COMMON STOCKMonarch Dental Corp • May 20th, 1997 • Services-specialty outpatient facilities, nec • California
1 Exhibit 2.2 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is dated as of the 1st day of September, 1998, by and among Monarch Dental Corporation, a Delaware corporation (the "Company"), and the persons listed on Exhibit A hereto (each, a "Holder" and...Registration Rights Agreement • September 25th, 1998 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Delaware
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 15th, 2002 • Monarch Dental Corp • Services-health services • Minnesota
ARTICLE ILoan Agreement • March 30th, 2000 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement"), is entered into as of the 1st day of September, 1998, by and among Monarch Dental Associates (Utah), Inc., a Utah corporation ("Purchaser"), Robert Anderson,...Asset Purchase Agreement • October 2nd, 1998 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
AMONGWarrant Agreement • March 30th, 2000 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Delaware
1 EXHIBIT 2.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of September 11, 1998 (the "Effective Date"), by and between Monarch Dental Corporation, a Delaware corporation (the "Company") and Joseph J. Frank (the...Employment Agreement • September 25th, 1998 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
1 EXHIBIT 10.31 WARRANT AGREEMENTWarrant Agreement • April 30th, 2001 • Monarch Dental Corp • Services-health services • Delaware
WITNESSETH:Loan Agreement • November 14th, 2000 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
1 EXHIBIT 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Lisa Corbett Peterson) This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made as of May 26, 2000 (the "Effective Date"), by and between Monarch Dental Corporation, a Delaware...Employment Agreement • August 14th, 2000 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
1 EXHIBIT 10.18 RESTRICTED STOCK AGREEMENT UNDER THE MONARCH DENTAL CORPORATION 1996 STOCK OPTION AND INCENTIVE PLAN NAME OF GRANTEE: Dr. Warren F. Melamed CLASS OF SHARES: Common Stock NO. OF SHARES: 300,000 GRANT DATE: February 6, 1996 PER SHARE...Restricted Stock Agreement • May 20th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Delaware
1 EXHIBIT 10.23 EMPLOYMENT AGREEMENT (Warren F. Melamed, D.D.S.) This EMPLOYMENT AGREEMENT ("Agreement") effective as of July 1, 1997 by and between Monarch Dental Corporation, a Delaware corporation whose principal executive offices are in Dallas,...Employment Agreement • July 17th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
1 EXHIBIT 10.29 THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 30th, 2001 • Monarch Dental Corp • Services-health services • Texas
RECITALSManagement Services Agreement • March 31st, 1998 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Indiana
BY AND AMONGAgreement and Plan of Merger • November 29th, 2002 • Monarch Dental Corp • Services-health services • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- (Gary W. Cage)Employment Agreement • August 14th, 2000 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
BACKGROUNDNon-Competition Agreement • January 15th, 2002 • Monarch Dental Corp • Services-health services • Minnesota
EXHIBIT 10.4 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Lisa Corbett Peterson) This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made as of October 27, 2000 (the "Effective Date"), by and between Monarch Dental...Employment Agreement • November 14th, 2000 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
1 EXHIBIT 10.20 EMPLOYMENT AGREEMENT (Dr. David L. Hehli) Employment Agreement, dated the 29th day of August, 1996, by and among David L. Hehli, D.D.S. (the "Employee"), Monarch Dental Corporation, a Delaware corporation ("Parent") and Midwest Dental...Employment Agreement • May 20th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Wisconsin
1 EXHIBIT 10.3 INDEMNIFICATION AGREEMENT (Lisa K. Peterson) This Agreement made and entered into as of May 8, 2000 ("Agreement"), by and between Monarch Dental Corporation (the "Company," which term shall include any Entity (as hereinafter defined),...Indemnification Agreement • August 14th, 2000 • Monarch Dental Corp • Services-specialty outpatient facilities, nec
AMONGAgreement and Plan of Merger • September 25th, 1998 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Delaware
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement"), is entered into as of the 12th day of November, 1997, by and among Monarch Dental (Press) Associates, L.P., a Texas limited partnership ("Purchaser"), VP...Asset Purchase Agreement • November 19th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
EMPLOYMENT AGREEMENT (Dr. Melamed)Employment Agreement • May 20th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
Exhibit 4.2 AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • November 29th, 2002 • Monarch Dental Corp • Services-health services • Delaware
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 15th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec
1 EXHIBIT 10.5 MONARCH DENTAL CORPORATION STOCK PURCHASE AGREEMENT Dated as of FEBRUARY 5, 1996 2 MONARCH DENTAL CORPORATION Stock Purchase Agreement Dated as of FEBRUARY 5, 1996Stock Purchase Agreement • May 20th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Delaware
EXHIBIT 10.2 October 18, 2000 CONFIDENTIAL BY FEDERAL EXPRESS Mr. Gary W. Cage 7 Horizon Point Frisco, TX 75034 Re: Termination of Employment Dear Gary: The purpose of this letter agreement (this "Agreement") is to serve as written notice of the...Letter Agreement • November 14th, 2000 • Monarch Dental Corp • Services-specialty outpatient facilities, nec
EXHIBIT 4.1 MONARCH DENTAL CORPORATION AND MELLON INVESTOR SERVICES LLC AS RIGHTS AGENT SHAREHOLDER RIGHTS AGREEMENT DATED AS OF SEPTEMBER 16, 2002 TABLE OF CONTENTSShareholder Rights Agreement • September 17th, 2002 • Monarch Dental Corp • Services-health services • Delaware
EXHIBIT 10.27 March 26, 1999 CONFIDENTIAL Dr. Warren F. Melamed 17723 Cedar Creek Canyon Road Dallas, TX 75252 Re: Separation Agreement Dear Warren: This letter agreement (this "Agreement") formalizes the agreement that we have reached regarding your...Separation Agreement • March 31st, 1999 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
Page ---- ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.1 Construction of Terms . . . . . . . . . . . . . . . . . . . . . . . . 2 1.2 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2...Stockholders' Agreement • June 23rd, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Delaware
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 20th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec
RECITALS:Employment Agreement • November 14th, 2000 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
NON-COMPETITION AGREEMENT (Dr. Melamed)Non-Competition Agreement • May 20th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
2 3 11. Lease Provisions. Sublessor shall not be liable for and Sublessee will indemnify and save harmless Sublessor of and from all fines, suits, claims, demands, losses and actions (including attorneys fees) for any injury to person or damage to or...Sublease Agreement • May 20th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
1 EXHIBIT 10.8 ASSET CONTRIBUTION AGREEMENTContribution Agreement • May 20th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
