for the Company's Shares.
3.6. FINANCIAL STATUS. Investor, alone or together with its
Purchase Representative (as defined in Rule 501(h) of
Regulation D), if applicable, has such knowledge and
experience in financial and business matters as will enable
Investor to evaluate the merits and risks of an investment in
the Company. Investor, if a natural person, has adequate means
of providing for his or her current financial needs and
personal contingencies, and has no need for liquidity in the
investment in the Shares, understands that he or she may not
be able to liquidate his or her investment in the Company in
an emergency, if at all, and can afford a complete loss of the
investment.
3.7. ACCREDITED INVESTOR OR PURCHASER REPRESENTATIVE. Investor (or
acting together a Purchaser Representative) is an Accredited
Investor, as defined by Rule 501 of Regulation D of the
Securities Act. If Investor is a natural person, (i)
Investor's individual net worth or joint net worth with
Investor's spouse at the time of the execution of this
Agreement is in excess of $1,000,000; or (ii) Investor had an
individual income in excess of $200,000 in each of the two (2)
most recent years or joint income with that person's spouse in
excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current
year.
3.8. NO GENERAL SOLICITATION. Investor has received no general
solicitation or general
advertisement in connection with the Exchange or an investment
in the Company. Investor has received no other representations
or warranties from the Company or any other person acting on
behalf of the Company, other than those contained in this
Agreement.
3.9. ACCURACY OF INFORMATION. As of the date hereof and as of the
Closing, the representations and warranties of Investor
contained herein and all information provided by Investor to
the Company concerning Investor, its financial position and
its knowledge of financial and business matters including, but
not limited to, the information set forth in the Investment
Qualification Questionnaire, is correct and complete, and if
there should be any changes in that information prior to an
Investor receiving the Shares, Investor will immediately
provide the Company with the correct information.
3.10. NO CONSENTS OR APPROVALS. No consents or approvals of, or
filings or registrations with, any governmental entity or with
any third party are required to be made or obtained by each
Investor in connection with the execution, delivery or
performance by each Investor of this Agreement except for
filings of applications, registrations, statements, reports or
notices with the Securities and Exchange Commission and state
securities authorities.
3.11. NO CONFLICTS. Except as set forth in Section 3.10 above, the
execution, delivery and performance of this Agreement by each
Investor and the consummations of the transactions
contemplated hereby do not and will not: (i) violate or
conflict with the certificate of incorporation, organizational
documents, partnership agreement, operating agreement or
bylaws of each Investor, as applicable; (ii) conflict with or
result in a breach of any material agreement of the Investor;
or (iii) to the knowledge of the Investor, violate any law or
order applicable to the Investor that would reasonably be
expected to have a material adverse effect on the Investor or
prevent the consummation of the Exchange.
4. AGREEMENTS AND ACKNOWLEDGEMENTS OF EACH INVESTOR. Investor hereby
agrees and acknowledges to the Company as follows.
4.1. NO REGISTRATION. Investor understands that the Shares being
acquired by Investor have not been registered under the
Securities Act, in reliance on an exemption therefrom for
transactions not involving any public offering, that such
Shares have not been approved or disapproved by the Securities
and Exchange Commission or by any other federal or state
agency, and that no such agency has passed on the accuracy or
adequacy of disclosures made to Investor by the Company. No
federal or state governmental agency has passed on or made any
recommendation or endorsement of the Shares or an investment
in the Company.
4.2. LIMITATIONS ON DISPOSITION AND RESALE. Investor understands
that the Shares cannot be sold, transferred or otherwise
disposed of unless the Shares have been
registered by the Company pursuant to the Securities Act of
1933 and any applicable state securities laws, unless an
exemption therefrom is available. Investor understands that
it may not be possible for Investor to liquidate the
investment in the Company; and Investor agrees not to sell,
transfer or otherwise dispose of the Shares unless the Shares
have been so registered or an exemption from the requirement
of registration is available under the Securities Act of 1933.
Investor recognizes that there will not be any public trading
market for the Shares and, as a result, Investor may be unable
to sell or dispose of its interest in the Company.
4.3. NEWLY FORMED ENTITY. Investor recognizes that the Company was
only recently formed and, accordingly, has no financial or
operating history and that the investment in the Company is
extremely speculative and involves a high degree of risk.
4.4. COMPLIANCE WITH AGREEMENT. Investor agrees to execute any and
all further documents necessary to become a stockholder of the
Company. Investor agrees to execute and deliver any and all
further documents and writings, and to perform such other
actions, as may be or become reasonably necessary or expedient
to effect and carry out the terms of this Agreement.
4.5. IRREVOCABLE SUBSCRIPTION AND CANCELLATION. Investor
understands that this subscription is irrevocable, except as
otherwise provided in any applicable federal or state law
governing this Agreement and the transactions contemplated
herein.
4.6. PURCHASER REPRESENTATIVE. If Investor used or will use the
services of a Purchaser Representative in connection with the
Exchange, such Purchaser Representative has disclosed or will
disclose, by submitting to the Company a Purchaser
Representative Questionnaire in the form given Investor by the
Company, any material relationship which now exists between
each Purchaser Representative or his affiliates and the
Company and its affiliates, or which is mutually understood to
be contemplated, or which has existed at any time during the
previous two (2) years, and further setting forth any
compensation received or to be received as a result of such
relationship.
5. ATTORNEY'S FEES. In the event of any litigation or other legal
proceeding involving the interpretation of this Agreement or
enforcement of the rights or obligations of the parties hereto, the
prevailing party or parties shall be entitled to recover reasonable
attorney's fees and costs as determined by a court or other
adjudicator. The reasonable fees and expenses incurred by the Investor
in connection with this Agreement shall be paid by the Company upon
consummation of the transactions contemplated herein.
6. GOVERNING LAW. This Agreement is governed by and shall be construed in
accordance with the law of the State of Delaware, excluding any
conflict-of-laws rule or principle that might refer the governance or
construction of this Agreement to the law of another jurisdiction. If
any provision of this Agreement or the application thereof to any
person or circumstance is held invalid or unenforceable to any extent,
the remainder of this Agreement and the application of that provision
to other persons or circumstances is not affected thereby, and that
provision shall be enforced to the greater extent permitted by law.
7. ASSIGNMENT. Investor shall have neither the right nor the power to
assign or delegate any provision of this Agreement except with the
prior written consent of the Company; PROVIDED, however, Investor shall
be permitted to assign this Agreement to an affiliate of Investor.
Except as provided in the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties' respective
successors, assigns, executors and administrators.
8. COUNTERPARTS. This Agreement may be executed in separate counterparts,
each of which shall be deemed an original and both of which shall
constitute one and the same document.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof
and may be amended only in a writing executed by the party to be bound
thereby.
10. TERMINATION OF AGREEMENT. This Agreement may be terminated: (i) by the
mutual written consent of the parties hereto; (ii) by the Company or
Investor if a condition set forth in Section 1.3 hereof is not
satisfied or otherwise waived; or (iii) by either party if the Merger
Agreement is terminated for any reason whatsoever.
11. FURTHER ASSURANCES. Subject to the terms and conditions provided
herein, each party hereto agrees to use all commercially reasonable
efforts to take, or cause to be taken, all action, and to do, or cause
to be done, all things necessary, proper or advisable, whether under
applicable laws and regulations or otherwise, in order to consummate
and make effective the transactions contemplated by this Agreement.
[The remainder of this page is blank]
IN WITNESS WHEREOF, the parties have hereby executed this Exchange and
Subscription Agreement as of the day set forth above.
ENTITY INVESTOR
CB CAPITAL INVESTORS, L.P.
-----------------------------------
Name of Subscriber (Print or Type)
By: CB Capital Investors, Inc.
Its: General Partner
By:
-------------------------------------
Signature
Its:
-------------------------------------
Title
Principal Place of Business of Subscriber
-----------------------------------------
00 Xxxxxxx Xxx., 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 - telephone
-----------------------------------------
(City and State) (Zip Code)
-----------------------------------------
Telephone Number
-----------------------------------------
Tax Identification Number of Subscriber
ENTITY INVESTOR
DLJ CAPITAL CORP.
-----------------------------------------
Name of Subscriber (Print or Type)
By:
-------------------------------------
Signature
Its:
-------------------------------------
Title
0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000
------------------------------------------
Principal Place of Business of Subscriber
Xxxxx Xxxx, Xxxxxxxxxx 00000
------------------------------------------
(City and State) (Zip Code)
(000) 000-0000
------------------------------------------
Telephone Number
------------------------------------------
Tax Identification Number of Subscriber
ENTITY INVESTOR
DLJ FIRST ESC L.L.C.
------------------------------------------
Name of Subscriber (Print or Type)
By: DLJ LBO Plans Management
Corporation
Its: Manager
By:
---------------------------------------
Signature
Its:
--------------------------------------
Title
0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000
------------------------------------------
Principal Place of Business of Subscriber
Xxxxx Xxxx, Xxxxxxxxxx 00000
------------------------------------------
(City and State) (Zip Code)
(000) 000-0000
------------------------------------------
Telephone Number
------------------------------------------
Tax Identification Number of Subscriber
ENTITY INVESTOR
SPROUT CAPITAL VII, L.P.
------------------------------------------
Name of Subscriber (Print or Type)
By: DLJ Capital Corp.
Its: Managing General Partner
By:
---------------------------------------
Signature
Its:
--------------------------------------
Title
0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000
------------------------------------------
Principal Place of Business of Subscriber
Xxxxx Xxxx, Xxxxxxxxxx 00000
------------------------------------------
(City and State) (Zip Code)
(000) 000-0000
------------------------------------------
Telephone Number
------------------------------------------
Tax Identification Number of Subscriber
ENTITY INVESTOR
SPROUT GROWTH II, L.P.
------------------------------------------
Name of Subscriber (Print or Type)
By: DLJ Capital Corp.
Its: Managing General Partner
By:
---------------------------------------
Signature
Its:
--------------------------------------
Title
0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000
------------------------------------------
Principal Place of Business of Subscriber
Xxxxx Xxxx, Xxxxxxxxxx 00000
------------------------------------------
(City and State) (Zip Code)
(000) 000-0000
------------------------------------------
Telephone Number
------------------------------------------
Tax Identification Number of Subscriber
ENTITY INVESTOR
THE SPROUT CEO FUND, L.P.
------------------------------------------
Name of Subscriber (Print or Type)
By: DLJ Capital Corp.
Its: General Partner
By:
---------------------------------------
Signature
Its:
--------------------------------------
Title
0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000
------------------------------------------
Principal Place of Business of Subscriber
Xxxxx Xxxx, Xxxxxxxxxx 00000
------------------------------------------
(City and State) (Zip Code)
(000) 000-0000
------------------------------------------
Telephone Number
------------------------------------------
Tax Identification Number of Subscriber
ACCEPTANCE
The foregoing subscription is hereby accepted, subject to the terms and
conditions hereof, as of the date set forth above.
ID RECAP, INC.
a Delaware corporation
By:
------------------------------------------
Name: Xxxx Xxxxxxx
Title: President
SCHEDULE 1
Common Junior Preferred Senior Preferred
Investor Aggregate Value Exchange Shares Exchange Shares Exchange Shares
-------- --------------- --------------- ---------------- ----------------
CB Capital Investors, L.P. $26, 000,000 242,005 181,854 226,184
DLJ Capital Corp. $12,500,000 (1) 503,370 (1) 378,256 (1) 470,463 (1)
DLJ First ESC L.L.C.
Sprout Capital VII, L.P.
Sprout Growth II, L.P.
The Sprout CEO Fund, L.P.
(1) Aggregate for all DLJ and Sprout Entities
CONFIDENTIAL INVESTMENT QUALIFICATION QUESTIONNAIRE
ID RECAP, INC.
A DELAWARE CORPORATION
SPECIAL INSTRUCTIONS
In order to establish the availability under federal and state
securities laws of an exemption from registration or qualification requirements
for the proposed Exchange, you are required to represent and warrant, and by
executing and delivering this questionnaire will be deemed to have represented
and warranted, that the information stated herein is true, accurate and complete
to the best of your knowledge and belief, and may be relied on by the Company.
Further, by executing and delivering this questionnaire you agree to notify the
Company and supply corrective information promptly if, prior to the consummation
of your exchange of the Rollover Shares for the Shares, any such information
becomes inaccurate or incomplete. Your execution of this questionnaire does not
constitute any indication of your intent to subscribe for the Shares.
A subscriber who is a NATURAL PERSON must complete each Question EXCEPT
for 2 and 5.
A subscriber that is an ENTITY other than a trust must complete each
Question EXCEPT for 3 and 5.
A subscriber that is a TRUST must complete each Question EXCEPT for 3.
GENERAL INFORMATION
1. ALL SUBSCRIBERS.
a. Name(s) of prospective investor(s):____________________________
b. Address:_______________________________________________________
c. Tel. No.: (___) ______________
2. SUBSCRIBERS THAT ARE ENTITIES.
a. Type of entity:
/ / Trust
/ / Corporation
/ / Partnership
/ / Other:
b. State and date of legal formation:_____________________________
c. Nature of Business:____________________________________________
d. Was the entity organized for the specific purpose of
acquiring the Shares in this Exchange?
Yes _____ No _____
e. Federal tax identification number: ________________________
3. SUBSCRIBERS WHO ARE INDIVIDUALS.
a. State where registered to vote:________________________________
b. Social Security Number:________________________________________
c. Please state the subscriber's education and degrees earned:
DEGREE SCHOOL YEAR
------ ------ ----
______ _______________________________________ _____
______ _______________________________________ _____
d. Current occupation (if retired, describe last occupation):
Employer:__________________________________________________________
Nature of Business:________________________________________________
Position:__________________________________________________________
Business Address:__________________________________________________
Tel. No.: (___) ___________
4. ACCREDITATION. Does the subscriber satisfy one or more of the
following accredited investor requirements? Contact the Company if none of the
following is applicable.
Investor is:
/ / A natural person whose net worth (or joint net worth with my spouse) is
in excess of $1,000,000 as of the date hereof.
/ / A natural person whose income in the prior two years was, and whose
income in the current year is reasonably expected to be in excess of
$200,000 or joint income with my spouse in the prior two years was, and
is reasonably expected to be in the current year in excess of $300,000.
/ / A director or executive officer of ID Recap, Inc.
/ / A trust with total assets in excess of $5,000,000, not formed for the
specific purpose
of investing in the Shares of ID Recap, Inc., whose purchases are
directed by a sophisticated person, who has such knowledge and
experience in financial and business matters that he or she is
capable of evaluating the merits and risks of an investment in the
Shares of ID Recap, Inc.
/ / A "bank", "savings and loan association", or "insurance company" as
defined in the Securities Act of 1933.
/ / A broker/dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
/ / An investment company registered under, or a "business development
company" as defined in Section 2(a)(48) of the Investment Company Act
of 1940.
/ / A Small Business Investment Company licensed by the U.S. Small Business
Administration under the Small Business Investment Act of 1958.
/ / A plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees and having
total assets in excess of $5,000,000.
/ / An "employee benefit plan" as defined in the Employee Retirement Income
Security Act of 1974 (a "Plan") which has total assets in excess of
$5,000,000.
/ / A Plan whose investment decisions, including the decision to subscribe
for the Shares of ID Recap, Inc., are made solely by (i) a "plan
fiduciary" as defined in Section 3(21) of the Employee Retirement
Income Security Act of 1974, which includes a bank, a savings and loan
association, an insurance company or a registered investment adviser,
or (ii) an "accredited investor" as defined under Rule 501(a) of the
Securities Act of 1933.
/ / A private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940.
/ / Any organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business Trust, or
partnership, not formed for the specific purpose of investing in the
Shares and having total assets in excess of $5,000,000.
/ / Any entity in which all of the equity owners meet one of the above
descriptions.
5. TRUSTS.
Does the trust meet the following tests:
a. Has total assets in excess of $5,000,000?
Yes _____ No _____
b. Was formed for the purpose of the investment in the
Shares in this Exchange?
Yes _____ No _____
c. Are the purchases by the Trust directed by a sophisticated
investor who, alone or with his or her subscriber representative, understands
the merits and risks of the investment in the Shares?
Yes _____ No _____
[The remainder of this page is blank]
INDIVIDUAL(S) SIGN HERE:
________________________________
(Signature)
________________________________
(Print Name)
________________________________
(Address)
Social Security #:____________
Spouse of Subscriber:
________________________________
(Signature)
ORGANIZATIONS SIGN HERE:
________________________________
(Print Name of Organization)
By:
________________________________
(Signature)
________________________________
(Print Name and Title)
________________________________
(Address)
Federal ID#:____________________
CONFIDENTIAL PURCHASER REPRESENTATIVE QUESTIONNAIRE
ID RECAP, INC.
A DELAWARE CORPORATION
1. Has the subscriber relied on the advice of a Purchaser
Representative in connection with evaluating the merits and risks of the
Purchase of the Shares in the Exchange?
Yes _____ No _____
If yes, please give the name, address and telephone number of the
person who is acting as the Purchaser Representative.
Name: ________________________________________________________
Address: _____________________________________________________
Telephone number: (___) ____________
2. How often does the subscriber invest in securities?
Often ______ Occasionally _____ Never _____
3. Please list below the subscriber's most recent investments (up to
three):
Amount of
Name of Investment Investment
_____________________________________________ ______________
_____________________________________________ ______________
_____________________________________________ ______________
4. Does the subscriber, either alone or together with its Purchaser
Representative identified above, have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in the Shares in the Exchange?
Yes _____ No _____
5. Does the subscriber, either alone by reason of its business or
financial experience or together with its Purchaser Representative, have the
capacity to protect its own interests in connection with the contribution of the
Rollover Shares in exchange for the Shares in the Exchange?
Yes _____ No _____
6. Is the subscriber (or the trust beneficiary for which it is the
fiduciary) able to bear the
economic risk of the Investment, including a complete loss of the investment
in the Shares?
Yes _____ No _____
7. Does the subscriber have any other investments or contingent
liabilities which could cause the need for sudden cash requirements in excess of
cash readily available to the subscriber?
Yes _____ No _____
If Yes, explain:
8. Does the subscriber have a net worth or joint net worth with his or
her spouse which is at least five times as great as the fair market value of the
Shares subscribed for in the Exchange?
Yes _____ No _____
9. If 25% or more of the subscriber's total assets are represented by
investments in the subscriber's own company or real estate, are all liabilities
associated with them included as personal liabilities?
Yes _____ No _____
If No, what is the dollar amount of each such liability?
10. Has the subscriber ever been subject to bankruptcy, reorganization
or debt restructuring?
Yes _____ No _____
If Yes, provide details:
11. Is the subscriber involved in any litigation which, if an adverse
decision occurred, would adversely affect the subscriber's financial condition?
Yes _____ No _____
If Yes, provide details:
12. Does the subscriber confirm that neither the subscriber nor the
subscriber's broker nor Purchaser Representative became aware of or was
introduced to the Company by means of any general advertisement?
Yes _____ No _____
13. Does the subscriber confirm that the foregoing statements are
complete and accurate to the best of its knowledge and belief, and that it
undertakes to notify the Company regarding any material change in the
information set forth above prior to the Closing of the Exchange?
Yes _____ No _____
[The remainder of this page is blank]
INDIVIDUAL(S) SIGN HERE:
________________________________
(Signature)
________________________________
(Print Name)
________________________________
(Address)
Social Security #:_____________
Spouse of Subscriber:
________________________________
(Signature)
ORGANIZATIONS SIGN HERE:
________________________________
(Print Name of Organization)
By:
______________________________
(Signature)
________________________________
(Print Name and Title)
________________________________
(Address)
Federal ID#: ___________________
