EXHIBIT 4
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE
WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR
QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION.
WARRANT NO. LL-1 June 15, 2000
INTERDENT, INC.
WARRANT TO PURCHASE 2,125,000 SHARES OF COMMON STOCK
FOR VALUE RECEIVED, INTERDENT, INC., a Delaware corporation (the
"COMPANY"), hereby certifies that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ CAPITAL PARTNERS II, L.P.,
a California limited partnership, or its successors or assigns (the
"HOLDER"), is entitled to purchase, on the terms and subject to the
conditions contained herein, 2,125,000 shares (the "WARRANT SHARES") of the
Company's common stock, $.001 par value per share ("COMMON STOCK"), at the
initial exercise price of $6.84 per Warrant Share (as such initial exercise
price per share may be adjusted from time to time in accordance with SECTIONS
2.3 and 4, the "WARRANT PURCHASE PRICE") at any time and from time to time
during the Exercise Period (as such term is defined below). The number of
Warrant Shares and the Warrant Purchase Price are subject to adjustment as
provided in SECTION 4. This Warrant is being issued in connection with the
consummation of the transactions contemplated by the Securities Purchase
Agreement dated of even date herewith by and between the Company and the
Holder (as it may be amended, supplemented or otherwise modified and in
effect from time to time, the "SECURITIES PURCHASE AGREEMENT").
This Warrant is subject to the following terms and conditions:
1. DEFINITIONS. Unless otherwise indicated in this
Warrant, capitalized terms used and not otherwise defined in this Warrant
have the meanings set forth in the Securities Purchase Agreement. In
addition, the following capitalized terms have the following meanings:
"COMMON STOCK" has the meaning set forth in the preamble.
"COMPANY" has the meaning set forth in the preamble.
"CONVERTIBLE SECURITIES" means, when used in this Agreement,
any securities or other obligations issued or issuable by the Company
or any other Person that are exercisable or exchangeable for, or
convertible into, any Capital Stock of the Company.
"CURRENT MARKET PRICE" per share of Common Stock means, as of
any specified date on which the Common Stock is publicly traded, the
average of the daily market prices of the Common Stock over the twenty
(20) consecutive trading days immediately preceding (and not including)
such date. The 'daily market price' for each trading day shall be (i)
the last reported sales price on such day on the Nasdaq or such other
principal securities exchange on which the Common Stock is then listed
or admitted to trading, as applicable, (ii) if no sale takes place on
such day on any such securities exchange or system, the average of the
closing bid and asked prices, regular way, on such day for the Common
Stock as officially quoted on any such securities exchange or system,
(iii) if the Common Stock is not then listed or admitted to trading on
any securities exchange or system, the last reported sale price,
regular way, on such day for the Common Stock, or if no sale takes
place on such day, the average of the closing bid and asked prices for
the Common Stock on such day, as reported by Nasdaq or the National
Quotation Bureau, and (iv) if the Common Stock is not then listed or
admitted to trading on any securities exchange and if no such reported
sale price or bid and asked prices are available, the average of the
reported high bid and low asked prices on such day, as reported by a
reputable quotation service, or a newspaper of general circulation in
the City of Los Angeles, State of California, customarily published on
each Business Day. If the daily market price cannot be determined for
the twenty (20) consecutive trading days immediately preceding such
date in the manner specified in the foregoing sentence, then the Common
Stock shall not be deemed to be publicly traded as of such date.
"DESIGNATED OFFICE" has the meaning set forth in SECTION 2.1.
"DOJ" has the meaning set forth in SECTION 3.
"EFFECTIVE DATE" means the issue date of this Warrant.
"EXCLUDED SECURITIES" means, collectively, (i) shares of
capital stock issued pursuant to a stock dividend or a stock split or
other subdivision of shares; (ii) Common Stock issued upon exercise of
this Warrant; (iii) Common Stock issued by the Company in any public
offering registered under the Securities Act, which offering results in
net proceeds to the Company of at least $20,000,000 and a price per
share of Common Stock of not less than the Warrant Purchase Price then
in effect; and (iv) shares of Common Stock issued or issuable
2
pursuant to conversion of the Convertible Subordinated Notes, the
Series D Preferred Stock of the Company or upon exercise of other
Equity Rights of the Company issued and outstanding as of the date
hereof; and (v) shares of Common Stock issued, issuable or reserved
for issuance to directors, officers and employees of the Company or
any other Company Party in connection with their services as directors,
officers or employees pursuant to any Options issued by the Company
pursuant to any Benefit Plan which has been duly adopted and approved
by the shareholders of the Company within a one (1)-year period
following the date of initial grant under such Benefit Plan and in
existence on the date hereof.
"EXERCISE NOTICE" has the meaning set forth in SECTION 2.1.
"EXERCISE PERIOD" means the period commencing on the Effective
Date and ending on (and including) the Expiration Date.
"EXPIRATION DATE" means the tenth anniversary of the date of
this Warrant.
"FAIR MARKET VALUE" with respect to the Warrant Shares means,
as of any specified date:
(i) if the Common Stock is publicly traded on
such date, the Current Market Price per share; or
(ii) if the Common Stock is not publicly traded
(or deemed not to be publicly traded) on such date, the fair
market value per share of Common Stock as determined by an
independent valuation of the Company, its Subsidiaries and
their respective businesses conducted by an investment banking
firm of recognized national standing selected by the mutual
written agreement of the Company and the Holder; PROVIDED,
HOWEVER, that if the Company and the Holder are unable to
mutually agree on any such investment banking firm within ten
(10) days after the date upon which the right or obligation to
select an investment banking firm arises, each of the Holder
and the Company shall, within three (3) Business Days
thereafter, select one investment banking firm, and the two
(2) selected firms shall, within three (3) Business Days of
their selection, select a third investment banking firm which
shall make the relevant determination (which determination
shall be final and binding) within ten (10) Business Days of
the submission of this matter to such third firm; and PROVIDED
FURTHER, HOWEVER, that, in determining the fair market value
per share of Common Stock, such investment banking firm shall
not give effect or take into account any "minority discount"
but shall value the Company in its entirety on an enterprise
basis.
3
"FTC" has the meaning set forth in SECTION 3.
"HOLDER" has the meaning set forth in the preamble.
"HSR ACT" has the meaning set forth in SECTION 3.
"OPTIONS" means, when used in this Warrant, any warrants,
options or similar rights to subscribe for or purchase any Capital
Stock of the Company, including, without limitation, any options or
similar rights issued or issuable under any employee stock option plan,
pension plan or other employee benefit plan of the Company.
"OTHER PROPERTY" has the meaning set forth in SECTION 4.5.
"SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, all as the same
shall be in effect at the time.
"SECURITIES PURCHASE AGREEMENT" has the meaning set forth in
the preamble of this Warrant.
"WARRANT" means this Warrant, any amendment or other
modification of this Warrant, and any warrants issued upon transfer,
division or combination of, or in substitution for, this Warrant or any
other such warrant. All such Warrants shall at all times be identical
as to terms and conditions and date, except as to the number of Warrant
Shares for which they may be exercised.
"WARRANT PURCHASE PRICE" has the meaning set forth in the
preamble of this Warrant.
"WARRANT SHARES" has the meaning set forth in the preamble.
2. EXERCISE.
2.1 EXERCISE; DELIVERY OF CERTIFICATES. Subject to the
provisions of SECTION 3, this Warrant may be exercised at the option of the
Holder, in whole or in part, at any time and from time to time during the
Exercise Period, by (a) delivering to the Company at its principal executive
office or such other office of the Company as it may designate by written notice
to the Holder (the "DESIGNATED OFFICE") (i) a notice of exercise, in
substantially the form attached hereto (the "EXERCISE NOTICE"), duly completed
and signed by the Holder, and (ii) this Warrant, and (b) paying the Warrant
Purchase Price pursuant to SECTION 2.2 for the number of Warrant Shares being
purchased. The Warrant Shares being purchased under this Warrant will be deemed
to have been issued to the Holder, as the record owner of such Warrant Shares,
as of the close of business on the date on which payment therefor is made by the
Holder pursuant to SECTION 2.2. Stock certificates representing the
4
Warrant Shares so purchased shall be delivered to the Holder within ten (10)
Business Days after this Warrant has been exercised (or, if applicable, after
the conditions set forth in SECTION 3 have been satisfied); PROVIDED,
HOWEVER, that in the case of a purchase of less than all of the Warrant
Shares issuable upon exercise of this Warrant, the Company shall cancel this
Warrant and, within ten (10) Business Days after this Warrant has been
surrendered, execute and deliver to the Holder a new Warrant of like tenor
representing the number of Warrant Shares that have not been exercised. Each
stock certificate representing the number of Warrant Shares purchased or
purchasable under this Warrant shall be registered in the name of the Holder
or, subject to compliance with Applicable Law, such other name as may be
designated by the Holder.
2.2 PAYMENT OF WARRANT PURCHASE PRICE. Payment of the
Warrant Purchase Price may be made, at the option of the Holder, by (i)
certified, cashier's or company check, (ii) wire transfer, (iii) instructing
the Company to withhold and cancel a number of Warrant Shares then issuable
upon exercise of this Warrant with respect to which the excess of the Fair
Market Value over the Warrant Purchase Price for such canceled Warrant Shares
is at least equal to the Warrant Purchase Price for the shares being
purchased, (iv) surrender to the Company of shares of Common Stock previously
acquired by the Holder with a Fair Market Value equal to the Warrant Purchase
Price for the shares then being purchased or (v) any combination of the
foregoing. The Company shall not issue fractional shares of Common Stock upon
the exercise of this Warrant and, in lieu thereof, shall pay to the Holder
cash equal to the Warrant Purchase Price multiplied by such fraction.
2.3 RESETS OF WARRANT PURCHASE PRICE UNDER CERTAIN
CIRCUMSTANCES.
(a) If, on the second anniversary of the date
of issuance of this Warrant, the average of the last reported sales prices
of the Common Stock during the ten (10)-day period ending on such second
anniversary date, as reported on the Nasdaq (or the national securities
exchange on which the Common Stock is then listed or admitted for trading),
is less than the Warrant Purchase Price in effect at such time, then the
Warrant Purchase Price in effect at such time shall be reset to equal the
greater of (a) such ten (10)-day average and (b) $4.45, subject to adjustment
pursuant to the immediately succeeding sentence. The dollar amount set forth
in clause (b) above shall be adjusted from time to time by multiplying the
dollar amount in effect at the time of adjustment by a fraction, the
numerator of which is the Warrant Purchase Price in effect at such time and
the denominator of which is the initial Warrant Purchase Price.
(b) In addition, if the Issuers fail to fulfill
their obligations set forth in the first sentence of Section 9.19 of the
Securities Purchase Agreement on or prior to June 30, 2001, as provided
therein, then the Warrant Purchase Price in effect at such time shall be
reset to an amount equal to $6.19, which dollar amount shall be adjusted from
time to time by multiplying the dollar amount in effect at the time of
adjustment by a fraction, the numerator of which is the Warrant Purchase
Price in effect at such time and the denominator of which is the initial
Warrant Purchase Price.
5
3. ANTI-TRUST NOTIFICATION. If the Company or the Holder determines,
in its sole judgment upon the advice of counsel, that an exercise of this
Warrant pursuant to the terms hereof would be subject to the provisions of
the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the
"HSR ACT"), the Company shall, within twenty (20) Business Days after (a)
receiving a notice from the Holder of the applicability of the HSR Act or (b)
after such a determination by the Company, file with the United States
Federal Trade Commission (the "FTC") and the United States Department of
Justice (the "DOJ") the notification and report form and any supplemental
information required to be filed by it pursuant to the HSR Act in connection
with the exercise of this Warrant. Any such notification and report form and
supplemental information will be in full compliance with the requirements of
the HSR Act. The Company will furnish to the Holder promptly (but in no event
more than five (5) Business Days) such information and assistance as the
Holder may reasonably request in connection with the preparation of any
filing or submission required to be filed by the Holder under the HSR Act.
The Company shall respond promptly after receiving any inquiries or requests
for additional information from the FTC or the DOJ (and in no event more than
five (5) Business Days after receipt of such inquiry or request). The Company
shall keep the Holder apprised periodically and at the Holder's request of
the status of any communications with, and any inquiries or requests for
additional information from, the FTC or the DOJ. The Company shall bear all
filing or other fees required to be paid by the Company and the Holder (or
the "ultimate parent entity" of the Holder, if any) under the HSR Act or any
other Applicable Law in connection with such filings and all costs and
expenses (including, without limitation, attorneys' fees and expenses)
incurred by the Company and the Holder in connection with the preparation of
such filings and responses to inquiries or requests. In the event that this
SECTION 3 is applicable to any exercise of this Warrant, the purchase by the
Holder of the Warrant Shares subject to the Exercise Notice, and the payment
by the Holder of the Warrant Purchase Price, shall be subject to the
expiration or earlier termination of the waiting period under the HSR Act.
4. ADJUSTMENTS TO THE NUMBER OF WARRANT SHARES AND TO THE WARRANT
PURCHASE PRICE. The number of Warrant Shares for which this Warrant is
exercisable and the Warrant Purchase Price shall be subject to adjustment from
time to time as set forth in this SECTION 4.
4.1 STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at
any time the Company:
(a) pays a dividend or makes any other distribution
with respect to its Common Stock in shares of Common Stock or shares of any
other class or series of Capital Stock,
(b) subdivides its outstanding shares of Common
Stock into a larger number of shares of Common Stock, or
6
(c) combines its outstanding shares of Common Stock into
a smaller number of shares of Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior to the record date for such dividend or distribution or the
effective date of such subdivision or combination, as the case may be, shall
be adjusted so that the Holder shall thereafter be entitled to receive upon
exercise of this Warrant the kind and number of shares of Common Stock that
the Holder would have owned or have been entitled to receive immediately
after such record date or effective date, as the case may be, had this
Warrant been exercised immediately prior to such record date or effective
date. Any adjustment made pursuant to this SECTION 4.1 shall become effective
immediately after the effective date of such event, but be retroactive to the
record date, if any, for such event.
Upon any adjustment to the number of Warrant Shares
purchasable upon the exercise of this Warrant as herein provided, the Warrant
Purchase Price per share shall be adjusted by multiplying the Warrant
Purchase Price immediately prior to such adjustment by a fraction, the
numerator of which shall be the number of Warrant Shares purchasable upon the
exercise of this Warrant immediately prior to such adjustment and the
denominator of which shall be the number of Warrant Shares so purchasable
immediately thereafter.
4.2 ISSUANCE OF OPTIONS. If at any time the Company issues
(without payment of any consideration) to all holders of outstanding Common
Stock any Options, the Company shall also distribute such Options to the
Holder as if this Warrant had been exercised immediately prior to the
effective date of such issuance.
4.3 DISTRIBUTION OF ASSETS OR SECURITIES. If at any time
the Company makes a distribution to its stockholders (other than in
connection with the liquidation, dissolution or winding up of the Company) of
any asset or security other than those referred to in SECTIONS 4.1, 4.2 OR
4.5, the Warrant Purchase Price shall be adjusted and shall be equal to the
Warrant Purchase Price in effect immediately prior to the close of business
on the date fixed for the determination of stockholders entitled to receive
such distribution, MULTIPLIED BY a fraction (which shall not be less than
zero), the numerator of which shall be the Fair Market Value per share of
Common Stock on the date fixed for such determination, LESS the then fair
market value of the portion of the assets, or the fair market value of the
portion of the securities, as the case may be, so distributed applicable to
one share of Common Stock, and the denominator of which shall be the Fair
Market Value per share of Common Stock. Such adjustment to the Warrant
Purchase Price shall become effective immediately prior to the opening of
business on the day immediately following the date fixed for the
determination of stockholders entitled to receive such distribution. Upon any
adjustment in the Warrant Purchase Price as provided in this SECTION 4.3, the
number of shares of Common Stock issuable upon the exercise of this Warrant
shall also be adjusted and shall be equal to the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such adjustment
7
MULTIPLIED BY a fraction, the numerator of which is the Warrant Purchase
Price in effect immediately prior to such adjustment and the denominator of
which is the Warrant Purchase Price as so adjusted.
4.4 ISSUANCE OF EQUITY SECURITIES UNDER CERTAIN
CIRCUMSTANCES.
(a) If, at any time after the date hereof,
the Company shall issue or sell (or, in accordance with SECTION 4.4(b), shall
be deemed to have issued or sold) any shares of Common Stock (other than
Excluded Securities) without consideration or for a consideration per share
that is less than the Fair Market Value per share of Common Stock as
determined as of the date of such issuance or sale, then, effective
immediately upon such issuance or sale, the Warrant Purchase Price shall be
reduced (calculated to the nearest $.001 and without regard to any other
provisions of this SECTION 4) to an amount equal to the product obtained by
multiplying (i) the Warrant Purchase Price in effect immediately prior to
such issuance or sale, by (ii) a fraction, the numerator of which shall be
the sum of (A) the product obtained by multiplying (1) the number of shares
of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to
such issuance or sale by (2) the Fair Market Value per share of Common Stock
as of the date of such issuance or sale, PLUS (B) the cash consideration, if
any, received by the Company upon such issuance or sale, and the denominator
of which shall be the product obtained by multiplying (C) the number of
shares of Common Stock outstanding (on a Fully Diluted Basis) immediately
after such sale or issuance, by (D) the Fair Market Value per share of Common
Stock as of the date of such issuance or sale. Upon each such adjustment of
the Warrant Purchase Price hereunder, the number of Warrant Shares which may
be obtained upon exercise of this Warrant shall be increased to the number of
shares determined by multiplying (x) the number of Warrant Shares which could
be obtained upon exercise of such Warrant immediately prior to such
adjustment by (y) a fraction, the numerator of which shall be the Warrant
Purchase Price in effect immediately prior to such adjustment and the
denominator of which shall be the Warrant Purchase Price in effect
immediately after such adjustment. Adjustments shall be made successively
whenever such an issuance or sale is made.
(b) For the purpose of determining the
adjusted Warrant Purchase Price under SECTION 4.4(a), the following shall be
applicable:
(i) ISSUANCE OF OPTIONS. If the
Company in any manner issues or grants any Options or Convertible
Securities and the price per share for which Common Stock is issuable
upon the exercise of such Options or upon conversion or exchange of
such Convertible Securities is less than the Fair Market Value per
share of Common Stock determined as of the date of such issuance or
grant of such Options, then the total maximum number of shares of
Common Stock issuable upon the exercise of such Options (or upon
conversion or exchange of the total maximum amount of such Convertible
Securities issuable upon the exercise of such Options) shall be deemed
to be outstanding and to have been issued and sold by the Company for
such lower price per share. For purposes of this paragraph, the price
per share for which Common Stock is issuable upon exercise of Options
8
or upon conversion or exchange of Convertible Securities issuable
upon exercise of Options shall be determined by dividing (A) the
total amount, if any, received or receivable by the Company as
consideration for the issuing or granting of such Options, PLUS
the minimum aggregate amount of additional consideration payable to
the Company upon the exercise of all such Options, PLUS in the case
of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable to the
Company upon the issuance or sale of such Convertible Securities and
the conversion or exchange thereof, by (B) the total maximum number of
shares of Common Stock issuable upon exercise of such Options or upon
the conversion or exchange of all such Convertible Securities issuable
upon the exercise of such Options.
(ii) ISSUANCE OF CONVERTIBLE SECURITIES.
If the Company in any manner issues or grants any Convertible
Securities having an exercise or conversion or exchange price per share
of Common Stock which is less than the Fair Market Value per share of
Common Stock determined as of the date of issuance or sale, then the
maximum number of shares of Common Stock issuable upon the conversion
or exchange of such Convertible Securities shall be deemed to be
outstanding and to have been issued and sold by the Company for such
lower price per share. For purposes of this paragraph, the price per
share for which Common Stock is issuable upon conversion or exchange
of Convertible Securities is determined by dividing (A) the total
amount received by the Company as consideration for the issuance or
sale of such Convertible Securities, PLUS the minimum aggregate amount
of additional consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (B) the total maximum number of
shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities.
(iii) CHANGE IN EQUITY PRICE OR CONVERSION
RATE. If the purchase price provided for in any Options, the additional
consideration, if any, payable upon the issuance, conversion or
exchange of any Convertible Securities or the rate at which any
Convertible Securities are convertible into or exchangeable for Common
Stock changes at any time, then the Warrant Purchase Price in effect
at the time of such change shall be readjusted to the Warrant Purchase
Price which would have been in effect at such time had such Options or
Convertible Securities still outstanding provided for such changed
purchase price, additional consideration or changed conversion rate,
as the case may be, at the time initially granted, issued or sold and
the number of Warrant Shares shall be correspondingly readjusted.
(iv) CALCULATION OF CONSIDERATION
RECEIVED. If any Common Stock, Options or Convertible Securities are
issued or sold or deemed to have been issued or sold for cash, then
the consideration received therefor shall be deemed to be the net
amount received by the Company therefor. If any Common Stock, Options
or Convertible Securities are issued or sold for consideration other
than cash, then the amount of consideration
9
received by the Company shall be the fair value of such consideration
determined in good faith by the Board of Directors of the Company,
subject to the Holder's rights under SECTION 4.8(e).
(v) TREASURY SHARES. The number of
shares of Common Stock outstanding at any time does not include
shares owned or held by or for the account of the Company or any
Subsidiary of the Company, and the disposition of any shares so
owned or held shall be considered an issue or sale of Common Stock.
(vi) RECORD DATE. If the Company takes
a record of the holders of Common Stock for the purpose of entitling
them (A) to receive a dividend or other distribution payable in Common
Stock, Options or Convertible Securities or (B) to subscribe for or
purchase Common Stock, Options or Convertible Securities, then such
record date shall be deemed to be the date of the issuance or sale of
the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such distribution or the
date of the granting or such right of subscription or purchase, as the
case may be.
(c) No adjustment shall be made pursuant to
this SECTION 4.4 with respect to the issuance of Excluded Securities.
4.5 REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION
OR DISPOSITION OF ASSETS. If at any time the Company reorganizes its capital,
reclassifies its capital stock, consolidates, merges or combines with or into
another Person (where the Company is not the surviving corporation or where
there is any change whatsoever in, or distribution with respect to, the
outstanding Common Stock), or the Company sells, transfers or otherwise
disposes of all or substantially all of its property, assets or business to
another Person, other than in a transaction provided for in SECTIONS 4.1,
4.2, 4.3, 4.4 OR 4.6, and, pursuant to the terms of such reorganization,
reclassification, consolidation, merger, combination, sale, transfer or other
disposition of assets, (i) shares of capital stock of the successor or
acquiring Person or the Company (if it is the surviving corporation) or (ii)
any cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase rights) in
addition to or in lieu of common stock of the successor or acquiring Person
or the Company ("OTHER PROPERTY") are to be received by or distributed to the
holders of Common Stock who are holders immediately prior to such
transaction, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of Common Stock, common stock
of the successor or acquiring Person, and/or Other Property which the holder
of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event would have owned or received immediately
after and as a result of such event. In such event, the aggregate Warrant
Purchase Price otherwise payable for the Warrant Shares issuable upon
exercise of this Warrant shall be allocated among such securities and Other
Property in proportion to the respective fair market values of such
securities and Other
10
Property as determined in good faith by the Board of Directors of the
Company, subject to the Holder's rights under SECTION 4.8(e).
In case of any such event, the successor or acquiring
Person (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition
of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as the
Holder may approve in writing (and memorialized by resolutions of the Board
of Directors of the Company) in order to provide for adjustments of any
shares of common stock of such successor or acquiring Person for which this
Warrant thus becomes exercisable, which modifications shall be as equivalent
as practicable to the adjustments provided for in this SECTION 4.5. For
purposes of this SECTION 4, "common stock of the successor or acquiring
Person" shall include stock or other equity securities, or securities that
are exercisable or exchangeable for or convertible into equity securities, of
such corporation, or other securities if such Person is not a corporation, of
any class that is not preferred as to dividends or assets over any other
class of stock of such corporation or Person and that is not subject to
redemption and shall also include any evidences of indebtedness, shares of
stock or other securities that are convertible into or exchangeable for any
such stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe
for or purchase any such stock. The foregoing provisions of this SECTION 4.5
shall similarly apply to successive reorganizations, reclassifications,
consolidations, mergers, sales, transfers and other dispositions of assets.
4.6 DISSOLUTION, TOTAL LIQUIDATION OR WINDING-UP. If at any
time there is a voluntary or involuntary dissolution, total liquidation or
winding-up of the Company, other than as contemplated by SECTION 4.5, then
the Company shall cause to be mailed (by registered or certified mail, return
receipt requested, postage prepaid) to the Holder at the Holder's address as
shown on the Warrant register, at the earliest practicable time (and, in any
event, not less than thirty (30) calendar days before any date set for
definitive action) written notice of the date on which such dissolution,
liquidation or winding-up shall take place, as the case may be. Such notice
shall also specify the date as of which the record holders of shares of
Common Stock shall be entitled to exchange their shares for securities, money
or other property deliverable upon such dissolution, liquidation or
winding-up, as the case may be. On such date, the Holder shall be entitled to
receive upon surrender of this Warrant the cash or other property, LESS the
Warrant Purchase Price for this Warrant then in effect, that the Holder would
have been entitled to receive had this Warrant been exercised immediately
prior to such dissolution, liquidation or winding-up. Upon receipt of the
cash or other property, any and all rights of the Holder to exercise this
Warrant shall terminate in their entirety. If the cash or other property
distributable in the dissolution, liquidation or winding-up has a fair market
value which is less than the Warrant Purchase Price for this Warrant then in
effect, this Warrant shall terminate and be of no further force or effect
upon the dissolution, liquidation or winding-up.
11
4.7 OTHER DILUTIVE EVENTS. If any event occurs as to which
the other provisions of this SECTION 4 are not strictly applicable but as to
which the failure to make any adjustment would not protect the purchase
rights represented by this Warrant in accordance with the intent and
principles hereof, then, in each such case, the Holder may appoint on behalf
of the Company an investment banking or accounting firm of recognized
national standing which shall give its opinion as to the adjustment, if any,
on a basis consistent with the intent and principles established herein,
necessary to preserve the purchase rights represented by this Warrant. Upon
receipt of such opinion, the Company will mail (by registered or certified
mail, return receipt requested, postage prepaid) a copy thereof to the Holder
within three (3) Business Days and shall make the adjustments described
therein. If an adjustment is made pursuant to this SECTION 4.7, the fees and
expenses of such investment banking or accounting firm shall be borne by the
Company. If, however, no adjustment is made, the Holder shall bear such fees
and expenses.
4.8 OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER
THIS SECTION. The following provisions shall be applicable to the
adjustments provided for pursuant to this SECTION 4:
(a) WHEN ADJUSTMENTS TO BE MADE. The adjustments
required by this SECTION 4 shall be made whenever and as often as any
specified event requiring such an adjustment shall occur. For the purpose of
any such adjustment, any specified event shall be deemed to have occurred at
the close of business on the date of its occurrence.
(b) RECORD DATE. If the Company fixes a record date of
the holders of Common Stock for the purpose of entitling them to (i) receive
a dividend or other distribution payable in shares of Common Stock or in
shares of any other class or series of capital stock or securities
convertible into or exchangeable for Common Stock or shares of any other
class or series of capital stock or (ii) subscribe for or purchase shares of
Common Stock or such other shares or securities, then all references in this
SECTION 4 to the date of the issuance or sale of such shares of Common Stock
or such other shares or securities shall be deemed to be references to that
record date.
(c) WHEN ADJUSTMENT NOT REQUIRED. If the Company
fixes a record date of the holders of its Common Stock for the purpose of
entitling them to receive a dividend or distribution or subscription or
purchase rights to which the provisions of SECTION 4.1 would apply, but
shall, thereafter and before the distribution to stockholders, legally
abandon its plan to pay or deliver such dividend, distribution, subscription
or purchase rights, then thereafter no adjustment shall be required by reason
of the taking of such record and any such adjustment previously made in
respect thereof shall be rescinded and annulled.
(d) NOTICE OF ADJUSTMENTS. Whenever the number of
shares of Common Stock for which this Warrant is exercisable or the Warrant
Purchase Price shall be adjusted or recalculated pursuant to this SECTION 4,
the Company shall, as soon as practicable but in no event more than five (5)
Business Days thereafter, prepare a certificate to be executed by the chief
financial
12
officer of the Company setting forth, in reasonable detail, the event
requiring the adjustment or recalculation and the method by which such
adjustment or recalculation was calculated, specifying the number of shares
of Common Stock for which this Warrant is exercisable and (if such adjustment
was made pursuant to SECTION 4.5) describing the number and kind of any other
shares of stock or Other Property for which this Warrant is exercisable, and
any related change in the Warrant Purchase Price, after giving effect to such
adjustment, recalculation or change. The Company shall mail to the Holder (by
registered or certified mail, return receipt requested, postage prepaid) a
signed copy of such certificate prior to the end of the five (5) Business Day
period referenced above. The Company shall keep at the Designated Office
copies of all such certificates and cause them to be available for inspection
at the Designated Office during normal business hours by the Holder or any
prospective transferee of this Warrant designated by the Holder.
(e) CHALLENGE TO GOOD FAITH DETERMINATION. Whenever
the Board of Directors of the Company is required to make a determination in
good faith of the fair market value of this Warrant or the Warrant Shares
under this SECTION 4, such determination may be challenged or disputed by the
Holder. If the Holder wishes to challenge or dispute any such fair market
value determination, it shall furnish written notice to the Company of its
intention to challenge the same. If the Company and the Holder cannot resolve
the dispute between or among themselves, then such dispute shall be submitted
for final determination to an investment banking or accounting firm pursuant
to the valuation procedures set forth in clause (ii) under the definition of
Fair Market Value. The Company shall bear all fees, costs and expenses
incurred by the Company and the Holder in connection with the determination
of the Fair Market Value of this Warrant or the Warrant Shares, and any
challenge or dispute thereof, including, without limitation, all fees and
expenses of any investment banking, valuation or accounting firm(s) engaged
by the Company or the Holder and of attorneys in connection with such
calculation; PROVIDED, HOWEVER, that the Holder shall bear all such fees,
costs and expenses if, after the Holder challenges or disputes any fair
market value determination by the Board of Directors of the Company, the
difference between (a) the fair market value determined pursuant to the
valuation procedures set forth in clause (ii) under the definition of Fair
Market Value and (b) the fair market value determined by the Holder, is less
than five percent (5.0%) of the fair market value determined by the Board of
Directors of the Company.
(f) INDEPENDENT APPLICATION. Except as otherwise
provided herein, all subsections of this SECTION 4 are intended to operate
independently of one another (but without duplication). If an event occurs
that requires the application of more than one subsection, all applicable
subsections shall be given independent effect without duplication.
(g) OTHER ANTI-DILUTION PROVISIONS. To the extent
that the initial Holder holds this Warrant and more than fifteen percent
(15.0%) of the total number of Warrant Shares issuable upon exercise of this
Warrant remain unexercised, at any time that the Company takes any action
which would have resulted in an adjustment to the Warrant Purchase Price of,
and the number of shares of Common Stock issuable pursuant to, this Warrant
(a "DILUTIVE ISSUANCE"), then, to
13
the extent that the initial Holder has exercised any portion of this Warrant
prior to such time, the Company shall immediately issue to the initial Holder
upon such Dilutive Issuance, without the payment of any further consideration
of any kind, such number of additional shares of Common Stock as shall equal
the difference between (i) the number of shares of Common Stock issuable upon
the exercise of this Warrant to the extent held unexercised by the initial
Holder at such time after giving effect to the adjustment thereto resulting
from such Dilutive Issuance and (ii) the number of shares of Common Stock
which would have been issuable upon exercise of this Warrant after giving
effect to such Dilutive Issuance if this Warrant had not been exercised in
any part.
4.9 FIDUCIARY DUTIES OF COMPANY. The Company and its
directors shall owe the Holder the same fiduciary duties that the Company and
its directors would owe to the Warrant Shares underlying the Warrant.
5. MISCELLANEOUS.
5.1 RESTRICTIVE LEGEND. This Warrant and, unless
registered under the Securities Act, any Warrant Shares issued upon exercise
hereof shall be stamped or imprinted with a legend in substantially the
following form (in addition to any legends required under applicable state
securities laws):
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH
THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION
OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS OR
PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND
QUALIFICATION.
The legend shall be appropriately modified upon issuance
of certificates for shares of Common Stock.
Upon request of the holder of a Common Stock certificate,
the Company shall issue to that holder a new certificate free of the
foregoing legend, if, with such request, such holder provides the Company
with an opinion of counsel that is reasonably acceptable to the Company
(PROVIDED that ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, A Professional Law Corporation, shall be
deemed to be acceptable to the Company) to the effect that the securities
evidenced by such certificate may be sold without restriction under Rule 144
(or any other rule permitting resales of securities without restriction)
promulgated under the Securities Act.
14
5.2 HOLDER ENTITLED TO BENEFITS UNDER OTHER AGREEMENTS. The
Holder of this Warrant is entitled to certain rights, benefits and privileges
with respect to this Warrant and the Warrant Shares pursuant to the terms of
the Securities Purchase Agreement, the Registration Rights Agreement (it
being understood that the Warrant Shares constitute "Registrable Securities"
thereunder), the Investor Rights Agreement and certain other Investment
Documents.
5.3 OTHER COVENANTS. Without limiting the generality of
SECTION 5.2, the Company covenants and agrees that, as long as this Warrant
remains outstanding or any Warrant Shares are issuable with respect to this
Warrant, the Company will perform all of the following covenants for the
express benefit of the Holder: (a) the Warrant Shares shall, upon issuance
against payment therefor, be duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock; (b) the Holder shall, upon the
exercise thereof in accordance with the terms hereof, receive good and
marketable title to the Warrant Shares, free and clear of all voting and
other trust arrangements to which the Company is a party or by which it is
bound, preemptive rights of any stockholder, liens, encumbrances, equities
and claims whatsoever, including, but not limited to, all Taxes, Liens and
other charges with respect to the issuance thereof; (c) at all times prior to
the Expiration Date, the Company shall have reserved for issuance a
sufficient number of authorized but unissued shares of Common Stock, or other
securities or property for which this Warrant may then be exercisable, to
permit this Warrant (or if this Warrant has been divided, all outstanding
Warrants) to be exercised in full; (d) the Company shall deliver to the
Purchaser the information and reports described in SECTION 9.3 of the
Securities Purchase Agreement as contemplated therein; (e) the Company shall
extend to the Purchaser the investment monitoring and other rights set forth
in the Investor Rights Agreement; and (f) the Company shall provide the
Holder with notice of all corporate actions in the same manner and to the
same extent as the shareholders of the Company.
5.4 ISSUE TAX. The issuance of shares of Common Stock
upon the exercise of this Warrant shall be made without charge to the
Holder for any issue tax in respect thereof.
5.5 CLOSING OF BOOKS. The Company will at no time close
its transfer books against the transfer of this Warrant or of any Warrant
Shares in any manner which interferes with the timely exercise hereof.
5.6 NO VOTING RIGHTS; LIMITATION OF LIABILITY. Except as
expressly set forth in this Warrant, nothing contained in this Warrant shall
be construed as conferring upon the Holder (a) the right to vote or consent
as a stockholder in respect of meetings of stockholders for the election of
directors of the Company or any other matter, (b) the right to receive
dividends, except as set forth in SECTION 4, or (c) any other rights as a
stockholder of the Company, except as set forth in SECTION 4 and in the
Investor Rights Agreement. No provisions hereof, in the absence of
affirmative action by the Holder to purchase shares of Common Stock, and no
mere enumeration herein of the rights or privileges of the Holder, shall give
rise to any liability of the Holder for the Warrant Purchase
15
Price or as a shareholder of the Company, whether such liability is asserted
by the Company or by its creditors.
5.7 MODIFICATION AND WAIVER. This Warrant and any
provision hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement is sought.
5.8 NOTICES. All notices, requests, demands and other
communications which are required or may be given under this Warrant shall be
in writing and shall be deemed to have been duly given if transmitted by
telecopier with receipt acknowledged, or upon delivery, if delivered
personally or by recognized commercial courier with receipt acknowledged, or
upon the expiration of seventy-two (72) hours after mailing, if mailed by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
(a) If to the Holder, at:
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital Partners, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
WITH A COPY TO:
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to any other Holder, at:
such Holder's address as shown on the
books of the Company.
16
(c) If to the Company, at:
InterDent, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
WITH A COPY TO:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address or addresses as the Holder or the Company, as the
case may be, may specify by written notice given in accordance with this
SECTION 5.8.
5.9 SUCCESSORS AND ASSIGNS. The Company may not assign any
of its rights, or delegate any of its obligations, under this Warrant without
the prior written consent of the Holder (which consent may be withheld for
any reason or no reason at all). Subject to the requirements of Applicable
Laws, the Holder may assign this Warrant or delegate its obligations, in
whole or in part, at any time or from time to time, without the consent of
the Company; PROVIDED, HOWEVER, that the Holder may not assign its rights or
delegate its obligations under the Warrant to any Person who is engaged in
any business that is competitive with the business of the Company and its
subsidiaries. Each assignment of this Warrant shall be registered on the
books of the Company to be maintained for such purpose upon surrender of this
Warrant at the Designated Office, together with appropriate instruments of
assignment, duly completed and executed. Upon such surrender, the Company
shall, within ten (10) Business Days of surrender, at its own expense,
execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees specified in such assignment and in the denominations specified
therein and this Warrant shall promptly be canceled. If any portion of this
Warrant is not being assigned, the Company shall, at its own expense, within
ten (10) Business Days issue to the Holder a new Warrant evidencing the
portion not so assigned. If the Holder assigns this Warrant to one or more
Persons, any decisions that the Holder is entitled to make at any time
hereunder shall be made by the Holders holding more than fifty percent
(50.0%) of the aggregate number of Warrant Shares issuable upon exercise of
all of the then exercisable Warrants. The Company may require the Holder, as
a condition to the execution and delivery of any new Warrant in connection
with an assignment of this Warrant, to represent and warrant to the Company,
and
17
deliver an opinion of legal counsel reasonably acceptable to the Company,
that such assignment complies with applicable federal or state securities
laws and to deliver an opinion of its legal counsel to such effect.
This Warrant shall be binding upon and inure to the benefit
of the Company, the Holder and their respective successors and permitted
assigns, and shall include, with respect to the Company, any Person
succeeding the Company by merger, consolidation, combination or acquisition
of all or substantially all of the Company's assets, and in such case, except
as expressly provided herein and in the Securities Purchase Agreement, all of
the obligations of the Company hereunder shall survive such merger,
consolidation, combination or acquisition.
5.10 CAPTIONS; CONSTRUCTION AND INTERPRETATION. The
captions in this Warrant are for convenience of reference only, do not
constitute a part of this Agreement and are not to be considered in
construing or interpreting this Warrant. All section, preamble, recital,
exhibit, schedule, disclosure schedule, annex, clause and party references
are to this Warrant unless otherwise stated. No party, nor its counsel, shall
be deemed the drafter of this Warrant for purposes of construing the
provisions of this Warrant, and all provisions of this Warrant shall be
construed in accordance with their fair meaning, and not strictly for or
against any party.
5.11 LOST WARRANT OR CERTIFICATES. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant or of a stock certificate evidencing Warrant
Shares and, in the case of any such loss, theft or destruction, upon receipt
of an indemnity reasonably satisfactory to the Company or, in the case of any
such mutilation, upon surrender and cancellation of this Warrant or stock
certificate, the Company shall make and deliver to the Holder, within ten
(10) Business Days of receipt by the Company of such documentation, a new
Warrant or stock certificate, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant or stock certificate.
5.12 NO IMPAIRMENT. The Company shall not by any action,
including, without limitation, amending its charter documents or regulations
or through any reorganization, reclassification, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as
may be necessary or appropriate to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the Company
will (i) not increase the par value (if any) of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable
therefor upon such exercise immediately prior to such increase in par value,
(ii) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares
of Common Stock upon the exercise of this Warrant, free and clear of all
liens, encumbrances, equities and claims, and (iii) use its best efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory
18
body having jurisdiction thereof as may be necessary to enable the Company to
perform its obligations under this Warrant. The Company shall not be required
to register the Warrant Shares under the Securities Act except pursuant to
the provisions of the Registration Rights Agreement.
5.13 GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS WARRANT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE
(WITHOUT REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF)
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
5.14 REMEDIES. If the Company fails to perform, comply with
or observe any covenant or agreement to be performed, complied with or
observed by it under this Warrant, the Holder may proceed to protect and
enforce its rights by suit in equity or action at law, whether for specific
performance of any term contained in this Warrant or for an injunction
against the breach of any such term or in aid of the exercise of any power
granted in this Warrant or to enforce any other legal or equitable right, or
to take any one or more of such actions. The Company hereby agrees that the
Holder shall not be required or otherwise obligated to, and hereby waives any
right to demand that the Holder, post any performance or other bond in
connection with the enforcement of its rights and remedies hereunder. The
Company agrees to pay all reasonable fees, costs, and expenses, including,
without limitation, fees and expenses of attorneys, accountants and other
experts retained by the Holder, and all fees, costs and expenses of appeals,
incurred or expended by the Holder in connection with the enforcement of this
Warrant or the collection of any sums due hereunder, whether or not a suit is
commenced. None of the rights, powers or remedies conferred under this
Warrant shall be mutually exclusive, and each right, power or remedy shall be
cumulative and in addition to any other right, power or remedy whether
conferred by this Warrant or now or hereafter available at law, in equity, by
statute or otherwise.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
19
5.15 WAIVER OF JURY TRIAL. THE COMPANY AND THE HOLDER (BY
ACCEPTANCE HEREOF) HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION,
SUIT OR OTHER PROCEEDING ARISING OUT OF, CONNECTED WITH OR RELATED TO THIS
WARRANT OR ANY OTHER INVESTMENT DOCUMENT, OR ANY CLAIM, CONTROVERSY OR
DISPUTE ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR ACTIONS.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed and issued by its duly authorized representatives on the date first
above written.
INTERDENT, INC., a Delaware corporation
By: --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Co-Chairman and Chief Executive Officer
20
INTERDENT, INC.
FORM OF EXERCISE SUBSCRIPTION
(To be signed only upon exercise of this Warrant)
The undersigned hereby irrevocably elects to exercise its Warrant to
purchase ____________________________ (_______) shares of Common Stock for an
aggregate Warrant Purchase Price of ________________________Dollars ($______).
[If the Holder has determined upon advice of counsel that compliance
with the HSR Act is required, include the following sentences: "The undersigned
has determined that this exercise is subject to the HSR Act and requests that
the Company file the requisite notification and report form with, and pay all
requisite filing fees to, the FTC and the DOJ as promptly as possible. The
purchase of the shares described above and the payment of the Warrant Purchase
Price are subject to the expiration or earlier termination of the waiting period
under the HSR Act."]
The Warrant Purchase Price to be paid as follows (check as applicable):
___ Certified, cashier's or company check in the amount of
$_________;
___ Wire transfer in the amount of $_________;
___ Cancellation of _________________________ Warrant Shares; or
___ Surrender of __________________ shares of Common Stock.
The undersigned hereby requests that [if the Holder has determined upon
advice of counsel that compliance with the HSR Act is required, include the
following phrase: "upon the expiration or earlier termination of the waiting
period under the HSR Act"] a certificate(s) for the shares of Common Stock be
issued in the name of _________________________, and delivered to,
____________________, whose address is
__________________________________.
The undersigned hereby represents that it is acquiring such shares of
Common Stock for its own account for investment purposes only and not with a
view to or for sale in connection with any distribution thereof.
Dated: _______________ ____________________________________________________
Name of the Holder (must conform precisely to the
name specified on the face of the Warrant)
____________________________________________________
Signature of authorized representative of the Holder
____________________________________________________
Print or type name of authorized representative
Social Security Number or Employer
Tax Identification Number of the Holder:
____________________________________________________
Address of the Holder:
____________________________________________________
____________________________________________________
____________________________________________________