DENTAL PATIENT CARE AMERICA, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Illinois
DENTAL PATIENT CARE AMERICA, INC., Utah corporation (the “Company”) in consideration of ten dollars ($10.00) and other good and valuable consideration the receipt of which is hereby acknowledged, hereby grants to HEARTLAND DENTAL CARE, INC., or its registered assigns (the “Warrant Holder”) the right and option to purchase from the Company that number of shares that when issued will be equal to (i) the product of (a) a fraction, the numerator of which is the actual cumulative amount of loan proceeds funded under that certain Loan, Security and Warrant Agreement of even date herewith by and among the Company, Subsidiaries of the Company and the Warrant Holder, and the denominator of which is $1,250,000, multiplied times (b) ten percent (10%), of (ii) the total number of issued and outstanding shares of common stock, on a fully diluted basis, on the Exercise Date net of shares issued as a result of prior partial exercises of common stock, no par value (the “Common Stock”), of the Company
TAG-ALONG RIGHTS AGREEMENTTag-Along Rights Agreement • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Illinois
This Agreement is made and entered into this 27th day of December, 2006, by and among MICHAEL SILVA, HARRY L. PETERSON, AND MICHAEL BERRETT (individually a “Director” together the “Directors”), DENTAL PATIENT CARE AMERICA, INC., a Utah corporation (the “Corporation”) and HEARTLAND DENTAL CARE, INC., a Delaware corporation (“Heartland”).
SECURED SUBORDINATED NOTESecured Subordinated Note • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Illinois
Dental Patient Care America, Inc., a Utah corporation (the “Company”), Dental Cooperative, Inc., a Utah corporation, U.S. Dentist Direct, Inc., a Utah corporation, and Dental Practice Transitions, Inc., a Utah corporation (collectively the “Maker”), for value received, hereby jointly and severally promise to pay to the order of Heartland Dental Care, Inc. a Delaware corporation (“Holder”), and registered assigns the stated principal amount of ONE MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,250,000) or so much thereof as shall be funded (the “Principal Amount”). All cash payments made on this Note shall be made to Holder by wire transfer of immediately available funds to Holder’s account at such bank in the United States as may be specified in writing by Holder to the Company.
LOAN, SECURITY AND WARRANT AGREEMENT AMONG HEARTLAND DENTAL CARE, INC. AS LENDER AND DENTAL PATIENT CARE AMERICA, INC. DENTAL COOPERATIVE, INC. U.S. DENTIST DIRECT, INC. DENTAL PRACTICE TRANSACTION, INC. COLLECTIVELY AS BORROWERLoan Agreement • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Illinois
LOAN, SECURITY AND WARRANT AGREEMENT, dated as of December 27, 2006 among DENTAL PATIENT CARE AMERICA, INC., a Utah corporation (the “Company”) or DENTAL COOPERATIVE, INC., a Utah Corporation, and U.S. DENTIST DIRECT, INC., a Utah corporation, and DENTAL PRACTICE TRANSITIONS, INC., a Utah corporation (collectively the “Borrower”), and HEARTLAND DENTAL CARE, INC., a Delaware corporation (“Lender”).
BENCHMARKING SERVICES AGREEMENTBenchmarking Services Agreement • January 2nd, 2007 • Dental Patient Care America Inc • Services-home health care services • Utah
THIS BENCHMARKING SERVICES AGREEMENT (this “Agreement”), made and entered into this 27th day of December 2006, by and between Dental Patient Care America, Inc., a Utah corporation, with an address at 2150 South 1300 East, Salt Lake City, Utah 84106 (hereinafter “DPCA”), and Heartland Dental Care, Inc., a Delaware corporation, with an address at 1200 Network Centre, Suite 2, Effingham, Illinois 62401(hereinafter “Heartland”):
