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EXHIBIT 10.47
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT ("AGREEMENT") is entered into and effective
as of the 26th day of September, 1996, by and between XXXXX X. XXXXXX
("GINGLE") and XXXXXX XXXXXX, his wife ("XXX. XXXXXX"); XXXXX X. XXXXXXXXX
("HAUSDORFF") and XXXXX XXXXXXXXX, his wife ("MRS. HAUSDORFF"); PRINCETON
DENTAL MANAGEMENT CORPORATION, a Delaware corporation ("PRINCETON"); and THE
INVESTOR GROUP, a group comprised of AMSTERDAM EQUITIES LIMITED, a Bahamian
corporation, XXXXX XXXXXXX XXXXXX, and XXXXXXX TRUST COMPANY, an Illinois
corporation, as Custodian of the XXXXX XXXXXXX XXXXXX ROLLOVER INDIVIDUAL
RETIREMENT ACCOUNT NUMBER 72-49990 (hereinafter collectively referred to as
"THE INVESTOR GROUP").
R E C I T A L S
WHEREAS, at all times herein relevant PRINCETON was a Delaware
corporation, whose stock is publicly traded, engaged in the ownership,
management and administration of dental operations located in various parts of
the United States of America;
WHEREAS, GINGLE and HAUSDORFF are former officers and/or directors of
PRINCETON, and warrant and represent that they currently own 776,724 shares of
the common stock of PRINCETON;
WHEREAS, in late 1994, PRINCETON sought additional financing and/or
capital for its operations, and thereby entered into negotiations with various
parties, including THE INVESTOR GROUP;
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WHEREAS, on or about December 7, 1994, PRINCETON and THE INVESTOR
GROUP entered into a letter of intent, and pursuant to which THE INVESTOR GROUP
proposed to make a convertible debt financing investment in PRINCETON ("LETTER
OF INTENT");
WHEREAS, certain disputes then arose by and between HAUSDORFF, GINGLE,
PRINCETON and/or THE INVESTOR GROUP;
WHEREAS, on or about January 3, 1995, GINGLE and HAUSDORFF resigned as
officers and directors of PRINCETON, and entered into with PRINCETON and THE
INVESTOR GROUP a resignation agreement dated January 3, 1995 ("RESIGNATION
AGREEMENT");
WHEREAS, the parties' respective performance under the LETTER OF
INTENT and/or the RESIGNATION AGREEMENT ultimately gave rise to certain
litigation encaptioned Princeton x. Xxxxxx and Hausdorff, Case Xx. 00 XX 0000,
in the Circuit Court of Xxxx County, Illinois, County Department, Chancery
Division;
WHEREAS, GINGLE and HAUSDORFF thereafter threatened additional
litigation against PRINCETON, THE INVESTOR GROUP, and/or their respective
agents and attorneys, both in their own right and on behalf of all similarly
situated shareholders of PRINCETON;
WHEREAS, PRINCETON and THE INVESTOR GROUP then threatened
counterclaims against GINGLE and HAUSDORFF;
WHEREAS, the parties hereto now desire to fully and finally settle
between themselves all claims and rights that each may have against the other;
WHEREAS, each of the signatory parties have received independent legal
and/or accounting advice as to the nature and obligations of this AGREEMENT,
and each have been fully informed of his or her respective legal rights,
obligations and liabilities as set forth herein;
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WHEREAS, each of the parties, believing this AGREEMENT to be fair,
just and reasonable, has assented freely and voluntarily to its terms;
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein, and in consideration of the obligations and duties
assumed by each party, as well as other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is mutually
covenanted and agreed as follows:
ARTICLE I - INCORPORATION
The foregoing recitals are true and correct, and are incorporated
herein by reference.
ARTICLE II - CONSIDERATION
The consideration for this AGREEMENT is the mutual benefits each
accruing to the other party that presently exist, or are to be obtained by the
parties, and the promises of each to the other. The adequacy of the
consideration for this AGREEMENT is hereby admitted by all parties hereto.
ARTICLE III - CONFIDENTIALITY AND NON-DISPARAGEMENT
Except as expressly set forth herein, or as may be required by any
applicable federal, state or local securities regulations or statutes,
including any exchange rules or regulations, the parties hereby agree that any
and all matters embodied by or encompassed within this AGREEMENT are to be kept
strictly confidential, and are to be governed by the following terms and
conditions which are a material and integral part of this AGREEMENT:
A. All parties hereto agree, covenant and represent that
they will not discuss or disclose their respective claims against each other,
the terms and conditions of this AGREEMENT, or any facts pertaining to either
of the same, whether disputed or not, any oral
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or written information obtained by them, and/or the contents of any settlement
negotiations, the facts of this settlement, and/or any payment with or to any
person or entity hereunder, and further agree that they shall not, directly or
indirectly, either on their own or through other persons or entities, orally,
in writing, or in any form, disclose, disparage or make comment about their
respective claims or this AGREEMENT, or the conduct or lack of conduct of any
party hereto, to or with any third person, firm, entity, organization,
corporation, government entity, media, or any regulatory, administrative, or
review body, whether private, public, professional, local, county, state, or
federal, or any other entity unless otherwise provided herein or unless
required by lawful process of any court or governmental entity;
B. All parties hereto agree, covenant and represent that
they will not discuss or disclose any evidence or information obtained
regarding their respective claims, including but not limited to any oral or
written information obtained by them, with or to any persons or entities and
further agree that they shall not, directly or indirectly, either on their own
or through other persons or entities, orally, in writing, or in any form,
testify, participate, cooperate or assist the claims of any other persons or
entities who have or may have a claim, action or lawsuit against any other
party hereto, unless otherwise provided, or unless required by lawful process
of any court or governmental entity;
C. All parties hereto agree, covenant, and represent
that they will not consent to be interviewed by the media, nor will they
comment in any manner to the media or others, other than to state that the
matter has been amicably settled. In particular, they will not indicate any
measure of satisfaction or dissatisfaction with the settlement, regardless of
the form of the media communication, regarding the parties' respective claims
or regarding the terms and
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conditions of this AGREEMENT, any payments given in consideration for this
AGREEMENT, the information protected by this AGREEMENT and/or the existence of
this AGREEMENT, unless otherwise provided or unless required by lawful process
of any court or governmental entity;
D. The parties hereto, agree, covenant and represent
that they shall not disclose, disseminate or reveal, in any way whatsoever, the
original or any copy of any portion of this AGREEMENT, nor any prior memoranda
signed by the parties hereto, nor any other written communication between
counsel or anyone else concerning the parties' respective claims or
disagreement, nor any portion of the AGREEMENT, directly or indirectly, to any
person, firm, corporation or governmental entity, the media, any regulatory,
administrative or review body, whether private, professional, local, county,
state, or federal, or other entity, unless otherwise provided herein or unless
required by lawful process of any court or governmental entity.
E. Notwithstanding the aforesaid confidentiality and
nondisparagement provisions, the parties recognize that PRINCETON is a publicly
traded company, and is subject to disclosure requirements by applicable
regulatory, governmental, administrative or other review bodies. It is
expressly hereby agreed that PRINCETON may make any and all disclosures
required by such applicable entities, including any disclosures necessary of
the volume restrictions hereinafter imposed upon the PRINCETON stock held by
GINGLE and/or HAUSDORFF. Notwithstanding the aforesaid, PRINCETON agrees to
provide to GINGLE and HAUSDORFF, for their inspection and review, any
securities filing contemplated which would make disclosure of this AGREEMENT
and/or the material terms and conditions hereof. GINGLE and HAUSDORFF shall
have five (5) business days from receipt of any such securities filing to
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provide their comments thereto, and any requested changes, and PRINCETON shall
use reasonable efforts to incorporate any such requested changes which are
deemed reasonable and appropriate by PRINCETON's attorney into the contemplated
securities filing.
ARTICLE IV - RELEASE
A. Except as otherwise expressly provided in this
AGREEMENT, GINGLE, XXX. XXXXXX, HAUSDORFF, and MRS. HAUSDORFF, do hereby
remise, release, acquit, satisfy, and forever discharge PRINCETON, AMSTERDAM
EQUITIES LIMITED, a Bahamian corporation, XXXXXXX TRUST COMPANY, an Illinois
corporation, as Custodian of the XXXXX XXXXXXX XXXXXX ROLLOVER INDIVIDUAL
RETIREMENT ACCOUNT NUMBER 72-49990, MEESPIERSON (BAHAMAS) LIMITED, a Bahamian
corporation, all of the officers and directors of the corporations named in
this sentence, XXXXXXX X. XXXXXXX, XXXXX XXXXXXX XXXXXX, XXXXX X. XXXXXX, the
LAW FIRM OF XXXXXX & XXXXXX, the XXXXX XXXXXXX XXXXXX & ASSOCIATES, LTD.
EMPLOYEES' MONEY PURCHASE PENSION PLAN AND TRUST and the XXXXX XXXXXXX XXXXXX &
ASSOCIATES, LTD. EMPLOYEES' PROFIT SHARING PLAN AND TRUST, of and from all
manner of action and actions, cause and causes of actions, suits, debts, dues,
sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, claims and demands whatsoever, in law or in equity,
which GINGLE, XXX. XXXXXX, HAUSDORFF and/or MRS. HAUSDORFF, ever had, now have,
or which any personal representative, successor, heir or assign of the same
hereafter can, shall or may have, against PRINCETON, AMSTERDAM EQUITIES
LIMITED, a Bahamian corporation, XXXXXXX TRUST COMPANY, an Illinois
corporation, as Custodian
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of the XXXXX XXXXXXX XXXXXX ROLLOVER INDIVIDUAL RETIREMENT ACCOUNT NUMBER
72-49990, MEESPIERSON (BAHAMAS) LIMITED, a Bahamian corporation, all of the
officers and directors of the corporations named in this sentence, XXXXXXX X.
XXXXXXX, XXXXX XXXXXXX XXXXXX, XXXXX X. XXXXXX, the LAW FIRM OF XXXXXX &
XXXXXX, the XXXXX XXXXXXX XXXXXX & ASSOCIATES, LTD. EMPLOYEES' MONEY PURCHASE
PENSION PLAN AND TRUST and the XXXXX XXXXXXX XXXXXX & ASSOCIATES, LTD.
EMPLOYEES' PROFIT SHARING PLAN AND TRUST for, upon or by reason of any matter,
cause or thing whatsoever, from the beginning of the world to the day of these
presents. Not by way of limitation, GINGLE, XXX. XXXXXX, HAUSDORFF and MRS.
HAUSDORFF further agree that they will not, either directly or indirectly, or
through their agents or attorneys, take any action to defeat, impair, impede or
otherwise interfere with the financing transactions existing between PRINCETON
and THE INVESTOR GROUP, and/or any relationship between the same whatsoever.
B. Except as otherwise expressly provided in this
AGREEMENT, PRINCETON, XXXXXXX TRUST COMPANY, an Illinois corporation, as
Custodian of the XXXXX XXXXXXX XXXXXX ROLLOVER INDIVIDUAL RETIREMENT ACCOUNT
NUMBER 72-49990, all of the officers and directors of the corporations named in
this sentence, and XXXXX XXXXXXX XXXXXX do hereby remise, release, acquit,
satisfy, and forever discharge GINGLE, XXX. XXXXXX, HAUSDORFF, and MRS.
HAUSDORFF, of and from all manner of action and actions, cause and causes of
actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, claims and demands
whatsoever, in law or in equity, which PRINCETON, XXXXXXX TRUST COMPANY, an
Illinois
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corporation, as Custodian of the XXXXX XXXXXXX XXXXXX ROLLOVER INDIVIDUAL
RETIREMENT ACCOUNT NUMBER 72-49990, all of the officers and directors of the
corporations named in this sentence, and XXXXX XXXXXXX XXXXXX ever had, now
have, or which any personal representative, successor, heir or assign of the
same hereafter can, shall or may have, against GINGLE, XXX. XXXXXX, HAUSDORFF,
and MRS. HAUSDORFF, for, upon or by reason of any matter, cause or thing
whatsoever, from the beginning of the world to the day of these presents.
It is hereby agreed that, while this AGREEMENT is not being executed
by AMSTERDAM EQUITIES LIMITED, XXXXXXX X. XXXXXXX, sole shareholder and
director of AMSTERDAM EQUITIES LIMITED, MEESPIERSON (BAHAMAS) LIMITED, the
XXXXX XXXXXXX XXXXXX & ASSOCIATES, LTD. EMPLOYEES' MONEY PURCHASE PENSION PLAN
AND TRUST or the XXXXX XXXXXXX XXXXXX & ASSOCIATES, LTD. EMPLOYEES' PROFIT
SHARING PLAN AND TRUST, any releases granted by GINGLE, XXX. XXXXXX, HAUSDORFF
and/or MRS. HAUSDORFF pursuant to this AGREEMENT shall be rendered null and
void, and any stock (or the equivalent value of such stock) transferred
pursuant to Article VII by GINGLE and HAUSDORFF shall be returned to GINGLE and
HAUSDORFF, in the event that any cause of action regarding the matters
referenced in this AGREEMENT is instituted by AMSTERDAM EQUITIES LIMITED,
XXXXXXX X. XXXXXXX, MEESPIERSON (BAHAMAS) LIMITED, the XXXXX XXXXXXX XXXXXX &
ASSOCIATES, LTD. EMPLOYEES' MONEY PURCHASE PENSION PLAN AND TRUST and the XXXXX
XXXXXXX XXXXXX & ASSOCIATES, LTD. EMPLOYEES' PROFIT SHARING PLAN AND TRUST
against any or all of GINGLE, XXX. XXXXXX, HAUSDORFF, and/or MRS. HAUSDORFF.
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ARTICLE V - GUARANTEE INDEMNIFICATION
PRINCETON has previously obtained institutional financing from the
Bank of Zion n/k/a First of America Bank - Northeast Illinois, N.A. These bank
loans were personally guaranteed by GINGLE and HAUSDORFF. PRINCETON hereby
represents and warrants that all bank loans from this entity have been paid in
full, and that accordingly HAUSDORFF and GINGLE shall have no liability on
their guarantees. Furthermore, PRINCETON represents that there have been no
extensions of these loans utilizing the HAUSDORFF and GINGLE guarantees and
that these guarantees have been terminated with no current or future liability
attendant to them.
ARTICLE VI - HAUSDORFF LOAN
PRINCETON had previously received a $15,000 loan from HAUSDORFF, as
evidenced by PRINCETON's $15,000 Promissory Note to HAUSDORFF. HAUSDORFF
hereby acknowledges payment in full of said Promissory Note, and releases
PRINCETON of any and all liabilities thereunder. PRINCETON acknowledges it has
received the Promissory Note marked "Paid in Full".
ARTICLE VII - STOCK PAYMENT, STOCK RELEASE AND DELEGENDING
X. XXXXXX warrants and represents that as of the date of this
AGREEMENT, GINGLE is the owner of 664,005 shares of PRINCETON common stock.
HAUSDORFF warrants and represents, as of the date of this AGREEMENT, that
HAUSDORFF is the owner of 112,719 shares of PRINCETON common stock. Of the
aforesaid amounts, GINGLE and HAUSDORFF hereby agree to make a total stock
payment of 135,000 shares of PRINCETON common stock to THE INVESTOR GROUP and
PRINCETON in accordance with the immediately following paragraph. Such payment
shall be comprised of 115,409 shares from GINGLE and 19,591 shares
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from HAUSDORFF, all of which shares of stock shall be free and clear of any
liens or encumbrances and all legends and restrictions (the "STOCK PAYMENT").
The aforesaid stock payment shall be made by GINGLE and HAUSDORFF to
the members of THE INVESTOR GROUP and PRINCETON as follows:
AMSTERDAM EQUITIES LIMITED . . . . . . . . . . . . . 117,450 shares
PRINCETON . . . . . . . . . . . . . . . . . . . . . . 8,775 shares
PRINCETON . . . . . . . . . . . . . . . . . . . . . . 8,775 shares
The STOCK PAYMENT shall be made simultaneous with the execution of
this AGREEMENT, and by delivery of written transfer instructions by GINGLE and
HAUSDORFF to PRINCETON's transfer agent and by PRINCETON to PRINCETON's
transfer agent for the release of these 135,000 shares of PRINCETON common
stock, free and clear of all legends and restrictions. Such instructions shall
be in the form, mutually acceptable to all parties hereto, attached hereto and
incorporated herein by reference as Exhibit "A-1". In connection with the STOCK
PAYMENT, the parties hereto acknowledge that PRINCETON is receiving the
above-referenced portion of the STOCK PAYMENT solely due to the assignment by
XXXXX XXXXXXX XXXXXX and XXXXXXX TRUST COMPANY, an Illinois corporation, as
Custodian of the XXXXX XXXXXXX XXXXXX ROLLOVER INDIVIDUAL RETIREMENT ACCOUNT
NUMBER 72-49990, to PRINCETON of their respective rights in such STOCK
PAYMENT.
B. Simultaneous with the stock payment made pursuant to Subparagraph
(A) above, GINGLE and HAUSDORFF shall be entitled to sell 100,000 shares of
PRINCETON common stock free and clear of all legends and restrictions and
without regard to any rights of first refusal or volume restrictions provided
for in this AGREEMENT. Simultaneous with the delivery of the instructions
regarding the stock payment "Exhibit A-1", PRINCETON shall also deliver,
written
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transfer instructions to PRINCETON's transfer agent for the release of these
100,000 of PRINCETON common stock, free and clear of all legends and
restrictions. Such instructions shall be in the form, mutually acceptable to
all parties hereto, attached hereto and incorporated herein by reference as
"Exhibit A-2". The stock release of 100,000 shares shall be comprised of
83,500 applicable to GINGLE and 16,500 shares applicable to HAUSDORFF. GINGLE
AND HAUSDORFF agree that the sale of these 100,000 shares of PRINCETON common
stock shall only be transacted, placed and/or otherwise consummated through the
registered market maker of the stock. GINGLE and HAUSDORFF shall be
responsible for all normal charges, commissions, fees and/or costs otherwise
incurred in the sale of these 100,000 shares.
C. Following the stock payment and stock release provided for in
Subparagraphs (A) and (B) above, GINGLE shall own a balance of 465,096 shares
of PRINCETON common stock, and HAUSDORFF shall own a balance of 76,628 shares
of PRINCETON common stock. Contemporaneous with this Stock Payment, PRINCETON
shall issue written instructions to PRINCETON's Transfer Agent to remove all
legends and restrictions on the balance of the GINGLE and HAUSDORFF stock.
Such instructions shall be in the form, mutually acceptable to all parties
hereto, attached hereto and incorporated herein by reference as Exhibit "A-3".
No future instructions shall be issued to PRINCETON's transfer agent regarding
the balance of the GINGLE and HAUSDORFF stock by any one party hereto without
the written consent of all parties to this AGREEMENT. PRINCETON shall also
cause its legal counsel to issue any opinion necessary for the delegending of
the balance of the GINGLE and HAUSDORFF stock.
D. All transfer fees and taxes, if any, associated with the stock
payment referenced in Subparagraph (A) above shall be borne by THE INVESTOR
GROUP.
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E. All costs and expenses, if any, associated with the delegending
referenced in Subparagraph (C) above shall be borne by PRINCETON.
ARTICLE VIII - VOTING TRUST
X. XXXXXX and HAUSDORFF shall be entitled to sell the balance of
their shares of PRINCETON common stock subject to the volume and right of first
refusal restrictions hereinafter provided. However, the balance of the stock
owned by GINGLE and HAUSDORFF shall be subject to an irrevocable voting trust
pursuant to which THE INVESTOR GROUP shall be fully entitled to vote all such
stock (the "VOTING TRUST"). THE INVESTOR GROUP shall be entitled to vote all
such stock until the later of (a) September 25, 1999 or (b) such time as GINGLE
and HAUSDORFF, including their respective wives, XXX. XXXXXX and MRS.
HAUSDORFF, collectively own or hold, directly or indirectly, beneficially or by
nominee, less than 150,000 shares of PRINCETON common stock. Upon the later of
September 25, 1999 or when GINGLE and HAUSDORFF, and their respective spouses
or related entities collectively, own or hold less than 150,000 shares of
PRINCETON common stock, they shall provide written notice thereof to THE
INVESTOR GROUP, and the VOTING TRUST shall immediately terminate. A copy of
this written notice shall also be forwarded to PRINCETON who shall immediately
make the appropriate entry on its books and records reflecting the termination
of the VOTING TRUST and the restoration of all voting rights to GINGLE and
HAUSDORFF.
B. Until the termination of the VOTING TRUST, GINGLE and HAUSDORFF
shall, at all times herein relevant, remain the sole and beneficial owners of
the shares subject to the VOTING TRUST. THE INVESTOR GROUP, shall not be
authorized to sell, encumber, alienate, or otherwise transfer or dispose of
these shares. Further, all dividends or distributions declared on the stock,
whether cash, shares, distributions in liquidation, mixed distributions, or any
other
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form of distribution from PRINCETON to its shareholders, shall be and remain
the sole property of GINGLE and HAUSDORFF. Furthermore, if any shares should
be generally offered to PRINCETON stockholders for subscription, in exercise of
any preemptive rights provided, or otherwise, all of such rights shall inure to
GINGLE and HAUSDORFF. In all respects, GINGLE and HAUSDORFF shall retain their
rights as shareholders of PRINCETON, including all rights provided in this
AGREEMENT, or under applicable federal, state or local laws, except for the
right to vote the shares encompassed hereby and to transfer, sell or otherwise
dispose of the PRINCETON stock other than as set forth herein.
C. Notwithstanding the foregoing, the VOTING TRUST to THE INVESTOR
GROUP shall not be applicable and GINGLE and HAUSDORFF shall, at all times,
retain all voting rights to a proposal to delist PRINCETON from a publicly
traded company on a national stock exchange to a privately held company.
D. Notwithstanding anything herein that may be construed to the
contrary, any failure of all members of THE INVESTMENT GROUP to vote the shares
of common stock subject to the VOTING TRUST shall not interfere with the
remaining member or members from exercising such right to vote the shares of
common stock subject to the VOTING TRUST. In any instance or instances where
all members of THE INVESTMENT GROUP do not exercise the right to vote the
shares of common stock subject to the VOTING TRUST, the remaining member or
members shall have the right to exercise such right to vote the shares of
common stock subject to the VOTING TRUST and in any such instance or instances
terms and conditions relating to the exercise of the right to exercise such
right to vote the shares of common stock subject to the VOTING TRUST shall
apply only to such remaining member or members.
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ARTICLE IX - AUTHORIZED BROKERAGE COMPANIES
GINGLE and HAUSDORFF hereby agree that any and all sales of their
PRINCETON common stock otherwise authorized under this AGREEMENT shall be
transacted, placed and/or otherwise consummated solely through one or more of
the following brokerage houses or their respective affiliates: (1) Xxxxxxx
Xxxxxx & Company; (2) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx; (3) Xxxxxxx Xxxxx,
and/or (4) any registered market maker of the stock. GINGLE and HAUSDORFF
shall be responsible for all normal charges, commissions, fees, and/or costs
otherwise incurred in trading through these brokerage houses.
ARTICLE X - VACATION PAY
On or before December 31, 1996, PRINCETON agrees to pay to GINGLE,
HAUSDORFF and XXX. XXXXXX the net aggregate sum of $10,000 for accrued and
unpaid vacation pay. Such payment shall be made by certified check, money
order, attorneys' trust account check payable to the XXXXXXXXX, XXXXXXX &
XXXXX, P.A. TRUST ACCOUNT or by issuing wire transfer instructions to the
financial institution or institutions from which such funds are to be
transferred pursuant to the wire transfer instructions attached hereto as
Schedule 1.
ARTICLE XI - RIGHT OF FIRST REFUSAL
In the event that GINGLE and/or HAUSDORFF, whether individually or
jointly, desire to sell or transfer their PRINCETON shares, whether through a
private sale or a sale on the public market, THE INVESTOR GROUP shall have the
right of first refusal upon the terms and conditions hereinafter set forth
("RIGHT OF FIRST REFUSAL") GINGLE and HAUSDORFF shall deliver written notice
of their intentions to sell, or any offer received, to PRINCETON's CFO, XXXXX
XXXXXXX XXXXXX, AMSTERDAM EQUITIES LIMITED and the LAW FIRM OF XXXXXX & XXXXXX,
hereinafter collectively referred to as the "FIRST REFUSAL TEAM".
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The written notice must include: the name, address and telephone number of the
seller and date the notice is being sent; the name, address and telephone
number of the proposed purchaser and/or transferee; the exact price per share
(if not a sale on the public market); the terms of payment of the sale price,
if any; the number of shares to be transferred; written affirmation by
Affidavit sworn under oath and notarized that such proposed sale or intended
transfer conforms to the volume restrictions hereinafter provided; all other
terms and conditions of the proposed transfer; a hard copy of a spreadsheet
setting forth the formulas and the calculations by which GINGLE and HAUSDORFF
have determined that the proposed transaction complies with the volume
restriction; and a virus free 3.5" high density certified 100% error free
computer floppy disk containing a Lotus 123 Windows (version "123R4W")
spreadsheet setting forth the formulas and the calculations by which GINGLE and
HAUSDORFF have determined that the proposed transaction complies with the
volume restriction ("FIRST REFUSAL NOTICE"). Notwithstanding anything herein
that may be construed to the contrary, the exact price per share of common
stock in a sale proposed in the public market for the purpose of the RIGHT OF
FIRST REFUSAL shall be the closing price from the previous trading day to the
date set forth on the GINGLE and HAUSDORFF FIRST REFUSAL NOTICE and such price
shall be set forth in the GINGLE and HAUSDORFF FIRST REFUSAL NOTICE.
After the date that all members of the FIRST REFUSAL TEAM have
received the FIRST REFUSAL NOTICE ("NOTICE DATE"), THE INVESTOR GROUP shall
have a period of twenty-five (25) trading days, expiring at 5:00 p.m. Central
Standard Time on the 25th trading day after the NOTICE DATE, to exercise their
RIGHT OF FIRST REFUSAL ("EXERCISE DATE") and to tender payment, if required,
for the shares purposed to be sold at the same price and on the same terms and
conditions as set out in the FIRST REFUSAL NOTICE. THE
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INVESTOR GROUP shall exercise this RIGHT OF FIRST REFUSAL by sending by
facsimile to Xxxxxxx X. Xxxxxxxxx, Esq., if such facsimile is operational, and,
if not, sending a written notice on or before the EXERCISE DATE exercising such
right to the selling shareholder and by delivering a check or issuing wire
transfer instructions to the financial institution or institutions from which
such funds are to be transferred pursuant to the following wire transfer
instructions for the full amount of the sale price. Wire transfer instructions
for funds to be paid pursuant to the exercise of the RIGHT OF FIRST REFUSAL
GINGLE AND HAUSDORFF are attached hereto as Schedule 2.
On or before the EXERCISE DATE, PRINCETON and/or any member of THE
INVESTOR GROUP may object to any computational mistakes contained in the FIRST
REFUSAL NOTICE regarding the volume restrictions provided herein, payment to be
made upon the exercise of the RIGHT OF FIRST REFUSAL pursuant to the terms
hereof or otherwise. In the event of any such objection, written notice
("NOTICE OF OBJECTION") thereof shall be provided to GINGLE and HAUSDORFF by
sending by facsimile to Xxxxxxx X. Xxxxxxxxx, Esq., if such facsimile is
operational, and, if not, sending a written notice on or before the EXERCISE
DATE. If GINGLE and HAUSDORFF agree with the asserted computational mistake,
then they shall revise their FIRST REFUSAL NOTICE accordingly so as to correct
the same. Upon correction, GINGLE and/or HAUSDORFF shall deliver a corrected
FIRST REFUSAL NOTICE to all members of THE INVESTOR GROUP, and THE INVESTOR
GROUP shall have fourteen (14) days after the date that delivery of the
corrected FIRST REFUSAL NOTICE has been made to all members of THE INVESTOR
GROUP to exercise their RIGHT OF FIRST REFUSAL. If GINGLE and HAUSDORFF should
disagree with the alleged computational mistake, then they shall so notify
PRINCETON and THE INVESTOR
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GROUP within five (5) days after delivery of the NOTICE OF OBJECTION. In that
event, PRINCETON and THE INVESTOR GROUP shall then have an additional fourteen
(14) days to determine whether to exercise the RIGHT OF FIRST REFUSAL provided,
or to further contest the same by providing GINGLE and HAUSDORFF with written
notice of further objection. If further objected, the matter shall be referred
to PRINCETON's current auditing firm or NASDAQ (the choice of which shall be at
the sole discretion of THE INVESTOR GROUP), whose determination as to the
application of the volume restrictions shall be final and binding.
The failure of THE INVESTOR GROUP to exercise their RIGHT OF FIRST
REFUSAL in the manner and within the time periods provided herein shall
constitute a waiver of the RIGHT OF FIRST REFUSAL as to the offered shares. In
the event that THE INVESTOR GROUP shall fail, for any reason, to exercise any
RIGHT OF FIRST REFUSAL pursuant to a FIRST REFUSAL NOTICE delivered to THE
INVESTOR GROUP, then GINGLE and/or HAUSDORFF shall have the right to sell or
transfer such number of shares of common stock set forth in such FIRST REFUSAL
NOTICE, reduced by any applicable correction.
On or before the EXERCISE DATE, the FIRST REFUSAL TEAM may verify any
information provided in the FIRST REFUSAL NOTICE provided by GINGLE and
HAUSDORFF, including contacting any proposed transferee (in the event of a
private sale), but cannot otherwise interfere in the transfer or proposed sale.
The RIGHT OF FIRST REFUSAL provided herein for THE INVESTOR GROUP
shall inure to their respective heirs, successors, assigns and transferees, and
shall be freely assignable and/or transferable.
Notwithstanding anything herein that may be construed to the contrary,
any failure of all members of THE INVESTMENT GROUP to exercise the RIGHT OF
FIRST REFUSAL shall
17
18
not interfere with the remaining member or members from exercising such RIGHT
OF FIRST REFUSAL. In any instance or instances where all members of THE
INVESTMENT GROUP do not exercise the RIGHT OF FIRST REFUSAL, the remaining
member or members shall have the right to exercise such RIGHT OF FIRST REFUSAL
and in any such instance or instances terms and conditions relating to the
exercise of the RIGHT OF FIRST REFUSAL shall apply only to such remaining
member or members.
The rights and obligations of the parties to exercise this RIGHT OF
FIRST REFUSAL shall be further subject to all applicable federal, state and
local laws, including securities and exchange rules. Each party shall be
solely and exclusively responsible for his/its own compliance with such laws.
The price per share for the purposes of this RIGHT OF FIRST REFUSAL
for any sale proposed on the open public market shall be the closing price from
the trading day previous to the date of the FIRST REFUSAL NOTICE. The closing
price published in the Wall Street Journal shall control, but if not published
in the Wall Street Journal, the Investors Business Daily or the Chicago
Tribune, but if not published in the Investors Business Daily or the Chicago
Tribune, a fax copy of the closing price from the market maker, if any, for
PRINCETON shall apply. Alternatively, a computer print-out from Prodigy,
CompuServe, Quicken or America On-Line reflecting the closing price for the
previous day may be utilized. If still not available, then the final closing
price shall be that certified in a written Affidavit sworn under oath and
notarized obtained by GINGLE and HAUSDORFF from the selling agent to be
utilized in accomplishing the desired trade, provided that such agent is one of
the brokerage houses identified in ARTICLE IX above, and delivered to THE
INVESTOR GROUP by GINGLE and HAUSDORFF. Upon compliance with all of the
terms of this RIGHT OF FIRST REFUSAL, any shares of common
18
19
stock sold pursuant to the conditions hereof, whether to PRINCETON, THE
INVESTOR GROUP, or any third party, whether by public or private sale, shall be
forever free and clear of this RIGHT OF FIRST REFUSAL.
The parties hereto agree that this RIGHT OF FIRST REFUSAL will apply
as to every proposed transfer, sale or other disposition of PRINCETON stock by
GINGLE and HAUSDORFF, except that their stock interests may be placed in a
trust and disposed of pursuant to its terms, gifted, or, in the event of their
deaths, may pass pursuant to their xxxxx or by operation of law, it being fully
understood and agreed that a transfer in trust, by gift, by will or by
operation of law does not constitute a transfer necessitating any right of
first refusal nor is such a transfer limited by the volume restrictions,
although the transferee of such stock shall receive the stock, subject to the
RIGHT OF FIRST REFUSAL and the volume restrictions provided in this AGREEMENT.
The foregoing notwithstanding, any transfer pursuant to the first sentence of
this paragraph shall not be subject to the RIGHT OF FIRST REFUSAL only if such
transfer is made without any direct or indirect consideration whatsoever
including, without limitation, a loan, forgiveness of indebtedness, payment of
money, provision of materials or services to GINGLE, HAUSDORFF, a person,
persons, an entity or entities related thereto and, if such transfer is made
with any consideration, GINGLE and HAUSDORFF agree that all such consideration
shall be immediately paid to THE INVESTOR GROUP as liquidated damages and not
as a penalty or forfeiture and, further, agree and acknowledge that such
damages are fair and reasonable.
Notwithstanding the foregoing, the RIGHT OF FIRST REFUSAL shall not be
applicable to any offer made to purchase any and all outstanding shares of
PRINCETON stock for good and valuable consideration ("TENDER OFFER"). In that
event, all terms and conditions of the
19
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TENDER OFFER shall similarly be applicable to the balance of the stock held by
GINGLE and HAUSDORFF.
ARTICLE XII - VOLUME RESTRICTIONS
A. Aside from the restrictions otherwise provided in this AGREEMENT,
GINGLE and HAUSDORFF agree that their rights to sell, transfer, assign,
hypothecate or in any way alienate any of their shares shall be subject to the
volume restrictions hereinafter provided. GINGLE and HAUSDORFF further agree
that the volume restrictions imposed are to be determined on a pro rata basis,
on the basis of the daily average of the number of shares of PRINCETON common
stock sold over the period of twenty-five (25) days of trading for PRINCETON
stock immediately prior to the date of the FIRST REFUSAL NOTICE (the "DAILY
VOLUME AVERAGE"), which date shall be the same date upon which such FIRST
REFUSAL NOTICE is sent by GINGLE or HAUSDORFF.
B. The aggregate amount of stock permitted to be sold shall be
considered the "allowable volume". The pro rata allocation of the allowable
volume shall be 83.5% for GINGLE and 16.5% for HAUSDORFF. Each shall be
permitted to sell only their pro rata share of the allowable volume during any
seven (7) day period as provided herein. During seven (7) day periods, of
which the first shall commence at 12:00 a.m. on September 26, 1996 and end at
11:59 p.m. on October 2, 1996 and the second shall commence at 12:00 a.m. on
October 3, 1996 and end at 11:59 p.m. on October 9, 1996 and, thereafter,
continue for successive seven (7) day periods, GINGLE or HAUSDORFF can sell,
transfer, and/or alienate, no more than their pro rata portion of twenty-five
percent (25%) of the DAILY VOLUME AVERAGE. However, the aggregate volume shall
be reduced by a formula set forth herein which considers the price
differential, if any. Price differential is the difference, if any, calculated
in a percent between the
20
21
high and low of the stock price over the twenty-five (25) day trading period.
If the price differential of PRINCETON common stock over the relevant
twenty-five (25) day trading period is equal to or greater than ten percent
(10%), then the allowable volume shall be further reduced by the product of (i)
four (4) and (ii) the amount by which the price differential exceeds 10% [i.e.,
if price differential is 15% (e.g. assume the low was $1.00 and the high was
$1.15, the spread, $1.15 - $1.00 = $0.15, is 15% higher than the low, 0.15 / 1
= 15%), than allowable volume is reduced by an additional 20% (i.e. 15% - 10% =
5% x 4 = 20%. 25% - (25% x 20%) = 20% of the DAILY VOLUME AVERAGE)].
Notwithstanding the foregoing, if the average stock price over the twenty-five
(25) day trading period exceeds (is higher) than the proposed sales price of
the GINGLE or HAUSDORFF stock to be sold (in other words, on the average, the
price of PRINCETON stock over the 25 day trading period has increased instead
of decreased) and the price differential is attributable to this upward trend
and increase in the price of the PRINCETON common stock, GINGLE/HAUSDORFF
volume restriction shall not go below 2.5% of the DAILY VOLUME AVERAGE in any
one week [i.e. in such an instance in an upward market GINGLE/HAUSDORFF shall
be entitled to an allowable volume no less than 10% of the 25% of the DAILY
VOLUME AVERAGE (10% x 25% = 2.5%)].
X. XXXXXX or HAUSDORFF shall utilize the form attached hereto as
Exhibit B, for purposes of calculating the allowable volume and their pro rata
share thereof. This form shall be completed each time GINGLE or HAUSDORFF
desire to sell stock and shall be delivered to PRINCETON and each member of THE
INVESTOR GROUP contemporaneous with the FIRST REFUSAL NOTICE provided by
Article XI of this AGREEMENT.
D. Price Differential and volume calculations for the twenty-five
(25) day trading period contained in this Article XII shall be determined by
reference to the closing prices and volume
21
22
published in the Wall Street Journal. If not published in the Wall Street
Journal, a fax copy of this closing information for the market maker, if any,
for PRINCETON shall apply. Alteratively, a computer print-out from Prodigy,
CompuServe, Quicken or America On-Line reflecting the closing prices and volume
for the twenty-five (25) trading period may be utilized. If still not
available, then this information shall be obtained from the selling agent to be
utilized in accomplishing the desired trade, provided that such agent is one of
the brokerage houses identified in Article IX above.
E. Notwithstanding the foregoing volume restrictions, in the event
(i) PRINCETON is delisted as a publicly traded company on a national stock
exchange (NASDAQ, NYSE or AMEX), and (ii) in addition to such a delisting,
PRINCETON stock is no longer traded on the "Bulletin Board" or in the "Pink
Sheets", then the foregoing volume restrictions shall no longer be applicable.
F. Notwithstanding the foregoing volume restrictions, if the shares
are being sold to PRINCETON and/or THE INVESTOR GROUP, then and only then, at
the sole and exclusive discretion of PRINCETON and/or THE INVESTOR GROUP, no
matter how arbitrary, PRINCETON and/or THE INVESTOR GROUP shall be empowered to
reduce volume restrictions to any extent or degree, no matter how arbitrary.
ARTICLE XIII - LIQUIDATED DAMAGES
If GINGLE and/or HAUSDORFF should sell or otherwise transfer, or any
broker utilized by GINGLE or HAUSDORFF should sell any stock in excess of their
pro rata share of the allowable volume contained in the Volume Restrictions in
Article XII herein, then the violating party/parties (GINGLE and/or HAUSDORFF)
shall pay to THE INVESTOR GROUP, as liquidated damages, the excess gross
proceeds (the total sales price of all shares sold in excess
22
23
of their pro rata share of the allowable volume under the Volume Restrictions
without deduction for any expense associated with such sale). If the violation
occurs by a transfer other than by sale, then the liquidated damages shall be
the gross market value (determined by utilizing the closing price for the stock
on the day of the transfer) of all stock transferred in excess of the allowable
volume under the Volume Restrictions.
Notwithstanding the foregoing, no liquidated damages shall be payable
for an error in the computation contained in the FIRST REFUSAL NOTICE of the
number of shares allowed to be sold where PRINCETON and/or THE INVESTOR GROUP
fails to correct the computation within the twenty-five (25) trading day
period to exercise the RIGHT OF FIRST REFUSAL.
ARTICLE XIV - CONSULTING AGREEMENT
Commencing January 1, 1997, GINGLE agrees to perform consulting
services for PRINCETON for a period of three (3) months through March 31, 1997.
These consulting services shall be performed without compensation except that
GINGLE shall be entitled to be paid and/or reimbursed by PRINCETON for expenses
which are pre-approved by PRINCETON in writing. PRINCETON shall have the
option of extending the consulting agreement for an additional three (3) months
on terms to be agreed upon between PRINCETON and GINGLE. PRINCETON shall
notify GINGLE no later than March 17, 1997 in the event PRINCETON desires to
exercise its option and the agreed upon terms shall be completed between the
parties no later than March 31, 1997.
ARTICLE XV - MISCELLANEOUS
1. Default. If any party hereto defaults on the performance of
any non-monetary obligations of this AGREEMENT, and fails to cure said default
within five (5) days of delivery of written notice thereof, then the parties
agree that the non-defaulting party may seek the specific
23
24
performance of the defaulting party's obligations in a court of equity in Xxxx
County, Illinois, and without regard to the adequacy of any legal remedy. In
all other respects, the parties shall also have such other and further rights
and remedies as are provided under applicable law.
2. Taxes. The parties hereto shall each be responsible for the
payment of their own respective tax obligations created as a result of the
terms and conditions of this AGREEMENT, or performance hereunder. Without
limiting the generality of the foregoing, the parties specifically acknowledge
that GINGLE and HAUSDORFF may claim a capital loss for their respective
portions of the stock payment to THE INVESTOR GROUP herein provided.
3. Governing Law. This AGREEMENT has been entered into in the
State of Illinois, and it is the intention of the parties that all questions as
to performance, interpretation, validity, legal effect and enforceability of
this AGREEMENT, including, without limitation, Article XV, Section 1, shall be
determined in accordance with the laws of the State of Illinois. The parties
hereby further agree that the exclusive venue for any action under this
AGREEMENT shall be the courts of Xxxx County, Illinois, state and federal, and
all parties hereby waive any objections which they may have to the personal
jurisdiction of such courts. Such personal jurisdiction is hereby conferred
without regard to the actual locus or residence of the parties at the present
time, or regardless of any change of residence of any of the parties that may
occur hereafter.
4. Entire Agreement. This AGREEMENT sets forth the entire
understanding of the parties hereto, and supersedes all previous oral and
written agreements, if any, between the parties, and may not be amended,
altered or modified except by written document signed by all of the parties
hereto.
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25
5. Headings. The headings used in this AGREEMENT are used for
reference purposes only, and are not deemed controlling with respect to the
meaning, construction or effect of the contents thereof.
6. Severability. The invalidity or unenforceability of any
particular provision of this AGREEMENT shall not affect the other provisions
hereof, and this AGREEMENT shall be construed in all respects as if such
invalid or unenforceable provision were omitted.
7. Binding Effect. This AGREEMENT shall be binding upon and
inure to the benefit of, and shall be enforceable by, the respective
successors, assigns, heirs, beneficiaries and personal representatives of the
parties hereto.
8. Gender. Wherever the context shall so require, all words
herein any gender shall be deemed to include the masculine, feminine or neuter
gender; all singular words shall include the plural and all plural shall
include the singular.
9. Waiver of Breach. The waiver of any party of a breach of any
provision of this AGREEMENT by the other shall not operate or be construed as a
waiver of any subsequent breach.
10. Attorneys' Fees and Costs. In the event that any party shall
be required to enforce this AGREEMENT through litigation, the prevailing party
shall be entitled to recover its reasonable attorneys' fees and all costs and
expenses incurred in connection with such enforcement, including fees, costs
and expenses incurred upon any appeal or in any bankruptcy proceedings.
11. Counterparts. This AGREEMENT may be executed in any number of
counterparts, and each such counterpart shall for all purposes be deemed to be
an original.
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26
12. Further Cooperation. Each of the parties hereto agrees to
execute whatever additional documentation or instruments as are necessary to
carry out the intents and purposes of this AGREEMENT.
13. Joint Agreement. This AGREEMENT shall be considered the joint
product of all parties hereto, and in the event of any controversy as to the
construction of any provision hereof, such controversy shall not be construed
against any party as the alleged drafter of this AGREEMENT.
14. Notice. Any and all notices, consents, offers, acceptances,
or any other communications provided for herein shall be given in writing and
shall be effective upon delivery as evidenced by a receipt executed by or for
the party to whom such notice, consent, offer, acceptance, or any other
communication provided for herein is addressed; which delivery shall occur upon
facsimile transmission, as evidenced by such facsimile transmission
verification report and upon delivery by (i) certified or registered mail as
evidenced by a return receipt executed by or for the party to whom such mail is
addressed, or (ii) courier service, including, without limitation, United
Parcel Service, Federal Express, Purolator, Airborne Express, or U.S. Postal
Service Express Mail, as evidenced by a receipt executed by or for the party to
whom such courier package is addressed. Notices shall be given to the
following:
If to GINGLE or 0000 Xxxx Xxxxx Xxxxx
XXX. XXXXXX: Xxx Xxxx Xxxxxx, XX 00000
If to HAUSDORFF or 2501 Pinebrook Hollow
MRS. HAUSDORFF: Xxxxxxxx, XX 00000
With a copy to: Xxxxxxx X. Xxxxxxxxx, Esquire
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27
Xxxxxxxxx, Xxxxxxx & Salim, P.A.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
(000) 000-0000
FAX (000) 000-0000
If to PRINCETON: Xxxxxx Xxxxxxxxxxx, CFO
Princeton Dental Management
Corporation
0000 Xxxx 000xx Xxxxx
Xxxxxxxxxx, XX 00000
FAX (000) 000-0000
If to THE INVESTOR GROUP: Amsterdam Equities Limited
00 Xxxxxxxxx Xxxxxx
X.X. Xxx X-0000
Nassau, N.P., Bahamas
FAX (000) 000-0000
XXXXX XXXXXXX XXXXXX
0000 Xxxx 000xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
(000) 000-0000
FAX (000) 000-0000
Xxxxxxx Trust Company, as Custodian
of the Xxxxx Xxxxxxx Xxxxxx Rollover
Individual Retirement Account Number
75-49990
00000 X. Xxxxxx Xxx.
Xxx Xxxx, XX 00000
FAX (000) 000-0000
With a copy to: Xxxxx X. Xxxxxx, Esquire
Xxxxxx & Xxxxxx
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
(000) 000-0000
FAX (000) 000-0000
27
28
The parties shall provide notice, in writing, of any changes to the aforesaid
notice addresses.
14. Time. Time shall be of the essence in the performance of any
obligation or the sending of any notice under this AGREEMENT.
ARTICLE XIV - DISMISSAL WITH PREJUDICE
Upon execution of this AGREEMENT, PRINCETON agrees to execute and file
a voluntary dismissal with prejudice of its action against GINGLE, HAUSDORFF
and XXX. XXXXXX, pending in the Circuit Court of Xxxx County, Illinois, County
Department, Chancery Division, Case No. 95 CH 5708. Such dismissal shall be in
the form attached hereto and incorporated herein by reference as Exhibit "C".
All parties shall bear their own costs and attorneys' fees incurred in such
proceeding.
END OF TEXT ON THIS PAGE
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29
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT,
with the intent to be legally bound, on the day and year written below:
Xxxxxx Xxxx
-----------------------------------
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
----------------------------------- ------------------------------------
XXXXX X. XXXXXX
Xxxxxx Xxxx
-----------------------------------
Xxxxx X. Xxxxxx Xxxxxx Xxxxxx
----------------------------------- ------------------------------------
XXXXXX XXXXXX
Xxxxxxx X'Xxxxxxx
-----------------------------------
M. Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx
----------------------------------- ------------------------------------
XXXXX XXXXXXXXX
Xxxxxxx X'Xxxxxxx
-----------------------------------
M. Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx
----------------------------------- ------------------------------------
XXXXX XXXXXXXXX
PRINCETON DENTAL MANAGEMENT
CORPORATION
Xxxxxx Xxxxxxx Caves
-----------------------------------
??? By: Xxxx X. Xxxxxxxx
----------------------------------- ------------------------------------
SIGNATURES CONTINUED ON NEXT PAGE
29
30
-----------------------------------
----------------------------------- ------------------------------------
XXXXX XXXXXXX XXXXXX
XXXXXXX TRUST COMPANY, as Custodian
of the XXXXX XXXXXXX XXXXXX ROLLOVER
INDIVIDUAL RETIREMENT ACCOUNT NUMBER
75-49990.
-----------------------------------
By:
---------------------------------
Name
--------------------------
Title
--------------------------
The following parties are joining in this AGREEMENT solely for
purposes of Article IV regarding the Releases that each party hereto is giving
and receiving.
??? Xxxxx Xxxxxx
----------------------------------- ------------------------------------
XXXXX XXXXXX, individually
LAW FIRM OF XXXXXX & XXXXXX
??? By: Xxxxx Xxxxxx, partner
----------------------------------- ------------------------------------
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31
STATE OF FLORIDA )
) SS:
COUNTY OF Pcisco )
The foregoing instrument was acknowledged before me this 11th day of
October, 1996, by XXXXX X. XXXXXX, who [ ] is personally known to me, or
[ X ] produced FL DL G524 804 0030 as identification.
Xxxxx X. Xxxxxx
------------------------------------
NOTARY PUBLIC
My Commission Expires: Print Name:
-------------------------
Commission No.:
---------------------
XXXXX X. XXXXXX
[SEAL] MY COMMISSION # CC 362614
EXPIRES: February 27, 0000
Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxx
XXXXX XX XXXXXXX )
) SS:
COUNTY OF Pcisco )
The foregoing instrument was acknowledged before me this 11th day of
October, 1996, by XXXXXX XXXXXX, who [ ] is personally known to me, or [ X ]
produced FL DL G524 000 00 0000 as identification.
Xxxxx X. Xxxxxx
------------------------------------
NOTARY PUBLIC
My Commission Expires: Print Name:
-------------------------
Commission No.:
---------------------
XXXXX X. XXXXXX
[SEAL] MY COMMISSION # CC 362614
EXPIRES: February 27, 1997
Bonded Thru Notary Public Underwriters
31
32
STATE OF FLORIDA )
) SS:
COUNTY OF SARASOTA )
The foregoing instrument was acknowledged before me this 10th day of
October, 1996, by XXXXX XXXXXXXXX, who [ X ] is personally known to me, or
[ ] produced Drivers License as identification.
Xxxxxx Xxxxx
------------------------------------
NOTARY PUBLIC
My Commission Expires: Print Name:
-------------------------
Commission No.:
---------------------
Xxxxxx Xxxxx
[SEAL] MY COMMISSION # CC540269 EXPIRES
May 28, 2000
BONDED THRU XXXX XXXX INSURANCE, INC.
STATE OF FLORIDA )
) SS:
COUNTY OF SARASOTA )
The forgoing instrument was acknowledged before me this 10th day of
October, 1996, by XXXXX XXXXXXXXX, who [ X ] is personally known to me, or
[ ] produced Drivers License as identification.
Xxxxxx Xxxxx
------------------------------------
NOTARY PUBLIC
My Commission Expires: Print Name:
-------------------------
Commission No.:
---------------------
Xxxxxx Xxxxx
[SEAL] MY COMMISSION # CC540269 EXPIRES
May 28, 2000
BONDED THRU XXXX XXXX INSURANCE, INC.
32
33
STATE OF MICHIGAN )
) SS:
COUNTY OF XXXXX )
The forgoing instrument was acknowledged before me this 5th day of
November, 1996, by Xxxx X. Xxxxxxxx, of PRINCETON DENTAL MANAGEMENT
CORPORATION. He/She [ X ] is personally known to me, or [ ] produced
________________ as identification.
Xxxxxx Xxxxxxx Caves
------------------------------------
NOTARY PUBLIC
My Commission Expires: Print Name: Xxxxxx Xxxxxxx Caves
8-21-00 -------------------------
XXXXXX XXXXXXX CAVES Commission No.:
Notary Public, Xxxxx County, MI ---------------------
My Commission Expires Aug. 21, 2000
STATE OF )
) SS:
COUNTY OF )
The forgoing instrument was acknowledged before me this day of
, 1996, by XXXXX XXXXXXX XXXXXX, who [ ] is
personally known to me, or [ ] produced as
identification.
------------------------------------
NOTARY PUBLIC
My Commission Expires: Print Name:
-------------------------
Commission No.:
---------------------
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34
SCHEDULE 1
Xxxxxxxxx, Xxxxxxx & Salim, P.A.
Regular Trust Account
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
(000) 000-0000
Capital Bank - ABA #000000000
0000 Xxxxxxx Xxxxxxxx
Xxxxx Xxx Xxxxxxx, XX 00000
For further credit to:
Capital Bank
000 XX 0xx Xxxxxx
Xxxx Xxxxxxxxxx, XX 00000
Credit to: Xxxxxxxxx, Xxxxxxx & Salim, P.A.
Trust Account
Account No. 0000000000
With telephone confirmation to:
Xxxxx X. Xxxxxxxx (000) 000-0000
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35
SCHEDULE 2
GINGLE:
Xxxxxxx Bank 051-007
0000 X.X. Xxxxxxx 00
Xxx Xxxx Xxxxxx, XX 00000-0000
Route #0631073935020
For credit to the account of:
Xxxxx X. Xxxxxx or Xxxxxx X. Xxxxxx
Account #1517253782
HAUSDORFF:
Xxxxxxx Bank 062-003
000 X. Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Route #0631090581248
For credit to the account of:
Xxxxx X. Xxxxxxxxx or Xxxxx Xxxxxxxxx
Account #1627526196
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36
EXHIBIT ___
___________________________________________
PRINCETON DENTAL MANAGEMENT CORPORATION,
a Delaware Corporation,
Plaintiff, Xxxx Xx. 00 XX 0000
In Chancery
v.
NOTICE OF DISMISSAL
XXXXX X. XXXXXX, XX. XXXXX X.
XXXXXXXXX and XXXXX XXXXXX,
Defendants.
___________________________________________
Plaintiff Princeton Dental Management Corporation, by and through its
counsel hereby dismiss with prejudice the above-captioned proceeding against
defendants Xxxxx X. Xxxxxx, Xx. Xxxxx X. Xxxxxxxxx and Xxxxx Xxxxxx and all
claims stated therein pursuant to Illinois Code of Civil Procedure 2-1009, with
each party bearing his or its own costs.
Dated: October __, 0000
Xxxxxxx, Xxxxxxxx
___________________________________
_______________________
Attorneys for Plaintiff
Princeton Dental Management
Corporation
37
[PDMC LETTERHEAD]
October , 1996
VIA TELECOPY AND REGULAR MAIL
Continental Stock
Transfer & Trust Company
0 Xxxxxxxx
Xxx Xxxx, XX 00000
Re: PRINCETON DENTAL MANAGEMENT CORPORATION ("PDMC")
XXXXX X. XXXXXX, XXXXX X. XXXXXX, XXXXX X. XXXXXXXXX
(THE "STOCKHOLDERS")
Dear Sir or Madam:
We have been provided with instruction letters from the Stockholders
regarding their shares of PDMC common stock (copies of letters attached). In
these letters the Stockholders request that new, legend-free PDMC stock
certificates be issued in accordance with the terms of such instruction letters.
We have also been provided with Rule 144 Affidavits from each of the
Stockholders and an opinion of counsel from Xxxxxx & Xxxxxx.
Accordingly, we instruct you to cancel and reissue the PDMC stock
certificates in strict accordance with the terms of the attached instruction
letters. The new certificates need not contain any restrictive legends.
Thank you for your cooperation and please feel free to call if you have any
questions.
Sincerely,
PRINCETON DENTAL MANAGEMENT CORPORATION
By:
------------------------------------
Its:
-----------------------------------
38
[XXXXXX & XXXXXX LETTERHEAD]
October , 1996
VIA TELECOPY AND REGULAR MAIL
Continental Stock
Transfer & Trust Company
0 Xxxxxxxx
Xxx Xxxx, XX 00000
Re: PRINCETON DENTAL MANAGEMENT CORPORATION ("PDMC")
XXXXX X. XXXXXX, XXXXX X. XXXXXX, XXXXX X. XXXXXXXXX
(THE "STOCKHOLDERS")
Dear Sir or Madam:
This firm represents PDMC, and we have been requested to issue our opinion
with respect to the removal of all legends from the shares of PDMC common stock
currently held by the Stockholders and referenced in the attached instruction
letters ("Stock").
In connection with the preparation of this opinion, we have been provided
with certain information by the Stockholders and PDMC, and this opinion is being
issued in reliance upon such information. Without limitation, PDMC and the
Stockholders have each advised us that (i) none of the Stockholders has, during
the last three months, been an "affiliate" of PDMC, and (ii) each of the
Stockholders has owned the Stock attributed to them in the attached instruction
letters for a period of at least three (3) years.
Based on the foregoing, and pursuant to Rule 144(k) of the General Rules and
Regulations promulgated under the Securities Act of 1933, it is our opinion
that the legends may be removed on the Stock in strict accordance with the
terms of the attached instruction letters.
Sincerely,
XXXXXX & XXXXXX
