Fill and Sign the Subscription Shares Form

EXCHANGE AND SUBSCRIPTION AGREEMENT This EXCHANGE AND SUBSCRIPTION AGREEMENT (the "AGREEMENT"), dated as of October 22, 1999, by and between Michael T. Fiore, an individual (the "INVESTOR"), and ID Recap, Inc., a Delaware corporation (the "COMPANY"). WHEREAS, Investor is currently a stockholder in InterDent, Inc., a Delaware corporation ("INTERDENT"), and is the owner of the number of shares set forth opposite Investor's name under the caption "Rolled Securities" in SCHEDULE 1 attached hereto. WHEREAS, in connection with that certain Agreement and Plan of Merger, dated contemporaneously herewith (the "MERGER AGREEMENT"), the Company will merge with and into InterDent with InterDent as the surviving corporation (the "MERGER"). WHEREAS, subject to the terms and conditions in this Agreement, Investor desires to contribute the shares (the "ROLLOVER SHARES") set forth under the caption "Rolled Securities" in SCHEDULE 1 attached hereto in a transaction intended to qualify under Section 351 of the Internal Revenue Code, as amended, in exchange (the "EXCHANGE") for newly issued shares of capital stock of the Company (the "SHARES"), in the amounts set forth under the captions "Common Exchange Shares," "Senior Preferred Exchange Shares," and "Junior Preferred Exchange Shares" in SCHEDULE 1. NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows. 1. CONTRIBUTION OF THE ROLLOVER SHARES. 1.1. CONTRIBUTION OF THE ROLLOVER SHARES IN SUBSCRIPTION FOR THE SHARES. On the terms and conditions set forth herein, Investor agrees to subscribe for and the Company agrees to issue to Investor the Shares of the Company set forth under the captions "Common Exchange Shares," "Senior Preferred Exchange Shares," and "Junior Preferred Exchange Shares" in SCHEDULE 1 in exchange for the Rollover Shares set forth in SCHEDULE 1. 1.2. CLOSING . The closing (the "CLOSING") of the Exchange shall be at the time and date established by the Company; provided, the Company shall provide at least three (3) business days notice of such time and date to Investor. The Closing shall take place at the offices of Irell & Manella LLP, 333 South Hope Street, Los Angeles, California 90071. 1.3. CONDITIONS TO CLOSING. The Closing shall be subject to the following conditions unless waived in writing by the Company: (a) NO LAW OR ORDERS. No law or order shall have been enacted, entered, issued or promulgated by any governmental entity (and be in effect) which prohibits or materially restricts the consummation of the transactions contemplated hereby. (b) LEGAL PROCEEDINGS. No governmental entity shall have notified either party to this Agreement that it intends to commence proceedings to restrain or prohibit the transactions contemplated hereby or force rescission, unless such governmental entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing date. (c) STOCKHOLDER APPROVAL. The Merger and the other transactions contemplated by the Merger Agreement shall have been approved by the requisite vote of the holders of the outstanding capital stock of InterDent entitled to vote thereon. (d) REPRESENTATIONS AND WARRANTIES. All representations and warranties in this Agreement by the Investor shall be true and correct in all respects on the date when made and on and as of the Closing date with the same effect as if made on and as of the Closing date. (e) COVENANTS AND AGREEMENTS. The Investor shall have performed or complied in all material respects with all covenants and conditions contained in this Agreement or in any agreement, certificate or instrument to be executed pursuant hereto required to be performed or complied with at or prior to the Closing. (f) PERMITS AND APPROVALS. The Company shall have obtained, on terms reasonably satisfactory to it, all permits and approvals required from any governmental entity or any third party in order to consummate the transactions contemplated hereby. (g) COMPANY ADVERSE CHANGES. There shall not have occurred any events which individually or in the aggregate have had or are reasonably expected to have a material adverse effect on the Company or its ability to consummate the Merger. 1.4. COMPANY DELIVERIES. At the Closing, the Company shall deliver to Investor stock certificates representing the Shares to be received by Investor. 1.5. INVESTOR DELIVERIES. At the Closing, Investor shall deliver to the Company the following: (a) an executed Investment Qualification Questionnaire in the form attached hereto; (b) certificate(s) evidencing the Rollover Shares together with duly executed stock powers thereof; and (c) a certificate of Investor confirming the fulfillment of the conditions set forth in Sections 1.3(d) and (e). 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the Investor as follows. 2.1. ORGANIZATION. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having full power and authority to own its properties and to carry on its business as conducted. 2.2. AUTHORITY. The Company has the requisite corporate power and authority to deliver this Agreement, perform its obligations herein, and consummate the transactions contemplated hereby. The Company has duly executed and delivered this Agreement. This Agreement is a valid, legal and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity). 2.3. SHARES DULY AUTHORIZED. All of the Shares to be issued to the Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. 3. REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR. Investor hereby represents and warrants to the Company as follows. 3.1. ORGANIZATION. Investor, if an entity, is duly organized, validly existing and in good standing under the laws of state of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. Investor, if a natural person, is of legal age, competent to enter into a contractual obligation, and a citizen of the United States of America. The principal place of business or principal residence of Investor is as shown on the signature page of this Agreement. 3.2. OWNERSHIP OF THE ROLLOVER SHARES. Investor is the sole record and beneficial owner of the Rollover Shares set forth under Investor's name in SCHEDULE 1 hereto, free and clear of any claim, lien, security interest, mortgage, deed of trust, pledge, charge, conditional sale or other title retention agreement, lease, preemptive right, right of first refusal, option, restriction, tenancy, easement, license or other encumbrance of any kind. Except as set forth in SCHEDULE 3.2, neither Investor nor any of its affiliates is a party to, or bound by, any arrangement, agreement, instrument or order (i) relating to the sale, repurchase, assignment, or other transfer of any capital stock or equity securities of InterDent, (ii) relating to the receipt of dividends, proxy rights, or voting rights of any capital stock or other equity securities of InterDent, or (iii) relating to rights to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 of any capital stock or equity securities of InterDent. 3.3. AUTHORITY. Investor has the requisite power and authority to deliver this Agreement, perform Investor's obligations herein, and consummate the transactions contemplated hereby. Investor has duly executed and delivered this Agreement and has obtained the necessary authorization to execute and deliver this Agreement and to perform Investor's obligations herein and to consummate the transactions contemplated hereby. This Agreement is a valid, legal and binding obligation of Investor enforceable against Investor in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity). 3.4. INVESTOR INTENT. Unless Investor is acting in a fiduciary capacity as provided in Section 3.5 below, Investor is acquiring the Shares for Investor's own account as principal, for investment purposes only, not for any other person or entity and not for the purpose of resale or distribution. 3.5. FIDUCIARY CAPACITY. If Investor is subscribing for the Shares from the Company in a fiduciary capacity, Investor makes these representations and warranties on behalf of the person(s) or entity(ies) for whom Investor will contribute and exchange the Rollover Shares for the Company's Shares. 3.6. FINANCIAL STATUS. Investor, alone or together with its Purchase Representative (as defined in Rule 501(h) of Regulation D), if applicable, has such knowledge and experience in financial and business matters as will enable Investor to evaluate the merits and risks of an investment in the Company. Investor, if a natural person, has adequate means of providing for his or her current financial needs and personal contingencies, and has no need for liquidity in the investment in the Shares, understands that he or she may not be able to liquidate his or her investment in the Company in an emergency, if at all, and can afford a complete loss of the investment. 3.7. ACCREDITED INVESTOR OR PURCHASER REPRESENTATIVE. Investor (or acting together a Purchaser Representative) is an Accredited Investor, as defined by Rule 501 of Regulation D of the Securities Act. If Investor is a natural person, (i) Investor's individual net worth or joint net worth with Investor's spouse at the time of the execution of this Agreement is in excess of $1,000,000; or (ii) Investor had an individual income in excess of $200,000 in each of the two (2) most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. 3.8. NO GENERAL SOLICITATION. Investor has received no general solicitation or general advertisement in connection with the Exchange or an investment in the Company. Investor has received no other representations or warranties from the Company or any other person acting on behalf of the Company, other than those contained in this Agreement. 3.9. ACCURACY OF INFORMATION. As of the date hereof and as of the Closing, the representations and warranties of Investor contained herein and all information provided by Investor to the Company concerning Investor, its financial position and its knowledge of financial and business matters including, but not limited to, the information set forth in the Investment Qualification Questionnaire, is correct and complete, and if there should be any changes in that information prior to an Investor receiving the Shares, Investor will immediately provide the Company with the correct information. 4. AGREEMENTS AND ACKNOWLEDGEMENTS OF EACH INVESTOR. Investor hereby agrees and acknowledges to the Company as follows. 4.1. ACCEPTANCE OF SUBSCRIPTION. The Company shall have the right, in its sole discretion, to terminate this Agreement prior to effecting the subscription and exchange. 4.2. NO REGISTRATION. Investor understands that the Shares being acquired by Investor have not been registered under the Securities Act, in reliance on an exemption therefrom for transactions not involving any public offering, that such Shares have not been approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency, and that no such agency has passed on the accuracy or adequacy of disclosures made to Investor by the Company. No federal or state governmental agency has passed on or made any recommendation or endorsement of the Shares or an investment in the Company. 4.3. LIMITATIONS ON DISPOSITION AND RESALE. Investor understands that the Shares cannot be sold, transferred or otherwise disposed of unless the Shares have been registered by the Company pursuant to the Securities Act of 1933 and any applicable state securities laws, unless an exemption therefrom is available. Investor understands that it may not be possible for Investor to liquidate the investment in the Company; and Investor agrees not to sell, transfer or otherwise dispose of the Shares unless the Shares have been so registered or an exemption from the requirement of registration is available under the Securities Act of 1933. Investor recognizes that there will not be any public trading market for the Shares and, as a result, Investor may be unable to sell or dispose of its interest in the Company. 4.4. NEWLY FORMED ENTITY. Investor recognizes that the Company was only recently formed and, accordingly, has no financial or operating history and that the investment in the Company is extremely speculative and involves a high degree of risk. 4.5. COMPLIANCE WITH AGREEMENT. Investor agrees to execute any and all further documents necessary to become a stockholder of the Company. Investor agrees to execute and deliver any and all further documents and writings, and to perform such other actions, as may be or become reasonably necessary or expedient to effect and carry out the terms of this Agreement. 4.6. IRREVOCABLE SUBSCRIPTION AND CANCELLATION. Investor understands that this subscription is irrevocable, except as otherwise provided in any applicable federal or state law governing this Agreement and the transactions contemplated herein. 4.7. PURCHASER REPRESENTATIVE. If Investor used or will use the services of a Purchaser Representative in connection with the Exchange, such Purchaser Representative has disclosed or will disclose, by submitting to the Company a Purchaser Representative Questionnaire in the form given Investor by the Company, any material relationship which now exists between each Purchaser Representative or his affiliates and the Company and its affiliates, or which is mutually understood to be contemplated, or which has existed at any time during the previous two (2) years, and further setting forth any compensation received or to be received as a result of such relationship. 5. ATTORNEY'S FEES. In the event of any litigation or other legal proceeding involving the interpretation of this Agreement or enforcement of the rights or obligations of the parties hereto, the prevailing party or parties shall be entitled to recover reasonable attorney's fees and costs as determined by a court or other adjudicator. 6. GOVERNING LAW. This Agreement is governed by and shall be construed in accordance with the law of the State of Delaware, excluding any conflict-of-laws rule or principle that might refer the governance or construction of this Agreement to the law of another jurisdiction. If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances is not affected thereby, and that provision shall be enforced to the greater extent permitted by law. 7. ASSIGNMENT. Investor shall have neither the right nor the power to assign or delegate any provision of this Agreement except with the prior written consent of the Company. Except as provided in the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties' respective successors, assigns, executors and administrators. 8. COUNTERPARTS. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which shall constitute one and the same document. 9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in a writing executed by the party to be bound thereby. 10. TERMINATION OF AGREEMENT. This Agreement may be terminated: (i) by the mutual written consent of the parties hereto; (ii) by the Company if a condition set forth in Section 1.3 hereof is not satisfied or otherwise waived by the Company; or (iii) by either party if the Merger Agreement is terminated for any reason whatsoever. 11. FURTHER ASSURANCES. Subject to the terms and conditions provided herein, each party hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable, whether under applicable laws and regulations or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement. [The remainder of this page is blank] IN WITNESS WHEREOF, the parties have hereby executed this Exchange and Subscription Agreement as of the date set forth above. INDIVIDUAL INVESTOR MICHAEL T. FIORE ----------------------------------- Name of Subscriber (Print or Type) ----------------------------------- Signature of Subscriber ----------------------------------- Signature of Joint Subscriber ----------------------------------- Residence Address (Street Address) ----------------------------------- (City and State) (Zip Code) ---------------------------------- Telephone Number ----------------------------------- Social Security Number or Taxpayer Number of Subscriber ACCEPTANCE The foregoing subscription is hereby accepted, subject to the terms and conditions hereof, as of the date set forth above. ID RECAP, INC. a Delaware corporation By: ----------------------------------- Name: John Danhakl Title: President