EXHIBIT 2.5
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT ("AGREEMENT"), dated to be effective as of July 31,
1997, is among Pentegra Dental Group, Inc., a Delaware corporation ("Holdings"),
Pentegra Investments, Inc.(f/k/a Pentegra Dental Group, Inc.), a Delaware
corporation, and the persons named on the signature pages hereof under the
caption "Holders".
W I T N E S S E T H :
WHEREAS, Holders hold all of the issued and outstanding shares of common
stock of Pentegra Investments, Inc.("Investments"), par value $.01 per share
("Investments Common Stock");
WHEREAS, Investments was formed for the purpose of negotiating the
acquisition of various dental practices in connection with an initial public
offering of shares of Investments Common Stock ("IPO");
WHEREAS, the board of directors of Investments and the Holders have
determined that it would be in their mutual best interests to form a holding
company to consummate the practice acquisitions and the IPO in order to
facilitate future acquisitions and divestitures and to provide a cost center for
the Pentegra group's financial, banking and executive and administrative
management functions;
WHEREAS, to facilitate the formation of a holding company structure,
Investments has caused Holdings to be formed and, solely for the purpose of
organizing Holdings, Holdings has issued to Investments one share of its common
stock, par value $.01 per share ("Holdings Common Stock"); and
WHEREAS, it is the intention of the parties that the exchange by the
Holders of the Investments Common Stock for Holdings Common Stock contemplated
by this Agreement be consummated simultaneously with the closing of the practice
acquisitions and the IPO pursuant to an overall plan of exchange that satisfies
the requirements of Section 351 of the Internal Revenue Code of 1986 (the
"Code").
NOW THEREFORE, in consideration of the premises, and of the agreements,
covenants and conditions hereinafter contained, the parties hereto agree, with
respect to the exchanges provided for herein (the "EXCHANGE"), that at the
Closing (as hereinafter defined) each share of Investments Common Stock issued
and outstanding immediately prior to the Closing will be exchanged for one share
of Holdings Common Stock on the following terms and conditions:
ARTICLE I
Subject to the satisfaction of the conditions and obligations of the
parties hereto, the Exchange shall be effective upon consummation of the closing
of the IPO (the "Closing").
ARTICLE II
At the Closing and simultaneously with the issuance of Holdings Common
Stock in the IPO and the consummation of the practice acquisitions:
1. Each share of Investments Common Stock issued and outstanding
immediately prior to the Closing shall be exchanged for one
share of Holdings Common Stock, which shall thereupon be fully
paid and non-assessable;
2. Holdings shall become the owner and holder of each issued and
outstanding share of Investments common stock so exchanged;
3. Each share of Holdings Common Stock owned by Investments prior
to the Closing shall be canceled; and
4. Immediately after the Closing, the Holders, the public purchasers
of Holdings Common Stock in the IPO and the persons issued
Holdings Common Stock pursuant to the practice acquisitions shall
be the sole shareholders of Holdings and Investments shall be a
wholly-owned subsidiary of Holdings.
ARTICLE III
The consummation of the Exchange is subject to the following conditions
precedent:
1. The satisfaction of the respective obligations of the parties
hereto in accordance with the terms and conditions herein
contained;
2. The registration statement filed under the Securities Act of 1933
covering the Holdings Common Stock to be issued in the IPO shall
have become effective and approval for listing, upon official
notice of issuance, by Nasdaq stock market or other nationally
recognized exchange, of Holdings Common Stock to be issued in the
IPO shall have been obtained; and
3. Any orders, authorizations, approvals or waivers from all
applicable regulatory bodies, boards or agencies, if any, which
are required in connection with the Exchange and related
transactions shall have been obtained.
ARTICLE IV
Upon written notice from Investments each Holder of an outstanding
certificate or certificates theretofore representing shares of Investments
common stock shall immediately surrender the same to Holdings duly endorsed for
transfer or with stock powers attached in exchange for the issuance by Holdings
of a certificate or certificates in such Holder's name evidencing one share of
Holdings Common Stock for each share of Investments Common Stock held by such
Holder immediately prior to the Closing. Until so surrendered or presented for
transfer, each outstanding certificate which, immediately prior to the Closing,
represented Investments Common Stock shall be deemed and treated for all
corporate purposes to represent the ownership of the same number of shares of
Holdings Common Stock as though such surrender or transfer and exchange had
taken place. Except as provided herein, no Holder shall sell, assign, transfer,
pledge or encumber any shares of Investments Common Stock presently or hereafter
held by it and, except as otherwise required by law, shall have no right to have
their shares of Investments Common Stock transferred on the stock transfer books
of Investments. At the Closing, Investments shall surrender for cancellation
the shares of Holdings Common Stock then held by it in exchange for the return
of the consideration paid therefor.
ARTICLE V
Each Holder represents and warrants to Holdings, as of the date of this
Agreement and as of the Closing date, that:
1. The Holdings Common Stock to be received by it pursuant to
this Agreement is being acquired solely for the Holder's own
account and for investment purposes only;
2. The Holder has no present plan or intention of distributing,
selling or otherwise disposing of the shares of Holdings Common
Stock to be received by it in the Exchange; and
3. The shares of Investments Common Stock to be surrendered in the
Exchange are free of any and all transfer restrictions, pledges,
encumbrances or other conflicting claims of every nature.
ARTICLE V
This Agreement may be amended, modified or supplemented, or compliance with
any provision or condition hereof may be waived, at any time, only by the mutual
consent of the Holders and Holdings.
This Agreement may be terminated and the Exchange and related transactions
abandoned at any time prior to the Closing if the board of directors of
Investments determines, in its sole discretion, that consummation of the
Exchange would be inadvisable or not in the best interests of Investments or its
subsidiaries.
The covenants, representations and warranties of Holdings and each Holder
set forth in this Agreement shall survive the Closing of the Exchange
indefinitely.
This Agreement (i) shall be construed and enforced pursuant to the laws of
the State of Texas, exclusive of any conflicts of law principles thereof that
might refer such construction or enforcement to the laws of another
jurisdiction, and (ii) may be executed in multiple counterparts, each of which
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Holders, Investments and Holdings have caused this
Agreement to be duly executed as of the date first above written.
PENTEGRA INVESTMENTS, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Its: President
---------------------------------
PENTEGRA DENTAL GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Its: President
---------------------------------
HOLDERS:
/s/ Xxxxx Xxxxx /s/ Xxxxxx Xxxxxxx
---------------------------------- -----------------------------------
Xxxxx Xxxxx Xxxxxx Xxxxxxx
Stampeder Services Corp.
By: /s/ Xxx Xxxxx /s/ J. Xxxxxxx Xxxxx
---------------------------------- -----------------------------------
Xxx Xxxxx J. Xxxxxxx Xxxxx
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxxx
---------------------------------- -----------------------------------
Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx
Aurous, Ltd.
By: /s/ Xxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
---------------------------------- -----------------------------------
Xxxx Xxxxxx Xxxxxxx Xxxxxx
Director
/s/ Xxxxx Xxxxxxx /s/ Xxxxx X. Xxxx
---------------------------------- -----------------------------------
Xxxxx Xxxxxxx Xxxxx X. Xxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxx
---------------------------------- -----------------------------------
Xxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx, P/S Plan
/s/ Xxxx Xxxxxx By: /s/ Xxxxxx Xxxxx
---------------------------------- -----------------------------------
Xxxx Xxxxxx Xxxxxx Xxxxx
/s/ Xxxxx Xxxxxxx /s/ Xxxxx Xxxxxx
---------------------------------- -----------------------------------
Xxxxx Xxxxxxx Xxxxx Xxxxxx
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
---------------------------------- -----------------------------------
Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxx /s/ Xxxxx Xxxxx
---------------------------------- -----------------------------------
Xxxxx X. Xxxx Xxxxx Xxxxx
/s/ Xxxx X. Xxxx /s/ Xxx X. Xxxxx
---------------------------------- -----------------------------------
Xxxx X. Xxxx Xxx X. Xxxxx
/s/ Xxx Xxxxxx /s/ Xxxxxxx Xxxxxxxxx
---------------------------------- -----------------------------------
Xxx Xxxxxx Xxxxxxx Xxxxxxxxx
RTT Investments
By: /s/ Xxxx Xxxxxx /s/ Xxxx Xxxxxx
---------------------------------- -----------------------------------
Xxxx Xxxxxx Xxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxx
---------------------------------- -----------------------------------
Xxxxxxx Xxxxxx Xxxxxxx Xxxxx
Laguna Enterprises, Ltd.
Dufo, Ltd.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxx Xxxxxx
---------------------------------- -----------------------------------
Xxxx Xxxxxx Xxxx Xxxxxx
Xxxx Family Trust
By: /s/ Xxxxx X. Xxxx, Xx. /s/ Xxxxx Xxx
---------------------------------- -----------------------------------
Xxxxx X. Xxxx, Xx. Xxxxx Xxx
Trustee
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx Xxxx
---------------------------------- -----------------------------------
Xxxxx X. Xxxxxxx Xxxxxx Xxxx
/s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxx
----------------------------------- -----------------------------------
Xxxx Xxxxxxxx Xxxxx Xxxxx
/s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxxx
---------------------------------- -----------------------------------
Xxxx Xxxxxxx Xxxxx Xxxxxxx
Goldfam, Ltd. RBM Trust
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxx
---------------------------------- -----------------------------------
Xxxxxx Xxxxxxx Xxxxxxx Xxxxx
/s/ Xxxx X. Xxxxxx /s/ XxXx Xxxxxx
---------------------------------- -----------------------------------
Xxxx X. Xxxxxx XxXx Xxxxxx
/s/ Xxxxx Xxxxxx /s/ Xxxxx Xxxxxxx
---------------------------------- -----------------------------------
Xxxxx Xxxxxx Xxxxx Xxxxxxx
/s/ Xxx X. Xxxx
----------------------------------
Xxx X. Xxxx
/s/ Xxxxxx X. Xxxx
----------------------------------
Xxxxxx X. Xxxx
MANHATTAN GROUP FUNDING
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
Partner
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------
Xxxxx X. Xxxxxxxxx
Partner
