Seller Uses in Contingent Upon Lender Requirements Clause

Contingent Upon Lender Requirements from Asset Purchase Agreement

THIS AGREEMENT (the "Agreement") made as of the 31st day of December, 2013 (the "Effective Date") by and between Sebring Dental of Arizona, LLC, an Arizona limited liability company and/or assigns (the "Buyer") and North Scottsdale Family Dentistry, PLLC, an Arizona professional limited liability company ("Seller"), Dr. Steven H. Poulos, an individual ("Poulos"), and Dr. Sid S. Stevens, an individual ("Stevens"). Seller, Poulos, and Stevens are collectively referred to herein as the "Seller Parties".

Contingent Upon Lender Requirements. This Agreement is contingent upont the Parties' delivery of the following: (i) evidence of termination, full satisfaction, and relase of the Seller lien items reflected in the UCC/Lien Search attached hereto as Exhibit D; and (ii) evidence of either the dismissal with prejudice of the malpractice lawsuit of Willis or evidence of continued coverage by the Seller's insurance provider.