EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of September 30, 1997, by and among Pentegra Dental Group, Inc., a
Delaware corporation ("Pentegra"), and each person listed on the signature
pages hereof under the caption "Stockholder" (each a "Stockholder").
WHEREAS, each Stockholder has received or will receive on the closing
date (the "Closing Date") of Pentegra's initial public offering (the "IPO")
shares of common stock, par value $.001 per share, of Pentegra ("Pentegra
Common Stock") pursuant to an agreement with Pentegra;
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein, and intending to be legally bound hereby, the
parties to this Agreement agree as follows:
1. PIGGYBACK REGISTRATION RIGHTS. At any time within two years following
Closing Date, whenever Pentegra proposes to register any Pentegra Common
Stock for its own or others' account under the Securities Act for a public
offering for cash, other than a registration relating to (i) employee benefit
plans, or (ii) issuance of shares in connection with one or more acquisition
transactions under a Registration Statement on Form S-4 (or a successor to
Form S-4 adopted by the SEC), Pentegra will give each Stockholder prompt
written notice of its intent to do so (a "Registration Notice") at least
thirty (30) days prior to the filing of the related registration statement
with the SEC. Such notice shall specify the approximate date on which
Pentegra proposes to file such registration statement and shall contain a
statement that each Stockholder is entitled to participate in such offering
and shall set forth the number of shares of Registrable Common (as
hereinafter defined) that represents the best estimate of the lead managing
underwriter (or if not known or applicable, Pentegra) that will be available
for sale by the holders of Registrable Common in the proposed offering. If
Pentegra shall have delivered a Registration Notice, each Stockholder shall
be entitled to participate on the same terms and conditions as Pentegra in
the public offering to which such Registration Notice relates and to offer
and sell shares of Registrable Common therein only to the extent provided in
this SECTION 1. Each Stockholder desiring to participate in such offering
shall notify Pentegra no later than twenty (20) days following receipt of the
Registration Notice of the aggregate number of shares of Registrable Common
that such Stockholder then desires to sell in the offering. Each Stockholder
desiring to participate in such public offering may include shares of
Registrable Common in the registration statement relating to the offering to
the extent that the inclusion of such shares shall not reduce the number of
shares of Pentegra Common Stock to be offered and sold by Pentegra to be
included therein. If the lead managing underwriter selected by Pentegra for
a public offering (or, if the offering is not underwritten, a financial
advisor to Pentegra) determines that marketing factors require a limitation
on the number of shares of Registrable Common to be offered and sold in such
offering, there shall be included in the offering only that number of shares
of Registrable Common, if any, that such lead managing underwriter or
financial advisor, as the case may be, reasonably and in good faith believes
will not jeopardize the success of the offering, provided that if the lead
managing underwriter or financial advisor, as the case may be,
determines that marketing factors require a limitation on the number of
shares of Registrable Common to be offered and sold as aforesaid and so
notifies Pentegra in writing, the number of shares of Registrable Common to
be offered and sold by Stockholders desiring to participate in the offering
shall be allocated among such Stockholders on a pro rata basis, based on
their holdings of Registrable Common.
As used herein, "Registrable Common" means shares of Pentegra Common
Stock that are (i) issuable to each Stockholder pursuant to that certain
Exchange Agreement between such Stockholder and Pentegra dated August ___,
1997, or (ii) issued to other stockholders of Pentegra pursuant to
acquisitions conducted prior to or after the date hereof, and that, as of the
time of determination, have presently exercisable registration rights
pursuant to the terms of this Agreement or a similar agreement (the "Other
Registration Rights Agreements") and shall include any additional shares of
Pentegra Common Stock issued or distributed in respect of any such shares by
way of stock dividend or distribution or stock split or in connection with a
combination of shares, recapitalization, reorganization, merger,
consolidation or otherwise. For purposes of this Agreement and the Other
Registration Rights Agreements, shares of Registrable Common will cease to be
Registrable Common when and to the extent that (i) a registration statement
covering such shares has been declared effective under the Securities Act and
such shares have been disposed of pursuant to such effective registration
statement, (ii) such shares are distributed to the public pursuant to Rule
144 (or any similar provision then in force) under the Securities Act, or
(iii) such shares have been otherwise transferred to a party that is not an
affiliate of the transferring stockholder and new certificates for such
shares of Registrable Common not bearing a legend restricting further
transfer shall have been delivered by Pentegra.
2. REGISTRATION PROCEDURES. In connection with registrations under SECTION
1 hereof, Pentegra shall (a) prepare and file with the SEC such amendments
(including post-effective amendments) to such registration statement and
supplements to the related prospectus to appropriately reflect the plan of
distribution of the securities registered thereunder until the completion of
the distribution contemplated by such registration statement or for so long
thereafter as a dealer is required by law to deliver a prospectus in
connection with the offer and sale of the shares of Registrable Common
covered by such registration statement and/or as shall be necessary so that
neither such registration statement nor the related prospectus shall contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and so that such registration statement and the related prospectus
will otherwise comply with applicable legal requirements; (b) provide to any
Stockholder requesting to include shares of Registrable Common in such
registration statement and a single counsel for all holders of Registrable
Common requesting to include shares of Registrable Common in such
registration statement, which counsel shall be selected by the holders of a
majority of shares of Registrable Common requested to be included in such
registration statement and shall be reasonably satisfactory to Pentegra, an
opportunity to review and provide comments with respect to such registration
statement (and any post-effective amendment thereto) prior to such
registration statement (or post-effective amendment) becoming effective; (c)
use its best efforts to register and qualify the Registrable Common covered
by such registration statement under applicable securities or "Blue Sky" laws
of such jurisdictions as the holders shall reasonably request for the
distribution of the Registrable Common; (d) take such other actions as are
reasonable and necessary to comply with
the requirements of the Securities Act and the rules and regulations
thereunder; (f) furnish such number of prospectuses (including preliminary
prospectuses) and documents incident thereto as a Stockholder from time to
time may reasonably request; (e) provide to any Stockholder requesting to
include Registrable Common in such registration statement and any managing
underwriter participating in any distribution thereof, and to any attorney,
accountant or other agent retained by Stockholder or managing underwriter,
reasonable access to appropriate officers and directors of Pentegra to ask
questions and to obtain information reasonably requested by any Stockholder,
managing underwriter, attorney, accountant or other agent in connection with
such registration statement or any amendment thereto, provided, however, that
(i) in connection with any such access or request, any such requesting
persons shall cooperate to the extent reasonably practicable to minimize any
disruption to the operation by Pentegra of its business and (ii) any records,
information or documents shall be kept confidential by such requesting
persons, unless (1) such records, information or documents are in the public
domain or otherwise publicly available or (2) disclosure of such records,
information or documents is required by court or administrative order or by
applicable law (including, without limitation, the Securities Act); (h) list
or include such Registrable Common on any securities exchange or quotation
system on which any stock of Pentegra is then listed or included, if the
listing or inclusion of such Registrable Common is then permitted under the
rules of such exchange or quotation system; (i) use its best efforts to keep
the Stockholder informed of Pentegra's best estimate of the earliest date on
which such registration statement or any post-effective amendment thereto
will become effective and will notify Stockholder and the managing
underwriters participating in the distribution pursuant to such registration
statement promptly (i) when Pentegra is informed that such registration
statement or any post-effective amendment to such registration statement
becomes effective, (ii) of any request by the SEC for an amendment or any
supplement to such registration statement or any related prospectus, (iii) of
the issuance by the SEC of any stop order suspending the effectiveness of
such registration statement or of any order preventing or suspending the use
of any related prospectus or the initiation or threat of any proceeding for
that purpose, (iv) of the suspension of the qualification of any shares of
Registrable Common included in such registration statement for sale in any
jurisdiction or the initiation or threat of a proceeding for that purpose,
(v) of any determination by Pentegra that an event has occurred which makes
untrue any statement of a material fact made in such registration statement
or any related prospectus or which requires the making of a change in such
registration statement or any related prospectus in order that the same will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading and (vi) of the completion of the
distribution contemplated by such registration statement if it relates to an
offering by Pentegra; (j) in the event of the issuance of any stop order
suspending the effectiveness of such registration statement or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any shares of Registrable Common included in such
registration statement for sale in any jurisdiction, use its best efforts
promptly to obtain its withdrawal; and (k) otherwise use its best efforts to
comply with all applicable rules and regulations of the SEC, and make
available to its security holders, as soon as reasonably practicable, but not
later than fifteen months after the effective date of such registration
statement, an earnings statement covering the period of at least twelve
months beginning with the first full fiscal quarter after the effective date
of such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act.
3. UNDERWRITING AGREEMENT. In connection with each registration pursuant
to SECTION 1 covering an underwritten registered public offering, Pentegra
and each participating stockholder agree to enter into a written agreement
with the managing underwriter in such form and containing such provisions as
are customary in the securities business for such an arrangement between such
underwriter and companies of Pentegra's size and investment stature.
4. AVAILABILITY OF RULE 144. Notwithstanding anything contained herein to
the contrary (including SECTION 1 hereof), Pentegra shall not be obligated to
register shares of Registrable Common held by any Stockholder at any time (a)
following the second anniversary of the Closing Date or (b) for any
Stockholder then owning less than 1% of the then outstanding shares of
Pentegra Common Stock when the resale provisions of Rule 144(k) promulgated
under the Securities Act are available to that Stockholder or that
Stockholder is otherwise entitled to sell the shares of Registrable Common
held by him or her without registration under the Securities Act and without
limitation as to volume or manner of sale or both.
5. RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the SEC which may permit the sale of the
shares of Registrable Common held by the Stockholder to the public without
registration, Pentegra agrees to:
(a) make and keep public information available as those terms are
understood and defined in Rule 144 promulgated under the Securities Act, at
all times from and after ninety (90) days following the effective date of the
Registration Statement;
(b) use its best efforts to file with the SEC in a timely manner all
reports and other documents required of Pentegra under the Securities Act and
the Exchange Act at any time after it has become subject to such reporting
requirements; and
(c) so long as a Stockholder owns any shares of Registrable Common,
furnish to that Stockholder forthwith upon request a written statement by
Pentegra as to its compliance with the reporting requirements of Rule 144,
the Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), a copy of the most recent annual or
quarterly report of Pentegra, and such other reports and documents so filed
as a Stockholder may reasonably request in availing itself of any rule or
regulation of the SEC allowing a Stockholder to sell any such securities
without registration.
6. MARKET STANDOFF. In consideration of the granting to the Stockholder of
the registration rights pursuant to this Agreement, each Stockholder agrees
that, for so long as such Stockholder holds shares of Registrable Common,
except as permitted by SECTION 1 hereof, such Stockholder will not sell,
transfer or otherwise dispose of, including, without limitation, through put
or short sale arrangements, shares of Pentegra Common Stock in the ten days
prior to the effectiveness of any registration (other than pursuant to
Registration Statement on Form S-8 or Form S-4 or any successor forms) of
Pentegra Common Stock for sale to the public and for up to 90 days following
the effectiveness of such registration, provided that (i) the underwriters
for such offering reasonably request that the Stockholder be bound by such
restrictions and (ii) all directors, executive officers
and holders of more than five percent of the outstanding Pentegra Common
Stock agree to the same restrictions.
7. REGISTRATION EXPENSES. Except as provided in this Section, all expenses
incurred in connection with any registration, qualification and compliance
under this Agreement (including, without limitation, all registration,
filing, qualification, legal, printing and accounting fees) shall be borne by
Pentegra. All underwriting commissions and discounts applicable to shares of
Registrable Common included in the registrations under this Agreement shall
be borne by the holders of the securities so registered, pro rata on the
basis of the number of shares so registered. Subject to the foregoing, all
expenses incident to Pentegra's performance of or compliance with this
Agreement, including, without limitation, all filing fees, fees and expenses
of compliance with securities or blue sky laws (including, without
limitation, fees and disbursements of counsel in connection with blue sky
qualifications of the Registrable Common), printing expenses, messenger and
delivery expenses, internal expenses (including, without limitation, all
salaries and expenses of Pentegra's officers and employees performing legal
or accounting duties), registrar and transfer agents' fees and fees and
disbursements of counsel for Pentegra and its independent certified public
accountants (including, without limitation, the expenses of any "cold
comfort" letters required by or incident to such performance and the fees and
expenses of any special audit required or incident to a registration
hereunder), securities act liability insurance of Pentegra and its officers
and directors (if Pentegra elects to obtain such insurance), the fees and
expenses of any special experts retained by Pentegra in connection with such
registration and fees and expenses of other persons retained by Pentegra
incurred in connection with each registration hereunder (but not including,
without limitation, any underwriting fees, discounts or commissions
attributable to the sale of Registrable Common, fees and expenses of counsel
retained by the holders of Registrable Common in connection with a
registration required hereunder, and transfer taxes, if any), will be borne
by Pentegra.
8. INDEMNIFICATION; CONTRIBUTION.
(a) INDEMNIFICATION BY PENTEGRA. Pentegra agrees to indemnify and hold
harmless Stockholder, its officers, directors, agents, employees,
representatives and each person or entity who controls Stockholder (within
the meaning of the Securities Act) with respect to which registration,
qualification or compliance has been effected pursuant to SECTION 1, against
all losses, claims, damages, liabilities and expenses (including reasonable
costs of investigation) arising out of or based upon any untrue statement (or
alleged untrue statement) of material fact contained in any registration
statement, any amendment or supplement thereto, any prospectus or preliminary
prospectus or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by Pentegra of the Securities Act or
any rule or regulation thereunder applicable to Pentegra and relating to
action or inaction required of Pentegra in connection with such registration,
qualification or compliance, except insofar as the same arise out of or are
based upon any such untrue statement (or alleged untrue statement) or
omission (or alleged omission) based upon information with respect to
Stockholder furnished in writing to Pentegra by Stockholder expressly for use
therein. In connection with an underwritten offering, Pentegra will
indemnify the underwriters thereof, their officers and directors and each
person who controls such underwriters (within the meaning of the Securities
Act) on either (i) substantially the same basis on which it will indemnify
each selling holder of Registrable
Common pursuant to the foregoing provisions or (ii) such other basis as is
customarily obtained by underwriters from issuers at the time of that
offering.
(b) INDEMNIFICATION BY HOLDERS OF REGISTRABLE COMMON. In connection
with any registration statement in which a holder of Registrable Common is
participating, each such holder will furnish to Pentegra in writing such
information with respect to the name and address of such holder, the amount
of Pentegra Common Stock held by such holder and the nature of such holdings,
and such other information as is required by Pentegra for use in connection
with any such registration statement or prospectus. Each such participating
Stockholder severally agrees to indemnify and hold harmless Pentegra, its
directors, officers, agents, employees, representatives and each person or
entity who controls Pentegra (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation) arising out of or based upon any untrue
statement of material fact contained in any registration statement, any
amendment or supplement thereto, any prospectus or preliminary prospectus or
any omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, to the extent,
but only to the extent, that such untrue statement or omission is contained
in any information with respect to such holder so furnished in writing by
such holder specifically for inclusion in or for use in the preparation of
any prospectus or registration statement. Each participating Stockholder also
will, to the extent permitted by applicable law, indemnify and hold harmless
the underwriters of the shares of Registrable Common on substantially the
same basis on which Pentegra will indemnify and hold harmless those persons
pursuant to SECTION 8(a).
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person entitled to
indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such person of any written notice of
the commencement of any action, suit, proceeding or investigation or threat
thereof made in writing for which such person will claim indemnification or
contribution pursuant to this Agreement; provided, however, that the failure
to notify the indemnifying party shall not relieve it from its
indemnification obligations to the indemnified party under this Agreement
unless the resulting delay is materially prejudicial to the defense of such
claim; provided, further, that the failure to deliver any such notice shall
not relieve an indemnifying party of any liability or obligation that it may
have to an indemnified party otherwise than pursuant to this SECTION 8.
Unless in the reasonable judgment of such indemnified party (i) a conflict of
interest may exist between such indemnified party and the indemnifying party
with respect to such claim or (ii) the named parties to any such action,
suit, proceeding or investigation (including any impleaded parties) include
both an indemnifying party and an indemnified party, and such indemnified
party shall have been advised by counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party, the indemnified party shall permit the
indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to such indemnified party. Whether or not such
defense is assumed by the indemnifying party, the indemnifying party will not
be subject to any liability for any settlement made without its consent (but
such consent will not be unreasonably withheld). No indemnifying party will
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to the indemnified party of a release from all liability in respect
of such claim or litigation. If the indemnifying party is not entitled to,
or elects not to, assume the defense of a claim, it will not be obligated to
pay the fees and expenses of more than one
counsel with respect to such claim; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the reasonable
fees and expenses of such counsel to be paid by the indemnifying party, if
the indemnified party, based on the advice of counsel, reasonably believes
that representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding.
(d) CONTRIBUTION. If the indemnification provided for in this SECTION 8
from the indemnifying party is unavailable to an indemnified party hereunder
in respect of any losses, claims, damages, liabilities or expenses referred
to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and indemnified parties in connection with the
actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The
relative fault of such indemnifying party and indemnified parties shall be
determined by reference to, among other things, whether any untrue statement
(or alleged untrue statement) of a material fact or omission (or alleged
omission) to state a material fact has been made by, or relates to
information supplied by, such indemnifying party or indemnified parties, and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action. The amount paid or payable by
a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in SECTION 8(c), any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this SECTION 8(d) were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this SECTION 8(d), no
underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Common underwritten
by it and distributed to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission, and no selling
holder shall be required to contribute any amount in excess of the amount by
which the total price at which shares of the Registrable Common of such
selling holder were offered to the public exceeds the amount of any damages
which such selling holder has otherwise been required to pay by reason of
such untrue statement or omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
If indemnification is available under this SECTION 8, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
SECTION 8(a) AND (b) without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this SECTION 8(d). The provisions of this SECTION 8 shall
survive the termination of any or all of the other provisions of this
Agreement.
9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No holder of Registrable
Common may participate in any underwritten registration hereunder unless such
holder (a) agrees to sell such holder's securities on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.
10. TRANSFER OF REGISTRATION RIGHTS; ADDITIONAL GRANTS OF REGISTRATION
RIGHTS. The registration rights provided to the holders of Registrable Common
under SECTION 1 hereof may not be transferred to any other person or entity
except pursuant to the laws of descent and distribution and to immediate
family members of a Stockholder; provided that such transferees shall be
bound by and subject to the terms and conditions contained herein. Pentegra
may, without the prior written consent of any Stockholder, extend the
registration rights provided in this Agreement to additional persons or
entities who become holders of Pentegra Common Stock subsequent to the date
of this Agreement by entering into similar agreement (or an addendum to this
Agreement) with such stockholders. Nothing herein shall limit the ability of
Pentegra to grant to any person or entity any registration or similar rights
in the future with respect to Pentegra Common Stock or other securities of
Pentegra (whether pursuant to the foregoing or otherwise).
11. MISCELLANEOUS.
(a) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless Pentegra has obtained the written consent of holders of at least
50.1% of the shares of Registrable Common then outstanding and affected by
such amendment, modification, supplement, waiver or departure.
(b) NOTICES. All notices and other communications provided for or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by telex or telecopies, registered or
certified mail (return receipt requested), postage prepaid, or courier to the
parties at the following addresses (or at such other address for any party as
shall be specified by like notice, provided that notices of a change of
address shall be effective only upon receipt thereof). Notices sent by mail
shall be effective when answered back, notices sent by telecopier shall be
effective when receipt is acknowledged, and notices sent by courier
guaranteeing next day delivery shall be effective on the next business day
after timely delivery to the courier. Notices shall be sent to the following
addresses:
(i) to a Stockholder, at the most current address given by such
holder to Pentegra in writing;
(ii) if to Pentegra, at its address set forth on the signature page
hereof.
(c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
(e) HEADINGS AND REFERENCES. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. References herein to "Sections" are to Sections of this
Agreement unless otherwise indicated.
(f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED WHOLLY WITHIN THAT STATE.
(g) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any
way impaired thereby, it being intended that all of the rights and privileges
of the Stockholder shall be enforceable to the fullest extent permitted by
law.
(h) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
EXECUTED as of the date first above written.
PENTEGRA:
PENTEGRA DENTAL GROUP, INC.
By: /s/ Xxxx X. Xxxxxxx
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Its: President
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0000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
(000) 000-0000
(000) 000-0000 fax
STOCKHOLDERS:
