EXHIBIT 10.25
ACKNOWLEDGEMENT AND OPTION
AGREEMENT
Whereas Xxxxxx Xxxxxx, D.D.S., P.C. ("Corona PC") and Xxxxxx X. Xxxxxx,
D.D.S., P.A. ("Xxxxxx PA") have entered into an Asset Purchase Agreement
pursuant to which Corona PC has executed a promissory note in the amount of
$328,000 in favor of Xxxxxx PA (the "Note")
Whereas, in the event Dental Care Alliance, Inc. a Delaware corporation
("the Company"), consummates an initial public offering ("IPO"), then, pursuant
to the Asset Purchase Agreement, Xxxxxx PA shall have the option, for six
months, to elect to receive common stock (post-stock split), $.01 par value
("the Common Stock"), of the Company in satisfaction of a portion of the Note
(the "Share Election"); and
Whereas, in connection with the foregoing, Corona PC and the Company
agree that Corona PC is to provide the Common Stock to be received by Xxxxxx PA
pursuant to the Share Election, and that Corona PC shall have an option, as set
forth below, to purchase such Common Stock from the Company for such period at
the public offering price for shares of Common Stock in the IPO (the "IPO
Price").
1. ACKNOWLEDGMENT. Corona PC acknowledges that it is responsible for
providing the Common Stock to be delivered pursuant to the Asset Purchase
Agreement, upon the election of Xxxxxx PA, in partial satisfaction of the Note.
2. GRANT OF OPTION. As of the 1st day of April, 1997, the Company hereby
grants to Corona PC, a nonstatutory stock option (the "Option") to acquire that
number of shares of Common Stock equal to $82,000 divided by the IPO price (the
"Shares").
3. EXERCISE PRICE. The exercise price per share of the Shares subject to
this Option shall be the IPO Price. The exercise price for the Shares subject to
this Option shall be paid in cash.
4. TERM; CONDITIONS. This Option shall be exercisable in whole or in part
immediately upon consummation by the Company of an IPO and for a period of six
months thereafter. This Option shall not be exercisable if the Company does not
consummate an IPO or if the Company does not previously receive a release from
Xxxxxx PA of any responsibilities to provide shares of Common Stock to satisfy
the Share Election.
5. TRANSFERABILITY. This Option is not transferable except to an assignee
of Corona PC under the Asset Purchase Agreement.
6. TERMINATION OF OPTION. Any unexercised portion of this Option shall
automatically and without notice terminate and become null and void.
7. SHARE CERTIFICATES. Upon each exercise of any Option, the company will
cause one or more stock certificates evidencing Corona PC's ownership of Shares
to be issued to Corona PC. The Company shall cause the following legend to be
placed upon each stock certificate representing the Shares:
"The shares represented by this certificate have been acquired
directly or indirectly from the Issuer or an affiliate of the
Issuer without being registered under the Securities Act of
1933, as amended ("Act"), or the securities laws of any state
or other jurisdictions, including the Florida Securities Act,
and are restricted securities as that term is defined under
Rule 144 promulgated under the Act. These shares may not be
sold, transferred, pledged, hypothecated or otherwise disposed
of in any manner ("Transfer") unless they are registered under
such Act and the securities laws of all applicable states and
other jurisdictions or unless the request for Transfer is
accompanied by a favorable opinion of counsel satisfactory to
the Issuer, stating that such Transfer will not result in a
violation of such laws."
8. LAW GOVERNING. This Agreement shall be governed in accordance with and
governed by the internal laws of the State of Delaware.
9. INTERPRETATION. Corona PC accepts this Option subject to all the terms
and provisions of this Agreement. The undersigned Corona PC hereby accepts as
binding, conclusive and final all decisions or interpretations of the Company
upon any questions arising under this Agreement.
10. NOTICES. Any notice under this Agreement shall be in writing and shall
be deemed to have been duly given when delivered personally or when deposited in
the United States mail, registered, postage prepaid, and addressed, in the case
of the Company, to the Company's Secretary at 0000 Xxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxx, Xxxxxxx 00000, or if the Company should move its principal office,
and, in the case of Corona PC, to Corona PC's last permanent address as shown on
the Company's records, subject to the right of either party to designate some
other address at any time hereafter in a notice satisfying the requirements of
this Section.
COMPANY:
DENTAL CARE ALLIANCE, INC.
By: /s/ [ILLEGIBLE]
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CORONA PC:
XXXXXX XXXXXX D.D.S., P.C.
By: /s/ [ILLEGIBLE]
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