Form 8-K

8-K — Park Dental Partners, Inc.

Accession: 0001104659-26-093050

Filed: 2026-08-10

Period: 2026-08-07

CIK: 0002069604

SIC: 8090 (SERVICES-MISC HEALTH & ALLIED SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2622596d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2622596d1_ex2-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2622596d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2622596d1_8k.htm · Sequence: 1

false

0002069604

2026-08-07

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 7, 2026

Park Dental Partners,

Inc.

(Exact Name of Registrant as Specified in its

Charter)

Minnesota

001-42967

93-2020683

(State or Other Jurisdiction of

(Commission

(IRS Employer

Incorporation)

File Number)

Identification No.)

2200 County Road C West, Suite 2210

Roseville, Minnesota 55113

(Address of Principal Executive Offices) (Zip

Code)

(651)

633-0500

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to

Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common

Stock, par value $0.0001 per share

PARK

The

Nasdaq Stock

Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth

company x

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 1.01. Entry into a Material Definitive Agreement.

On August 7, 2026, Park Dental Partners, Inc.

(the “Company”) entered into a Transaction Agreement (the “Transaction Agreement”) with Ryan & Associates

LLP, a North Carolina limited liability partnership (the “Dental Services Organization”), Ryan, James, Wiles, Patel, and Olsen,

D.D.S., PLLC, a North Carolina professional limited liability company (the “Seller”), Ryan, James, Wiles, Patel &

Olsen LLP, a North Carolina limited liability partnership doing business as Village Family Dental (“Old VFD”), Ryan, James &

Associates LLP, a North Carolina limited liability partnership (“Clinical Sub”), and Anuj James, D.D.S., Jordan Olsen, D.D.S.,

Mit Patel, D.D.S., Bradley Ryan, D.D.S., and Grant Wiles, D.D.S. (collectively, the “Beneficial Owners”).

Pursuant to the Transaction Agreement, the Company

has agreed to acquire the dental services organization supporting Village Family Dental and to affiliate with the Village Family Dental

professional practices through the management-services structure contemplated by the Transaction Agreement (the “Proposed Transaction”).

At the closing of the Proposed Transaction (the “Closing”), the Company will acquire, directly or indirectly, all of the economic,

voting and governance interests in the Dental Services Organization, not including any non-economic professional interests required by

applicable law. The Dental Services Organization will provide management and administrative support to the Village Family Dental professional

practices. Old VFD and Clinical Sub will remain separate professional entities and will continue, to the extent applicable, to provide clinical dental

services through licensed dentists. Neither the Company nor the Dental Services Organization will direct, control or supervise clinical, professional or

patient-care decisions, which will remain the responsibility of licensed dentists exercising their professional judgment.

The Proposed Transaction includes (i) the

Company’s purchase from the Seller and Mit B. Patel, D.D.S. of the portion of the equity interests in the Dental Services Organization

designated as the “Purchased DSO Equity” for cash consideration and potential earnout consideration and (ii) the Seller’s

contribution to the Company of the portion of the equity interests in the Dental Services Organization designated as the “Rollover

DSO Equity” in exchange for restricted shares of the Company’s common stock. Together, the Purchased DSO Equity and the Rollover

DSO Equity are intended to constitute all of the economic, voting and governance interests in the Dental Services Organization, subject

to any non-economic professional interests required by applicable law.

The Transaction Agreement provides for base consideration

of $39.1 million, including 474,535 restricted shares of the Company’s common stock, valued at $9.2 million, to be issued in connection

with the rollover. The remaining base consideration is payable in cash, subject to customary adjustments for working capital, cash, indebtedness,

transaction costs and escrows. The Seller may also become entitled to receive up to $4.6 million of contingent consideration based on

EBITDA performance over two measurement periods and up to $2.3 million of employment-contingent consideration over five annual periods.

Accordingly, the potential aggregate consideration has a range of $39.1 million to up to $46.0 million.

The Proposed Transaction is expected to close

in 2026, subject to satisfaction or waiver of customary closing conditions and the other conditions specified in the Transaction Agreement,

including receipt of required approvals and consents and completion of specified pre-closing steps. The Transaction Agreement may be terminated

if, among other circumstances, the Transactions have not been consummated within 120 days after August 7, 2026, subject to specified

limitations. There can be no assurance that the closing conditions will be satisfied or that the Proposed Transaction will be completed

on the anticipated timetable or at all.

The Transaction Agreement contains customary representations

and warranties, covenants, closing conditions, termination rights and indemnification provisions. The foregoing description of the Transaction

Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the

full text of the Transaction Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

The Transaction Agreement has been included to

provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company

or the other parties to the Transaction Agreement. The representations, warranties and covenants contained in the Transaction Agreement

were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Transaction

Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures exchanged among

the parties in connection with the execution of the Transaction Agreement; and may be subject to standards of materiality that differ

from those applicable to investors. Investors should not rely on the representations and warranties or any descriptions thereof as characterizations

of the actual state of facts or condition of the Company or any other party to the Transaction Agreement.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 regarding

the issuance of the Closing Buyer Shares is incorporated herein by reference. At the Closing, the Company will issue 474,535 shares of

its common stock to the Seller in exchange for the Rollover DSO Equity. The Company intends to rely on the exemption from registration

provided by Section 4(a)(2) of the Securities Act and Regulation D.

Item 7.01. Regulation FD Disclosure.

On August 10, 2026, the Company issued a

press release announcing its entry into the Transaction Agreement and the Proposed Transaction with Village Family Dental. A copy of the

press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item

7.01.

The information in this Item 7.01, including Exhibit 99.1,

is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed

incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth

by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

2.1

Transaction Agreement, dated as of August 7, 2026, by and among Park Dental Partners, Inc., Ryan & Associates LLP, Ryan, James, Wiles, Patel, and Olsen, D.D.S., PLLC, Ryan, James, Wiles, Patel & Olsen LLP, Ryan, James & Associates LLP and the beneficial owners named therein.*†

99.1

Press Release issued by Park Dental Partners, Inc., dated August 10, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits to this agreement have been omitted

pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit

to the Securities and Exchange Commission upon request.

† Certain information in this exhibit has been omitted pursuant

to Item 601(b)(2)(ii) of Regulation S-K because the omitted information: (i) is not material; and

(ii) is the type of information the registrant customarily and actually treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Date: August 10, 2026

PARK DENTAL PARTNERS, INC.

By:

/s/ Christopher J. Bernander

Name: Christopher J. Bernander

Title: Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2622596d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

Certain information has been excluded from this exhibit because

it is both (i) not material and (ii) the type that the registrant treats as private or confidential. Redacted information is indicated

by [***].

TRANSACTION AGREEMENT

by and among

PARK DENTAL PARTNERS, INC.,

RYAN & ASSOCIATES LLP,

RYAN, JAMES, WILES, PATEL, AND OLSEN, D.D.S.,

PLLC,

RYAN, JAMES, WILES, PATEL & OLSEN

LLP,

RYAN, JAMES & ASSOCIATES LLP

and

THE BENEFICIAL OWNERS

August 7, 2026

TABLE

OF CONTENTS

Article I

Definitions

Article II The Transactions

Section 2.01

Equity Purchase;

Rollover Contribution

Section 2.02

Immediate Post-Closing

Actions

Section 2.03

Closing Certificate;

Estimated Closing Consideration

Section 2.04

Purchase Price Adjustment

Section 2.05

Earnout

Section 2.06

Rollover

Article III

Closing

Section 3.01

Closing

Section 3.02

Closing Deliverables

Article IV

Representations and Warranties Regarding the Seller Entities

and the Business

Section 4.01

Organization and Qualification

Section 4.02

Authority; Enforceability

Section 4.03

Noncontravention

Section 4.04

Actions and Governmental

Orders

Section 4.05

Brokers’ Fees

Section 4.06

Financial Statements

Section 4.07

Undisclosed Liabilities

Section 4.08

Absence of Certain Changes,

Events and Conditions

Section 4.09

Compliance with Laws;

Permits

Section 4.10

Material Contracts

Section 4.11

Title to Transferred

Assets; Sufficiency of Assets

Section 4.12

Real Property

Section 4.13

Intellectual Property

Section 4.14

Insurance

Section 4.15

Environmental Laws

Section 4.16

Employee Benefit Matters

Section 4.17

Employment Matters

Section 4.18

Taxes

Section 4.19

Related Party Transactions

Section 4.20

Regulatory Compliance

Section 4.21

Reimbursement Programs

Section 4.22

Accounts Receivable

Section 4.23

Accounts Payable and

Indebtedness

Section 4.24

Warranties

Section 4.25

Computer and Technology

Security; Data Privacy

Section 4.26

Bank Accounts; Powers

of Attorney

Section 4.27

Capitalization

Section 4.28

Solvency

Section 4.29

COVID-19

Section 4.30

Disclosure Schedule

Supplement

Article V

Representations and Warranties of the Beneficial Owners

Section 5.01

Authority; Enforceability

Section 5.02

Noncontravention

Section 5.03

Litigation

Section 5.04

Brokers’ Fees

Article VI

Representations and Warranties of Buyer

Section 6.01

Organization

Section 6.02

Authorization; Enforceability

Section 6.03

Noncontravention

Section 6.04

Litigation

Section 6.05

Brokers’ Fees

Article VII

Covenants

Section 7.01

Conduct of Business

Prior to Closing

Section 7.02

Access to Information

Section 7.03

No Solicitation of Other

Bids

Section 7.04

Employees and Employee

Benefits

Section 7.05

Books and Records

Section 7.06

Public Announcements

Section 7.07

Intentionally Deleted

Section 7.08

Intentionally Deleted

Section 7.09

Transfer Taxes

Section 7.10

Tax Clearance Certificates

Section 7.11

Further Assurances

Section 7.12

Use of Name

Section 7.13

Reconciliation

Section 7.14

Tax Matters

Section 7.15

Confidentiality

Section 7.16

Restrictive Covenants

Section 7.17

Representation and Warranty

Insurance

Section 7.18

Reorganization

Article VIII

Indemnification

Section 8.01

Survival of Representations,

Warranties, Covenants and Agreements

Section 8.02

Indemnification by the

Seller Parties

Section 8.03

Indemnification by the

Beneficial Owners

Section 8.04

Indemnification by Buyer

Section 8.05

Limitations on Indemnification

Section 8.06

Procedures for Third-Party

Claims

Section 8.07

Procedures for Inter-Party

Claims

Section 8.08

Payment of Losses

Section 8.09

Escrow Release

Section 8.10

Knowledge of Buyer and

Seller Indemnified Parties

Section 8.11

Treatment of Indemnity

Payments

Section 8.12

Materiality

Section 8.13

No Circular Recovery

Section 8.14

Exclusive Remedy

Section 8.15

No Other Representations

or Warranties

Article IX

Conditions Precedent

Section 9.01

Conditions Precedent

to Obligations of Buyer

Section 9.02

Conditions Precedent

to Obligations of the Seller Parties

Article X

Termination

Section 10.01

Termination

Section 10.02

Effect of Termination

Article XI

Miscellaneous

Section 11.01

Expenses

Section 11.02

Notices

Section 11.03

Interpretation

Section 11.04

Headings

Section 11.05

Severability

Section 11.06

Entire Agreement

Section 11.07

Successors and Assigns

Section 11.08

No Third-Party Beneficiaries

Section 11.09

Amendment and Modification;

Waiver

Section 11.10

Governing Law; Submission

to Jurisdiction; Waiver of Jury Trial

Section 11.11

Arbitration

Section 11.12

Remedies

Section 11.13

Counterparts

Section 11.14

Disclosure Schedules

iii

SCHEDULES

EBITDA Schedule

transactioN

AGREEMENT

This Transaction Agreement

(this “Agreement”), dated August 7, 2026, is entered into by and among (a) Park Dental Partners, Inc.,

a Minnesota corporation (“Buyer”); (b) Ryan & Associates LLP, a North Carolina limited liability partnership

(“Dental Services Organization”); (c) Ryan, James, Wiles, Patel, and Olsen, D.D.S., PLLC, a North Carolina professional

limited liability company (“Seller”); (d) Ryan, James, Wiles, Patel & Olsen LLP, a North Carolina limited

liability partnership d/b/a Village Family Dental (“Old VFD”) (e) Ryan, James & Associates LLP, a North

Carolina limited liability partnership (“Clinical Sub”), and (f) the Persons set forth on the signature pages hereto

under the heading “Beneficial Owners” (the “Beneficial Owners”). Buyer, Dental Services Organization,

Seller, Old VFD, Clinical Sub, and the Beneficial Owners are collectively referred to herein as the “Parties”.

RECITALS

WHEREAS, (a) Seller

is the record and beneficial owner of 100% of the issued and outstanding equity interests of Dental Services Organization, other than

certain Non-Economic Interests held by Mit B. Patel, D.D.S. (the “DSO Equity Interests”), which interests held by

Seller include 100% of the economic interests of Dental Services Organization, (b) Seller is the sole manager of the Dental Services

Organization, and (c) the Beneficial Owners are the sole record and beneficial owners of all of the issued and outstanding equity

interests of Seller, as set forth on Schedule A;

WHEREAS, pursuant

to the terms and subject to the conditions set forth in this Agreement, the Parties now desire to enter into a series of transactions

whereby, at the Closing, (a) Buyer will purchase from Seller and Mit B. Patel, D.D.S. (“Dr. Patel”), and

Seller and Dr. Patel will sell to Buyer, all of Seller’s and Dr. Patel’s respective right, title and interest in

and to all of the DSO Equity Interests other than the Rollover DSO Equity (the “Purchased DSO Equity”), in exchange

for the Seller Closing Payment and the Earnout (the transaction contemplated by this clause (a), the “Equity Purchase”);

(b) Seller will contribute to Buyer the DSO Equity Interests having an aggregate value equal to the Rollover Amount (the “Rollover

DSO Equity”), in exchange for the Buyer Shares (the “Closing Buyer Shares”) (the transactions contemplated

by this clause (b), the “Rollover Contribution”); and (c) on the Closing Date and immediately following the consummation

of the Equity Purchase and the Rollover Contribution, Seller will distribute to the Beneficial Owners in accordance with their respective

Pro Rata Percentages the Seller Closing Payment that Seller received pursuant to the Equity Purchase and the Closing Buyer Shares that

Seller received pursuant to the Rollover Contribution; and

WHEREAS, the Beneficial

Owners, as the collective owners of all of the issued and outstanding equity interests of Seller, and the collective owners, indirectly,

of 100% of the equity interests that are not Non-Economic Interests of Dental Services Organization, will benefit materially from the

Transactions.

NOW, THEREFORE, in

consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I

Definitions

The following capitalized

terms, as used in this Agreement, shall have the respective meanings set forth below or in the other sections of this Agreement:

“Accounting Principles”

means United States GAAP accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles,

judgments, assumptions, applications, techniques or estimation methods with respect to financial statements, their classification or

presentation or otherwise (including with respect to the nature of accounts, level of reserves or level of accruals), consistently applied.

“Accounts Receivable”

means all accounts receivable, and any security, claim, remedy or other right related to any accounts receivable.

“Acquisition Proposal”

means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) concerning (a) a merger, consolidation,

liquidation, recapitalization, share exchange or other business combination or strategic transaction involving any Seller Entity, (b) the

issuance or acquisition of shares of capital stock or other equity or debt securities of any Seller Entity or (c) the sale, lease,

exchange or other disposition of any significant portion of the properties or assets of any Seller Entity.

“Action” means

any action, assessment, suit, litigation, dispute, proceeding (including arbitration proceeding), investigation, inquiry, complaint,

examination, subpoena, claim (whether civil, criminal, administrative, arbitral, judicial or otherwise), charge, grievance, order, audit

or governmental charge.

“Adjustment Escrow

Amount” means [***].

“Affiliate” of

a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under

common control with, such Person. The term “control” (including the terms “controlled by” and “under common

control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and

policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Affiliated Group”

means a group of Persons that elects to, is required to, or otherwise files a Tax Return or pays a Tax as an affiliated group, consolidated

group, combined group, unitary group, or other group recognized by applicable Laws relating to Taxes.

“Arbitration Information”

means any decision, judgment, ruling, finding, award or other determination of the arbitrator and any information disclosed in the course

of any arbitration hereunder.

“Asset Transfer

Agreement” has the meaning set forth in Section 7.18.

“Associate”

means, with respect to any Person, any immediate family member, parent or grandchild of such Person, any entity or business organization

that is directly or indirectly controlled by such Person, or any trust or estate as to which such Person serves as a trustee or in a

similar capacity.

“Assumed Liabilities”

has the meaning set forth in the Asset Transfer Agreement.

“Balance Sheet Date”

means the date of the Latest Balance Sheet.

“Base Consideration”

means $39,100,000. For avoidance of doubt, Base Consideration (i) includes the Rollover Amount and (ii) does not include the

EBITDA Contingent Amount or the Employment Contingent Amount.

“Base Working Capital”

means an amount equal to $3,075,963.

“Business” means

the businesses of the Seller Entities as conducted on and prior to the date hereof and as currently proposed to be conducted, including

a dental practice that provides comprehensive preventive, cosmetic, and restorative oral health services to patients.

“Business Day” means

a day other than Saturday, Sunday or any day on which the Federal Reserve Bank of New York is closed.

“Business Privacy

and Data Security Policies” means all of the Seller Entities and Healthcare Provider’s past or present internal or public-facing

policies, notices, and statements concerning the privacy, security, or Processing of Personal Information in the conduct of the Seller

Entities’ business.

“Buyer Cap”

means an amount equal to 50% of the retention under the R&W Policy.

“Buyer Material

Adverse Effect” means, with respect to Buyer, any change, occurrence, event, development, circumstance, condition, violation,

inaccuracy, breach, default, failure to comply, change in circumstance, loss, effect, fact, agreement, arrangement, commitment, understanding

or obligations which, as a result of the occurrence or existence thereof, individually or in the aggregate with others, has had, or would

reasonably be expected to have, without regard to duration or persistence, a material adverse effect on (a) the business, operations,

customer, vendor or employee relationships, results of operations, Liabilities, properties, assets or condition (financial or otherwise)

of Buyer or (b) the ability of Buyer to perform its obligations under any Transaction Documents in a timely manner; provided,

however, that Material Adverse Effect shall not include any change, occurrence, event, development, circumstance, condition, violation,

inaccuracy, breach, default, failure to comply, change in circumstance, loss, effect, fact, agreement, arrangement, commitment, understanding

or obligations as and to the extent such change, occurrence, event, development, circumstance, condition, violation, inaccuracy, breach,

default, failure to comply, change in circumstance, loss, effect, fact, agreement, arrangement, commitment, understanding or obligations

result from: (a) general deterioration in economic conditions or in financial markets; (b) general deterioration in or other

conditions generally affecting one or more of the industries engaged in by Buyer (except to the extent such deterioration is disproportionately

adverse to Buyer relative to other Persons in the industry, in which case, only the incremental disproportionate adverse effect may be

taken into account in determining whether a Buyer Material Adverse Effect has occurred); (c) acts of war (whether or not declared),

armed hostilities or terrorism, or the escalation or worsening thereof; (d) any natural or man-made disasters or acts of God; (e) the

existence, continuation or worsening of any epidemic, pandemic, disease outbreak, or other force majeure; (f) any changes in GAAP

or applicable Laws; (g) the announcement or pendency of any of the transactions contemplated by this Agreement or the other Transaction

Documents; or (h) compliance by Buyer with any obligation under the terms of this Agreement, other than as a result of a breach

by Buyer.

“Buyer Shares”

means 474,535 shares of common stock of Buyer, par value $0.0001 per share.

“CARES Act”

means the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136).

“Charter Documents”

means (a) the articles or certificate of incorporation and the bylaws of a corporation, (b) the partnership agreement and any

statement of partnership of a general partnership, (c) the limited partnership agreement and the certificate of limited partnership

of a limited partnership, (d) the limited liability company agreement, operating agreement or company agreement and the certificate

of formation or organization of a limited liability company, (e) the trust agreement and any documents that govern the formation

of a trust, (f) any other document adopted, filed or entered into in connection with the creation, formation, organization or operation

of a Person in any jurisdiction and (g) any amendment to any of the foregoing; provided that for Old VFD, “Charter Documents”

shall mean (i) the application for registration as a Registered Limited Liability Partnership with the name Knowles, Smith &

Associates LLP, filed with the NC Secretary of State on January 31, 2007, and all amendments to such registration; and (ii) that

certain Partnership Agreement of Knowles, Smith & Associates LLP, effective as of January 1, 2021, and all amendments thereto.

“Closing Cash”

means the aggregate amount of unrestricted cash and cash equivalents of Old VFD, Clinical Sub and Dental Services Organization (excluding,

for the avoidance of doubt, any Restricted Cash), in each case, as of immediately prior to the Closing, determined in accordance with

the Accounting Principles, net of the aggregate amount of all outstanding checks, pending wire transfers and drafts.

“Closing Indebtedness

Amount” means the aggregate amount of Indebtedness of the Seller Entities or the Business as of immediately prior to the Closing.

“Closing Repaid

Indebtedness” means all Indebtedness of the Seller Entities or the Business to be repaid at the Closing, as set forth on the

Closing Repaid Indebtedness Schedule.

“Closing Repaid

Indebtedness Amount” means the aggregate amount of Closing Repaid Indebtedness as of immediately prior to the Closing, as set

forth in the Closing Certificate and the Payoff Letters.

“Closing Transaction

Cost Amount” means the aggregate amount of unpaid Transaction Costs of the Seller Parties as of immediately prior to the Closing.

“Closing Working

Capital” means Working Capital as of 11:59 p.m. Central Time on the Closing Date.

“COBRA”

means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law.

“Code”

means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Confidential Information”

means any information (whether or not in written form and whether or not expressly designated as confidential) relating to the Business,

the Transferred Assets or the Assumed Liabilities, or to Seller or Dental Services Organization, including any information relating directly

or indirectly to the business, operations, financial affairs, performance, assets, technology, processes, products, contracts, customers,

vendors, personnel, consultants or plans of the Business, the Transferred Assets or the Assumed Liabilities, or of Seller or Dental Services

Organization (including any such information consisting of or otherwise relating to trade secrets, license or sublicense arrangements,

pricing, marketing or sales techniques or plans, financial information, projections, lists of customers or vendors, or integration planning

in respect of the transactions contemplated by this Agreement); provided that “Confidential Information” shall not

be deemed to include information that is or becomes publicly known, other than as a result of a breach of this Agreement or any other

Transaction Document.

“Consolidated EBITDA”

means, for any applicable measurement period, the consolidated earnings before the deduction of interest, taxes, depreciation, and amortization

of Old VFD, Dental Services Organization and Clinical Sub (and any subsidiaries thereof) for such period, determined in accordance with

the Accounting Principles; provided that any management or other fees or amounts paid by Old VFD, Dental Services Organization or Clinical

Sub (and any subsidiaries thereof) to Buyer or its Affiliates (other than Dental Services Organization) that would reduce such consolidated

earnings shall be added back to earnings on a dollar-for-dollar basis.

“Contract” means

any contract, plan, undertaking, arrangement, concession, understanding, agreement, agreement in principle, permit, instrument, license,

sublicense, lease, sublease, note, bond, indenture, deed of trust, mortgage or loan agreement, whether written or oral, and whether express

or implied.

“Data Laws”

means all applicable Laws and Governmental Orders issued by any Governmental Authority concerning the privacy, security, or Processing

of Personal Information (including Laws of jurisdictions where Personal Information was collected), including, as applicable, data breach

notification Laws, consumer protection Laws, Laws concerning requirements for website and mobile application privacy policies and practices,

Social Security number protection Laws, data security Laws, and Laws concerning email, text message, or telephone communications. Without

limiting the foregoing, Privacy Laws include: the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Telemarketing

and Consumer Fraud and Abuse Prevention Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the

Children’s Online Privacy Protection Act, the California Consumer Privacy Act of 2018, the Computer Fraud and Abuse Act, the Electronic

Communications Privacy Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Health Insurance Portability

and Accountability Act of 1996, as amended and supplemented by the Health Information Technology for Economic and Clinical Health Act

of the American Recovery and Reinvestment Act of 2009, the Gramm-Leach-Bliley Act, the Family Educational Rights and Privacy Act, the

General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016), and

all other similar international, federal, state, and local Laws.

“Data Room”

means the “Egnyte” electronic data room hosted by pH Partners, LLC made available to Buyer and its Affiliates and Representatives

by the Seller Parties or any of their respective Affiliates or Representatives in connection with the negotiation of this Agreement.

“Disclosure Schedules”

means the disclosure schedules delivered by the Seller Parties to Buyer concurrently with the execution and delivery of this Agreement.

“Employee Benefit

Plan” means (i) each “employee benefit plan” (as defined in Section 3(3) of ERISA), and (ii) each

other employment, consulting, individual contractor, severance, termination pay, separation pay, salary continuation, bonus, incentive,

retirement, supplemental retirement, excess benefit, pension, profit sharing, deferred compensation, tax gross-up, employee loan, retention,

transaction bonus, sale bonus, change in control bonus, profits interest, stock option, stock appreciation right, restricted stock, performance

stock, deferred stock, phantom equity or other equity or equity-based incentive, savings, life insurance, health, welfare, disability,

accident, medical, dental, vision, cafeteria, flex spending, adoption assistance, dependent assistance, employee assistance, tuition,

vacation, hospitalization, sickness, death, paid-time-off, fringe benefit or other employee compensation or employee benefit plan, contract,

program, agreement or arrangement of any kind, in each case whether written or unwritten and whether or not subject to ERISA, (a) that

is maintained, sponsored, contributed to or required to be contributed to by any Seller Entity or any ERISA Affiliate for any current

or former employee, officer, director or other individual service provider of any Seller Entity (or any dependent thereof) or (b) with

respect to which any Seller Entity has or could reasonably be expected to have any current or potential Liability (including any indirect

or successor Liability on account of any ERISA Affiliate).

“Environmental Laws” means

all Laws relating to or imposing Liability or standards of conduct concerning matters arising out of or relating to health and safety,

or pollution or protection of the environment, natural resources, or workplace, including any of the foregoing relating to the use, presence,

generation, transport, treatment, control, cleanup, storage, release, threatened release, or disposal of any harmful or deleterious substance

or Hazardous Materials.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate”

means any Person, trade or business that is or at any relevant time was considered a “single employer” with any Seller Entity

under Section 414(b), (c), (m) or (o) of the Code.

“Escrow Account”

means a bank account designated in writing by the Escrow Agent, into which the Escrow Amount will be deposited at the Closing.

“Escrow Agent”

means Acquiom Clearinghouse LLC.

“Escrow Agreement”

means the Escrow Agreement, to be dated as of the Closing Date, by and among Buyer, Seller, and the Escrow Agent.

“Escrow Amount” means

the sum of the Retention Escrow Amount, the Tax Escrow Amount, and the Adjustment Escrow Amount.

“Estimated Closing

Consideration” means an amount equal to (a) the Base Consideration, minus (b) the Rollover Amount, minus

(c) the excess, if any, of the Base Working Capital over the Closing Working Capital shown on the Closing Certificate, plus

(d) the excess, if any, of the Closing Working Capital shown on the Closing Certificate over the Base Working Capital, minus

(e) the Escrow Amount, minus (f) the Closing Indebtedness Amount shown on the Closing Certificate, minus (g) the

Closing Transaction Cost Amount shown on the Closing Certificate, plus (h) the Closing Cash shown on the Closing Certificate.

“Fair Market Value”

means the market price per share at which the applicable company’s common stock would change hands between a willing buyer and

a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of the relevant facts, as may

be evidenced by the market price of such common stock on the principal securities exchange on which it is traded, determined by reference

to the volume-weighted average trading price (“VWAP”) (or, if specified, the closing price) for the applicable period;

provided however, that with respect to Buyer, Fair Market Value means VWAP per share of Buyer’s publicly traded common stock,

calculated over a period of 20 consecutive trading days prior to the Effective Date or prior to the date of cancellation of Buyer Shares

pursuant to Article VIII, as applicable (the “VWAP Period”); provided, further that with respect to Buyer, VWAP

shall be determined as the sum of the daily dollar trading volume divided by the total number of shares traded over the VWAP Period,

as reported by Bloomberg L.P. (or, if unavailable, another mutually agreed, reputable financial data service), and the VWAP calculation

shall be adjusted to exclude the impact of stock splits, stock dividends, recapitalizations, or similar events occurring during the VWAP

Period. If trading in Buyer’s common stock is materially disrupted, suspended, or subject to unusual volatility or limited liquidity

during any portion of the VWAP Period, the Parties shall mutually agree in good faith on an alternative measurement period or methodology

intended to preserve the economic intent of this provision.

“Fraud”

means, with respect to any Party, actual or intentional fraud that involves a knowing and intentional misrepresentation of a material

fact with the intent to deceive and upon which the other Party relied. “Fraud” shall not include any claim for constructive

fraud, equitable fraud, promissory fraud, unfair dealings fraud or any fraud claim based on recklessness or negligence, and shall not

include any claim based on tortious fraud.

“Fundamental Representations”

means the Healthcare Representations, the Tax Representations, and the representations and warranties set forth in Section 4.01

(Organization and Qualification), Section 4.02 (Authority; Enforceability), Section 4.03(a) and (b) (Noncontravention),

Section 4.05 (Brokers’ Fees), Section 4.11(a) (Title to Transferred Assets), Section 4.19

(Related Party Transactions), and Section 4.27 (Capitalization), Section 5.01 (Authority; Enforceability),

Section 5.02(a) and (b) (Noncontravention), Section 5.04 (Brokers’ Fees), Section 6.01

(Organization), Section 6.02 (Authority; Enforceability), Section 6.03 (Noncontravention) and Section 6.05

(Brokers’ Fees).

“GAAP” means

United States generally accepted accounting principles in effect from time to time, as historically applied by Old VFD.

“Governmental Authority” means

any (a) government, (b) governmental or quasi-governmental authority of any nature (including any governmental agency, branch,

department, official or entity and any court or other tribunal) or (c) body exercising, or entitled to exercise, any administrative,

executive, judicial, legislative, police, regulatory or Taxing Authority or power of any nature, in the case of any of clause (a) through

“Governmental Order” means

any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Materials” means

any (a) material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case,

whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, a pollutant or contaminant, or words of similar

import or regulatory effect under Environmental Laws or any of the foregoing to which Liability or standards of conduct may be imposed,

or which requires or may require investigation, under any Environmental Laws, and (b) petroleum or petroleum-derived products, radon,

radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, medical

waste, biohazardous waste, microbial matter, biological toxins, toxic mold, per- and polyfluoroalkyl substances, and polychlorinated

biphenyls.

“Healthcare Information

Laws” shall mean the (a) Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191), including

the HIPAA Omnibus Final Rule; (b) the Health Information Technology for Economic and Clinical Health Act (Title XIII of the American

Recovery and Reinvestment Act of 2009); and (c) any state and local Laws regulating the privacy or security of protected health

information, including state Laws providing for notification of breach of privacy or security of protected health information, in each

case with respect to the Laws described in clauses (a), (b) and (c) of this definition, as the same may be amended, modified

or supplemented from time to time, any successor Laws thereto, and all rules or regulations promulgated from time to time thereunder.

“Healthcare Laws”

shall mean all Laws and Governmental Orders (including the rules and regulations promulgated under any such Laws or Governmental

Orders) relating to health care providers and facilities, participation in Third Party Payor Programs, the practice of dentistry, institutional

and professional licensure, facility licensure, certificates of need, pharmacology and the securing, administering and dispensing of

drugs, devices, medicines and controlled substances, medical documentation and clinical orders, medical record retention, unprofessional

conduct, fee-splitting, referrals, billing and submission of false or fraudulent claims, claims processing, quality, safety, medical

necessity, medical privacy and security, patient confidentiality and informed consent, the hiring of employees or acquisition of services

or supplies from Persons excluded from participation in Third Party Payor Programs, medical waste, accreditation standards, standards

of care, quality assurance, risk management, utilization review, peer review, mandated reporting of incidents, occurrences, diseases

and events, advertising or marketing of health care services, out of network claims, and the enforceability of restrictive covenants

on health care providers, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); Sections 1320a-7 and 1320a-7a of

Title 42 of the United States Code, the Physician Self-Referral Law, commonly known as the “Stark Law” (42 U.S.C. §§

1395nn and 1396b); the civil False Claims Act (31 U.S.C. §3729 et seq.); the Federal Criminal False Claims Act (18 U.S.C. §

287); the False Statements Relating to Health Care Matters law (18 U.S.C. § 1035); Health Care Fraud (18 U.S.C. § 1347); Medicare

(Title XVIII of the Social Security Act); Medicaid (Title XIX of the Social Security Act) as well as comparable state Medicaid Laws;

TRICARE (10 U.S.C. § 1071 et seq.); the Emergency Medical Treatment and Labor Act (42 U.S.C. § 1395dd); the Clinical Laboratory

Improvement Act (42 U.S.C. § 263a, et seq.); the Confidentiality of Alcohol and Drug Abuse Patient Records Act (42 U.S.C. §

290ee-3, et seq.); the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (P.L. 108-173, 117 Stat. 2066);

the Food, Drug and Cosmetic Act of 1938 (21 U.S.C. § 301, et seq.); the Prescription Drug Marketing Act of 1987 (P.L. 100-293,

102 Stat. 95); the Deficit Reduction Act of 2005 (P.L. 109-171, 120 Stat. 4); the Controlled Substances Act (21 U.S.C. § 801, et

seq.); and the Travel Act (18 U.S.C. § 1952), in the case of each of the foregoing, as amended from time to time.

“Healthcare Provider”

means any dentist, dental hygienist, or any other Person who is required by Law to be licensed, registered or certified, and who is engaged

by a Seller Entity to provide services as an independent contractor or employee of any Seller Entity.

“Healthcare Representation

Cap” means $5,865,000.

“Healthcare Representations”

means the representations and warranties set forth in Section 4.20 (Regulatory Compliance) and Section 4.21 (Reimbursement

Programs).

“Indebtedness”

means, subject to Section 2.03(c), at a particular time, with respect to the Seller Entities or the Business, without duplication,

(a) any indebtedness for borrowed money or issued in substitution or exchange for indebtedness for borrowed money, whether current,

secured or unsecured, (b) any indebtedness evidenced by any note, bond, debenture or other debt security (including letters of credit,

performance, payment, bid or surety bonds, or substantially similar obligations, in each case, to the extent drawn), (c) any commitment

by which any Seller Entity or the Business assures a creditor against loss (including contingent reimbursement obligations with respect

to letters of credit), (d) any indebtedness guaranteed in any manner (including guaranties in the form of an agreement to repurchase

or reimburse) by any Seller Entity or the Business, (e) all amounts owing or due under, including any premiums, penalties, termination

fees, expenses or breakage costs due upon prepayment of, any interest rate and foreign exchange hedging arrangements upon termination,

novation or any assignment and assumption of such arrangements at Closing, (f) any obligations under finance (capital) leases (excluding

real property and operating leases), contingent or otherwise, whether as obligor, guarantor or otherwise, or with respect to which obligations

a Seller Entity or the Business assures a creditor against loss, (g) the aggregate amount of (i) any deferred compensation

or defined contribution plan Liabilities and any Liabilities (including withdrawal Liabilities) in connection with defined benefit pension,

multiemployer pension, post-retirement health, welfare benefit and annual or other deferred or long-term compensation obligations, whether

or not accrued, (ii) any severance obligations or post-employment benefit obligations owed or payable to any employee, officer,

director, independent contractor or other service provider whose employment or service with a Seller Entity or the Business has been

terminated on or prior to the Closing, (iii) any salary, commission, bonus or similar payments unpaid or payable as of the Closing,

whether or not accrued (but excluding the portion of such amounts that are attributable to any period following the Closing, such as

salary or wages with respect to the period after closing until the next pay date), (iv) any accrued and unpaid vacation, floating

holiday, sick pay or other paid time off obligations and (v) the employer portion of any employment, payroll, and similar Taxes

or other statutorily required payments or any gross-up of any Taxes payable with respect to any of the foregoing, (h) any indebtedness

secured by a Lien on any assets of the Business or a Seller Entity, (i) any gift certificates, unpaid patient credits or refunds

or any deferred revenue or patient deposits or prepaid services, (j) any indebtedness for the deferred purchase price of property

or services with respect to which any Seller Entity or the Business is liable, contingently or otherwise, as obligor or otherwise (other

than trade accounts payable and other current liabilities incurred in the Ordinary Course of Business and included in the calculation

of Closing Working Capital, that are not past due), including any equipment loans, contingent payments, earn-outs, indemnities and notes

payable with respect to the acquisition of any business, assets or securities, (k) any Pre-Closing Income Taxes that are unpaid

as of immediately prior to the Closing (excluding any amounts funded into the Tax Escrow Amount), (l) any dividends or distributions

payable or declared but not yet paid, (m) cash overdrafts or past-due payables, (n) the value of all pre-paid patient services

not fulfilled as of the Closing Date; (o) all Accounts Receivable credit balances; and (p) any interest accrued prior to or

on the Closing Date in respect of any of the obligations described in the foregoing clauses (a) through (o) of this definition

and all premiums, penalties, charges, fees, expenses and other amounts that are or would be due (including with respect to early termination)

in connection with the payment and satisfaction in full of such obligations and the termination of all related Liens; provided, however,

that Indebtedness excludes CARES Act employee retention tax credit (ERC) contingent liabilities in the amount of $2,126,513.00 (the “ERC

Liabilities”).

“Indemnified Party” means

either a Buyer Indemnified Party or a Seller Indemnified Party, as applicable.

“Indemnified Taxes”

means, without duplication, (a) all Taxes of any Seller Entity for any Pre-Closing Tax Period (with any Straddle Period determined

in accordance with Section 7.14(b)), including, for the avoidance of doubt, (i) any Taxes imposed pursuant to Section 1374

of the Code and any similar provision of state, local, or non-U.S. law relating to Old VFD’s classification as a C corporation

prior to the Closing Date and (ii) any Taxes of any Seller Entity required to be taken into account after the Closing Date pursuant

to Section 481 of the Code (or any similar provision of applicable Law) or otherwise as a result of a change in, or the use of an

improper, method of accounting, in each case to the extent such change or method relates to any Pre-Closing Tax Period, (b) all

Taxes of Seller or any Beneficial Owner for any taxable period, (c) the employer’s share of all employment, payroll and similar

Taxes of the Seller Entities incurred in connection with the Transactions and economically borne by Seller, (d) all Taxes of any

other Person imposed on any Seller Entity pursuant to Treasury Regulation Section 1.1502-6 or any analogous state, local or non-U.S.

Law or regulation, by reason of such Person having been a member of any Affiliated Group on or prior to the Closing Date, (e) any

Taxes arising from or attributable to the disallowance, reduction or recapture of any Tax credits (including employee retention Tax credits)

claimed by any Seller Entity for any Pre-Closing Tax Period, and (f) any Taxes of any other Person imposed on any Seller Entity

pursuant to any contractual agreement entered into on or before the Closing Date or as a transferee or successor, pursuant to any withholding

obligation incurred prior to Closing or otherwise as a result of any transaction occurring on or before the Closing Date, together with

any reasonable costs and expenses (including professional fees) incurred in connection with the determination, assessment, collection

or contest of any of the foregoing, and in each case excluding any amounts already included in Indebtedness or Transaction Costs or otherwise

taken into account in determining the Purchase Price hereunder.

“Indemnifying Party” means

any Person providing indemnification pursuant to the provisions of Article VIII.

“Intellectual Property” means,

in any and all jurisdictions throughout the world, all intellectual property, industrial and proprietary rights of any kind, including

those arising from or in respect of the following, whether protected, created or arising under any Law, and all worldwide common law

or statutory rights therein, arising therefrom, or associated therewith: (a) issued patents, patent applications (including originals,

provisionals, nonprovisionals, divisionals, continuations, continuations-in-part, extensions, reexaminations and reissues thereof), patent

disclosures, inventions and invention disclosures (whether or not patentable or reduced to practice); (b) trademarks, service marks,

trade dress, trade names, corporate names, logos and slogans (and all translations, transliterations, adaptations, derivations and combinations

of the foregoing) and other identifiers of source of a like nature, whether registered or owned under common law, including all social

media accounts, usernames and other digital identifiers, together with all goodwill associated with each of the foregoing (collectively,

“Trademarks”); (c) domain name registrations, uniform resource locators and other names and locators associated

with the Internet (“Domain Names”); (d) copyrights and copyrightable works, including all original works of authorship;

(e) rights in data (including customer data, product data, financial data and Personal Information), databases and other business

information in any format or medium; (f) trade secrets and other rights in confidential information, including rights in specifications,

formulas, prototypes, pricing models, bid costing protocols, customer lists, databases, data and customer records, reports, software

development or product development methodologies, technical information, proprietary business information, process technology, plans

(including marketing and business plans), drawings, blue prints, sketches, models, inventions and know-how (whether patentable or unpatentable

and whether or not reduced to practice) (collectively, “Trade Secrets”); (g) rights in software (including source

and object code; (h) all registrations and applications for any of the foregoing and any renewals or extensions thereof; and (i) the

right to bring any cause of action related to past, present, or future infringement, misappropriation, or violation of the foregoing.

“Intellectual Property

Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants

not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration),

whether written or oral, (a) relating to any Seller Intellectual Property, or (b) otherwise affecting the ability of the Business

to use or disclose any Seller Intellectual Property, in each case, to which a Seller Entity is a party or beneficiary or by which any

Seller Entity or the Business is otherwise bound.

“Intellectual Property

Assets” means all Intellectual Property that is owned by any Seller Entity (including, for the avoidance of doubt, all

Intellectual Property Registrations, Seller Data and Seller Names). Notwithstanding anything to the contrary, each Beneficial Owner retains

all rights to his name, including to use and/or license his name as he sees fit, other than in competition with the Business.

“Intellectual Property

Registrations” means all Intellectual Property Assets that are subject to any issuance, registration, application or other

filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including any renewals or extensions

thereof, registered Trademarks and copyrights, issued and reissued patents and pending applications for any of the foregoing, any Domain

Names, and any social media accounts, usernames and other digital identifiers.

“Inventory”

means all goods, merchandise, raw materials, parts, components, supplies, packing and shipping materials, work-in-process and finished

products, including without limitation such inventory as is temporarily out of the Seller Parties’ custody or possession or in

transit and including any returned goods.

“IRS”

means the U.S. Internal Revenue Service.

“Knowledge of Seller”

or “Seller’s Knowledge” means the actual knowledge of the Beneficial Owners and Virginia Jones,

and the knowledge that would have been obtained by such Persons from reasonable inquiry of Old VFD’s books, records and applicable

personnel.

“Law”

means all laws (including common law), statutes, rules, regulations, codes, injunctions, decrees, binding judgments, arbitration awards,

orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United

States, any foreign country or any domestic or foreign state, county, city or other political subdivision, or of any other Governmental

Authority, including, for the avoidance of doubt, the Healthcare Laws.

“Liabilities” means

all liabilities, obligations or commitments of any nature whatsoever, whether under Law, Contract or otherwise, asserted or unasserted,

direct or indirect, known or unknown, absolute or contingent, liquidated or unliquidated, accrued or unaccrued, matured or unmatured

or otherwise.

“Lien”

means any security interest, pledge, license, bailment (in the nature of a pledge or for purposes of security), mortgage, deed of trust,

option, warrant, purchase right, commitment, right of first refusal, grant of a power to confess judgment, conditional sale and title

retention agreement (including any lease in the nature thereof), charge, third-party claim, demand, equity, security title, lien, encumbrance,

restriction or other similar arrangement or interest in real or personal property.

“Losses” means

(i) all losses, claims, Liabilities, damages, Taxes, deficiencies, costs and expenses, including reasonable attorneys’ and

consultants’ fees and expenses (including with respect to a Third-Party Claim or a claim solely between or among the Parties) and

all amounts incurred and paid in investigation, defense or settlement of, and of pursuing any insurance providers with respect to, any

of the foregoing (including with respect to any Action alleging facts that, if true, would be a breach under this Agreement), less (ii) all

amounts recovered under any insurance policies; provided, that Losses shall not include special damages, punitive damages, or exemplary

damages except to the extent such damages are actually awarded to a third party with respect to a Third-Party Claim.

“Management Services

Agreement” has the meaning set forth in Section 7.18.

“Material Adverse

Effect” means, with respect to the Seller Parties or the Business, any change, occurrence, event, development, circumstance,

condition, violation, inaccuracy, breach, default, failure to comply, change in circumstance, loss, effect, fact, agreement, arrangement,

commitment, understanding or obligations which, as a result of the occurrence or existence thereof, individually or in the aggregate

with others, has had, or would reasonably be expected to have, without regard to duration or persistence, a material adverse effect on

(a) the business, operations, customer, vendor or employee relationships, results of operations, Liabilities, properties, assets

or condition (financial or otherwise) of the Seller Entities or the Business, or (b) the ability of any Seller Party to perform

its obligations under any Transaction Documents in a timely manner; provided, however, that Material Adverse Effect shall not

include any change, occurrence, event, development, circumstance, condition, violation, inaccuracy, breach, default, failure to comply,

change in circumstance, loss, effect, fact, agreement, arrangement, commitment, understanding or obligations as and to the extent such

change, occurrence, event, development, circumstance, condition, violation, inaccuracy, breach, default, failure to comply, change in

circumstance, loss, effect, fact, agreement, arrangement, commitment, understanding or obligations result from: (a) general deterioration

in economic conditions or in financial markets; (b) general deterioration in or other conditions generally affecting one or more

of the industries engaged in by the Seller Parties or the Business (except to the extent such deterioration is disproportionately adverse

to the Seller Parties or the Business relative to other Persons in the industry, in which case, only the incremental disproportionate

adverse effect may be taken into account in determining whether a Material Adverse Effect has occurred); (c) acts of war (whether

or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (d) any natural or man-made disasters

or acts of God; (e) the existence, continuation or worsening of any epidemic, pandemic, disease outbreak, or other force majeure;

(f) any changes in GAAP or applicable Laws; (g) the announcement or pendency of any of the transactions contemplated by this

Agreement or the other Transaction Documents; or (h) compliance by the Seller Parties with any obligation under the terms of this

Agreement, other than as a result of a breach by Seller Parties.

“Non-Economic Interests”

means equity interests that confer no rights to distributions, profits, losses, or liquidation proceeds.

“Off-the-Shelf Software”

means software that is generally commercially available and is mass-marketed pursuant to a standard and unmodified form click-wrap or

shrink-wrap agreement.

“Ordinary Course

of Business” means the ordinary course of business of the Business consistent with past custom and practice (including with

respect to quantity and frequency).

“Paycheck Protection

Program” means the Paycheck Protection Program established by the CARES Act.

“Payor”

means any insurer, health maintenance organization, third party administrator, employer, union, trust, governmental program (including

any Third Party Payor Program), or other consumer or customer of health care services that has authorized any of the Seller Entities

or any of their Subsidiaries as a provider of health care items, services and goods to the members, beneficiaries, participants or the

like, thereof or to whom any Seller Entity or any of its Subsidiaries has submitted a claim for items, services or goods.

“Payor Agreements”

means any Contract with a Payor, including a health care service plan, for the rendering of professional dental services or other health

care services.

“Permits” means

all licenses, permits, franchises, approvals, decisions, authorizations, qualifications, clearances, registrations, notifications, waivers,

exemptions, certificates of need, accreditations, certifications, declarations, participation agreements, consents or orders of, bonds

required by, or filings with, any Governmental Authority necessary to carry on or conduct the Business or for reimbursement of services.

“Person” means

an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization,

a Governmental Authority or another entity.

“Personal Information”

means information in any medium that alone or in combination with other information allows the identification of an individual person,

device, or household, including web tracking data, device identifiers, and similar data associated with any of the foregoing, in each

case solely to the extent that such data is regulated as “personal data,” “personal information,” “protected

health information,” or any similar term under applicable Data Laws. This does not include de-identified, aggregated, anonymized,

or publicly available information, to the extent such information is not regulated as “personal data,” “personal information,”

“protected health information,” or any similar term under applicable Data Laws. This also does not include the name, title

or business address or telephone number of an employee.

“PLR”

means a private letter ruling request from the IRS that is currently in process, which request relates to Old VFD’s qualification

as an S corporation for federal income tax purposes.

“Post-Closing Tax

Period” means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after

the Closing Date.

“PPP Loans”

means any loan or loans obtained by Old VFD under the Paycheck Protection Program established by the CARES Act and administered by the

U.S. Small Business Administration.

“Pre-Closing Income

Taxes” means accrued but unpaid income Taxes of Seller Entities.

“Pre-Closing Tax

Period” means a taxable period ending on or prior to the Closing Date and the portion of any Straddle Period ending on

and including the Closing Date.

“Pro Rata Percentage”

means, with respect to each Beneficial Owner, the percentage set forth opposite such Beneficial Owner’s name under the heading

“Pro Rata Percentage” on the Closing Certificate.

“Processing”

means any operation or set of operations that is performed upon Personal Information or other Seller Data, whether or not by automatic

means, such as receipt, collection, recording, organization, storage, handling, adaptation or alteration, retrieval, consultation, use,

transfer, sharing, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure

or destruction.

“Provider Agreements”

means any Contract between a Seller Entity and a Healthcare Provider.

“Provider Relief

Fund” means the Public Health and Social Services Emergency Fund, as appropriated in Public Law 116-136 or Public Law 116-139.

“Qualified Benefit

Plan” means each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code.

“R&W Cap”

means an amount equal to 50% of the retention under the R&W Policy, as adjusted pursuant to Section 8.05(a)(iii).

“R&W Insurer”

means an insurer reasonably acceptable to Buyer and Seller.

“R&W Policy”

has the meaning set forth in Section 7.17.

“Related Party”

means (a) each Seller Party, (b) any current officer, director, manager, member, equityholder or Affiliate of any Seller Party,

and (c) any Associate of any such Person in the foregoing clause (a) or clause (b).

“Release”

means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing

of, any Hazardous Material into the environment.

“Representative”

means, with respect to any Person, such Person’s officers and directors (or persons holding comparable positions), employees, consultants,

independent contractors, subcontractors, leased employees, volunteers, temporary workers, equityholders, accountants, advisors, legal

and other representatives, agents, executors, heirs, successors and permitted assigns.

“Restricted Cash”

means any (a) cash that is subject to restrictions, limitations or Taxes on use or repatriation to the United States or distribution

by Law, Contract or otherwise, including restrictions on dividends and repatriations or any other form of restriction, (b) customer,

client or patient deposits or other cash a Seller Entity has received from a customer, client or patient with respect to which there

remains a performance obligation or (c) security or other deposits with third parties.

“Restricted Event”

means any (a) declaration or payment of any dividends or distributions on or in respect of a Seller Entity’s equity or redemption,

purchase or acquisition of a Seller Entity’s equity, other than distributions to the Beneficial Owners in amounts reasonably necessary

to enable such Beneficial Owners to satisfy their income Tax obligations arising from the ownership of equity interests in any Seller

Entity (“Tax Distributions”); (b) change in any method of accounting or accounting practice for the Business, except

as required by GAAP or as disclosed in the notes to the Financial Statements; (c) change in cash management practices and policies,

practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable,

accrual of Accounts Receivable, Inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses,

deferral of revenue and acceptance of customer deposits; (d) termination or receipt of notice of termination of any Permit; (e) entry

into any Contract by a Seller Entity or acceleration, termination, modification to or cancellation of any Contract of a Seller Entity,

in each case, that would constitute a Material Contract; (f) incurrence, assumption or guarantee of any Indebtedness by a Seller

Entity other than unsecured obligations incurred in the Ordinary Course of Business and not otherwise material; (g) transfer, assignment,

sale or other disposition of any of the assets shown or reflected in the Latest Balance Sheet, except for the sale of Inventory in the

Ordinary Course of Business; (h) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting

the Transferred Assets, other than routine write-offs of uncollectible accounts in the Ordinary Course of Business; (i) transfer,

assignment, lapse, abandonment or grant of any license or sublicense of any rights under or with respect to any of the Seller Intellectual

Property or Intellectual Property Agreements; (j) material damage, destruction or loss, or any material interruption in use, of

any of the Transferred Assets, whether or not covered by insurance; (k) making or committing to make any capital expenditures in

excess of $75,000 in the aggregate, other than capital expenditures set forth on Schedule 1.1(k); (l) incurring or suffering

any Lien other than a Permitted Lien on any Transferred Asset; (m) adopting, amending, or terminating any Employee Benefit Plan

(or any arrangement that would be an Employee Benefit Plan if in effect on the date hereof) other than (i) as required by applicable

Law or (ii) the entry into offer letters or employment agreements on the applicable Seller Entity’s standard form of offer

letter or employment agreement made available to Buyer, (n) except as required by applicable Law or the terms of the applicable

Employee Benefit Plan, (i) taking any action to accelerate the vesting of, or payment of, any payment or benefit under any Employee

Benefit Plan or (ii) causing the funding or in any other way securing the payment or benefits under any Employee Benefit Plan; (o) entering

into any severance, termination pay, retention or change in control Contract, written or oral, or modifying the terms of or terminating

any such existing Contract, or entering into any collective bargaining agreement or relationship (in each case of this clause (o), other

than as required by applicable Law), (p) granting any increase in the compensation or benefits of any current or former employee,

officer, director, retiree, individual contractor or consultant of a Seller Entity (other than (i) as required by applicable Law

or the terms of the applicable Employee Benefit Plan or (ii) increases in the ordinary course of business in base salary or hourly

wages, as applicable, and cash bonus opportunities, in each case of this clause (ii), for individual service providers whose annual compensation

does not exceed $70,000, provided that no employee or other individual service provider receives an increase in excess of 3.00% and such

increases are not material in the aggregate), (q) except as required by the terms of any Employee Benefit Plan or applicable Law,

making any payment of or agreeing to become obligated to pay any bonus, commission, severance or change of control payments to any current

or former employee, officer, director, retiree, individual contractor or consultant of a Seller Entity; (r) hiring or firing any

current or former employees, officers, directors, individual contractors or consultants of any Seller Entity, other than (i) a termination

due to “cause,” (ii) terminations at the expiration of their employment or engagement period and (iii) hiring employees

in the ordinary course of business to fill a vacancy, provided that such employee’s annual base salary does not exceed $70,000;

(s) authorizing, issuing, selling or otherwise disposing of any equity or equity-based interests of any Seller Entity or the Business,

or granting any options, warrants, phantom interest, profits interests or other rights to purchase or obtain (including upon conversion,

exchange or exercise) any equity interests, or modifying or amending any right of any holder of any such interests; (t) incurring

or suffering any material labor dispute or disturbance; (u) loaning any amount to (or forgiving of any loan to) any current or former

directors, officers, employees or service providers of any Seller Entity; (v) failing to timely pay any supplier or other creditor

any material undisputed amount, delaying payment of accounts payable outside the Ordinary Course of Business or otherwise deferring expenses;

(w) adoption by any Seller Entity of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing by

any Seller Entity of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent by a Seller Entity to

the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to

own, use or lease any property or assets in connection with the Business for an amount in excess of $75,000, in the aggregate (or, in

the case of a lease, for the entire term of the lease, not including any option term), except for purchases of Inventory or supplies

in the Ordinary Course of Business; or (y) entering into a Contract or making a binding commitment to do any of the foregoing. Notwithstanding

the foregoing, “Restricted Event” shall not include any action taken by a Seller Entity that is (I) expressly

required or contemplated by this Agreement or the other Transaction Documents, (II) taken with the prior written consent of Buyer,

or (III) reasonably necessary to respond to an emergency or other exigent circumstance to protect the health, safety or welfare

of any Person or to prevent material damage to any Transferred Asset, provided that Seller shall notify Buyer of any such action as promptly

as practicable.

“Retention Escrow

Amount” means an amount equal to 50% of the retention under the R&W Policy.

“Retention Escrow

Release Date” means the date that is twelve (12) months after the Closing Date.

“Rollover Amount”

means $9,200,000.

“S corporation”

means an “S corporation” as defined in Section 1361(a) of the Code and any corresponding or similar provision of

applicable state, local and foreign income Tax Law.

“Security Incident”

means (a) any unauthorized access to, or acquisition of, Personal Information that compromises the security, confidentiality, or

integrity of such Personal Information and that triggers notification obligations to affected individuals or any Governmental Authority

under applicable Data Laws, or (b) any material breach of the security of the Systems caused by a malicious act or security vulnerability

that results in the unauthorized access to or exfiltration of Personal Information or that causes a material disruption to the operation

of the Business; provided that “Security Incident” shall not include (i) unsuccessful attempts to penetrate computer

networks or Systems, (ii) immaterial incidents that do not result in unauthorized access to or acquisition of Personal Information,

(iii) pings, port scans, unsuccessful log-in attempts, denial of service attacks that do not result in a material interruption to

the Business, interception of encrypted data where the decryption key is not compromised, phishing emails that are not acted upon, or

similar events that are contained, remediated or otherwise do not result in any unauthorized access to, or acquisition of, Personal Information,

or (iv) the good faith, unintentional access to or acquisition of Personal Information by an employee or agent of a Seller Entity

for a legitimate business purpose, so long as such Personal Information is not used improperly or further disclosed.

“Seller Data”

means all data, information or database of data or information, in any format or medium, including confidential information, Personal

Information, customer and product data and financial data, in the possession, custody or control of a Seller Entity, or otherwise held

or subject to Processing on a Seller Entity’s behalf or in the conduct of the Business, or otherwise necessary for the conduct

of the Business.

“Seller Entity”

means each of Seller, Old VFD, Clinical Sub, and Dental Services Organization (collectively, the “Seller Entities”).

Notwithstanding the foregoing or anything else in this Agreement to the contrary, (a) Old VFD and Clinical Sub are independent professional

entities that are not controlled by, and do not constitute Subsidiaries or divisions of, Dental Services Organization or Buyer, (b) neither

Dental Services Organization nor Buyer shall have any right to direct, control or supervise the clinical, professional or patient care

decisions, activities or judgment of Old VFD, Clinical Sub or any Healthcare Provider, and (c) all clinical, professional and patient

care decisions shall be made solely by licensed dentists in their professional discretion in accordance with applicable Laws and professional

standards.

“Seller Intellectual

Property” means all (a) Intellectual Property Assets, and (b) any other Intellectual Property used in or held for

use in the conduct of the Business as currently conducted.

“Seller Names”

means all (a) corporate or other entity names, assumed names, fictitious names, trade names or other similar names used by the Seller

Entities or used in the Business up to the Closing or otherwise contained in any of the Transferred Assets, (b) Trademarks contained

in any Intellectual Property Assets, and (c) any and any other word, expression or identifier of source confusingly similar thereto

or constituting a derivative, abbreviation, or extension thereof, provided that such thing(s) are used in an externally facing way

in the Business, including without limitation, use in connection with patient communications, provider directories, marketing, signage,

digital media and regulatory filings.

“Seller Parties”

means (i) prior to and as of the Closing, Seller, Old VFD, Clinical Sub, Dental Services Organization and the Beneficial Owners,

collectively, and (ii) after the Closing, Seller, Old VFD, Clinical Sub and the Beneficial Owners, collectively (the Persons listed

in this clause (ii) are sometimes referred to herein as the “Post-Closing Seller Parties”).

“Seller Securities”

means all of the outstanding equity securities of the Seller Entities.

“Senior Creditors”

has the meaning set forth in Section2.05(i).

“Senior Debt”

means all indebtedness of or guaranteed by Buyer or its affiliates for money borrowed or other obligations which are now, or may hereafter

be, owed to any bank, commercial finance company, factoring company, insurance company, or other institution whose lending activities

are regulated by law.

“Straddle Period”

means a taxable period beginning on or prior to the Closing Date and ending after the Closing Date.

“Subsidiary”

means, with respect to any Person, any corporation, partnership, association or other business entity of which, if a (a) corporation,

a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the

election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one

or more of the other Subsidiaries of that Person or a combination thereof or (b) partnership, limited liability company or other

business entity, a majority of the partnership, limited liability company or other similar ownership interest thereof is at the time

owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination

thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability

company or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company or

other business entity gains or losses or shall be or control the managing director, board of managers, managing member or general partner

of such partnership, limited liability company or other business entity.

“Subsidiary Entity”

means each of Old VFD, Clinical Sub, and Dental Services Organization (collectively, the “Subsidiary Entities”).

“Systems”

means the information technology assets, computer systems, devices, mobile devices, equipment, software, hardware (whether general or

special purpose), servers, networks, telecommunications capabilities (including all voice, data and video networks), peripheral IT equipment

(including printers, scanners, routers, switches and removable media), platforms and other similar or related systems or services (including

any related documentation, manuals, and training materials) that are owned, purportedly owned, used by or held for use by the Seller

Entities or the Healthcare Providers or relied on in the conduct of the Business.

“Tax” means

(a) any federal, state, local or foreign taxes, charges, fees, fines, customs, duties, imposts, levies or other similar assessments

or Liabilities in the nature of a tax and imposed by a Governmental Authority (including income, receipts, ad valorem, value added, excise,

real or personal property, sales, occupation, service, stamp, transfer, registration, natural resources, severance, premium, windfall

or excess profits, environmental, customs duties, use, licensing, healthcare, escheat or unclaimed property (in each case whether treated

as a tax under local Law), withholding, employment, social security, unemployment, disability, payroll, goods and services, share, capital,

surplus, alternative, minimum, add-on minimum, estimated, and franchise taxes), whether computed on a separate, consolidated, unitary

or combined basis or in any other manner, and includes any interest, fines, penalties, assessments, deficiencies or additions thereto,

in each case whether contested or not, (b) any and all Liabilities for amounts described in the foregoing clause (a) imposed

as a result of being a member of an affiliated, consolidated, combined or unitary group as a result of Treasury Regulations Section 1.1502-6

(or any similar provision of state, local or foreign Law), and (c) any and all Liability for amounts described in the foregoing

clauses (a) or (b) of any Person payable as a transferee or successor, by Contract, or pursuant to any other applicable Law,

rule or regulation.

“Tax Escrow Amount”

means an amount equal to [***].

“Tax Escrow Losses”

means Old VFD’s (and Seller’s) exposure with respect to corporate income tax associated with the Transactions, in the event

Old VFD is not granted relief by the IRS pursuant to the PLR.

“Tax Escrow Release

Date” means the date five (5) Business Days following the earliest of (i) Old VFD receives notice that the IRS grants

the PLR; (ii) the date Old VFD receives notice that the IRS denies the PLR; and (iii) the date Old VFD withdraws the PLR.

“Tax Representations”

means (a) the representations and warranties set forth in Section 4.18 (Taxes) and (b) the representations and

warranties set forth in Section 4.16 (Employee Benefit Matters), in the case of clause (b) solely to the extent they

relate to (i) the withholding and remittance of employment, payroll and similar Taxes, (ii) compliance with Section 409A

of the Code and any similar provision of state, local or non-U.S. Law, and (iii) any Taxes, including any excise Taxes, arising

under applicable employee benefit or employment Laws.

“Tax Purchase Price”

means, for U.S. federal and applicable state and local income Tax purposes, the portion of the consideration treated as purchase price

for the assets of Dental Services Organization, consisting of the cash consideration (other than any amounts treated for such purposes

as debt), the Closing Buyer Shares, liability relief and any other amounts required to be treated as taxable sale consideration for federal

income tax purposes.

“Tax Return”

means any federal, state, local, foreign or other applicable return, declaration, estimated return, report, claim for refund, information

return or statement or other document (including any amendment thereto and any related or supporting schedules, statements or information)

with respect to any Tax required to be filed with any Taxing Authority in connection with the determination, assessment or collection

of any Tax of any party or the administration of any Laws, regulations or administrative requirements relating to any Tax.

“Tax Sharing Agreement”

means a Contract, entered into outside the ordinary course of business and a principal purpose of which is the sharing or allocation

of, or indemnification for, Taxes.

“Taxing Authority”

means any Governmental Authority having jurisdiction with respect to any Tax.

“Third Party Payor

Programs” means all third party Payor programs, including Medicare, Medicaid, TRICARE, workers compensation, or any other federal

or state health care programs, as well as Blue Cross Blue Shield, managed care plans, accountable care organizations and similar arrangements,

or any other private insurance program or administered self-funded employer or union plans.

“Transaction Costs”

means, subject to Section 2.03(c), any and all (a) fees, costs and expenses (including Representatives’, consulting,

legal, accounting, broker’s, investment bankers’ and finder’s fees and expenses) accrued or incurred by or on behalf

of any Seller Party in connection with the Transactions or the planning, structuring, negotiating or consummation of the Transactions

or any related or alternative transactions, (b) severance (including “double trigger” severance), termination or similar

payments or benefits, change of control payments, bonuses or benefits and any transaction, retention, deferred compensation, termination,

phantom interest, loan forgiveness, or similar payments or benefits, in each case, in whole or in part, payable, triggered by, accelerating,

accruing or arising as a result of the Transactions (whether alone or in connection with any other event, including the passage of time),

and the employer portion of any employment, payroll, and similar Taxes or other statutorily required payments or any gross-up of any

Taxes payable in connection with any of the foregoing or in connection with the payment and vesting of any equity and equity-based incentives

or any other compensatory amounts, (c) amounts paid in connection with obtaining any consents of Governmental Authorities or third

parties in connection with the Transactions, (d) all of the fees, expenses and costs associated with the Runoff Policies, (e) one-half

of all of the fees, premiums, expenses and costs associated with the R&W Policy and R&W Insurer, and (f) any Transfer Taxes

that are the responsibility of any Seller Party pursuant to Section 7.09.

“Transaction Documents” means

(a) this Agreement, (b) the Release Agreement, (c) the Escrow Agreement, and (d) the certificates delivered at Closing

pursuant to Section 3.02(a)(vi) and Section 3.02(b)(vi).

“Transferred Assets”

has the meaning set forth in the Asset Transfer Agreement.

“Transactions”

means the transactions contemplated hereby and by the other Transaction Documents.

“Treasury Regulations”

means the U.S. Department of the Treasury regulations promulgated under the Code, as amended.

“WARN Act”

means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign Laws related to plant

closings, relocations, mass layoffs and employment losses.

“Working Capital”

means (a) the current assets of Old VFD, Clinical Sub, and Dental Services Organization, determined in accordance with the Accounting

Principles (including, for the avoidance of doubt, all Accounts Receivable (other than Related Party receivables), prepaid expenses,

and inventory, and excluding, for the avoidance of doubt, all Closing Cash, Restricted Cash and other cash and cash equivalents, all

Tax assets and all Related Party receivables), minus (b) the current liabilities of Old VFD, Clinical Sub, and Dental Services

Organization, determined in accordance with the Accounting Principles (excluding all income Taxes, Indebtedness, Transaction Costs,

operating lease liabilities, and Related Party obligations) as applied using the same accounting methods, practices, principles, policies,

and procedures, with consistent classifications, accruals, judgments, and valuation and estimation methodologies that were used in the

preparation of the sample calculation of Working Capital attached hereto as the Sample Working Capital Schedule.

Article II

The Transactions

Section 2.01     Equity

Purchase; Rollover Contribution. Pursuant to the terms and subject to the conditions set forth herein, at the Closing, (a) Seller

and Mit B. Patel shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller

and Mit B. Patel, all right, title and interest in and to all of the Purchased DSO Equity, constituting one hundred percent (100%) of

the economic, voting and governance interests in Dental Services Organization, free and clear of all Liens, in exchange for the Seller

Closing Payment, and (b) Seller and Buyer shall consummate the Rollover Contribution and the other contributions contemplated thereby

in accordance with Section 2.06. Immediately following the Closing, Buyer shall own, directly or indirectly, one hundred

percent (100%) of the economic, voting and governance interests in Dental Services Organization, and no other Person shall have any right

to vote, consent, participate in management, or otherwise exercise control over Dental Services Organization, except for any Non-Economic

Interests. At the Closing:

(i)            Buyer

shall pay to the Seller an amount equal to the Estimated Closing Consideration (the “Seller Closing Payment”) by wire

transfer of immediately available funds to the account designated in the Closing Certificate;

(ii)           Buyer

shall deliver to the Escrow Agent, the Escrow Amount to be deposited in the Escrow Account and held by the Escrow Agent pursuant to,

and in accordance with, the terms of this Agreement and the Escrow Agreement;

(iii)          Buyer

shall, on behalf of Seller Entities and at their direction, deliver to those Persons and in those amounts set forth in the Payoff Letters

and the Closing Certificate, the Closing Repaid Indebtedness Amount; and

(iv)          Buyer

shall, on behalf of Seller Entities and at their direction, deliver to those Persons and in those amounts set forth in the Closing Certificate,

the Closing Transaction Cost Amount, by wire transfer of immediately available funds to the applicable accounts set forth on in the Closing

Certificate.

Section 2.02     Immediate

Post-Closing Actions.

(a)           On

the Closing Date and immediately following the consummation of the Equity Purchase and the Rollover Contribution, Seller shall distribute

the Seller Closing Payment and the Closing Buyer Shares to the Beneficial Owners in accordance with their respective Pro Rata Percentages.

Section 2.03     Closing

Certificate; Estimated Closing Consideration; No Double Counting.

(a)           No

later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer (i) a certificate, duly certified

by Seller, in form and substance acceptable to Buyer (the “Closing Certificate”), setting forth (A) a good faith

estimate of Closing Working Capital prepared in accordance with the Accounting Principles, (B) a good faith estimate of Closing

Cash, the Closing Indebtedness Amount (including a separate estimate of the Closing Repaid Indebtedness Amount) and the Closing Transaction

Cost Amount, (C) its calculation of the Estimated Closing Consideration based on the items set forth in clauses (A) and (B) foregoing,

and (D) the account or accounts designated by Seller for the payment of the Estimated Closing Consideration, and the account or

accounts to which the Closing Repaid Indebtedness Amount and the Closing Transaction Cost Amount are to be paid at the Closing, and all

applicable information related to such account or accounts, and (E) the Pro Rata Percentage of each Beneficial Owner, and (ii) (A) payoff

letters (the “Payoff Letters”) with respect to the Closing Repaid Indebtedness, duly executed by the applicable holders

thereof, (B) releases of all Liens granted in connection with or otherwise securing any Closing Repaid Indebtedness (other than

Permitted Liens), including any UCC termination statements, or commitments of the creditors to release such Liens upon receipt of payoff,

and (C) any other documentation reasonably requested by Buyer to evidence the satisfaction in full of such Closing Repaid Indebtedness,

in each case, in form and substance satisfactory to Buyer. Concurrently with delivery of the Closing Certificate, the Seller also shall

have delivered to Buyer, in detail reasonably acceptable to Buyer, all information on which the calculations reflected in the Closing

Certificate are based.

(b)           Seller

hereby authorizes and instructs Buyer to deduct from the consideration otherwise payable to Seller at the Closing an amount equal to

the Escrow Amount, which shall be deposited in the Escrow Account and held by the Escrow Agent pursuant to, and in accordance with, the

terms of this Agreement and the Escrow Agreement.

item will not be taken into account more than once in the calculation of Working Capital, Closing Indebtedness Amount, and Transaction

Costs, and any item that should be taken into account in determining Working Capital under the Accounting Principles will be taken into

account there and not as Transactions Costs or Closing Indebtedness Amount.

Section 2.04     Purchase

Price Adjustment.

(a)           Within

three hundred sixty-five (365) days after the Closing Date, Buyer shall prepare and deliver to the Seller a statement (the “Post-Closing

Statement”), which will reflect Buyer’s determination of (i) Closing Working Capital, (ii) the Closing Indebtedness

Amount, (iii) the Closing Transaction Cost Amount, and (iv) Closing Cash. Buyer’s determination of Closing Working Capital

shall be in accordance with the Accounting Principles and the Sample Working Capital Schedule. Concurrently with delivery of the

Post-Closing Statement, Buyer also shall have delivered to Seller all information on which the calculations reflected in the Post-Closing

Statement are based. Prior to the determination of the Actual Closing Consideration, Seller and its accountants and attorneys shall have

reasonable access to: (i) the books and records of Buyer and Dental Services Organization to the extent that such books and records

relate to the Actual Closing Consideration; (ii) the personnel of, and work papers prepared by, Buyer or Buyer’s accountants

to the extent that they relate to the Actual Closing Consideration; and (iii) such historical financial information (to the extent

in Buyer’s possession) relating to the Actual Closing Consideration, in each case as Seller may reasonably request for the purposes

of reviewing the Post-Closing Statement; provided, however, that such access shall be in a manner that does not unreasonably interfere

with the normal business operations of Buyer or Dental Services Organization.

(b)           If

Seller in good faith disagrees with Buyer’s determination of Closing Working Capital, the Closing Indebtedness Amount, the Closing

Transaction Cost Amount or Closing Cash, Seller shall, within thirty (30) days after delivery by Buyer of the Post-Closing Statement,

deliver a written notice (a “Notice of Disagreement”) to Buyer setting forth (i) each item of dispute (each,

an “Item of Dispute”), (ii) in reasonable detail, the dollar amount and the basis for such dispute and (iii) Seller’s

calculation of such Item of Dispute. If Buyer does not receive a Notice of Disagreement within thirty (30) days after delivery by Buyer

of the Post-Closing Statement, the Post-Closing Statement shall be conclusive and binding upon each of the Parties. If Buyer receives

a Notice of Disagreement within thirty (30) days after delivery by Buyer of the Post-Closing Statement, Buyer and Seller shall attempt

in good faith to resolve each Item of Dispute, and, if any Item of Dispute is so resolved, the Post-Closing Statement and Notice of Disagreement

shall be modified to the extent necessary to reflect such resolution. If any Item of Dispute remains unresolved as of the thirtieth (30th)

day after timely delivery of a Notice of Disagreement, Buyer and Seller shall jointly retain an independent national accounting firm

that has no historical business relationship with either Buyer or Seller, or any Affiliate of Buyer or Seller (the “Accountants”)

to resolve such remaining disagreement, it being understood that any item not included as an Item of Dispute in a Notice of Disagreement

in the form delivered to the Accountants shall be conclusive and binding upon each of the Parties as set forth on the Post-Closing Statement.

Buyer and Seller shall request that the Accountants render a determination (acting as an expert and not as an arbitrator) as to each

unresolved Item of Dispute as soon as practicable after their retention, and, in any event, within forty-five (45) days after execution

of the Accountants’ engagement letter, and Buyer, each of the Seller Parties, and each of their respective Representatives, shall

cooperate with the Accountants and each other, and shall provide the Accountants with reasonable access to their respective books, records,

personnel and Representatives and such other information as the Accountants may reasonably request, so as to enable them to make such

determination as quickly and accurately as practicable. The Accountants shall consider only the Items of Dispute and amounts that were

set forth in the Post-Closing Statement and Notice of Disagreement and that remain unresolved by Buyer and Seller, and in resolving any

Item of Dispute, the Accountants may not assign a value to any item greater than the greatest value for such item claimed by Buyer or

Seller nor less than the smallest value for such item claimed by Buyer or Seller, in each case, as set forth in the Post-Closing Statement

or Notice of Disagreement. The Accountants shall resolve only accounting calculations and applications of the Accounting Principles and

shall not resolve questions of contract interpretation or alleged breach. The Accountants’ determination shall be based upon the

definitions of Closing Working Capital, Indebtedness, Transaction Costs and Closing Cash (and the respective constituent definitions

thereof) included herein, and the presentations by Buyer and Seller made to the Accountants in accordance herewith, and the Accountants

determination of Closing Working Capital, Indebtedness, Transaction Costs and Closing Cash (and the respective constituent definitions

thereof) shall be in accordance with the Accounting Principles. The Accountants’ determination of each Item of Dispute submitted

to them shall be in writing, shall conform with this Section 2.04 and, absent manifest error, shall be conclusive and binding

upon each of the Parties, and the Post-Closing Statement shall be modified to the extent necessary to reflect such determination(s).

The Accountants shall allocate their fees, costs and expenses between Buyer on the one hand, and Seller (on behalf of the Post-Closing

Seller Parties), on the other hand, based upon the percentage which the portion of the contested amount not awarded to each such Person

bears to the amount actually contested by such Person. The Base Consideration, as (i) decreased by (A) the Rollover Amount,

(B) the excess, if any, of the Base Working Capital over the Closing Working Capital, (C) the Escrow Amount, (D) the Closing

Indebtedness Amount, (E) the Closing Transaction Cost Amount and (E) the absolute value of the Closing Cash, if such amount

is a negative number, and (ii) increased by (A) the excess of the Closing Working Capital over the Base Working Capital and

(B) the Closing Cash, if such amount is a positive number, in each case, as such amounts are finally determined pursuant to this

Section 2.04, is referred to as the “Actual Closing Consideration”.

to Buyer. If the Actual Closing Consideration as finally determined is less than the Estimated Closing Consideration, Buyer shall

retain from the Accounts Receivable Holdback an amount equal to the excess of the Estimated Closing Consideration over the Actual Closing

Consideration. To the extent that the excess of the Estimated Closing Consideration over the Actual Closing Consideration is greater

than the Accounts Receivable Holdback, Buyer and Seller shall jointly instruct the Escrow Agent to pay, and the Escrow Agent shall pay,

to Buyer (or its designee) from the Adjustment Escrow Amount, an amount equal to the remaining excess of the Estimated Closing Consideration

over the Actual Closing Consideration after Buyer’s retention of the Accounts Receivable Holdback. To the extent the remaining

balance of the Adjustment Escrow Amount at the time such joint written instructions are submitted is not sufficient to satisfy such payment

obligation, the Post-Closing Seller Parties, on a joint and several basis, shall be responsible for paying the remainder of such payment

obligation in cash to Buyer (or its designee). To the extent any portion of the Adjustment Escrow Amount remains in the Escrow Account

after any required payment to Buyer is made pursuant to this Section 2.04(c), Buyer and Seller shall jointly instruct the

Escrow Agent to pay to Seller (for further distribution to the Beneficial Owners in accordance with their respective Pro Rata Percentages)

any such remaining portion of the Adjustment Escrow Amount.

(d)           Payments

to the Beneficial Owners. If the Actual Closing Consideration as finally determined is greater than the Estimated Closing Consideration,

then (i) Buyer shall pay to Seller (for further distribution to the Beneficial Owners in accordance with their respective Pro Rata

Percentages) an aggregate amount equal to the excess of the Actual Closing Consideration over the Estimated Closing Consideration, and

(ii) Buyer and Seller shall jointly instruct the Escrow Agent to pay to Seller (for further distribution to the Beneficial Owners

in accordance with their respective Pro Rata Percentages) the remaining balance of the Adjustment Escrow Amount from the Escrow Account.

(e)           Manner

of Payments. All instructions to the Escrow Agent required by this Section 2.04 shall be given within two (2) Business

Days after determination of the Actual Closing Consideration. Subject to any offset pursuant to Section 11.12 (which offset

shall be accounted for in any joint written instructions provided to the Escrow Agent), all payments required by this Section 2.04

to be made from the Escrow Account shall be made by the Escrow Agent within five (5) Business Days of receipt of joint written instructions

with respect thereto, and all other payments otherwise required to be made by this Section 2.04 shall be made within ten

(10) Business Days after determination of the Actual Closing Consideration, in each case, by wire transfer of immediately available

funds to a bank account or accounts designated in writing by Buyer or Seller, as applicable.

(f)           Accounts

Receivable Holdback. Buyer shall withhold from Estimated Closing Consideration an amount equal to [***] (the “Accounts

Receivable Holdback”). Subject to Buyer’s retention rights with respect to the Accounts Receivable Holdback

described in in Section 2.04(c), within three (3) Business Days following the date that the Post-Closing Statement

is conclusive and binding upon each of the Parties, Buyer shall release to Seller (for further distribution to the Beneficial Owners

in accordance with their respective Pro Rata Percentages), by wire transfer of immediately available funds all amounts in the

Accounts Receivable Holdback.

(g)           Purchase

Price Adjustment. Except as otherwise required by applicable Law, for Tax purposes, any payment made pursuant to this Section 2.04

or Section 2.05 shall be treated as an adjustment to the purchase price for the Equity Purchase, the Rollover Amount and

the Earnout (the “Purchase Price”).

Section 2.05     Earnout.

(a)           General.

As additional consideration for the Purchased DSO Equity, and subject to the terms and conditions set forth in this Section 2.05,

Seller may be entitled to payment of the EBITDA Contingent Amount and the Employment Contingent Amount (collectively, the “Earnout”).

The payment of any EBITDA Contingent Amount and any Employment Contingent Amount is conditioned upon the terms and conditions set forth

in this Section 2.05.

(b)           Earnout

Statement. Within sixty (60) days following completion of each Measurement Period, Buyer shall prepare in good faith and deliver

to Seller the statement of income of Dental Services Organization as of the end of and for the twelve-month period ending on the last

day of the applicable Measurement Period (each, an “Earnout Financial Statement”) for such Measurement Period, together

with a statement setting forth Buyer’s good faith calculation of trailing twelve-month Consolidated EBITDA and the resulting EBITDA

Contingent Amount (if any) for such Measurement Period (such statement and the Earnout Financial Statement, an “Earnout Statement”).

Concurrently with delivery of the Earnout Statement, Buyer also shall have delivered to Seller all information on which the calculations

reflected in the Earnout Statement are based.

Objections; Disputes. As promptly as practicable, but in no event later than thirty (30) days after receipt by Seller of an Earnout

Statement (each, an “Earnout Statement Review Period”), Seller shall notify Buyer in writing as to whether it accepts

or disputes any items included in such Earnout Statement. During the Earnout Statement Review Period, Seller and its accountants and

attorneys shall have reasonable access to: (i) the books and records of Dental Services Organization to the extent that such books

and records relate to the Earnout Statement; (ii) the personnel of, and work papers prepared by, Buyer or Buyer’s accountants

to the extent that they relate to the Earnout Statement; and (iii) such historical financial information (to the extent in Buyer’s

possession) relating to the Earnout Statement, in each case as Seller may reasonably request for the purposes of reviewing the Earnout

Statement; provided, however, that such access shall be in a manner that does not unreasonably interfere with the normal business

operations of Buyer or Dental Services Organization. If Seller accepts in writing the Earnout Statement, or Seller fails within such

Earnout Statement Review Period to notify Buyer of any dispute with respect thereto, then such Earnout Statement and Buyer’s calculation

of the Consolidated EBITDA and the resulting EBITDA Contingent Amount (if any) shall be final and binding. If Seller disputes the Earnout

Statement, then Seller shall, during the applicable Earnout Statement Review Period, provide written notice to Buyer of any such disagreement,

and the parties shall follow the dispute resolution procedures set forth in Section 2.04(b).

(d)           EBITDA

Contingent Amount. The Measurement Period One Contingent Amount shall be measured over the period from the Closing Date through the

one year anniversary of the Closing Date (“Measurement Period One”) and the Measurement Period Two Contingent Amount

shall be measured from the date of the one year anniversary of the Closing Date through the second anniversary of the Closing Date (“Measurement

Period Two”, and each of Measurement Period One and Measurement Period Two, a “Measurement Period”). To

the extent that the Consolidated EBITDA is equal to or greater than the trailing twelve-month adjusted EBITDA of Old VFD for calendar

year 2025 (the “Target EBITDA”), as set forth on the EBITDA Schedule, during Measurement Period One (as finally

determined under Section 2.05(c)), Seller will be entitled to receive $2,300,000 (the “Measurement Period One Contingent

Amount”). To the extent that the Consolidated EBITDA is equal to or greater than the Target EBITDA during Measurement Period

Two (as finally determined under Section 2.05(c)), Seller will be entitled to receive $2,300,000 (the “Measurement

Period Two Contingent Amount” and, together with the Measurement Period One Contingent Amount, the “EBITDA Contingent

Amount”). Prior to the end of Measurement Period Two, the Dental Services Organization, Clinical Sub and Old VFD shall operate

in good faith and not take any action that has the principal purpose of reducing the EBITDA Contingent Amount, without Seller’s

prior written consent.

(e)           EBITDA

Contingent Amount Payment. Each of the Measurement Period One Contingent Amount (if any) and the Measurement Period Two Contingent

Amount (if any) shall be paid by Buyer to Seller by wire of immediately available funds to an account designated by Seller within five

(5) Business Days of the calculation of the Measurement Period One Contingent Amount or the Measurement Period Two Contingent Amount,

as applicable, becoming final and binding, pursuant to Section 2.05(c).

(f)            Seller’s

Acknowledgment. The Seller acknowledges that the payment of the EBITDA Contingent Amount, if any, is speculative, subject to and

contingent on the future performance of Dental Services Organization and general economic conditions, which cannot be predicted with

accuracy and will be subordinated to Buyer’s indebtedness to its senior lenders who are (i) a bank, insurance company, or

other institution that is regularly engaged in the business of lending money, and (ii) not Affiliates of Buyer, with such subordination

allowing payment of the EBITDA Contingent Amount (if any) so long as Buyer is not in then in default of such senior indebtedness. Accordingly,

Buyer makes no representations, warranties, covenants or guaranties as to the future management or performance of Dental Services Organization.

(g)           Employment

Contingent Amount. For each twelve-month period measured from (i) the Closing Date through the one year anniversary of the Closing,

(ii) the date of the one year anniversary of the Closing Date through the second anniversary of the Closing Date, (iii) the

date of the two year anniversary of the Closing Date through the third anniversary of the Closing Date, (iv) the date of the three

year anniversary of the Closing Date through the fourth anniversary of the Closing Date, and (v) the date of the four year anniversary

of the Closing Date through the fifth anniversary of the Closing Date (each of (i)-(v), an “Annual Period” and collectively,

the “Employment Measurement Period”), to the extent that the Beneficial Owners remain employed on a full-time basis

by Old VFD (as determined under the applicable Beneficial Owner’s employment agreement) through the last date of the Employment

Measurement Period, Seller will be entitled to receive $460,000 per Annual Period (the “Employment Contingent Amount”);

provided, that if any Beneficial Owner is not employed on a full-time basis on the final date of any Annual Period (other than as a result

of such Beneficial Owner being terminated without “cause” or terminating for “good reason” or for a material

breach by the employer, or as a result of the death or disability of such Beneficial Owner, each as specified in such Beneficial Owner’s

employment agreement with Old VFD), the amount of any unpaid Employment Contingent Amount to be paid for such Annual Period shall be

reduced proportionately based on the percentage of Beneficial Owners who remain employed full-time by Old VFD as of the date of the payment

of such Employment Contingent Amount pursuant to Section 2.05(h); provided, further, that the amount of any such reduction

shall be paid to Seller for the applicable Annual Period if, notwithstanding that one or more Beneficial Owners has not remained employed

full-time by Old VFD, Consolidated EBITDA for the applicable Annual Period is greater than the Target EBITDA for such Annual Period as

set forth on the EBITDA Schedule. For purposes of all of the foregoing, Anuj James, DDS, shall be treated as employed on a full-time

basis if he works the amount required by his Employment Agreement.

(h)           Employment

Contingent Amount Payment. The Employment Contingent Amount (if any), set forth in to Section 2.05(g) for each Annual

Period shall be paid by Buyer to Seller by wire of immediately available funds to an account designated by Seller on the first Business

Day following the final date of each Annual Period.

(i)            Subordination.

Notwithstanding anything to the contrary contained in this Agreement, (i) payment of the Earnout is expressly subordinated to the

Senior Debt to the extent and in the manner set forth herein, (ii) payment of the Earnout by Buyer shall be subject to the restrictions

set forth in this Section2.05(i) and made in compliance with the applicable terms and conditions hereof and (iii) Buyer

shall not be permitted to pay, and Seller shall not be entitled to receive, any of the Earnout if and to the extent a default or event

of default under the Senior Debt has occurred and is continuing, or a default or event of default would be caused by such payment after

giving pro forma effect thereto (including, without limitation, any financial covenant incurrence tests under the Senior Debt required

to be satisfied for any payment of the Earnout). The parties hereto covenant and agree that (A) any obligations with respect to

the Earnout is and will remain unsecured, (B) any lenders and any administrative agent (collectively the “Senior Creditors”)

under the Senior Debt are express third-party beneficiaries of the provisions of this Section2.05(i) and may enforce them

against the parties hereto directly, (C) any amendments to this Section2.05(i) will not be effective without the prior

written consent of the Senior Creditors, and (D) any documentation evidencing the Senior Debt may be amended, restated, supplemented

or otherwise modified at any time without the consent of or notice to Seller Parties, without incurring responsibility to the Seller

Parties, and without impairing or releasing the rights of the Senior Creditors hereunder or any obligation of Buyer or Seller Parties

hereunder. If this Section2.05(i) or any other provision of the Senior Debt prohibit the payment of the Earnout (such unpaid

portion of the Earnout Amount, the “Deferred Earnout Payment”), then (x) Buyer shall pay to Seller in cash the

maximum amount of the Earnout that it is permitted to pay under this Section2.05(i) and thereafter Buyer shall pay to the

Seller the Deferred Earnout Payment (or any portion thereof) as soon as reasonably practicable after it is permitted to make such payment

under this Section2.05(i), and (y) any Deferred Earnout Payment, or portion thereof, that remains unpaid for more

than 180 days shall bear annually compounding interest at the then U.S. Dollar prime rate plus 3% per annum. Any payment received

by the Seller in violation of this Section2.05(i) will be held in trust by the Seller for the benefit of the Senior Creditors

and will be promptly turned over to the Senior Creditors (or their designated representative). In the event of the failure of Seller

to endorse or assign any such payment, Senior Creditors (or their designated representative) hereby irrevocably authorized to endorse

or assign the same. The Seller Parties agree that it will not make any assertion or claim in any action, suit or proceeding of any nature

whatsoever in any way challenging the subordination of payment of the Earnout provided for in this Section2.05(i) or the

priority, validity or effectiveness of the liens and security interests granted to the Secured Parties, under and in connection with

the Senior Debt, or any amendment, extension, modification, supplement, or replacement thereof or any related agreement, instrument or

document by or among Senior Creditors and Buyer. In the event of any liquidation, conservatorship, bankruptcy, reorganization, rearrangement,

or other insolvency proceeding of Buyer, the Seller will file any claims, proofs of claim, or other instruments of similar character

necessary to enforce the obligations of Buyer in respect of the Earnout and will hold in trust for Senior Creditors and pay over to Senior

Creditors (or their designated representative) in the same form received, any and all money, dividends, payments or other assets received

in any such proceedings on account of the Earnout, unless and until the obligations under the Senior Debt are paid in full in cash. Upon

the failure of the Seller to take any such action as of the 10th day preceding the bar date therefore, the Senior Creditors (or their

designated representative) may, as attorney-in-fact for Seller, take such action on behalf of Seller, and Seller hereby appoints the

Senior Creditors (or their designated representative) as attorney-in-fact for Seller to demand, sue for, collect, and receive any and

all such money, dividends or other assets and give acquittance therefore and to file any claim, proof of claim or other instrument of

similar character and to take such other proceedings in Senior Creditors’ name or in the name of Seller, as Senior Creditors (or

their designated representative) may deem necessary or advisable for the enforcement of this Section 2.05(i).

Section 2.06     Rollover.

(a)           Deliveries.

(i)            Subject

to and effective upon the Closing and subject to the terms and conditions set forth in this Section 2.06, (A) Seller

hereby contributes, transfers and assigns to Buyer, and Buyer accepts from Seller, the Rollover DSO Equity, and in exchange therefor,

Buyer hereby issues to Seller the Closing Buyer Shares, and (B) Buyer hereby consents to the transfer by Seller of the Closing Buyer

Shares to the Beneficial Owners in accordance with their respective Pro Rata Percentages.

(ii)           At

the Closing and as a condition to the issuance of the Closing Buyer Shares, Seller and Beneficial Owners shall deliver to Buyer properly

completed and duly executed Internal Revenue Service Form W-9s.

(iii)          Buyer

shall use commercially reasonable efforts to promptly remove, or cause its transfer agent to remove, any restrictive legend applicable

to the Closing Buyer Shares: (i) following expiration of the applicable six-month holding period under Rule 144, solely in

connection with a requested sale of such Closing Buyer Shares pursuant to Rule 144 and subject to satisfaction of the applicable

requirements thereof, and (ii) following expiration of the applicable one-year holding period under Rule 144, if such Closing

Buyer Shares are then eligible for resale without restriction under Rule 144. Buyer’s obligations under this Section 2.06(a)(iii) are

conditioned upon Seller or the applicable Beneficial Owner timely providing all information, certifications, documentation and cooperation

reasonably requested by Buyer, its counsel, or its transfer agent in connection with the applicable legend removal.

(b)           Rollover

Representations and Warranties of Seller and the Beneficial Owners. Seller and each Beneficial Owner hereby jointly and severally

represents and warrants to Buyer that:

(i)            Seller

and each Beneficial Owner are each an “accredited investor” as such term is defined in Rule 501 under the Securities

Act of 1933, as amended (the “Securities Act”).

(ii)           Seller

and the Beneficial Owners have such knowledge, experience and skill in evaluating and investing in securities, based on actual participation

in financial, investment and business matters, so that such Person is capable of evaluating the merits and risks of an investment in

the Closing Buyer Shares and has such knowledge, experience and skill in financial and business matters that such Person is capable of

evaluating the merits and risks of the investment in Buyer and the suitability of the Closing Buyer Shares as an investment and can bear

the economic risk of an investment in the Closing Buyer Shares indefinitely. No guarantees have been made or can be made with respect

to the future value, if any, of the Closing Buyer Shares or the profitability or success of Buyer’s or any of its subsidiaries’

respective businesses.

(iii)          Seller

and the Beneficial Owners have had an opportunity to discuss Buyer’s business, management and financial affairs with managers,

officers and management of Buyer and ask questions and receive answers concerning the terms and conditions of the offering of the Closing

Buyer Shares and have had full access to such other information concerning Buyer as Seller and the Beneficial Owners have requested.

(iv)          Seller

and the Beneficial Owners acknowledge and agree that, except for the representations and warranties contained in Section 2.06(c),

none of Buyer, any of its Affiliates, nor any other Person, has made, and Seller and the Beneficial Owners have not relied on, any other

express or implied representation or warranty by or on behalf of Buyer, any of its Affiliates or any other Person, and that none of Buyer,

any of its Affiliates or any other Person, directly or indirectly, has made, and Seller and the Beneficial Owners have not relied on,

any representation or warranty regarding any pro forma financial information, financial projections or other forward-looking statements

of Buyer, and Seller and the Beneficial Owners will not make any claim with respect thereto.

(v)           Seller

and Beneficial Owners are acquiring the Closing Buyer Shares for their own account, not as a nominee or agent, with the present intention

of holding such securities for purposes of investment, and not with a view to the sale or distribution of any part thereof, and Seller

and Beneficial Owners have no intention of selling, granting any participation in, or otherwise distributing such securities in a public

distribution in violation of the federal securities Laws or any applicable state securities Laws; provided that Buyer acknowledges that

Seller will distribute the Closing Buyer Shares to the Beneficial Owners in accordance with their respective Pro Rata Percentages.

(vi)          Seller

and Beneficial Owners understand and acknowledge that the offering of the Closing Buyer Shares pursuant to this Agreement will not be

registered under the Securities Act or the rules and regulations promulgated thereunder on the grounds that the offering and sale

of the Closing Buyer Shares contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the

Securities Act, Regulation D, and that Buyer’s reliance upon such exemption is predicated upon Seller’s and Beneficial Owners’

representations set forth in this Agreement. Seller and Beneficial Owners acknowledge that the Closing Buyer Shares are deemed to constitute

“restricted securities” under Rule 144 promulgated under the Securities Act. Seller and Beneficial Owners acknowledge

the Closing Buyer Shares are not registered under the Securities Act or any other applicable securities or “blue-sky” Laws,

and that no such securities may be transferred or sold except pursuant to the registration provisions of such Securities Act or pursuant

to an applicable exemption therefrom and pursuant to any other applicable securities or “blue-sky” Laws.

(vii)         Seller

and Beneficial Owners understand that the Closing Buyer Shares must be held indefinitely by Beneficial Owners unless they are subsequently

registered under the Securities Act or an exemption from such registration is available. Seller and Beneficial Owners have been advised

or are aware of the provisions of Rule 144, as in effect from time to time, which permit limited resale of securities purchased

in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain

current public information about Buyer, the resale occurring following the required holding period under Rule 144, and the number

of securities being sold during any three (3) month period not exceeding specified limitations.

(viii)        Seller

and the Beneficial Owners understand that the Closing Buyer Shares will not be evidenced by a certificate subject to Article 8 of

the Uniform Commercial Code. Provided however, Buyer may choose to issue certificates, and Seller and Beneficial Owners agree that Buyer

has the right to place a customary restrictive legend, and advise any transfer agent of the restrictions and compliance obligations contained

in this Agreement concerning the Closing Buyer Shares.

(ix)          Seller

and Beneficial Owners are not acquiring any Closing Buyer Shares as a result of or subsequent to any general solicitation or advertisement,

including, without limitation, any (i) article, notice or other communication published in any newspaper, magazine, internet publication

or other media (including any publications via the Internet and any social media platforms) or broadcast over television, radio or the

internet or (ii) any seminar or meeting, or any solicitation of a subscription by a Person not previously known to Seller in connection

with investments in securities generally.

(x)           The

issuance and transfer of the Closing Buyer Shares shall be subject to compliance by Seller and Beneficial Owners with all applicable

requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which Buyer’s shares

of common stock may be listed. No Closing Buyer Shares may be issued or transferred unless and until any then applicable requirements

of state and federal laws and regulatory agencies have been complied with to the satisfaction of Buyer and its counsel. Seller and Beneficial

Owners understand that Buyer is under no obligation to register the Closing Buyer Shares with the Securities Exchange Commission, any

state securities authority or with any stock exchange.

(xi)          Seller

and the Beneficial Owners will promptly notify Buyer if any of the representations made in this Section 2.06(b) cease

to be true and accurate.

(xii)         Seller

and the Beneficial Owners will furnish to Buyer, as applicable, any information, and forms upon reasonable request from time to time

to assist them in complying with any applicable law or tax requirements or determining the extent of, and in fulfilling, its withholding

obligations. Seller and the Beneficial Owners agree to furnish to Buyer, as applicable, any information and forms upon reasonable request

to assist them in obtaining any exemption, reduction or refund of any withholding or other taxes imposed by any taxing authority or other

governmental agency upon Buyer, as applicable, or amounts paid to them. Seller and the Beneficial Owners acknowledge and agree that they

are responsible for compliance with all tax, exchange control, reporting and other laws and regulations applicable to Seller’s

investment in Buyer.

(xiii)        Seller

and the Beneficial Owners have had the opportunity to consult their own tax advisors as to the U.S., federal, state, local and foreign

Tax consequences of the Transactions (including the transactions contemplated by the Rollover Documents) and acknowledge and agree that

neither Buyer nor any of its Affiliates has made any representations or covenants regarding such Tax consequences or benefits upon which

Seller and the Beneficial Owners have relied.

(xiv)        Seller

and the Beneficial Owners acknowledge, understand and agree that (i) Buyer and its Subsidiaries have incurred, will incur at the

Closing, and may incur in the future, a substantial amount of senior or other indebtedness and (ii) there may be additional issuances

of equity securities of Buyer after the date hereof, and the Closing Buyer Shares may be directly or indirectly diluted in connection

with any such issuance.

Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller and the Beneficial Owners that as of

the Closing, the Closing Buyer Shares will have been duly authorized, and when issued and paid for in accordance with the terms of this

Agreement, will be (i) validly issued to Seller, free of any Liens, except for applicable federal or state securities laws, or such

Liens arising as a result of facts or circumstances relating to Seller or the Beneficial Owners, (ii) fully paid for, and (iii) non-assessable.

(d)          Survival.

Each of the representations and warranties of the Parties set forth in this Section 2.06 shall survive until the date

that is three (3) years following the date of this Agreement.

(e)           Buyer

shall use commercially reasonable efforts to promptly complete all Nasdaq and transfer-agent requirements applicable to the issuance

of the Closing Buyer Shares to Seller and the transfer of such Shares from Seller to the Beneficial Owners; provided that Seller and

the Beneficial Owners shall, separately or jointly, timely provide all information, documentation and cooperation reasonably requested

by Buyer or its transfer agent in connection with such requirements.

Article III

Closing

Section 3.01     Closing.

Subject to the terms and conditions of this Agreement, the consummation of the Equity Purchase and the Rollover Contribution (the

“Closing”) shall take place remotely by electronic transfer (or at such other place as Seller and Buyer may mutually

agree in writing) on the later of (i) the date hereof; and (ii) the calendar month-end date immediately following the date

on which all conditions to the Closing set forth in Article IX are satisfied or validly waived (other than conditions that

by their terms cannot be satisfied until the Closing, but subject to the satisfaction or valid waiver of such conditions at the Closing),

or such other date which Buyer and Seller may mutually agree in writing. The date on which the Closing occurs is referred to as the “Closing

Date”. The Closing shall be deemed for all purposes under this Agreement to occur at 11:59 p.m., Central Time, on the Closing

Date.

Section 3.02     Closing

Deliverables.

(a)           At

or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

(i)            the

Escrow Agreement, duly executed by Seller;

(ii)           employment

agreements, by and between Old VFD and each Beneficial Owner, in substantially in the form of Exhibit A (the “Employment

Agreements”), duly executed by each respective Beneficial Owner;

(iii)          evidence

of the release of any and all Liens (other than Permitted Liens) on the Transferred Assets or on any assets or equity interests of Old

VFD or commitments of the creditors to release such Liens upon receipt of payoffs relating thereto, in form and substance satisfactory

to Buyer;

(iv)          a

duly completed and executed certificate from each Seller Party, in form and substance satisfactory to Buyer, meeting the requirements

of Section 1445 of the Code and the Treasury Regulations thereunder certifying such Seller Party is not a foreign person within

the meaning of Section 1445 of the Code;

(v)          evidence

reasonably satisfactory to Buyer that the Seller Entities have obtained and bound a prepaid professional and general liability insurance

runoff policy for the benefit of Seller, Old VFD, Dental Services Organization and Clinical Sub for a period of not less than three (3) years

from the Closing Date with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing (the “Runoff

Policy”);

(vi)          a

certificate of an officer, manager or partner of each Seller Entity, solely as to such Seller Entity, and each Beneficial Owner, solely

as to such Beneficial Owner, in form and substance reasonably acceptable to Buyer, certifying that each of the conditions in Section 9.01(a) and

Section 9.01(b) has been satisfied, except as otherwise noted on such certificate;

(vii)         a

release agreement, effective as of the Closing, by and between the Seller Entities and the Beneficial Owners, on the one hand, and Buyer,

on the other hand, in substantially the form attached hereto as Exhibit B (the “Release”);

(viii)        copies

of resolutions, amendments and other evidence reasonably satisfactory to Buyer that each Seller Party is authorized to enter into and

perform its obligations under the Transaction Documents to which it is a party;

(ix)          written

confirmatory assignments of all Intellectual Property Assets from each Beneficial Owner, in form and substance reasonably satisfactory

to Buyer;

(x)           adoption

by the partners of Old VFD of an Amended and Restated Partnership Agreement (the “Amended and Restated Partnership Agreement

of Old VFD”);

(xi)          adoption

by the partners of Clinical Sub of an Amended and Restated Partnership Agreement (the “Amended and Restated Partnership Agreement

of Clinical Sub”); and

(xii)         such

other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as

may be required to give effect to this Agreement, the other Transaction Documents and the Transactions.

(b)           At

or prior to the Closing, Buyer shall deliver to Seller and Beneficial Owners the following:

(i)            the

Closing Buyer Shares to Seller;

(ii)           the

Escrow Agreement, duly executed by Buyer;

(iii)          the

Employment Agreements, duly executed by Old VFD;

(iv)          copies

of resolutions, amendments and other evidence reasonably satisfactory to Seller that Buyer has authorized entering into and performing

its obligations under the Transaction Documents to which it is a party;

(v)           a

certificate of an officer of Buyer, in form and substance reasonably acceptable to Seller, certifying that each of the conditions in

Section 9.02(a) and Section 9.02(b) have been satisfied, except as otherwise noted on such certificate;

(vi)          the

R&W Policy; and

(vii)         such

other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as

may be required to give effect to this Agreement, the other Transaction Documents and the Transactions.

the Closing, Buyer shall make or cause to be made the payments described in Section 2.01.

Article IV

Representations and Warranties Regarding the Seller Entities and the Business

Except as set forth in the

correspondingly numbered Section of the Disclosure Schedules (or in any other Section of the Disclosure Schedules to the extent

it is reasonably apparent on a reading of the disclosure in such other Section(s) that such disclosure is or should be applicable

to such correspondingly numbered Section), Seller and the Beneficial Owners, on a joint and several basis, represent and warrant to Buyer

that the statements contained in this Article IV (other than Section 4.30) are true and correct as of the date hereof

(or as of the date specified in such representation if different).

Section 4.01     Organization

and Qualification.

(a)           Each

Seller Entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization. Section 4.01

of the Disclosure Schedules sets forth, with respect to each Seller Entity, its form of entity, its jurisdiction of organization and

each jurisdiction in which such Seller Entity is licensed or qualified to do business, and each Seller Entity is duly licensed or qualified

to do business and is in good standing in each jurisdiction in which the ownership of its assets (including the Transferred Assets) or

the operation of the Business as currently conducted require it to be qualified, licensed, admitted or in good standing as a foreign

entity.

(b)           Each

Seller Entity has made available to Buyer a true, correct and complete copy of its Charter Documents, which Charter Documents, as made

available to Buyer, reflect all amendments made thereto at any time prior to the date of this Agreement. No Seller Entity is in default

under, or in violation of, any of the provisions of its Charter Documents. The minute books (containing the records of meetings of the

equityholders, the board of directors (or equivalent) and any committees of any board of managers (or equivalent)), and the record books

of each Seller Entity that have been made available to Buyer are correct and complete in all material respects.

Section 4.02     Authority;

Enforceability. Each Seller Entity has full organizational power and authority, and all Permits necessary, to own, lease and operate

its properties, to carry on the Business, to execute and deliver the Transaction Documents to which it is a party, to perform its obligations

hereunder and thereunder and to consummate the Transactions. The execution and delivery by such Seller Entity of the Transaction Document

to which such Seller Entity is a party, the performance by such Seller Entity of its obligations thereunder and the consummation by such

Seller Entity of the Transactions have been duly authorized by all requisite organizational action on the part of such Seller Entity

and its equityholders, and no other organizational act or proceeding on the part of such Seller Entity or its equityholders is necessary

to authorize this Agreement, the other Transaction Documents or the Transactions. This Agreement has been duly executed and delivered

by each Seller Entity a party hereto, and (assuming due authorization, execution and delivery by each other Party) this Agreement constitutes

a legal, valid and binding obligation of such Seller Entity enforceable against such Seller Entity in accordance with its terms (except

as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’

rights generally and by general equitable principles). When each other Transaction Document to which such Seller Entity is, or will be,

party has been duly executed and delivered by such Seller Entity (assuming due authorization, execution and delivery by each other party

thereto), such Transaction Documents will constitute legal and binding obligations of such Seller Entity enforceable against such Seller

Entity in accordance with their respective terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles).

Section 4.03     Noncontravention.

The execution and delivery by each Seller Entity of the Transaction Documents to which it is a party, the consummation of the Transactions

and the performance of any obligations under any Transaction Document to which it is a party will not (a) violate or conflict with

any provisions of any Seller Entity’s Charter Documents, (b) violate, conflict with or result in a violation of, or constitute

a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law or Governmental Order to which

any Seller Entity or the Business, or, as it may affect the Business or the Transferred Assets, any Affiliates of any Seller Entity or

any Beneficial Owners, is subject, (c) violate, conflict with or result in a breach of any provision of, constitute a default (whether

after the giving of notice, lapse of time or both) under, result in or create in any Person the right to accelerate, terminate, modify

or cancel, or require any notice, authorization or consent under, any Material Contract or Permit to which any Seller Entity is a party

or by which any Seller Entity or the Business is bound or to which any of the Transferred Assets are subject (including any assigned

Contract), or (d) result in the imposition or creation of any Lien other than Permitted Liens upon any assets of the Seller Entities

or the Seller Securities. No Permit, consent or approval is required to be obtained or made, from or to any Governmental Authority or

any other Person, by or on behalf of any Seller Entity in connection with the execution, delivery and performance of the Transaction

Documents or the consummation of the Transactions. No Seller Entity has received any written or oral notice from any Governmental Authority

indicating that such Governmental Authority would oppose or not promptly grant or issue its consent or approval, if requested, with respect

to the Transactions.

Section 4.04     Actions

and Governmental Orders.

(a)           There

are, and in the last six (6) years there have been, no Actions pending or, to Seller’s Knowledge, threatened against or by

any Seller Entity (i) relating to or affecting (A) any Seller Entity or the Business, (B) any director, officer, employee

or equityholder of any Seller Entity (in their respective capacities as such) or (C) any Healthcare Provider in connection with

their activities on behalf of any Seller Entity, the Transferred Assets or the Assumed Liabilities or (ii) that challenge or seek

to prevent, enjoin or otherwise delay any of the Transactions. To Seller’s Knowledge, no event has occurred or circumstances exist

that may give rise to, or serve as a basis for, any such Action. Section 4.04(a) of the Disclosure Schedules sets forth

each settlement or similar Contract entered into by any Seller Entity in the last six (6) years.

(b)           There

are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting any Seller

Entity or the Business. Each Seller Entity is in compliance with the terms of each Governmental Order set forth on Section 4.04(b) of

the Disclosure Schedules, if any, and no event has occurred or circumstances exist that may constitute or result in (with or without

notice or lapse of time) a violation of any such Governmental Order by any Seller Entity.

Section 4.05     Brokers’

Fees. No Person, other than pH Partners, LLC and Logan Growth Advisors, is entitled to any brokerage, finder’s or other fee

or commission in connection with the Transactions based upon arrangements made by or on behalf of any Seller Entity or any of its Affiliates.

Section 4.06     Financial

Statements.

(a)           As

of the date hereof and as of the Closing Date, Section 4.06(a) of the Disclosure Schedules contains true and complete

copies of (a) the unaudited balance sheet of the Business as of June 30, 2026 (the “Latest Balance Sheet”)

and the related unaudited statements of income, owners’ equity and cash flows for the 6-month period then ended (the “Interim

Financials”), and (b) the audited balance sheets of the Business as of December 31, 2025, December 31, 2024

and December 31, 2023, and the related audited statements of income, owners’ equity and cash flows for the fiscal years then

ended (collectively, the “Financial Statements”). Each of the Financial Statements is correct and complete in all

material respects, has been prepared from and is consistent with the books and records of the Business (which books and records were

correct and complete in all material respects as of such times and for such periods and have been maintained in accordance with sound

business practices) and fairly presents in all material respects the financial condition and results of operations of the Business, owners’

equity and cash flows as of the times and for the periods referred to therein. The Financial Statements have been prepared in accordance

with GAAP applied on a consistent basis throughout the periods covered thereby, except as disclosed in the notes to such financial statements,

and subject to the absence of footnote disclosures and to normal recurring year-end adjustments in the case of the Interim Financials.

The Seller Entities maintain a system of internal controls sufficient to provide reasonable assurance that transactions involving the

Business are properly authorized and accurately recorded to permit the preparation of the Financial Statements.

(b)           Except

as set forth in Section 4.06(b) of the Disclosure Schedules, in the last three (3) years, there have been no formal

internal investigations regarding material financial reporting or accounting policies and practices discussed with, reviewed by or initiated

at the direction of the chief executive officer, chief financial officer or general counsel of any Seller Entity, the board of managers

(or equivalent) of any Seller Entity or any committee thereof. Except as set forth in Section 4.06(b) of the Disclosure

Schedules, in the last three (3) years, no Seller Entity has identified (i) “significant deficiency” in the internal

controls over financial reporting of the Business, (ii) a “material weakness” in the internal controls over financial

reporting of the Business or (iii) fraud, whether or not material, that involves management or other employees of the Business who

have a significant role in the internal controls over financial reporting of the Business.

Section 4.07     Undisclosed

Liabilities. No Seller Entity has any Liabilities of the type that would be required to be reflected on a balance sheet prepared

in accordance with GAAP, except for Liabilities (a) set forth on the Latest Balance Sheet or (b) which have arisen in the Ordinary

Course of Business since the Balance Sheet Date (none of which is material and none of which relates to a breach of Contract, warranty,

tort, infringement, violation of Law, environmental Liability, clean-up obligation or any Action). Except for Liabilities reflected in

the Financial Statements, no Seller Entity has any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation

S-K of the Securities Act.

Section 4.08     Absence

of Certain Changes, Events and Conditions. Since January 1, 2026, (a) the Seller Entities have operated the Business in

the Ordinary Course of Business; (b) no Restricted Event has occurred with respect to any Seller Entity or the Business; and (c) no

event has occurred and no circumstance exists that has caused or would reasonably be expected to result in a Material Adverse Effect.

Section 4.09     Compliance

with Laws; Permits.

(a)           Each

Seller Entity is currently, and for the last six (6) years has been, in compliance in all material respects with all applicable

Laws relating to (i) the operation of the Business and (ii) the maintenance and operation of its properties and assets. In

the last six (6) years, no written or oral notices have been received by, and no claims have been filed against, any Seller Entity

or Beneficial Owner alleging a violation of any such Laws in any material respect and no investigation or review by any Governmental

Authority with respect to any Seller Entity or the Business is pending or, to the Knowledge of Seller, threatened.

(b)           In

the last six (6) years, no Seller Entity or, to Seller’s Knowledge, its directors, officers, employees or agents, or other

Persons acting on behalf of any of the foregoing, has at any time, directly or indirectly, made any unlawful payment or given, offered,

promised, or authorized or agreed to give, any money or thing of value to an official of a Governmental Authority, employee of an entity

owned or controlled by a Governmental Authority, or any Person in violation of any applicable anti-corruption Laws or any other Laws

relating to bribery or corruption (the “Anti-Corruption Laws”). In the last six (6) years, there have been no

Actions or convictions, pending or, to Seller’s Knowledge, threatened, involving any Seller Entity or the Business related to any

actual or alleged violation of the Anti-Corruption Laws. The Seller Entities have implemented reasonable written internal controls to

avoid, detect and deter any violation of Anti-Corruption Laws.

Permits required for the Seller Entities to conduct and own the Business, as presently conducted and owned, or for the maintenance and

operation of its properties and assets, have been obtained by the applicable Seller Entity and are valid and in full force and effect.

All fees and charges due with respect to such Permits as of the date hereof have been paid in full. Section 4.09(c) of

the Disclosure Schedules sets forth a complete and correct list and brief description of each current Permit owned, held or possessed

by the Seller Entities which are related to the conduct or ownership of the Business or the maintenance and operation of its properties

and assets, including the names of the Permits and their respective dates of issuance and expiration. Each Seller Entity has fulfilled

and performed its obligations under each, and is not in breach or default under any, of the Permits which any Seller Entity owns, holds

or possesses, and no written notice of cancellation, modification, default or dispute concerning any Permit, or of any event, condition

or state of facts described in the preceding clause, has been received by any Seller Entity in connection with the consummation of the

Transactions or otherwise. All of the Permits set forth on Section 4.09(c) of the Disclosure Schedules will be available

for use in the operation by Buyer and its Affiliates of the Business immediately after the Closing, other than any Permits that may not

be assigned and any Permits the consent to the assignment of which is required and has not been obtained. No Seller Entity is, or has

been in the last six (6) years, a party to or subject to any Action seeking to revoke, suspend or otherwise limit any Permit. In

the last six (6) years, each Healthcare Provider required to be licensed, certified or registered has, at all times while providing

services on behalf of a Seller Entity, had a Permit to perform services in the state in which he or she performed such services, and

each such Permit has been (and, with respect to each Healthcare Provider currently performing services on behalf of a Seller Entity,

is) in full force and effect and without any restrictions. No Healthcare Provider has been subject to any investigations or, to the Knowledge

of Seller, complaints with respect to such Healthcare Provider’s Permit.

Section 4.10     Material

Contracts.

(a)           Section 4.10(a) of

the Disclosure Schedules includes a true and complete list of all of the following Contracts (other than, except for Sections 4.10(a)(i) and

4.10(a)(xii) below, Employee Benefit Plans) in effect as of the date hereof or under which any Seller Entity has any remaining

rights or obligations, to which any Seller Entity is a party or by which the Business, any Seller Entity or any of its assets or properties

is bound (all Contracts listed or required to be listed on Section 4.10(a) of the Disclosure Schedules, collectively,

the “Material Contracts”):

(i)            Contracts

(A) for the employment or engagement of any officer, employee, consultant or individual contractor on a full-time, part-time, consulting,

independent contractor or other basis (other than employment agreements and offer letters on the applicable Seller Entity’s standard

form made available to Buyer for any employee whose annual base salary does not exceed $75,000, provided that such employment agreement

or offer letter does not provide severance and is terminable at will by the applicable Seller Entity on not more than 30 days notice),

including all Provider Agreements, (B) providing severance payments or change of control payments, or (C) relating to loans

(other than under a 401(k) plan) to officers, directors, managers, employees or Affiliates;

(ii)           Contracts

for Indebtedness or any agreement or indenture relating to the borrowing of money or to the mortgaging, pledging, guaranteeing or otherwise

placing a Lien on any asset or group of assets;

(iii)           partnership,

joint venture, collaboration, joint marketing, equityholders’ or other similar Contracts;

(iv)          Contracts

with respect to the lending or investing of funds;

(v)           lease,

sublease, license or other similar Contracts under which any Seller Entity is lessee or lessor of, or holds or operates or permits any

third party to hold or operate, any property, real or personal, including any Leases;

(vi)          Intellectual

Property Agreements or Contracts with respect to Systems, in each case that are either material to the Business or involve annual aggregate

consideration in excess of $25,000, including all modifications, amendments and supplements thereto and waivers thereunder (except for:

(A) licenses to Off-the-Shelf Software, and (B) standard employment agreements entered into by any Seller Entity in the Ordinary

Course of Business);

(vii)         Contracts

or groups of related Contracts for the purchase or sale of products or services under which the undelivered balance of such products

and services has a selling price in excess of $25,000, or any other Contracts involving the payment or potential payment by or to any

Seller Entity of more than $25,000 during any twelve (12)-month period;

(viii)        Contracts

containing any provision or covenant prohibiting or limiting the ability of any Seller Entity to (A) engage in any business activity

or compete with any Person or (B) solicit or hire any customer, patient, employee or other service provider in any geographical

area;

(ix)          Contracts

containing any provision or covenant limiting disclosure of confidential or proprietary information by any Seller Entity, other than

standard confidentiality provisions in Contracts entered into in the Ordinary Course of Business;

(x)           Contracts

(A) containing a “most favored nation” or similar provision; (B) containing any provision or covenant concerning

the exclusive provision of goods or services by or to any Seller Entity; or (C) under which any Seller Entity has agreed to purchase

or provide a minimum quantity of goods or services or guarantee any minimum capacity in space or services;

(xi)           letters

of intent, memorandums of understanding or definitive Contracts relating to the acquisition or disposition of any business or securities

(whether by merger, sale of equity, sale of assets or otherwise);

(xii)          equity

option, equity purchase, equity appreciation, non-qualifieddeferred compensation, severance or other similar plans or Contracts, in each

case of this clause (xii), for the benefit of current or former directors, managers, shareholders, members, officers or employees of

any Seller Entity;

(xiii)        any

Payor Agreements;

(xiv)        Contracts

with hospitals, ambulatory surgery centers and other healthcare facilities;

(xv)         collective

bargaining agreements or other Contracts to or with any labor union or other employee representative;

(xvi)        settlement,

conciliation or similar Contracts with any Governmental Authority or any other Person;

(xvii)       Contracts

with any Governmental Authority;

(xviii)      warranty

Contracts with respect to products sold or services rendered;

(xix)        agency,

marketing, advertising, sales or promotion Contracts;

(xx)          Contracts

requiring notice to, consent from, or any payments to be made to, any Person in connection with the change of control or sale of substantially

all of the assets of the Seller Entities; and

(xxi)        other

Contracts (or groups of related Contracts) not entered into in the Ordinary Course of Business or that are otherwise material to the

Seller Entities, the Business or the Transferred Assets.

(b)           Each

Material Contract is in full force and effect and is a legal, valid and binding obligation of a Seller Entity or one of its Subsidiaries

(except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’

rights generally and by general equitable principles). Each Seller Entity has performed in all material respects all obligations required

to be performed by it and is not, and to Seller’s Knowledge, no other party is, in material default, or in material breach of or

in receipt of any written claim of material default or material breach, under any Material Contract, and to Seller’s Knowledge,

no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event

of noncompliance under any Material Contract. Seller has made available to Buyer a correct and complete copy of, or, if oral, a reasonably

complete and accurate written description of, each Material Contract, together with all amendments, waivers, modifications, or other

changes thereto.

Section 4.11     Title

to Transferred Assets; Sufficiency of Assets.

(a)           Old

VFD (or, following the consummation of the transactions contemplated by the Asset Transfer Agreement, Old VFD, Dental Services Organization

and/or Clinical Sub) are in possession of and own good and valid title to, or a valid leasehold interest in, all of the properties and

assets (i) reflected on the face of the Latest Balance Sheet, (ii) located on any of the premises of any Seller Entity, or

(iii) used in the conduct of the Business, in each case free and clear of Liens (other than (A) statutory Liens for current

Taxes (1) not yet due and payable and (2) for which adequate reserves are reflected on the Latest Balance Sheet in accordance

with GAAP, (B) (1) Liens (other than for Taxes) otherwise reflected on the face of the Latest Balance Sheet, (2) mechanics’,

carriers’, workmen’s, repairmen’s and landlords’ liens and other similar encumbrances arising or incurred in

the ordinary course of business that do not materially and adversely affect the occupancy, use, or value of any of the properties and

assets of the Business, and (3) restrictions in any lease, license or other Contract pursuant to which title to or an interest in

any property or asset is granted (collectively, “Permitted Liens”) and (C) those Liens set forth on Section 4.11(a) of

the Disclosure Schedules, all of which will be released in connection with the Closing).

(b)           The

buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other tangible assets owned by the Seller Entities

are structurally sound, have been maintained in all material respects in accordance with normal industry practice, are in good operating

condition and repair (normal wear and tear excepted), and are adequate for the uses to which they are being put, and none of such buildings,

plants, structures, furniture, fixtures, machinery, equipment, vehicles and other tangible assets is in need of maintenance or repairs

except for ordinary, routine maintenance and repairs. To the Knowledge of Seller, all buildings, structures, improvements, fixtures,

building systems and equipment, and all components thereof, located on, attached to or included in any real property operated by the

Seller Entities are in all material respects in good condition and repair (normal wear and tear excepted) and sufficient for the operation

of and occupancy relative to the Business in the Ordinary Course of Business. Old VFD and Seller (or, following the consummation of the

Asset Transfer Agreement, Old VFD, Dental Services Organization and/or Clinical Sub) own or lease under valid Contracts all material

assets or properties necessary for the continued conduct of the Business by Buyer and its Affiliates immediately after the Closing in

substantially the same manner as conducted immediately prior to the Closing and constitute all of the rights, property and assets necessary

for the Business as currently conducted.

Section 4.12     Real

Property.

(a)           Section 4.12(a) of

the Disclosure Schedules sets forth a true, correct and complete list of all real property leased, subleased, licensed to, occupied,

operated in connection with, or used in, the Business (the “Leased Real Property”) and sets forth and describes, including

address, and the name of the landlord, sublandlord, licensor or grantor, a correct and complete list of all leases, subleases, licenses,

and occupancy agreements, in each case, whether written or oral, and including all amendments, extensions, renewals, guaranties, and

other agreements with respect thereto (collectively, the “Leases”), to which a Seller Entity is a party or by which

any Seller Entity is bound with respect to the Leased Real Property. The leasehold interests relating to the Leases are free and clear

of all Liens, other than Permitted Liens and Liens set forth on Section 4.11(a) of the Disclosure Schedules, all of

which Liens set forth on Section 4.11(a) of the Disclosure Schedules will be released in connection with the Closing.

The Seller Parties have a valid leasehold interest in the Leased Real Property. Each Lease is in full force and effect, and is valid,

binding and enforceable, subject to proper authorization and execution of each Lease by the other parties thereto. As of the date hereof,

no Seller Entity has received any written notice from the other party to any Lease of the termination or proposed termination thereof.

The Leased Real Property set forth on Section 4.12(a) of the Disclosure Schedules constitutes all real property used

in the Business.

(b)           With

respect to each of the Leases: (i) the Seller Entities’ possession and quiet enjoyment of the Leased Real Property under each

such Lease has not been disturbed, and to the Knowledge of Seller, there are no disputes with respect to such Lease; (ii) no Seller

Entity has assigned any interest under any of the Leased Real Property, licensed or sublet or permitted any other Person to occupy or

use any part of the Leased Real Property; (iii) no Seller Entity has collaterally assigned or granted any other security interest

in such lease or any interest therein; (iv) there are no Liens on the estate or interest created by such Lease (other than Permitted

Liens and Liens set forth on Section 4.11(a) of the Disclosure Schedules, all of which Liens set forth on Section 4.11(a) of

the Disclosure Schedules will be released in connection with the Closing); (v) no security deposit or portion thereof deposited

with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; and

(vi) no Seller Entity owes, or will owe in the future with respect to the current term of the Lease, any brokerage commissions or

finder’s fees with respect to such Lease. No Seller Entity has received any written claim of adverse possession by any Person with

respect to the Leased Real Property. No Person other than the Seller Entity, and any sublessees, licensees or others claiming under the

applicable Seller Entity, has any right to use, occupy or lease any of the Leased Real Property, except as set forth in the applicable

Lease. The Seller Entity’s leasehold interest in the Leased Real Property is not subject to a right of relocation or early termination

by the lessor during the term of the leases of the Leased Real Property, except as set forth in the applicable Lease. There are no associations

or agreements contained in any easement, restrictive covenant, or any similar instrument or agreement affecting any of the Leased Real

Property.

the Knowledge of Seller, the Leased Real Property and all of the buildings, structures, improvements, fixtures, building systems and

equipment, and all components thereof conform in all material respects to all applicable building codes and zoning ordinances or other

Laws. No Seller Entity or any of its Affiliates have received any written notice of any: (i) violations of building codes or zoning

ordinances or other Laws affecting the Leased Real Property (which have not been cured as of the date hereof); (ii) existing, pending

or, to the Knowledge of Seller, threatened condemnation Actions affecting the Leased Real Property; or (iii) existing, pending or,

to the Knowledge of Seller, threatened zoning, building code or other moratorium Actions which could reasonably be expected to materially

impair the use, occupancy or enjoyment of the Leased Real Property. The Leased Real Property abuts on and has direct vehicular access

to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Leased Real Property

and comprising a part of such Leased Real Property, is supplied with public or quasi-public utilities and other services appropriate

for the operation of Seller Entity’s business located thereon and is not located within any flood plain or area subject to wetlands

regulation or any similar restriction. No part of any building, structure, fixture or other improvement on the Leased Real Property encroaches

on any other real property and there are no buildings, structures, fixtures or other improvements primarily situated on any adjoining

property which encroach on any real property described or required to be described on Section 4.12(a) of the Disclosure

Schedules. There is no claim or, to the Knowledge of Seller, claim threatened for actions from violations of laws or loss, injury, or

damage which a Seller Entity may be required to indemnify another party under the terms and conditions of the leases of the Leased Real

Property. There is no pending or, to the Knowledge of Seller, threatened proceeding affecting all or any part of the Leased Real Property

or a Seller Entity’s use or occupancy thereof or the conduct of its operations thereon, and the Seller Entities have not received

any written notice thereof.

(d)           No

Seller Entity owns or has ever owned, or, except as may be expressly set forth in the Leases, holds any option to acquire, any real property.

No Seller Entity is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession,

lease, occupancy or enjoyment of any Leased Real Property, except as disclosed in Section 4.12(a) of the Disclosure

Schedules.

(e)           The

Seller Entities have delivered to Buyer correct and complete copies, or, if oral, a reasonably complete and accurate written description,

of the Leases. All tenant allowances, rent abatements and other similar inducements and payments to be paid to the Seller Entities under

the Leases have been paid in all material respects and all construction obligations to be performed by the landlords under the Leases

have been performed in all material respects. Each applicable Lease is in full force and effect and grants to the Seller Entity as the

tenant or subtenant under the Lease the exclusive right to use and occupy the demised premises thereunder. Each applicable Seller Entity

and, to the Knowledge of Seller, each other Person that is a party to an applicable Lease has complied and is complying, in all material

respects, with the terms of each such Lease, and no Seller Entity has received or delivered written notice of default under any Lease

that remains uncured, and, to the Knowledge of Seller, no event has occurred or condition exists which, with notice or lapse of time,

or both, would constitute a breach, default by a Seller Entity, landlord, or any other party under any such Lease. The Leased Real Property

constitutes all real property necessary for the Business. The rental rate set forth in each of the Leases is the actual rental rate being

paid, and there are no separate agreements or understandings with respect thereto.

(f)            To

the Knowledge of Seller, all work previously performed by contractors engaged by any Seller Entity in connection with the demolition,

expansion, construction or installation of improvements to the Leased Real Property has been performed in accordance with the plans and

Contracts therefor in all material respects, and no such contractor involved in any such project is in material default under the terms

of its applicable Contract. The costs of all labor and materials by contractors engaged by any Seller Entity for any construction, improvements,

rebuilding, alteration or repair of the Leased Real Property have been promptly paid and there are no liens filed or, to the Knowledge

of Seller, threatened to be filed by such contractors against the Leased Real Property.

(g)           The

Leased Real Property is sufficient in all material respects for the conduct of the business of the Seller Entities as currently conducted.

No real estate, other than the Leased Real Property, is needed for the current operations of the Seller Entities. The Seller Entities

have not received any written notification from any governmental or public authority that the Leased Real Property (1) is in violation

of any applicable fire, health, building, use, occupancy, environmental or zoning laws where such violation remains outstanding or (2) requires

any work to be done upon or in the Leased Real Property, where such work remains outstanding.

Section 4.13     Intellectual

Property.

(a)           Section 4.13(a) of

the Disclosure Schedules contains a complete and accurate list of all of the following: (i) Intellectual Property Registrations

(including, for the avoidance of doubt, all Domain Names, social media accounts, usernames and other digital identifiers), (ii) material

unregistered Intellectual Property Assets, and (iii) for all Intellectual Property Registrations, all filing, maintenance,

renewal and other deadlines occurring within six (6) months of the date of this Agreement, and all expiration dates of the

registrations, grants, issuances and applications, as applicable. All required registration, renewal, maintenance, recordation and other

applicable filings and maintenance/renewal fees related to the Intellectual Property Registrations have been filed with and paid to the

relevant Governmental Authorities and authorized registrars by the applicable deadline, and except as indicated on Section 4.13(a) of

the Disclosure Schedules there are no such fees due within six (6) months of the Closing Date. All of the Intellectual Property

Assets are subsisting and, to Seller’s Knowledge, valid and enforceable. No Intellectual Property Registrations have been abandoned,

cancelled, forfeited, relinquished, allowed to lapse or rejected by any action or failure to take action by any Seller Entity (other

than Intellectual Property Registrations that have lapsed due to the expiration of their statutory term or that were intentionally allowed

to lapse pursuant to a business decision as set forth on Section 4.13(a) of the Disclosure Schedules.

(b)           Old

VFD (or, following the consummation of the Asset Transfer Agreement, Dental Services Organization) is the sole legal and beneficial,

and with respect to the Intellectual Property Registrations, record, owners of all right, title and interest in and to the Intellectual

Property Assets, and such Persons have the valid right to use, pursuant to and subject to the terms of an Intellectual Property Agreement,

all other Seller Intellectual Property, in each case, free and clear of Liens, other than Permitted Liens and Liens set forth on Section 4.11(a) of

the Disclosure Schedules, all of which will be released in connection with the Closing. No loss of any of the Seller Intellectual Property

listed on Section 4.13(a) of the Disclosure Schedules is pending or, to the Knowledge of Seller threatened, and no Seller

Entity has taken any action, or failed to take any action that would reasonably be expected to form the basis for, or result in the abandonment,

disclaimer, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any Seller Intellectual Property. All Persons

(including employees, partners, independent contractors, and other service providers) who have participated in the creation or development

of any material Intellectual Property Assets on behalf of the Seller Entities or the Business during the six (6) years preceding

the date of this Agreement have assigned such Intellectual Property to the applicable Seller Entity by written agreement or by operation

of Law. All of the Seller Intellectual Property will be owned or available for use (subject to the terms of any applicable Intellectual

Property Agreement) by Buyer and its Affiliates immediately after the Closing on terms and conditions substantially similar to those

under which the applicable Seller Entity owned or used the Seller Intellectual Property immediately prior to the Closing, except to the

extent any third-party consents are required as set forth on Section 4.13(b) of the Disclosure Schedules, which schedule

shall include a complete listing of all Intellectual Property Agreements requiring any consent, waiver, or approval of any third party

in connection with the Transactions, except for licenses to Off-the-Shelf Software.

current or former partner, equityholder, director, officer, or employee of any Seller Entity (including any Beneficial Owner) will, after

giving effect to each of the transactions contemplated in this Agreement, own or retain any ownership rights in or to, have the right

to receive any royalty or other payment with respect to, any of the Intellectual Property Assets; provided that the foregoing

shall not restrict any such Person from retaining and using general professional knowledge, skills, experience and techniques developed

or acquired during such Person’s association with any Seller Entity.

(d)           The

Seller Entities have taken all reasonable and necessary steps to protect and preserve the confidentiality of all Trade Secrets that are

Seller Intellectual Property and that are material to the Business (the “Seller Trade Secrets”). No inadvertent or

unauthorized access to or use or disclosure of any Seller Trade Secrets has occurred. No event has occurred, and no circumstance exists,

that will, or would reasonably be expected to, result in or require the delivery, license, disclosure or release of Seller Trade Secrets

by any Seller Entity or, to the Knowledge of Seller, any other Person.

(e)           The

Intellectual Property Assets and conduct of the Business (including as formerly conducted during past three (3) years) have not

infringed, misappropriated, diluted or otherwise violated, and do not, and, to the Knowledge of Seller, will not, infringe, misappropriate,

dilute or otherwise violate, the Intellectual Property or other rights of any Person. No Seller Entity has been subject to (or is currently

subject to) any Action or received any written demand related to the foregoing or that otherwise seeks to limit or challenge the validity,

enforceability, ownership or use of the Intellectual Property Assets (including any offer to license any Intellectual Property from any

other Person). To the Knowledge of Seller, no Person has infringed, misappropriated, diluted or otherwise violated any of the Intellectual

Property Assets.

(f)            To

the Knowledge of Seller, no material facts or circumstances exist to suggest that the Seller Entities do not have rights necessary to

transfer to Dental Services Organization or Buyer and its Affiliates all Seller Data in the possession of the Seller Entities, or that

the execution of this Agreement and the consummation of the Transactions requires any Seller Entity to seek any consent, waiver, approval

or declaration from any employee, supplier, service provider or other Person in connection with the transfer of any Seller Data. The

execution of this Agreement and the consummation of the Transactions will not impose any restrictions upon Buyer’s or its Affiliates’

ability to, and Buyer and its Affiliates will have the ability to, conduct Processing of such Seller Data immediately after the Closing

in the same manner that the Seller Entities conducted Processing of such or similar Seller Data immediately prior to the Closing. The

Seller Data, and any databases, data packages and organized or structured collections of data that are in use for the Business are in

good operating condition and are useable in the Ordinary Course of Business. Immediately following the Closing, such databases, data

packages and organized or structured collections of data will have at least the same data, content, information and functionality as

of the date hereof, subject to changes to the data, content or information made in the Ordinary Course of Business.

Section 4.14     Insurance.

(a)           Section 4.14(a) of

the Disclosure Schedules sets forth a correct and complete list of all insurance policies covering the Seller Entities, the Business

or the Transferred Assets (collectively, the “Insurance Policies”), and for each Insurance Policy indicates: (a) the

name of the insurer; (b) the coverage limit; (c) the type of insurance, and whether it is an occurrence or claims-made policy;

(d) the policy number; and (e) the expiration date. Each Insurance Policy is in full force and effect (and will remain in full

force and effect following the consummation of the Transactions, except as set forth on Section 4.14(a) of the Disclosure

Schedules). No Seller Entity is in breach of or in default with respect to its obligations under any of the Insurance Policies (including

with respect to the payment of premiums due and payable prior to Closing) in any material respect, and no claim for coverage made by

any Seller Entity under any such Insurance Policies has been disputed or denied by the underwriters of such Insurance Policies. No Seller

Entity has received any written notice of cancellation or alteration of coverage or intent to cancel or materially reduce coverage, or

notice of increase or intent to increase premiums (except for ordinary rate changes), with respect to any of the Insurance Policies.

Since inception, the Seller Entities have maintained insurance coverage reasonably appropriate for the conduct of its business and operations

without interruption, and the Insurance Policies are of the type and in the amounts of, and provide a substantially similar scope of

insurance coverage to, those insurance policies customarily carried by Persons engaged in the businesses in which the Seller Entities

are engaged. The Seller Entities insure their assets and their business in such a manner as may be required by all applicable Laws and

Contracts to which they are a party or by which they or their assets or properties are bound. Correct and complete copies of all of the

Insurance Policies have been made available to Buyer. To the Knowledge of Seller, all incidents that have occurred and which could result

in a claim after the date hereof have been reported to the relevant insurer. Section 4.14(a) of the Disclosure Schedules

sets forth pending claims under the Insurance Policies. This Section 4.14 does not apply to insurance with respect to any

Employee Benefit Plan.

(b)           Each

Healthcare Provider who provided services on behalf of the Seller Entities during the last three (3) years (i) maintained valid

and collectible professional liability insurance policies, with liability limits of at least [***] per occurrence

and [***] in the aggregate and (ii) at all such times was listed on the declarations page of the

professional liability insurance policies for the Seller Entities, as applicable. To the Knowledge of Seller, no Healthcare Provider

who provided professional services on behalf of Seller during the last three (3) years has received written or, to the Knowledge

of Seller, other notice from any insurance carrier denying or disputing any claim, the amount of any claim or the coverage of any claim

made on any such insurance policy or similarly reserving rights in connection therewith relating to work performed for the Seller Entities.

Section 4.15     Environmental

Laws.

(a)           The

Seller Entities and the Business are, and at all times within the past six (6) years have been, in compliance in all material respects

with all applicable Environmental Laws, all Permits issued under them, and all related Governmental Orders. The Seller Entities hold

all Permits under Environmental Laws necessary for the operation of the Business as currently conducted and as currently planned. No

Action is pending or, to the Knowledge of Seller, has been threatened, filed or commenced against any Seller Entity with respect to,

and no notice, report or other information has been received by or requested from any Seller Entity or any of its Affiliates (whether

orally or in writing) alleging, any failure to comply with, or any Liability or potential Liability under, any Environmental Laws or

regarding any Hazardous Materials. No Hazardous Materials are being used, stored, disposed of, or transported, or have been used, stored,

disposed of, or transported by or on behalf of any Seller Entity under circumstances or in a condition that could reasonably be expected

to result in any Liability to any Seller Entity or interfere with the operation of the Business.

(b)           There

has been no Release during the period of ownership or operation by a Seller Entity from, on, upon or into any real property owned or

operated, or any real property formerly owned or operated, by any Seller Entity, which has not been addressed to the satisfaction of

the applicable Governmental Authority, and to the Knowledge of Seller there has been no Release during the period of ownership or operation

by a Seller Entity from, on, upon or into any real property adjoining or in the vicinity of any real property owned or operated by any

Seller Entity that is adversely affecting any real property operated by any Seller Entity. Hazardous Materials are or were not otherwise

present during the period of ownership or operation by a Seller Entity at any real property owned or operated or formerly owned or operated

by any Seller Entity under circumstances or in a condition that could reasonably be expected to result in any Liability to such Seller

Entity or to interfere with any of the Seller Entities’ operations.

the Knowledge of Seller, there are no asbestos-containing materials, whether in the nature of thermal insulation products such as pipe,

filler or breach coverings, wraps or blankets or sprayed- or troweled-on products, flooring, roofing, ceiling materials, or otherwise,

underground storage tanks, polychlorinated biphenyl (“PCB”)–containing equipment, or lead-based paint, in each case,

in, on or upon any real property owned or operated by any Seller Entity.

(d)           The

Seller Entities have provided Buyer with complete copies of all reports of any studies, environmental site assessments, environmental

or health-and-safety compliance audits, environmental investigations, environmental remediation, sampling data, or other similar documents,

to the extent in the possession, custody or control of any of the Seller Parties, relating to the Business or to any real property currently

or formerly owned or operated by any Seller Entity.

(e)           No

Seller Entity is a party to, or otherwise bound by, any agreement pursuant to which any Seller Entity has assumed, undertaken, provided,

or agreed to provide indemnity with respect to any Liability relating to Environmental Laws or Hazardous Materials.

Section 4.16     Employee

Benefit Matters.

(a)           Section 4.16(a) of

the Disclosure Schedules contains a complete list of all Employee Benefit Plans. No Employee Benefit Plan covers employees or individuals

who reside and provide services to the Seller Parties outside of the United States and no Employee Benefit Plan is otherwise subject

to the laws of a jurisdiction other than the United States.

(b)           With

respect to each of the Employee Benefit Plans, the Seller Entities have made available to Buyer accurate, current and complete copies

of each of the following (as applicable): (i) the current plan document together with all amendments (or a written summary of the

material terms if the plan has not been reduced to writing), (ii) the current summary plan description and any subsequent summaries

of material modification thereto, (iii) the two most recently filed Form 5500s, with schedules and financial statements attached,

(iv) for each Qualified Benefit Plan, the most recent determination, opinion or advisory letter from the IRS, (v) the three

most recent nondiscrimination, coverage and other compliance tests performed under the Code for any Employee Benefit Plan, (vi) actuarial

valuations and reports with respect to the two most recently completed plan years, (vii) all material contracts including trust

agreements, insurance contracts and administrative service agreements, and (viii) copies of any non-routine notices, letters or

other correspondence, in each case of this clause (viii), during the last three (3) years from the IRS, Department of Labor, Pension

Benefit Guaranty Corporation or other Governmental Authorities.

of the Employee Benefit Plans and related trusts has been established, administered, operated, funded and maintained in all material

respects in accordance with its terms and in compliance in all material respects with all applicable Laws (including, to the extent applicable,

ERISA, the Code and any applicable local Laws and, in each case, the applicable rules, regulations and guidance promulgated thereunder).

Each Qualified Benefit Plan is qualified under Section 401(a) of the Code and has received a favorable and current determination

letter from the IRS or with respect to a prototype plan or volume submitter plan, can rely on an opinion or advisory letter from the

IRS to the prototype plan or volume submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the

plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code,

and nothing has occurred and no circumstances exist that could reasonably be expected to adversely affect the qualified status of any

such Qualified Benefit Plan or impose a material Lability, penalty or Tax with respect to such Qualified Benefit Plan.

(d)           All

benefits, contributions and premiums relating to each of the Employee Benefit Plans have been timely paid in accordance with the terms

of such Employee Benefit Plans and all applicable Laws and accounting principles, and all benefits, contributions and premiums relating

to each of the Employee Benefit Plans for any period ending on or before the Closing Date that are not due prior to the Closing have

been paid, accrued or otherwise adequately reserved in accordance with GAAP.

(e)           None

of the Seller Entities, nor, to Seller’s Knowledge, any “party in interest” or any “disqualified person”

(as defined in Section 3(14) of ERISA and Section 4975(e)(2) of the Code, respectively) with respect to the Employee Benefit

Plans has engaged in a nonexempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406

of ERISA with respect to any Employee Benefit Plan during the last (3) years. With respect to each Employee Benefit Plan, no officer

of any Seller Entity who is a “fiduciary” (within the meaning of Section 3(21) of ERISA) of such Employee Benefit Plan,

or to Seller’s Knowledge, any other Person who is a “fiduciary” (within the meaning of Section 3(21) of ERISA)

of such Employee Benefit Plan has engaged in any breach of fiduciary duty (as determined under ERISA) with respect to such Employee Benefit

Plan or any other failure to act or comply in connection with the administration or investment of the assets of such Employee Benefit

Plan.

(f)            None

of the Seller Entities or any of their respective ERISA Affiliates has ever maintained, sponsored, contributed to or had any obligation

to contribute to, or had any obligation or Liability under or with respect to (i) a multiemployer plan within the meaning of Section 3(37)

or Section 4001(a)(3) of ERISA, (ii) a “multiple employer plan” within the meaning of Section 413(c) of

the Code, (iii) any plan, program, agreement or arrangement subject to the minimum funding standards of Section 412 of the

Code or Section 302 or Title IV of ERISA or a “defined benefit” plan within the meaning of Section 414(j) of

the Code or Section 3(35) of ERISA (whether or not subject thereto), (iv) a “multiple employer welfare arrangement”

within the meaning of Section 3(40) of ERISA, or (v) a “voluntary employees’ beneficiary association” within

the meaning of Section 501(c)(9) of the Code or “welfare benefit fund” within the meaning of Section 419 of

the Code. None of the Seller Entities or any ERISA Affiliate has withdrawn at any time within the preceding six (6) years from any

multiemployer plan (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA), or incurred any withdrawal liability

from a multiemployer plan (within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA) which remains unsatisfied,

and no events have occurred and no circumstances exist that could reasonably be expected to result in any such liability for any Seller

Entity or ERISA Affiliate. Except as otherwise set forth on Section 4.16(f) of the Disclosure Schedules, each Employee

Benefit Plan that provides health, life insurance, medical, dental, vision, prescription drug, disability or accidental death and dismemberment

benefits is fully insured by a third-party insurance company, other than any spending account, health savings account or health reimbursement

arrangement. No Employee Benefit Plan is maintained through a human resources and benefits outsourcing entity, professional employer

organization, or other similar vendor or provider, except to provide third-party administrative or recordkeeping services. No Employee

Benefit Plan is subject to any Lien under ERISA or the Code.

(g)           No

employee of the Seller Entities is a “leased employee” within the meaning of Section 414(n) of the Code. The Seller

Entities have, for purposes of each Employee Benefit Plan, correctly classified those individuals performing services for the Seller

Entities as common law employees, leased employees or independent contractors of the Seller Entities such that no individual who has

been classified by the Seller Entities as a non-employee could reasonably be expected to have a claim for eligibility to participate

in any Employee Benefit Plans. None of the Seller Entities have ever been bound by any collective bargaining agreement or similar agreement

to maintain or contribute to any Employee Benefit Plan.

(h)           Other

than as required under COBRA and for which the beneficiary pays the entire premium cost (or for coverage through the last day of the

month in which termination of employment or service occurs, to the extent required by the terms of the applicable Employee Benefit Plan),

none of the Employee Benefit Plans provides post-termination or retiree welfare benefits to any individual for any reason, and none of

the Seller Entities have any obligation to provide such post-termination benefits. The Seller Entities and each of their respective ERISA

Affiliates are and have been in compliance in all material respects with COBRA.

(i)            As

of the date of this Agreement, no Actions (other than routine claims for benefits) with respect to any Employee Benefit Plan are pending

or, to Seller’s Knowledge, threatened, and to Seller’s Knowledge, as of the date of this Agreement, there are no facts that

reasonably could be expected to give rise to any such material Actions, material suits or material claims against any Employee Benefit

Plan, any fiduciary with respect to an Employee Benefit Plan or the assets of an Employee Benefit Plan. No Employee Benefit Plan is,

as of the date of this Agreement, under audit or nonroutine examination (nor has written notice been received as of the date of this

Agreement of a potential audit or examination) by any Governmental Authority.

(j)            Except

as otherwise set forth on Section 4.16(j) of the Disclosure Schedules, neither the execution of this Agreement nor the

consummation of the Transactions could (either alone or upon the occurrence of any additional or subsequent events): (i) entitle

any current or former employee, officer, director, consultant or individual contractor of the Seller Entities to severance pay, termination

pay or any other payment or benefit (whether in cash, property or the vesting of property) or the forgiveness of any indebtedness, (ii) accelerate

the time of payment, funding or vesting, or increase the amount of compensation due to any such individual, (iii) increase the benefits

or amounts payable under or result in any other obligation pursuant to any Employee Benefit Plan, (iv) result in the triggering

or imposition of any restrictions or limitations on the rights of the Seller Entities to amend or terminate any Employee Benefit Plan,

(v) result in an obligation to fund any benefits under an Employee Benefit Plan or (vi) give rise to any “parachute payment”

within the meaning of Section 280G(b)(2) of the Code.

(k)           None

of the Seller Entities has or could reasonably be expected to have any Liability for Taxes under Sections 4975 through 4980, Sections

4980A through 4980I, or Sections 6055 and 6056 of the Code. The Employee Benefit Plans that are “group health plans”

(within the meaning of Section 733(a)(1) of ERISA) have complied at all applicable times, and are in compliance with, in all

material respects, the requirements of the Law (including the proposed regulations) thereunder, including the Health Insurance Portability

and Accountability Act of 1996, as amended and the Patient Protection and Affordable Care Act of 2010, as amended, and no circumstance

exists or event has occurred with respect to any such Employee Benefit Plan, which reasonably could be expected to result in a material

violation or material penalty under any of the foregoing Laws.

(l)            Each

plan, program, agreement or arrangement of the Seller Entities that is or forms part of a “nonqualified deferred compensation plan”

(within the meaning of Section 409A(d) of the Code) has been administered, documented and maintained in all material respects

in accordance with Section 409A of the Code and the rules and regulations promulgated thereunder, such that no Tax, interest

or penalty is or has been due and owing in respect of such arrangement failing to be in compliance therewith. None of the Seller Entities

has any “gross-up” or indemnity obligations for taxes imposed under Section 4999 or 409A of the Code.

Section 4.17     Employment

Matters.

(a)           Section 4.17(a) of

the Disclosure Schedules contains a list of all Persons who are employees of the Seller Entities as of the date hereof, including any

employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each employee the

following: (i) name, (ii) title or position (including whether full or part time), (iii) location, (iv) hire date,

(v) current annual salary rate or hourly wage rate (as applicable), (vi) wage and hour classification (exempt/non-exempt),

(vii) commission, bonus or other incentive-based compensation opportunity, and (viii) a description of the fringe benefits

provided to each such individual as of the date hereof. Section 4.17(a) of the Disclosure Schedules contains a list

of each independent contractor or consultant who is engaged by the Seller Entities as of the date hereof to provide services other than

tax, accounting and legal services, or services exclusively related to the transactions contemplated hereby, and shows, with respect

to each such independent contractor or consultant, the individual’s (i) name, (ii) title or position and/or nature of

services, (iii) location, (iv) start and end dates of engagement, and (v) current contract fee. At Closing, all compensation,

including wages, commissions and bonuses payable to all employees, independent contractors or consultants of the Seller Entities for

services performed on or prior to the Closing which have become due will have been paid in full, other than any wages, commissions to

be paid in the Ordinary Course of Business on the pay date immediately following the Closing.

(b)           Within

the last four (4) years, (i) the Seller Entities are not, nor have they been, party to, bound by, or negotiating any collective

bargaining agreement or other Contract with a union, works council or labor organization (collectively, “Union”),

and there is not, and has not been, any Union representing or purporting to represent any employee of any Seller Entity; (ii) to

the Knowledge of Seller, no Union or group of employees is seeking or has sought to organize employees of the Seller Entities for the

purpose of collective bargaining, and no Union or employee has filed any representation petition or made any written or oral demand to

the Seller Entities for recognition; and (iii) there has not been, nor to the Knowledge of Seller, has there been any threat of,

any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting

Seller or the Business or any employees of the Seller Entities. The Seller Entities do not have a duty to bargain with any Union.

Seller Entities and the Business are and for the last four (4) years have been, in compliance in all material respects with all

applicable Laws pertaining to employment and employment practices to the extent they relate to employees or independent contractors of

the Seller Entities and the Business, including all Laws relating to labor relations, equal employment opportunities, fair employment

practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration,

wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break

periods, privacy, health and safety, workers’ compensation, leaves of absence and unemployment insurance. All individuals characterized

and treated by the Seller Entities as consultants or independent contractors of the Seller Entities (in whole or in part) are lawfully

classified and treated as independent contractors (to the extent so treated by the Seller Entities) under all applicable Laws. All employees

of the Seller Entities classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified.

There are no Actions or Governmental Orders against or applicable to the Seller Entities pending, or to Seller’s Knowledge, threatened

to be brought or filed, by or with any Governmental Authority or arbitrator in connection with the employment or engagement of any current

or former applicant, employee, consultant, volunteer, intern or independent contractor of the Seller Entities, including any Action relating

to unfair labor practices, employment discrimination, harassment, retaliation, equal pay, wages and hours or any other employment related

matter arising under applicable Laws, and there have been no such Actions or Governmental Orders in the last four (4) years. All

individuals employed by a Seller Entity within the United States are lawfully permitted to work in the U.S. and the Seller Entities have

not received a notification from the United States Department of Homeland Security, the Social Security Administration or any other Governmental

Authority that the social security number it has for one or more employees does not match the records of such Governmental Authority.

The Seller Entities are and have been in compliance in all material respects with all applicable Laws regarding immigration and employment

of non-citizen workers, including all Form I-9 requirements and other documentation requirements with respect thereto.

(d)           In

the last three (3) years, no employee of any Seller Entity has been or is being investigated in connection with any material misconduct

that could cause material damage to the reputation of the Seller Entities or the Business, including any conduct constituting illegal

sexual misconduct, sexual harassment, harassment, or discrimination.

(e)           No

Seller Entity has taken any action within the past one (1) year that could constitute a “mass layoff,” “mass termination,”

or “plant closing” within the meaning of the WARN Act. No Seller Entity has plans to undertake any action in the future that

would trigger the WARN Act, including any termination of any employees that may result from the Transactions.

(f)           No

executive, employee, or group of employees, or independent contractor of any Seller Entity or the Business has notified any Seller Entity,

any of its Affiliates or the Business of such Person’s or group’s intent to terminate their employment or services.

Section 4.18     Taxes.

(a)           All

income and other material Tax Returns required to be filed by, or with respect to, the Seller Entities or the Transferred Assets or the

Business have been timely filed. Such Tax Returns are true, complete and correct in all material respects and have been prepared in compliance

in all material respects with all applicable Laws. All Taxes due and owing by any Seller Entity or with respect to the Transferred Assets

or the Business (whether or not shown on any Tax Return) have been timely paid.

(b)           Since

the Balance Sheet Date, no Seller Entity has, with respect to the Transferred Assets or the Business, (i) made any income or other

material Tax election inconsistent with past practices, (ii) changed or revoked any income or other material Tax election, (iii) changed

any accounting period for Tax purposes, (iv) changed any method of accounting for Tax purposes, (v) filed an amended income

or other material Tax Return, (vi) settled any income or other material Tax Contest or (vii) entered into any agreement with

any Taxing Authority (including a “closing agreement” within the meaning of Section 7121 of the Code).

Seller Entity has ever been a member of an Affiliated Group that includes any Person other than the Seller Entities. No Seller Entity

has any Liability for Taxes of any other Person as a result of successor liability, transferee liability, joint or several liability

(including pursuant to Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. Laws), contractual

liability, or otherwise.

(d)           For

U.S. federal and applicable state and local income Tax purposes, (i) Old VFD has been and will be (A) from January 1,

2026 or, if different, the date Old VFD’s S election is effective pursuant to the PLR until the effective date of the transaction

described in Section 7.18(i) (the “F Reorganization”) properly classified as an S corporation, and (B) from

the effective date of the F Reorganization until the Closing Date, properly classified as a “qualified subchapter S subsidiary”

within the meaning of Section 1361 of the Code, (ii) Clinical Sub from the date of this Agreement until the Closing Date will

be properly classified as a disregarded entity for U.S. federal income Tax purposes and, to the extent applicable, for state and local

income Tax purposes, and has not elected to be treated as an association taxable as a corporation and has not taken any position inconsistent

with such classification, (iii) Dental Services Organization from the date of this Agreement until the Closing Date will be properly

classified as a disregarded entity for U.S. federal income Tax purposes and, to the extent applicable, for state and local income Tax

purposes, and has not elected to be treated as an association taxable as a corporation and has not taken any position inconsistent with

such classification; and (iv) Seller from the effective date of the F Reorganization until the Closing Date will be properly classified

as an S corporation.

(e)           Seller

is not a “foreign person” within the meaning of Section 1445 of the Code. No Seller Entity is a party to any Tax Sharing

Agreement. No Seller Entity is or has been a resident for Tax purposes in any jurisdiction outside of the United States of America, or

is or has had, any branch, agency, permanent establishment or other taxable presence in any jurisdiction outside of the United States

of America.

(f)            The

Seller Entities have timely and properly withheld (i) all required Taxes from payments to employees, agents, contractors, nonresidents,

members, shareholders, lenders and other Persons and (ii) all required sales, use, value added, and similar Taxes. The Seller Entities

have timely remitted all such Taxes to the proper Taxing Authority in accordance with all applicable Laws. No extensions or waivers of

statutes of limitations have been given or requested with respect to the assessment, collection or imposition of any Taxes of the Seller

Entities or with respect to the Transferred Assets or the Business (excluding extensions of time to file Tax Returns obtained in the

ordinary course of business).

(g)           No

Taxing Authority has made a claim in writing that any Seller Entity is obligated to pay Taxes or file Tax Returns in a jurisdiction in

which any Seller Entity is not filing Tax Returns or paying Taxes, or that the Transferred Assets or the Business are subject to taxation

in such jurisdiction. There are no jurisdictions in which the Seller Entities are required to file a Tax Return other than the jurisdictions

in which the Seller Entities have filed Tax Returns. All deficiencies asserted, or assessments made, against any Seller Entity or with

respect to the Transferred Assets or the Business as a result of any examinations by any Taxing Authority have been fully paid or otherwise

resolved. No Seller Entity is a party to any Action by any Taxing Authority. To the Knowledge of Seller, there are no pending or threatened

Actions by any Taxing Authority with respect to any Tax Return or Taxes of the Seller Entities or with respect to the Transferred Assets

or the Business. Except for the PLR, no Seller Entity has submitted a request for a private letter ruling, a request for administrative

relief, a request for technical advice, a request for a change of any method of accounting, or any other request pending with any Taxing

Authority that relates to the Taxes or Tax Returns of the Seller Entities or with respect to the Transferred Assets or the Business.

There are no Liens for Taxes upon any of the Transferred Assets or any of the assets or equity interests of the Seller Entities. No Taxing

Authority is in the process of imposing any Liens for Taxes on any Transferred Assets or any of the assets or equity interests of the

Seller Entities (other than Permitted Liens). No Seller Entity is or has ever been a party to, or a promoter of, a “reportable

transaction” within the meaning of Section 6707A(c)(1) the Code and Treasury Regulations Section 1.6011-4(b).

(h)           Neither

any Seller Entity nor the ultimate taxpayer with respect to such Seller Entity’s income will be required to include any item of

income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing

Date as a result of (i) any change in method of accounting, including under Section 481(a) of the Code (or any predecessor

provision or any similar provision of state, local, federal or foreign Tax Law for a taxable period ending on or prior to the Closing

Date, (ii) the use of an improper method of accounting for a taxable period ending on or prior to the Closing Date, (iii) any

“closing agreement” as described in section 7121 of the Code (or any corresponding or similar provision of state, local or

foreign Tax Law) executed on or prior to the Closing Date, (iv) any installment sale or open transaction disposition made on or

prior to the Closing Date, (v) any intercompany transaction or excess loss account described in Treasury Regulations under section

1502 of the Code (or any corresponding or similar provision of state, local, or foreign Tax Law) made on or prior to the Closing Date,

or (vi) any prepaid amounts received or deferred revenue received or accrued on or prior to the Closing Date.

(i)           Each

Seller Entity has remitted to each applicable state all material funds required to be escheated to such state and have no material Liability

under any unclaimed property, escheat or similar Law.

(j)            No

Seller Entity has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was

purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code. Each of Old VFD, Dental Services Organization,

and Clinical Sub is not a party to nor does it have any direct or indirect ownership in any corporation, joint venture, partnership or

other arrangement or contract which could be treated as a partnership for income Tax purposes, or other entity.

(k)           No

Seller Entity has incurred and will not incur (and has no potential to incur) any Liability for income Taxes under Section 1374

of the Code (or any analogous provisions of state and local Law), including in connection with the Transactions.

(l)            There

is no power of attorney given by or binding upon any Seller Entity with respect to Taxes for any period for which the statute of limitations

(including any waivers or extensions) has not yet expired that is currently in effect.

(m)          None

of the Transferred Assets constitutes an equity or ownership interest (or any right to acquire any equity or ownership interest) in any

Person, including in any corporation, partnership, limited liability company, joint venture, or similar entity or contractual arrangement.

(n)           Each

Seller Entity has timely and properly collected and maintained all resale certificates, exemption certificates and other documentation

required to qualify for any exemption from the collection of sales Taxes imposed or due in connection with the Business or the Transferred

Assets.

(o)           Other

than employee retention Tax credits claimed under the CARES Act, no Seller Entity has taken any action with respect to Taxes pursuant

to the Families First Coronavirus Response Act, the CARES Act, other Coronavirus Aid, or any other similar or related federal, state,

or local Law, including any action that resulted in or will result in the delay or reduction in the payment or the deposit of any Taxes,

any delay in the filing of any Tax Return, any material Tax election or other Tax-related filing (including pursuant to IRS Notice 2020-18, IRS

Notice 2020-23 or any similar or related guidance for federal, state or local Tax purposes), any change in accounting method or accounting

period, any amendment to any Tax Return, any consent to any extension or waiver of the limitations period applicable to any Tax claim

or assessment, any claim for refund, any utilization of any Tax credits, Tax benefits or other Tax incentives, or any other similar effects

relating to Taxes or Tax Returns. Each Seller Entity is validly entitled to any employee retention Tax credits it has claimed, and such

credits were properly calculated and claimed in compliance with applicable Law, including with respect to eligibility, aggregation, and

any interaction with other relief programs. No Seller Entity has received any written notice of audit, examination, disallowance, or

other challenge with respect to such employee retention Tax credits and no such credits were claimed based on any position that would

require disclosure under Section 6011 of the Code.

Section 4.19     Related

Party Transactions. No Related Party owns any asset, property or right, tangible or intangible, used in the Business or included

in the Transferred Assets, has any claim or cause of action against any Seller Entity, or, as it may affect the Business or the Transferred

Assets, any of its Affiliates or any Beneficial Owners, or is owed any payment or other obligation by any Seller Entity. No Seller Entity

is a party to any Contract or course of dealing with any Related Party. The first two sentences of this Section 4.19 shall

not apply to (x) any Employee Benefit Plan or (y) the employment or engagement of employees, officers, directors and managers

(and compensation, benefits and expense reimbursements relating to such employment and engagement) in the Ordinary Course of Business.

Section 4.20     Regulatory

Compliance.

(a)           For

the past six (6) years (or, with respect to each Healthcare Provider, such shorter period of time of employment or engagement with

the applicable Seller Entity):

(i)            no

Seller Entity or its directors, officers, employees, contractors or agents, including any Healthcare Provider, have violated or conducted

business or operations in violation of any Healthcare Laws, or have been investigated for violation of any Healthcare Laws;

(ii)           there

is no basis currently existing that could constitute such a violation, default, or noncompliance with applicable Healthcare Laws by any

Seller Entity or, to the Knowledge of Seller, in connection with their activities on behalf of any Seller Entity, any director, officer,

employee, contractor or agent of any Seller Entity, including any Healthcare Provider;

(iii)          each

Seller Entity has conducted and operated in compliance in all material respects with, and each Seller Entity’s Contracts and financial

arrangements with physicians, hospitals, and other referral sources (including ownership interest and compensation relationships, as

defined in 42 U.S.C. § 1395nn and regulations adopted pursuant thereto, between each Seller Entity and physicians or between any

Healthcare Provider and any hospital) are and have been in compliance in all material respects with, all applicable Healthcare Laws;

(iv)          no

Seller Entity or, to the Knowledge of Seller, any Healthcare Provider is or has been a party to or subject to any corporate integrity

agreement, certificate of compliance agreement, deferred prosecution agreement, or other similar Contract with any Governmental Authority,

and no Person has filed or, to the Knowledge of Seller, has threatened to file against any Seller Entity or, to the Knowledge of Seller,

any Healthcare Provider an Action under any federal or state whistleblower Law, including the False Claims Act, 31 U.S.C. §§

3729-3733;

(v)           each

Seller Entity has and has maintained a compliance program consistent with the elements of an effective corporate compliance and ethics

program identified in U.S.S.G. § 8B2.1, and the Seller Entities have provided to Buyer complete and accurate copies of all compliance

program materials; and

(vi)          no

Seller Entity or, to the Knowledge of Seller, its directors, officers, employees, contractors or agents, including any Healthcare Provider,

have been served with or received any search warrant, subpoena or civil investigative demand from any Governmental Authority, have made

a voluntary disclosure pursuant to the U.S. Department of Health and Human Services Office of the Inspector General’s Health Care

Fraud Self-Disclosure Protocol or the Centers for Medicare and Medicaid’s Voluntary Self-Referral Disclosure Protocol, have made

a self-disclosure to a Medicare Administrative Contractor or have otherwise made a disclosure to a Governmental Authority regarding any

potential violation of Healthcare Laws.

(b)           The

Seller Entities have made available to Buyer copies of policies and procedures related to compliance with the Healthcare Information

Laws. For the past six (6) years and as of the Closing:

(i)            each

Seller Entity is and has been in compliance in all material respects with all applicable Healthcare Information Laws;

(ii)           the

format and transmission of information in the course of the transactions conducted by the Seller Entities meets and has met in all material

respects the standards set forth and referenced in the Healthcare Information Laws;

(iii)          no

Seller Entity has received any oral or written Action or other notice, including a notice of investigation, from any Person regarding

the collection, processing, use, storage, transfer or disclosure of individually identifiable health-related information or alleging

that the collection, processing, use, storage, security, transfer or disclosure of individually identifiable health-related information

is in violation of any applicable Healthcare Information Laws;

(iv)          to

the extent required under the Healthcare Information Laws or applicable Contracts, each Seller Entity is party to compliant business

associate Contracts with all appropriate business associate parties in accordance with such Healthcare Information Laws or Contracts;

and

(v)           to

the Knowledge of Seller, there are no written or other forms of complaints to or investigations by the U.S. Department of Health and

Human Services Office for Civil Rights or state Attorney General with respect to the Seller Entities’ compliance with Healthcare

Information Laws.

Section 4.21     Reimbursement

Programs. During the past six (6) years (or, with respect to any Healthcare Provider, directors, managers, officers, employees

or independent contractors, such shorter period of time of employment or engagement with the applicable Seller Entity):

(a)           each

Seller Entity and each Healthcare Provider, in connection with their activities for any Seller Entity, has held the provider or supplier

number(s) necessary or required by a Payor to bill such Payor;

(b)           no

Seller Entity or, to the Knowledge of Seller, any Healthcare Provider has received any written or oral notice from any Governmental Authority

or Payor that there is any investigation, audit, claim review, or other Action pending or threatened that could result in a revocation,

suspension, termination, probation, restriction, limitation or non-renewal of any supplier or provider number of any Seller Entity or

any Seller Entity’s employee or contractor or result in such Seller Entity or such Healthcare Provider’s exclusion or suspension

from any Third Party Payor Program;

claims submitted to Third Party Payor Programs by any Seller Entity on behalf of each Healthcare Provider or any Seller Entity represent

claims for items, services or goods actually provided by the applicable Seller Entity or the applicable Healthcare Provider;

(d)           all

claims that have been submitted by any Seller Entity on behalf of each Healthcare Provider or each Seller Entity have been submitted

in compliance in all material respects with applicable Healthcare Laws and all rules, regulations, policies, and procedures of the Third

Party Payor Programs; provided, however, that Section 4.21 of the Disclosure Schedules does not have to include any denials

of payment by such Third Party Payor Programs which have been reported by such Third Party Payor Program to the Seller Entities in the

Ordinary Course of Business;

(e)           no

Seller Entity or, to the Knowledge of Seller, any Healthcare Provider has received any written or oral notice that there are any pending

or threatened, audits, investigations or claims for or relating to its claims to Third Party Payor Programs, nor, to the Knowledge of

Seller, are there grounds to reasonably anticipate any such audit in the foreseeable future;

(f)            each

Healthcare Provider and each Seller Entity has current and valid provider Contracts with each Third Party Payor Program set forth on

Section 4.21 of the Disclosure Schedules, and is and has been, in compliance in all material respects with the conditions

of participation of the Medicare and Medicaid programs and the various conditions necessary for participation (where applicable) and

reimbursement under all other Third Party Payor Programs;

(g)           To

the Knowledge of Seller, none of the Healthcare Providers or any Seller Entity has received any payment or reimbursement in excess of

amounts allowed by any Healthcare Law;

(h)           To

the Knowledge of Seller, none of the equityholders, officers, directors, employees, contractors or agents of any Seller Entity, including

any Healthcare Provider, have been excluded, debarred or suspended from participation in Medicare, Medicaid or any other state or federal

health care program;

(i)            (A) neither

the execution of this Agreement nor the consummation of the Transactions will result in the breach, or the ability of the counterparty

to terminate, any Contract with a Third Party Payor Program; (B) to the Knowledge of Seller, no Third Party Payor Program intends

to cancel, suspend or terminate its relationship with any Seller Entity or any Healthcare Provider; (C) no Seller Entity, any Healthcare

Provider or any of their Affiliates has received any indication from any party to a Payor Agreement to the effect that, and no Seller

Entity has reason to believe that, such party will decrease the rate of or change the terms (whether relating to payment, price or otherwise)

with respect to payment or coverage of any items or services provided by any Seller Entity or any Healthcare Provider; and (D) the

Seller Entities have made available to Buyer true, correct and complete copies of all material correspondence between each Seller Entity

and each Third Party Payor Program relating to any future changes in reimbursement rates or threatened terminations, investigations or

audits between the applicable Seller Entity and such Third Party Payor Program within the last twenty-four (24) months;

(j)            no

Seller Entity or any Healthcare Provider is subject to or been subject to, any pre-payment utilization review or any utilization review

by any Third Party Payor Program; and

(k)           no

Seller Entity or, to the Knowledge of Seller, any Representative of any Seller Entity, including any Healthcare Provider, has received

written or, to the Knowledge of Seller, oral notice from any Third Party Payor Programs of any pending or threatened investigations or

surveys.

(l)            There

are no and have not been any substantiated patient complaints against any Seller Entity or any Healthcare Provider with respect to their

service for the Seller Entities that could reasonably be expected to have a Material Adverse Effect. There are no and there have not

been any, substantiated complaints (including patient or employee complaints) alleging fraudulent or unethical conduct involving any

Seller Entity or any Healthcare Provider. The Seller Entities have cared for patients in compliance in all material respects with the

standards pertaining to similar businesses and Laws in totality of the circumstances of each patient’s care. There have been no

complaints or claims relating to the patient care provided by any Seller Entity or, to the Knowledge of Seller, any Healthcare Provider

that could or have resulted in the imposition of sanctions by a Governmental Authority. There is no Action or investigation pending or,

to the Knowledge of Seller, threatened against or affecting any Seller Entity or any Healthcare Provider arising out of or relating to

the care for any patient.

Section 4.22     Accounts

Receivable. The Accounts Receivable reflected on the Latest Balance Sheet and the Accounts Receivable of Old VFD arising after the

date thereof (a) represent legal, valid and binding obligations for goods actually sold or services actually performed by Old VFD,

enforceable in accordance with their respective terms, (b) are not the subject of any Action, and (c) have arisen from bona

fide sales transactions in the Ordinary Course of Business and are payable on ordinary trade terms. The reserve for bad debts shown on

the Latest Balance Sheet or, with respect to Accounts Receivable of Old VFD arising after the date of the Latest Balance Sheet, on the

accounting records of the Business, has been determined in a manner consistent with past practice, represents reasonable estimates, and

fairly represents Old VFD’s expected bad debt exposure. No Seller Entity has accelerated the collection of any Accounts Receivable

outside of the Ordinary Course of Business, and there are no pending contests, claims, counterclaims, rights of set off or other defenses

with respect to any of the Old VFD’s Accounts Receivable. Each Seller Entity (to the extent applicable) promptly issues all required

credit refunds and diligently pursues collection of all Accounts Receivable in accordance with prudent industry practices. To the extent

any account becomes delinquent or is reasonably determined to be uncollectible in accordance with historical practices, the applicable

Seller Entity promptly writes off such account.

Section 4.23     Accounts

Payable and Indebtedness. The accounts payable and notes payable reflected on the Latest Balance Sheet represent an accurate and

complete breakdown and aging of the accounts payable and notes payable of Old VFD and the Business, in each case as of the date thereof.

Section 4.23 of the Disclosure Schedules sets forth an accurate and complete list of all Indebtedness of the Seller Entities

and the Business as of immediately prior to the Closing. No Seller Entity has any outstanding intercompany Liabilities for borrowed money.

Section 4.24     Warranties.

(a)           Each

express warranty given by the Seller Entities in connection with products sold or delivered or services rendered by the Seller Entities

is set forth on Section 4.24 of the Disclosure Schedules. In the past four (4) years, each product sold or delivered

and each service rendered by the Seller Entities and that was sold, delivered or rendered, as applicable, since the adoption of such

standard form terms and conditions, if applicable, has been in conformity in all material respects with all standard form terms and conditions

and all applicable contractual commitments and all express and implied warranties. No Seller Entity has any Liabilities or obligations

for replacement or repair of, or otherwise in connection with, any such product or services. Each Seller Entity has complied with all

applicable contractual, express and implied warranties made In the past four (4) years.

(b)           No

product sold or delivered, or service rendered, by the Seller Entities in the past four (4) years is subject to any guaranty, warranty

or other indemnity beyond the applicable standard terms and conditions with respect thereto, and in the past four (4) years, no

Seller Entity has made any other guaranties, warranties or other indemnity obligations with respect to the products and services it provides.

No customer, patient or supplier of the Seller Entities is currently seeking indemnification from any Seller Entity.

are no existing Liabilities, claims or obligations arising from or alleged to arise from any actual alleged injury to Persons, damage

to property or other Loss as a result of the ownership, possession or use of any product manufactured, assembled, sold, distributed,

leased or delivered by the Seller Entities.

Section 4.25     Computer

and Technology Security; Data Privacy.

(a)           The

Systems are sufficient for the operation of the Business as presently conducted and as proposed to be conducted, and, in the last three

(3) years, there have been no failures, crashes or other adverse events affecting the Systems that have, in each case, caused any

disruption to the Business. The Seller Entities have purchased a sufficient number of license seats for all licensed software currently

used by the Seller Entities in the Business. To the Knowledge of Seller, none of the Systems contains any virus, spyware, keylogger software,

worm or other software routines, faults, malicious code, damaging devices, or hardware components designed to permit loss, damage, or

unauthorized access, use, modification or other misuse of the Systems or any Seller Data thereon.

(b)           Each

Seller Entity, the Business and each Healthcare Provider who provides professional services on behalf of the Business has complied with,

and the Business is in compliance with, in all material respects: (i) all Data Laws, (ii) the Seller Entities’ Business

Privacy and Data Security Policies; (iii) the requirements of any Contracts or codes of conduct to which such Seller Entity or such

Healthcare Provider is bound related to the Processing of Personal Information or the security of any of the Systems; and (iv) industry

standards applicable to any Seller Entity, the Business or any Healthcare Provider who provides professional services on behalf of the

Business. No Seller Entity has experienced any Security Incident or any other incident in which Personal Information or other Seller

Data was disclosed or accessed without authorization, and no Seller Entity is aware of any facts suggesting the likelihood of the foregoing,

including any breach of security or receipt of any notices or complaints from any Person regarding Personal Information or other Seller

Data. No Seller Entity or any Healthcare Provider who provides professional services on behalf of the Business has provided or been legally

required to provide any notice to data owners, affected individuals, or any Governmental Authority in connection with any unauthorized

access, use, or disclosure of Personal Information.

execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not:

(i) conflict with or result in a violation or breach of any Data Laws or Business Privacy and Data Security Policies (as currently

existing or as existing at any time during which any Personal Information was collected or Processed by or for the Seller Entities in

the conduct of its business); or (ii) require the consent of or notice to any Person concerning such Person’s Personal Information.

(d)           Each

Seller Entity and each Healthcare Provider who provides professional services on behalf of the Business has implemented and maintains

reasonable and appropriate administrative, technical and physical measures in compliance with all Data Laws and consistent with the generally

accepted industry standards for the industry in which the Business operates to protect Personal Information and other Seller Data against

loss, damage, or unauthorized access, use, modification or other misuse and to ensure the continued, uninterrupted and error-free operation

of the Systems. Each Seller Entity and each Healthcare Provider who provides professional services on behalf of the Business has established,

implemented and tested backup and disaster recovery policies, procedures and systems consistent with generally accepted industry standards,

and sufficient to reasonably maintain the operation of the Business.

(e)           No

Personal Information in the possession or control of Seller Entities or Healthcare Providers, or held or Processed by any vendor, processor,

or other third party for or on behalf of the Seller Entities or Healthcare Providers, in the conduct of the business of the Seller Entities

and Healthcare Providers have been subject to any data breach or other security incident that has resulted in or presents a risk of unauthorized

access, disclosure, use, denial of use, alteration, corruption, destruction, or loss of such Personal Information or that has caused

or would reasonably be expected to cause a disruption to the conduct of the business of the Seller Entities or Healthcare Providers or

a Security Incident. At no time has the Seller Entities or Healthcare Providers notified and there have been no facts or circumstances

that would require the Seller Entities or Healthcare Providers to notify, any Governmental Authority or other Person of any Security

Incident.

(f)            Neither

the Seller Entities nor Healthcare Providers have received any notice, request, claim, complaint, correspondence, or other communication

in writing from any Governmental Authority or other Person, and there has not been any audit, investigation, enforcement action (including

any fines or other sanctions), or other Action, relating to any actual, alleged, or suspected Security Incident or violation of any Data

Law, any Business Privacy and Data Security Policy, or any Person’s individual privacy rights involving Personal Information in

the possession or control of the Seller Entities or Healthcare Providers, or held or Processed by any vendor, processor, or other third

party for or on behalf of the Seller Entities or Healthcare Providers, in the conduct of the business of the Seller Entities or Healthcare

Providers, and there are no facts or circumstances that would reasonably be expected to give rise to any of the foregoing.

(g)           Seller

Entities have regularly (and at least annually) performed a security risk assessment and a privacy impact assessment and obtained an

independent vulnerability assessment performed by a recognized third-party audit firm, in each case to the extent required by applicable

Data Laws or industry standards. Seller Entities and Healthcare Providers have used reasonable efforts to address and remediate all critical

or high risk threats and deficiencies identified in each such assessment.

Section 4.26     Bank

Accounts; Powers of Attorney. Set forth on Section 4.26 of the Disclosure Schedules is a correct and complete list of

(a) each bank, trust company and stock or other broker with which any of Old VFD, Dental Services Organization or Clinical Sub has

an account, credit line or safe deposit box or vault, or otherwise maintains a relationship (collectively, the “Bank Accounts”),

(b) all Persons authorized to draw on, or to have access to, each of the Bank Accounts, and (c) all Persons authorized by proxies,

powers of attorney or other like instruments to act on behalf of the applicable Seller Entity.

Section 4.27     Capitalization.

All issued and outstanding equity interests of Seller are held beneficially and of record by the Persons and in the amounts set forth

on Section 4.27 of the Disclosure Schedules, and each such Person has good and valid title to the equity interests set forth

opposite such Person’s name on Section 4.27 of the Disclosure Schedules, free and clear of all Liens. Except for the

equity interests of the Seller Entities set forth on Section 4.27 of the Disclosure Schedules, there are no (a) other

equity securities or voting securities of any Seller Entity, (b) securities of any Seller Entity convertible into or exchangeable

for equity securities or voting securities of any Seller Entity or (c) outstanding or authorized options, warrants, purchase rights,

subscription rights, conversion rights, exchange rights or other similar contracts or commitments that could require any Seller Entity

to issue, sell or otherwise cause to become outstanding any of its equity interests. There are no voting trusts, proxies or other agreements

or understandings with respect to the voting of any of the Seller Securities. There are no outstanding or authorized equity appreciation,

phantom equity, or similar rights with respect to any Seller Entity. Except for the equity securities of the Seller Entities set forth

on Section 4.27 of the Disclosure Schedules, no Seller Entity has any Subsidiaries or owns or holds the right to acquire

any stock, partnership interest, limited liability company interest, joint venture ownership interest or other equity ownership interest

in any other Person. As of immediately prior to the Closing, (i) the Purchased DSO Equity and the Rollover DSO Equity constitute

100% of the issued and outstanding economic equity interests of Dental Services Organization, which Purchased DSO Equity is held solely

by Seller and Dr. Patel as set forth on Section 4.27 of the Disclosure Schedules, and constitute 100% of Seller’s

and Dr. Patel’s equity in Dental Services Organization, (ii) each of Seller and Dr. Patel has good and valid title

to the Purchased DSO Equity set forth opposite its or his name on Section 4.27 of the Disclosure Schedules, free and clear

of all Liens, and (iii) Seller does not own or hold any assets other than equity interests in Dental Services Organization, Old

VFD, and Clinical Sub.

Section 4.28     Solvency.

No insolvency proceeding of any character, including bankruptcy, receivership, reorganization, composition or arrangement with creditors,

voluntary or involuntary, affecting any Seller Entity (other than in such Person’s capacity as a creditor), or the Business or

any of the Transferred Assets, is pending or is being contemplated by any Seller Entity, or is, to Seller’s Knowledge, being threatened

against any Seller Entity by any other Person, and no Seller Entity has made any assignment for the benefit of creditors or taken any

action that would ordinarily constitute the basis for the institution of such insolvency proceedings.

Section 4.29     COVID-19.

The Seller Entities have taken all reasonable steps to mitigate the effect of the COVID-19 outbreak on the Business, including by following

in all material respects applicable guidance issued by the Centers for Disease Control and Prevention, the Occupational Safety and Health

Administration, the Equal Employment Opportunity Commission and Minnesota’s COVID-19 related mitigation measures and orders, including

with respect to (i) workplace safety measures and accommodations made to employees and service providers of the Seller Entities

and (ii) the existence, adequacy and implementation of emergency and risk management protocols, contingency planning and business

continuity processes. Except for the PPP Loans, no Seller Entity has applied for nor received any grant, loan, accelerated payment, forbearance,

deferral, benefit, aid or other type of relief in connection with or incidental to the COVID-19 outbreak, including any of the foregoing

applied for, or received pursuant to, the CARES Act, the Paycheck Protection Program, the Provider Relief Fund or any other program provided

or administered by the United States Small Business Administration or any other Governmental Authority in response to the COVID-19 outbreak

(“Coronavirus Aid”). All statements and certifications made by or on behalf of any Seller Entity or any of its Affiliates

or Representatives in connection with any Coronavirus Aid, including any applications or forms completed or submitted in connection therewith,

were accurate and complete in all material respects when made, and all Coronavirus Aid obtained, including the PPP Loans, was duly authorized

by all required limited liability company or other action of such Person. Each Seller Entity (i) was eligible for all Coronavirus

Aid, including the PPP Loans, obtained at the time of its application or request therefor and at the time it obtained such Coronavirus

Aid, (ii) properly certified its eligibility for Coronavirus Aid to all applicable lenders or Governmental Authorities, (iii) used

the Coronavirus Aid in compliance with Law; (iv) created and maintained accounting and other records relating to the receipt and

use of the Coronavirus Aid in compliance with Law; and (v) upon obtaining any such Coronavirus Aid, complied with each of the other

requirements, terms and conditions applicable thereto. Section 4.29(a) of the Disclosure Schedules sets forth a complete

list of all disbursements received by each Seller Entity pursuant to the Provider Relief Fund and the date(s) on which the PPP Loans

were forgiven in full by the U.S. Small Business Administration.

Section 4.30     Disclosure

Schedule Supplement. From time to time from the date hereof until the Closing, Seller and Beneficial Owners shall have the right

(but not the obligation) to supplement or amend the Disclosure Schedules with respect to any matter hereafter arising or of which they

become aware after the date of this Agreement, and to include any updated Financial Statements that have been restated (each a “Disclosure

Schedule Supplement”). If any facts, matters, conditions, events or circumstances disclosed in a Disclosure Schedule Supplement

constitute a Material Adverse Effect, the Seller shall promptly notify Buyer of that fact, and Buyer may terminate this Agreement upon

written notice to Seller and Beneficial Owners within ten (10) Business Days of its receipt of such notification.

Article V

Representations and Warranties of the Beneficial Owners

Except as set forth in the

correspondingly numbered Section of the Disclosure Schedules, each Beneficial Owner represents and warrants to Buyer that the statements

contained in this Article V as to such Beneficial Owner only (and not as to any other Beneficial Owner) are true and correct

as of the date hereof (or as of the date specified in such representation if different):

Section 5.01     Authority;

Enforceability. Such Beneficial Owner has the requisite legal capacity to enter into this Agreement and the other Transaction Documents

to which such Beneficial Owner is a party, to carry out such Beneficial Owner’s obligations hereunder and thereunder and to consummate

the Transactions. This Agreement has been duly executed and delivered by such Beneficial Owner, and (assuming due authorization, execution

and delivery by each other Party) this Agreement constitutes a legal, valid and binding obligation of such Beneficial Owner enforceable

against such Beneficial Owner in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles). When each other Transaction

Document to which such Beneficial Owner is, or will be, party has been duly executed and delivered by such Beneficial Owner (assuming

due authorization, execution and delivery by each other party thereto), such Transaction Documents will constitute legal and binding

obligations of such Beneficial Owner enforceable against such Beneficial Owner in accordance with their respective terms (except as such

enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights

generally and by general equitable principles). The Beneficial Owners, as the collective owners of all of the issued and outstanding

equity interests of Seller, and the collective owners, indirectly, of 100% of Dental Services Organization, will benefit materially from

the Transactions.

Section 5.02     Noncontravention.

The execution and delivery by such Beneficial Owner of the Transaction Documents to which it is a party, and the consummation of the

Transactions or the performance of any obligations under any Transaction Document to which it is a party will not, (a) if such Beneficial

Owner is an entity, violate or conflict with any provisions of such Beneficial Owner’s Charter Documents, (b) violate, conflict

with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision

of any Law or Governmental Order to which such Beneficial Owner or Seller Entity in which it owns an interest is subject, (c) violate,

conflict with or result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both,

would constitute a default) under, result in or create in any Person the right to, accelerate, terminate, modify or cancel, require any

notice, authorization or consent under, any Contract to which such Beneficial Owner is a party or (d) result in the imposition or

creation of any Lien upon any asset of any Seller Entity or the Seller Securities. No consent, approval, Permit, Governmental Order,

declaration or filing with, or notice to, any Governmental Authority is required by or with respect to such Beneficial Owner in connection

with the execution and delivery of this Agreement and the other Transaction Documents or the consummation of the Transactions.

Section 5.03     Litigation.

There is no Action pending or, to such Beneficial Owner’s actual knowledge, threatened against such Beneficial Owner, which, if

adversely determined, could reasonably be expected to (a) delay, hinder or prevent the consummation of the Transactions by such

Beneficial Owner or (b) have, individually or in the aggregate with all other such Actions, a material adverse effect on the ability

of such Beneficial Owner to perform the obligations of such Person under the Transaction Documents.

Section 5.04     Brokers’

Fees. Other than pH Partners, LLC and Logan Growth Advisors, no Person is entitled to any brokerage, finder’s or other fee

or commission in connection with the Transactions based upon arrangements made by or on behalf of such Beneficial Owner.

Article VI

Representations and Warranties of Buyer

Buyer represents and warrants

to the Post-Closing Seller Parties that the statements contained in this Article VI are true and correct as of the date hereof (or

as of the date specified in such representation if different):

Section 6.01     Organization.

Buyer is a corporation duly formed, validly existing and in good standing under the laws of Minnesota. Buyer is duly qualified, licensed

or admitted to do business as a foreign entity and is in good standing in every jurisdiction in which the operation of its business or

the ownership of its assets requires it to be so qualified, licensed, admitted or in good standing as a foreign entity.

Section 6.02     Authorization;

Enforceability. Buyer has full organizational power and authority to enter into this Agreement and the other Transaction Documents

to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery

by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations

hereunder and thereunder and the consummation by Buyer of the Transactions have been duly authorized by all requisite organizational

action on the part of Buyer, and no other organizational act or proceeding on the part of Buyer is necessary to authorize this Agreement

or the other Transaction Documents or the Transactions. This Agreement has been duly executed and delivered by Buyer, and (assuming due

authorization, execution and delivery by each other Party) this Agreement constitutes a legal, valid and binding obligation of Buyer

enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is, or will be, party has

been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction

Documents will constitute legal and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms

(except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’

rights generally and by general equitable principles).

Section 6.03     Noncontravention.

The execution and delivery by Buyer of the Transaction Documents do not, and the consummation of the Transactions by Buyer will not,

(a) violate or conflict with any provisions of Buyer’s Charter Documents, (b) violate or conflict with any Law or order

to which Buyer is subject or (c) violate, conflict with or result in a breach of any provision of, constitute a default (or an event

which, with notice or lapse of time or both, would constitute a default) under, result in acceleration of, create in any Person the right

to accelerate, terminate, modify or cancel, require any notice under, any Contract to which Buyer is a party, or by which Buyer or any

of its assets or properties are bound. Except as set forth on Disclosure Schedule 6.03, no consent, approval, Permit, Governmental

Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with

the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the Transactions.

Section 6.04     Litigation.

There is no Action pending or, to Buyer’s knowledge, threatened against Buyer, which, if adversely determined, could reasonably

be expected to (a) delay, hinder or prevent the consummation of the Transactions by Buyer or (b) have, individually or in the

aggregate with all other such Actions, a material adverse effect on the ability of Buyer to perform its obligations under the Transaction

Documents.

Section 6.05     Brokers’

Fees. No Person is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based

upon arrangements made by or on behalf of Buyer.

Article VII

Covenants

Section 7.01     Conduct

of Business Prior to Closing. From the date hereof until the earlier of the Closing or such time as this Agreement is terminated

in accordance with Section 10.01 (such period, the “Interim Period”), the Seller Parties shall, and shall

use commercially reasonable efforts to cause Seller Entities to, except as necessary to comply with the Transaction Documents (a) conduct

the Business in the Ordinary Course of Business, (b) use commercially reasonable efforts to maintain and preserve the Business and

its organization intact, retain the present officers and employees of the Seller Entities and maintain and preserve the rights, goodwill

and relationships with the officers and employees, suppliers, vendors, customers, licensors, licensees, distributors, regulatory authorities,

creditors and others having business relations with the Seller Entities, (c) maintain the tangible assets of the Seller Entities

and the Business, including those held under leases, in good working order and condition, ordinary wear and tear excepted, (d) use

reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper

or advisable under applicable Law to satisfy the closing conditions set forth in Article IX and consummate and make effective

the Transactions, including obtaining, making or sending, as applicable, all notifications, filings, registrations, approvals, consents

and waivers that are necessary to consummate the Transactions, provided that none of the Seller Entities or Beneficial Owners shall be

required to make any material payments or concession in connection with obtaining any approvals, consents or waivers and (e) not

take any action that could reasonably be expected to delay, hinder or prevent the consummation of the Transactions. Notwithstanding the

foregoing or any other provision of the Transaction Documents, during the Interim Period, the Seller Parties shall not, without the prior

written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), except as necessary to comply with the

Transaction Documents, (i) take any action or suffer to exist any Restricted Event, or (ii) file any income Tax Return; provided

that Buyer shall be deemed to have consented to any request for consent if Buyer fails to respond to such request within ten (10) Business

Days after receipt of written notice thereof from Seller.

Section 7.02     Access

to Information. During the Interim Period, the Seller Parties shall, and shall use commercially reasonable efforts to cause Seller

Entities to, (i) afford Buyer and its Representatives reasonable access to, and the right to inspect, all of the properties, assets,

premises, books and records, Contracts and other documents and data related to the Seller Entities or the Business, and all of its respective

personnel, customers and vendors, (ii) furnish Buyer and its Representatives with such financial, operating and other data and information

related to the Seller Entities or the Business as Buyer or any of its Representatives may reasonably request, and (iii) instruct

the Representatives of the Seller Parties to cooperate with Buyer in its investigation of the Seller Entities and the Business. No investigation

by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement

given or made by the Seller Parties in this Agreement or otherwise. Buyer acknowledges and agrees that any information disclosed to Buyer,

its Affiliates, and/or their representatives shall be subject to the existing confidentiality agreement of Buyer for the benefit of Old

VFD and/or the Beneficial Owners.

Section 7.03     No

Solicitation of Other Bids.

(a)           The

Seller Parties shall not, and shall not authorize or permit any of their respective Affiliates or Representatives to, directly or indirectly,

and the Seller Parties shall use commercially reasonable efforts to cause Seller Entities not to, (i) encourage, solicit, initiate,

facilitate or continue inquiries regarding an Acquisition Proposal, (ii) enter into discussions or negotiations with, or provide

any information to, any Person concerning a possible Acquisition Proposal or (iii) enter into any indications of interest or Contracts

(whether or not binding) regarding an Acquisition Proposal. The Seller Parties shall immediately cease and cause to be terminated, and

shall cause their respective Affiliates and each Representative of the foregoing to immediately cease and cause to be terminated, all

existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal.

(b)           In

addition to the other obligations under this Section 7.03, the Seller Parties shall promptly (and in any event within two (2) Business

Days after receipt thereof by the Seller Parties, their Affiliates or any of Representative of any of the foregoing) advise Buyer in

writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal or any inquiry with respect

to, or which could reasonably be expected to result in, an Acquisition Proposal, the material terms and conditions of such request, Acquisition

Proposal or inquiry, and the identity of the Person making such request, Acquisition Proposal or inquiry.

Seller Parties agree that the rights and remedies for noncompliance with this Section 7.03 shall include having such provision

specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach

would cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

Section 7.04     Employees

and Employee Benefits.

(a)           As

of the Closing, the Dental Services Organization shall not have any employees or any employee benefit plans, program, agreements or arrangements.

Old VFD shall be solely responsible, and Buyer shall have no Liability whatsoever, for any compensation or other amounts payable to,

or any Liabilities with respect to, employees of Old VFD (the “Employees”) with respect to their respective employment

with Old VFD, including hourly pay, commission, bonus, incentives, salary, accrued vacation, fringe, pension or profit sharing benefits

or severance pay. Old VFD shall pay, or cause to be paid, all such amounts identified in the preceding sentence to the appropriate Persons

as and when due, and agrees to indemnify and hold Buyer and its Affiliates harmless from any claim brought or threatened by any Person

related to payments identified in the preceding sentence. Old VFD shall also be solely responsible, and Buyer shall have no Liability

whatsoever, for any Liabilities with respect to any Employee Benefit Plan. Old VFD shall be solely responsible for satisfying the continuation

coverage requirements of Section 4980B of the Code for all individuals who are “M&A qualified beneficiaries” (as

such term is defined in Treasury Regulation Section 54.4980B-9) with respect to the Closing.

(b)           Nothing

contained in this Section 7.04, express or implied, shall create any third-party beneficiary rights in any Person who is

not a party to this Agreement, including (i) in any employee, any current or former Representatives of the Seller Parties or any

Affiliate thereof, or any representative, beneficiary or dependent thereof, (ii) with respect to the benefits that may be provided

to any employee by any of the Post-Closing Seller Parties, Buyer or any of their respective Affiliates, or (iii) with respect to

any entitlement of an Employee or any other Person to employment or continued employment or service with any of the Post-Closing Seller

Parties, Buyer or any of their respective Affiliates for any specified period. Nothing contained in this Section 7.04 or

otherwise in this Agreement shall impose an obligation on Buyer or any of its Affiliates to offer employment to any Employee or any other

employee, contractor, or consultant of any Seller Party or Seller Entity, or to continue the employment of any employee or limit the

right of any of the Post-Closing Seller Parties to terminate the employment or services of, or to reassign or otherwise alter the status

of, any employee, or to change in any manner the terms and conditions of an Employee’s employment or other service to or engagement

by any of the Post-Closing Seller Parties. Nothing contained in this Agreement, express or implied, shall be construed as amending any

Employee Benefit Plan or imposing an obligation on any of the Post-Closing Seller Parties, Buyer or any of their respective Affiliates

to establish, continue, amend, or terminate, or to limit any of the Post-Closing Seller Parties’, Buyer’s or any of their

respective Affiliate’s ability to establish, continue, amend, or terminate, any benefit plan, agreement, practice, policy, arrangement

or program.

Section 7.05     Books

and Records. In order to facilitate the resolution of any claims made by or against or incurred by Buyer after the Closing, or for

any other reasonable purpose, for a period of seven (7) years following the Closing, each Seller Entity shall, and shall use commercially

reasonable efforts to cause the Post-Closing Seller Parties to, (a) retain the books and records (including personnel files) of

such Post-Closing Seller Party or Seller Entity which relate to the Business and its operations for periods prior to the Closing and

that are held by Seller Partis as of the date of this Agreement (other than immaterial information or documents that are disposed of

in the ordinary course of business consistent with record retention policies), and (b) upon reasonable notice, afford Buyer’s

Representatives reasonable access, during normal business hours, to such books and records (including the right to make photocopies at

Buyer’s expense).

Section 7.06     Public

Announcements. The Parties agree that no Seller Party may issue or make any press release or other public announcement or disclosure

to the Seller Entities’ employees, customers or vendors or any other third party (including in any trade journal or other publication)

of or related to this Agreement or the Transactions without the prior written consent of Buyer. The Parties further agree that Buyer

and its Affiliates may, in Buyer’s sole discretion, issue or make any press release or other public announcement (including in

any trade journal or other publication or disclosures to Buyer’s or any of its Affiliates’ respective existing or prospective

investors or lenders) of or related to this Agreement or the Transactions; including any disclosure required or deemed advisable by Buyer

under applicable securities laws, rules, or regulations, or other applicable legal or regulatory requirements, including any disclosure

relating to Buyer's status as a publicly traded company or its listing on the Nasdaq Capital Market; provided that Buyer shall

use its reasonable efforts to allow Seller to comment on such release or announcement in advance of such issuance. From and after the

date of this Agreement, and following the Closing for so long as reasonably requested by Buyer, Seller and the Beneficial Owners shall

reasonably cooperate with Buyer in connection with any disclosure, filing, financial statement, pro forma financial information, audit

procedure, auditor consent, management representation letter, SEC comment response, Form 8-K filing, or other reporting obligation

arising under applicable securities laws, SEC rules and regulations, Nasdaq requirements, or other applicable legal or regulatory

requirements in connection with the Transactions. Notwithstanding the foregoing, the Parties shall be permitted to disclose the terms

and provisions of this Agreement to each Parties’ tax, financial and other advisors who are subject to professional or contractual

obligations of confidentiality.

Section 7.07     Intentionally

Deleted

Section 7.08     Intentionally

Deleted.

Section 7.09     Transfer

Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties

and interest) incurred in connection with this Agreement and the other Transaction Documents (including any applicable real property

transfer Tax and any other similar Tax) (collectively, “Transfer Taxes”) shall be borne and paid one half by Buyer

and one half by the Seller when due. The party required by applicable law to file any Tax Returns with respect to such Transfer Taxes

shall, at such party’s expense, prepare and timely file any Tax Return or other document with respect to such Taxes or fees (and

the other parties shall cooperate with respect thereto as necessary). The parties shall cooperate in good faith to obtain and maintain

any certificates or other documents as may be necessary to eliminate or reduce the amount of such Transfer Taxes.

Section 7.10     Tax

Clearance Certificates. If requested by Buyer, the Seller Entities shall notify all of the Taxing Authorities in the jurisdictions

that impose Taxes on such Seller Entity, the Business or the Transferred Assets, or where such Seller Entity has a duty to file Tax Returns,

of the Transactions in the form and manner required by such Taxing Authorities, if the failure to make such notifications or receive

any available tax clearance certificate could subject Buyer or its Affiliates to any Taxes. If any Taxing Authority asserts that such

Seller Entity is liable for any Tax, such Seller Entity shall promptly pay any and all such amounts and shall provide evidence to Buyer

that such liabilities have been paid in full or otherwise satisfied.

Section 7.11     Further

Assurances. Following the Closing, each Party shall, and shall cause its Affiliates to, execute and deliver such additional documents,

instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof

and give effect to the transactions contemplated by this Agreement and the other Transaction Documents, including by providing any necessary

notice of and obtaining any necessary consent to any applicable Seller Party’s assignment of rights and obligations under any assigned

Contracts (as assigned pursuant to the Asset Transfer Agreement) as directed by Buyer (to the extent not provided or obtained prior to

Closing).

Section 7.12     Use

of Name. After the Closing, each of the Post-Closing Seller Parties hereby agrees that it shall not, and the Post-Closing Seller

Parties shall use commercially reasonable efforts to cause Seller Entities not to, adopt any corporate, limited liability company or

other entity name containing any Seller Name. Within thirty (30) days after the Closing, each Seller Party shall, and shall use commercially

reasonable efforts to cause Seller Entities to, permanently (a) cease use of any of the Seller Names or any other Intellectual Property

Assets as a Trademark or Domain Name in any manner, including for business or marketing purposes and including use on any websites or

social media, and (b) without limiting the generality of the foregoing, cease use of any packaging, labeling, containers, letterhead,

business cards, supplies, marketing, promotional and advertising materials, technical data sheets and any similar materials bearing any

of the Seller Names or any Intellectual Property Assets, in each case, other than for transitional or consulting purposes authorized

by prior written consent of Buyer. Effective from and after the Closing, each of the Seller Parties acknowledges that it shall have no

rights whatsoever to any, and hereby consents to the use by Buyer or any of its Affiliates or designees of all, Seller Names. Notwithstanding

anything in the foregoing Section 7.12 to the contrary, Old VFD shall have a limited, non-exclusive, non-transferable, royalty-free

license to use the name “Village Family Dental” solely with respect to the provision of professional dental services by Old

VFD (the “Name License”), subject to the following conditions: (i) Old VFD shall use the name “Village

Family Dental” only in the form and manner approved in writing by Buyer (such approval not to be unreasonably withheld), and shall

comply with all quality control standards and brand guidelines established by Buyer from time to time with respect to the use of such

name; (ii) Old VFD acknowledges Buyer’s exclusive ownership of all right, title and interest in and to the Seller Names, including

the name “Village Family Dental” and all goodwill associated therewith, and agrees that all goodwill arising from Old VFD’s

use of such name shall inure solely to the benefit of Buyer; (iii) Buyer shall have the right to inspect and monitor Old VFD’s

use of the name “Village Family Dental” upon reasonable notice to ensure compliance with such quality control standards;

and (iv) the Name License shall terminate automatically upon the earlier of (A) termination of the Management Services Agreement,

or (B) Old VFD’s material breach of the quality control standards established by Buyer that remains uncured for thirty (30)

days following written notice thereof. Old VFD’s continued use of such name in compliance with this paragraph shall not constitute

a breach of this Section 7.12. Notwithstanding anything to the contrary, (i) each Beneficial Owner retains all rights

to his name, including to use and/or license his name as he sees fit, other than in competition with the Business, and (ii) each

of Seller, Old VFD and Clinical Sub may continue to use its current partnership or limited liability company name, as applicable, for

all purposes.

Section 7.13     Reconciliation.

From and after the Closing, Buyer may notify Seller of any asset or property retained by any Seller Party or any of their respective

Affiliates following the Closing Date that Buyer believes should have been included in the Transferred Assets. If Buyer and Seller determine

in good faith that such asset or property was intended to be transferred to Dental Services Organization or Clinical Sub as a Transferred

Asset, such asset or property shall be assigned by the applicable Seller Party or their respective Affiliate to Dental Services Organization

or Clinical Sub, without any additional consideration, and Seller agrees to use its commercially reasonable efforts during such period

to promptly cause to be delivered any such asset or property to Dental Services Organization or Clinical Sub (including by causing the

execution and delivery of any Contract to effectuate the transfer of such asset or property to Dental Services Organization or Clinical

Sub.

Section 7.14     Tax

Matters.

(a)           General.

The Parties acknowledge and agree that liability for Taxes of Seller, the Subsidiary Entities, the Business and the Transferred Assets

for Pre-Closing Tax Periods, Straddle Periods and Post-Closing Tax Periods shall be allocated between Seller Entities and Buyer in accordance

with this Agreement (including Section 7.14(b) and Section 8.02(g)) and not by reference to which Party is obligated to

prepare, sign or file any Tax Return.

(b)           Tax

Returns.

(i)           Seller

Returns. Seller shall prepare, or cause to be prepared, and timely file, at its own expense, all income and other Tax Returns of

Seller (including any consolidated, combined, unitary, flow-through or information Tax Returns) for all taxable periods (collectively,

“Seller Returns”). Seller Returns shall be prepared in a manner consistent with past practice except as otherwise

required by applicable Law or this Agreement.

(ii)           Pre-Closing

Subsidiary Returns. Seller shall prepare, or cause to be prepared, and timely file, at its own expense, all Tax Returns required to be

filed with respect to any Subsidiary Entity for any taxable period ending on or prior to the Closing Date (collectively, “Pre-Closing

Subsidiary Returns”). Such Pre-Closing Subsidiary Returns shall be prepared in a manner consistent with past practice except

as otherwise required by applicable Law or this Agreement. For the avoidance of doubt, all Tax Returns of any Subsidiary Entity for any

Straddle Period or Post-Closing Tax Period shall be prepared and filed by Buyer in accordance with Section 7.14(b)(iii).

(iii)           Buyer-Prepared

Subsidiary Entity Returns. Buyer shall prepare, or cause to be prepared, and timely file, all Tax Returns required to be filed with

respect to any Subsidiary Entity for any Straddle Period and any Post-Closing Tax Period (collectively, “Buyer Subsidiary Returns”).

Any expenses with respect to Buyer Subsidiary Returns shall be reasonably allocated to the applicable Subsidiary Entity. Buyer Subsidiary

Returns shall be prepared in a manner consistent with past practice except as otherwise required by applicable Law or this Agreement.

(iv)           Review

and Consent Rights.

(A)           Seller

review of Buyer Subsidiary Returns (Pre-Closing portions). With respect to any Buyer Subsidiary Return that relates to a Straddle

Period, or otherwise reports Taxes for which Seller is responsible under this Agreement, Buyer shall provide to Seller, for Seller’s

review and comment, a draft of such Buyer Subsidiary Return (together with reasonably requested supporting schedules and workpapers)

no later than fifteen (15) days prior to the due date (taking into account valid extensions) of such Buyer Subsidiary Return. Buyer shall

incorporate any reasonable comments of Seller to the extent such comments relate to any Pre-Closing Tax Period or the pre-Closing portion

of a Straddle Period. To the extent any position on a Buyer Subsidiary Return could reasonably be expected to increase Taxes for which

Seller is responsible under this Agreement, such position shall not be taken without Seller’s prior written consent (not to be

unreasonably withheld, conditioned or delayed).

(B)           Buyer

Review of Pre-Closing Subsidiary Returns. Seller shall provide Buyer with a substantially complete draft of any Seller Return and

any Pre-Closing Subsidiary Return that is required to be filed after the Closing Date and that reports material Tax items relating to

any Subsidiary Entity for any period (including any item that could reasonably be expected to give rise to an indemnification claim by

Buyer), no later than fifteen (15) days prior to the due date (taking into account any valid extensions) of such return. Seller shall

consider in good faith any reasonable comments of Buyer to the extent such comments relate to Taxes for which Buyer could reasonably

be expected to have responsibility or an indemnification claim under this Agreement.

(v)           Execution

and Cooperation.

(A)           Seller

execution/cooperation for Buyer-prepared returns. To the extent any Buyer Subsidiary Return (including any Straddle Period or Post-Closing

Tax Period return) is required to be executed or filed in the name of, or on behalf of, Seller or any Subsidiary Entity that is not owned

or controlled by Buyer, Seller shall, and shall cause the applicable Subsidiary Entity to, execute and timely file (or cause to be filed)

such Buyer Subsidiary Return as prepared in accordance with this Section 7.14 and shall otherwise cooperate with Buyer in connection

with the preparation and filing of such Buyer Subsidiary Return, including by providing such information and access to books and records

as may be reasonably requested.

(B)           Buyer

execution/cooperation for Seller-prepared returns. To the extent any Pre-Closing Subsidiary Return is required to be executed or

filed after the Closing Date in the name of, or on behalf of, a Subsidiary Entity that is owned or controlled by Buyer following the

Closing, Buyer shall, and shall cause the applicable Subsidiary Entity to, execute and timely file (or cause to be filed) such return

as prepared in accordance with this Section 7.14 and shall otherwise cooperate with Seller in connection with the preparation and

filing of such return, including by providing such information and access to books and records as may be reasonably requested.

all purposes of this Agreement (including Section 7.14(b)) and to the extent necessary to determine the Liability for or

allocation of Taxes for any Straddle Period (i) real property, personal property, ad valorem and similar Taxes (which are not based

on income) (“Property Taxes”) shall be prorated between the pre-Closing portion of such Straddle Period and the post-Closing

portion of such Straddle Period as of the Closing Date on a daily basis (based upon the number of days in the portion of the applicable

taxable period or year ending on, and the number of days beginning after, the Closing Date, in each case over the total number of days

in such taxable period or year) based upon the actual amounts paid or payable for such taxable year or period; and (ii) all Taxes

other than Property Taxes (including franchise Taxes, and any Taxes that are based upon or related to income or receipts, based upon

production or occupancy, or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible

or intangible)) shall be prorated between the pre-Closing portion of such Straddle Period and the post-Closing portion of such Straddle

Period as if such taxable period ended as of the end of the Closing Date (with the Closing Date being included in the post-Closing portion

of the Straddle Period); provided, however, that all Transaction Tax Deductions shall be allocated to the portion of the Straddle Period

ending on the Closing Date.

(d)           Each

of the Seller Entities, on the one hand, and Buyer, on the other hand, shall cooperate fully, as and to the extent reasonably requested

by the other, in connection with the filing of Tax Returns, the conduct of any Tax proceedings, and in connection with other Tax related

matters of the Seller Entities, the Transferred Assets or the Business. Such cooperation shall include the retention (at least until

the expiration of the applicable statute of limitations) and, upon the other Party’s reasonable request, the provision of and reasonable

access to records and information which are reasonably relevant to any such Tax matters and making employees (and other relevant personnel)

available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

(e)           Following

the Closing, neither Buyer (with respect to any Seller Entity) nor any Seller Entity shall, in each case with respect to any Pre-Closing

Tax Period, except as required by applicable Law, take any of the following actions without the prior written consent of Seller (such

consent not to be unreasonably withheld, conditioned or delayed): (i) amend, re-file or otherwise modify any Tax Return; (ii) make

any voluntary disclosure to a Taxing Authority with respect to any Tax or Tax Return; (iii) file any request for or obtain any private

letter ruling, or extend or waive any applicable statute of limitations or other limitation period, with respect to any Tax claim or

assessment; (iv) surrender any right to claim a refund or credit of Taxes; (v) make, change or revoke any Tax election with

respect to (or that may have an effect in) such Pre-Closing Tax Period; or (vi) otherwise take any action with respect to Tax matters

of the Seller Entities for such Pre-Closing Tax Period.

(f)            For

U.S. federal and applicable state and local income Tax purposes, it is intended that: (A) Dental Services Organization will be treated

as a disregarded entity with respect to Buyer and Seller and Clinical Sub will be treated as a disregarded entity with respect to Seller;

(B) the Equity Purchase and the Rollover Contribution, taken together, will be treated as a sale by Seller to Buyer of all of the

assets of Dental Services Organization in exchange for the Tax Purchase Price (collectively, the “Intended Tax Treatment”).

The Tax Purchase Price shall be allocated among the assets of Dental Services Organization for all purposes (including Tax and financial

accounting) in accordance with the methodology set forth in the methodology set forth in the Allocation Methodology Schedule attached

to this Agreement as of the Closing Date (the “Methodology”), which the Parties agree has been prepared in accordance

with Section 1060 of the Code and the regulations thereunder. Within one hundred twenty (120) days after the final determination

of the Actual Closing Consideration, Buyer shall provide to Seller a schedule allocating the Tax Purchase Price among the assets of Dental

Service Organization in accordance with the Methodology for Seller’s review and approval, such approval not to be unreasonably

withheld, conditioned or delayed (such allocation as approved by Seller, the “Allocation Schedule”). If Seller disputes

the Allocation Schedule disputes any one or more items therein on the basis of it not being consistent with Allocation Methodology Schedule,

then Seller shall, as promptly as practicable, but in no event later than thirty (30) days after receipt by Seller of the Allocation

Schedule (the “Allocation Schedule Review Period”), provide written notice to Buyer of any such disagreement, and

the parties shall follow the dispute resolution procedures set forth in Section 2.04(b). If Seller accepts in writing the Allocation

Schedule, or Seller fails within such Allocation Schedule Review Period to notify Buyer of any dispute with respect thereto, then such

Allocation Schedule shall be final and binding. The Parties shall file all Tax Returns in a manner consistent with the Intended Tax Treatment

and Allocation Schedule shall not take any position for Tax purposes that is inconsistent with the Intended Tax Treatment or Allocation

Schedule unless required to do so pursuant to a final determination within the meaning of Section 1313 of the Code. Any adjustments

to the purchase price shall be allocated in a manner consistent with the Allocation Schedule.

(g)           Buyer

and its Affiliates shall be entitled to deduct and withhold from amounts otherwise payable pursuant to the Transaction Documents such

amounts as any such Person determines is required to be deducted and withheld under any provision of federal, state, local or foreign

Tax Law, provided that Buyer has provided to Seller written notice of intent to withhold at least three (3) Business Days prior

to such withholding. Buyer shall cooperate with Seller and the Beneficial Owners to eliminate or reduce any such withholding. Any such

deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which

such deduction and withholding was made.

(h)           The

Parties acknowledge that the various transactions prior to Closing among Old VFD, the Dental Services Organization and Clinical Sub are

disregarded U.S. federal and applicable state and local income Tax purposes.

(i)            In

the event of any Action after the Closing with respect to Taxes or Tax Returns of the Seller Entities for a Pre-Closing Tax Period or

Straddle Period (“Tax Contest”), the Party receiving notice of such Tax Contest shall promptly notify and consult

with the other Parties and shall keep the other Parties reasonably apprised of material developments concerning the resolution of such

Tax Contest. With respect to any Tax Contests relating solely to pass through income Taxes of any Seller Entity for a taxable period

ending on or prior to the Closing Date, the Seller may elect, by written notice to Buyer, to assume and control the defense of such Tax

Contest. If the Seller elects to assume and control the defense of such Tax Contest (“Seller Contest”) (i) the

Sellers shall bear their own costs and expenses with respect to such Tax Contest, (ii) the Seller shall be entitled to engage their

own counsel with respect to such Tax Contest, and (iii) the Seller shall control and make all decisions to be made in connection

with such Tax Contest (and Buyer shall take such actions as may be required to cause the Seller to assume such control); provided however,

the Seller shall not settle or compromise (or otherwise resolve) any Seller Contest without the prior written consent of Buyer (such

consent not to be unreasonably withheld, delayed or conditioned). The Parties acknowledge and agree that the Seller’s activities

with respect to the PLR following the Closing Date shall be treated as a Seller Contest for purposes of this Agreement. In connection

with any Tax Contest other than a Seller Contest, such Tax Contest shall be controlled by Buyer (“Buyer Contest”)

at its own cost and expense. In such a Buyer Contest, (i) Buyer shall be entitled to engage its own counsel with respect to such

Tax Contest, and (ii) Buyer shall control and make all decisions to be made in connection with such Tax Contest; provided, that

Buyer shall not settle or compromise (or otherwise resolve) any Buyer Contest without the prior written consent of the Seller (such consent

not to be unreasonably withheld, delayed, or conditioned). With respect to any Buyer Contest, Buyer shall (1) keep the Seller reasonably

informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Seller of

any related correspondence and providing the Seller with an opportunity to review and comment on any material correspondence before Buyer

sends such correspondence to any Taxing Authority), (2) consult with the Seller in connection with the defense or prosecution of

any such Tax Contest, and (3) provide such cooperation and information as the Seller shall reasonably request with respect to such

Tax Contest, and the Seller shall have the right to participate in (but not control) the defense of such Tax Contest (including participating

in any discussions with the applicable Taxing Authorities regarding such Tax Contests).

(j)            To

the extent permitted by applicable law, any and all deductions related to all transaction expenses and payments that are paid by or on

behalf of the Seller Entities at, prior to or in connection with the Closing and deductible by the Seller Entities (or Seller with respect

thereto) for tax purposes on a “more likely than not” basis, including transaction expenses and bonuses and other fees and

expenses of legal counsel, accountants, or investment bankers such deductions (the “Transaction Tax Deductions”) shall

be treated for income tax purposes as having been incurred by the Seller Entities (or Seller, as applicable) in, and reflected as a deduction

on the income Tax Returns of the Seller Entities (or Seller, as applicable) for, the Pre-Closing Tax Period (including for avoidance

of doubt the portion of any Straddle Period through and including the Closing Date).

(k)           Any

refunds or credits of Taxes (whether paid in cash or made available as a credit against, or reduction of, a Tax for a taxable period

(or portion thereof) beginning after the Closing Date) realized or received by any Seller Entity (or Buyer with respect to the Seller

Entities) with respect to any Taxes of the Seller Entities for any Pre-Closing Tax Period (including for avoidance of doubt the portion

of a Straddle Period ending on the Closing Date) other than refunds or credits that (x) are attributable to the carryback of any

item of loss or deduction generated in a taxable period (or portion thereof) beginning after the Closing Date or (y) give rise to

a payment obligation of Buyer or any of its Affiliates to any Person under applicable Law or pursuant to any contract or other agreement

entered into (or assumed) by any Seller Entity prior to the Closing (any such refund or credit, a “Pre-Closing Tax Refund”),

shall be for the account of the Seller. Buyer shall pay over or cause its Affiliates (as applicable) to pay over to the Seller (for further

distribution among the Beneficial Owners in accordance with their relative interests in the Seller as of immediately prior to the Closing)

an amount of cash equal to such Pre-Closing Tax Refund (including any interest received with respect to such refund), net of (i) any

Taxes imposed on Buyer or its Affiliates in respect of the receipt or realization of such Pre-Closing Tax Refund and (ii) any reasonable

out-of-pocket costs and expenses incurred by Buyer or its Affiliates in obtaining such Pre-Closing Tax Refund, no later than fifteen

(15) days after receipt thereof, or, if the refund is in the form of a direct credit, within fifteen (15) days after the date the Tax

Return claiming such credit is filed. To the extent any such Pre-Closing Tax Refund is subsequently disallowed or required to be returned

to the applicable Governmental Authority, Seller agrees to promptly repay to Buyer the amount of such disallowed Pre-Closing Tax Refund,

together with any interest, penalties or other additional amounts imposed by such Governmental Authority, to Buyer. Buyer and Seller

Entities shall cooperate with the Seller in good faith in obtaining such refunds and credits (including by filing such Tax Returns as

may be necessary to obtain such refund or credit).- Notwithstanding the foregoing, Buyer and its Affiliates shall not be obligated to

file any amended Tax Return in respect of this Section 7.14(k), but shall consider in good faith any reasonable request by Seller

to file an amended Tax Return to seek a Pre-Closing Tax Refund to the extent such amended filing would not be materially adverse to Buyer

or its Affiliates.

Section 7.15     Confidentiality.

From and after the Closing, none of Seller, Old VFD, or any Beneficial Owner (solely as to himself and not as to any other Beneficial

Owner or as to Seller or Old VFD) will, and Seller and Old VFD will use commercially reasonable efforts to cause its Affiliates and each

of their respective Representatives (all of the foregoing, collectively, the “Seller Restricted Parties”) not to,

directly or indirectly, for themselves or on behalf of any other Person, use, or disclose to any Person, any Confidential Information

(including, for the avoidance of doubt, any information relating to integration or growth planning among or by Buyer and its Affiliates

with respect to the Business), other than for the benefit of Old VFD, Clinical Sub, Buyer and Buyer’s Affiliates (including the

Dental Services Organization); provided that Seller Restricted Parties may disclose and use Confidential Information (i) to perform

and enforce Seller Party obligations and rights under the Transaction Documents and (ii) to comply with Law, including filing income

Tax Returns. At the Closing, to the extent requested by Buyer in writing and to the extent not already held by Old VFD, the Dental Services

Organization and/or Clinical Sub, Seller, and each Beneficial Owner (solely as to himself and not as to any other Beneficial Owner or

as to Seller) shall deliver to Old VFD, the Dental Services Organization and/or Clinical Sub, as applicable, all tangible embodiments

(and all copies) of the Confidential Information that are in the possession or under the control of such Seller Restricted Party.

Section 7.16     Restrictive

Covenants.

(a)           Non-Competition.

During the period commencing on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date (the “Restrictive

Covenant Period”), no Post-Closing Seller Party shall, and each Post-Closing Seller Party shall use commercially reasonable

efforts to cause each of its controlled Affiliates and the other Seller Restricted Parties acting on its behalf (in each case, including

their respective former and current equityholders, as applicable) not to, directly or indirectly, engage in or conduct (whether as a

proprietor, partner, equityholder, member, director, officer, manager, employee, consultant, joint venturer, debt or equity investor,

lessor, agent, advisor or other representative) any business competitive in any manner with, or substantially similar to, the Business

(x) within fifty (50) miles of (i) any facility or location where Old VFD, Dental Services Organization or Clinical Sub (or

their Affiliates) provide services or operate their respective businesses as of the Closing Date, (ii) any facility or location

operating under a brand that includes any Seller Name or otherwise branded as being affiliated with Old VFD, Dental Services Organization

or Clinical Sub (or their Affiliates) as of the Closing Date, or (iii) any facility or location being developed, or under review

for acquisition or expansion (as evidenced in board materials or other written documents or agreements), by Old VFD, Dental Services

Organization or Clinical Sub (or their Affiliates) as of the Closing Date, or (y) within twenty (20) miles of (i) any facility

or location established after the Closing Date where Old VFD, Dental Services Organization or Clinical Sub (or their Affiliates) provide

services or operate their respective businesses, (ii) any facility or location established after the Closing Date and operating

under a brand that includes any Seller Name or otherwise branded as being affiliated with Old VFD, Dental Services Organization or Clinical

Sub (or their Affiliates) as of the Closing Date, or (iii) any facility or location being developed, or under review for acquisition

or expansion (as evidenced in board materials or other written documents or agreements), by Old VFD, Dental Services Organization or

Clinical Sub (or their Affiliates) after the Closing Date. Notwithstanding the foregoing, each Post-Closing Seller Party or such Post-Closing

Seller Party’s other Seller Restricted Parties may (A) acquire up to five percent (5%) of any class of securities of any company

engaged in business competitive in any manner with, or substantially similar to, the Business where such securities are publicly traded

on a national securities exchange or in the over-the-counter market, so long as such Post-Closing Seller Party or the other Seller Restricted

Parties, as applicable, hold such securities as a passive investment and do not take an active part in the management or direction of

such company and do not act as a consultant therefor or in any way render services thereto and (B) own, directly or indirectly,

equity interests in Affiliates of Buyer. Nothing in this Section 7.16(a) shall prohibit any Beneficial Owner from providing

dental services outside the area of the dental specialty in which such Beneficial Owner provides services to Buyer, any Seller Party

or any of their respective Affiliates on a charitable or non-income producing basis in which such Beneficial Owner is not paid a salary

or any other compensation, or from providing any sort of dental care in an emergency situation outside the regular course of practice

in a healthcare facility. Notwithstanding anything to the contrary, the conduct of the Business by Old VFD and Clinical Sub shall not

be restricted by this Section 7.16(a). References in this Section 7.16(a) to Affiliates of the Dental Services

Organization shall exclude Buyer and its Affiliates.

(b)           Non-Solicitation;

No-Hire. During the Restrictive Covenant Period, each Post-Closing Seller Party shall not, and shall use commercially reasonable

efforts to cause each of its controlled Affiliates and the other Seller Restricted Parties not to, directly or indirectly, in any manner

(whether on such Person’s own account, or as an owner, operator, manager, consultant, officer, director, employee, investor, agent,

or otherwise) (i) recruit, solicit or otherwise induce or attempt to induce any Employee to leave the employ or services of Old

VFD or Dental Services Organization (or their Affiliates) or in any way interfere with the relationship between Old VFD or Dental Services

Organization (or their Affiliates) and any Employee, (ii) employ, hire, retain or otherwise enter into any business relationship

that conflicts with the performance of services for the Business with any Person who is currently, or who has been within the six (6) months

immediately preceding the date hereof, an Employee, (iii) call upon, solicit or offer or accept any referral, recommendation, arrangement,

business, payment, or thing of value from any dentist, facility, supplier or contractor of Old VFD or Dental Services Organization (or

their Affiliates) that conflicts with the Business’s relationship with the covered person or entity, (iv) solicit, influence

or attempt to influence any current or former patient of Old VFD (or its Affiliates) to divert his or her treatment to another Person

for the purpose of providing the same or similar services as those provided by Old VFD or Clinical Sub (or their Affiliates), or (v) in

any way interfere with the relationship between Seller, Old VFD, Clinical Sub, and Dental Services Organization (or their Affiliates),

on the one hand, and any client, customer, patient, Payor, sales representative, broker, supplier, licensee, facility, referral source

or other business relation (or any prospective client, customer, patient, Payor, sales representative, broker, supplier, licensee, facility,

referral source or other business relation) of Seller, Old VFD, Dental Services Organization or Clinical Sub (or their Affiliates), on

the other hand. References in this Section 7.16(b) to Affiliates of the Dental Services Organization shall exclude Buyer

and its Affiliates.

At any time from and after the Closing Date, each Post-Closing Seller Party agrees that such Post-Closing Seller Party shall not, and

shall use commercially reasonable efforts to cause each of its controlled Affiliates and the other Seller Restricted Parties not to,

make any negative or disparaging statements or communications regarding the Business, the Transferred Assets, Dental Services Organization,

Old VFD, Clinical Sub, Buyer or any of its Affiliates (including their respective direct, indirect, former and current equityholders)

or any of its or their respective services, products or practices, any of its or their respective Representatives, either orally or in

writing, other than truthful statements made in connection with any legal or other governmental process, including any arbitration.

(d)           Certain

Acknowledgements and Representations.

(i)           Each

of the Parties hereby agrees and acknowledges as follows:

(A)           Immediately

prior to the Closing, each Post-Closing Seller Party and each other Seller Restricted Party has accrued substantial goodwill related

to the Business and the Transferred Assets, and Buyer would be substantially compromised should a Post-Closing Seller Party or any Seller

Restricted Parties be permitted to engage in any activity prohibited by Section 7.15 (Confidentiality), Section 7.16(a) (Non-Competition),

Section 7.16(b) (Non-Solicitation, No-Hire) or Section 7.16(c) (Non-Disparagement).

(B)           At

the Closing, each Post-Closing Seller Party and the other Seller Restricted Parties shall (directly or indirectly), among other things,

receive valuable consideration for their interest in the Business, including in respect of the goodwill related to the Business, including

the Estimated Closing Consideration, and each such Person therefore has material economic interests in the consummation of the transactions

contemplated by this Agreement and the other Transaction Documents.

has made a substantial investment in the Transferred Assets and the Business and Buyer anticipates it will require the Restrictive Covenant

Period to recover such investment.

(D)           The

restrictions and obligations set forth in Section 7.15 (Confidentiality), Section 7.16(a) (Non-Competition),

Section 7.16(b) (Non-Solicitation, No-Hire) or Section 7.16(c) (Non-Disparagement) shall be in addition

to, and without limitation or modification of, any of the terms or provisions of any other restrictive covenant or agreement between

any Post-Closing Seller Party, on the one hand, and Buyer any of its Affiliates, on the other hand, and each Post-Closing Seller Party

hereby agrees and acknowledges that each restrictive covenant or agreement between such Post-Closing Seller Party, on the one hand, and

Buyer or any of its Affiliates, on the other hand, shall be independent of, and shall not be deemed to modify or supersede, any other

restrictive covenant or agreement between or among any such parties.

(ii)           Each

Post-Closing Seller Party, on behalf of such Post-Closing Seller Party and each Seller Restricted Party, agrees that the non-competition,

non-solicitation, no-hire and non-disparagement covenants contained in this Agreement are reasonable with respect to period, geographical

area and scope and are each essential parts of the transactions contemplated by this Agreement and the other Transaction Documents and

are, in each case, necessary to protect Buyer’s legitimate interests in the Business, the Transferred Assets and the transactions

contemplated by this Agreement and the other Transaction Documents (including the goodwill related to the Business).

(iii)          If

at the time of enforcement of any provision of this Section 7.16, a court holds that any restrictions in this Section 7.16

are unreasonable under the circumstances then existing, the Parties agree that the court will be allowed to revise this Section 7.16

or sever any terms herein to substitute or apply the maximum period, geographical area and scope reasonable under such circumstances,

as applicable.

(iv)          Notwithstanding

anything in this Section 7.16 to the contrary, no Beneficial Owner shall have any responsibility or Liability for (i) any other

Beneficial Owner with respect to this Section 7.16, or (ii) any other entity that he does not control.

(e)           In

the event of a breach or violation by a Post-Closing Seller Party of Section 7.16(a) (Non-Competition) or Section 7.16(b) (Non-Solicitation,

No-Hire), the Restrictive Covenant Period for such Post-Closing Seller Party and applicable Seller Restricted Parties shall be automatically

extended by the amount of time between the initial occurrence of such breach or violation and when such breach or violation has been

duly cured.

Section 7.17     Representation

and Warranty Insurance.

(a)           Buyer

shall obtain and bind effective as of the Closing a representation and warranty insurance policy (the “R&W Policy”)

on commercially reasonable terms covering Losses arising from breaches of the representations and warranties set forth in Article IV

and Article V.

(b)           Buyer

shall not amend, modify, supplement or waive, or agree to the amendment, modification, supplement or waiver of, any provision of the

R&W Policy in a manner that would adversely affect any Seller Party, or any of their respective Affiliates or Representatives, without

the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed).

Seller Parties shall use commercially reasonable efforts to cooperate with Buyer in connection with the placement of the R&W Policy,

including by providing information reasonably requested by Buyer or the insurer thereunder; provided that such cooperation shall

not require the Seller Parties to incur any out-of-pocket expenses (unless reimbursed by Buyer) or provide any representations, warranties,

covenants or indemnities to the insurer.

Section 7.18     Reorganization.

Prior to Closing, Seller Parties shall consummate the following transactions: (i) each Beneficial Owner will contribute all of his

partnership interest in Old VFD to Seller in exchange for a membership interest in Seller entitling such Beneficial Owner to [***] of the

capital and profits of Seller, such that immediately following such contribution, Seller owns all of the interest in Old VFD (exclusive

of any Non-Economic Interest); (ii) pursuant and subject to the terms and conditions of an Asset Transfer Agreement by and among

Seller, Old VFD, Dental Services Organization, Clinical Sub, Alan Law, DDS, PhD., and, if licensed to practice dentistry in North Carolina,

Christopher E. Steele, DDS, (the “Asset Transfer Agreement”), Old VFD will transfer substantially all of its assets

(excluding its payor contracts, accounts receivable, and benefit plans, and certain other assets as set forth in the Asset Transfer Agreement)

to Seller, Seller will contribute all such assets to Dental Services Organization in exchange for all of the interest in Dental Services

Organization (exclusive of any Non-Economic Interest), and Dental Services Organization will sell all such assets (excluding non-clinical

assets) to Clinical Sub in exchange for certain consideration; and (iii) Old VFD will enter into (1) a Management Services

Agreement with Dental Services Organization pursuant to which Dental Services Organization will provide management services to Old VFD

(the “Management Services Agreement”), (2) a Security Agreement with Dental Services Organization pursuant to

which Dental Services Organization may advance funds to Old VFD (the “Security Agreement”), and (3) a leasing

arrangement with Clinical Sub pursuant to which Clinical Sub will lease its clinical assets to Old VFD (the “Clinical Sub Lease”).

Following such transactions and prior to Closing, Dental Services Organization shall convert into a North Carolina limited liability

company.

Article VIII

Indemnification

Section 8.01     Survival

of Representations, Warranties, Covenants and Agreements. Subject to the limitations and other provisions of this Agreement, all

of the representations, warranties, covenants and agreements contained in this Agreement (including the obligations of the Beneficial

Owners to indemnify and hold harmless Buyer Indemnified Parties under Section 8.02 and Section 8.03 and any claim

involving Fraud) shall survive the Closing indefinitely and shall not terminate, except as set forth below:

(a)           all

of the covenants and agreements contained in this Agreement shall survive until fully performed or observed in accordance with their

terms;

(b)           all

representations and warranties (other than the Fundamental Representations) shall survive the Closing until the earlier of (i) Retention

Escrow Release Date, and (ii) the expiration of coverage period under the R&W policy for such representations.

Fundamental Representations (other than the Healthcare Representations and the Tax Representations) shall survive the Closing until the

date that is the later of (i) six (6) years after the Closing Date and (ii) the date that is sixty (60) days after the

expiration of all statutes of limitation applicable to the subject matter thereof;

(d)           The

Healthcare Representations shall survive the Closing until the expiration of coverage period under the R&W Policy for such representations;

and

(e)           The

Tax Representations shall survive the Closing until the date that is sixty (60) days after the expiration of all statutes of limitations

applicable to the subject matter thereof.

Notwithstanding the foregoing, any representation

or warranty that would otherwise terminate in accordance with the immediately preceding sentence shall, if a notice shall have been given

under Section 8.06 or Section 8.07 (as applicable) on or prior to such termination date, survive until the related

claim for indemnification has been satisfied or otherwise resolved as provided in this Article VIII.

Section 8.02     Indemnification

by the Seller Parties. The Post-Closing Seller Parties shall, jointly and severally, indemnify and hold harmless Buyer and Alan Law,

DDS, Ph.D. and Christopher E. Steele, DDS, and each of their respective Affiliates, and each of their respective Representatives, and

Buyer’s direct and indirect equityholders and partners, each of the successors and assigns of the foregoing, and any Person claiming

by or through any of them, including Dental Services Organization (each, a “Buyer Indemnified Party”), against and

in respect of any and all Losses arising out of, resulting from, relating to or incurred in connection with:

(a)           subject

to Section 8.05 and Section 8.08, any inaccuracy in or breach of any representation or warranty made by any Seller

Entity, any Seller Party or Seller in this Agreement or any of the other Transaction Documents;

(b)           except

as hereinafter provided in this Section 8.02, the breach of, or failure to perform or observe, any covenant or agreement

to be performed by any Seller Entity, any Seller Party or Seller under this Agreement or any other Transaction Document;

Liability arising out of, resulting from, relating to or incurred in connection with any professional services claim against any Seller

Entity or any officer, manager, director, employee or contractor of any Seller Entity, or against any Healthcare Provider who provided

services as part of the Business prior to the Closing Date, which is not covered by professional liability insurance or which result

in Losses in excess of any available recovery under professional liability insurance;

(d)           any

Action relating to matters existing or occurring prior to the Closing against the directors, managers or officers of a Seller Entity;

(e)           any

Indebtedness existing as of the Closing or Transaction Costs not taken into account in the final determination of Actual Closing Consideration;

(f)            Fraud;

(g)           notwithstanding

anything contained in the Disclosure Schedules, any Indemnified Taxes; or

(h)           the

ERC Liabilities.

The foregoing notwithstanding,

only Old VFD, and not any other Post-Closing Seller Party, shall be required to indemnify and hold harmless Buyer Indemnified Parties

with respect to any breach of, or failure to perform or observe, Old VFD’s covenants and agreements in Section 7.04(a).

To the extent that Old VFD is unable to satisfy its indemnification obligations with respect to its covenants and agreements in Section 7.04(a) relating

to pre-Closing periods, Seller shall satisfy such indemnification obligations.

Section 8.03     Indemnification

by the Beneficial Owners. Without limiting the obligations of the Beneficial Owners under Section 8.02, and subject to

Section 8.05 and Section 8.08, each Beneficial Owner, severally and not jointly with any other Beneficial Owner

or any Seller Entity, shall indemnify and hold harmless each Buyer Indemnified Party against and in respect of any and all Losses arising

out of, resulting from, relating to or incurred in connection with (a) any inaccuracy in or breach of any representation or warranty

made by such Beneficial Owner individually in Section 2.06 or Article V of this Agreement or in Section 4

of the Release, and (b) the breach of, or failure to perform, any covenant or agreement to be performed by such Beneficial Owner

individually under this Agreement or any other Transaction Document.

Section 8.04     Indemnification

by Buyer. Buyer shall indemnify and hold harmless each Post-Closing Seller Party and each of its Affiliates, and each of their respective

Representatives and direct and indirect equityholders (including the Beneficial Owners), and any Person claiming by or through any of

them (each, a “Seller Indemnified Party”), against and in respect of any and all Losses arising out of, resulting

from, relating to or incurred in connection with (a) any inaccuracy in or breach of any representation or warranty made by Buyer

in this Agreement or any other Transaction Document, and (b) the breach of, or failure to perform, any covenant or agreement to

be performed by Buyer under this Agreement or any other Transaction Document.

Section 8.05     Limitations

on Indemnification.

(a)           Limitations

on the Seller Parties’ Indemnification Obligations.

(i)            The

Post-Closing Seller Parties shall not be required to indemnify any Buyer Indemnified Party pursuant to, and shall not have any Liability

under, Section 8.02(a) and/or Section 8.03(a) until the aggregate amount of all Losses for which the

Post-Closing Seller Parties would (individually or collectively), but for this Section 8.05(a)(i), be liable under Section 8.02(a) and/or

Section 8.03(a) exceeds on a cumulative basis an amount equal to 50% of the retention under the R&W Policy (the

“Deductible”), at which time the Post-Closing Seller Parties shall indemnify Buyer Indemnified Parties for the full

amount of all such Losses in excess of the Deductible; provided that this Section 8.05(a)(i) shall not apply

to any Losses arising out of, resulting from, relating to or incurred in connection with (i) any inaccuracy in or breach of any

Fundamental Representation or (ii) any claim involving Fraud; and provided, further, that any Losses that are covered

by or recoverable under the R&W Policy shall not count toward the Deductible); provided, further, notwithstanding anything

to the contrary herein, the Post-Closing Seller Parties shall indemnify Buyer Indemnified Parties for the full amount of all such Losses

arising out of, resulting from, relating to or incurred in connection with the ERC Liabilities. For the avoidance of doubt, the Deductible

shall not apply to the Post-Closing Seller Parties’ obligations with respect to the ERC Liabilities.

(ii)           Notwithstanding

anything to the contrary herein, the Post-Closing Seller Parties shall not be required to indemnify Buyer Indemnified Parties in respect

of any Losses under or pursuant to Section 8.02(a) and/or Section 8.03(a) (excluding Losses arising

out of, resulting from, relating to or incurred in connection with breaches of or inaccuracies in the Fundamental Representations breaches

of or inaccuracies in the Healthcare Representations, or claims involving Fraud) to the extent (but solely to the extent) the Post-Closing

Seller Parties’ aggregate liability for all such Losses would otherwise exceed the R&W Cap; provided that, for the avoidance

of doubt, Losses relating to claims with respect to breaches of or inaccuracies in the Fundamental Representations or claims involving

Fraud shall not count toward the R&W Cap. Notwithstanding anything to the contrary herein, the Post-Closing Seller Parties shall

not be required to indemnify Buyer Indemnified Parties in respect of any Losses under or pursuant Section 8.02(a) with

respect to any inaccuracy in or breach of any Healthcare Representations to the extent (but solely to the extent) the Post-Closing Seller

Parties’ aggregate liability for all such Losses would otherwise exceed the Healthcare Representation Cap. Without limiting any

of the foregoing, the Post-Closing Seller Parties shall not be required to indemnify Buyer Indemnified Parties in respect of any Losses

under or pursuant to Section 8.02 or Section 8.03 in excess of the Base Consideration; provided, that the foregoing

limitations shall not apply to Losses arising out of, resulting from, relating to, or incurred in connection with any claim involving

Fraud.

(iii)           Notwithstanding

anything to the contrary in this Agreement, to the extent Buyer Indemnified Parties are unable to recover any Losses under the R&W

Policy with respect to any inaccuracy in or breach of a representation or warranty set forth herein, in any applicable Transaction Document

or in any certificate delivered pursuant hereto or thereto that is not a Fundamental Representation (each, a “General Representation”)

because (A) the limitation of liability for the R&W Policy has been met and (B) a portion of Losses has been recovered

under the R&W Policy related to (1) any inaccuracy in or breach of a Fundamental Representation, (2) Fraud or (3) the

matters described in Section 8.02(b) through Section 8.02(h) or Section 8.03(b) (collectively,

“Fundamental Losses”), then the R&W Cap shall be increased by an amount equal to the amount of Fundamental Losses

recovered under the R&W Policy, and Buyer Indemnified Parties shall be entitled to indemnification directly from the Post-Closing

Seller Parties pursuant to Section 8.02(a) with respect to any inaccuracy in or breach of any General Representation

for Losses up to such increased R&W Cap.

(b)           Limitations

on Buyer’s Indemnification Obligations.

(i)            Buyer

shall not be required to indemnify any Seller Indemnified Party pursuant to, and shall not have any Liability under, Section 8.04(a) until

the aggregate amount of all Losses for which Buyer would, but for this Section 8.05(b)(i), be liable under Section 8.04(a) exceeds

on a cumulative basis an amount equal to the Deductible, at which time Buyer shall indemnify the Seller Indemnified Parties for the full

amount of all such Losses in excess of the Deductible; provided that this Section 8.05(b)(i) shall not apply

to any Losses arising out of, resulting from, relating to or incurred in connection with (i) any inaccuracy in or breach of any

Fundamental Representation, or (ii) any claim involving Fraud.

(ii)           Buyer’s

maximum aggregate Liability to the Seller Indemnified Parties with respect to any Losses arising out of, resulting from, relating to

or incurred in connection with the matters described in Section 8.04(a) shall not exceed Buyer Cap; provided

that Buyer Cap shall not apply to any Losses to the extent such Losses arise out of, result from, or are incurred in connection with

breaches of or inaccuracies in the Fundamental Representations, or in any claim involving Fraud.

Counting. Notwithstanding anything to the contrary, no Post-Closing Seller Party shall have any obligation to indemnify or hold harmless

a Buyer Indemnified Party for any Losses to the extent such Losses reduced the amount of the Actual Closing Consideration.

Section 8.06     Procedures

for Third-Party Claims. In the case of any claim for indemnification hereunder arising from a claim of a third party (each a “Third-Party

Claim”), the Indemnified Party shall give prompt written notice to the Indemnifying Party of any claim or demand for which

such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided that no delay on the part

of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless,

and solely to the extent that, the Indemnifying Party can demonstrate that the Indemnifying Party is actually and materially prejudiced

thereby. The Indemnifying Party shall have the right, at its sole cost and expense, to assume the defense of such Third-Party Claim with

counsel of its choice reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party shall not be entitled

to assume the defense of any Third-Party Claim if (i) the Third-Party Claim seeks any material non-monetary relief that would be

binding on the Indemnified Party, or (ii) the Third-Party Claim involves criminal or regulatory enforcement proceedings. If the

Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall have the right to participate in the defense

thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If the Indemnifying

Party assumes the defense of a Third-Party Claim, the Indemnifying Party shall not consent to the entry of any judgment or enter into

any settlement with respect to such Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably

withheld, conditioned or delayed); provided that the Indemnified Party’s consent shall not be required if (A) such

settlement involves only the payment of money and does not involve any injunctive or other equitable relief, (B) no Indemnified

Party is required to admit any wrongdoing or take any action (other than ceasing any challenged conduct), and (C) such settlement

includes a complete release of each Indemnified Party from all Liability in respect of such Third-Party Claim. If the Indemnifying Party

does not assume the defense of a Third-Party Claim, the Indemnified Party shall not consent to the entry of any judgment or enter into

any settlement with respect to such Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably

withheld, conditioned or delayed).

Section 8.07     Procedures

for Inter-Party Claims. In the event that an Indemnified Party determines that it has a claim for Losses against an Indemnifying

Party hereunder other than as a result of a Third-Party Claim, the Indemnified Party shall give reasonably prompt written notice thereof

to the Indemnifying Party, specifying the amount of such claim (to the extent then reasonably determinable by the Indemnified Party)

and the basis of such claim in reasonable detail; provided that no delay on the part of the Indemnified Party in notifying any

Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying

Party can demonstrate that the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party shall notify the

Indemnified Party within thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its Liability to the

Indemnified Party under this Article VIII. If the Indemnifying Party does not so notify the Indemnified Party, the claim

specified by the Indemnified Party in such notice shall be conclusively deemed to be a Liability of the Indemnifying Party under this

Article VIII, and the Indemnifying Party shall pay the amount of such Liability (in accordance with Section 8.08)

to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated,

on such later date when the amount of such claim (or such portion of such claim) is finally determined by the Indemnified Party. If the

Indemnifying Party has timely disputed its Liability with respect to such claim as provided above, the Indemnifying Party and the Indemnified

Party shall negotiate in good faith to resolve such dispute. If such dispute remains unresolved as of the fifteenth (15th) day after

timely delivery by the Indemnifying Party of the notice that it disputes its Liability with respect to such claim, the Indemnified Party

shall have the right to seek any and all available remedies in respect thereof, subject to Sections 11.10, 11.11 and 11.12.

Section 8.08     Payment

of Losses.

(a)           From

and after the Closing, any Losses arising out of, resulting from, relating to or incurred in connection with claims for indemnification

pursuant to Section 8.02(a) (other than Losses arising out of, resulting from, relating to or incurred in connection

with claims for indemnification involving any Fundamental Representations or claims involving Fraud) shall be satisfied in the following

order: (i) first, (following application of the Deductible) from the balance of the Retention Escrow Amount in the Escrow Account,

(ii) second, by recovery under the R&W Policy (to the extent the R&W Policy is available to cover such Losses), and (iii) thereafter,

to the extent the full amount of such indemnifiable Losses is not fully covered by clauses (i) and (ii) immediately foregoing

(including to the extent coverage is unavailable under the R&W Policy), and subject to Section 8.05(a)(ii) and to

the extent the R&W Cap has been adjusted pursuant to Section 8.05(a)(iii), at Buyer’s sole discretion, (A) by

payment in cash to Buyer directly by the Post-Closing Seller Parties (including, at the sole discretion of Buyer, by offsetting any amounts

in accordance with Section 11.12), (B) by canceling a number of Buyer Shares held by the Beneficial Owners, with each

such Buyer Share having a value equal to the Fair Market Value determined at the time of cancellation or (C) any combination of

clauses (A) and (B) foregoing.

(b)           From

and after the Closing, with respect to any Losses indemnifiable under (x) Section 8.02(b) through Section 8.02(h) (other

than Section 8.02(g)) or (y) Section 8.02(a) solely with respect to any Fundamental Representation

(but in all cases excluding Losses arising out of, resulting from, relating to or incurred in connection with claims involving Fraud),

in each case, such Losses shall be satisfied in the following order: (i) first, from the balance of the Retention Escrow Amount

in the Escrow Account, (ii) second, by recovery under the R&W Policy (to the extent the R&W Policy is available to cover

such Losses), and (iii) thereafter, to the extent the full amount of such indemnifiable Losses is not fully covered by clauses (i) and

(ii) immediately foregoing (including to the extent coverage is unavailable under the R&W Policy), at Buyer’s sole discretion,

(A) by payment in cash to Buyer directly by the Post-Closing Seller Parties (including, at the sole discretion of Buyer, by offsetting

any amounts in accordance with Section 11.12), (B) by canceling a number of Buyer Shares held by the Beneficial Owners,

with each such Buyer Share having a value equal to the Fair Market Value determined at the time of cancellation or (C) any combination

of clauses (A) and (B) foregoing.

and after the Closing, with respect to any Losses indemnifiable under Section 8.02(g), such Losses shall be satisfied in

the following order: (i) first, from the balance of the Tax Escrow Amount in the Escrow Account solely to the extent such Losses

are Tax Escrow Losses, (ii) second, from the balance of the Retention Escrow Amount in the Escrow Account, (iii) third, by

recovery under the R&W Policy (to the extent the R&W Policy is available to cover such Losses), and (iv) thereafter, to

the extent the full amount of such indemnifiable Losses is not fully covered by clauses (i), (ii) and (iii) immediately foregoing,

at Buyer’s sole discretion, (A) by payment in cash to Buyer directly by the Post-Closing Seller Parties (including, at the

sole discretion of Buyer, by offsetting any amounts in accordance with Section 11.12), (B) by canceling a number of

Buyer Shares held by the Beneficial Owners, with each such Buyer Share having a value equal to the Fair Market Value determined at the

time of cancellation or (C) any combination of clauses (A) and (B) foregoing.

(d)           From

and after the Closing, any Losses arising out of, resulting from, relating to or incurred in connection with claims for indemnification

pursuant to Section 8.03(a) (other than Losses arising out of, resulting from, relating to or incurred in connection

with claims for indemnification involving any Fundamental Representations or claims involving Fraud) shall be satisfied in the following

order: (i) first, (following application of the Deductible) from the balance of the Retention Escrow Amount in the Escrow Account,

(ii) second, by recovery under the R&W Policy (to the extent the R&W Policy is available to cover such Losses), and (iii) thereafter,

to the extent the full amount of such indemnifiable Losses is not fully covered by clauses (i) and (ii) immediately foregoing

(including to the extent coverage is unavailable under the R&W Policy), and subject to Section 8.05(a)(ii) and to

the extent the R&W Cap has been adjusted pursuant to Section 8.05(a)(iii), at Buyer’s sole discretion, (A) by

payment in cash to Buyer directly by the Beneficial Owner in breach (including, at the sole discretion of Buyer, by offsetting any amounts

in accordance with Section 11.12), (B) by canceling a number of Buyer Shares held by such Beneficial Owner, with each

such Buyer Share having a value equal to the Fair Market Value determined at the time of cancellation or (C) any combination of

clauses (A) and (B) foregoing.

(e)           From

and after the Closing, with respect to any Losses indemnifiable under (x) Section 8.03(b) or (y) Section 8.03(a) solely

with respect to any Fundamental Representation (but in all cases excluding Losses arising out of, resulting from, relating to or incurred

in connection with claims involving Fraud), in each case, such Losses shall be satisfied in the following order: (i) first, from

the balance of the Retention Escrow Amount in the Escrow Account, (ii) second, by recovery under the R&W Policy (to the extent

the R&W Policy is available to cover such Losses), and (iii) thereafter, to the extent the full amount of such indemnifiable

Losses is not fully covered by clauses (i) and (ii) immediately foregoing (including to the extent coverage is unavailable

under the R&W Policy), at Buyer’s sole discretion, (A) by payment in cash to Buyer directly by the Beneficial Owner in

breach (including, at the sole discretion of Buyer, by offsetting any amounts in accordance with Section 11.12), (B) by

canceling a number of Buyer Shares held by such Beneficial Owner, with each such Buyer Share having a value equal to the Fair Market

Value determined at the time of cancellation or (C) any combination of clauses (A) and (B) foregoing.

(f)           From

and after the Closing, with respect to any Losses arising out of, resulting from, relating to or incurred in connection with any claims

involving Fraud, in each case, such Losses shall be satisfied by any of the following (or any combination thereof), as elected by Buyer

in its sole discretion: (i) from the balance of the Retention Escrow Amount in the Escrow Account, (ii) by recovery under the

R&W Policy (to the extent the R&W Policy is available to cover such Losses), (iii) by payment in cash to Buyer directly

by the Post-Closing Seller Parties or the applicable Beneficial Owner involved in the Fraud, as the case may be (including, at the sole

discretion of Buyer, by offsetting any amounts in accordance with Section 11.12), or (iv) by canceling a number of Buyer

Shares held by the Beneficial Owner involved in the Fraud, with each such Buyer Share having a value equal to the Fair Market Value determined

at the time of cancellation; provided that, no Beneficial Owner shall be responsible or liable for any Losses involving Fraud

by or relating to another Beneficial Owner.

(g)           To

the extent any Losses are subject to indemnification under Section 8.02(a) and/or Section 8.03(a), on the

one hand, and also subject to indemnification under Section 8.02(b)-(h), such Losses shall be satisfied pursuant to clauses (a) and

(d) of this Section 8.08, if applicable, prior to being satisfied pursuant to clauses (b), (c) or (e) of this

Section 8.08.

(h)           Promptly,

and in any event within five (5) Business Days, following the final determination of the amount of any Losses payable to an Indemnified

Party pursuant to this Article VIII, the applicable Indemnifying Party shall pay the Indemnified Party the amount of such

Losses in cash by wire transfer of immediately available funds to an account designated by the Indemnified Party; provided that,

to extent that such Losses are payable to a Buyer Indemnified Party pursuant to an amount in the Escrow Account, then within three (3) Business

Days following the adjudication of or agreement to such indemnification obligation, Buyer and Seller shall jointly instruct the Escrow

Agent to pay to Buyer, by wire transfer of immediately available funds from the Escrow Account, within three (3) Business Days,

the amount of such Losses; provided, further, that, to the extent such Losses payable to an Indemnified Party pursuant to this

Article VIII are recovered by cancellation of Buyer Shares held by the Beneficial Owners, Buyer shall and may cancel such

Buyer Shares without further consideration and without further action by any other Person.

(i)           From

and after the Closing, the Post-Closing Seller Parties shall cooperate reasonably with Buyer Indemnified Parties in connection with any

claim made by such Person under the R&W Policy.

(j)           With

respect to Section 8.08(a), (b), (c) and (f), the value of any cancelled Buyer Shares (as determined in accordance

with such Section) held by a Beneficial Owner shall not exceed the amount of Losses for which such Beneficial Owner is liable pursuant

to such Section.

(k)           Each

Buyer Indemnified Party and Seller Indemnified Party shall use commercially reasonable efforts to mitigate all Losses suffered by such

Person in each case to the extent required by Law.

Section 8.09     Escrow

Release.

(a)           Within

three (3) Business Days following the Retention Escrow Release Date, Buyer and Seller shall jointly instruct the Escrow Agent in

writing to, and the Escrow Agent shall upon receipt of such joint written instructions, release to Seller (for further distribution to

the Beneficial Owners in accordance with their respective Pro Rata Percentages), by wire transfer of immediately available funds from

the Escrow Account, an amount equal to the positive difference, if any, between (x) the then-remaining balance of the Retention

Escrow Amount in the Escrow Account, minus (y) the amount of Losses for which any Buyer Indemnified Party has timely made

a claim for indemnification pursuant to this Article VIII but which claim(s) have not then been resolved in accordance

with this Article VIII. In the event any portion of the remaining balance of the Retention Escrow Amount in the Escrow Account

is not released to Seller (for further distribution to the Beneficial Owners in accordance with their respective Pro Rata Percentages)

in connection with the Retention Escrow Release Date as a result of the immediately foregoing sentence, Buyer and Seller shall promptly,

and in any event within five (5) Business Days following the resolution of any such outstanding claims and, as applicable, payment

in respect thereof pursuant to Section 8.08, jointly instruct the Escrow Agent in writing to, and the Escrow Agent shall

upon receipt of such joint written instructions, release the then-remaining balance of the Retention Escrow Amount in the Escrow Account

(or any portion thereof that relates to the claims that have then been finally determined) to Seller (for further distribution to the

Beneficial Owners in accordance with their respective Pro Rata Percentages), by wire transfer of immediately available funds. The Parties

hereto agree and acknowledge that neither the remaining balance of the Retention Escrow Amount in the Escrow Account at any given time,

nor any release thereof, in whole or in part, pursuant to this Section 8.09(a), shall in any way limit the rights or remedies

as provided in accordance with this Agreement of any Buyer Indemnified Party with respect to indemnification pursuant to this Article VIII

(including with respect to any claims in excess of the then-remaining balance of the Retention Escrow Amount in the Escrow Account but

otherwise subject to indemnification pursuant to this Article VIII).

(b)           Within

three (3) Business Days following the Tax Escrow Release Date, Buyer and Seller shall jointly instruct the Escrow Agent in writing

to, and the Escrow Agent shall upon receipt of such joint written instructions, release to Seller (for further distribution to the Beneficial

Owners in accordance with their respective Pro Rata Percentages), by wire transfer of immediately available funds from the Escrow Account,

an amount equal to the positive difference, if any, between (x) the then-remaining balance of the Tax Escrow Amount in the Escrow

Account, minus (y) the amount of Tax Escrow Losses for which any Buyer Indemnified Party has timely made a claim for indemnification

pursuant to Section 8.02(g) but which claim(s) have not then been resolved in accordance with this Article VIII.

In the event any portion of the remaining balance of the Tax Escrow Amount in the Escrow Account is not released to Seller (for further

distribution to the Beneficial Owners in accordance with their respective Pro Rata Percentages) in connection with the Tax Escrow Release

Date as a result of the immediately foregoing sentence, Buyer and Seller shall promptly, and in any event within five (5) Business

Days following the resolution of any such outstanding claims and, as applicable, payment in respect thereof pursuant to Section 8.08,

jointly instruct the Escrow Agent in writing to, and the Escrow Agent shall upon receipt of such joint written instructions, release

the then-remaining balance of the Tax Escrow Amount in the Escrow Account (or any portion thereof that relates to the claims that have

then been finally determined) to Seller (for further distribution to the Beneficial Owners in accordance with their respective Pro Rata

Percentages), by wire transfer of immediately available funds. The Parties hereto agree and acknowledge that, except as to Tax Escrow

Losses, neither the remaining balance of the Tax Escrow Amount in the Escrow Account at any given time, nor any release thereof, in whole

or in part, pursuant to this Section 8.09(b), shall in any way limit the rights or remedies as provided in accordance with

this Agreement of any Buyer Indemnified Party with respect to indemnification pursuant to this Article VIII.

Section 8.10     Knowledge

of Buyer and Seller Indemnified Parties.

(a)           The

right to indemnification of, and the payment of Losses to, any Buyer Indemnified Party pursuant to this Article VIII, or

the availability of any other remedies contemplated hereby or otherwise available to Buyer Indemnified Parties at law or in equity, based

upon any representation, warranty, covenant, agreement or obligation of any of the Seller Parties contained in or made pursuant to this

Agreement or any other Transaction Document will not be affected by any investigation made by or on behalf of any Buyer Indemnified Party,

or the knowledge of any such Buyer Indemnified Party’s equityholders, members, partners or Representatives, with respect to the

accuracy or inaccuracy of, or compliance or non-compliance with, any such representation, warranty, covenant, agreement or obligation,

as applicable, at any time prior to, on or following the date hereof.

(b)           The

right to indemnification of, and the payment of Losses to, any Seller Indemnified Party pursuant to this Article VIII, or

the availability of any other remedies contemplated hereby or otherwise available to the Seller Indemnified Parties at law or in equity,

based upon any representation, warranty, covenant, agreement or obligation of Buyer contained in or made pursuant to this Agreement or

any other Transaction Document will not be affected by any investigation made by or on behalf of any Seller Indemnified Party, or the

knowledge of any such Seller Indemnified Party’s equityholders, members, partners or Representatives, with respect to the accuracy

or inaccuracy of, or compliance or non-compliance with, any such representation, warranty, covenant or agreement.

Section 8.11     Treatment

of Indemnity Payments. Except as otherwise required by applicable Law, for Tax purposes, any payment made pursuant to this Article VIII

shall be treated as an adjustment to the Purchase Price.

Section 8.12     Materiality.

Notwithstanding anything contained herein to the contrary, for purposes of determining whether there has been a breach and the amount

of Losses with respect to any claim for indemnification or reimbursement hereunder, each representation, warranty, covenant, obligation

or agreement in this Agreement and Schedules and Exhibits hereto shall be read without regard and without giving effect to the terms,

“material” or “Material Adverse Effect” or similar phrases contained in such representation, warranty, covenant,

obligation or agreement; provided that the foregoing shall not apply to clause (c) of Section 4.08.

Section 8.13     No

Circular Recovery. With respect to any claim brought by a Buyer Indemnified Party against any Seller Indemnified Party relating to

the Transaction Documents or the Transactions, each of the Post-Closing Seller Parties, on behalf of such Person and each other Seller

Indemnified Party, hereby expressly waives any right of subrogation, advancement, indemnification or other claim against Buyer and its

Affiliates with respect to any amounts owed by any of the Post-Closing Seller Parties pursuant to this Article VIII. Notwithstanding

anything in this Agreement or any of the other Transaction Documents to the contrary, for the avoidance of doubt, none of the Post-Closing

Seller Parties shall be deemed an Affiliate of Buyer or Dental Services Organization following the Closing pursuant to any of the Transaction

Documents, including with respect to the provision of this Article VIII.

Section 8.14     Exclusive

Remedy. From and after the Closing, except with respect to claims involving Fraud, the indemnification rights set forth in this Article VIII

shall be the sole and exclusive remedy of the Parties and their respective Affiliates for any and all Losses or other claims relating

to or arising out of this Agreement, any other Transaction Document or the Transactions, including any inaccuracy in or breach of any

representation, warranty, covenant or agreement contained herein or therein, and no Party or any of its Affiliates shall have any other

entitlement, remedy or recourse, whether in contract, tort, strict liability or otherwise, it being agreed that all of such other remedies,

entitlements and recourse are expressly waived and released by the Parties and their respective Affiliates to the fullest extent permitted

by Law. Without limiting the foregoing, from and after the Closing, no Buyer Indemnified Party shall be entitled to a rescission of this

Agreement or to any further indemnification rights or claims of any nature whatsoever in respect thereof, all of which Buyer Indemnified

Parties hereby waive, other than pursuant to this Article VIII. Notwithstanding the foregoing, nothing in this Section 8.14

shall limit any Party’s right to seek specific performance or other equitable remedies pursuant to Section 11.12.

Section 8.15     No

Other Representations or Warranties; Non-Reliance. Buyer acknowledges and agrees that, except for the representations and warranties

contained in Section 2.06, Article IV and Article V of this Agreement and in Section 4

of the Release, (i) none of Seller, Old VFD, Clinical Sub, the Dental Services Organization, the Beneficial Owners, or any of their

respective Affiliates, nor any other Person, has made or is making, and Buyer has not relied and is not relying on, any other express

or implied representation or warranty, either written or oral, (ii) none of Seller, Old VFD, Clinical Sub, the Dental Services Organization,

the Beneficial Owners, or any of their respective Affiliates or any other Person, directly or indirectly, has made or is making, and

Buyer has not relied and is not relying on, any representation or warranty regarding any pro forma financial information, financial projections

or other forward-looking statements of Seller, the Beneficial Owners, or any of their respective Affiliates, (iii) the Seller Parties

disclaim any other express or implied representations or warranties, whether made by any Seller Party, any Affiliate of any Seller Party

or any of their respective Representatives, and (iv) Buyer will not make any claim with respect to any other express or implied

representations or warranties. Nothing in this Section 8.15 shall limit or restrict any claim for Fraud.

Buyer acknowledges and agrees

that (i) neither any Seller Party nor any of its Affiliates or Representatives shall have any Liability to Buyer or any of its Affiliates

or Representatives resulting from the distribution to Buyer or any of its Affiliates or Representatives, or the use by Buyer or any of

its Affiliates or Representatives, of any information, documents or material made available to Buyer or any of its Affiliates or Representatives

in the Data Room, management presentations or any other form in contemplation of the Transactions, except to the extent any such information

is expressly set forth in a representation or warranty of the Seller Parties in Section 2.06 or Article IV or

Article V of this Agreement, or in Section 4 of the Release; and (ii) Buyer has conducted its own independent

review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations,

liabilities and prospects of the Business and the Seller Parties.

Article IX

Conditions Precedent

Section 9.01     Conditions

Precedent to Obligations of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction, or waiver by Buyer,

at or before the Closing, of the following conditions:

(a)           Other

than the Fundamental Representations and the representation and warranty set forth in clause (c) of Section 4.08, the

representations and warranties of the Seller Parties contained in this Agreement (including for the avoidance of doubt, with respect

to the updated Financial Statements as may be restated between the Effective Date and the Closing Date) and the other Transaction Documents

shall be true and correct in all material respects (in each case, disregarding for this purpose any qualifications therein referencing

the terms “material,” “Material Adverse Effect” or other terms of similar import or effect) on and as of the

date hereof and at and as of the Closing with the same effect as though made at and as of such time (except those representations and

warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date). The

Fundamental Representations shall be true and correct in all respects on and as of the date hereof and at and as of the Closing with

the same effect as though made at and as of such time (except those representations and warranties that address matters only as of a

specified date, the accuracy of which shall be determined as of that specified date);

(b)           The

Seller Parties shall have duly performed and complied with, in all material respects, all agreements, covenants and conditions required

by this Agreement and each of the other Transaction Documents to be performed or complied with by the Seller Parties prior to the Closing;

provided that, with respect to agreements, covenants and conditions that are qualified by materiality, the Seller Parties shall

have performed and complied with such agreements, covenants and conditions, as so qualified, in all respects;

Material Adverse Effect shall have occurred after the date of this Agreement;

(d)           No

Law shall be in effect, and no Action shall be instituted or threatened by or before any Governmental Authority or arbitral body, that

does or (i) seeks to challenge, prohibit, make illegal, enjoin, restrain or prevent the consummation of the Transactions, or (ii) would

reasonably be expected to adversely affect the right of Buyer to own the Purchased DSO Equity, the right of Dental Services Organization

or Clinical Sub to own the Transferred Assets or the right of Buyer, Old VFD, Clinical Sub, or Dental Services Organization to operate

the Business after the Closing;

(e)           To

the extent required to consummate the Transactions, Alan Law, DDS, Ph.D., and Christopher E. Steele, DDS shall be duly licensed by the

North Carolina Board of Dental Examiners;

(f)            All

approvals, consents, authorizations and waivers of (i) Governmental Authorities required for the Parties to enter into the Transactions

and (ii) the Persons listed on Schedule 9.01(f) for the Parties to enter into the Transactions shall have been obtained

and be (A) in full force and effect; (B) not subject to any condition or other qualification that has not been satisfied; and

(g)           All

credit balances or amounts identified as unclaimed or otherwise abandoned shall have been addressed by the Seller Parties in compliance

with applicable local, state and federal laws, other than any that are taken into account as liabilities in determining Closing Working

Capital or Closing Indebtedness Amount;

(h)           All

Beneficial Owners shall be employed by Old VFD at the Closing;

(i)            DSO

and the applicable landlord shall have entered into amendments to the leases for the properties identified on Schedule 9.01(i),

in form and substance reasonably satisfactory to Buyer;

(j)            Buyer

shall have received the final, bound R&W Policy, effective as of the Closing Date, on terms reasonably satisfactory to Buyer;

(k)           the

Management Services Agreement shall be in full force and effect and not subject to any condition or other qualification that has not

been satisfied;

(l)            the

form of Escrow Agreement shall have been agreed to, on terms reasonably satisfactory to Buyer and the Escrow Agent;

(m)          the

form of Amended and Restated Partnership Agreement of Old VFD shall have been agreed to, on terms reasonably satisfactory to Alan Law,

DDS, Ph.D.;

(n)           the

form of Amended and Restated Partnership Agreement of Clinical Sub shall have been agreed to, on terms reasonably satisfactory to Alan

Law, DDS, Ph.D.; and

(o)           The

Seller Parties shall, or shall have caused the Seller Entities to, make all other deliveries required to be made by them at or prior

to the Closing pursuant to this Agreement, and the Asset Transfer Agreement.

Section 9.02     Conditions

Precedent to Obligations of the Seller Parties. The obligation of the Seller Parties to effect the Closing is subject to the satisfaction,

or waiver by Seller, at or before the Closing, of the following conditions:

(a)           Other

than the Fundamental Representations, the representations and warranties of Buyer contained in this Agreement and the other Transaction

Documents (in each case, disregarding for this purpose any qualifications therein referencing the terms “materiality” “material

adverse effect” or other terms of similar import or effect) shall be true and correct in all material respects on and as of the

date hereof and at and as of the Closing with the same effect as though made at and as of such time (except those representations and

warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date), in

each case, except as would not otherwise materially and adversely affect Buyer’s ability to consummate the Transactions. The Fundamental

Representations of Buyer shall be true and correct in all respects on and as of the date hereof and at and as of the Closing with the

same effect as though made at and as of such time (except those representations and warranties that address matters only as of a specified

date, the accuracy of which shall be determined as of that specified date);

(b)           Buyer

shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement

and each of the other Transaction Documents to be performed or complied with by Buyer prior to or at the Closing; provided that

with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants

and conditions, as so qualified, in all respects;

Law shall be in effect, and no Action shall be instituted or threatened by or before any Governmental Authority or arbitral body, that

does or seeks to challenge, prohibit, make illegal, enjoin, restrain or prevent the consummation of the Transactions;

(d)           All

approvals, consents, authorizations and waivers of (i) Governmental Authorities required for the Parties to enter into the Transactions

and (ii) the Persons listed on Schedule 9.02(d) for the Parties to enter into the Transactions and/or to assign any

Contracts or Permits shall have been obtained and be (A) in full force and effect; (B) not subject to any condition or other

qualification that has not been satisfied; and (C) in form and substance reasonably satisfactory to Seller; and

(e)           Buyer

shall have made all other deliveries required to be made by it at or prior to the Closing pursuant to this Agreement, including those

set forth in Section 3.02(b).

(f)            No

Buyer Material Adverse Effect shall have occurred after the date of this Agreement;

(g)           Buyer

shall have received the final, bound R&W Policy, effective as of the Closing Date, on terms reasonably satisfactory to Seller;

(h)           Buyer

shall have completed all Nasdaq and transfer-agent requirements applicable to the issuance of the Closing Buyer Shares to Seller and

the transfer of such Shares from Seller to the Beneficial Owners (subject to reasonable cooperation from Seller Parties), such that the

Closing Buyer Shares shall have been successfully listed on Nasdaq;

(i)            DSO

and the applicable landlord shall have entered into amendments to the leases for the properties identified on Schedule 9.01(i),

in form and substance reasonably satisfactory to the Seller Parties;

(j)            the

form of Escrow Agreement shall have been agreed by Buyer, Seller and the Escrow Agent, to on terms reasonably satisfactory to Seller;

(k)           the

form of Amended and Restated Partnership Agreement of Old VFD shall have been agreed to, on terms reasonably satisfactory the partners

of Old VFD; and

(l)            the

form of Amended and Restated Partnership Agreement of Clinical Sub shall have been agreed to, on terms reasonably satisfactory to the

partners of Clinical Sub.

Article X

Termination

Section 10.01     Termination.

This Agreement may be terminated at any time prior to the Closing solely:

(a)           by

mutual written consent of Buyer, Seller, and Beneficial Owners;

(b)           by

either (i) Buyer or (ii) Seller, Dental Services Organization, and Beneficial Owners if the Transactions have not been consummated

by the date that is one hundred and twenty (120) days following the date hereof; provided that in no case shall either Buyer,

Seller Dental Services Organization, or Beneficial Owners be entitled to terminate this Agreement pursuant to this Section 10.01(b) if

such Party’s willful or knowing breach of this Agreement has prevented the consummation of the Transactions; provided, further,

that neither Buyer, Seller Dental Services Organization, nor the Beneficial Owners shall have the right to terminate this Agreement pursuant

to this Section 10.01(b) in the event another Party or any of its affiliated Parties are seeking, though Actions, to

specifically enforce this Agreement in compliance with Section 11.12 while such Actions are pending or prior to any ruling

in such Actions being fully complied with or finally dismissed;

either (i) Buyer or (ii) Seller, Dental Services Organization, and Beneficial Owners, if any Governmental Authority shall have

issued a final, non-appealable order, decree or ruling that prohibits, makes illegal, enjoins or prevents the consummation of the Transactions;

(d)           by

Buyer (if it is not in material breach of its representations, warranties, covenants and obligations under the Transaction Documents)

if there has been a breach of, or inaccuracy in, any representation, warranty, covenant or agreement of the Seller Parties set forth

in the Transaction Documents, which breach or inaccuracy would cause any condition set forth in Section 9.01 not to be satisfied

if it remained uncured as of the date of the termination of this Agreement pursuant to this Article X (the “Termination

Date”) (and such breach or inaccuracy has not been cured within five (5) Business Days after the receipt of written notice

thereof);

(e)           by

Buyer (A) pursuant to Section 4.30, or (B) in the event that the Beneficial Owners do not enter into the Employment

Agreements (unless earlier already entered into); or

(f)            by

Seller, Dental Services Organization, and Beneficial Owners (if the Seller Parties are not in material breach of their representations,

warranties, covenants and obligations under the Transaction Documents) if there has been a breach of, or inaccuracy in, any representation,

warranty, covenant or agreement of Buyer set forth in the Transaction Documents, which breach or inaccuracy would cause any condition

set forth in Section 9.02 not to be satisfied if it remained uncured as of the Termination Date (and such breach or inaccuracy

has not been cured within five (5) Business Days after the receipt of written notice.

Section 10.02     Effect

of Termination. In the event of the termination of this Agreement in accordance with this Article X, this Agreement shall

forthwith become void ab initio and of no further force or effect, and there shall be no Liability on the part of any Party with

respect to this Agreement, except that (a) Section 7.06, this Section 10.02 and Article XI shall

survive any such termination and (b) nothing herein shall relieve any Party from Liability for Fraud or willful breach of this Agreement

prior to such termination.

Article XI

Miscellaneous

Section 11.01     Expenses.

Except as otherwise expressly provided herein all costs and expenses, including fees and disbursements of counsel, financial advisors

and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such costs and

expenses, whether or not the Closing shall have occurred; provided, that the premium cost of the R&W Policy shall be borne equally

by Buyer and the Seller.

Section 11.02     Notices.

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed

to have been given to a Party (a) when delivered by hand or other means (with written confirmation of receipt), (b) on the

dates shown on the receipt of delivery (or of refusal to accept delivery) if sent by a nationally recognized overnight courier (receipt

requested) or by certified or registered mail, return receipt requested, in each case to such Party at the following respective addresses

for such Party (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.02):

If to Seller, Dental Services Organization,

or Beneficial Owners:

Ryan, James, Wiles, Patel, and Olsen, D.D.S., PLLC

2029 Valleygate Drive, Suite 201

Fayetteville, NC 28304

Attention: Mit Patel

Email: [***]

with copies (which shall not constitute notice) to:

Brooks, Pierce, McLendon, Humphrey & Leonard, LLP

230 North Elm Street

Greensboro, NC 27401

Attention: Mark Davidson

Email: [***]

And

Holland & Knight

Symphony Place

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Eric Scalzo

Email: [***]

If to Buyer:

Park Dental Partners, Inc.

2200 County Road C West

Suite 2210

Roseville, Minnesota 55113

Attention: Peter G. Swenson,

Chief Executive Officer

Email: [***]

with copies (which shall not constitute

notice) to:

Taft Stettinius & Hollister

LLP

2200 IDS Center, 80 South 8th Street

Minneapolis, MN 55402

Attention: David R. Melloh

Email: [***]

Section 11.03     Interpretation.

The words “include” and “including,” and other words of similar import when used herein shall not be deemed to

be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation,” whether

or not they are in fact followed by those words or words of like import. The term “or” is not exclusive. The definitions

contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever required by the context,

any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns,

pronouns and verbs shall include the plural and vice versa. Any capitalized term used in any Schedule but not otherwise defined therein

will have the meaning given to such term in this Agreement. Any reference to “days” means calendar days unless Business Days

are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then

such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. The words “herein,”

“hereto,” “hereunder” and “hereby” and other words of similar import in this Agreement shall be deemed

in each case to refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement.

When a reference is made in this Agreement to an Article, Section, Schedule, such reference is to an Article or Section of,

or a Schedule to, this Agreement unless otherwise indicated. Any reference herein to “dollars” or “$” shall mean

United States dollars. Any document or item shall be deemed “made available”, “delivered to” or “provided

to” within the meaning of this Agreement if such document or item is provided in the Data Room prior to 5:00 p.m., Central Time,

three (3) Business Days immediately prior to the date hereof (and not removed therefrom). References to any statute, listing rule,

rule, standard, regulation or other Law will be (a) interpreted to include any revision of or successor to the same, regardless

of how it is numbered or classified and (b) deemed to include a reference to the corresponding rules and regulations, if any,

and each of them as amended, modified, supplemented, consolidated, replaced or rewritten from time to time. Any reference herein to a

Governmental Authority shall be deemed to include reference to any successor thereto. When calculating the period of time before which,

within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in

calculating such period shall be excluded.

Section 11.04     Headings.

The headings in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement.

Section 11.05     Severability.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality

or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or

provision in any other jurisdiction. Upon any such determination that any term or other provision is invalid, illegal or unenforceable,

the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible

in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

Section 11.06     Entire

Agreement. This Agreement, the other Transaction Documents and that certain Non-Disclosure Agreement, dated February 10, 2025,

by and between Buyer, PDG, P.A, a Minnesota professional corporation, Dental Specialists of Minnesota, PLLC, and Orthodontic Specialists

of Minnesota, PLLC, all three of which are Minnesota professional liability corporations, and Old VFD, and constitute the sole and entire

agreement of the Parties with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous

agreements, understandings or arrangements, whether written or oral, with respect to such subject matter. In the event of any inconsistency

between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits, Schedules and Disclosure

Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement

will control.

Section 11.07     Successors

and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and

permitted assigns. Buyer may not assign its rights or obligations hereunder without the prior written consent of Seller, and none of

the Seller Parties may assign their respective rights or obligations hereunder without the prior written consent of Buyer; provided

that Buyer may (a) assign any or all of its rights and obligations hereunder to one or more of its Affiliates or to any of its financing

sources as collateral security or in connection with a bona fide sale to a third party of all or substantially all of its assets or the

assets comprising one of its business lines (including the Business) or (b) designate one or more of its Affiliates to perform its

obligations hereunder, in each case, without the consent or approval of any other Party; provided, further, that notwithstanding

any such assignment or designation by Buyer, Buyer shall remain fully liable for all of its obligations under this Agreement.

Section 11.08     No

Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns,

and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right,

benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided that Affiliates of Buyer are intended

third-party beneficiaries of Section 7.15 and Section 7.16, and Buyer Indemnified Parties (including, for the

avoidance of doubt, Dental Services Organization, Alan Law, DDS, Ph.D., and Christopher E. Steele, DDS) and the Seller Indemnified Parties

are intended third party beneficiaries of Article VIII.

Section 11.09     Amendment

and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by Buyer

and Seller. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed

by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default

not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that

waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate

or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude

any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 11.10     Governing

Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a)           This

Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to

this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising

out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this

Agreement), shall be governed by and construed in accordance with the internal laws of the State of Delaware, including its statutes

of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other

jurisdiction.

(b)           With

respect to Actions under Section 11.12 only, each of the Parties (a) irrevocably submits to the sole and exclusive jurisdiction

of the Chancery Court of the State of Delaware (the “Chancery Court”) for the purposes of any suit, Action or other

proceeding arising out of this Agreement or the other Transaction Documents; provided that if (and only if) the Chancery Court

declines to accept or does not have jurisdiction over a particular matter, the superior court of the State of Delaware or any federal

court siting in the State of Delaware shall have jurisdiction for the purposes of such suit, Action or other proceeding (such courts,

together with the Chancery Court, the “Chosen Courts”); (b) agrees that all such Actions shall be heard and determined

in the Chosen Courts and (c) agrees not to bring any such Action in any other court. Each of the Parties further agrees that service

of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 11.02

shall be effective service of process for any Action, suit or proceeding in the State of Delaware with respect to any matters to which

it has submitted to jurisdiction in this Section 11.10(b). Each of the Parties irrevocably and unconditionally waives any

objection to the laying of venue of any Action under Section 11.12 in the Chancery Court (or if (and only if) the Chancery

Court declines to accept or does not have jurisdiction over a particular matter, the superior court of the State of Delaware or any federal

court siting in the State of Delaware), and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead

or claim in any such court that any such Action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

a specifically bargained for inducement for each of the parties to enter into this Agreement (after having the opportunity to consult

with counsel), EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER

TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY

WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE

OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES

THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE

THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH

PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE

MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10(C).

Section 11.11     Arbitration.

(a)           Except

as provided in Section 11.10(b) and Section 11.12, each Party agrees that arbitration administered by the

American Health Law Association in accordance with its arbitration rules (the “Arbitration Rules”) shall be the

sole and exclusive method for resolving any claim or dispute (“Claim”) arising out of or relating to the rights and

obligations of the Parties under this Agreement or any other Transaction Document, whether such Claim arose or the facts on which such

Claim is based occurred prior to or after the execution and delivery of this Agreement.

(b)           The

Parties agree that (i) one (1) arbitrator shall be appointed pursuant to the Arbitration Rules to conduct any such arbitration,

(ii) such arbitrator shall have at least fifteen (15) years of experience with respect to purchase agreements and other complex

commercial contracts under Delaware law, (iii) all meetings of the Parties and all hearings with respect to any such arbitration

shall take place in Dallas, Texas, and (iv) each Party to the arbitration shall bear its own costs and expenses (including all attorneys’

fees and expenses, except to the extent otherwise required by applicable Law), and all costs and expenses of the arbitration proceeding

(such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the Parties.

with the expedited nature of arbitration, each Party shall, upon the written request of any other Party, promptly provide the other with

copies of non-privileged documents on which the producing Party is relying in support of or in opposition to any claim or defense. Any

dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator, which determination shall be conclusive.

All discovery shall be completed within the period specified by the arbitrator (including any amendments to such period specified by

the arbitrator).

(d)           In

the event that any Party or any of such Party’s Affiliates or Representatives is requested or required (by oral question or request

for information or documents in any Action) to disclose any Arbitration Information (the “Disclosing Party”), such

Disclosing Party shall notify the other Parties promptly of the request or requirement so that any such other Parties may seek an appropriate

protective order or waive compliance with the provisions of this Section 11.11. If, in the absence of a protective order

or the receipt of a waiver hereunder, the Disclosing Party or any of its Affiliates or Representatives believes in good faith, upon the

advice of legal counsel, that it is compelled to disclose any such Arbitration Information, such Disclosing Party may disclose such portion

of the Arbitration Information as it believes in good faith, upon the advice of legal counsel, it is required to disclose; provided

that the Disclosing Party shall use reasonable efforts to obtain, at the request and expense of such other party, an order or other assurance

that confidential treatment shall be accorded to such portion of the Arbitration Information required to be disclosed as such other party

shall designate. Notwithstanding anything in this Section 11.11 to the contrary, the Parties shall have no obligation to

keep confidential any Arbitration Information that becomes generally known to and available for use by the public other than as a result

of the Disclosing Party’s acts or omissions or the acts or omissions of such party’s Affiliates or Representatives. The Parties

agree that, subject to the right of any Party to confirm any decision, judgment, ruling, finding, award or other determination of an

arbitration as provided in this Section 11.11, the decision, judgment, ruling, finding, award or other determination of any

arbitration under the Arbitration Rules shall be final, conclusive and binding on all of the Parties; provided that nothing

in this Section 11.11 shall prohibit any Party from instituting litigation to enforce any final decision, judgment, ruling,

finding, award or other determination of the arbitration.

Section 11.12     Remedies.

(a)           Notwithstanding

anything herein to the contrary, each Party hereby agrees that in the event any Party violates any provision of this Agreement, the remedies

at Law available to the other Parties may be inadequate. Each of the Parties hereby agrees that if any of the provisions of this Agreement

were not performed in accordance with their specific terms or were otherwise breached by any Party, (a) irreparable damage would

occur to the non-breaching Party, and (b) no adequate remedy at law would exist and damages would be difficult to determine. In

such event, the non-breaching Party shall have the right, in addition to all other rights and remedies any such Person may have, to seek

specific performance or injunctive or other equitable relief to enforce or prevent any violations of this Agreement (without the requirement

to post a bond or other security).

(b)           Notwithstanding

anything in this Agreement to the contrary, prior to Buyer or any Buyer Indemnified Party paying any amounts due pursuant to this Agreement

or any other Contract between any of the Post-Closing Seller Parties or any of their respective Affiliates, on the one hand, and Buyer

or any Buyer Indemnified Parties, on the other hand, including any payments due pursuant to Section 2.04(d) or Article VIII,

Buyer or any applicable Buyer Indemnified Party may offset against any such payment any amounts that have been finally determined (whether

by mutual agreement of the Parties, final non-appealable order of a court or arbitrator, or other final resolution in accordance with

Article VIII) to be due and payable by any of the Post-Closing Seller Parties or any of their respective Affiliates; provided

that Buyer shall not offset any amounts that are merely claimed but not yet finally determined.

anything in this Agreement to the contrary, prior to Seller Parties or any Seller Indemnified Party paying any amounts due pursuant to

this Agreement or any other Contract between Buyer or any of its Affiliates, on the one hand, and any Seller Party or any Seller Indemnified

Parties, on the other hand, including any payments due pursuant to Article VIII, Seller Parties or any applicable Seller

Indemnified Party may offset against any such payment any amounts that have been finally determined (whether by mutual agreement of the

Parties, final non-appealable order of a court or arbitrator, or other final resolution in accordance with Article VIII)

to be due and payable by Buyer or any of its Affiliates; provided that Seller Parties shall not offset any amounts that are merely

claimed but not yet finally determined.

Section 11.13     Counterparts.

This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which

together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic

transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 11.14     Disclosure

Schedules. Seller may update the Disclosure Schedules only to reflect any changes that occur following the date of this Agreement

and prior to the Closing. Any and all such updates shall be deemed to qualify the representations and warranties of Seller and Beneficial

Owners in this Agreement; provided, that such updates shall be disregarded for purposes of Section 9.01(a).

(Remainder of Page Intentionally Left

Blank; Signature Pages Follow)

IN WITNESS WHEREOF, the Parties

have caused this Agreement to be executed as of the date first written above.

BUYER:

PARK DENTAL PARTNERS, INC.

By:

Name:

Peter G. Swenson

Title:

Chief Executive Officer

Signature Page – Transaction Agreement

IN WITNESS WHEREOF, the Parties

have caused this Agreement to be executed as of the date first written above.

SELLER PARTIES:

Ryan & Associates LLP

By:

Name:

Title:

Ryan, James, Wiles, Patel,AND Olsen,

D.D.S., PLLC

By:

Name:

Title:

RYAN, JAMES, WILES, PATEL & OLSEN LLP

By:

Name:

Title:

Ryan, JAMES & Associates LLP

By:

Name:

Title:

Signature Page – Transaction Agreement

IN WITNESS WHEREOF, the Parties

have caused this Agreement to be executed as of the date first written above.

BENEFICIAL OWNERS:

Anuj James, D.D.S.

Jordan Olsen, D.D.S.

Mit Patel, D.D.S.

Bradley Ryan, D.D.S.

Grant Wiles, D.D.S.

Signature Page – Transaction Agreement

EBITDA Schedule

Target EBITDA is set at [***] for all measurement periods.

The calculation of contingent consideration Consolidated EBITDA for

all measurement periods shall be made without giving effect to the following:

(a) purchase accounting adjustments arising from the transaction;

(b) amortization of acquired intangible assets;

(d) financing costs, debt issuance costs and interest expense

attributable to Buyer's financing arrangements;

(e) any corporate allocations from Buyer or Buyer-related entities;

and

(f) any one-time extraordinary events, such as a flood, that

would result in lower Consolidated EBITDA.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622596d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

Park Dental Partners, Inc. Announces Agreement to Acquire Village

Family Dental Services Organization - Enters North Carolina Market

The transaction is expected to add 12 practice locations and

48 doctors in North Carolina.

MINNEAPOLIS, August 10, 2026 (GLOBE NEWSWIRE) -- Park Dental Partners,

Inc. (NASDAQ: PARK). (the “Company”), a leading dental resource organization, today announced that it has entered into a definitive

agreement to acquire Village Family Dental DSO. The Village Family Dental DSO is currently affiliated with Village Family Dental practices,

a multi-specialty dental group based in Fayetteville, North Carolina. Upon completion, the transaction would mark Park Dental Partners'

expansion into its fourth state and further strengthen its growing presence among premier national dental group practices.

Strategic Rationale

The transaction reflects a strong cultural alignment and a shared focus

on long-term patient outcomes. It’s expected to:

· Bring a talented group of doctors and team members into the Park Dental Partners’ organization

· Expand Park Dental Partner’s presence into its fourth state - North Carolina

· Strengthen the Company’s presence in a growing market with favorable demographic trends and long-term demand for dental services

· Establish a strong regional platform for future organic and acquisition growth opportunities

· Support the Company’s mission of improving lives by expanding access to high-quality dental care for more patients and communities

“We are honored that Village Family Dental will join Park Dental

Partners,” said Pete Swenson, Chief Executive Officer of Park Dental Partners. "We have known and respected the Village Family

Dental leadership team for many years and have always admired the exceptional organization they have built. The Village Family Dental

team shares our commitment to clinical excellence, patient-centered care, professional clinical decision-making, and long-term stewardship

of the practice. Their multi-specialty model, deep roots in their communities, and focus on serving the complete oral health needs of

patients align with our mission and the values of our affiliated practices."

Swenson added, "Our model is designed to make it easy for successful

doctor-led groups to preserve their identity, culture, and clinical decision-making while gaining the resources, scale, and support needed

to continue growing and thriving for generations. We are excited to welcome the Village Family Dental doctors and team members and to

support their continued success."

"We believe joining Park Dental provides us with the opportunity

to accelerate the next chapter of growth for Village Family Dental while remaining true to who we are," said Dr. Anuj James, Managing

Partner of Village Family Dental. "It is clear that Park Dental Partners shares our belief that doctors should continue leading clinical

decisions and preserving the culture that has made their practices successful. We appreciate Park Dental Partners’ typical approach

to maintain local leadership, continue investing in people and patients, and provide broader resources to support our long-term growth."

"Village Family Dental has built an extraordinary organization

centered on quality care, strong leadership, and a commitment to the communities they serve," said Dr. Chris Steele, Chief Clinical

Officer, General Practices for Park Dental Partners. "From the start, the alignment between our organizations was evident. Both groups

believe that the best patient outcomes occur when talented doctors are empowered to exercise their professional judgment, supported by

strong operational resources and a shared commitment to continuous improvement.”

Other Information

Following completion of the transaction, the Village Family Dental

DSO will operate as a subsidiary of Park Dental Partners and will provide management and administrative support to the Village Family

Dental practices pursuant to the existing management services arrangements. Park Dental Partners expects to work closely with the Village

Family Dental DSO team to support integration activities, practice support, and continued growth. Post closing, the Company does not anticipate

any immediate changes to operations. Village Family Dental practices are expected to continue operating under the Village Family Dental

name, with support from the acquired dental services organization.

As is the Company’s practice, financial guidance will not be

updated until the transaction closes. At this time, the Company is not disclosing information about expected revenue or Adjusted EBITDA

on an annualized basis or on an impact to fiscal 2026.

Additional information regarding the transaction will be provided in

filings with the Securities and Exchange Commission, including the Form 8-K filed today.

Advisors

Park Dental Partners was advised by Taft Stettinius & Hollister

LLP, Winthrop & Weinstine, PA, and McGuireWoods, LLP. Village Family Dental was advised by Brooks, Pierce, McLendon, Humphrey &

Leonard, LLP; Holland & Knight LLP; pH Partners and Logan Growth Advisors.

About Village Family Dental

Founded in 1985, Village Family Dental has grown into one of North

Carolina's leading multi-specialty DSO’s supporting practice locations throughout eastern North Carolina, including Fayetteville,

Hope Mills, Eastover, St. Pauls, Raeford, and Laurinburg. The DSO supports 26 general dentists and 22 specialists and is led by five owner-doctors:

Anuj James, D.D.S., Mit Patel, D.D.S., Grant Wiles, D.D.S., Bradley Ryan, D.D.S., and Jordan Olsen, D.D.S.

About Park Dental Partners, Inc.

Park Dental Partners, Inc., and its subsidiaries (NASDAQ: PARK) is

a dental resource organization that has put patients first since the establishment of its general dentistry group in 1972. The Company

provides comprehensive business support services, including clinical team members, administrative personnel, facilities, and equipment,

to its affiliated general and multi-specialty dental practices. The Company has 222 affiliated doctors across 87 practice locations in

three states. The Company’s clinical support team consists of approximately 990 hygienists, dental assistants, and patient care

coordinators that support affiliated doctors in operating their practices. The mission of the Company’s affiliated dental practices

since inception has been to ensure patients enjoy the benefits of a lifetime of good oral health. This mission continues to be the driving

force behind our organization today.

Park Dental Partners is based in Roseville, Minnesota. For more information,

please visit parkdentalpartners.com.

Forward Looking Statements

Certain

statements in this press release are “forward-looking statements”

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended, with respect to the Company’s financial condition, results of operations, plans, objectives, future performance and business.

Forward-looking statements include those preceded by, followed by or that

include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,”

“plans,” “may,” “will,” or similar expressions. These forward-looking

statements involve risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking

statements because of, among other things, potential risks and uncertainties, such as:

· Regulatory and compliance risk, including state dental corporate practice of dentistry and fee-splitting

restrictions, HIPAA and other privacy/cybersecurity obligations, and evolving healthcare and labor regulations;

· Reimbursement risk, including risks related to payer mix, reimbursement rates, audit/recoupment activity, enrollment and collections

timing, and dependence on significant third-party payors;

· Our ability to identify, acquire, integrate and effectively support affiliated practices and to execute de novo expansion, and the

risk of undiscovered liabilities in acquisitions;

· Dependence on affiliated dental practices and their clinical performance; our ability to attract, hire and retain dentists, specialists

and hygienists; and risks related to ownership transitions of affiliated entities;

· Competition for patients and clinicians in our markets and the impact on patient volumes and staffing;

· Risks related to the proposed transaction, including the risk that required North Carolina dental regulatory clearance may not be

obtained or may be obtained subject to conditions and the risk that other closing conditions may not be satisfied or waived;

· Macroeconomic conditions, inflation and interest rates, and our geographic concentration, particularly in the Minnesota area.

forward-looking statement is neither a prediction nor a guarantee

of future events or circumstances, and those future events or circumstances may not occur. We are under no obligation, and we expressly

disclaim any obligation, to update or alter any forward-looking statements,

whether because of new information, future events or otherwise.

Investor Contact:

Park Dental Partners Investor Relations Team

763-233-3377

ir@parkdentalpartners.com

Media Contact:

Park Dental Partners Media Relations Team

651-633-0500

marketing@parkdentalpartners.com

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Aug. 07, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 07, 2026

Entity File Number

001-42967

Entity Registrant Name

Park Dental Partners,

Inc.

Entity Central Index Key

0002069604

Entity Tax Identification Number

93-2020683

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2200 County Road C West

Entity Address, Address Line Two

Suite 2210

Entity Address, City or Town

Roseville

Entity Address, State or Province

Entity Address, Postal Zip Code

55113

City Area Code

651

Local Phone Number

633-0500

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.0001 per share

Trading Symbol

PARK

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

true

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration