-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JzwqzCQt4O2rAOB+SqrR3GZVYBaQMqAlpBap9DIAT4X0l19tIrZgWBVxRgwJKByI JOJ+yvRTDW8edGOMk0RX5w== 0000889812-99-001405.txt : 19990507 0000889812-99-001405.hdr.sgml : 19990507 ACCESSION NUMBER: 0000889812-99-001405 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990506 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERDENT INC CENTRAL INDEX KEY: 0001072765 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 954710504 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56231 FILM NUMBER: 99611911 BUSINESS ADDRESS: STREET 1: 222 N SEPULVEDA BLVD STREET 2: SUITE 740 CITY: EL SEGUNDO STATE: CA ZIP: 90245-4340 BUSINESS PHONE: 3107652400 MAIL ADDRESS: STREET 1: 222 N SEPULVEDA BLVD STREET 2: SUITE 740 CITY: EL SEGUNDO STATE: CA ZIP: 90245-4340 FORMER COMPANY: FORMER CONFORMED NAME: WISDOM HOLDINGS INC DATE OF NAME CHANGE: 19981029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CB CAPITAL INVESTORS LP CENTRAL INDEX KEY: 0001056596 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133986302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 380 MADISON AVENUE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126223100 MAIL ADDRESS: STREET 1: 380 MADISON AVENUE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 BENEFICIAL OWNERSHIP STATEMENT - ------------------------------- OMB APPROVAL - ------------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response......14.90 - ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* INTERDENT, INC. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 45865R109 --------- (CUSIP Number) Harvey M. Eisenberg, Esq. O'Sullivan, Graev & Karabell, LLP 30 Rockefeller Plaza 24th Floor New York, New York 10112 (212) 408-2400 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 1999 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject to this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) and (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). CB Capital Investors, L.P. - 13-3986302 - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ----------------------------------------------------------------- (b) ----------------------------------------------------------------- - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization California - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 7. Sole Voting Power $15,000,000.00 in aggregate principal amount of 7.0% Convertible Subordinated Notes initially convertible into 1,628,664 shares of Common Stock and 1,085,767 shares of unregistered Series D Preferred Stock initially convertible into 1,085,767 shares of Common Stock Number of Shares --------------------------------------------------------- Beneficially Owned 8. Shared Voting Power Not applicable by Each Reporting Person With --------------------------------------------------------- 9. Sole Dispositive $15,000,000.00 in aggregate Power principal amount of 7.0% Convertible Subordinated Notes initially convertible into 1,628,664 shares of Common Stock and 1,085,767 shares of unregistered Series D Preferred Stock initially convertible into 1,085,767 shares of Common Stock --------------------------------------------------------- 10. Shared Dispositive Not applicable Power - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially $15,000,000.00 in aggregate Owned by Each Reporting Person principal amount of 7.0% Convertible Subordinated Notes initially convertible into 1,628,664 shares of Common Stock and 1,085,767 shares of unregistered Series D Preferred Stock initially convertible into 1,085,767 shares of Common Stock - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 11.55% of Common Stock - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Page 2 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- Item 1. Security and Company. This statement relates to the Common Stock, $.001 per share par value (the "Common Stock"), of InterDent, Inc., a Delaware corporation (the "Company"), whose principal executive offices are located at 222 North Sepulveda Boulevard, El Segundo, California 90245. Item 2. Identity and Background. The response to Item 2 is amended in its entirety to read as follows: This statement is being filed by CB Capital Investors, L.P., a Delaware limited partnership ("CBCI, L.P."), whose principal business office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017. The general partner of CBCI, L.P. is CB Capital Investors, Inc., a Delaware corporation ("CBCI"), whose principal business office is located at the same address as CBCI, L.P. CBCI is a wholly owned subsidiary of The Chase Manhattan Bank, a New York corporation, which is a wholly owned subsidiary of The Chase Manhattan Corporation, a Delaware corporation, both of whose principal business offices are located at 270 Park Avenue, 5th Floor, New York, New York 10017. The limited partner of CBCI, L.P. is Chase Capital Partners, a New York general partnership ("CCP"), whose principal business office is located at the same address as CBCI, L.P. CCP is also the investment manager of CBCI. CBCI, L.P. and CBCI are engaged in the venture capital and leveraged buyout business. The directors of CBCI are Jeffrey C. Walker and Donald J. Hofmann. The executive officers of CBCI are Jeffrey C. Walker, Chief Executive Officer; Donald J. Hofmann, President; George E. Kelts, Vice President; Mitchell J. Blutt, M.D., Secretary and Robert C. Carroll, Assistant Secretary. Each of the individual general partners of CCP are also officers of CBCI. The address for each of the directors and executive officers of CBCI, each of whom is a U.S. citizen, is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017. CCP is also engaged in the venture capital and leveraged buyout business. Set forth below are the names of each general partner of CCP who is a natural person. Set forth below are the names of each general partner of CCP who is a natural person. Each such general partner is a U.S. citizen, whose principal occupation is general partner of CCP and whose principal business office address (except for Mr. Soghikian) is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017. John R. Baron Christopher C. Behrens Mitchell J. Blutt, M.D. Arnold L. Chavkin I. Robert Greene Michael R. Hannon Donald J. Hofmann Stephen P. Murray John M.B. O'Connor Brian J. Richmand Shahan D. Soghikian Jonas Steinman Jeffrey C. Walker Damion E. Wicker, M.D. Page 3 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- Mr. Soghikian's principal business office address is c/o Chase Capital Partners, 50 California Street, Suite 2940, San Francisco, CA 94111. Jeffrey C. Walker is the managing general partner of CCP. The remaining general partners of CCP are Chase Capital Corporation, a New York corporation ("Chase Capital"), CCP Principals, L.P., a Delaware limited partnership ("Principals") and CCP European Principals, L.P., a Delaware limited partnership ("European Principals"), each of whose principal business office is located at the same address as CBCI, L.P. Chase Capital is a wholly owned subsidiary of The Chase Manhattan Corporation, a Delaware corporation, whose principal business office is located at the same address as CBCI, L.P. The general partner of each of Principals and European Principals is Chase Capital. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer of Chase Capital, each of whom is a U.S. citizen. The Chase Manhattan Corporation ("Chase") is a Delaware corporation engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of Chase, each of whom is a U.S. citizen. To CBCI, L.P.'s knowledge, the response to Items 2(d) and (e) of Schedule 13D is negative with respect to CBCI, L.P. and all persons regarding whom information is required hereunder by virtue of CBCI, L.P.'s response to Item 2. Insofar as the requirements of Items 3-6 inclusive of this Schedule 13D Statement require that, in addition to CBCI, L.P., the information called for therein should be given with respect to each of the persons listed in this Item 2, including CCP, CCP's individual general partners, Chase Capital, Chase Capital's executive officers and directors, Principals, and Principals' controlling partner, European Principals and European Principals' controlling partner, Chase and Chase's executive officers and directors, the information provided in Items 3-6 with respect to CBCI, L.P. should also be considered fully responsive with respect to the aforementioned persons who have no separate interests in the Company's Common Stock which is required to be reported thereunder. Although the definition of "beneficial ownership" in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), might also be deemed to constitute these persons beneficial owners of the Company's Common Stock acquired by CBCI, L.P., neither the filing of this statement nor any of its contents shall be deemed an admission that any of such persons is a beneficial owner of the Company's Common Stock acquired by CBCI, L.P. or a member of a group together with CBCI, L.P. either for the purpose of Schedule 13D of the Exchange Act or for any other purpose with respect to the Company's Common Stock. Item 3. Source and Amount of Funds or Other Consideration. The source of funds for CBCI, L.P.'s acquisition was money held for investment by CBCI, L.P. The aggregate amount of funds used by CBCI, L.P. in making the acquisition was $25,000,000.00. Item 4. Purpose of Transaction. As more fully described in Item 6, pursuant to the Securities Purchase Agreement (the "Purchase Agreement"), dated May 12, 1998, by and among the Company, CVCA, Sprout Capital VII, L.P. and certain of its affiliated entities ("Sprout", and collectively with CVCA, the "Investors"), CVCA acquired from Gentle Dental $15,000,000.00 in aggregate principal amount of 7.0% Convertible Subordinated Notes (the "Notes"), 100 shares of Gentle Dental Series A Preferred Stock, no par value (the "Gentle Dental Series A Preferred Stock"), and 1,085,767 shares of Gentle Dental Series D Preferred Page 4 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- Stock, no par value (the "Series D Preferred Stock"). It is not currently anticipated that CVCA will purchase securities at the second closing of the Purchase Agreement (not to occur later than June 30, 1998, the "Second Closing"). Pursuant to that certain Purchase Agreement, dated as of September 1998, among CCP, CVCA and CBCI, L.P., attached hereto as Exhibit C and incorporated herein by reference, CVCA sold to CBCI, L.P. and CBCI, L.P. purchased from CVCA all of the Notes in aggregate principal amount of $15,000,000, 100 shares of Gentle Dental Series A Preferred Stock and 1,085,767 shares of Gentle Dental Series D Preferred Stock owned by CVCA. In order to create the Gentle Dental Series A Preferred Stock, the Gentle Dental Series B Preferred Stock, no par value (the "Gentle Dental Series B Preferred Stock"), the Gentle Dental Series C Preferred Stock, no par value (the "Gentle Dental Series C Preferred Stock"), and the Gentle Dental Series D Preferred Stock, Gentle Dental filed the Amendment to Restated Articles of Incorporation (the "Amendment") on May 14, 1998, which Amendment is incorporated herein by reference as Exhibit B. Pursuant to the Purchase Agreement, the Notes are initially convertible into 1,628,664 shares of Gentle Dental Common Stock, no par value (the "Gentle Dental Common Stock") and, as described in the Amendment, the Gentle Dental Series D Preferred Stock is initially convertible into 1,085,767 shares of Gentle Dental Common Stock. The number of shares of Gentle Dental Common Stock issuable upon conversion of such securities was subject to increase by one share for every $9.21 of accrued interest or dividends which Gentle Dental elected not to pay in cash. Also, pursuant to customary anti-dilution provisions contained in the Notes and the Gentle Dental Series D Preferred Stock, the number of shares of Gentle Dental Common Stock issuable upon conversion of such securities was to be adjusted with respect to stock splits and combinations, stock dividends, below market sales, distributions, mergers, consolidations, reorganizations or preferred or convertible security sales. Upon the satisfaction of certain conditions precedent set forth in the Purchase Agreement, the Notes were automatically to be deemed to convert into shares of Gentle Dental Series B Preferred Stock or exchanged for new notes of a new holding company that would own all of the outstanding capital stock of Gentle Dental. The terms of such Gentle Dental Series B Preferred Stock and new notes were to be substantially similar to that of the Notes. The holders of Gentle Dental Series A Preferred Stock had the right to appoint one member to the Gentle Dental Board of Directors (the "Gentle Dental Board"). In May 1998, CVCA appointed Eric Green, an employee of CVCA, to the Gentle Dental Board. In addition, if an event of default was to occur under the terms of the Purchase Agreement or related documents, then the holders of the Gentle Dental Series A Preferred Stock were to have the right to elect one additional individual to the Gentle Dental Board. Such an event of default would have occurred if Gentle Dental were to default in the payment of interest on the Notes, a bankruptcy proceeding were to be commenced with respect to Gentle Dental, a final judgment in excess of $5,000,000.00 was to be rendered against Gentle Dental, indebtedness of Gentle Dental in excess of $5,000,000.00 was to be accelerated, a material breach of any of the representations, warranties or covenants contained in the documents related to the transaction was to occur or there was a change in control. Pursuant to a merger (the "Gentle Dental Merger") of an acquisition subsidiary of the Company with and into Gentle Dental under and in accordance with that certain Agreement and Plan of Reorganization and Merger (the "Merger Agreement"), dated as of October 15, 1998, as amended February 3, 1999 and February 9, 1999, by and among the Company, Wisdom Holdings Acquisition Corp. I, a Delaware corporation, Wisdom Holdings Acquisition Corp., II, a Delaware corporation, and Gentle Dental and Dental Care Alliance, Inc., a Delaware corporation ("DCA"), on March 12, 1999, the effective date of the Gentle Dental Merger, each outstanding share of Gentle Dental Common Stock was converted into the right to receive one share of the Company's Common Stock, each outstanding share of Gentle Dental Series A Page 5 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- and Gentle Dental Series D Preferred Stock, respectively, was converted into the right to receive one share of the Company's Series A and Series D Preferred Stock, having the same designations and rights with respect to the Company as the shares of Gentle Dental Preferred Stock had with respect to Gentle Dental. In addition, in connection with the Gentle Dental Merger, the Notes were amended to provide that in each instance in which the Notes were convertible into shares of Gentle Dental capital stock the Notes instead shall be convertible into the same number of shares and series of the Company's capital stock. The acquisition of the Company's securities has been made by CBCI, L.P. for investment purposes. Although CBCI, L.P. has no present intention to do so, CBCI, L.P. may make additional purchases of the Company's securities either in the open market or in privately negotiated transactions, including transactions with the Company, depending on an evaluation of the Company's business prospects and financial condition, the market for the securities, other available investment opportunities, money and stock market conditions and other future developments. Depending on these factors, CBCI, L.P. may decide to sell all or part of its holdings of the Notes, the Series A Preferred Stock and the Series D Preferred Stock in one or more public or private transactions. Except as set forth in this Item 4, CBCI, L.P. has no present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, CBCI, L.P. reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, of a material amount of assets of the Company or its subsidiaries, or other transactions which might have the effect of causing the Company's Common Stock to cease to be listed on the NASDAQ or causing the Company's Common Stock to become eligible for termination of registration, under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Item 5. Interest in Securities of the Company. CBCI, L.P. is deemed to be the beneficial owner of 2,714,431 shares of the Company's Common Stock. CBCI, L.P.'s deemed beneficial ownership represents 11.55% of the Company's Common Stock on a fully diluted basis. Except as set forth in Item 4, CBCI, L.P. has sole voting power and dispositive power with respect to its shares of Common Stock. CBCI, L.P. is the record holder of $15,000,000.00 in aggregate principal amount of the Notes, 100 shares of the Company's Series A Preferred Stock and 1,085,767 shares of the Company's Series D Preferred Stock. Except as reported in Item 6 below and incorporated herein by reference, there have been no transactions with regards to the Notes, the Series A Preferred Stock or the Series D Preferred Stock during the past sixty days which are required to be reported in this Statement. No person other than CBCI, L.P. has the right to receive or the power to direct the receipt of (i) interest from or the proceeds from the sale of the Notes owned beneficially by CBCI, L.P., (ii) the proceeds from the sale of the Series A Preferred Stock owned beneficially by CBCI, L.P. or (iii) dividends from or the proceeds from the sale of the Series D Preferred Stock owned beneficially by CBCI, L.P. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Reference is made to the information disclosed under Items 3 and 4 of this Statement which is incorporated by reference in response to this Item. In addition to such information, the following contracts, arrangements, understandings or relationships are reported hereunder. CVCA acquired beneficial ownership of the Notes, the Gentle Dental Series A Preferred Stock and the Gentle Dental Series D Preferred Stock pursuant to the Purchase Agreement, attached hereto as Exhibit A and incorporated by reference. Under the Purchase Agreement, the Investors are Page 6 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- permitted to purchase up to $30,000,000 in aggregate principal amount of the Notes, 100 shares of the Series A Preferred Stock, 100 shares of the Series C Preferred Stock and 2,000,000 shares of the Series D Preferred Stock. As of the first closing on May 18, 1998 (the "First Closing"), the Investors were obligated to purchase $25,500,000.00 in aggregate principal amount of the Notes, of which CVCA purchased $15,000,000.00 in aggregate principal amount, $100.00 of the Series A Preferred Stock, or 100 shares, of which CVCA purchased 100 shares, $100.00 of the Series C Preferred Stock, or 100 shares, and $13,500,003.93 of the Series D Preferred Stock, or 1,465,800 shares, of which CVCA purchased 1,085,767 shares. Sprout may be obligated to purchase the additional $4,500,000 in aggregate principal amount of the Notes and 534,200 shares of the Series D Preferred Stock at the Second Closing. Pursuant to that certain Purchase Agreement, dated as of September 1998, among CCP, CVCA and CBCI, L.P., CVCA sold to CBCI, L.P. and CBCI, L.P. purchase from CVCA all of the Notes in aggregate principal amount of $15,000,000, 100 shares of Gentle Dental Series A Preferred Stock and 1,085,767 shares of Gentle Dental Series D Preferred Stock owned by CVCA. The Purchase Agreement contains covenants regarding the transfer of securities. No Investor shall transfer its securities, without the prior written consent of Gentle Dental, to any competitor of Gentle Dental. Additionally, the Series A Preferred Stock and the Series C Preferred Stock may only be transferred to affiliates of the Investors. Moreover Gentle Dental has the right to repurchase the Series A Preferred Stock from CBCI, L.P. if (i) CBCI, L.P. sells 65% or more of its common stock equivalents before the Second Closing or (ii) CBCI, L.P. converts all of its common stock equivalents. The Purchase Agreement provides that the Investors shall have access to the records of Gentle Dental and that Gentle Dental shall furnish its financial reports to each of the Investors. Gentle Dental convenants that it shall, among other things, pay its taxes, preserve its corporate existence, maintain and preserve its properties and use its best efforts to upgrade the listing of the Common Stock from the NASDAQ SmallCap Market System to the NASDAQ National Market System within 90 days of the First Closing. Gentle Dental covenants that it shall not, among other things, change the nature of its business, permit the Board (other than members appointed by the Investors) to exceed 15 members or make fundamental changes in the structure of Gentle Dental. The Amendment, attached hereto as Exhibit B and incorporated by reference, sets forth additional rights and privileges of each of the classes of the Preferred Stock of Gentle Dental. More specifically, the Amendment sets forth, where applicable, voting rights, rights to dividends, liquidation preferences, rights of redemption, conversion rights, voting rights, rights to distributions and observer rights. Pursuant to a merger (the "Gentle Dental Merger") of an acquisition subsidiary of the Company with and into Gentle Dental under and in accordance with that certain Agreement and Plan of Reorganization and Merger (the "Merger Agreement"), dated as of October 15, 1998, as amended February 3, 1999 and February 9, 1999, by and among the Company, Wisdom Holdings Acquisition Corp. I, a Delaware corporation, Wisdom Holdings Acquisition Corp. II, a Delaware corporation, Gentle Dental and Dental Care Alliance, Inc., a Delaware corporation ("DCA"), on March 12, 1999, the effective date of the Gentle Dental Merger, each outstanding share of Gentle Dental Common Stock was converted into the right to receive one share of the Company's Common Stock, each outstanding share of Gentle Dental Series A and Gentle Dental Series D Preferred Stock, respectively, was converted into the right to receive one share of the Company's Series A and Series D Preferred Stock, having the same designations and rights with respect to the Company as the shares of Gentle Dental Preferred Stock had with respect to Gentle Dental. In addition, in connection with the Gentle Dental Merger, the Notes were amended to provide that in each instance in which the Notes were convertible into shares of Gentle Dental capital stock the Notes instead shall be convertible into the same number of shares and series of the Company's capital stock. Page 7 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- The holders of the Company's Series A Preferred Stock have the right to appoint one member of the Company's Board of Directors. In 1999, CBCI, L.P. appointed Eric Green, an employee of CBCI, L.P., to the Company's Board of Directors. The Company and the Investors entered into a Registration Rights Agreement, attached hereto as Exhibit H and incorporated by reference, which grants the Investors certain rights with respect to registration under the Securities Act of 1933, as amended. Under the terms of the Registration Rights Agreement, CBCI, L.P. may demand that the Company register shares held by the Investors. A majority of the Investors may require the Company to file a shelf registration statement, which statement shall qualify as the demand registration of CBCI, L.P. The Registration Rights Agreement also grants "piggy-back" rights to the Investors to participate in certain registration statements filed by the Company. Item 7. Material to be Filed as Exhibits. Exhibit A Securities Purchase Agreement dated as of May 12, 1998 by and among Gentle Dental and the purchasers named therein. Incorporated by reference to Exhibit 4.1 of Gentle Dental's Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 2, 1998. Exhibit B Amendment to Restated Articles of Incorporation, as filed with the Secretary of State of the State of Washington on May 14, 1998, as amended by the Articles of Correction as filed with the same on May 18, 1998. Incorporated by reference to Exhibits 3.1 and 3.2, respectively, of Gentle Dental's Quarterly Report on Form 10-Q filed with the SEC on August 14, 1998. Exhibit C Purchase Agreement, dated as of September 1998, among Chase Capital Partners, a New York general partnership, CVCA and CBCI, L.P. Exhibit D Agreement and Plan of Reorganization and Merger ("Merger Agreement"), dated as of October 15, 1998, by and among the Company (formerly known as Wisdom Holdings, Inc.), Wisdom Holdings Acquisition Corp. I, a Delaware corporation, Wisdom Holdings Acquisition Corp. II, a Delaware corporation, Gentle Dental and DCA. Incorporated by reference to Exhibit 2.1 of Gentle Dental's Report on Form 8-K filed with the SEC on October 30, 1998. Exhibit E Amendment No. 1 to the Merger Agreement, dated February 3, 1999. Incorporated by reference to Exhibit 2.1 of Amendment No. 3 to the Company's Registration Statement on Form S-4 filed with the SEC on February 9, 1999. Exhibit F Amendment No. 2 to the Merger Agreement, dated February 9, 1999. Incorporated by reference to Exhibit 2.1 of Amendment No. 4 to the Company's Registration Statement on Form S-4 filed with the SEC on February 9, 1999. Exhibit G Certificate of Designations of the Company, as filed with the Secretary of State of Delaware on February 8, 1999. Incorporated by reference to Exhibit 3.5 of Amendment No. 3 to the company's Registration Statement on Form S-4 filed with the SEC on February 9, 1999. Exhibit H Registration Rights Agreement, dated as of March 11, 1999, by and among the Company and the Holders (as described therein). Page 8 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- SCHEDULE A - ---------- Item 2 information for executive officers and directors of Chase Capital. SCHEDULE B Item 2 information for executive officers and directors of Chase. Page 9 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 22, 1999 CB CAPITAL INVESTORS, L.P. By: CB CAPITAL INVESTORS, INC., its General Partner By: /s/ Jeffrey C. Walker --------------------------------------- Name: Jeffrey C. Walker Title: Managing General Partner Page 10 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- SCHEDULE A ---------- CHASE CAPITAL CORPORATION ------------------------- Executive Officers ------------------ Chairman & Chief Executive Officer William B. Harrison, Jr.* President Jeffrey C. Walker** Executive Vice President Mitchell J. Blutt, M.D.** Vice President & Secretary Gregory Meridith* Vice President George E. Kelts** Assistant Secretary Robert C. Carroll* Directors --------- William B. Harrison, Jr.* Jeffrey C. Walker** - -------- * Principal occupation is employee and/or officer of Chase. Business address is c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York 10017. ** Principal occupation is employee of Chase and/or general partner of Chase Capital Partners. Business address is c/o CCP, 380 Madison Avenue, 12th Floor, New York, NY 10017. Page 11 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- SCHEDULE B ---------- THE CHASE MANHATTAN CORPORATION ------------------------------- Executive Officers* ------------------- Walter V. Shipley, Chairman of the Board Thomas G. Labrecque, President William B. Harrison, Jr., Vice Chairman of the Board Donald L. Boudreau, Vice Chairman of the Board Marc Shapiro, Vice Chairman of the Board Joseph G. Sponholz, Vice Chairman of the Board John J. Farrell, Director, Human Resources Frederick W. Hill, Director, Corporate Marketing and Communication William H. McDavid, General Counsel Directors** ----------- Principal Occupation or Employment; Name Business or Residence Address - ---- ----------------------------- Hans W. Becherer Chairman of the Board Chief Executive Officer Deere & Company 8601 John Deere Road Moline, IL 61265 Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, NY 10019 Susan V. Berresford President The Ford Foundation 320 East 43rd Street New York, NY 10017 * Principal occupation is executive officer and/or employee of The Chase Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017. Each executive officer of Chase is a U.S. citizen. ** Each of the persons named below is a citizen of the United States of America. Page 12 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- Principal Occupation or Employment; Name Business or Residence Address - ---- ----------------------------- M. Anthony Burns Chairman, President and Chief Executive Officer Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, FL 33166 H. Laurance Fuller Chairman of the Board and Chief Executive Officer Amoco Corporation 200 East Randolph Drive Chicago, IL 60601 Melvin R. Goodes Chairman of the Board and Chief Executive Officer Warner-Lambert Company 201 Tabor Road Morris Plains, NJ 07950 William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 8260 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, VA 22031 George V. Grune Chairman of the Board and Chief Executive Officer The Reader's Digest Association, Inc. Chairman of the Board The DeWitt Wallace-Reader's Digest Fund Lila Wallace-Reader's Digest Fund Reader's Digest Road Pleaseantville, NY 10570 William B. Harrison, Jr. Vice Chairman of the Board The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, NY 10017-2070 Harold S. Hook Retired Chairman of the Board American General Corporation 2929 Allen Parkway Houston, TX 77019 Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue - Room 29-72 New York, NY 10022 Page 13 of 14 Pages Schedule 13D Company: InterDent, Inc. CUSIP Number: 45865R109 - -------- ------------- Principal Occupation or Employment; Name Business or Residence Address - ---- ----------------------------- Thomas G. Labrecque President The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, NY 10017-2070 Henry B. Schacht Chairman of the Board and Chief Executive Officer Lucent Technologies, Inc. 600 Mountain Avenue - Room 6A511 Murray Hill, NJ 07974 Walter V. Shipley Chairman of the Board and Chief Executive Officer The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, NY 10017-2070 Andrew C. Sigler Retired Chairman of the Board and Chief Executive Officer Champion International Corporation 1 Champion Plaza Stamford, CT 06921 John R. Stafford Chairman, President and Chief Executive Officer American Home Products Corporation Five Giralda Farms Madison, NJ 07940 Marina v.N. Whitman Professor of Business Administration and Public Policy The University of Michigan School of Public Policy 411 Lorch Hall, 611 Tappan Street Ann Arbor, MI 48109-1220 EX-99.C 2 PURCHASE AGREEMENT Exhibit C PURCHASE AGREEMENT PURCHASE AGREEMENT (the "Agreement") dated as of September __, 1998, among CHASE CAPITAL PARTNERS, a New York general partnership ("CCP"), CHASE VENTURE CAPITAL ASSOCIATES, L.P., a California limited partnership ("CVCA" or the "Seller") and CB CAPITAL INVESTORS, L.P., a Delaware limited partnership ("CB Capital" or the "Buyer"). WHEREAS, CVCA owns the following securities (collectively, the "Securities") of Gentle Dental Services Corporation, a Washington corporation (the "Company"): o 7.0% Convertible Subordinated Notes in the aggregate principal amount of $15,000,000; o 100 shares of Series A Preferred Stock, no par value, of the Company; and o 1,085,767 shares of Series D Preferred Stock, no par value, of the Company. WHEREAS, the parties hereto deem it desirable and in their respective best interests to enter into this Agreement to transfer the Securities from CVCA to CB Capital. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Purchase and Sale. (a) CVCA hereby sells the Securities to CB Capital, and CB Capital hereby purchases the Securities from CVCA, for a purchase price of $25,000,000, which purchase price equals the fair market value of the Securities, as determined by the parties hereto. (b) CCP hereby consents to the sale of the Securities to CB Capital. (c) This Agreement shall constitute a stock power authorizing the Company to record on its books and records the transfer of the Securities from CVCA to CB Capital. (d) All transfers of Securities contemplated herein shall be deemed to occur on the date hereof. All necessary bookkeeping entries shall be made accordingly. 2. Buyer's Representations. The Buyer represents and warrants that it is purchasing the Securities for its own account, for investment purposes and not with a view to the distribution thereof. The Buyer agrees that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of any of the Securities (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any of its Securities, except in compliance with the Securities Exchange Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations under the Securities Act and the Exchange Act. The Buyer represents and warrants that it has acquired such information about the Company, and has had an opportunity to ask such questions of the Company's officers, as it has deemed necessary in order to make an informed investment decision concerning the Securities. The Buyer further represents and warrants that it is an "accredited investor" (as such term is defined by Rule 501 of the Securities Act) and it has such knowledge and sophistication necessary to use such knowledge to make an informed investment decision and that it has the ability to bear the economic risks of any such investment. 3. The Seller's Representations. The Seller represents and warrants as follows: (a) It owns (and upon completion of the transactions contemplated herein, the Purchaser will acquire), beneficially and of record, the Securities free and clear of all encumbrances (other than transfer restrictions pursuant to the Securities Act); (b) The transfer of Securities to the Buyer is exempt from the registration requirements of the Securities Act; and (c) No consents are necessary for CVCA to sell the Securities. 4. Miscellaneous. (a) This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together when delivered shall constitute one and the same agreement. (b) This Agreement contains the complete agreement among the parties and supersedes any prior understandings, agreements or representations by or between the parties, written or oral which may have related to the subject matter hereof in any way. (c) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. (d) This Agreement may only be amended in a writing executed by all parties hereto. * * * 2 IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement on the date first written above. CHASE CAPITAL PARTNERS By: ----------------------------------------- Name: Title: CHASE VENTURE CAPITAL ASSOCIATES, L.P. By: CHASE CAPITAL PARTNERS, its General Partner By: ----------------------------------------- Name: Title: CB CAPITAL INVESTORS, L.P. By: CB CAPITAL INVESTORS, INC. its General Partner By: ----------------------------------------- Name: Title: 3 EX-99.H 3 REGISTRATION RIGHTS AGREEMENT Exhibit H REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of March 11, 1999, among INTERDENT, INC., a Delaware corporation (the "Company"), and the HOLDERS (as defined below). The Holders own or have the right to purchase or otherwise acquire (by the exercise, exchange or conversion of shares of the Company's securities owned by the Holders that are exercisable or exchangeable for or convertible into Common Stock (as hereinafter defined)), shares of the Common Stock, .001 par value (the "Common Stock"), of the Company (or such other class of common stock of the Company into which the Common Stock may be converted or reclassified, and all references herein to the Common Stock shall mean such other class of common stock, if applicable). The Company and the Holders deem it to be in their respective best interests to set forth the rights of the Holders in connection with public offerings and sales of the capital stock of the Company. ACCORDINGLY, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the Company and the Holders hereby agree as follows: Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" shall mean, with respect to any specified person, (1) any other Person who, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such specified Person, (2) any other Person who is a director, officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity Securities, of the specified Person or a Person described in clause (1) above, (3) any other Person of whom the specified Person is a director, officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity Securities, (4) any other Person in whom the specified Person has a substantial beneficial interest or as to whom the specified Person serves as trustee or in a similar capacity, or (5) any relative or spouse (including any partner with whom such person resides on a permanent basis) of the specified Person or any of the foregoing Persons described in clause (1), (2), (3) or (4) above, any relative of such spouse, any spouse of any such relative or any other Person who, directly or indirectly, is under common ownership or control with, or is owned or controlled by such spouse or relative. As used in this definition, the term "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. As used in this definition, the term "relative" means any former spouses, parent, grandparent, great-grandparent, child, grandchild, great-grandchild, sibling, first uncle, first aunt or first cousin (in each case, whether natural or adoptive), provided, however, that for purposes of this Agreement, the term "Affiliate" shall not include any dental practices that are managed by the Company or its subsidiaries solely as a result of such management relationship. "Commission" shall mean the Securities and Exchange Commission or any other Governmental Authority at the time administering the Securities Act. "Common Stock" shall have the meaning ascribed to it in the Preamble. "Common Stock Equivalent" shall mean one share of Common Stock or the right to acquire, whether or not such right is immediately exercisable, one share of Common Stock, whether evidenced by a note, preferred stock, option, warrant, convertible security or other instrument or agreement. "Exchange Act" shall mean the Securities Exchange Act of 1934 or any successor Federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time. "Governmental Authority" shall mean any domestic or foreign government or political subdivision thereof, whether on a federal, state or local level and whether executive, legislative or judicial in nature, including any agency, authority, board, bureau, commission, court, department or other instrumentality thereof. "Holders" shall mean, collectively, (1) the Persons listed on Schedule I attached to this Agreement and (2) any successor to, or assignee or transferee of Restricted Securities held by a Holder who or which agrees in writing to be treated as a Holder hereunder and to be bound by and comply with all of the applicable terms and provisions hereof. "Material Transaction" shall mean any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the Board of Directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company's or such subsidiary's ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed. "Other Shares" shall mean at any time those shares of Common Stock which do not constitute Primary Shares or Registrable Shares. "Person" shall be construed as broadly as possible and shall include an individual person, a partnership (including a limited liability partnership), a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a Governmental Authority. "Preferred Stock" shall mean the Company's Series B Preferred Stock and Series D Preferred Stock. "Primary Shares" shall mean, at any time, the authorized but unissued shares of Common Stock held by the Company in its treasury. "Prospectus" shall mean the prospectus included in a Registration Statement, including any prospectus subject to completion, and any such prospectus as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares and, in each case, by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. "Registrable Shares" shall mean, at any time, and with respect to any Holder, the shares of Common Stock held by such Holder which constitute Restricted Securities. As to any particular Registrable Shares, once issued, such Registrable Shares shall cease to be Registrable Shares (1) when such Registrable Shares have been registered under the Securities Act, the 2 Registration Statement in connection therewith has been declared effective and they have been disposed of pursuant to and in the manner described in such effective Registration Statement, (2) when such Registrable Shares are sold or distributed pursuant to Rule 144, (3) in the case of any Holder who, together with its Affiliates, holds Common Stock Equivalents that constitute less than two percent of the issued and outstanding shares of Common Stock of the Company, at any time following one year after the date on which such Holder may first sell such Registrable Shares under Rule 144 (provided that such Holder is still able, at such time, to sell such Registrable Shares under Rule 144), or (4) when such Registrable Shares have ceased to be outstanding. "Registration Statement" shall mean any registration statement of the Company which covers any of the Registrable Shares, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Representative" of a Person shall be construed broadly and shall include such Person's partners, officers, directors, employees, agents, counsel, accountants and other representatives. "Requisite Holders" shall mean those Holders who hold in the aggregate in excess of a majority the Restricted Securities (based on Common Stock Equivalents) held by all of the Holders. "Restricted Securities" shall mean, at any time and with respect to any Holder, the Common Stock Equivalents and any other securities received with respect to any such Common Stock Equivalents, which are held by such Holder and which theretofore have not been sold to the public pursuant to a Registration Statement or pursuant to Rule 144. "Rule 144" shall mean Rule 144 promulgated under the Securities Act or any successor rule thereto. "Securities" shall mean, with respect to any Person, such Person's "securities" as defined in Section 2(1) of the Securities Act and includes such Person's capital stock or other equity interests or any options, warrants or other securities or rights that are directly or indirectly convertible into, or exercisable or exchangeable for, such Person's capital stock or other equity interests. "Securities Act" shall mean the Securities Act of 1933 or any successor Federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect from time to time. "Suspension Period" shall have the meaning ascribed to it in Section 10. "Transfer" shall mean any disposition of any Restricted Securities or of any interest therein which would constitute a sale thereof within the meaning of the Securities Act, other than any such disposition pursuant to a Registration Statement and in compliance with all applicable state securities and "blue sky" laws. Section 2. Required Registration. (a) If at any time the Company shall be requested by a Holder to effect the registration under the Securities Act of Registrable Shares, it shall promptly give written notice to the other Holders of its requirement to so register such Registrable Shares and, upon the written request, delivered to the Company within 30 days after delivery of any such notice by the Company, of the 3 other Holders to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall, subject to Section 2(b) below, promptly use its best efforts to effect such registration under the Securities Act of the Registrable Shares which the Company has been so requested to register. (b) Anything contained in Section 2(a) to the contrary notwithstanding, the Company shall not be obligated to effect pursuant to Section 2(a) any registration under the Securities Act except in accordance with the following provisions: (i) the Company shall not be obligated to use its best efforts to file and cause to become effective (A) more than one Registration Statement in any 12-month period initiated pursuant to Section 2(a) (provided, that if the Company, shall consummate a "shelf" registration pursuant to this Agreement such 12-month period shall commence on the effective date of such "shelf" registration, (B) any Registration Statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the prior 180 days, or (C) any Registration Statement if the aggregate market value of the Registrable Shares to be registered thereunder shall be less than $5 million; (ii) the Company may delay the filing or effectiveness of any Registration Statement for a period of up to 90 days after the date of a request for registration pursuant to Section 2(a) if at the time of such request the Company is engaged in a Material Transaction; and (iii) with respect to any registration pursuant to Section 2(a), the Company may include in such registration any Primary Shares or Other Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all such securities, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Registrable Shares held by the Holders requesting that their Registrable Shares be included in such registration pursuant to Section 2(a), pro rata based upon the number of Restricted Securities owned by each such Holder at the time of such registration; (B) second, the Primary Shares; and (C) third, the Other Shares. (c) A requested registration under this Section 2 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from a majority of the holders who are participating in such registration pursuant to Section 2(a); provided, however, that such rescinded registration shall count as a registration initiated pursuant to this Section 2 for purposes of subclause (A) of clause (i) of subsection (b) above unless the Company shall have been reimbursed (pro rata by the Holders requesting registration or in such other proportion as they may agree) for all out-of-pocket expenses incurred by the Company in connection with such rescinded registration. Section 3. Shelf Registration. If at any time the Company shall be requested by a Holder to file a shelf registration statement for an offering of Registrable Shares with an aggregate market value of no less than $5 million to be made on a continuous basis pursuant to Rule 415 promulgated under the Securities Act covering the Registrable Shares, then: (a) the Company shall, as expeditiously as practicable, file a shelf registration statement under the Securities Act permitting registration of such Holders' Registrable Shares for 4 resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings); (b) the Company shall use its best commercial efforts to keep such shelf registration statement continuously effective under the Securities Act until the date which is 12 months from its effective date, or such shorter period ending when all the Registrable Shares covered by such shelf registration statement have been sold in the manner set forth and as contemplated in the shelf registration statement; and (c) the Company shall promptly supplement and amend the shelf registration statement if required by the rules, regulations or instructions applicable to the registration form used for such shelf registration statement, if required by the Securities Act, or if reasonably requested by the Requisite Holders or by any underwriter of the Registrable Shares registered thereunder. Section 4. Piggyback Registration. If the Company at any time proposes for any reason to register Primary Shares or Other Shares under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to each Holder of its intention so to register the Primary Shares or Other Shares and, upon the written request, given within 20 days after delivery of any such notice by the Company, of any such Holder to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of Primary Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (a) first, the Primary Shares; (b) second, the Registrable Shares held by the Holders, pro rata based upon the number of Registrable Shares owned by each such Holder at the time of such registration; and (c) third, the Other Shares. Section 5. Holdback Agreement. (a) If the Company at any time shall register shares of Common Stock under the Securities Act in an underwritten offering pursuant to any Registration Statement, then the Holders shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any Restricted Securities (other than those Registrable Shares included in such registration pursuant to Section 2, 3 or 4) without the prior written consent of the Company for a period as shall be determined by the managing underwriters, which period cannot begin more than 10 days prior to the effectiveness of such Registration Statement and cannot last more than 180 days after the effective date of such Registration Statement. (b) If the Company at any time pursuant to Sections 2, 3 or 4 of this Agreement shall register under the Securities Act Registrable Shares held by Holders for sale to the public pursuant to an underwritten offering, the Company shall not, without the prior written consent of the Requisite Holders, effect any public sale or distribution of securities similar to those being registered 5 or any securities convertible into or exercisable or exchangeable for such securities, for such period as shall be determined by the managing underwriters, which period shall not begin more than 10 days prior to the effectiveness of the Registration Statement pursuant to which such public offering shall be made and shall not last more than 180 days after the closing of sale of shares pursuant to such Registration Statement. Section 6. Preparation and Filing. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as practicable: (a) except as otherwise expressly provided herein, use its best efforts to cause a Registration Statement that registers such Registrable Shares to become and remain effective for a period of 90 days or until all of such Registrable Shares have been disposed of (if earlier); (b) furnish, at least five business days before filing a Registration Statement that registers such Registrable Shares, a Prospectus relating thereto and any amendments or supplements relating to such Registration Statement or Prospectus, to one counsel selected by the holders of a majority of the Registrable Shares included in such registration (the "Holders' Counsel"), copies of all such documents proposed to be filed (it being understood that such five-business-day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to such counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances); (c) prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for at least a period of 90 days as referenced in subsection (a) of this Section and to comply with the provisions of the Securities Act with respect to the sale or other disposition of such Registrable Shares; (d) notify the Holders' Counsel promptly in writing (A) of any comments by the Commission with respect to such Registration Statement or Prospectus, or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or Prospectus or any amendment or supplement thereto or the initiation of any proceedings for that purpose and (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; (e) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Shares to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this clause (e); (f) furnish to each seller of such Registrable Shares such number of copies of a summary Prospectus or other Prospectus, including a preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such seller of Registrable Shares may reasonably request in order to facilitate the public sale or other disposition of such Registrable Shares; 6 (g) use its best efforts to cause such Registrable Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Shares; (h) notify on a timely basis each seller of such Registrable Shares at any time when a Prospectus relating to such Registrable Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (i) of this Section 6 of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the offerees of such shares, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (i) make available for inspection by any seller of such Registrable Shares, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all pertinent financial, business and other records, pertinent corporate documents and properties of the Company (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such Registration Statement (and any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (C) such Information has been made generally available to the public, and (D) the seller of Registrable Shares agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential); (j) use its best efforts to obtain from its independent certified public accountants a "cold comfort" letter in customary form and covering such matters of the type customarily covered by cold comfort letters; (k) use its best efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall also be addressed to the Holders selling Registrable Shares in such registration); (l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Shares; (m) issue to any underwriter to which any seller of Registrable Shares may sell shares in such offering certificates evidencing such Registrable Shares; (n) list such Registrable Shares on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is not listed on a national 7 securities exchange, use its best efforts to qualify such Registrable Shares for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD"), National Market System ("NMS"), or such other national securities exchange as the holders of a majority of such Registrable Shares shall request included in such registration; (o) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its securityholders, as soon as reasonably practicable, earnings statements which need not be audited covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and (p) use its best efforts to take all other steps necessary to effect the registration of such Registrable Shares contemplated hereby. Section 7. Expenses. All expenses incurred by the Company in complying with Section 6, including, without limitation, all registration and filing fees (including all expenses incident to filing with the NASD), fees and expenses of complying with securities and blue sky laws, printing expenses, fees and expenses of the Company's counsel, the Holders' Counsel and accountants, shall be paid by the Company; provided, however, that all underwriting discounts and selling commissions applicable to the Registrable Shares shall not be borne by the Company but shall be borne by the seller or sellers thereof, in proportion to the number of Registrable Shares sold by such seller or sellers. Section 8. Indemnification. (a) In connection with any registration of any Registrable Shares under the Securities Act pursuant to this Agreement, the Company shall indemnify and hold harmless the seller of such Registrable Shares, each underwriter, broker or any other Person acting on behalf of such seller, each other Person, if any, who controls any of the foregoing Persons within the meaning of the Securities Act and each Representative of any of the foregoing Persons, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement under which such Registrable Shares were registered, any preliminary Prospectus or final Prospectus contained therein, any amendment or supplement thereto or any document incident to registration or qualification of any Registrable Shares, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any Prospectus, necessary to make the statements therein in light of the circumstances under which they were made not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws, and the Company shall promptly reimburse such seller, such underwriter, such broker, such controlling Person or such Representatives for reasonable legal or other expenses incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to any such Person to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said Registration Statement, preliminary Prospectus, amendment, supplement or document incident to registration or qualification of any Registrable Shares in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Person, or a Person duly acting on their 8 behalf, specifically for use in the preparation thereof; provided further, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any untrue statement, allegedly untrue statement, omission or alleged omission made in any preliminary Prospectus but eliminated or remedied in the final Prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity agreement shall not inure to the benefit of any indemnified party from whom the Person asserting any loss, claim, damage, liability or expense purchased the Registrable Shares which are the subject thereof, if a copy of such final Prospectus had been timely made available to such Indemnified Person and such final Prospectus was not delivered to such Person with or prior to the written confirmation of the sale of such Registrable Shares to such Person. (b) In connection with any registration of Registrable Shares under the Securities Act pursuant to this Agreement, each seller of Registrable Shares shall indemnify and hold harmless (in the same manner and to the same extent as set forth in the paragraph (a) of this Section 8) the Company, each underwriter or broker involved in such offering, each other seller of Registrable Shares under such Registration Statement, each Person who controls any of the foregoing Persons within the meaning of the Securities Act and any Representative of the foregoing Persons with respect to any statement or omission from such Registration Statement, any preliminary Prospectus or final Prospectus contained therein, any amendment or supplement thereto or any document incident to registration or qualification of any Registrable Shares, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company or such underwriter through an instrument duly executed by such seller, or a Person duly acting on their behalf, specifically for use in connection with the preparation of such Registration Statement, preliminary Prospectus, final Prospectus, amendment or supplement; provided, however, that the maximum amount of liability in respect of such indemnification shall be limited, in the case of each seller of Registrable Shares, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Shares effected pursuant to such registration. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 8, such indemnified party will, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action (provided however, that an indemnified party's failure to give such notice in a timely manner shall only relieve the indemnification obligations of an indemnifying party to the extent such indemnifying party is prejudiced by such failure). In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are in addition to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 8, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any one lead counsel (plus appropriate special and local counsel) retained by the indemnified party which are reasonably related to the matters covered by the indemnity agreement provided in this Section 8. 9 (d) If the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage or liability referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage or liability as well as any other relevant equitable considerations; provided, however, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Shares, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Shares effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and will survive the transfer of securities. Section 9. Inderwriting Agreement. (a) Notwithstanding the provisions of Sections 6 and 8, to the extent that the Holders selling Registrable Shares in a proposed registration shall enter into an underwriting or similar agreement, which agreement contains provisions covering one or more issues addressed in such Sections of this Agreement, the provisions contained in such Sections of this Agreement addressing such issue or issues shall be of no force or effect with respect to such registration, but this provision shall not apply to the Company if the Company is not a party to the underwriting or similar agreement. (b) If any registration pursuant to Section 2 is requested to be an underwritten offering, the Company shall negotiate in good faith to enter into a reasonable and customary underwriting agreement with the underwriters thereof. The Company shall be entitled to receive indemnities from lead institutions, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement and to the extent customary given their role in such distribution. In any underwritten public offering initiated pursuant to Section 2(a), the managing underwriter shall be a nationally recognized investment banking firm selected by the Company and reasonably acceptable to the holders of a majority of the Registrable Shares included in such registration. (c) No Holder may participate in any registration hereunder that is underwritten unless such Holder agrees to (i) sell such Holder's Registrable Shares proposed to be included therein on the basis provided in such underwriting agreement and (ii) as expeditiously as possible, notify the Company of the occurrence of any event concerning such Holder as a result of which the Prospectus relating to such registration contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 10 Section 10. Suspension. Anything contained in this Agreement to the contrary notwithstanding, the Company may, by notice in writing to each holder of Registrable Shares to which a Prospectus relates, require such holder to suspend, for up to 90 days (the "Suspension Period"), the use of any Prospectus included in a Registration Statement filed under Section 2, 3 or 4 if a Material Transaction exists that would require an amendment to such Registration Statement or supplement to such Prospectus (including any such amendment or supplement made through incorporation by reference to a report filed under Section 13 of the Exchange Act). The period during which such Prospectus must remain effective shall be extended by a period equal to the Suspension Period. The Company may (but shall not be obligated to) withdraw the effectiveness of any Registration Statement subject to this provision. Section 11. Information by Holder. Each holder of Registrable Shares to be included in any registration shall furnish to the Company and the managing underwriter such written information regarding such holder and the distribution proposed by such holder as the Company or the managing underwriter may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement. Section 12. Exchange Act Compliance. From and after the Registration Date or such earlier date as a registration statement filed by the Company pursuant to the Exchange Act relating to any class of the Company's securities shall have become effective, the Company shall comply with all of the reporting requirements of the Exchange Act (whether or not it shall be required to do so) and shall comply with all other public information reporting requirements of the Commission which are conditions to the availability of Rule 144 for the sale of the Common Stock. The Company shall cooperate with each Holder in supplying such information as may be necessary for such Holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of Rule 144. Section 13. No Conflict of Rights. The Company represents and warrants to the Holders that the registration rights granted to the Holders hereby do not conflict with any other registration rights granted by the Company. The Company shall not, after the date hereof, grant any registration rights which conflict with or impair, or have any priority over, the registration rights granted hereby. Section 14. Termination. This Agreement shall terminate and be of no further force or effect when there shall not be any Restricted Securities; provided however, that Sections 7 and 8 shall survive the termination of this Agreement. Section 15. Successors and Assigns. This Agreement shall bind and inure to the benefit of the Company and the Holders and, subject to Section 16, their respective successors and assigns. Section 16. Assignment. Each Holder may assign its rights hereunder to any Holder from such Holder of Restricted Securities; provided, however, that such Holder shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated as a Holder hereunder whereupon such Holder shall have the benefits of, and shall be subject to the restrictions contained in, this Agreement as an Holder. Section 17. Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior arrangements or understandings with respect hereto. 11 Section 18. Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument and shall be deemed to have been duly given when delivered in Person, by telex, telegram or telecopy, by overnight courier, or by first class registered or certified mail, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee to the sender: (a) if to the Company, to: InterDent, Inc. 222 North Sepulveda Boulevard El Segundo, California 90245 Telephone: (310) 765-2400 Telecopy: (310) 765-2459 Attention: Michael T. Fiore Co-Chairman and Chief Executive Officer; with a copy to: McDermott, Will & Emery One Newport Place 1301 Dove Street, Suite 500 Newport Beach, California 92660 Telephone: (949) 851-0633 Telecopy: (949) 851-9349 Attention: Richard J. Babcock, Esq. (b) if to any Holder, to him, her or its address set forth on Schedule I or, if none, in the books of the Company. All such notices, requests, consents and other communications shall be deemed to have been delivered (a) in the case of personal delivery, telex, telegram or telecopy, on the date of such delivery, (b) in the, case of overnight courier, on the next business day, and (c) in the case of mailing, on the fifth business day following such mailing. Section 19. Modifications; Amendments; Waivers. The terms and provisions of this Agreement may not be modified or amended, nor may any provision applicable to the Holders be waived, except pursuant to a writing signed by the Company and Requisite Holders; provided, however, that (i) any such amendment, modification, or waiver that would adversely affect the rights hereunder of any Holder, in its capacity as an Holder, without similarly affecting the rights hereunder of all Holders of such class, in their capacities as Holders of such class, shall not be effective as to such Holder without its prior written consent and (ii) Schedule I to this Agreement shall be deemed to be automatically amended from time to time to reflect the addition to this Agreement of any Person identified in clause (ii) of the definition of Holder without requiring the consent of any party, and the Company will, from time to time, distribute to the Holders a revised Schedule I to reflect any such changes. Section 20. Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. 12 Section 21. Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Section 22. Governing Law; Etc. All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether in the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. In furtherance of the foregoing, the internal law of the State of California will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. Section 23. Counterparts; Validity. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement, and telecopied signatures shall be effective. The failure of any Person holding Registrable Shares to execute this Agreement shall not render this Agreement invalid as between the Company and any other Person holding Registrable Shares. Section 24. Entire Agreement. This Agreement and the other documents, certificates, instruments, writings and agreements referred to herein or delivered pursuant hereto contain the entire understanding of the parties with respect to the subject matter hereof and supersede in their entirety any and all prior agreements and understandings between any of the parties hereto, all of which are hereby terminated in their entirety and of no further force or effect. [Signatures On Next Page] 13 IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement on the date first written above. THE COMPANY: INTERDENT, INC. By: ---------------------------------------- Name: ---------------------------------------- Title: ---------------------------------------- THE HOLDERS: CB CAPITAL INVESTORS, L.P. By: CB Capital Investors, Inc., its General Partner By: ---------------------------------------- Name: ---------------------------------------- Title: ---------------------------------------- SPROUT CAPITAL VII, L.P. By: DLJ Capital Corp., its Managing General Partner By: ---------------------------------------- Robert Finzi Attorney in Fact SPROUT GROWTH II, L.P. By: DLJ Capital Corp., its Managing General Partner By: ---------------------------------------- Robert Finzi Attorney in Fact [Continued Next Page] 14 THE SPROUT CEO FUND, L.P. By: DLJ Capital Corp., its General Partner By: ---------------------------------------- Robert Finzi Attorney in Fact DLJ CAPITAL CORP. By: ---------------------------------------- Robert Finzi Attorney in Fact DLJ FIRST ESC L.L.C. By: DLJ LBO Plans Management Corporation, its Manager By: ---------------------------------------- Robert Finzi Attorney in Fact SRM '93 Children's Trust By: ---------------------------------------- Name: ---------------------------------------- Title: ---------------------------------------- ---------------------------------------------- Michael T. Fiore ---------------------------------------------- Dr. Steven R. Matzkin ---------------------------------------------- L. Theodore Van Eerden [Continued Next Page] 15 ---------------------------------------------- Norman R. Huffaker ---------------------------------------------- Randy Henry ---------------------------------------------- Grant M. Sadler ---------------------------------------------- David P. Nichols ---------------------------------------------- Mitchell B. Olan ---------------------------------------------- Robert Finzi ---------------------------------------------- Eric Green ---------------------------------------------- Paul H. Keckley ---------------------------------------------- H. Wayne Posey ---------------------------------------------- Robert F. Raucci ---------------------------------------------- Curtis Lee Smith, Jr. 16 Exhibit H SCHEDULE I Holders ------- CB Capital Investors, L.P. SRM '93 Children's Trust 380 Madison Avenue, 12th Floor c/o InterDent, Inc. New York, New York 10017 1343 Main Street, Suite 700 Attention: Jonas Steinman Sarasota, Florida 34236 Eric Green Tel: (941) 955-3150 Tel: (212) 622-3100 Fax: (941) 955-7483 Fax: (212) 622-3101 Sprout Capital VII, L.P. DLJ Capital Corp. c/o The Sprout Group c/o The Sprout Group 3000 Sand Hill Road 3000 Sand Hill Road Building 3, Suite 170 Building 3, Suite 170 Menlo Park, California 94025 Menlo Park, California 94025 Attention: Robert Finzi Attention: Robert Finzi Kathleen LaPorte Kathleen LaPorte Tel: (650) 234-2700 Tel: (650) 234-2700 Fax: (650) 234-2779 Fax: (650) 234-2779 Sprout Growth II, L.P. DLJ First ESC L.L.C. c/o The Sprout Group c/o The Sprout Group 3000 Sand Hill Road 3000 Sand Hill Road Building 3, Suite 170 Building 3, Suite 170 Menlo Park, California 94025 Menlo Park, California 94025 Attention: Robert Finzi Attention: Robert Finzi Kathleen LaPorte Kathleen LaPorte Tel: (650) 234-2700 Tel: (650) 234-2700 Fax: (650) 234-2779 Fax: (650) 234-2779 The Sprout CEO Fund, L.P. c/o The Sprout Group 3000 Sand Hill Road Building 3, Suite 170 Menlo Park, California 94025 Attention: Robert Finzi Kathleen LaPorte Tel: (650) 234-2700 Fax: (650) 234-2779 [Continued Next Page] 1 Michael T. Fiore Robert Finzi 15 Westport 75 Tum Suden Way Manhattan Beach, California 90266 Woodside, California 94062 Tel: (310) 545-5918 Tel: (650) 369-4078 Fax: (310) 545-4149 Dr. Steven R. Matzkin Eric Green 1143 Casey Key Road 1070 Park Avenue, Apt. 10C Nokomis, Florida 34275 New York, New York 10128 Tel: (941) 484-8999 Tel: (212) 996-4582 Fax: (941) 483-9066 L. Theodore Van Eerden Paul H. Keckley 5610 N.E. 265th Street 522 Waxwood Drive Ridgefield, Washington 98642 Brentwood, Tennessee 37027 Tel: (360) 887-1441 Tel: (615) 373-0647 Norman R. Huffaker H. Wayne Posey 6201 Rocking Horse Way 6478 Woodstock Road Orange, California 92869 Fort Worth, Texas 76116 Tel: (714) 633-5421 Tel: (817) 294-7348 Randy Henry Robert F. Raucci c/o InterDent, Inc. c/o Ram Investment 222 North Sepulveda Boulevard, Suite 740 599 Lexington Avenue, Suite 2700 El Segundo, California 90245 New York, New York 10022 Tel: (310) 765-2400 Tel: (212) 935-3999 Fax: (212) 207-1983 Grant M. Sadler Curtis Lee Smith, Jr. 455 Bridgeview Drive c/o New Horizons Anaheim Hills, California 92807 500 Campus Drive Tel: (714) 281-3082 Morganville, New Jersey 07751 Tel: (732) 536-8501 Fax: (732) 536-0289 David P. Nichols 514 Bayside Way Nokomis, Florida 34275 Tel: (941) 966-4136 Fax: (941) 918-9062 Mitchell B. Olan c/o InterDent 1343 Main Street, Suite 700 Sarasota, Florida 34236 Tel: (941) 955-3150 Fax: (941) 955-7483 2 -----END PRIVACY-ENHANCED MESSAGE-----