Form of Stock Repurchase Agreement
June 27, 1997
This Stock Repurchase Agreement is being sent to all holders (the
"Holders") of Series C Preferred Stock of Centennial HealthCare Corporation, a
Georgia corporation ("Centennial"). As you are aware, pursuant to an amendment
to Centennial's Second Amended and Restated Articles of Incorporation the shares
of Series C Preferred Stock will be converted at the closing of the initial
public offering ("Initial Public Offering") of Common Stock by Centennial into
shares of Common Stock (the "Conversion Shares"). Enclosed herewith for your
review is a copy of the Preliminary Prospectus of Centennial dated June 6, 1997,
which is subject to completion. This Preliminary Prospectus contains
information about Centennial and the Initial Public Offering. If you have
additional questions, please feel free to contact Xxxx X. Xxxx at (770)
698-9040.
Centennial hereby offers to purchase, on the terms and conditions set forth
herein, certain of the Conversion Shares to be owned by you. The purchase by
Centennial of any of your Conversion Shares is conditioned upon the sale of
shares of Common Stock by Centennial to the underwriters of the Initial Public
Offering as a result of the exercise by such underwriters of their
over-allotment option (the "Underwriter Option"). Centennial agrees to use the
net proceeds resulting from the exercise of the Underwriter Option to purchase
from the Holders an aggregate number of Conversion Shares equal to the quotient
obtained by dividing the net proceeds of the Underwriter Option by the price per
share of the Common Stock to the public in the Initial Public Offering (such
aggregate number of shares, the "Repurchased Shares"). If you accept this
offer, Centennial agrees to purchase, and you agree to sell, that number of
Conversion Shares (rounded down to the nearest whole share) equal to your pro
rata share of the Repurchased Shares.
Promptly after the consummation of the sale of shares of Common Stock
pursuant to the Underwriter Option, Centennial agrees to send to you a notice
setting forth the net proceeds to Centennial as a result of such sale, the
number of Repurchased Shares, and the number of Conversion Shares to be
purchased from you. You agree to duly execute and deliver in a prompt manner
all documents, instruments and agreements reasonably requested by Centennial or
its transfer agent in connection with the purchase of your Conversion Shares
described herein. Centennial's obligation to purchase your Conversion Shares
described
herein is subject to the receipt by Centennial or its transfer agent of
all documents, instruments and agreements that are reasonably requested by
Centennial.
If the terms of the offer described herein are acceptable to you, please
indicate your acceptance by your signature below and (i) transmit this agreement
by facsimile to Centennial's counsel at (000) 000-0000, Attention: Xxxx X.
Xxxxx and (ii) return this agreement in the enclosed pre-addressed envelope on
or before July 15, 1997.
Centennial HealthCare Corporation
By:______________________________
J. Xxxxxxx Xxxxx,
President and Chief Executive Officer
Accepted and agreed to as of
July ____, 1997.
________________________________
Name:
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