INDEMNIFICATION AGREEMENTIndemnification Agreement • September 1st, 2023 • Capstone Dental Pubco, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ • ], 2023, between Keystone Dental Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
NORTHWEST PARK OFFICE LEASE BY AND BETWEEN NWP BUILDING 24 LLC (AS LANDLORD) AND KEYSTONE DENTAL, INC. (AS TENANT) FOR PREMISES AT 154 MIDDLESEX TURNPIKE BURLINGTON, MASSACHUSETTSOffice Lease • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • Massachusetts
DISTRIBUTION AND SUPPLY AGREEMENTDistribution and Supply Agreement • October 26th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • New York
This DISTRIBUTION AND SUPPLY AGREEMENT (“Agreement”) is made as of July 30 2013 (the “Effective Date”) by and between NIBEC Co. Ltd., a corporation organized and existing under the laws of Korea, with a principal place of business at Iwol electricity-electronic Agro-Industrial Complex, 1127, Sinwol-ri, Iwol-myeon, Jincheon-gun, Chungcheonguk-do, Korea (“NIBEC”) and the Keystone Dental, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts, United States of America, with a principal place of business at 144 Middlesex Turnpike, Burlington, MA 01803 (“KEYSTONE DENTAL”), (each, individually, a “Party” and, collectively, the “Parties”).
INTERNATIONAL DISTRIBUTION AGREEMENTInternational Distribution Agreement • October 26th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • Massachusetts
THIS INTERNATIONAL DISTRIBUTION AGREEMENT (this “Agreement”) is made as of January 01, 2009 (the “Effective Date”) by and between Keystone Dental, Inc., a Delaware corporation having its principal place of business at 144 Middlesex Turnpike, Burlington, Massachusetts 01803 USA (“Keystone”) and, Hi-Clearance Inc., a corporation, organized under the laws of Taiwan and having its principal place of business at 8F-3, No. 2, Lane 609, Sec. 5, Chung Hsin Road, San Chung City, Taipei, Taiwan (“Distributor”).
RESELLER AGREEMENTReseller Agreement • October 26th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • Massachusetts
This Reseller Agreement (this “Agreement”) is made and entered into as of July , 2021 (the “Effective Date”) by and between Keystone Dental, Inc., a Massachusetts corporation with its principal place of business at 154 Middlesex Turnpike, Burlington, MA 01803 (“Reseller”), and Smart Denture Conversions, LLC, a North Carolina limited liability company with its principal place of business at 56 Hunter Street, Suite 320, Apex, North Carolina 27502 (“Smart Denture” or “SDC”). Reseller and Smart Denture may each be referred to herein as a “Party” and collectively, the “Parties”.
Quality Agreement TAV-Medical Ltd and PALTOP Ltd Revision 1Quality Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
This document defines the requirements that must be met by the Contract Manufacturer (CM) & Supplier ‘TAV-Medical’ (herby:“Tav) organization in the conduct of the applicable production activities related to the TAV-Medical & Paltop products. These requirements have been established by Paltop to fulfill all quality, regulatory, statutory, performance, safety, and effectiveness requirements specific to this medical product, and to fulfill Paltop responsibility as a medical device manufacturer.
Quality Assurance Agreement betweenQuality Assurance Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
Basic Continuous Sales Transaction AgreementSales Transaction Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
Osteon Digital Japan K.K. and IMPLANT SOLUTIONS PTY LTD (hereinafter, collectively referred to as the “Party A”) and the Medical Division, Kyocera Corporation (hereinafter referred to as the “Party B”) shall enter into the Basic Continuous Sales Transaction Agreement (hereinafter referred to as this “Agreement”) concerning transactions by and between both parties. Furthermore, this Agreement shall apply only to the Medical Division of Party B.
DISTRIBUTION AGREEMENTDistribution Agreement • September 1st, 2023 • Capstone Dental Pubco, Inc. • Indiana
This Distribution Agreement (this “Agreement”) is being executed on August 9, 2007 by and between Cook Biotech Incorporated, an Indiana corporation having a place of business at 1425 Innovation Place, West Lafayette, Indiana 47906 (“Cook”), and Keystone Dental, Inc., a Delaware corporation having a place of business at 3 Burlington Woods Drive, Burlington MA 01803 (“Distributor”).
Certain identified information has been excluded from this exhibit (indicated by “[***]”) because it is both not material and is the type that the registrant treats as private or confidential. DISTRIBUTION AGREEMENT FOR THE MARKET OF THE U.S. by and...Distribution Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
This DISTRIBUTION AGREEMENT FOR THE MARKET OF THE U.S. (the “AGREEMENT”) is entered into as 6 of January 2021, by and between DENTALPOINT AG, a Swiss corporation with company number CHE-112.681.743 (“MANUFACTURER”), and Keystone Dental, Inc., a Delaware corporation (“DISTRIBUTOR”). MANUFACTURER and DISTRIBUTOR are individually referred to herein as a “PARTY” and collectively, the “PARTIES.”
Certain identified information has been excluded from this exhibit (indicated by “[***]”) because it is both not material and is the type that the registrant treats as private or confidential. SUPPLY AGREEMENT (OEM) BY AND BETWEENCapstone Dental Pubco, Inc. • October 5th, 2023 • Dental equipment & supplies
TERRATS MEDICAL S.L., a Spanish company duly incorporated and existing under the laws of Spain, with its registered office located at C/ Mogoda 75-99 (Poligono Industrial Can Salvatella), 08210 Barbera del Valles (Barcelona), Spain, email roger@dessdental.com , Spanish Tax Identification No. B64542285, legally represented by its Chief Corporate Officer , Cristina Cancho Descalzo with Spanish Tax Identification Number 40.990.111-V, e-mail cristina.cancho@dessdental.com, and hereinafter referred to as “Terrats” or the “Company”.
Lease AgreementLease Agreement • October 26th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
LEASE BETWEEN SPECTRUM OFFICE PROPERTIES II LLC AND KEYSTONE DENTAL, INC.Capstone Dental Pubco, Inc. • October 5th, 2023 • Dental equipment & supplies • California
THIS LEASE is made as of January 6, 2022 , by and between SPECTRUM OFFICE PROPERTIES II LLC, a Delaware limited liability company, hereafter called “Landlord,” and KEYSTONE DENTAL, INC., a Delaware corporation, hereafter called “Tenant.”
ASSET PURCHASE AGREEMENT by and among NANOSURFACES SRL, SAMO SPA and KEYSTONE DENTAL, INC. dated as of December 30, 2009Asset Purchase Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • New York
This Asset Purchase and Sale Agreement (this “Agreement”) is made as of December 30, 2009 (the “Effective Date”) by and among NanoSurfaces S.r.l., an Italian S.r.l. having its registered office in Granarolo Dell’Emilia (BO), Via Matteotti 37, Italy (“NanoSurfaces”), SAMO S.p.A., an Italian S.p.A. having its registered office in Granarolo Dell’Emilia (BO), Via Matteotti 37, Italy (“SAMO”, and together with NanoSurfaces, the “Sellers”), and Keystone Dental, Inc., a Delaware corporation having its principal place of business at 144 Middlesex Turnpike, Burlington, Massachusetts, USA (“Keystone” or “Buyer”).
PRODUCT: PALTOP DENTAL IMPLANT SYSTEM DISTRIBUTOR: REVISION HISTORYCapstone Dental Pubco, Inc. • October 5th, 2023 • Dental equipment & supplies
Certain identified information has been excluded from this exhibit (indicated by “[***]”) because it is both not material and is the type that the registrant treats as private or confidential. ADDENDUM TO SUPPLY AGREEMENT BY AND BETWEENCapstone Dental Pubco, Inc. • October 5th, 2023 • Dental equipment & supplies
TERRATS MEDICAL S.L.U., a Spanish company duly incorporated and existing under the laws of Spain, with its registered office located at C/Mogoda No. 75-99 (Polígono Industrial Can Salvatella), 08210 Barberà del Vallès (Barcelona), Spain, Spanish Tax Identification Code No. B-64542285, legally represented by its Chief Corporate Officer Cristina Cancho Descalzo with Span-ish National Identification Number 40.990.111-V, email cristina.cancho@dessdental.com, and hereinafter referred to as “Company” .
Certain identified information has been excluded from this exhibit (indicated by “[***]”) because it is both not material and is the type that the registrant treats as private or confidential. EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • Delaware
This Exclusive Distribution Agreement (“Agreement”) is effective as 20th September, 2021 (the “Effective Date”) by and between Keystone Dental Group Inc. (“Supplier”), with its principal place of business at 154 Middlesex Turnpike, Burlington, MA 01803, USA, and Total Core General Trading LLC, a company organized and existing under the laws of United Arab Emirates (UAE) with its principal place of business at Unit 807, Onyx Tower 1, The greens, Sheikh Zayed Road, Dubai, UAE, (“Distributor”)
MASTER SERVICES AGREEMENTMaster Services Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
This MASTER SERVICES AGREEMENT (“Agreement”) is made as of February , 2021 (the “Effective Date”) by and between GCL SYSTEMS, INC., a Utah corporation with offices located at 1172 West 700 North #210, Lindon, Utah 84042 (“GCL”), and KEYSTONE DENTAL, INC., a Delaware corporation with offices located at 154 Middlesex Turnpike, Burlington, Massachusetts 01803 (“KDG”). KDG and GCL shall each be referred to herein as a “Party”, and collectively as the “Parties”.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of August 31, 2021, by and among Keystone Dental Holdings, Inc., a Delaware corporation (“Holdings”), AGP SPV I, L.P., a Cayman Islands limited partnership (“Accelmed”), each of the Nantahala Holders (as defined below), the Migdal Holders (as defined below), each of the Osteon Holders (as defined below), Accelmed Growth Partners, L.P., a Delaware limited partnership (“AGP”, and collectively with Accelmed, the Nantahala Holders (as defined below), the Migdal Holders, AGP and each other Person that executes a Joinder Agreement, the “Stockholders”, and each a “Stockholder”).
PRIVATE LABEL SUPPLY AGREEMENTPrivate Label Supply Agreement • September 1st, 2023 • Capstone Dental Pubco, Inc. • Massachusetts
This Private Label Supply Agreement (this “Agreement”) is entered into as of March 25, 2019 (the “Effective Date”) by and between ACE Surgical Supply Co., Inc., a Massachusetts corporation located at 1034 Pearl Street, Brockton MA, 02301 (“ACE”) and Keystone Dental, Inc., with offices located at 154 Middlesex Turnpike, Burlington, MA 01803 USA (“KDI”) for the production, packaging and distribution of certain medical and health care supplies and other goods and services as set forth in the attachments to this Agreement, to be sold to healthcare professionals labeled under the Keystone Dental private label brand.
WAIVER AND AMENDMENT TO COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • Delaware
THIS WAIVER AND AMENDMENT TO THE COMMON STOCK PURCHASE AGREEMENT (this “Waiver and Amendment”) is made as of September 20, 2023, by and among Keystone Dental Holdings, Inc. (the “Company”), Accelmed Partners, L.P. (“Accelmed”), Nantahala Capital Management, LLC (“Nantahala”) and Migdal Insurance Company Ltd (“Migdal” and together with Accelmed and Nantahala, the “Required Holders”). Capitalized terms contained in this Waiver and Amendment, but not specifically defined in this Waiver and Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
DISTRIBUTION AGREEMENT BETWEEN:Distribution Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • Delaware
SPRINTRAY INC., a California corporation with offices located at 2705 Media Center Drive, Los Angeles, California 90065 (“SprintRay”), and KEYSTONE DENTAL, INC., a Delaware corporation with offices located at 154 Middlesex Turnpike, Burlington, Massachusetts 01803 (Distributor”).
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
This Distributorship Agreement (“Agreement”) is effective as of May 8th 2019 by and between Paltop Advanced Dental Solutions Ltd., a company organized and existing under the laws of Israel (“Manufacturer”), with its principal place of business at Hashita Str. 5, 30889 Industrial Park Caesarea, Israel and MANUFACTURERA DENTAL CONTINENTAL, S.A. DE C.V. MDC (“Distributor”), with its principal place of business at, Industria del Plastico 2113, Fracc. Industrial Zapopan Norte, 45130, Zapopan, Jalisco Mexico 00 (52) 33 38 33 03 33 ext. 213.
PROCESSING AND SUPPLY AGREEMENTProcessing and Supply Agreement • September 1st, 2023 • Capstone Dental Pubco, Inc. • New York
This Processing and Supply Agreement (“Agreement”) is made as of this 1st day of November, 2013 (“Effective Date”) between Keystone Dental, Inc., a Delaware corporation located at 144 Middlesex Turnpike, Burlington, MA 01803 (“Keystone”) and IsoTis Orthobiologics, Inc., a Washington corporation located at 2 Goodyear, Irvine, CA 92618 (“Isotis”)(Keystone and Isotis, each a “Party” and collectively, the “Parties”). Certain capitalized terms not defined elsewhere are defined in this Agreement in Section 1.
Certain identified information has been excluded from this exhibit (indicated by “[***]”) because it is both not material and is the type that the registrant treats as private or confidential. SUPPLY AGREEMENT BY AND BETWEENCapstone Dental Pubco, Inc. • October 5th, 2023 • Dental equipment & supplies
TERRATS MEDICAL S.L.U., a Spanish company duly incorporated and existing under the laws of Spain, with its registered office located at C/Mogoda No. 75-99 (Poligono Industrial Can Salvatella), 08210 Barberà del Vallès (Barcelona), Spain, Spanish Tax Identification Code No. B-64542285, legally represented by its Chief Corporate Officer Cristina Cancho Descalzo with Spanish National Identification Number 40.990.111-V, email cristina.cancho@dessdental.com, and hereinafter referred to as “Company” .
SUPPLY AGREEMENT BY AND BETWEENSupply Agreement • October 26th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
TERRATS MEDICAL S.L.U., a Spanish company duly incorporated and existing under the laws of Spain, with its registered office located at C/Mogoda No. 75-99 (Poligono Industrial Can Salvatella), 08210 Barberà del Vallès (Barcelona), Spain, Spanish Tax Identification Code No. B-64542285, legally represented by its Chief Corporate Officer Cristina Cancho Descalzo with Spanish National Identification Number 40.990.111-V, email cristina.cancho@dessdental.com, and hereinafter referred to as “Company” .
Page no. PARTICULARS OF LEASE 1 LEASE TERMS AND CONDITIONS 4Capstone Dental Pubco, Inc. • September 1st, 2023 • Victoria
In this Lease, unless the context requires otherwise, words and phrases described in the Particulars of Lease have the same meanings when used in this Lease, and other terms used in this Lease are defined below:
EXCLUSIVE DISTRIBUTORSHIP AGREEMENTDistribution Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
This Distributorship Agreement (“Agreement”) is effective as of 23, February 2012, by and between Paltop Advanced Dental Solutions Ltd., a company organized and existing under the laws of Israel (“Manufacturer”), with its principal place of business at Hashita Str. 5, 30889 Industrial Park Caesarea, Israel and P. PAGRATIS & Co. E.E., > Trade of dental products, > 13, Analipseos str, GR-152.35, VRILISSIA, Athens, GREECE, VAT nr.: EL-998684531, TAX dept. of Chalandri, a company organized and existing under the laws of Greece, with its principal place of business at Athens, (“Distributor”).
SERVICES AGREEMENT BY AND BETWEENServices Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
TERRATS MEDICAL S.L.U., a Spanish company duly incorporated and existing under the laws of Spain, with its registered office located at C/Mogoda No. 75-99 (Polígono Industrial Can Salvatella), 08210 Barberà del Vallès (Barcelona), Spain, Spanish Tax Identification Code No. B-64542285, legally represented by its Chief Corporate Officer Cristina Cancho Descalzo with Spanish National Identification Number 40.990.111-V, email cristina.cancho@dessdental.com, and hereinafter referred to as “Company”.
DISTRIBUTION AND MARKETING AGREEMENTDistribution and Marketing Agreement • September 1st, 2023 • Capstone Dental Pubco, Inc. • Texas
This Distribution and Marketing Agreement (the “Agreement”) is effective as of August 27, 2015, (“Effective Date”) by and between OSTEOGENICS BIOMEDICAL, INC., a Texas corporation, having an address at 4620 71st Street, Bldg. 78-79, Lubbock, Texas 79424, USA (hereinafter, “Supplier”), and KEYSTONE DENTAL, INC., having an address at 154 Middlesex Turnpike, Burlington, MA 01803 (hereinafter, “Distributor” and together with Supplier, the “parties”).
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
This Distributorship Agreement (“Agreement”) is effective as of September 20Th, 2019, by and between Paltop Advanced Dental Solutions Ltd., a company organized and existing under the laws of Israel (“Manufacturer”), with its principal place of business at Hashita Str. 5, 30889 Industrial Park Caesarea, Israel and Pharmaceutical Technology, SA, a Dominican Company organized under the laws of Dominican Republic. Calle Desiderio Valverde No.103, Zona Universitaria, Santo Domingo, D.N., Rep. Dom. Tel.: 809-620-8000; Fax: 809-682-1333 (“Distributor”), with its principal place of business at Dominican Republic.
Certain identified information has been excluded from this exhibit (indicated by “[***]”) because it is both not material and is the type that the registrant treats as private or confidential. DISTRIBUTORSHIP AGREEMENTAgreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
This Distributorship Agreement (“Agreement”) is effective as of January 28,2018, by and between Paltop Advanced Dental Solutions Ltd., a company organized and existing under the laws of Israel (“Manufacturer”), with its principal place of business at Hashita Str. 5, 30889 Industrial Park Caesarea, Israel and DSI Dental Surgi Import S.L and/or International Training in Oral Implantology and/or CIDESID Centro Internacional De Estudios Superiores E Investigacion Dental, Jointly and severally (“Distributor”), with its principal place of business at Calle Arquitectura 28,08908.Hospitalet de Llobregat Barcelona, Spain
STOCK OPTION AWARD AGREEMENT UNDER THE KEYSTONE DENTAL HOLDINGS, INC. According to the Capital Gains Tax Route of Section 102Stock Option Award Agreement • October 26th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies • Delaware
THIS STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made between KEYSTONE DENTAL HOLDINGS, INC., a Delaware corporation (the “Company”), and [__________] (the “Grantee”).
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • October 5th, 2023 • Capstone Dental Pubco, Inc. • Dental equipment & supplies
This Distributorship Agreement (“Agreement”) is effective as of January 1, 2023, by and between Paltop Advanced Dental Solutions Ltd., a company organized and existing under the laws of Israel (“Manufacturer”), with its principal place of business at Hashita Str. 5, 30889 Industrial Park Caesarea, Israel, By Mr. Erez Cohen serving as its General Manager. and independent entrepreneur Mr. Pevzner Michael (“Distributor”), born on [***] bearing passport of series [***] issued by the Passport and Visa Service of the Prikubansky district of Krasnodar city Home Affairs Department on [***] registered to have residence at [***], Independent entrepreneur Mr. Pevzner Michael
