] Shares SMILE BRANDS GROUP INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec • New York
AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT BETWEEN AND MODERN DENTAL PROFESSIONAL—ARIZONA, P.C. JANUARY 1, 2009Business Support Services Agreement • April 12th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec
THIS AMENDED AND RESTATED BUSINESS SUPPORT SERVICES AGREEMENT (“Agreement”) is entered into effective JANUARY 1, 2009 (the “Effective Date”), between MDC SERVICES, INC., a DE corporation (“Service Company”), and MODERN DENTAL PROFESSIONAL—ARIZONA, P.C., an AZ professional corporation (“Group”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this [ ]th day of April, 2010 (the “Effective Date”), by and between Smile Brands Group Inc., a Delaware corporation (the “Company”), and Steven C. Bilt (the “Executive”).
DIRECTED STOCK TRANSFER AGREEMENT BY AND AMONG [STOCKHOLDER], [OPTION HOLDER], AND [PARENT]Directed Stock Transfer Agreement • March 26th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec
THIS DIRECTED STOCK TRANSFER AGREEMENT (this “Agreement”) dated as of [ ], 20[ ], is entered into by and among [ ], D.D.S. (the “Stockholder”), [PARENT OF OPTION HOLDER], a [ ] corporation (“Parent”), and [OPTION HOLDER], a [ ] corporation (“Option Holder”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec
This Amended and Restated Employment Agreement (the “Agreement”) is dated as of this 2nd day of December, 2008, by and between Bright Now! Dental, Inc., a Washington corporation (the “Company”), and Steven C. Bilt (the “Employee”).
CREDIT AGREEMENT among SMILE BRANDS INC., SMILE BRANDS WEST, INC., SMILE BRANDS OF TEXAS, L.P., and SMILE BRANDS EAST, INC. as Borrowers, THE LENDERS NAMED HEREIN and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent,...Credit Agreement • March 26th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec • New York
Any increase or decrease in the Applicable Margin resulting from a change in the Total Leverage Ratio shall become effective as of the fifth Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(a)(iii) with respect to any fiscal quarter; provided, that the Applicable Margin in effect as of the Closing Date shall be based on Tier I for the six month period commencing thereon. Notwithstanding anything to the contrary herein, if no Compliance Certificate is delivered when due in accordance with Section 5.01(a)(iii), then Tier I shall apply as of the date of the failure to deliver such Compliance Certificate until such date as the Borrowers deliver such Compliance Certificate in form and substance reasonably acceptable to the Administrative Agent and thereafter the Applicable Margin shall be based on the Total Leverage Ratio indicated on such Compliance Certificate until such time as the Applicable Margin is further adjusted as set fort
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 12th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec • California
This Indemnification Agreement (the “Agreement”) is made and entered into as of February 21, 2003, by and between BrightNow! Dental, Inc., a Washington corporation (the “Corporation”) and Bradley Schmidt, an individual (the “Indemnitee”), the Chief Financial Officer of the Corporation.
November 4, 2004 Mr. Bradley SchmidtSmile Brands Group Inc. • February 12th, 2010 • Services-misc health & allied services, nec
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 20[ ] by and between Smile Brands Group Inc., a Delaware corporation (the “Corporation”), and [ ] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec • Washington
This Employment Agreement (the “Agreement”) is effective as of this 21st day of February, 2003, by and between Bright Now! Dental, Inc., a Washington corporation (the “Company”), and Bradley Schmidt (the “Employee”).
IVORY HOLDCO, INC. STOCKHOLDERS’ AGREEMENT DATED AS OF MAY 24, 2005Stockholders’ Agreement • February 12th, 2010 • Smile Brands Group Inc. • Services-misc health & allied services, nec • Delaware
The undersigned is executing and delivering this Joinder Agreement pursuant to the Stockholders’ Agreement dated as of [Date] (as amended, modified, restated or supplemented from time to time, the “Stockholders’ Agreement”), among Ivory Holdco, Inc., a Delaware corporation (the “Company”), and its stockholders named therein.
