Common use of Absence of Certain Changes or Events Clause in Contracts

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Schedule, since December 31, 2000, none of OrthAlliance or its Subsidiaries has: (a) operated other than in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,

Absence of Certain Changes or Events. Except Since May 31, 1996 and except as set forth disclosed in Section 4.12 the Star SEC Filings made through the date hereof, the business of Star and of each of the OrthAlliance Disclosure Schedule, since December 31, 2000, none of OrthAlliance or its Star Subsidiaries has: (a) operated other than has been conducted in the ordinary course course, and there has not been (i) any material adverse change in the condition (financial or otherwise), results of business consistent with past practiceoperations, business, working capital, assets, liabilities or prospects of Star and the Star Subsidiaries, taken as a whole; (bii) incurred, experienced any indebtedness incurred by Star or suffered any OrthAlliance Material Adverse EffectStar Subsidiary for money borrowed; (ciii) acquired or agreed to acquire any material assets, transaction or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect theretocommitment, except in the ordinary course of business and consistent with past practiceor as contemplated by this Agreement, entered into by Star or any of the Star Subsidiaries; (giv) incurred any damage, destruction or modified loss, whether covered by insurance or not, which, individually or in the aggregate, would have a Material Adverse Effect on Star; (v) any declaration, setting aside or payment of any dividend (whether in cash, securities or property) with respect to the Star Common Stock; (vi) any material indebtedness agreement to acquire any assets or stock or other liability, except interests of any third party; (vii) any increase in the ordinary course of businesscompensation payable or to become payable by Star or any Star Subsidiary to any employees, consistent with past practice; (h) assumedofficers, guaranteeddirectors or consultants or in any bonus, endorsed insurance, welfare, pension or otherwise become liable other employee benefit plan, payment or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) arrangement made any material loans, advances or capital contributions to, for or investments inwith any such employee, any other person officer, director or consultant (other than to its wholly-owned Subsidiaries or as provided in employment agreements, consulting agreements and welfare and benefit plans in existence as of the ordinary course of business date hereof, and except for increases consistent with past practice); (jviii) institutedany material revaluation by Star or any Star Subsidiary of any asset (including, settled or agreed to settlewithout limitation, any material litigation, action writing down of the value of inventory or proceeding before any court, arbitrator writing off of notes or governmental bodyaccounts receivable); (kix) made any tax election material change by Star in accounting principles or settled or compromised any tax liability, or made any methods except insofar as may be required by a change in any method of generally accepted accounting for taxes or accounting policy with respect to taxesprinciples; (lx) changed any mortgage or pledge of any of the accounting methods assets or policies used by it; (m) paid, discharged properties of Star or satisfied any Star Subsidiary or the subjection of any of the assets or properties of Star or any Star Subsidiary to any material claimsliens, liabilities charges, encumbrances, imperfections of title, security interest, options or obligations rights or claims of other with respect thereto; or (absolute, accrued, asserted xi) any assumption or unasserted, contingent guarantee by Star or otherwise), other than a Star Subsidiary of the payment,indebtedness of any person or entity.

Absence of Certain Changes or Events. Except Since December 31, 2007, except as set forth in Section 4.12 3.8 of the OrthAlliance Company Disclosure ScheduleSchedule or SEC Reports filed prior to the date hereof, neither the Company nor any of its subsidiaries has (i) suffered any Material Adverse Effect or any event, change or condition likely to cause or have any such Material Adverse Effect or (ii) conducted its business and operations other than in the ordinary course of business and consistent with past practices except, subsequent to the date hereof, as permitted by Section 5.1 hereof. (a) Without limiting the foregoing, since December 31, 20002007, none except as set forth in Section 3.8 of OrthAlliance the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has: (i) amended or otherwise changed its Subsidiaries has: certificate of incorporation or by-laws or any similar governing instruments; (aii) operated issued, delivered, sold, pledged, disposed of or encumbered any shares of capital stock, ownership interests or voting securities, or any options, warrants, convertible securities or other rights of any kind to acquire or receive any shares of capital stock, any other ownership interests or any voting securities (including but not limited to stock appreciation rights, phantom stock or similar instruments), of the Company or any of its subsidiaries (except for (A) the issuance of Common Shares upon the exercise of Options or in connection with other existing stock-based awards, in each case, in accordance with the terms of any Company Stock Option Plan, or (B) issuances in accordance with the Rights Plan); (iii) declared, set aside, made or paid any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for any dividend or distribution by a subsidiary of the Company to the Company or another wholly owned subsidiary of the Company); (iv) reclassified, combined, split, subdivided, redeemed, purchased or otherwise acquired any shares of capital stock of the Company (except for the acquisition of Common Shares tendered by optionees in connection with a cashless exercise of Options or in order to pay taxes in connection with the exercise of Options or the lapse of restrictions in respect of Restricted Shares pursuant to the terms of a Company Stock Option Plan), or reclassified, combined, split or subdivided any capital stock or other ownership interests of any of the Company’s subsidiaries; (v) made any acquisition of (whether by merger, consolidation or acquisition of stock or substantially all of the assets), or made any investment in any interest in, any corporation, partnership or other business organization or division thereof; (vi) sold or otherwise disposed of (whether by merger, consolidation or disposition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or otherwise sold or disposed of any assets, other than sales or dispositions in the ordinary course of business or pursuant to existing Contracts; (vii) other than in the ordinary course of business consistent with past practice; (b) incurred, experienced entered into or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire amended in any material assetsrespect or failed to renew any Contract; (viii) authorized any material new capital expenditures which are, in the aggregate, in excess of the Company’s capital expenditure budget set forth on Section 3.8 of the Company Disclosure Schedule; (ix) except for borrowings under the Company’s existing credit facilities, incurred or modified in any material respect in an manner adverse to the Company the terms of any indebtedness for borrowed money, or entered into assumed, guaranteed or endorsed, or otherwise as an accommodation became responsible for, the obligations of any OrthAlliance Service and Consulting Agreements person, or acquisition agreements made any loans, advances or capital contributions to any other person (or similar agreements) other than a subsidiary of the Company), in each case, other than in the ordinary course of business consistent with any orthodontistspast practice, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase pursuant to letters of credit or otherwise; (x) except to the extent required under any Employee Benefit Plan or as required by applicable law, (A) increased the compensation or fringe benefits of any of its directors, officers or employees (except in the ordinary course of businessbusiness with respect to employees who are not directors or officers), consistent (B) granted any severance or termination pay not provided for under any Employee Benefit Plan, (C) entered into any employment, consulting or severance agreement or arrangement with past practice; (d) transferredany of its present or former directors, leasedofficers or other employees, licensed, sold, mortgaged, pledged, disposed except for offers of or encumbered any assets, other than employment in the ordinary course of business and consistent with past practice; practice with employees who are not directors or officers, (eD) except in the ordinary course of businessestablished, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangementadopted, entered into or amended in any employment, consulting, change in controlmaterial respect or terminated any Employee Benefit Plan or (E) paid or become obligated to pay any bonus, severance or similar agreement with orother amounts to any officer or employee; (xi) made any change in any accounting principles, except as were appropriate to conform to changes in accordance with the existing written agreements, granted any severance, change in control statutory or termination pay to any officer, director, key employee, consultant, agent regulatory accounting rules or group of employees, generally accepted accounting principles or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims regulatory requirements with respect thereto, except ; (xii) other than in the ordinary course of business and consistent with past practice; or as required by applicable law, (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (iA) made any Tax election or change any method of accounting, (B) entered into any settlement or compromise of any Tax liability, (C) filed any amended Tax Return with respect to any Tax, (D) changed any annual Tax accounting period, (E) entered into any closing agreement relating to any material loansTax or (F) surrendered any right to claim a Tax refund; (xiii) settled or compromised any litigation, advances other than settlements or capital contributions tocompromises of litigation where the amount paid did not exceed $25,000 or, if greater, the total incurred cash reserve amount for such matter, maintained by the Company on the Company Balance Sheet at December 31, 2007; (xiv) waived any right of value material to the Company or investments inany subsidiary of the Company; (xv) adopted a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company or any subsidiary of the Company; (xvi) revalued any portion of its assets, properties or businesses including, without limitation, any other person (write-down of the value of any assets or any write-off of notes or accounts receivable, other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice; (xvii) materially changed any of its business policies or practices; (xviii) other than in the ordinary course of business consistent with past practice, entered into any Lease (as lessor or lessee); (j) institutedsold, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, abandoned or made any change other disposition of any of its assets, properties or businesses; granted or suffered any Lien on any of its assets, properties or businesses; or added or modified any debt on properties or assets; or (xix) failed to operate its business in any method of accounting for taxes or accounting policy the ordinary course, consistent with respect past practices; or (b) agreed to taxes; (l) changed take any of the accounting methods or policies used by it; (mactions described Section 3.8(a)(i) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwisethrough Section 3.8(a)(xix), other than the payment,.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 Schedule 3.8, since September 30, 2022, Company has conducted the Business in the ordinary course and there has not occurred any of the OrthAlliance Disclosure Schedule, since December 31, 2000, none of OrthAlliance or its Subsidiaries hasfollowing: (ai) operated any Material Adverse Effect; (ii) any amendments or changes in the Articles of Organization or Operating Agreement of Company; (iii) any damage to, destruction or loss of any material asset of Company (whether or not covered by insurance); (iv) any material change by Company in its accounting methods, principles or practices; (v) any material revaluation by Company of any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any sale of a material amount of property of Company, except in the ordinary course of business; (vii) any declaration, setting aside or payment of any dividend or distribution in respect of membership interest in Company or any redemption, purchase or other acquisition of any of Company’s securities (except as contemplated by this Agreement); (viii) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Company, in each case except in the ordinary course of business consistent with past practice or except as required by applicable law; (ix) any creation or assumption by Company of any Encumbrance on any material asset of Company, other than in the ordinary course of business, consistent with past practice; (x) any making of any loan, advance or capital contribution to or investment in any Person by Company, other than advances to employees to cover travel and other ordinary business-related expenses in the ordinary course of business consistent with past practice; (xi) any incurrence or assumption by Company of any indebtedness for borrowed money or any guarantee, endorsement or other incurrence or assumption of a material liability (whether directly, contingently or otherwise) by Company for the obligations of any other Person, in each case other than in the ordinary course of business consistent with past practice; or (bxii) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assetsmodification, amendment, assignment or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed termination of or encumbered relinquishment by Company of any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable rights under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,Material Contract.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of connection with this Agreement and the OrthAlliance Disclosure Scheduletransactions contemplated herein, since December 31June 30, 20002008, none of OrthAlliance or its Subsidiaries has: there has not been: (a) operated Any event, change or effect that individually or in the aggregate has had or would reasonably be expected to have a Company Material Adverse Effect; (b) Any direct or indirect declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of the Company Common Stock, or any direct or indirect repurchase, redemption or other acquisition by the Company of any shares of its stock (other than (i) pursuant to the Company’s previously announced stock repurchase program and (ii) the acceptance of shares of Company Common Stock in payment of the exercise price or withholding Taxes incurred by any holder in connection with the exercise of Company Options or the lapse of restrictions on Company Restricted Stock or the vesting of Company Restricted Stock Units); (c) Any (i) granting by the Company or any of its Subsidiaries to any director or executive officer of the Company of (A) any increase in compensation, bonus, insurance, pension or other benefits, (B) any increase in severance or termination pay or (C) any special bonus or remuneration, (ii) written employment contract executed or amended, or (iii) change in personnel policies, in each case except in the ordinary course of business consistent with past practice; (b, as required by any employment, severance or termination agreement in effect as of the date hereof or as otherwise contemplated by this Agreement or as disclosed in Section 3.14(d) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in of the ordinary course of business, consistent with past practice; Company Disclosure Letter; (d) transferredAny change by the Company in accounting principles, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered except for any assets, other than change resulting from a change in the ordinary course of business and consistent with past practiceGAAP; or (e) except in Any amendment to the ordinary course Certificate of business, consistent with past practice, adopted any new, Incorporation or amended or otherwise increased, or accelerated the payment or vesting Bylaws of the amounts payable Company or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits charter documents of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,Company Subsidiary.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 4.08 of the OrthAlliance Company Disclosure ScheduleSchedule or in the Company SEC Reports, since December 31, 20002002, none of OrthAlliance or the Company has conducted its Subsidiaries hasbusiness in the ordinary course and there has not occurred: (ai) operated any Company Material Adverse Effect; (ii) any amendments or changes in the certificate of incorporation or bylaws of the Company or any of its subsidiaries; (iii) any damage to, destruction or loss of any asset of the Company or any of its subsidiaries, (whether or not covered by insurance) that has had or is reasonably likely to have a Company Material Adverse Effect; (iv) any change by the Company in its accounting methods, principles or practices; (v) any material change to any Company Stock Option Plans or Company Employee Plans, including the establishment of any new plans or any amendment that extends the extension of coverage under any plan to new groups of employees or other Persons not previously covered; (vi) any restructuring or reorganization of the Company or any of its subsidiaries; (vii) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (viii) any revaluation of any of the Company's or any subsidiary's assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practicebusiness; (bix) incurredany sale, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assetspledge, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed disposition of or encumbered any assets, other than in the ordinary course encumbrance upon a material amount of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting property of the amounts payable Company or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect theretoits subsidiaries, except in the ordinary course of business and consistent with past practice; (gx) incurred or modified any material indebtedness Tax election inconsistent with past practices or the settlement or compromise of any material Tax liability; (xi) any declaration, issuance or payment of any dividend or other liabilitydistribution (whether in cash, except stock or property or any combination thereof) other than a dividend or distribution by a wholly-owned subsidiary to the Company; or (xii) the creation of any indebtedness for borrowed money or the issuance of any debt securities or the assumption, guarantee (other than guarantees of bank debt of a subsidiary entered into in the ordinary course of business) or endorsement or other accommodation whereby the Company or any of its subsidiaries became responsible for, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material the obligations of any other person, or the making of any loans or advances, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. (a) Except as otherwise set forth in Section 4.12 on Schedule 4.08 of the OrthAlliance Company Disclosure Schedule, since December 31June 30, 20002000 and prior to the date hereof, none there has not been (i) any event that could reasonably be expected to prevent or materially delay the performance of OrthAlliance Company's obligations pursuant to this Agreement and the consummation of the Merger by Company, (ii) any material change by Company in its accounting methods, principles or its Subsidiaries has: practices, (aiii) operated any declaration, setting aside or payment of any dividend or distribution in respect of the shares of Company Common Stock or Company Preferred Stock or any redemption, purchase or other than acquisition of any of Company's securities, (iv) except in the ordinary course of business consistent with past practice; (b) incurred, experienced any increase in the compensation or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assetsbenefits maintained by the Company, or entered into establishment of any OrthAlliance Service and Consulting Agreements new bonus, insurance, severance, change in control, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Company or any Company Subsidiary, (v) any issuance or sale of any stock, notes, bonds or other securities other than pursuant to the exercise of outstanding securities, or entering into any agreement with respect thereto, (vi) any amendment to the Company's Certificate of Incorporation or bylaws, (vii) other than in the ordinary course of business, any (x) purchase, sale, assignment or transfer of any material assets (it being understood that the purchase of a business or of any equity or other ownership interest in any entity shall not be deemed to occur in the ordinary course of business), (y) mortgage, pledge or the institution of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, except for liens for Taxes not yet delinquent and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Company Material Adverse Effect, or (z) waiver of any rights of material value or cancellation or any material debts or claims, or (viii) any entering into any transaction of a material nature other than in the ordinary course of business, consistent with past practice; practices. (db) transferredExcept as otherwise set forth on Schedule 4.08 of the Company Disclosure Schedule, leasedsince June 30, licensed2000, sold, mortgaged, pledged, disposed of or encumbered any assets, other than Company and the Company Subsidiaries have conducted their businesses only in the ordinary course of business and consistent with past practice; practice and, since such date, there has not been (ei) any Company Material Adverse Effect, (ii) any incurrence of any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Company or any Company Subsidiary, (iii) any incurrence of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business, consistent with past practice, adopted or (iv) any newimpairment, modification or event, or amended notice of any pending or otherwise increasedthreatened impairment, modification or event which could be reasonably expected to result in a loss, impairment, or accelerated the payment or vesting diminution in value on a going forward basis of the amounts payable Company's contractual and business relationships with any of the customers, vendors and suppliers, whose names are set forth on Schedule 4.24 of the Company Disclosure Schedule, other than any impairment modification or event which could not reasonably be expected to become payable under any existingresult in a loss of the Company's relationship with such customer, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement vendor or other employee benefit plan agreement supplier or arrangement, entered into any employment, consulting, a loss of a material amount of business or a material change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy profit margins with respect to taxes; (l) changed any of the accounting methods such customer, vendor or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,supplier.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 4.08 of the OrthAlliance Company Disclosure Schedule or in the Company SEC Reports or as contemplated by this Agreement, since the date of the Company Balance Sheet, the Company has conducted its business in the ordinary course and: (a) there have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, operations, obligations liabilities (fixed or contingent), or prospects of the Company which, individually or in the aggregate, have resulted (whether before or after the Effective Time) in a Material Adverse Effect on the Company; (b) the Company has not issued, or authorized for issuance, any equity security, bond, note, or other security, except for shares issued upon exercise of outstanding Options granted under the Company Stock Option Plans, which Options are listed in Section 4.03 of the Company Disclosure Schedule, or accelerated the vesting of any employee stock benefits (including vesting under stock purchase agreements or the exercisability of Options); (c) the Company has not granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of the Company, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights or otherwise, except for shares issued upon the exercise of Options; (d) the Company has not incurred any additional debt for borrowed money; (e) the Company has not paid or incurred any obligation or liability (fixed, contingent, or otherwise), or discharged or satisfied any lien or encumbrance, or settled any liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current liabilities included in the Company Balance Sheet and current liabilities incurred since December 31the date of the Company Balance Sheet in the ordinary course of business; (f) the Company has not declared, 2000set aside for payment, none or paid any dividend, payment, or other distribution on or with respect to any share of OrthAlliance its capital stock; (g) the Company has not purchased, redeemed, or otherwise acquired or committed itself to acquire, directly or indirectly, any shares of its Subsidiaries has: capital stock; (ah) operated other than the Company has not mortgaged, pledged, otherwise encumbered, or subjected to any "Liens" (as defined in Section 4.20) on any of its material assets or properties, tangible or intangible, nor has it committed itself to do any of the foregoing, except for Liens for current "Taxes" (as defined in Section 4.15(a)) which are not yet due and payable and purchase money Liens arising out of the purchase and sale of products or services made in the ordinary course of business consistent with past practice; (b"Permitted Liens"); (i) incurredthe Company has not disposed of, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire dispose of, any material assetsasset or property, tangible or intangible nor has the Company leased or licensed to others (including officers and directors of the Company), or agreed so to lease or license, any asset or property, except for the licensing of the Company's software to customers, distributors and resellers in the ordinary course of business; (j) the Company has not entered into any OrthAlliance Service material contract, or made any commitment to do the same except (i) for the licensing of the Company's software to customers, distributors and Consulting Agreements resellers in the ordinary course of business and (ii) for the provision of maintenance and/or consulting services to customers in the ordinary course of business; the Company has not made any expenditure or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by commitment for the purchase, mergeracquisition, stock purchase construction, or otherwiseimprovement of a capital asset; and the Company has not waived any right of substantial value or cancelled any material debts or claims or voluntarily suffered any extraordinary losses; (k) the Company has not sold, assigned, transferred, or conveyed, or committed itself to sell, assign, transfer or convey, any Company Intellectual Property, except for the licensing of software to customers, distributors, and resellers in the ordinary course of business, consistent and the Company has not entered into any product development, technology or product sharing, or similar strategic arrangement with past practiceany other party; (l) the Company has not effected or agreed to effect any employee profit sharing, stock option, stock purchase, pension, bonus, incentive, retirement, medical reimbursement, life insurance, deferred compensation or any other employee benefit plan or arrangement with any amendment or supplement thereto; (d) transferredthe Company has not paid or committed itself to pay to or for the benefit of any of its directors, leasedofficers, licensedemployees, sold, mortgaged, pledged, disposed consultants or stockholders any compensation of or encumbered any assets, kind other than wages, salaries, and benefits at times and rates in effect prior to the date of the Company Balance Sheet (other than regularly scheduled increases for non-officer employees in the ordinary course of business business); and consistent the Company has not effected or agreed to effect any change, including by way of hiring or involuntary termination, in the employment or engagement terms of any of its directors, executive officers, or key employees; (m) the Company has not effected nor committed itself to effect any amendment or modification to its Certificate of Incorporation or Bylaws; (n) the Company has not changed in any way its accounting methods or practices (including any change in depreciation or amortization policies or rates, any changes in policies in making or reversing accruals, or any change in capitalization of software development costs); (o) the Company has not made any loan to any person or entity, and the Company has not guaranteed the payment of any loan or debt of any person or entity, except for (i) travel advances made to employees in connection with past practice; (e) except their employment duties in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; and (fii) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) accounts receivable incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; ; (hp) assumed, guaranteed, endorsed the Company has not changed in any material respect the prices or otherwise become liable royalties set or responsible charged by the Company; (whether directly, contingently or otherwiseq) for material obligations the Company has not negotiated nor agreed to do any of any other person, except the things described in the ordinary course of business and consistent with past practice; preceding clauses (ia) made any material loans, advances or capital contributions to, or investments in, any other person through (p) other than to negotiations with Parent and its wholly-owned Subsidiaries or in representatives regarding the ordinary course of business consistent with past practice)transactions contemplated by this Agreement; and (jr) instituted, settled or agreed to settle, there has not occurred any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy Material Adverse Change with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,Company.

Absence of Certain Changes or Events. Except Since June 30, 2021, except as set forth disclosed in Section 4.12 of the OrthAlliance Disclosure ScheduleCompany Unaudited Financial Statements, since December 31, 2000, none of OrthAlliance or its Subsidiaries has: (a) operated other than there has not been any change or development in the ordinary course business, operations, assets, liabilities, condition (financial or otherwise), results of business consistent operations, cash flows or properties of Company or any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with past practicerespect to Company or Company Bank; (b) incurredexcept as otherwise expressly contemplated by this Agreement, experienced or suffered any OrthAlliance Material Adverse EffectCompany and each of its Subsidiaries has conducted its business in all material respects in the Ordinary Course of Business; and (c) acquired or agreed to acquire there has not been (i) any material assetschange by Company or any of its Subsidiaries in its accounting methods, principles or entered into practices, other than changes required by applicable Law or GAAP or regulatory accounting as concurred by Company’s independent accountants, (ii) any OrthAlliance Service and Consulting Agreements declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of Company or any of its Subsidiaries or any redemption, purchase or other acquisition agreements of any of its securities; (iii) (1) any increase in or similar agreements) with establishment of any orthodontistsbonus, dentists insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, restricted stock awards, restricted stock unit awards or professional entities, either directly or indirectly, by purchase, mergerdeferred stock unit awards), stock purchase or otherwiseother arrangement that would be a Company Benefit Plan, except or any other increase in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts compensation payable or to become payable under to any existingdirectors, bonusofficers or employees of Company or any of its Subsidiaries (other than in the Ordinary Course of Business), incentive compensationor (2) any grant of change-in-control, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in controlretention, severance or similar agreement with ortermination pay, except in accordance with the existing written agreementsor any contract or arrangement entered into to make or grant any change-in-control, granted any severanceretention, change in control severance or termination pay to pay, (3) any officer, director, key employee, consultant, agent or group payment of employeesany bonus, or increased (4) the taking of any action not in the Ordinary Course of Business with respect to the compensation or benefits employment of directors, officers or employees of Company or any of its Subsidiaries; (iv) any material election or material changes in existing elections made by Company or any of its Subsidiaries for federal or state Tax purposes; (v) any material change in the credit policies or procedures of Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any material respect; (vi) any material acquisition or disposition of any officerassets or properties, directoror any contract for any such acquisition or disposition entered into other than investment securities of Company or Company Bank, key employeeor loans and loan commitments purchased, consultantsold, agent made or group entered into in the Ordinary Course of employeesBusiness; (fvii) modified, amended, canceled any lease of real or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)personal property entered into, other than the payment,in connection with foreclosed property; or (viii) any issuance of capital stock or Rights to acquire capital stock of Company or any of its Subsidiaries.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 Since the date of the OrthAlliance Disclosure Schedulelast filed Seller SEC Report, since December 31there has not been: (i) any Material Adverse Effect on the Company or any of its subsidiaries, 2000(ii) any declaration, none setting aside or payment of OrthAlliance any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its subsidiaries’ capital stock, or any purchase, redemption or other acquisition by Seller or the Company of any of the Company’s capital stock or any other securities of the Company or its Subsidiaries has: subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities, (aiii) operated other than any split, combination or reclassification of any of the Company’s or any of its subsidiaries’ capital stock, (iv) any granting by the Company or any of its subsidiaries of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements payment by the Company or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseof its subsidiaries of any bonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes granting by the Company or accounting policy with respect to taxes; (l) changed any of its subsidiaries of any increase in severance or termination pay or any entry by the accounting methods Company or policies used by it; (m) paidany of its subsidiaries into any currently effective employment, discharged severance, termination or satisfied indemnification agreement or any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, agreement the benefits of which are contingent or otherwise)the terms of which are materially altered upon the occurrence of a transaction involving Seller of the nature contemplated hereby, (v) entry by the Company or any of its subsidiaries into any sale, licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 4.18 hereof) or other property thereof, other than licenses in the payment,ordinary course of business consistent with past practice, and other than any licenses disclosed on Section 4.18(j) of the Seller Disclosure Letter, (vi) any material change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, (vii) any revaluation by the Company or any of its subsidiaries of any of its or their assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable, or (viii) any sale of assets of the Company or its subsidiaries other than in the ordinary course of business.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Scheduleotherwise contemplated by this Agreement, since December 31, 20002007, none of OrthAlliance or the Company and its Subsidiaries hashave conducted their business in the ordinary course, and there has not occurred: (a) operated other than any event or change that has had or would reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries; (b) any material damage or destruction to, or loss of, any material assets or property owned, leased or used by the Company or its Subsidiaries (whether or not covered by insurance); (c) any sale of property of the Company or its Subsidiaries except in the ordinary course of business; (d) except in the ordinary course of business consistent with past practice, any increase in compensation payable by the Company or its Subsidiaries to any director or executive officer of the Company or its Subsidiaries; (be) incurred, experienced a settlement or suffered agreement by the Company or its Subsidiaries to settle any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, action except in the ordinary course of business, consistent with past practice; (df) transferred, leased, licensed, sold, mortgaged, pledged, disposed a declaration or payment of any dividend by the Company or encumbered its Subsidiaries on any assets, shares of its capital stock (other than in any dividend between or among the ordinary course of business Company and consistent with past practiceits Subsidiaries); (eg) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered entrance into any employmentreinsurance or retrocessional agreement, consulting, change in control, severance either as a ceding company or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employeesreinsurer; (fh) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practiceany change in material underwriting, reinsurance, marketing, pricing or claim processing procedures or practices of the Company or any Subsidiaries; or (i) any agreement by the Company or any of the Subsidiaries to do any of the matters set forth in clauses (a) through (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,above.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Scheduleon Schedule 3.7 hereto, since December 31, 20002004, none of OrthAlliance or the Company has carried on its Subsidiaries has: (a) operated other than business in all material respects in the ordinary course of business and consistent with past practice; . Except as set forth on Schedule 3.7 or as set forth or reserved against in the Balance Sheet, since December 31, 2004, the Company has not: (bi) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire incurred any material assetsobligation or liability (whether absolute, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontistsaccrued, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase contingent or otherwise, ) except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (eii) experienced any Company Material Adverse Effect; (iii) made any change in accounting principle or practice or in its method of applying any such principle or practice, (iv) suffered any material damage, destruction or loss, whether or not covered by insurance, affecting its properties, assets or business; (v) mortgaged, pledged or subjected to any lien, charge or other encumbrance, or granted to third parties any rights in, any of its properties or assets, tangible or intangible; (vi) sold or transferred any of its assets, except in the ordinary course of business, and consistent with past practice, adopted or canceled or compromised any newdebts or waived any claims or rights of a material nature; (vii) issued any additional Company securities, other equity securities, partnership interests or similar equity interests, or any rights, options or warrants to purchase, or securities convertible into or exchangeable for, Company securities; (viii) declared or paid any dividends on or made any distributions (however characterized) in respect of Company securities; (ix) repurchased or redeemed any Company securities; (x) terminated, amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement waived with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay respect to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation ofmaterial contract, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect theretoright, except in the ordinary course of business and consistent with past practice; (gxi) incurred granted any general or modified specific increase in the compensation payable or to become payable to any material indebtedness of its Employees (as that term is hereinafter defined) or any bonus or service award or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions tolike benefit, or investments ininstituted, increased, augmented or improved any other person Benefit Plan (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practiceas that term is hereinafter defined); or (jxii) instituted, settled or agreed entered into any agreement to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Schedule, since Since December 31, 20002002, none each of OrthAlliance or the Company and the Company Subsidiaries has conducted its Subsidiaries has: (a) operated other than business only in the ordinary course of business and in a manner consistent with past practice; practice and, since such date, there has not been any: (a) Company Material Adverse Effect; (b) incurred, experienced amendment or suffered any OrthAlliance Material Adverse Effect; other change to the Certificate of Incorporation or Bylaws or equivalent organizational documents of the Company or any Company Subsidiary; (c) acquired sale, pledge, lease, license, disposition, grant, encumbrance, or agreed to acquire authorization for any sale, pledge, lease, license, disposition, grant or encumbrance, of any material assetsassets of the Company or any Company Subsidiary, including, without limitation, any Intellectual Property (as defined below) of the Company or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseCompany Subsidiary, except in the ordinary course of business, business and in a manner consistent with past practice; ; (d) transferredauthorization, leaseddeclaration, licensedset aside, solddividend payment or other distribution, mortgagedpayable in cash, pledgedstock, disposed property or otherwise, with respect to any of the capital stock of the Company or encumbered any Company Subsidiary; (e) reclassification, combination, split, subdivision or redemption, purchase or other acquisition, directly or indirectly, of any of the capital stock of the Company or any Company Subsidiary; (f) acquisition (including, without limitation, by merger, consolidation, or acquisition of stock or assets) of any interest in any corporation, partnership, other business organization or any division thereof or any assets, other than acquisitions of assets for consideration which is not, in the aggregate, in excess of $2,000,000; (g) incurrence of any indebtedness for borrowed money or issuance of any debt securities or assumption, guarantee or endorsement of the obligations of any person, or any loans or advances made, except for (i) indebtedness incurred in the ordinary course of business and consistent with past practicepractice and (ii) other indebtedness with a maturity of not more than one year in a principal amount not, in the case of both (i) and (ii) in the aggregate, in excess of $1,000,000; (h) waiver of any stock repurchase rights, acceleration, amendment or change in the period of exercisability of options or restricted stock, or the repricing of options granted under the Company Stock Option Plans or authorization of cash payments in exchange for any options granted under any such plans; (i) increase in, or agreement to increase, the compensation (including base salary, target bonus and other compensation) payable or to become payable to its officers or employees, except for increases in accordance with past practices, or the grant of any rights to severance or termination pay to, or the entering into of any employment, consulting, termination, indemnification or severance agreement with, any director, officer or other employee of the Company or any Company Subsidiary, or the establishment, adoption, entering into or amendment of any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee; provided, however, that the foregoing provisions of this subsection shall not apply to any amendments to employee benefits plans described in section 3(3) of the Employee Retirement Security Act of 1974, as amended (e“ERISA”) that may be required by law; (j) action to make or change any material Tax (as defined in Section 3.16 below) or material accounting election, change any annual accounting period, adopt or change any accounting method (other than as required by GAAP), file any amended Tax Return (as defined in Section 3.16 below) which amends the Tax Return in any material respect, enter into any closing agreement, settle any material Tax claim or assessment relating to the Company or any Company Subsidiary, surrender any right to claim a material refund of Taxes, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or any Company Subsidiary, or take any other action or omit to take any action that would have the effect of increasing the Tax liability, in any material respect, of the Company or any Company Subsidiary or Parent; (k) action taken, other than as required by GAAP or by the SEC, with respect to accounting principles or procedures, including, without limitation, any revaluation of assets; (l) acceleration (or grant of any right to acceleration, whether or not contingent), amendment or change in the period of exercisability or the vesting schedule of restricted stock or options granted under any option plan, employee stock plan or agreements or authorization of cash payments in exchange for any Company Stock Options granted under any of such plans, except as specifically required by the terms of such plans or any such agreements or any related agreements in effect as of the date of this Agreement and disclosed in the Company Disclosure Letter; (m) (i) sale, assignment, lease, termination, abandonment, transfer, authorization to encumber or to otherwise dispose of or grant of any security interest in and to any item of the Company Intellectual Property, in whole or in part, (ii) grant of any license with respect to any Company Intellectual Property, other than license of Company software to customers of the Company or any Company Subsidiary to whom the Company or any Company Subsidiary licenses such Company software in the ordinary course of business, consistent (iii) development, creation or invention of any Intellectual Property jointly with past practice, adopted any newthird party, or amended or otherwise increased(iv) disclosure, or accelerated the payment authorization for disclosure, of any confidential Company Intellectual Property, unless such Company Intellectual Property is subject to a confidentiality or vesting of the amounts payable or to become payable under non-disclosure covenant protecting against disclosure thereof; or (n) any existingauthorization, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into commitment by the Company or any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay Company Subsidiary to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,things described in this Section 3.09.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 3.09 of the OrthAlliance Company Disclosure ScheduleSchedule or as contemplated by this Agreement, since December 31, 20002004, none the Company and its subsidiaries have conducted their businesses only in the ordinary course of OrthAlliance or its Subsidiaries has: business and in a manner consistent with past practice and there has not been: (a) operated any material change in any method of accounting or accounting practice by the Company or any of its subsidiaries, except for any such change required by reason of a concurrent change in United States generally accepted accounting principles; (b) any declaration, setting aside or payment of any dividend (whether in cash, stock or other than property) or other distribution in respect of the Company’s securities or any redemption, purchase or other acquisition of any of the Company’s securities; (c) any issuance or the authorization of any issuance of any securities in respect of, in lieu of or in substitution for shares of the Company’s capital stock; (d) any amendment of any material term of any outstanding security of the Company or any of its subsidiaries except as required under Section 3.19 hereof; (e) any issuance by the Company or any of its subsidiaries of any notes, bonds or other debt securities or any capital stock or other equity securities or any securities convertible, exchangeable or exercisable into any capital stock or other equity securities, except for (i) the granting of Options and (ii) the issuance of any Common Shares pursuant to the exercise of any Options; (f) any incurrence, assumption or guarantee by the Company or any of its subsidiaries of any indebtedness for borrowed money; (g) except for Permitted Liens (as defined in Section 3.25), any creation or assumption by the Company or any of its subsidiaries of any Lien on any material assets; (h) except for loans or advances to employees for reimbursable business expenses and travel advances incurred in the ordinary course of business consistent with past practice; , any making of any loan, advance or capital contributions to or investment in any entity or person, other than loans, advances or capital contributions to or investments in wholly owned subsidiaries; (bi) incurredany entry into any definitive agreement related to the acquisition or disposition of any business or any material assets; (j) any effect, experienced event or suffered any OrthAlliance change that has had or is reasonably likely to have a Company Material Adverse Effect; ; (ck) acquired or agreed to acquire any material assetsincrease in the benefits under, or entered into the establishment, material amendment or termination of, any OrthAlliance Service and Consulting Agreements Benefit Plan (as defined in Section 3.13(b)) covering current or acquisition agreements (former employees, officers or similar agreements) with directors of the Company or any orthodontistsof its subsidiaries, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except any material increase in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts compensation payable or to become payable under to or any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement other material change in the employment terms for any directors or officers of the Company or any of its subsidiaries or any other employee benefit plan agreement earning noncontingent cash compensation in excess of $100,000 per year; (l) any entry by the Company or arrangement, entered any of its subsidiaries into any employment, consulting, change in controlseverance, severance termination, change-of-control or similar indemnification agreement with or, except in accordance with the existing written agreements, granted any severance, change in control director or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice officer of the termination Company or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts of its subsidiaries or receivables, entry into any such agreement with any person for a noncontingent cash amount in excess of $100,000 per year or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in outside the ordinary course of business, consistent with past practice; or (hm) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions toauthorization of, or investments inagreement by the Company or any of its subsidiaries to take, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used actions described in this Section 3.09, except as expressly contemplated by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,this Agreement.

Absence of Certain Changes or Events. Except as set forth Since August 31, 1996, there has not been any material adverse change in Section 4.12 the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the OrthAlliance Disclosure ScheduleCompany, since December 31nor, 2000except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, none of OrthAlliance destruction or its Subsidiaries has: loss (awhether or not covered by insurance) operated other than alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholders' ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholders or any of its officers, directors, employees, consultants or agents, except for ordinary course of business consistent and customary bonuses and salary increases for employees in accordance with past practice; ; (bv) incurredany work interruptions, experienced labor grievances or suffered claims filed, or any OrthAlliance Material Adverse Effect; proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (cvi) acquired any sale or agreed transfer, or any agreement to acquire sell or transfer, any material assets, properties or entered into rights of the Company to any OrthAlliance Service person, including, without limitation, the Stockholders and Consulting Agreements their affiliates; (vii) any cancellation, or acquisition agreements agreement to cancel, any indebtedness or other obligation owing to the Company; (or similar agreementsviii) with any orthodontistsincrease in the Company's indebtedness, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except other than accounts payable incurred in the ordinary course of business; (ix) any plan, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of or encumbered any the assets, other than in property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of business and consistent with past practicethe Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (exiii) except in any transaction by the Company outside the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except Since December 31, 2003, except as contemplated by this Agreement or any other Transaction Agreement or as disclosed in any Company SEC Report or set forth in Section 4.12 of Schedule 3.09, the OrthAlliance Disclosure Schedule, since December 31, 2000, none of OrthAlliance or its Company and the Subsidiaries has: have conducted their businesses in the Ordinary Course and there has not been (a) operated any event or events having, or reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (b) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired any entry by the Company or agreed to acquire any material assets, or entered Subsidiary into any OrthAlliance Service and Consulting Agreements commitment or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, transaction except in the ordinary course of business and consistent with past practice; , (d) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (e) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (f) except insofar as may have been disclosed in the SEC Filings or required by a change in GAAP, any change in accounting methods, principles or practices, (g) incurred any making or modified revocation of any material indebtedness Tax elections or other liabilityany settlement or compromises of any material federal, except state, foreign or local Tax liability or any waivers or extensions of the statute of limitations in the ordinary course respect of businesssuch Taxes, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations any making of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any Person or payment of any fees or expenses to any of the Company's shareholders or any Affiliate of any of such shareholders; (i) any mortgage or pledge of any Lien of any of its assets, or acquisition of any assets or sale, assignment, transfer, conveyance, lease or other person (other than to its wholly-owned Subsidiaries disposition of any assets of the Company or any Subsidiary, except for assets acquired or sold, assigned, transferred, conveyed, leased or otherwise disposed of in the ordinary course of business consistent with past practice); business, (j) institutedany discharge or satisfaction of any Lien, settled or agreed payment of any obligation or liability (fixed or contingent), except in the Ordinary Course and which, in the aggregate, would not be material to settle, any material litigation, action or proceeding before any court, arbitrator or governmental bodythe Company and its Subsidiaries taken as a whole; (k) made any tax election cancellation or settled compromises of any debt or compromised claim or amendment, cancellation, termination relinquishment, waiver or release of any tax liabilitycontract or right except in the Ordinary Course and which, or made any change in any method of accounting for taxes or accounting policy with respect the aggregate, would not be material to taxesthe Company and its Subsidiaries taken as a whole; (l) changed any material delay in making any capital expenditure for an approved capital project as set forth in the Company's budget in excess of $25,000 individually or $100,000 in the accounting methods aggregate, or policies used by itthe making or commitment to make any capital expenditures or capital additions or betterments in excess of $100,000 individually or $250,000 in the aggregate; (m) paid, discharged any incurrence of any indebtedness for borrowed money in an amount in excess of $25,000 in the aggregate; (n) any grant of any license or satisfied sublicense of any material claims, liabilities rights under or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)with respect to any Intellectual Property, other than pursuant to customer contracts entered into in the payment,Ordinary Course; (o) any institution or settlement of any material Legal Proceeding; (p) other than pursuant to the contracts referred to in Section 3.11, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except for salary increases and benefit accruals in the Ordinary Course, or (q) any agreement to do anything set forth in this Section 3.09.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as set forth permitted by Section 4.1(a), since June 30, 1999, CAX and its Subsidiaries have conducted their business only in the ordinary course, and there has not been (i) any Material Adverse Change, or any development which may result in a Material Adverse Change, in CAX, including, but not limited to, any Material Adverse Change arising from or relating to fraudulent or unauthorized activity, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of CAX's capital stock, other than regular quarterly cash dividends on CAX Common Stock and any dividends which may be required under the Code to maintain CAX's status as a REIT (as defined in Section 4.12 3.2(g)), (iii) any split, combination or reclassification of any of CAX's capital stock or any issuance or the OrthAlliance Disclosure Scheduleauthorization of any issuance of any other securities in respect of, since December 31in lieu of or in substitution for shares of CAX's capital stock, 2000except for issuances of CAX Common Stock upon the exercise of CAX Stock Options awarded prior to the date of this Agreement in accordance with their present terms, none (iv) (A) except pursuant to agreements in effect on such date, any granting by CAX or any of OrthAlliance its Subsidiaries to any current or former director, officer or other employee of CAX or its Subsidiaries has: (a) operated other than in the ordinary course of business consistent with past practice; (b) incurred, experienced any CAX Stock Options or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assetsincrease in compensation, bonus or other benefits, (B) any granting by CAX or any of its Subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay, or entered into (C) any OrthAlliance Service and Consulting Agreements entry by CAX or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any newits Subsidiaries into, or amended or otherwise increasedany amendment of, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensationemployment, deferred compensation, consulting, severance, profit sharingtermination or indemnification agreement with any such current or former director, stock optionexecutive officer or employee, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, (v) except insofar as may have been required by a change in controlGAAP or law or regulation, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, material change in control accounting methods, principles or termination pay to practices by CAX affecting its assets, liabilities or business, (vi) any officer, director, key employee, consultant, agent material tax election by CAX or group any of employeesits Subsidiaries or any settlement or compromise of any material income tax liability by CAX or any of its Subsidiaries, or increased the compensation (vii) any new capital commitment or benefits increase in existing capital commitments, in excess of any officer$1,000,000, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries individually or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,aggregate.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of Since the OrthAlliance Disclosure Schedule, since December 31, 2000, none of OrthAlliance or its Subsidiaries has: Balance Sheet Date ------------------------------------ there has not occurred: (a) operated any change in the condition (financial or otherwise), properties, assets, liabilities, businesses, operations or results of operations of the Company, taken separately or as a whole, that could reasonably constitute a Material Adverse Effect; (b) any amendments or changes in the certificate of incorporation or bylaws of the Company; (c) any damage, destruction or loss, whether covered by insurance or not, that could reasonably constitute a Material Adverse Effect; (d) any redemption, repurchase or other acquisition of shares of the Common Stock by the Company, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the Common Stock; (e) any material increase in or modification of the compensation or benefits payable or to become payable by the Company to any of its directors or employees, except in the ordinary course of business consistent with past practice; (f) any material increase in or modification of any bonus, pension, insurance or other benefit (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its employees or consultants, other than in the ordinary course of business consistent with past practice; ; (bg) incurred, experienced any acquisition or suffered any OrthAlliance Material Adverse Effect; (c) acquired sale of a material amount of property or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in assets of the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assetsCompany, other than in the ordinary course of business and consistent with past practicepractices; (h) any alteration in any term of any outstanding security of the Company; (i) any (A) incurrence, assumption or guarantee by the Company of any debt for borrowed money; (eB) except issuance or sale of any securities convertible into or exchangeable for debt securities of the Company; or (C) issuance or sale of options or other rights to acquire from the Company, directly or indirectly, debt securities of the Company or any securities convertible into or exchangeable for any such debt securities; (j) any creation or assumption by the Company of any mortgage, pledge, security interest or lien or other encumbrance on any asset; (k) any making of any loan, advance or capital contribution to or investment in any person other than (i) travel loans or advances made in the ordinary course of business of the Company, (ii) other loans and advances in an aggregate amount which does not exceed $25,000 outstanding at any time and (iii) purchases on the open market of liquid, publicly traded securities; (l) any entering into, amendment of, relinquishment, termination or non-renewal by the Company of any contract, lease transaction, commitment or other right or obligation other than in the ordinary course of business, consistent with past practice, adopted any new, except as expressly contemplated in this Agreement or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except agreement to be executed in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; connection herewith; (m) paid, discharged any transfer or satisfied any material claims, liabilities or obligations grant of a right under the IP Rights (absolute, accrued, asserted or unasserted, contingent or otherwiseas defined in Section 2.14), other than those transferred or granted in the payment,ordinary ------------ course of business; (n) any labor dispute or charge of unfair labor practice (other than routine individual grievances), any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any campaign being conducted to solicit authorization from employees to be represented by the labor union; or (o) any agreement or arrangement made by the Company to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Agreement untrue or incorrect unless otherwise disclosed.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Scheduleon Schedule 2.7 hereto, since December 31, 20002004, none of OrthAlliance the Company has carried on its Business in all material respects in the ordinary course and consistent with past practice. Except as set forth on Schedule 2.7 or its Subsidiaries hasas set forth or reserved against in the Balance Sheet, since December 31, 2004, the Company has not: (ai) operated other than incurred any material obligation or liability (whether absolute, accrued, contingent or otherwise) except in the ordinary course of business Business and consistent with past practice; (bii) incurred, experienced or suffered any OrthAlliance Company Material Adverse Effect; (ciii) acquired made any change in accounting principle or agreed to acquire practice or in its method of applying any such principle or practice, (iv) suffered any material damage, destruction or loss, whether or not covered by insurance, affecting its properties, assets or Business; (v) mortgaged, pledged or subjected to any lien, charge or other encumbrance, or granted to third parties any rights in, any of its properties or assets, tangible or entered into intangible; (vi) sold or transferred any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseof its assets, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice, or canceled or compromised any debts or waived any claims or rights of a material nature; (evii) except in the ordinary course of businessissued any additional Company securities, consistent with past practiceother equity securities, adopted any newpartnership interests or similar equity interests, or any rights, options or warrants to purchase, or securities convertible into or exchangeable for, Company securities; (viii) declared or paid any dividends on or made any distributions (however characterized) in respect of Company securities; (ix) repurchased or redeemed any Company securities; (x) terminated, amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement waived with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay respect to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation ofmaterial contract, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect theretoright, except in the ordinary course of business and consistent with past practice; (gxi) incurred granted any general or modified specific increase in the compensation payable or to become payable to any material indebtedness of its Employees (as that term is hereinafter defined) or any bonus or service award or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions tolike benefit, or investments ininstituted, increased, augmented or improved any other person Benefit Plan (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practiceas that term is hereinafter defined); or (jxii) instituted, settled or agreed entered into any agreement to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Schedule, since Since December 31, 20001996, none except as contemplated by this Agreement, disclosed in the SEC Reports filed and publicly available prior to the date of OrthAlliance or this Agreement, the Company and its Subsidiaries hassubsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been: (ai) operated any changes in the financial condition, results of operations, assets, business or operations of the Company or any of its subsidiaries having or reasonably likely to have a Material Adverse Effect; (ii) any condition, event or occurrence which, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect; (iii) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its subsidiaries which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect; (iv) any change by the Company in its accounting methods, principles or practices; (v) any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any entry by the Company or any of its subsidiaries into any commitment or transactions material to the Company and its subsidiaries taken as a whole (other than commitments or transactions entered into in the ordinary course of business); (vii) any declaration, setting aside or payment of any dividends or distributions in respect of the Shares other than the regular quarterly dividend in the amount of $.20 per share; or (viii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company or any of its subsidiaries, except for increases in base compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consultingconsulting or severance agreement or arrangement entered into with any such present or former directors, change in control, severance officers or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of Schedule 2.9 hereto or in the OrthAlliance Disclosure ScheduleUnaudited Financial Statements, or as otherwise provided in this Agreement, since December 31November 30, 20002007, none of OrthAlliance or its Subsidiaries hasthere has not been: (a) operated any Material Adverse Effect on the Company or its Subsidiary, (b) any declaration, setting aside or payment of any dividend on, or other than distribution (whether in cash or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements payment by the Company or acquisition agreements (or similar agreements) with its Subsidiary of any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisebonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (je) institutedentry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, settled or agreed to settle, (f) any material litigationchange by the Company or its Subsidiary in its accounting methods, action principles or proceeding before any courtpractices, arbitrator or governmental body; (kg) made any tax election or settled or compromised any tax liability, or made any change in the auditors of the Company or its Subsidiary, (h) any method issuance of accounting for taxes capital stock of the Company or accounting policy with respect its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except Since February 28, 2001, except as contemplated by this Agreement, the Company has conducted its business only in the ordinary course and in manners consistent with past practice and, since February 28, 2001, except as set forth in Section 4.12 4.23 of the OrthAlliance Company Disclosure Schedule, since December 31, 2000, none of OrthAlliance or its Subsidiaries has: there has not been (a) operated either individually or in the aggregate, any Material Adverse Effect, (b) any material damage, destruction or loss with respect to any property or asset of the Company, (c) any change by the Company in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Company's independent accountants, (d) any revaluation by the Company of any asset, including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable, other than in the ordinary course of business consistent with past practice; , (be) incurredany entry by the Company into any contract or commitment of more than $100,000, experienced (f) any declaration, setting aside or suffered payment of any OrthAlliance Material Adverse Effect; dividend or distribution in respect of any Equity Interest of the Company or any redemption, purchase or other acquisition of any of its securities, (cg) acquired any increase in or agreed to acquire establishment of any material assetsinsurance, severance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, except in or the ordinary course taking of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than material action not in the ordinary course of business and consistent with past practice; respect to the compensation or employment of directors, officers or employees of the Company, (eh) except in any strike, work stoppage, slowdown or other labor disturbance, (i) any material election made by the ordinary course Company for federal or state income tax purposes, (j) any material liability or obligation of businessany nature (whether accrued, consistent with past practiceabsolute, adopted any new, or amended contingent or otherwise increased, or accelerated the payment or vesting of the amounts payable and whether due or to become payable due), including without limiting the generality of the foregoing, liabilities as guarantor under any existingguarantees or liabilities for taxes, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election forgiveness or settled cancellation of any material indebtedness or compromised any tax liabilitymaterial contractual obligation, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any mortgage, pledge, lien or lease of any assets, tangible or intangible, of the accounting methods or policies used by it; Company with a value in excess of $25,000 in the aggregate, (m) paidany acquisition or disposition of any assets or properties (not including inventory acquired or disposed of in the ordinary course of business consistent with past practice) having a value in excess of $100,000, discharged or satisfied any material claimscontract for any such acquisition or disposition entered into, liabilities or obligations (absolute, accrued, asserted n) any lease of real or unasserted, contingent or otherwise)personal property entered into, other than in the payment,ordinary course of business consistent with past practice.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 Quartet SEC Reports filed prior to the date of the OrthAlliance Disclosure Schedulethis Agreement, and except as contemplated by this Agreement, since December 31, 20002013, none of OrthAlliance or its Subsidiaries hasthere has not been: (ai) operated any Material Adverse Effect on Quartet, (ii) any declaration, setting aside or payment of any dividend on, or other than distribution (whether in cash, stock or property) in respect of, any of Quartet’s capital stock, or any purchase, redemption or other acquisition by Quartet of any of Quartet’s capital stock or any other securities of Quartet or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of Quartet’s capital stock, (iv) any granting by Quartet of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with payment by Quartet of any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisebonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by Quartet of any increase in severance or termination pay or any entry by Quartet into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Quartet of the nature contemplated hereby, (jv) instituted, settled or agreed to settle, any material litigationchange by Quartet in its accounting methods, action principles or proceeding before any courtpractices, arbitrator or governmental body; except as required by concurrent changes in U.S. GAAP, (kvi) made any tax election or settled or compromised any tax liability, or made any change in the auditors of Quartet, (vi) any method issuance of accounting for taxes capital stock of Quartet, or accounting policy with respect to taxes; (lvii) changed any revaluation by Quartet of any of its assets, including, without limitation, writing down the accounting methods value of capitalized inventory or policies used by it; (m) paid, discharged writing off notes or satisfied accounts receivable or any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), sale of assets of Quartet other than in the payment,ordinary course of business.

Absence of Certain Changes or Events. Except Since September 30, 2003, except as set forth in Section 4.12 Schedule 5.09 of the OrthAlliance Company Disclosure ScheduleSchedule or reflected in the Company’s SEC Documents, since December 31, 2000, none of OrthAlliance or its Subsidiaries has: there has not been (a) operated either individually or in the aggregate, any Material Adverse Effect and, to the knowledge of the Company, no fact or condition exists which is reasonably likely to cause such a Material Adverse Effect in the future, (b) any material damage, destruction or loss with respect to any property or asset of the Company or any of its Subsidiaries, (c) any change by the Company or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Company’s independent accountants, (d) any revaluation by the Company or any of its Subsidiaries of any asset, including, without limitation, writing off of notes or accounts receivable, other than in the ordinary course of business consistent with past practice; , (be) incurred, experienced any entry by the Company or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered of its Subsidiaries into any OrthAlliance Service and Consulting Agreements contract or acquisition agreements commitment (other than with respect to Loans, as hereinafter defined) of more than $30,000 or similar agreementswith a term of more than one (1) with year that is not terminable without penalty, (f) any orthodontistsdeclaration, dentists setting aside or professional entities, either directly payment of any dividend or indirectly, by purchase, merger, distribution in respect of any capital stock purchase of the Company or otherwise, any of its Subsidiaries except in the ordinary course of business, business in an amount consistent with past practice; practice or any redemption, purchase or other acquisition of any of its securities, (dg) transferredany increase in or establishment of any bonus, leasedinsurance, licensedseverance, solddeferred compensation, mortgagedpension, pledgedretirement, disposed profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or encumbered restricted stock awards), stock purchase or other employee benefit plan, or any assetsother increase in the compensation payable or to become payable to any directors, officers or employees of the Company or any of its Subsidiaries, or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any other material action not in the ordinary course of business with respect to the compensation or employment of directors, officers or employees of the Company or any of its Subsidiaries, (h) any strike, work stoppage, slowdown or other labor disturbance, (i) any material election made by the Company or any of its Subsidiaries for federal or state income tax purposes, (j) any change in the credit policies or procedures of the Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure materially less restrictive in any material respect, (k) any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due), including without limiting the generality of the foregoing, liabilities as guarantor under any guarantees or liabilities for taxes, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted (l) any new, forgiveness or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits cancellation of any officer, director, key employee, consultant, agent indebtedness or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except contractual obligation other than in the ordinary course of business and consistent with past practice; , (gm) incurred except with respect to funds borrowed by the Company or modified any material indebtedness of its Subsidiaries from the Federal Home Loan Bank, any mortgage, pledge, lien or other liabilitylease of any assets, except tangible or intangible, of the Company or any of its Subsidiaries with a value in excess of $25,000 in the ordinary course of business, consistent with past practice; aggregate (hn) assumed, guaranteed, endorsed any acquisition or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations disposition of any other person, except assets or properties having a value in the ordinary course excess of business and consistent with past practice; (i) made any material loans, advances or capital contributions to$50,000, or investments in, any other person (contract for any such acquisition or disposition entered into other than to its wholly-owned Subsidiaries loans and investment securities or (o) any lease of real or personal property entered into, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as otherwise set forth in Section 4.12 on Schedule 5.07 of the OrthAlliance Parent Disclosure Schedule, since December 31March 17, 20001999, none Parent and the Parent Subsidiaries have conducted their businesses only in the ordinary course consistent with past practice and, since such date, there has not been (i) any Parent Material Adverse Effect, (ii) any event that could reasonably be expected to prevent or materially delay the performance of OrthAlliance Parent's obligations pursuant to this Agreement and the consummation of the Merger by Parent, (iii) any material change by Parent in its accounting methods, principles or its Subsidiaries has: practices, (aiv) operated any declaration, setting aside or payment of any dividend or distribution in respect of the shares of Parent Common Stock or any redemption, purchase or other than acquisition of any of Parent's securities, (v) except in the ordinary course of business consistent with past practice; , any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (bincluding, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Parent or any Parent Subsidiary, (vi) incurredany issuance or sale of any stock, experienced notes, bonds or suffered other securities other than pursuant to the exercise of outstanding securities, or entering into any OrthAlliance Material Adverse Effect; agreement with respect thereto, (cvii) acquired any amendment to the Parent's certificate of incorporation or agreed to acquire bylaws, (viii) other than in the ordinary course of business, any (x) purchase, sale, assignment or transfer of any material assets, (y) mortgage, pledge or entered the institution of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, except for liens for taxes not yet delinquent and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Parent Material Adverse Effect, or (z) waiver of any rights of material value or cancellation or any material debts or claims, (ix) any incurrence of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) any incurrence of any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Parent or any Parent Subsidiary, or (xi) any entering into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except transaction of a material nature other than in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,practices.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Schedulepublicly disclosed by IsoTis, since December 31, 20002002 through the date hereof, none IsoTis and each IsoTis Subsidiary has conducted its business only in the ordinary and regular course of OrthAlliance business consistent with past practice and there has not occurred (i) a Material Adverse Change with respect to IsoTis or any IsoTis Subsidiary, (ii) any redemption, repurchase or other acquisition of IsoTis Shares by IsoTis or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to IsoTis Shares or any securities of IsoTis, (iii) any material increase in or modification of the compensation payable or to become payable by it to any of its Subsidiaries has: directors or officers, or any grant to any such director or officer of any increase in severance or termination pay, (aiv) operated any increase in or modification of any bonus, pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its directors or officers, (v) any acquisition or sale of its property or assets aggregating 10% or more of IsoTis’s total consolidated property and assets as at December 31, 2002 other than in the ordinary and regular course of business consistent with past practice; , (bvi) incurredany entering into, experienced amendment of, relinquishment, termination or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire non-renewal of any material assetscontract, agreement, license, franchise, environmental permit, lease transaction, commitment or entered into any OrthAlliance Service and Consulting Agreements other right or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assetsobligation, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary regular course of business consistent with past practice); , (jvii) institutedany resolution to approve a split, settled combination or agreed reclassification of any of its securities, (viii) any agreement or arrangement to settletake any action which, any material litigationif taken prior to the date hereof, action or proceeding before any court, arbitrator or governmental body; (k) would have made any tax election representation or settled warranty set forth in this Agreement materially untrue or compromised any tax liabilityincorrect as of the date when made, or made or (ix) any change in any method of its accounting for taxes methods, principles or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,practices.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.12 of the OrthAlliance Disclosure ScheduleFinancial Statements or in Schedule 6.01(l), (i) since December 31, 20002005, none of OrthAlliance or the Issuer has conducted its Subsidiaries has: (a) operated other than business only in the ordinary course of business and in a manner substantially consistent with past practice; practice and (bii) incurredsince December 31, experienced or suffered any OrthAlliance Material Adverse Effect; 2005, there has not been: (c1) acquired or agreed to acquire any material assetsdamage, destruction or loss (not covered by insurance) with respect to any material asset of any Obligor; (2) any change by any Obligor in its accounting methods, principles or practices, or entered into any OrthAlliance Service and Consulting Agreements changes in depreciation or amortization policies or rates adopted by it; (i) any declaration, setting aside or payment of any dividends or other distribution (whether in cash, stock or property) in respect of the Capital Stock of the Issuer, (ii) any direct or indirect redemption, purchase, retirement or other acquisition agreements by the Issuer of any Capital Stock of the Issuer or any securities convertible into, exchangeable for or conferring the right to purchase Capital Stock of the Issuer (or similar agreementsany agreement, arrangement or other understanding to do the same), or (iii) with any orthodontistsissuance, dentists pledge or professional entitiessale of any Capital Stock of the Issuer, either directly or indirectlyany other securities convertible into or exchangeable for or conferring the right to purchase capital stock of the Issuer (or any agreement, by purchasearrangement or other understanding to do the same); (4) any amendment, mergeralteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any Capital Stock or equity interest in the Issuer or any other securities convertible into or exchangeable for such Capital Stock or equity interest, including without limitation a reduction in the exercise or conversion price of any such rights or securities; (i) any increase in the benefits under, or the establishment, termination, modification or amendment of, or any commitment to establish, terminate, modify or amend, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or otherwiseother employee benefit plan, except or any other increase in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts compensation payable or to become payable under any existingto (x) directors or officers of the Obligors or (y) other employees of the Obligors, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into (ii) any employment, consultingconsulting or indemnification agreement, change in control, severance contract or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person arrangement (other than to its wholly-owned Subsidiaries the hiring or dismissal of consultants or at will employees in the ordinary course of business consistent with past practice); ; (j6) institutedany termination or failure to renew, settled or agreed any threat (that was not subsequently withdrawn) to settleterminate or fail to renew, any material litigation, action Material Contract; (7) any merger with or proceeding before into or consolidation with any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liabilityother person, or made any change subdivision, combination or, in any method way, reclassification of accounting for taxes any shares of Capital Stock of the Issuer or accounting policy with respect any modification or amendment, or agreement to taxes; modify or amend, in any manner the rights to the Issuer’s outstanding capital stock or the character of its business; (l) changed 8) any material change to any of the accounting methods business, operations or policies used of the Obligors, including, without limitation, advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or other product acquisition policies; (9) any loan or advance by it; any Obligor to any of its stockholders, officers, directors, consultants or employees or other representatives (mexcept for travel and entertainment and moving expense advances made to employees in the ordinary course of business consistent with past practice in amount and kind); (10) paidexcept for inventory, discharged equipment or satisfied Intellectual Property in the ordinary course of business, any material claimssale, liabilities abandonment, transfer, lease, license or obligations any other disposition of any properties or assets of any Obligor or acquisition of any capital stock or business of any other person (absoluteor any reaching of an agreement, accruedarrangement or understanding to do the same); (i) any incurrence of Indebtedness or assumption, asserted guarantee or unasserted, contingent or otherwiseother responsibility for the debts of any other Person (other than check-clearing endorsements made in the ordinary course of business), (ii) any loans, advances or capital contributions to or investments in any other Person (other than advances against commissions and advances of expenses to sales personnel in the payment,normal course of business), or

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Scheduleon Schedule 2.7 hereto, since December March 31, 20002006, none of OrthAlliance the Company has carried on its Business in all material respects in the ordinary course and consistent with past practice. Except as set forth on Schedule 2.7 or its Subsidiaries hasas set forth or reserved against in the Balance Sheet, since March 31, 2006, the Company has not: (ai) operated other than incurred any material obligation or liability (whether absolute, accrued, contingent or otherwise) except in the ordinary course of business Business and consistent with past practice; (bii) incurred, experienced or suffered any OrthAlliance Company Material Adverse Effect; (ciii) acquired made any change in accounting principle or agreed to acquire practice or in its method of applying any such principle or practice, (iv) suffered any material damage, destruction or loss, whether or not covered by insurance, affecting its properties, assets or Business; (v) mortgaged, pledged or subjected to any lien, charge or other encumbrance, or granted to third parties any rights in, any of its properties or assets, tangible or entered into intangible; (vi) sold or transferred any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseof its assets, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice, or canceled or compromised any debts or waived any claims or rights of a material nature; (evii) except in the ordinary course of businessissued any additional Company securities, consistent with past practiceother equity securities, adopted any newpartnership interests or similar equity interests, or any rights, options or warrants to purchase, or securities convertible into or exchangeable for, Company securities; (viii) declared or paid any dividends on or made any distributions (however characterized) in respect of Company securities; (ix) repurchased or redeemed any Company securities; (x) terminated, amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement waived with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay respect to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation ofmaterial contract, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect theretoright, except in the ordinary course of business and consistent with past practice; (gxi) incurred granted any general or modified specific increase in the compensation payable or to become payable to any material indebtedness of its Employees (as that term is hereinafter defined) or any bonus or service award or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions tolike benefit, or investments ininstituted, increased, augmented or improved any other person Benefit Plan (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practiceas that term is hereinafter defined); or (jxii) instituted, settled or agreed entered into any agreement to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except Since December 31, 1998, ------------------------------------ the Company and its Subsidiaries have conducted their businesses only in the ordinary course of business and in a manner consistent with past practice (except in connection with the negotiation, execution and delivery of this Agreement) and there has not been: (1) any event, occurrence or development of a state of circumstances or facts which has had a material adverse effect except as set forth in Section 4.12 3.01(i)(1) of the OrthAlliance Disclosure Schedule; (2) any declaration, since December 31setting aside or payment of any dividend or other distribution with respect to any shares of Company Capital Stock, 2000or any repurchase, none redemption or other acquisition by the Company or any Subsidiary of OrthAlliance any outstanding shares of capital stock or its Subsidiaries has: other securities of, or other ownership interests in, the Company or any Subsidiary; (a3) operated any amendment of any material term of any outstanding security of the Company or any Subsidiary; (4) any incurrence, assumption or guarantee by the Company or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practice, but in any event not in excess of $1,000,000 individually or $5,000,000 in the aggregate; (5) any creation or assumption by the Company or any Subsidiary of any Lien on any material asset other than in the ordinary course of business consistent with past practice; practices, but in any event not securing any obligation in excess of $5,000,000; (b6) incurredany making of any loan, experienced advance or suffered capital contributions to or investment in any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, person other than loans, advances or capital contributions to or investments in wholly-owned Subsidiaries made in the ordinary course of business and consistent with past practice; practice except as set forth in Section 3.01(i)(6) of the Disclosure Schedule; (e7) except any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any Subsidiary which, individually or in the ordinary course aggregate, has had or would reasonably be expected to have a material adverse effect; (8) except as set forth in Section 3.01(i)(8) of businessthe Disclosure Schedule, consistent with past practice, adopted any newtransaction or commitment made, or amended any contract or otherwise increasedagreement entered into, by the Company or accelerated any Subsidiary relating to its assets or business (including the payment acquisition or vesting disposition of any assets) or any relinquishment by the amounts payable Company or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement Subsidiary of any contract or other employee benefit plan agreement or arrangementright, entered into any employmentin either case, consultingmaterial to the Company and its Subsidiaries taken as a whole, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service other than transactions and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except commitments in the ordinary course of business and consistent with past practice; practice and those contemplated by this Agreement; (g9) incurred any change in any method of accounting or modified accounting practice by the Company or any material indebtedness or other liabilitySubsidiary, except for any such change required by reason of a concurrent change in GAAP; (10) except as set forth in Section 3.01(i)(10) of the ordinary course of businessDisclosure Schedule, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made grant of any material loansseverance or termination pay to any director, advances officer or capital contributions toemployee of the Company or any Subsidiary, (ii) entering into of any employment, deferred compensation or investments insimilar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary, other person (than, with respect to employees other than to its wholly-owned Subsidiaries or executive officers only, in the ordinary course of business consistent with past practice); , (jiii) institutedincrease in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, settled bonus or agreed other benefits payable to settledirectors, officers or employees of the Company or any material litigationSubsidiary, action or proceeding before any courtother than, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (lemployees other than executive officers only, in the ordinary course of business consistent with past practice, in each case except as set forth in Section 3.01(i)(10) changed any of the accounting methods or policies used by it; Disclosure Schedule; (m11) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the payment,Company or any Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; or (12) any cancellation of any licenses, sublicenses, franchises, permits or agreements to which the Company or any Subsidiary is a party, or any notification to the Company or any Subsidiary that any party to any such arrangements intends to cancel or not to renew such arrangements beyond its expiration date as in effect on the date hereof, which cancellation or notification, individually or in the aggregate, has had or reasonably could be expected to have a material adverse effect.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement and except as set forth disclosed in Section 4.12 of the OrthAlliance IMPCO Disclosure Schedule, since December 31September 30, 20002004, none IMPCO and its Affiliated Companies have conducted their business only in the ordinary course consistent with past practice, and there has not been (1) any Material Adverse Change in IMPCO; (2) any declaration, setting aside or payment of OrthAlliance any dividend or other distribution (whether in cash, stock or property) with respect to any of IMPCO Common Stock; (3) any split, combination or reclassification of any of IMPCO Common Stock, or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of IMPCO Common Stock; (4) (A) any granting by IMPCO or any of its Affiliated Companies to any current or former director, executive officer or other employee of IMPCO or its Subsidiaries has: (a) operated Affiliated Companies of any increase in compensation, bonus or other than benefits, except for normal increases in cash compensation in the ordinary course of business consistent with past practiceor as required under any employment agreements in effect as of the date of the most recent audited financial statements; (bB) incurredany granting by IMPCO or any of its Affiliated Companies to any such current or former director, experienced executive officer or suffered employee of any OrthAlliance Material Adverse Effectincrease in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of September 30, 2004; (cC) acquired any entry by IMPCO or agreed to acquire any material assetsof its Affiliated Companies into, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with amendments of, any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensationemployment, deferred compensation, consulting, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement termination or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar indemnification agreement with or, except in accordance with the existing written agreements, granted any severance, change in control such current or termination pay to any officer, former director, key executive officer or employee, consultant, agent ; or group of employees(D) any amendment to, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation modification of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practiceIMPCO Options; (g5) incurred any damage, destruction or modified any material indebtedness loss, whether or other liabilitynot covered by insurance, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries that individually or in the ordinary course of business consistent with past practice)aggregate is reasonably likely to have a Material Adverse Effect on IMPCO; (j6) instituted, settled or agreed to settleexcept insofar as may have been required by a change in GAAP, any material litigationchange in accounting methods, action principles or proceeding before any court, arbitrator practices by IMPCO materially affecting its reported financial condition or governmental bodyresults of operation; or (k7) made any tax election by IMPCO or settled any of its Affiliated Companies that individually or compromised in the aggregate is reasonably likely to have a Material Adverse Effect on the tax liability or tax attributes of IMPCO or any settlement or compromise of any material tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except Other than as set forth disclosed in the Company Current Reports or in Section 4.12 4.11 of the OrthAlliance Company Disclosure Schedule, since December 31June 30, 20001998 and through the date of this Agreement, none the business of OrthAlliance or its the Company and of each of the Company Subsidiaries has: (a) operated other than has been conducted in the ordinary course of business consistent with past practicecourse, and there has not been (i) any Material Adverse Effect on the Company; (bii) incurredany material indebtedness incurred by the Company or any Company Subsidiary for borrowed money, experienced or suffered any OrthAlliance Material Adverse Effectexcept under credit facilities disclosed in the Company Current Reports, if any; (ciii) acquired or agreed to acquire any material assets, transaction or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisecommitment, except in the ordinary course of businessbusiness or as contemplated by this Agreement, entered into by the Company or any of the Company Subsidiaries; (iv) any damage, destruction or loss, whether covered by insurance or not, which, individually or in the aggregate, would have a Material Adverse Effect on the Company; (v) any change by the Company in accounting principles or methods except insofar as required by a change in generally accepted accounting principles; (vi) any declaration, setting aside or payment of any dividend (whether in cash, securities or property) with respect to the Company Common Stock; (vii) any material agreement to acquire any assets or stock or other interests of any third-party; (viii) any increase in the compensation payable or to become payable by the Company or any Company Subsidiary to any employees, officers, directors, or consultants or in any bonus, insurance, welfare, pension or other employee benefit plan, payment or arrangement made to, for or with any such employee, officer, director or consultant (other than as provided in employment agreements, consulting agreements and welfare and benefit plans set forth on the Company Disclosure Schedule, and except for increases consistent with past practice); (ix) any material revaluation by the Company or any Company Subsidiary of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable); (x) any transfer, mortgage, pledge or disposition of any of the assets or properties of the Company or any Company Subsidiary or the subjection of any of the assets or properties of the Company or any Company Subsidiary to any Encumbrances, rights or claims of others with respect thereto other than in the ordinary course consistent with past practice; (dxi) transferred, leased, licensed, sold, mortgaged, pledged, disposed any assumption or guarantee by the Company or a Company Subsidiary of the indebtedness of any person or encumbered any assetsentity, other than in the ordinary course consistent with past practice; (xii) any split, combination or reclassification of any of the capital stock of the Company or any Company Subsidiary or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of such capital stock; (xiii) any receipt by the Company or any Company Subsidiary of written or oral notice that any material contract, agreement or arrangement to which it is a party has been or will be canceled; (xiv) any issuance by the Company or any Company Subsidiary of any share of stock, bond, note, option, warrant or other corporate security; (xv) any capital expenditure or expenditures by the Company or any Company Subsidiary or commitment(s) to make such capital expenditure(s) that individually exceeds $250,000, or in the aggregate exceed $500,000; (xvi) any payment or incurring of liability to pay any taxes, assessments, fees, penalties, interest or other governmental charges, other than those arising and discharged or to be discharged in the ordinary course of business and consistent with past practice; (exvii) except any loan or loans that individually exceeds $250,000, or in the ordinary course of businessaggregate exceed $500,000, consistent with past practicemade by the Company or any Company Subsidiary to any person, adopted including but not limited to, any newemployee, officer or amended or otherwise increased, or accelerated the payment or vesting director of the amounts payable Company or to become payable under any existingCompany Subsidiary; or (xviii) any authorization, bonusapproval, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into commitment by the Company or any employment, consulting, change Company Subsidiary to take any action described in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; clauses (i) made any material loans, advances or capital contributions to, or investments in, any other person through (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (jxvii) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,above.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.12 of the OrthAlliance Disclosure ScheduleFFN Financial Statements or in Schedule 5.1(l), (i) since December 31, 20002009, none each Obligor has conducted its business only in the ordinary course and in a manner substantially consistent with past practice and (ii) since December 31, 2009, there has not been: (1) any material damage, destruction or loss (not covered by insurance) with respect to any material asset of OrthAlliance any Obligor; (2) any change by any Obligor in its accounting methods, principles or practices, or any changes in depreciation or amortization policies or rates adopted by it; (i) any declaration, setting aside or payment of any dividends or other distribution (whether in cash, stock or property) in respect of the Capital Stock of the Obligors, (ii) any direct or indirect redemption, purchase, retirement or other acquisition by the Obligors of any Capital Stock of the Obligors or any securities convertible into, exchangeable for or conferring the right to purchase Capital Stock of the Obligors (or any agreement, arrangement or other understanding to do the same), or (iii) any issuance, pledge or sale of any Capital Stock of the Obligors or any other securities convertible into or exchangeable for or conferring the right to purchase capital stock of the Obligors (or any agreement, arrangement or other understanding to do the same); (4) any amendment, alteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any Capital Stock or equity interest in the Obligors or any other securities convertible into or exchangeable for such Capital Stock or equity interest, including without limitation a reduction in the exercise or conversion price of any such rights or securities; (5) (i) any increase in the benefits under, or the establishment, termination, modification or amendment of, or any commitment to establish, terminate, modify or amend, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to directors or executive officers of the Obligors, or (ii) any employment, consulting or indemnification agreement, contract or arrangement with any director or executive officer; (6) any termination or failure to renew, or any threat (that was not subsequently withdrawn) to terminate or fail to renew, any Material Contract of the Obligors; (7) any merger with or into or consolidation with any other Person, or any subdivision, combination or, in any way, reclassification of any shares of Capital Stock of the Obligors or any modification or amendment, or agreement to modify or amend, in any manner the rights to the Obligors’ outstanding capital stock or the character of its Subsidiaries has: business; (a8) any change to any of the business, operations or policies of the Obligors, including, without limitation, advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or other product acquisition policies that would reasonably be expected to cause a Material Adverse Effect; (9) operated any loan or advance by any Obligor to any of its stockholders, officers, directors, consultants or employees or other than representatives (except for travel and entertainment and moving expense advances made to employees in the ordinary course of business consistent with past practice; practice in amount and kind); (b10) incurredexcept for inventory, experienced equipment or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except Intellectual Property in the ordinary course of business, consistent any sale, abandonment, transfer, lease, license or any other disposition of any properties or assets of any Obligor or acquisition of any capital stock or business of any other Person (or any reaching of an agreement, arrangement or understanding to do the same); (i) except as provided in certain commitment letters entered into with past practice; regard to the Recapitalization, any incurrence of Indebtedness or assumption, guarantee or other responsibility for the debts of any other Person (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except check-clearing endorsements made in the ordinary course of business), consistent with past practice, adopted (ii) any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, to or investments in, in any other person Person (other than advances against commissions and advances of expenses to sales personnel in the normal course of business), or (iii) any grant of any security interest or creation or modification of any Liens on any of its wholly-owned Subsidiaries properties or assets, other than Permitted Liens by the Obligors; (12) except for amendments and waivers relating to FFN’s and INI’s existing indebtedness documentation, any modification, amendment, termination, transfer or waiver of any material right under any contract or other agreement of the type required to be set forth on any schedule hereto, or any agreement, arrangement or other understanding to do any of the foregoing, or any permitted lapse of any rights to the use of any Intellectual Property or any sale, assignment, license, transfer or other disposition of any rights thereto, in each case except in the ordinary course of business consistent with past practice)practice by the Obligors; (13) any payment by any Obligor of bonuses or severance pay or any other obligation arising as a result of termination of employment; or (j14) institutedany agreement, settled arrangement or agreed other understanding by any Obligor to settledo, any material litigation, action cause or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed suffer any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except as Since September 30, 1999, ------------------------------------ except for the issuance of certain Stock Options set forth in Section 4.12 4.2 of the OrthAlliance Corporation Disclosure Schedule, since December 31except for any other matters referred to in Section 4.10 of the Corporation Disclosure Schedule, 2000and except for the transactions contemplated by this Agreement, the Corporation has conducted its business only in the ordinary course consistent with past practice, and there has not been (i) any material damage, destruction or loss, whether covered by insurance or not, (ii) any declaration, setting aside or payment of any dividend (whether in cash, stock or property) with respect to Preferred Stock or Common Stock or Common Stock Equivalent or any redemption, purchase or other acquisition by the Corporation of any of its securities, (iii) any change in the business, operations, properties, prospects, condition (financial or otherwise) or assets of the Corporation having a Material Adverse Effect, (iv) any labor dispute, other than routine matters, none of OrthAlliance which is material to the Corporation, (v) any entry into any commitment or its Subsidiaries has: transaction (aincluding, without limitation, any borrowing or capital expenditure) operated other than in the ordinary course of business consistent with past practice; , (bvi) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assetschange by the Corporation in its accounting methods, principles or practices, (vii) any revaluation by the Corporation of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), or entered into (viii) any OrthAlliance Service and Consulting Agreements increase in or acquisition agreements establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, except or any other increase in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts compensation payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, officers or key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice employees of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,Corporation.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Scheduleon Schedule 2.7 hereto, since December 31, 20002005, none of OrthAlliance the Company has carried on its Business in all material respects in the ordinary course and consistent with past practice. Except as set forth on Schedule 2.7 or its Subsidiaries hasas set forth or reserved against in the Balance Sheet, since December 31, 2005, the Company has not: (ai) operated other than incurred any material obligation or liability (whether absolute, accrued, contingent or otherwise) except in the ordinary course of business Business and consistent with past practice; (bii) incurred, experienced or suffered any OrthAlliance Company Material Adverse Effect; (ciii) acquired made any change in accounting principle or agreed to acquire practice or in its method of applying any such principle or practice, (iv) suffered any material damage, destruction or loss, whether or not covered by insurance, affecting its properties, assets or Business; (v) mortgaged, pledged or subjected to any lien, charge or other encumbrance, or granted to third parties any rights in, any of its properties or assets, tangible or entered into intangible; (vi) sold or transferred any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseof its assets, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice, or canceled or compromised any debts or waived any claims or rights of a material nature; (evii) except in the ordinary course of businessissued any additional Company securities, consistent with past practiceother equity securities, adopted any newpartnership interests or similar equity interests, or any rights, options or warrants to purchase, or securities convertible into or exchangeable for, Company securities; (viii) declared or paid any dividends on or made any distributions (however characterized) in respect of Company securities; (ix) repurchased or redeemed any Company securities; (x) terminated, amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement waived with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay respect to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation ofmaterial contract, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect theretoright, except in the ordinary course of business and consistent with past practice; (gxi) incurred granted any general or modified specific increase in the compensation payable or to become payable to any material indebtedness of its Employees (as that term is hereinafter defined) or any bonus or service award or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions tolike benefit, or investments ininstituted, increased, augmented or improved any other person Benefit Plan (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practiceas that term is hereinafter defined); or (jxii) instituted, settled or agreed entered into any agreement to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 the Company SEC Reports filed prior to the date of the OrthAlliance Disclosure Schedulethis Agreement, and except as contemplated by this Agreement, since December 31, 20002006, none of OrthAlliance or its Subsidiaries hasthere has not been: (ai) operated any Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other than distribution (whether in cash, stock or property) in respect of, any of the Company's capital stock, or any purchase, redemption or other acquisition by the Company of any of the Company's capital stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of the Company's capital stock, (iv) any granting by the Company of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with payment by the Company of any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisebonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by the Company of any increase in severance or termination pay or any entry by the Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (jv) institutedentry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, settled or agreed to settle, (vi) any material litigationchange by the Company in its accounting methods, action principles or proceeding before any courtpractices, arbitrator or governmental body; except as required by concurrent changes in U.S. GAAP, (kvii) made any tax election or settled or compromised any tax liability, or made any change in the auditors of the Company, (vii) any method issuance of accounting for taxes capital stock of the Company, or accounting policy with respect to taxes; (lviii) changed any revaluation by the Company of any of their respective assets, including, without limitation, writing down the accounting methods value of capitalized inventory or policies used by it; (m) paid, discharged writing off notes or satisfied accounts receivable or any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), sale of assets of the Company other than in the payment,ordinary course of business.

Absence of Certain Changes or Events. Except as set forth in on Section 4.12 2.09 of the OrthAlliance Disclosure Company Schedule, since December 31, 2000, none there has not been any: (i) Material Adverse Effect on Company, (ii) declaration, setting aside or payment of OrthAlliance any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Company of any of Company's capital stock or any other securities of Company or its Subsidiaries has: subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (aiii) operated other than split, combination or reclassification of any of Company's or any of its subsidiaries' capital stock, (iv) granting by Company or any of its subsidiaries of any material increase in compensation or fringe benefits, except for increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements payment by Company or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseof its subsidiaries of any bonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change granting by Company or any of its subsidiaries of any increase in severance or termination pay or any method entry by Company or any of accounting for taxes its subsidiaries into any currently effective employment, severance, termination or accounting policy indemnification agreement or any agreement the benefits of which would be contingent or the terms of which would be materially altered upon the occurrence of a transaction involving Company of the nature contemplated hereby, (v) entry by Company or any of its subsidiaries into any licensing or other agreement with regard to the material acquisition or disposition of any Intellectual Property (as defined in Section 2.15) other than licenses disclosed in Section 2.15(i) of the Company Schedule, (vi) amendment or consent with respect to taxes; any licensing agreement filed or required to be filed by Company with the SEC, (lvii) changed material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, (viii) material revaluation by Company of any of its assets, including, without limitation, writing down the accounting methods value of capitalized inventory or policies used by it; writing off notes or accounts receivable, or (mix) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), sale of assets of Company other than in the payment,ordinary course of business.

Absence of Certain Changes or Events. (a) Except as set forth in Section 4.12 4.6 of the OrthAlliance Company Disclosure Schedule, since December 31, 20002009, none of OrthAlliance or the Company and its Subsidiaries has: (a) operated other than have conducted their respective businesses only in the ordinary course Ordinary Course of business consistent with past practice; Business and, since such date there has not been any change, event, circumstance, development or effect that individually or in the aggregate, has had, or is reasonably likely to have, a Material Adverse Effect. (b) incurredExcept as set forth in Section 4.6 of the Company Disclosure Schedule, experienced since December 31, 2009 through the date hereof, the Company has not (i) declared, set aside or suffered paid any OrthAlliance Material Adverse Effect; dividends on, or made any other distributions (cwhether in cash, securities or other property) in respect of, any of its capital stock, except for any cash dividends by Subsidiaries to another Subsidiary or the Company; (ii) except for Company Common Stock issued or delivered pursuant to Company Stock Plans and for the issuance, grant or delivery of awards pursuant thereto, issued, delivered, sold, granted, pledged or otherwise disposed of or encumbered any shares of its capital stock, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible or exchangeable securities, “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units or securities the value of which is measured by such securities, or amend the terms of any of the foregoing, except as expressly contemplated by Section 3.3 of this Agreement; (iii) acquired (A) by merging or agreed to acquire any material assetsconsolidating with, or entered into by purchasing all or a substantial portion of the assets or any OrthAlliance Service stock of, or by any other manner, any business or any other Person or division thereof or (B) any assets that are material, in the aggregate, to the Company and Consulting Agreements its Subsidiaries, taken as a whole, except purchases of inventory and components in the Ordinary Course of Business; (iv) amended its Articles of Incorporation, Bylaws or acquisition agreements other comparable charter or organizational documents, except as expressly provided by this Agreement; (or similar agreementsv) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course Ordinary Course of businessBusiness, consistent with past practice; (d) transferredsold, leased, licensed, sold, mortgaged, pledged, or otherwise disposed of or encumbered any assets, other than properties or assets of the Company or of any of its Subsidiaries; (vi) except for sales of inventory that are in the ordinary course Ordinary Course of business Business, sold, disposed of, or otherwise transferred any assets material to the Company and consistent with past practice; its Subsidiaries, taken as a whole (eincluding any accounts, leases, Contracts or Intellectual Property or any assets or the stock of any Subsidiaries); (vii) (i) except in the ordinary course Ordinary Course of businessBusiness, consistent with past practiceincurred or suffered to exist any indebtedness for borrowed money other than such indebtedness reflected on the Company Balance Sheet or guaranteed any such indebtedness of another Person, adopted any new(ii) except in the Ordinary Course of Business, issued, sold or amended any debt securities or otherwise increased, warrants or accelerated the payment or vesting other rights to acquire any debt securities of the amounts payable Company or to become payable under any existingof its Subsidiaries, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangementguaranteed any debt securities of another Person, entered into any employment, consulting, change in control, severance “keep well” or similar other agreement with or, except in accordance with to maintain any financial statement condition of another Person or entered into any arrangement having the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits economic effect of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation offoregoing, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (iiii) made any material loans, loans or advances (in each case other than for employee travel or other business purposes or for employee tuition reimbursement in each case in the Ordinary Course of Business) or capital contributions to, or investments in, any other person (Person, other than to the Company or any of its wholly-direct or indirect wholly owned Subsidiaries or (iv) except in the ordinary course Ordinary Course of business consistent Business, entered into any hedging agreement or other financial agreement or arrangement the value of which may change with past practice); fluctuations in commodities or equities, prices or exchange rates or other derivative instruments; (jviii) institutedmade any change in its accounting methods, settled principles or agreed practices, except insofar as may be required by a change in GAAP or Law or, except as so required, changed any assumption underlying, or method of calculating, any bad debt, contingency or other reserve or revalue any assets, or make any change in its fiscal year; (i) except in the Ordinary Course of Business entered into, or modified the terms of, any Contract relating to settlethe rendering of services or the distribution, sale or marketing by third parties of the products of, or products licensed by, the Company or any of its Subsidiaries or (ii) licensed, or modified the terms of any license of, any material litigationintellectual property rights to or from any third party, action other than non-exclusive licenses which may be canceled without penalty by the Company or proceeding before any court, arbitrator its Subsidiaries upon written notice of thirty (30) days or governmental body; less; (kx) (i) made or rescinded any tax election or Tax election, (ii) settled or compromised any tax Tax liability, (iii) amended any Tax Return, (iv) made a request for a written ruling of a taxing authority relating to Taxes or made any change in any method of accounting file a request for taxes a pre-filing agreement or accounting policy similar procedure or (v) entered into a legally binding agreement with a taxing authority with respect to taxes; Taxes; (lxi) changed any closed (except pursuant to the existing terms of leases disclosed in Section 4.12(b) of the accounting methods Company Disclosure Schedule entered into prior to the date of this Agreement (and without giving effect to the transactions contemplated by this Agreement)) or policies used by it; (m) paid, discharged or satisfied opened any material claimsfacility or office; or (xii) authorized any of, liabilities or obligations (absolutecommitted or agreed, accrued, asserted or unasserted, contingent in writing or otherwise), other than to take any of, the payment,foregoing actions.

Absence of Certain Changes or Events. Except Since September 30, 1997, except as set forth disclosed in Section 4.12 of Schedule 3.16, MGI and the OrthAlliance Disclosure ScheduleSubsidiaries have conducted their business, since December 31in all material respects, 2000, none of OrthAlliance or its Subsidiaries has: (a) operated other than in the ordinary course of business and in a manner consistent with past practice; practice (bexcept in connection with the negotiation and execution and delivery of this Agreement), and since September 30, 1997, except as disclosed in Schedule 3.16, and except as permitted in this Agreement, there has not been (i) incurredany event or events (whether or not covered by insurance), experienced individually or suffered any OrthAlliance in the aggregate, having a MGI Material Adverse Effect; , (cii) acquired or agreed to acquire any material assetschange by MGI in its accounting methods, principles or entered practices, (iii) any entry by MGI or any Subsidiary into any OrthAlliance Service and Consulting Agreements commitment or acquisition agreements (transaction material to MGI or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisesuch Subsidiary, except in the ordinary course of businessbusiness and consistent with past practice or except in connection with the negotiation and execution and delivery of this Agreement, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of MGI or any redemption, purchases or other acquisition of any of MGI's or the Subsidiaries' securities (except for cash dividends paid to MGI by its wholly-owned Subsidiaries with regard to their capital stock), (v) other than pursuant to the Plans or as required by law, any increase in, amendment to, or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan (other than a Multi-employer plan), (vi) granted any general increase in compensation, bonus or other benefits payable to the employees of MGI or the Subsidiaries, except for increases occurring in the ordinary course of business in accordance with its customary practice, (vii) paid any bonus to the employees of MGI or the Subsidiaries except for bonuses accrued on MGI's unaudited balance sheet for the quarter ended September 30, 1997, (viii) any incurrence of indebtedness for borrowed money or assumption or guarantee of indebtedness for borrowed money by MGI or any of the Subsidiaries (other than loans from MGI to any wholly-owned Subsidiary or from any wholly-owned Subsidiary to MGI or any other wholly-owned Subsidiary), or the grant of any Lien on the material assets of MGI or the Subsidiaries to secure indebtedness for borrowed money except, in any such case, any drawdowns by MGI under its revolving credit facility consistent with past practice; , (dix) transferred, leased, licensed, sold, mortgaged, pledged, disposed any sale or transfer of any material assets of MGI or encumbered any assets, the Subsidiaries other than in the ordinary course of business and consistent with past practice; , (ex) except any loan, advance or capital contribution to or investment in the ordinary course any person in an aggregate amount in excess of business$100,000 by MGI or any Subsidiary (excluding any loan, consistent with past practice, adopted any newadvance or capital contribution to, or amended investment in, MGI or otherwise increased, any wholly-owned Subsidiary); or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, (xi) entered into any employmentcontractual arrangement or understanding (written or oral, consulting, change in control, severance express or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay implied) to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of ------------------------------------ the OrthAlliance Disclosure ScheduleOrion SEC Filings, since December 31November 30, 20001994, none of OrthAlliance or its Subsidiaries hasthere has not been: (ai) operated any material adverse change in the business, assets, prospects, condition (financial or other) or the results of operations of Orion and its subsidiaries taken as a whole other than any such change set forth on Schedule 4.10(i) or caused by general economic conditions, political or governmental instability or uncertainty, civil disturbances or unrest, war or other similar acts of force majeure; (ii) any declaration, payment or setting aside for payment of any dividend or any redemption, purchase or other acquisition of any shares of capital stock or securities of Orion; (iii) any return of any capital or other distribution of assets to stockholders of Orion; (iv) any material investment of a capital nature by Orion or any of its subsidiaries either by the purchase of any property or assets or by any acquisition (by merger, consolidation or acquisition of stock or assets) of any corporation, partnership or other business organization or division thereof; (v) except as set forth on Schedule 4.10(v), any sale, disposition, license or other transfer of assets or properties of Orion and its subsidiaries (A) in excess of $100,000 individually or $1,000,000 in the ordinary course aggregate for sales, dispositions or transfers of business consistent with past practice; assets other than licensing of film and television product and (bB) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; pursuant to a license for film and television product other than such a license (cI) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, (II) with a duration not in excess of seven years and (III) providing for payments not in excess of $500,000 in the aggregate; (vi) except as set forth on Schedule 4.10(vi), any employment or consulting agreement entered into by Orion and its subsidiaries with any officer or consultant of Orion and its subsidiaries providing for annual salary or other annual payments in excess of $100,000 or any amendment or modification to, or termination of, any current employment or consulting agreement to which Orion or any of its subsidiaries is a party which provides for annual salary or other annual payments in excess of $100,000; (vii) any agreement to take, whether in writing or otherwise, any action which, if taken prior to the date hereof, would have made any representation or warranty in this Article 4 untrue, incomplete or incorrect in any material respect; (viii) any change in accounting methods or practices or any change in depreciation or amortization policies or rates; or (ix) any failure by Orion or its subsidiaries to conduct their respective businesses only in the ordinary course consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.12 the Company SEC Documents or as contemplated by this Agreement, since July 31, 1999 the Company and its subsidiaries have conducted their respective businesses only in the ordinary course, and there has not been (i) any Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to, or repurchase or redemption of, the Company's capital stock other than repurchases of Company Common Stock by the Company pursuant to the Company's stock repurchase program or to fund the Company's Deferred Compensation Incentive Plan or the Company's 401(k) Plan, (iii) any split, combination or reclassification of any of the OrthAlliance Disclosure ScheduleCompany's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, since December 31in lieu of or in substitution for shares of its capital stock, 2000(iv) any change in accounting methods, none principles or practices by the Company materially affecting its assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles (v) any salary or compensation increases to any employee of OrthAlliance the Company or its Subsidiaries has: (a) operated other than of any of the Company's subsidiaries except in the ordinary course of business consistent with past practice; practices, (bvi) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assetsincrease in indebtedness for borrowed money incurred by the Company, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with of its subsidiaries, nor any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits incurrence of any officer, director, key employee, consultant, agent other obligation or group of employees; liability (ffixed or contingent) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; practices, (gvii) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy transaction with respect to taxes; a merger, consolidation, liquidation or reorganization of the Company or any subsidiary of the Company other than such proceedings relating to this Agreement, or (lviii) changed any agreement by the Company or any subsidiary of the Company to take any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than actions described in the payment,foregoing.

Absence of Certain Changes or Events. Except as set forth the Filed SEC Documents disclose, since the Current Audited Balance Sheet Date, each Company Entity has conducted its business only in Section 4.12 the ordinary course, and there has not occurred: (1) any Company Material Adverse Effect; (2) any declaration, setting aside or payment of any dividend or other distribution with respect to the Capital Stock of any Company Entity or any redemption, purchase or other acquisition of any of that Capital Stock; (3) any split, combination or reclassification of any Capital Stock of any Company Entity or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of that Capital Stock; (4) any granting, or any commitment or promise to grant, by any Company Entity to any officer of any Company Entity of (A) any increase in compensation, except in the ordinary course of business, including in connection with promotions, consistent -11- with prior practice or as employment agreements in effect as of the OrthAlliance Disclosure ScheduleCurrent Audited Balance Sheet Date required or (B) any increase in severance or termination pay, since December 31except as part of a standard employment package to any person promoted or hired, 2000but not including the five most highly compensated executive officers of the Company, none or as employment, severance or termination agreements in effect as of OrthAlliance or its Subsidiaries has: the Current Audited Balance Sheet Date required; (a5) operated other than except for termination arrangements in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) practice with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, employees other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting executive officer of the amounts payable or to become payable under Company, any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered entry by any Company Entity into any employment, consulting, change in control, severance or similar termination agreement with any officer of any Company Entity; (6) any increase in, or any commitment or promise to increase, benefits payable or available under any pre-existing Benefit Plan, except in accordance with the pre-existing terms of that Benefit Plan, any establishment of, or any commitment or promise to establish, any new Benefit Plan, any amendment of any existing stock options, stock appreciation rights, performance awards or restricted stock awards or, except in accordance with and under pre-existing compensation policies, any grant, or any commitment or promise to grant, any stock options, stock appreciation rights, performance awards, or restricted stock awards; (7) any damage to or any destruction or loss of physical properties any Company Entity owns or uses, whether or not covered by insurance, that in the existing written agreementsaggregate have had or reasonably could be expected to have a Company Material Adverse Effect; (8) any reevaluations by the Company Entities of any of their assets which, granted in accordance with GAAP, the Company will reflect in its consolidated financial statements, including any severanceimpairment of assets, and which in the aggregate are Material to them; or (9) any material change in control accounting methods, principles or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased practices by the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,Company.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Schedule, since December 31, 2000, none of OrthAlliance or its Subsidiaries has: (a) operated Since the Balance Sheet Date and through the date hereof, there has not been any event, fact or circumstance which has resulted or which would reasonably be expected to result in a Material Adverse Effect on the Company. (b) Since the Balance Sheet Date through the date hereof, there has not been: (i) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company Capital Stock, (ii) any purchase, redemption or other acquisition by the Company of any of the Company Capital Stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from Employees following their termination pursuant to the terms of their stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company Xxxxxxx Xxxxx, (xx) any material change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, (v) any tax election made or changed by the Company; (vi) any increase in salary, wages or fees for Employees or any change in other compensation provided to the employees of the Company outside of the ordinary course of business; (vii) any material revaluation by the Company of any of its assets, including writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business consistent with past practice; business, (vi) any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company, (vii) other than the issuance of Company Common Stock upon the exercise of Company Options or the issuance of Company Options, the Company has not sold, issued or authorized the issuance of (a) any Company Capital Stock or other securities of the Company, (b) incurredany option or right to acquire any Company Capital Stock or other securities of the Company, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired any instrument convertible into or agreed to acquire exchangeable for any material assets, Company Capital Stock or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting security of the amounts payable or to become payable under Company, (viii) any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except capital expenditure (as determined in accordance with GAAP) which, when added to all other capital expenditures made on behalf of the existing written agreementsCompany since the Balance Sheet Date, granted exceeds $25,000, (ix) any severancepledge of any of the Company’s assets, change in control or termination pay and the Company has not otherwise permitted any of its assets to become subject to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person Lien (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practicePermitted Liens); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made (x) any change in loan by the Company to any method of accounting Person , and the Company has not incurred or guaranteed any Indebtedness for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,borrowed money.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Schedule, since December 31Since September 30, 2000, none there has not been: (i) any Material Adverse Effect on Company, (ii) any declaration, setting aside or payment of OrthAlliance any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Company of any of Company's capital stock or any other securities of Company or its Subsidiaries has: subsidiaries or issuances of any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (aiii) operated other than any split, combination or reclassification of any of Company's or any of its subsidiaries' capital stock, (iv) any granting by Company or any of its subsidiaries of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements payment by Company or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseof its subsidiaries of any bonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by Company or any of its subsidiaries of any increase in severance or termination pay or any entry by Company or any of its subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Company of the nature contemplated hereby, (jv) instituted, settled entry by Company or agreed any of its subsidiaries into any licensing or other agreement with regard to settle, the acquisition or disposition of any material litigation, action Intellectual Property (as defined in Section 2.20) other than licenses in the ordinary course of business consistent with past practice or proceeding before any court, arbitrator amendment or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy consent with respect to taxes; any licensing agreement filed or required to be filed by Company with the SEC, (lvi) changed any material change by Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (vii) any revaluation by Company of any of its assets, including, without limitation, writing down the accounting methods value of capitalized inventory or policies used by it; (m) paid, discharged writing off notes or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), accounts receivable other than in the payment,ordinary course of business.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as set forth in Section 4.12 of Schedule 3.08 to the OrthAlliance IN Disclosure Schedule, since December 31September 30, 2000, none of OrthAlliance or 1997 IN and its Subsidiaries has: (a) operated other than subsidiaries have conducted their respective businesses only in the ordinary course of business and in a manner consistent with past practicepractice and there has not been: (i) any material damage, destruction or loss (whether or not covered by insurance) with respect to any material assets of IN or any of its subsidiaries; (bii) incurredany material change by IN or any of its subsidiaries in their accounting methods, experienced principles or suffered any OrthAlliance Material Adverse Effectpractices; (ciii) acquired any declaration, setting aside or agreed to acquire payment of any material assetsdividends or distributions in respect of shares of IN Common Stock or the shares of stock of, or entered into other equity interests in, any OrthAlliance Service and Consulting Agreements subsidiary of IN, or any redemption, purchase or other acquisition agreements by IN or any of its subsidiaries of any of IN's securities or any of the securities of any subsidiary of IN; (iv) any increase in the benefits under, or similar agreements) with the establishment or amendment of, any orthodontistsbonus, dentists insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, except or any increase in the ordinary course compensation payable or to become payable to directors, officers or employees of business, consistent with past practiceIN or its subsidiaries; (dv) transferredany revaluation by IN or any of its subsidiaries of any of their assets, leased, licensed, sold, mortgaged, pledged, disposed including the writing down of the value of inventory or encumbered any assetsthe writing down or off of notes or accounts receivable, other than in the ordinary course of business and consistent with past practicepractices; (evi) except in the ordinary course any entry by IN or any of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered its subsidiaries into any employmentcommitment or transaction material to IN and its subsidiaries, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person taken as a whole (other than to its wholly-owned Subsidiaries or in this Agreement and the ordinary course of business consistent with past practicetransactions contemplated hereby); (jvii) instituted, settled or agreed to settle, any material litigation, action increase in indebtedness for borrowed money; or proceeding before any court, arbitrator or governmental body; (kviii) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,an IN Material Adverse Effect.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Schedule, since Since December 31, 20001996, none except as contemplated by this Agreement, disclosed in the SEC Reports filed and publicly available prior to the date of OrthAlliance or this Agreement, the Company and its Subsidiaries hassubsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been: (ai) operated any changes in the financial condition, results of operations, assets, business or operations of the Company or any of its subsidiaries having or reasonably likely to have a Material Adverse Effect; (ii) any condition, event or occurrence which, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect; (iii) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its subsidiaries which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect; (iv) any change by the Company in its accounting methods, principles or practices; (v) any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any entry by the Company or any of its subsidiaries into any commitment or transactions material to the Company and its subsidiaries taken as a whole (other than commitments or transactions entered into in the ordinary course of business); (vii) any declaration, setting aside or payment of any dividends or distributions in respect of the Shares other than the regular quarterly dividend in the amount of $.20 per share; or (viii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee 18 14 benefit plan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company or any of its subsidiaries, except for increases in base compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consultingconsulting or severance agreement or arrangement entered into with any such present or former directors, change in control, severance officers or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Schedulepublicly disclosed by GenSci, since December 31, 20002002 through the date hereof GenSci and each GenSci Subsidiary has conducted its business only in the ordinary and regular course of business consistent with past practice and there has not occurred (i) a Material Adverse Change with respect to GenSci or any GenSci Subsidiary, (ii) any redemption, none repurchase or other acquisition of OrthAlliance GenSci Shares by GenSci, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to GenSci Shares, GenSci US Subsidiary Shares or any securities of GenSci or any GenSci Subsidiary, (iii) any material increase in or modification of the compensation payable or to become payable by it to any of its Subsidiaries has: directors or officers, or any grant to any such director or officer of any increase in severance or termination pay, (aiv) operated any increase in or modification of any bonus, pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its directors or officers, (v) any acquisition or sale of its property or assets aggregating 10% or more of GenSci’s total consolidated property and assets as at December 31, 2002 other than in the ordinary and regular course of business consistent with past practice; , (bvi) incurredany entering into, experienced amendment of, relinquishment, termination or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire non-renewal of any material assetscontract, agreement, license, franchise, environmental permit, lease transaction, commitment or entered into any OrthAlliance Service and Consulting Agreements other right or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assetsobligation, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary regular course of business consistent with past practice); , (jvii) institutedany resolution to approve a split, settled combination or agreed reclassification of any of its securities, (viii) any agreement or arrangement to settletake any action which, any material litigationif taken prior to the date hereof, action or proceeding before any court, arbitrator or governmental body; (k) would have made any tax election representation or settled warranty set forth in this Agreement materially untrue or compromised any tax liabilityincorrect as of the date when made, or made or (ix) any change in any method of its accounting for taxes methods, principles or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,practices.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.12 of the OrthAlliance Disclosure ScheduleFinancial Statements or in Schedule 6.01(l), (i) since December 31, 20002004, none of OrthAlliance or the Company has conducted its Subsidiaries has: (a) operated other than business only in the ordinary course of business and in a manner substantially consistent with past practice; practice and (bii) incurredsince December 31, experienced or suffered any OrthAlliance Material Adverse Effect; 2004, there has not been: (c1) acquired or agreed to acquire any material assetsdamage, destruction or loss (not covered by insurance) with respect to any material asset of any Obligor; (2) any change by any Obligor in its accounting methods, principles or practices, or entered into any OrthAlliance Service and Consulting Agreements changes in depreciation or amortization policies or rates adopted by it; (i) any declaration, setting aside or payment of any dividends or other distribution (whether in cash, stock or property) in respect of the Capital Stock of the Issuer, (ii) any direct or indirect redemption, purchase, retirement or other acquisition agreements by the Issuer of any Capital Stock of the Issuer or any securities convertible into, exchangeable for or conferring the right to purchase Capital Stock of the Issuer (or similar agreementsany agreement, arrangement or other understanding to do the same), or (iii) with any orthodontistsissuance, dentists pledge or professional entitiessale of any Capital Stock of the Issuer, either directly or indirectlyany other securities convertible into or exchangeable for or conferring the right to purchase capital stock of the Issuer (or any agreement, by purchasearrangement or other understanding to do the same); (4) any amendment, mergeralteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any Capital Stock or equity interest in the Issuer or any other securities convertible into or exchangeable for such Capital Stock or equity interest, including without limitation a reduction in the exercise or conversion price of any such rights or securities; (i) any increase in the benefits under, or the establishment, termination, modification or amendment of, or any commitment to establish, terminate, modify or amend, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or otherwiseother employee benefit plan, except or any other increase in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts compensation payable or to become payable under any existingto (x) directors or officers of the Obligors or (y) other employees of the Obligors, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into (ii) any employment, consultingconsulting or indemnification agreement, change in control, severance contract or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person arrangement (other than to its wholly-owned Subsidiaries the hiring or dismissal of consultants or at will employees in the ordinary course of business consistent with past practice); ; (j6) institutedany termination or failure to renew, settled or agreed any threat (that was not subsequently withdrawn) to settleterminate or fail to renew, any material litigation, action Material Contract; (7) any merger with or proceeding before into or consolidation with any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liabilityother person, or made any change subdivision, combination or, in any method way, reclassification of accounting for taxes any shares of Capital Stock of the Issuer or accounting policy with respect any modification or amendment, or agreement to taxes; modify or amend, in any manner the rights to the Issuer’s outstanding capital stock or the character of its business; (l) changed 8) any material change to any of the accounting methods business, operations or policies used of the Obligors, including, without limitation, advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or other product acquisition policies; (9) any loan or advance by it; any Obligor to any of its stockholders, officers, directors, consultants or employees or other representatives (mexcept for travel and entertainment and moving expense advances made to employees in the ordinary course of business consistent with past practice (in amount and kind); (10) paidexcept for inventory, discharged equipment or satisfied Intellectual Property in the ordinary course of business, any material claimssale, liabilities abandonment, transfer, lease, license or obligations any other disposition of any properties or assets of any Obligor or acquisition of any capital stock or business of any other person (absoluteor any reaching of an agreement, accruedarrangement or understanding to do the same); (i) any incurrence of Indebtedness or assumption, asserted guarantee or unassertedother responsibility for the debts of any other Person (other than check-clearing endorsements made in the ordinary course of business), contingent (ii) any loans, advances or otherwisecapital contributions to or investments in any other Person (other than advances against commissions and advances of expenses to sales personnel in the normal course of business), or (iii) any grant of any security interest or creation or modification of any Liens on any of its properties or assets, other than Permitted Liens; (12) any modification, amendment, termination, transfer or waiver of any material right under any contract or other agreement of the payment,type required to be set forth on any schedule hereto, or any agreement, arrangement or other understanding to do any of the foregoing, or any permitted lapse of any rights to the use of any Intellectual Property or any sale, assignment, license, transfer or other disposition of any rights thereto, in each case except in the ordinary course of business consistent with past practice; (13) any payment by any Obligor of bonuses or severance pay or any other obligation arising as a result of termination of employment; or (14) any agreement, arrangement or other understanding to do, cause or suffer any of the foregoing.

Absence of Certain Changes or Events. Except as set forth Since August 31, 1996, there has not been any material adverse change in Section 4.12 the business, operations, properties, assets, liabilities, condition (financial or other), results of operations or prospects of the OrthAlliance Disclosure ScheduleCompany, since December 31nor, 2000except as disclosed in SCHEDULE 4.8 has there been: (i) any damage, none of OrthAlliance destruction or its Subsidiaries has: loss (awhether or not covered by insurance) operated other than alone or in the aggregate, materially adversely affecting the properties or business of the Company; (ii) any change in the authorized capital stock of the Company or in its securities outstanding or any change in the Stockholder's ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company; (iv) any increase in the compensation payable or to become payable by the Company to the Stockholder or any of its officers, directors, employees, consultants or agents, except for ordinary course of business consistent and customary bonuses and salary increases for employees in accordance with past practice; ; (bv) incurredany work interruptions, experienced labor grievances or suffered claims filed, or any OrthAlliance Material Adverse Effect; proposed law, regulation or event or condition of any character materially adversely affecting the business or future prospects of the Company; (cvi) acquired any sale or agreed transfer, or any agreement to acquire sell or transfer, any material assets, properties or entered into rights of the Company to any OrthAlliance Service person, including, without limitation, the Stockholder and Consulting Agreements their affiliates; (vii) any cancellation, or acquisition agreements agreement to cancel, any indebtedness or other obligation owing to the Company; (or similar agreementsviii) with any orthodontistsincrease in the Company's indebtedness, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except other than accounts payable incurred in the ordinary course of business; (ix) any plan, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of or encumbered any the assets, other than in property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of business and consistent with past practicethe Company's business; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (exiii) except in any material transaction by the Company outside the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 3.9 of the OrthAlliance Disclosure ScheduleCompany Schedule or in the Unaudited Financial Statements, since December 31, 20002004, none of OrthAlliance or its Subsidiaries hasthere has not been: (ai) operated any Material Adverse Effect on the Company and no event has occurred or circumstance has arisen that, in combination with any event or circumstance, would or would be expected to result in a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend on, or other than distribution (whether in cash, stock or property) in respect of, any of the Company’s capital stock, or any purchase, redemption or other acquisition by the Company of any of the Company’s capital stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of the Company’s capital stock, (iv) any granting by the Company of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with payment by the Company of any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisebonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by the Company of any increase in severance or termination pay or any entry by the Company, except for any such entry in the ordinary course of business consistent with past practice, into any currently effective employment, severance, termination or indemnification agreement, or any entry by the Company into any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (jv) institutedentry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, settled or agreed to settle, (vi) any material litigationchange by the Company in its accounting methods, action principles or proceeding before any courtpractices, arbitrator or governmental body; (kvii) made any tax election or settled or compromised any tax liability, or made any change in the auditors of the Company, (vii) any method issuance of accounting for taxes or accounting policy with respect to taxes; capital stock of the Company, (lviii) changed any revaluation by the Company of any of its assets, including, without limitation, writing down the accounting methods value of capitalized inventory or policies used by it; writing off notes or accounts receivable or any sale of assets of the Company other than in the ordinary course of business, (mix) paid, discharged or satisfied any material claims, liabilities suits, actions or obligations proceedings commenced or settled by the Company or (absolute, accrued, asserted x) any material transaction or unasserted, contingent any other material action taken by the Company outside the ordinary course of business or otherwise), other than the payment,inconsistent with past practices.

Absence of Certain Changes or Events. Except for any changes resulting or relating to the build-out of the KCDT network, since June 30, 1996, except as contemplated in this Agreement or set forth in Section 4.12 of the OrthAlliance Disclosure ScheduleFinancial Statements or Schedule 2.11 hereto, since December 31, 2000, none of OrthAlliance or its Subsidiaries has: there has not been: (a) operated Any change in the business, financial condition, or operations of the Company taken as a whole that has resulted in a Material Adverse Effect; (b) Any declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) to any shareholder of the Company with respect to any securities of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of any of its securities; (c) Any increase (other than increases in accordance with past practice) in compensation or other remuneration payable by the Company to or for the benefit of or committed to be paid to or for the benefit of any shareholder, director, officer, agent, or employee of the Company who received salary in fiscal year 1995 in excess of $60,000, or in any benefits granted under any Plan with or for the benefit of any such shareholder, director, officer, agent, or employee; (d) Any material transaction entered into or carried out by the Company other than in the ordinary course of business; (e) Any borrowing or incurrence of any other indebtedness, contingent or other, of a material amount by or on behalf of the Company; or any endorsement, assumption, or guarantee of payment or performance of any loan or obligation of any other person or entity by the Company; (f) Any material change made by the Company in its methods of doing business consistent or of accounting; (g) Any grant by the Company of any mortgage, security interest, or other encumbrance with past practice; respect to any of the assets and property, real and personal, tangible and intangible, of the Company (bthe "Property"); (h) incurredAny sale, experienced lease, or suffered disposition of, or any OrthAlliance agreement to sell, lease, or dispose of, any of its Property other than arm's-length sales, leases, or dispositions in the ordinary course of business of the Company or which would not have a Material Adverse Effect, to persons other than Affiliates of the Company or the Company; (i) Any loan or advance made by the Company to any person or entity except for advances not material in amount made in the ordinary course of business to employees who are not Affiliates of the Company; or (cj) acquired disposed of or agreed permitted to acquire lapse any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseIntellectual Property as defined in Section 2.14, except as would not have an Material Adverse Effect; (k) issued, sold or transferred any stock, bond, debenture or other corporate security of the Company, whether newly issued or held in treasury; (l) experienced damage, destruction or loss (whether or not covered by insurance) having a Material Adverse Effect; (m) guaranteed the obligation of any person, firm or corporation or other entity, except by the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, consistent with past practice; or (dn) transferred, leased, licensed, sold, mortgaged, pledged, disposed of Any binding commitment or encumbered any assets, other than in agreement by the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or Company to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed do any of the accounting methods or policies used by it; foregoing items (b) through (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 Schedule 2.9 hereto or in the Stub Financial Statements, since January 1, 2006, there has not been: (i) any Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the OrthAlliance Disclosure ScheduleCompany’s stock, since December 31or any purchase, 2000redemption or other acquisition by the Company of any of the Company’s capital stock or any other securities of the Company or any options, none warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of OrthAlliance any of the Company’s capital stock, (iv) any granting by the Company of any increase in compensation or its Subsidiaries has: (a) operated other than fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with payment by the Company of any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisebonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by the Company of any increase in severance or termination pay or any entry by the Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (jv) institutedentry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, settled or agreed to settle, (vi) any material litigationchange by the Company in its accounting methods, action principles or proceeding before any courtpractices, arbitrator or governmental body; (kvii) made any tax election or settled or compromised any tax liability, or made any change in the auditors of the Company, (viii) any method issuance of accounting for taxes capital stock of the Company, (ix) any revaluation by the Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or accounting policy with respect writing off notes or accounts receivable or any sale of assets of the Company other than in the ordinary course of business, or (x) any agreement, whether written or oral, to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except Since September 30, 2002, except as set forth contemplated by this Agreement or disclosed in Section 4.12 any SEC Report filed since September 30, 2002 and prior to the date of this Agreement, the Company and its Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since September 30, 2002, there has not been (a) any change in the business, operations, properties, condition (financial or otherwise), assets or liabilities (including, without limitation, contingent liabilities) or prospects of the OrthAlliance Disclosure Schedule, since December 31, 2000, none of OrthAlliance Company or its Subsidiaries has: having individually or in the aggregate, a Company Material Adverse Effect, (ab) operated any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or its Subsidiaries and having individually or in the aggregate, a Company Material Adverse Effect, (c) any change by the Company in its accounting methods, principles or practices, (d) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice; , (be) incurredany declaration, experienced setting aside or suffered payment of any OrthAlliance Material Adverse Effect; dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities, (cf) acquired any increase in or agreed to acquire establishment of any material assetsbonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, except or any other increase in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts compensation payable or to become payable under to any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement officers or other employee benefit plan agreement key employees of the Company or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with orits Subsidiaries, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , (g) any new or change to a material election in respect of Taxes, any amendment of a Tax Return, any adoption or change to an accounting method in respect of Taxes, any entering into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or any consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with any Governmental Authority, (h) any change to the Company's certificate of incorporation, (i) any settlement or compromise by the Company of legal actions whether threatened or pending, (j) instituted, settled or agreed to settle, the entry by the Company into any material litigationagreement other than in the ordinary course of business, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election issuance of any capital stock of the Company or settled any securities convertible or compromised exchangeable for shares of capital stock of the Company or any tax liabilitysecurities, warrants, options or made rights to purchase any change in any method of accounting for taxes or accounting policy with respect the foregoing (except pursuant to taxes; the exercise of options and pursuant to the Employee Stock Purchase Plan), (l) changed any capital expenditures by the Company in excess of $250,000 in the accounting methods or policies used by it; aggregate, (m) paid, discharged the pledge or satisfied encumbrance of any asset material claims, liabilities to the Company or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than n) the payment,issuance of any loan by the Company.

Absence of Certain Changes or Events. Except Since January 31, 1998, except as set forth contemplated by this Agreement or as disclosed in Section 4.12 the SEC Reports filed and publicly available prior to the date of this Agreement or as disclosed in Schedule 3.8 to the Company Disclosure Letter, the Company and its subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been: (i) any changes in the assets, liabilities, results of operation, financial condition or business of the OrthAlliance Disclosure ScheduleCompany or any of its subsidiaries having or reasonably likely to have a Material Adverse Effect; (ii) any condition, since December 31event or occurrence which, 2000individually or in the aggregate, none is reasonably likely to have a Material Adverse Effect; (iii) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of OrthAlliance the Company or any of its Subsidiaries has: subsidiaries which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect; (aiv) operated any change by the Company in its accounting methods, principles or practices; (v) any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any entry by the Company or any of its subsidiaries into any commitment or transactions material to the Company and its subsidiaries taken as a whole (other than commitments or transactions entered into in the ordinary course of business); (vii) any declaration, setting aside or payment of any dividends or distributions in respect of the Shares other than the regular quarterly dividend in the amount of $.32 per share; (viii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company or any of its subsidiaries, except for increases in base compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consultingconsulting or severance agreement or arrangement entered into with any such present or former directors, change in control, severance officers or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; or (fix) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other personaction which, except in if it had been taken after the ordinary course date hereof, would have required the consent of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,Parent under Section 5.1.

Absence of Certain Changes or Events. (a) Except as otherwise set forth in Section 4.12 on Schedule 5.07 of the OrthAlliance Parent Disclosure Schedule, since December 31June 30, 20002000 and prior to the date hereof, none there has not been (i) any event that could reasonably be expected to prevent or materially delay the performance of OrthAlliance Parent's obligations pursuant to this Agreement and the consummation of the Merger by Parent, (ii) any material change by Parent in its accounting methods, principles or its Subsidiaries has: practices, (aiii) operated any declaration, setting aside or payment of any dividend or distribution in respect of the Parent Common Shares or any redemption, purchase or other than acquisition of any of Parent's securities, (iv) except in the ordinary course of business consistent with past practice; , any increase in the compensation or benefits or establishment of any new bonus, insurance, severance, change in control, deferred compensation, pension, retirement, profit sharing, stock option (b) incurredincluding, experienced without limitation, the granting of stock options, stock appreciation rights, performance awards or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Parent or any Parent Subsidiary, (v) any issuance or sale of any stock, notes, bonds or other securities other than pursuant to the exercise of outstanding securities, or entering into any agreement with respect thereto, (vi) any amendment to the Parent's Articles of Association, bylaws or comparable charter documents, (vii) other than in the ordinary course of business, any (x) purchase, sale, assignment or transfer of any material assets (it being understood that the purchase of a business or of any equity or other ownership interest in any entity shall not be deemed to occur in the ordinary course of business), (y) mortgage, pledge or the institution of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, except for liens for Taxes not yet delinquent and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Parent Material Adverse Effect, or (z) waiver of any rights of material value or cancellation or any material debts or claims, or (viii) any entering into any transaction of a material nature other than in the ordinary course of business, consistent with past practice; practices. (db) transferredExcept as otherwise set forth on Schedule 5.07 of the Parent Disclosure Schedule, leasedsince June 30, licensed2000, sold, mortgaged, pledged, disposed of or encumbered any assets, other than Parent and the Parent Subsidiaries have conducted their businesses only in the ordinary course of business and consistent with past practice; practice and, since such date, there has not been (ei) any Parent Material Adverse Effect, (ii) any incurrence of any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Parent or any Parent Subsidiary, (iii) any incurrence of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business, consistent with past practice, adopted or (iv) any newimpairment, modification or event, or amended notice of any pending or otherwise increasedthreatened impairment, modification or event which could be reasonably expected to result in a loss, impairment, or accelerated the payment or vesting diminution in value on a going forward basis of Parent's contractual and business relationships with any of the amounts payable customers, vendors and suppliers, whose names are set forth on Schedule 5.07(b) of the Parent Disclosure Schedule, other than any impairment modification or event which could not reasonably be expected to become payable under any existingresult in a loss of Parent's relationship with such customer, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement vendor or other employee benefit plan agreement supplier or arrangement, entered into any employment, consulting, a loss of a material amount of business or a material change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy profit margins with respect to taxes; (l) changed any of the accounting methods such customer, vendor or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,supplier.

Absence of Certain Changes or Events. (a) Since December 31, 2015, there has been no change or development or combination of changes or developments which, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on LSBG. (b) Since December 31, 2015, each of LSBG and its Subsidiaries has carried on its business only in the ordinary and usual course of business consistent with its past practices (except for the incurrence of expenses in connection with this Agreement). (c) Except as set forth in Section 4.12 of the OrthAlliance LSBG Disclosure ScheduleSchedule 3.10, since December 31, 20002015, none of OrthAlliance LSBG or any of its Subsidiaries has: has (ai) operated other than in increased the ordinary course of business consistent with past practice; (b) incurredwages, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assetssalaries, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other fringe benefits or perquisites payable to any officer, employee benefit plan agreement or arrangementdirector from the amount thereof in effect as of December 31, 2015, granted any severance or termination pay, entered into any employment, consulting, change in control, contract to make or grant any severance or similar agreement termination pay, or paid any bonus, (ii) declared, set aside or paid any dividend or other distribution (whether in cash, stock or property) with orrespect to any of its capital stock, (iii) effected or authorized any split, combination or reclassification of any of its capital stock or any issuance or issued any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) changed any accounting methods (or underlying assumptions), principles or practices affecting its assets, liabilities or business, including any reserving, renewal or residual method, practice or policy, except in accordance with the existing written agreementsGAAP, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (kv) made any tax election or settled any settlement or compromised compromise of any income tax liability, or (vi) made any material change in any method of accounting for taxes its policies and procedures in connection with underwriting standards, origination, purchase and sale procedures or accounting policy hedging activities with respect to taxes; any Loans, (lvii) changed suffered any strike, work stoppage, slow-down, or other labor disturbance, (viii) been a party to a collective bargaining agreement, contract or other agreement or understanding with a labor union or organization, (ix) had any union organizing activities or (x) made any agreement or commitment (contingent or otherwise) to do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except as otherwise set forth in Section 4.12 on Schedule 4.08 of the OrthAlliance Company Disclosure Schedule, since December 31June 30, 20001999, none Company and the Company Subsidiaries have conducted their businesses only in the ordinary course consistent with past practice and, since such date, there has not been (i) any Company Material Adverse Effect, (ii) any event that may reasonably be expected to prevent or materially delay the performance of OrthAlliance Company's obligations pursuant to this Agreement and the completion of the Arrangement by Company, (iii) any change by Company in its accounting methods, principles or its Subsidiaries has: practices, (aiv) operated any declaration, setting aside or payment of any dividend or distribution in respect of the Company Common Shares or any redemption, purchase or other acquisition of any of Company's securities, (v) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers, directors or employees of Company or any Company Subsidiary, (vi) any issuance or sale of any stock, notes, bonds or other securities other than pursuant to the exercise of outstanding securities, or entering into any agreement with respect thereto, (vii) any amendment to the Company's certificate of incorporation or bylaws, (viii) other than in the ordinary course of business, any (x) purchase, sale, assignment or transfer of any material assets, (y) mortgage, pledge or the institution of any Encumbrance on any material assets or properties, tangible or intangible, except for liens for taxes not yet delinquent and such other Encumbrances which do not, individually or in the aggregate, have a Company Material Adverse Effect, or (z) waiver of any rights of material value or cancellation or any material debts or claims, (ix) any incurrence of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice; , (bx) incurredany incurrence of any damage, experienced destruction or suffered similar loss, whether or not covered by insurance, materially affecting the business or properties of Company or any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assetsCompany Subsidiary, or entered (xi) any entering into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except transaction of a material nature other than in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,practices.

Absence of Certain Changes or Events. Except as set forth disclosed in the SEC Documents (including exhibits thereto) filed and publicly available prior to the date of this Agreement and the proof dated June 13, 1998 of Amendment No. 1 to the Registration Statement on Form S-3 of the Company (Registration No. 333-55883) (the "S-3 Amendment") in the form heretofore delivered to Purchaser (the "Filed SEC Documents"), or in the Disclosure Letter, from the date of the most recent audited financial statements included in the Filed SEC Documents to the date of this Agreement, the Company and each of its Subsidiaries has conducted its business only in the ordinary course and there has not been (i) any material adverse effect on the Company and its Subsidiaries taken as a whole, (ii) any event or occurrence that would have a material adverse effect on the Company and its Subsidiaries taken as a whole, (iii) any declaration, setting aside or payment of any dividends or distributions in respect of the Shares other than the regular quarterly dividend in the amount of $0.70 per Share, (iv) any split, combinations or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (v) except as contemplated by Section 7.4 hereof, (A) any granting by the Company or any of its Subsidiaries to any executive officer of the Company or any of its Subsidiaries of any increase in compensation, except as was required under employment agreements or benefit plans in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (B) any granting by the Company or any of its Subsidiaries to any such officer of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed SEC Documents, (C) any entry by the Company or any of its Subsidiaries into any employment, severance or termination agreement or arrangement with any officer or employee or (D) any increase in benefits available under or establishment of any Benefit Plan (as defined in Section 4.12 4.10) (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards or the OrthAlliance Disclosure Scheduleamendment or acceleration of vesting of any existing stock options, since December 31stock appreciation rights, 2000performance awards or restricted stock awards), none of OrthAlliance or its Subsidiaries has: (a) operated other than except in the ordinary course of business consistent with past practice; , (bvi) incurredany damage, experienced destruction or suffered loss to physical properties owned or used by the Company, whether or not covered by insurance, that would have a material adverse effect on the Company and its Subsidiaries, taken as a whole, (vii) any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire revaluation by the Company of any of its material assets, (viii) except as provided in Section 7.4, any actual or entered into approved acceleration of vesting or conversion of contingent restricted shares of stock or other amendment to or modification of outstanding Company Stock Options, DSCs, phantom stock units or contingent of performance-based restricted stock, or (ix) any OrthAlliance Service material change by the Company in its accounting principles or practices except insofar as may have been required by a change in generally accepted accounting principles. Except as and Consulting Agreements to the extent set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, or acquisition agreements (in any subsequent Filed SEC Document or similar agreements) with the Disclosure Letter, neither the Company nor any orthodontistsof its Subsidiaries has any liabilities or obligations of any nature, dentists whether or professional entitiesnot accrued, either directly or indirectly, by purchase, merger, stock purchase contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of for liabilities or encumbered any assets, other than obligations incurred in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of businesssince December 31, consistent with past practice1997, adopted any newthat would not, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries individually or in the ordinary course of business consistent with past practice); (j) institutedaggregate, settled or agreed to settle, any have a material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,adverse effect.

Absence of Certain Changes or Events. Except as set forth in disclosed on Section 4.12 4.08 of the OrthAlliance Company Disclosure ScheduleSchedule or as permitted by Section 6.01 after the date hereof, since December 31, 20002004, none (i) the Company has conducted its business only in the ordinary and usual course of OrthAlliance or its Subsidiaries has: business, (ii) neither the Company nor any Company Subsidiary has experienced a Company Material Adverse Effect and (iii) neither the Company nor any Company Subsidiary has taken any of the following actions: (a) operated (i) declared, set aside or paid any dividends on, or made any other distributions in respect of, any of its capital stock, other than (A) regular quarterly cash dividends on the Company Common Stock at a rate not in excess of the ordinary course regular quarterly cash dividend most recently declared by the Company prior to the date of business consistent with past practice; this Agreement and (B) dividends and distributions by a Company Subsidiary to its parent, (ii) split, combined or reclassified any of its capital stock or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iii) purchased, redeemed or otherwise acquired any shares of capital stock of the Company or any Company Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities or (iv) adopted a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization of the Company or any of the Company Subsidiaries; (b) incurredother than grants of Company Stock Options and Company Restricted Shares and issuances pursuant to the exercise of Company Stock Options, experienced authorized for issuance, issued, delivered, sold or suffered granted (i) any OrthAlliance Material Adverse Effect; shares of its capital stock, (ii) any Voting Company Debt or other voting securities, (iii) any securities convertible into or exchangeable for, or any options (including Company Stock Options), warrants or rights to acquire, any such shares, voting securities or convertible or exchangeable securities or (iv) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units; (c) amended its certificate of incorporation, by-laws or other comparable charter or organizational documents; (d) acquired or agreed to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any Person or division thereof or (ii) any assets outside the ordinary and usual course of business; (e) except as disclosed in Section 4.08(e) of the Company Disclosure Schedule, (i) granted to any officer or director of the Company or any Company Subsidiary any material assetsincrease in compensation or fringe benefits, (ii) granted to any present or former employee, officer or director of the Company or any Company Subsidiary any increase in severance or termination pay, (iii) entered into or amended any employment, consulting, indemnification, severance or termination agreement with any such present or former employee, officer or director, (iv) established, adopted, entered into or amended in any material respect any Company Plan, (v) taken any action to accelerate any rights or benefits, or entered into made any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except material determinations not in the ordinary and usual course of business, consistent with past practice; under any Company Plan or (dvi) transferredloaned or advanced money or other property in excess of $25,000 to any present or former employee, leasedofficer or director of the Company or any Company Subsidiary; (f) made any change in accounting methods, licensed, sold, mortgaged, pledged, disposed of principles or encumbered any practices affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP; (g) made or agreed to make any new capital expenditure or expenditures that, individually, is in excess of $100,000 or, in the aggregate, are in excess of $2,000,000; (h) other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary usual course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax Tax election or settled or compromised any tax liabilitymaterial Tax liability or refund; (i) settled any material Proceeding to which the Company or any Company Subsidiary was or is a party; (j) entered into, renewed, terminated or amended in any material respect any Real Property Lease; or (k) authorized any of, or made committed or agreed to take any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of of, the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing actions.

Absence of Certain Changes or Events. Except as set forth The Company, has conducted its businesses only in Section 4.12 the ordinary course consistent with past practice, and there has not been any material adverse change with respect to the Company. Since the date of the OrthAlliance Disclosure Schedulelast Company Financial Statements, since December 31there has not been (i) any declaration, 2000setting aside or payment of any dividend or other distribution with respect to the Company’s capital stock or any redemption, none purchase or other acquisition of OrthAlliance any of its capital stock, (ii) any split, combination or reclassification of any of the Company’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiaries has: capital stock, (aiii) operated other than any material change in accounting methods, principles or practices by the Company (except insofar as may be required by a change in GAAP), (iv) (w) any granting by the Company, to any executive officer of the Company of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of the date of the last Company Financial Statements, (x) any granting by the Company to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of the date of the last Company Financial Statements, (y) except employment arrangements in the ordinary course of business consistent with past practice; (b) incurredpractice with employees other than any executive officer of the Company, experienced any entry by the Company into any employment, severance or suffered termination agreement with any OrthAlliance Material Adverse Effect; (c) acquired such employee or agreed to acquire any material assetsexecutive officer, or entered into (z) any OrthAlliance Service and Consulting Agreements increase in or acquisition agreements establishment of any bonus, insurance, deferred compensation, pension, retirement, profit-sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or similar agreements) with restricted stock awards or the amendment of any orthodontistsexisting stock options, dentists stock appreciation rights, performance awards or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan or agreement or arrangement, except (v) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Company, (vi) any amendments or changes in the certificate or articles of incorporation or bylaws of the Company, (vii) any material revaluation by the Company of any of its assets, including writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business, consistent with past practice; (dviii) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than increase in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,debt over $100,000.

Absence of Certain Changes or Events. Since the Broadbase Balance Sheet Date, Broadbase has carried on its business in the ordinary course substantially in accordance with the procedures and practices in effect on the Broadbase Balance Sheet Date. (a) Except as set forth in Section 4.12 Item 5.8 of the OrthAlliance Broadbase Disclosure ScheduleLetter, since December 31the Broadbase Balance Sheet Date there has not been any change, 2000circumstance or effect that is or is reasonably likely to be materially adverse to the business, none employees, assets (including intangible assets), capitalization, financial condition, operations or results of OrthAlliance operations of Broadbase and its subsidiaries, taken as a whole. (b) Except as set forth in Item 5.8 or permitted by the terms of this Agreement, since the Broadbase Balance Sheet Date, Broadbase has not: (i) amended its Subsidiaries hascertificate of incorporation, bylaws or any other charter document; (ii) declared, set aside or paid any dividend on, or made any other distribution in respect of, its capital stock, or made any changes in any rights, preferences, privileges or restrictions of any of its outstanding capital stock; (iii) effected any split, stock dividend, combination or recapitalization of its capital stock or any direct or indirect redemption, purchase or other acquisition by Broadbase of its capital stock; or (iv) consummated any transaction relating to a merger, consolidation, sale of all or substantially all of its assets. (v) incurred any obligation or liability to any of its officers, directors, stockholders or affiliates, or made any loans or advances to any of its officers, directors, stockholders or affiliates, except normal compensation and expense allowances payable to officers or directors; (vi) sold, issued, granted or authorized the issuance or grant of: (aA) operated any shares of its capital stock of any class or other security (other than (1) options issued to employees in the ordinary course of business consistent with past practice, or (2) pursuant to exercise of outstanding stock options); (bB) incurredany option, experienced call, warrant, obligation, subscription, or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed other right to acquire any material assets, capital stock or any other security or (C) any instrument convertible into or exchangeable for any capital stock or other security; or accelerated the vesting of any outstanding option or other security; (vii) made or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay understanding to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), foregoing other than as disclosed in Item 5.8 of the payment,Broadbase Disclosure Letter.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of During the OrthAlliance Disclosure Scheduleperiod between the Company Balance Sheet Date and the date hereof, since December 31, 2000, none of OrthAlliance or Company and its Subsidiaries has: (a) subsidiaries have operated other than their business in the ordinary course of business consistent with past practice; , and since such date there has not been: (a) any Material Adverse Effect on Company and change or Effect (as defined in Section 9.3(b)(iv)) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company; (b) incurredany declaration, experienced setting aside or suffered payment of any OrthAlliance Material Adverse Effect; dividend on, or other distribution (whether in cash, stock, or property) in respect of, any of Company’s or any of its subsidiaries’ capital stock, or any direct or indirect purchase, redemption or other acquisition by Company of any of Company’s capital stock or any other securities of Company or its subsidiaries, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from former service providers following their termination pursuant to the terms of their pre-existing stock option or purchase agreements or the Company Option Plans; (c) acquired any split, combination or agreed reclassification of any of Company’s or any of its subsidiaries’ capital stock; (d) (i) any granting by Company or any of its subsidiaries of any increase in compensation (cash, equity or otherwise), except for normal increases of base cash compensation to acquire non-officer Employees (as defined in Section 3.11(a)(iv)) pursuant to performance reviews held in the ordinary course of business consistent with past practice (in any material assetsevent not exceeding 10% of base salary), or entered (ii) any change to the employment status or title of any officer, director, or employee of Company or any of its subsidiaries; or (iii) any payment by Company or any of its subsidiaries of any bonus (including any special bonus or special remuneration (cash, equity or otherwise), except for cash bonuses made to non-officer employees in the ordinary course of business consistent with past practice (in any event not exceeding 10% of base salary), or (iv) any granting by Company or any of its subsidiaries of any increase in severance or termination pay (cash, equity or otherwise) or (v) any entry by Company or any of its subsidiaries into any OrthAlliance Service and Consulting Agreements employment, bonus, severance, termination or acquisition agreements (indemnification plan, policy, agreement or similar agreementsarrangement, or (vi) adoption or amendment of any Company Employee Plan, or execution or amendment of any Employee Agreement (as defined in Section 3.11(a)(v)) (other than, solely with respect to this clause (vi): (A) execution of Company’s standard at-will offer letter, (B) execution of an Employment Agreement with an independent contractor that (1) is on a time and materials basis (a “Time and Materials Contract”), (2) is terminable by Company within 90 days without any orthodontistsliability to Company, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except (3) has been made in the ordinary course of business, consistent with past practice; practices, (d4) transferredhas not resulted in payments or liabilities due and payable in excess of $10,000, leasedand (5) has been made pursuant to Company’s form agreement for independent contractors, licenseda form of which has previously been provided to Acquiror, sold, mortgaged, pledged, disposed (C) execution of or encumbered any assetsan Employment Agreement, other than in the ordinary course of business a Time and consistent with past practice; Materials Contract, that (e1) except is made in the ordinary course of business, consistent with past practicepractices, adopted any new(2) is not for more than an aggregate of $10,000, and (3) has been made pursuant to Company’s form agreement for independent contractors, a form of which has previously been provided to Acquiror, or amended (D) where required by applicable law or otherwise increasedthe terms of this Agreement); (e) any waiver of any stock repurchase rights, acceleration, amendment or change of the period of exercisability of options, restricted stock or any other equity or similar incentive awards (including without limitation any long-term incentive awards), or accelerated the payment or vesting repricing of the amounts payable or to become payable options granted under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent director or group of employees, other stock plans or increased the compensation or benefits authorization of any officer, director, key employee, consultant, agent or group cash payments in exchange for any options granted under any of employees; such plans; (f) modified, amended, canceled entry by Company or terminated, any of its subsidiaries into any licensing or suffered other Contract with regard to the acquisition or received notice disposition of any Intellectual Property (as defined in Section 3.18) other than the termination grant by Company or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except its subsidiaries to end users of licenses to Company Products in the ordinary and usual course of business and business, consistent with past practice; , or any amendment or consent with respect to any licensing agreement filed or required to be filed by Company with the SEC; (g) incurred any change by Company in its accounting methods, principles or modified practices, except as required by concurrent changes in GAAP or by the SEC; (h) any revaluation by Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of Company other than in the ordinary and usual course of business, consistent with past practice; (i) any making or entry into any Contract with respect to any acquisition, sale or transfer of any material indebtedness asset of Company and its subsidiaries, taken as a whole (other than such Contracts by or among Company and its wholly owned subsidiaries); (j) any deferral of the payment of any accounts payable other liability, except than in the ordinary course of business, consistent with past practice; (h) assumedpractices, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations in an amount in excess of any other person, except $50,000 in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; aggregate; (k) made any tax election amendment or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; the Company Charter Documents; (l) changed incurrence, creation or assumption by Company or any of its subsidiaries of any Encumbrance, any discharge of any material liability in excess of $50,000 or material Encumbrance material to Company and its subsidiaries; (m) damage, destruction or loss of any material property or material asset, of Company or any of its subsidiaries, whether or not covered by insurance; (n) any making or changing of any material Tax election, adopting or changing any Tax accounting method, entering into any closing agreement, settling or compromising any material Tax liability, filing any material amended Tax Return, or consenting to the extension or waiver of the limitations period applicable to any material Tax claim or assessment; (o) hiring or termination of any employee of Company, promotion or demotion of any officer of Company or resignation or removal of any director of Company; (p) waiver or release of any right or claim of Company or any of its subsidiaries, including any waiver, release or other compromise of any account receivable of Company or any of its subsidiaries; (q) settlement of any lawsuit by Company or any of its subsidiaries, or the settlement of any lawsuit, proceeding or other investigation against Company or any of its subsidiaries or relating to any of their businesses, properties or assets; or (r) agreement by Company or any of its subsidiaries, or any officer or employees on behalf of Company or any of its subsidiaries, to do any of the accounting methods or policies used by it; things described in the preceding clauses (ma) paid, discharged or satisfied any material claims, liabilities or obligations through (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,q) of this Section 3.9.

Absence of Certain Changes or Events. Except as set forth publicly disclosed by Taurus, since March 31, 2004 through the date hereof Taurus and each Taurus Subsidiary has conducted its business only in Section 4.12 the ordinary and regular course of business consistent with past practice and there has not occurred (i) a Material Adverse Change with respect to Taurus or any Taurus Subsidiary, (ii) any redemption, repurchase or other acquisition of Taurus Shares by Taurus, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to Taurus Shares, Taurus US Subsidiary Shares or any securities of Taurus or any Taurus Subsidiary, (iii) any material increase in or modification of the OrthAlliance Disclosure Schedulecompensation payable or to become payable by it to any of its directors or officers, since or any grant to any such director or officer of any increase in severance or termination pay, (iv) any increase in or modification of any bonus, pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its directors or officers, (v) any acquisition or sale of its property or assets aggregating 10% or more of Taurus’s total consolidated property and assets as at December 31, 2000, none of OrthAlliance or its Subsidiaries has: (a) operated 2003 other than in the ordinary and regular course of business consistent with past practice; , (bvi) incurredany entering into, experienced amendment of, relinquishment, termination or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire non-renewal of any material assetscontract, agreement, license, franchise, environmental permit, lease transaction, commitment or entered into any OrthAlliance Service and Consulting Agreements other right or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assetsobligation, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary regular course of business consistent with past practice); , (jvii) institutedany resolution to approve a split, settled combination or agreed reclassification of any of its securities, (viii) any agreement or arrangement to settletake any action which, any material litigationif taken prior to the date hereof, action or proceeding before any court, arbitrator or governmental body; (k) would have made any tax election representation or settled warranty set forth in this Agreement materially untrue or compromised any tax liabilityincorrect as of the date when made, or made or (ix) any change in any method of its accounting for taxes methods, principles or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,practices.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.12 the Company SEC Documents or on Schedule 3.10 of the OrthAlliance Company Disclosure Schedule, since December 31September 30, 20002003, none of OrthAlliance or the Company and its Subsidiaries has: (a) operated other than have conducted their respective businesses only in the ordinary course of business and consistent with past practice; prior practice and during such period there has not been: (a) any event, change or occurrence of any condition that has had or would reasonably be expected to have a Material Adverse Effect on the Company; (b) incurredany declaration, experienced setting aside or suffered payment of any OrthAlliance Material Adverse Effect; dividend or any other distribution with respect to any of the capital stock of the Company or any Subsidiary or any repurchase for value by the Company of any capital stock of the Company or any Subsidiary; (c) acquired any split, combination or agreed to acquire reclassification of any material assetscapital stock of the Company or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, in substitution for shares of capital stock purchase or otherwise, except in of the ordinary course of business, consistent with past practice; Company; (d) transferredany change in accounting methods, leasedprinciples or practices employed by the Company, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than except as may have been required by a change in the ordinary course of business and consistent with past practice; GAAP; (e) except in (i) any granting by the ordinary course of business, consistent with past practice, adopted Company or any new, Subsidiary to any director or amended or otherwise increased, or accelerated the payment or vesting officer of the amounts payable Company or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits Subsidiary of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect theretoincrease in compensation, except in the ordinary course of business or as was required under employment agreements as of September 30, 2003 and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except included in the ordinary course of businessCompany SEC Documents, consistent with past practice; (hii) assumedany granting by the Company or any Subsidiary to any such director or officer any rights, guaranteed, endorsed warrants or otherwise become liable options to acquire any capital stock or responsible (whether directly, contingently convertible securities or otherwise) for material obligations of any other personstock appreciation rights or phantom stock, except in the ordinary course of business or as was required under agreements as of September 30, 2003 and consistent included in the Company SEC Documents, (iii) any granting by the Company or any Subsidiary to any such director or officer of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements as of September 30, 2003 and included in the Company SEC Documents or (iv) any entry by the Company or any Subsidiary into, or any amendment of, any employment, severance or termination agreement with past practiceany such director or officer; or (if) made any action of the type described in Section 5.1 which had such action been taken after the date of this Agreement would be in violation of any such Section. Without limiting the foregoing, since September 30, 2003, there has not occurred any damage, destruction or loss whether or not covered by insurances of any material loans, advances asset of the Company or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of its Subsidiaries which materially affects the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,use thereof.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 Schedule 2.9 hereto or in the Unaudited Financial Statements, since January 1, 2005, there has not been: (i) any Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the OrthAlliance Disclosure ScheduleCompany's stock, since December 31or any purchase, 2000redemption or other acquisition by the Company of any of the Company's capital stock or any other securities of the Company or any options, none warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of OrthAlliance any of the Company's capital stock, (iv) any granting by the Company of any increase in compensation or its Subsidiaries has: (a) operated other than fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with payment by the Company of any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisebonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by the Company of any increase in severance or termination pay or any entry by Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (jv) institutedentry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, settled or agreed to settle, (vi) any material litigationchange by the Company in its accounting methods, action principles or proceeding before any courtpractices, arbitrator or governmental body; (kvii) made any tax election or settled or compromised any tax liability, or made any change in the auditors of the Company, (viii) any method issuance of accounting for taxes capital stock of the Company, (ix) any revaluation by the Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or accounting policy with respect writing off notes or accounts receivable or any sale of assets of the Company other than in the ordinary course of business, or (x) any agreement, whether written or oral, to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except as set forth Since January 1, 2020 to the date hereof, there has not been any change or development in Section 4.12 the business, operations, assets, liabilities, condition (financial or otherwise), results of operations, cash flows or properties of Seacoast or any Seacoast Subsidiary which has had, or would reasonably be expected to have, individually or in the OrthAlliance Disclosure Scheduleaggregate, since December 31a Material Adverse Effect with respect to Seacoast or Seacoast Bank. From January 1, 20002020 to the date hereof, none of OrthAlliance or its Subsidiaries has: neither Seacoast nor any Seacoast Subsidiary has (a) operated made any change in its accounting methods, principles or practices, other than in the ordinary course of business consistent with past practice; changes required by applicable Law or GAAP or regulatory accounting as concurred by Seacoast’s independent accountants, (b) incurredmade any declaration, experienced setting aside or suffered payment of any OrthAlliance Material Adverse Effectdividend or distribution in respect of any of its capital stock or any redemption, purchase or other acquisition of any of its securities; (c) acquired except as required by Law or agreed to acquire in the Ordinary Course of Business, increased or established any material assetsbonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, restricted stock awards, restricted stock unit awards or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerdeferred stock unit awards), stock purchase or otherwise, except in the ordinary course of business, consistent with past practiceother employee benefit plan; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered made any assets, other than increase in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts compensation payable or to become payable under to any existingdirectors, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement officers or employees of Seacoast or any Seacoast Subsidiary (other employee benefit plan agreement than normal salary adjustments to officers and employees made in the Ordinary Course of Business); (e) granted any severance or arrangement, termination pay or entered into any employment, consulting, change in control, Contract to make or grant any severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employeespay; (f) modified, amended, canceled paid any bonus or terminated, or suffered or received notice taken any other action not in the Ordinary Course of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims Business with respect theretoto the compensation or employment of directors, except in the ordinary course officers or employees of business and consistent with past practiceSeacoast or any Seacoast Subsidiary; (g) incurred or modified made any material indebtedness election or other liability, except material change in the ordinary course of business, consistent with past practiceexisting elections for United States federal or state Tax purposes; (h) assumedmade any material change in its credit policies or procedures, guaranteed, endorsed the effect of which was or otherwise become liable is to make any such policy or responsible (whether directly, contingently or otherwise) for procedure less restrictive in any material obligations of any other person, except in the ordinary course of business and consistent with past practicerespect; (i) made any material loans, advances acquisition or capital contributions todisposition of any assets or properties, or investments inentered into any Contract for any such acquisition or disposition, any other person (other than to its wholly-owned Subsidiaries Seacoast Investment Securities or loans and loan commitments purchased, sold, made or entered into in the ordinary course Ordinary Course of business consistent with past practice)Business; (j) institutedreceived any material comments, settled warnings, criticism, or agreed other communication from the SBA, or any other source, as to settlethe enforceability by Seacoast or any Seacoast Subsidiary of Loans that Seacoast or Seacoast Subsidiary originated or serviced, any material litigationimpairment as to the ability of Seacoast or any Seacoast Subsidiary to continue to originate or service, action Loans that are originated under any program administered by or proceeding before related to the SBA, or as to the disqualification, cancellation or termination of any courtLoan by the SBA, arbitrator denial or governmental bodypotential denial by the SBA of a Loan guarantee, or failure of Seacoast or any Seacoast Subsidiary to comply to the regulations, protocols and procedures promulgated by the SBA; and (k) made entered into any tax election lease of real or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise)personal property, other than the payment,in connection with foreclosed property.

Absence of Certain Changes or Events. Except Since September 30, 1996, except as set forth contemplated by this Agreement, disclosed in Section 4.12 3.08 of the OrthAlliance Company Disclosure Schedule, or disclosed in any Company SEC Report filed since December 31September 30, 20001996, none of OrthAlliance or its the Company and the Subsidiaries has: have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since September 30, 1996, there has not been (a) operated any event or events having, individually or in the aggregate, a Company Material Adverse Effect, (b) any change by the Company in its accounting methods, principles or practices, (c) any revaluation by the Company of any material asset (including, without limitation, any writing down or writing up of the value of inventory, writing off of notes or accounts receivable or reversing of any accruals or reserves), other than in the ordinary course of business consistent with past practice; (b) incurredpracdee, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of any entry by the Company or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered Subsidiary into any employment, consulting, change in control, severance commitment or similar agreement with or, except in accordance with transaction material to the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased Company and the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect theretoSubsidiaries taken as a whole, except in the ordinary course of business and consistent in all material respects with past practice; , (ge) incurred other than regular dividends, of which $.01 per share of Company Common Stock was paid in February 1996 and $.012 per share of Company Common Stock was paid in January 1997, any declaration, setting aside or modified payment of any material indebtedness dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other liabilityacquisition of any of its securities, except or (f) other than pursuant to the contracts referred to in Section 3.10 or as expressly provided for in this Agreement, any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, recrement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the ordinary course compensation payable or to become payable to any officers or key employees of business, consistent with past practice; (h) assumed, guaranteed, endorsed the Company or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other personSubsidiary, except in the ordinary course of business and consistent in all material respects with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in . The results of operations for the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other most recently completed fiscal quarter are not materially lower than the payment,results of operations for the immediately preceding fiscal quarter, and there is no reason to believe that the results of operations for the current fiscal quarter will be materially lower than the results of operations for the Company's most recently completed fiscal quarter.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 Since the date of the OrthAlliance Disclosure ScheduleBalance Sheet, since December 31the business of the Company has been conducted in the ordinary course of business consistent with past practices, 2000and there has not been: (i) any event, none occurrence, development or state of OrthAlliance circumstances or its Subsidiaries has: facts which has had, or could reasonably be anticipated to have, individually or in the aggregate, a Material Adverse Effect; (aii) operated any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Capital Stock or Holdings Capital Stock or any repurchase for value by the Company of any Company Capital Stock or by Holdings of any Holdings Capital Stock (other than in connection with the transactions contemplated by this Agreement); (iii) any split, combination or reclassification of any Company Capital Stock or Holdings Capital Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or Holdings Capital Stock (other than in connection with the transactions contemplated by this Agreement); (iv) (A) any granting by any Pike Company to any director, officer or employee of such Pike Company of any increase in compensation, except in the ordinary course of business consistent with past practice; , (bB) incurredany granting by any Pike Company to any such director, experienced officer or suffered employee of any OrthAlliance Material Adverse Effect; severance or termination pay (c) acquired or agreed to acquire any material assetsincrease in such pay), or entered (C) any entry by any Pike Company into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreementsany amendment or termination of) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar termination agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, such director, key officer or employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; ; (fv) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in accounting methods, principles or practices by any method Pike Company materially affecting the consolidated assets, liabilities or results of accounting for taxes or accounting policy operations of the Company, except insofar as may have been required by a change in GAAP; (vi) any material elections with respect to taxes; (l) changed Taxes by any Pike Company or settlement or compromise by any Pike Company of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities Tax liability or obligations refund; or (absolute, accrued, asserted or unasserted, contingent or otherwise), other than vii) any action taken that if taken after the payment,date of this Agreement would violate Section 6.1.

Absence of Certain Changes or Events. Except as set forth disclosed in the Seller's Quarterly Report on Form 10Q for the quarter ended March 31, 1999, in any Current Reports of the Seller on Form 8K filed prior to the date of this Agreement, in Section 4.12 4.7 of the OrthAlliance Seller Disclosure Schedule, in the Seller's proxy statement filed with respect to its 1999 Annual Meeting of stockholders, or as otherwise expressly permitted by this Agreement, since December 31, 20001998, none the Seller and its subsidiaries have not incurred any material liability or obligation of OrthAlliance any nature (whether accrued, absolute, contingent or its Subsidiaries has: otherwise and whether due or to become due), except in the ordinary course of their business consistent with their past practices, nor has there been (a) operated any change in the business, assets, financial condition or results of operations of the Seller or any of its subsidiaries which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Seller or any Significant Subsidiary of the Seller, (b) any change by the Seller or any of its subsidiaries in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting, (c) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Seller or any of its subsidiaries or any redemption, purchase or other acquisition of any of its securities, other than in the ordinary course of business consistent with past practice; , (bd) incurredany increase in or establishment of any bonus, experienced or suffered any OrthAlliance Material Adverse Effect; insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (c) acquired or agreed to acquire any material assetsincluding, without limitation, the granting of stock options, stock appreciation rights, performance awards, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, except or any other increase in the ordinary course compensation payable or to become payable to any directors, officers or employees of businessthe Seller or any of its subsidiaries, consistent with past practice; (d) transferredor any grant of severance or termination pay, leasedor any contract or arrangement entered into to make or grant any severance or termination pay, licensedany payment of any bonus, sold, mortgaged, pledged, disposed or the taking of or encumbered any assets, other than action not in the ordinary course of business and consistent with past practice; respect to the compensation or employment of directors, officers or employees of the Seller or any of its subsidiaries, (e) except in the ordinary course any material acquisition or disposition of business, consistent with past practice, adopted any newassets or properties, or amended any contract for any such acquisition or otherwise increaseddisposition entered into, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights lease of real or claims with respect theretopersonal property entered into, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries in connection with foreclosed property or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of Schedule 2.9 hereto or in the OrthAlliance Disclosure ScheduleUnaudited Financial Statements, since December 31, 20002004, none of OrthAlliance or its Subsidiaries hasthere has not been: (ai) operated any Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other than distribution (whether in cash, stock or property) in respect of, any of the Company's stock, or any purchase, redemption or other acquisition by the Company of any of the Company's capital stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of the Company's capital stock, (iv) any granting by the Company of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with payment by the Company of any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisebonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by the Company of any increase in severance or termination pay or any entry by Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (jv) institutedentry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, settled or agreed to settle, (vi) any material litigationchange by the Company in its accounting methods, action principles or proceeding before any courtpractices, arbitrator or governmental body; (kvii) made any tax election or settled or compromised any tax liability, or made any change in the auditors of the Company, (vii) any method issuance of accounting for taxes capital stock of the Company, or accounting policy with respect to taxes; (lviii) changed any revaluation by the Company of any of its assets, including, without limitation, writing down the accounting methods value of capitalized inventory or policies used by it; (m) paid, discharged writing off notes or satisfied accounts receivable or any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), sale of assets of the Company other than in the payment,ordinary course of business.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement, as set forth in expressly permitted pursuant to Section 4.12 of the OrthAlliance Disclosure Schedule5.1, since December 3130, 20002007, none the Company has conducted its business only in the ordinary course of OrthAlliance business, and during such period there has not been any event, change, effect or its Subsidiaries has: development that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect. Since December 30, 2007 to the date of this Agreement, there has not been (ai) operated any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Capital Stock or any equity security of any Company Subsidiary, (ii) any repurchase (other than pursuant to a Withholding Event) for value by the Company of any Company Capital Stock or any equity security of any Company Subsidiary; (iii) any split, combination or reclassification of any Company Capital Stock or any equity security of any Company Subsidiary, (iv) any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock or any equity security of any Company Subsidiary; (v) except in the ordinary course of business consistent with past practicepractice or as required pursuant to any Company Benefit Plan in effect on December 30, 2007, (A) any granting by the Company or any Company Subsidiary to any current or former director or executive officer of the Company or any Company Subsidiary of any increase in compensation or benefits, (B) any granting by the Company or any Company Subsidiary to any such current or former director or executive officer of any increase in severance or termination pay or (C) any entry by the Company or any Company Subsidiary into, or any amendment of, any employment, consulting, severance or termination agreement with any such current or former director or executive officer; (bvi) incurredany change in accounting methods, experienced principles or suffered practices by the Company or any OrthAlliance Material Adverse EffectCompany Subsidiary materially affecting the consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP; (cvii) acquired or agreed to acquire any material assetselection, or entered into change in a material election, with respect to Taxes by the Company or any OrthAlliance Service and Consulting Agreements Company Subsidiary, any settlement or acquisition agreements compromise by the Company or any Company Subsidiary of any material Tax liability or refund, any filing of an amended Tax Return with respect to material Taxes (except as required by applicable Law), any change in any annual tax accounting period, any closing agreement relating to a material amount of Taxes, any waiver or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except extension of the statute of limitations in respect of Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business) other than, consistent with past practice; (d) transferredin each case, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (eviii) except any purchase, redemption or other acquisition by the Company or any Company Subsidiary of any shares of Company Common Stock or any equity security of any Company Subsidiary or any right, warrant or option to acquire such Company Stock or any equity security of any Company Subsidiary, other than (X) the acquisition by the Company of shares of Company Common Stock in connection with the ordinary course surrender of businessshares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price thereof, consistent (Y) the withholding or repurchase by the Company of shares of Company Common Stock to satisfy tax obligations with past practice, adopted any newrespect to awards granted pursuant to the Company Stock Plans, or amended or otherwise increased, or accelerated (Z) the payment or vesting acquisition by the Company of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change Company Stock Options in control, severance or similar agreement with or, except in accordance connection with the existing written agreementsforfeiture of such awards (each transaction contemplated by clauses (X), granted (Y) or (Z), a “Withholding Event”); or (ix) any severanceaction taken that, change in control or termination pay to any officerif taken between the date hereof and the Closing, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person would be prohibited by Section 5.1 (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practicesubsections (9) and (11) thereof); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as set forth in Section 4.12 of the OrthAlliance Disclosure SchedulePoint SEC Reports, since December 31, 20002006, none of OrthAlliance or its Point and the Point Subsidiaries has: (a) operated other than have conducted their businesses only in the ordinary course of business consistent with past practice; , and except as set forth in the Point SEC Reports or on Schedule 3.8 of the Point Disclosure Schedule, there has not been (a) any Material Adverse Effect on Point, (b) incurredany declaration, experienced setting aside or suffered payment of any OrthAlliance Material Adverse Effect; dividend or other distribution (whether in cash, stock or property) with respect to any of Point’s capital stock, (c) acquired any split, combination or agreed to acquire reclassification of any material assetsof Point’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontistsin substitution for shares of its capital stock, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred(i) any granting by Point or any Point Subsidiary to any current or former director, leasedofficer or employee of Point or any of the Point Subsidiaries of any increase in compensation, licensedbonus or other benefits, sold(ii) any granting by Point or any of the Point Subsidiaries to any such current or former director, mortgagedofficer or employee of any increase in severance or termination pay, pledged, disposed (iii) any entry by Point or any of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any newPoint Subsidiaries into, or amended or otherwise increasedany amendment of, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensationemployment, deferred compensation, consulting, severance, profit sharingtermination or indemnification agreement with any such current or former director, stock optionofficer or employee, stock purchaseor (iv) any amendment to, or modification of, any option outstanding under the Point Stock Option Plan, (e) any damage, destruction or loss, whether or not covered by insurance, pensionthat would be reasonably likely to have a Material Adverse Effect on Point, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modifiedany change in accounting methods, amendedprinciples or practices by Point materially affecting its assets, canceled liabilities or terminatedbusinesses, except insofar as may have been required by a change in GAAP, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred any Tax election that would be reasonably likely to have a Material Adverse Effect on Point or modified any of its tax attributes or any settlement or compromise of any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any income tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except (a) for transactions ------------------------------------ contemplated by this Agreement, (b) for transactions occurring after the date hereof that are expressly permitted under Section 5.2 of this Agreement and (c) as set forth in Section 4.12 3.7 of the OrthAlliance Company Disclosure Schedule, since December 31September 26, 20001999, none of OrthAlliance or its Company and the Company Subsidiaries has: (a) operated other than have conducted their business in all material respects only in the ordinary course course, and there has not been (i) any change, effect or development in the business, properties, condition (financial or otherwise) or results of business consistent with past practice; (b) incurred, experienced operations of Company or suffered any OrthAlliance Company Subsidiaries which has had or could reasonably be expected to have a Company Material Adverse Effect; (cii) acquired any declaration, setting aside or agreed payment of any dividend or other distribution (whether in cash, stock or property) with respect to acquire Company's or any material assetsCompany Subsidiary's capital stock interests, (iii) any split, combination or reclassification of Company's or any Company Subsidiary's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iv) (A) any granting by Company or any Company Subsidiary to any employee of any increase in compensation (other than as would be permitted under Section 5.2 of this Agreement if granted after the date hereof), (B) any granting by Company or any Company Subsidiary to any such employee of any increase in severance or termination pay, or entered into (C) any OrthAlliance Service and Consulting Agreements entry by the Company or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered Company Subsidiary into any employment, consulting, change in control, severance or similar termination agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key such employee, consultant(v) any material damage, agent destruction or group of employeesloss, whether or not covered by insurance, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (fvi) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in accounting methods, principles or practices by Company or any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claimsCompany Subsidiary affecting its assets, liabilities or obligations (absolutebusiness, accrued, asserted or unasserted, contingent or otherwise), other than except insofar as may have been required by a change in GAAP and described in Section 3.7 of the payment,Company Disclosure Schedule.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.12 ------------------------------------ ------- 4.1(f) of the OrthAlliance Company Disclosure Schedule, since December 31September 30, 20002001, none the Company ------ has conducted its business in the ordinary course consistent with past practice, and there has not been: (i) any change, event or condition with respect to the Company that has had a Material Adverse Effect on the Company; (ii) any declaration, setting aside or payment of OrthAlliance any dividend (whether in cash, stock or property) with respect to any of the Company's capital stock; (iii) (A) any granting by the Company to any executive officer of the Company of any increase in compensation, (B) any granting by the Company to any such executive officer of any increase in severance or termination pay, or (C) any entry by the Company into any employment, severance or termination agreement with any such executive officer, except, in each case in this subsection (iii), such grants or entries that would not have a Material Adverse Effect on the Company; (iv) any amendment, waiver or forgiveness of any material term of any outstanding equity or debt security of the Company; (v) any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, the Company, except as contemplated by any employee benefit plans of the Company; (vi) any material damage, destruction or other property loss, whether or not covered by insurance; or (vii) any change in accounting methods, principles or practices by the Company, except insofar as may have been required by a change in GAAP. Furthermore, except as disclosed in Section 4.1(f) of the Company -------------- Disclosure Schedule, since September 30, 2001, to the Company's Knowledge, neither the Company nor any of its Subsidiaries has: officers, directors or agents in their representative capacities on behalf of the Company have: (aviii) operated taken any action or entered into or agreed to enter into any transaction, agreement or commitment other than in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance that would have a Material Adverse Effect; Effect on the Company; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (mix) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted accrued or unasserted, contingent or otherwise), contingent) other than the payment,, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, liabilities and obligations reflected or reserved against in the Financial Statements or incurred in the ordinary course of business and consistent with past practice since September 30, 2001, or prepaid any material obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred; (x) permitted or allowed any of its material property or assets (real, personal or mixed, tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, institutional control, restriction or charge, except (A) conditional sales or similar security interests granted in connection with the purchase of equipment or supplies in the ordinary course of business, (B) assessments for current taxes not yet due and payable, (C) landlord's liens for rental payments not yet due and payable, and (D) mechanics', materialmens', carriers' and other similar statutory liens securing indebtedness that is in the aggregate less than $10,000, was incurred in the ordinary course of business or is not yet due and payable; (xi) written down the value of any inventory or written off as uncollectible any notes or accounts receivable, except for write-downs and write-offs that are in the aggregate less than $10,000, incurred in the ordinary course of business or consistent with past practice; (xii) sold, transferred or otherwise disposed of any of its material properties or assets (real, personal or mixed, tangible or intangible) with an aggregate net book value in excess of $5,000, except the sale of inventory in the ordinary course of business or consistent with past practice; (xiii) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright currently used to conduct the Company business, or disposed of or disclosed to any Person other than representatives of Itron any trade secret, formula, process or know-how not theretofore a matter of public knowledge, which was used to conduct the Company business; (xiv) made any single capital expenditure or commitment in excess of $20,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures in excess of $50,000 for additions to property, plant, equipment or intangible capital assets; (xv) received written notice of any other event or facts that could result in a Material Adverse Effect on the Business Condition of the Company; or (xvi) agreed, whether in writing or otherwise, to take any action described in this Section 4.1(f). --------------

Absence of Certain Changes or Events. Except as set forth in Section 4.12 Since the date of the OrthAlliance Disclosure ScheduleCompany Balance Sheet there has not been: (i) any Material Adverse Effect on the Company, since December 31(ii) any declaration, 2000setting aside or payment of any dividend on, none or other distribution (whether in cash, stock or property) in respect of, any of OrthAlliance the Company's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by the Company of any of the Company's capital stock or any other securities of the Company or its Subsidiaries has: subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (aiii) operated other than any split, combination or reclassification of any of the Company's or any of its subsidiaries' capital stock, (iv) any granting by the Company or any of its subsidiaries of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements payment by the Company or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseof its subsidiaries of any bonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by the Company or any of its subsidiaries of any increase in severance or termination pay or any entry by the Company or any of its subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (jv) instituted, settled entry by the Company or agreed any of its subsidiaries into any licensing or other agreement with regard to settle, the acquisition or disposition of any material litigationCompany IP Rights (as defined in Section 2.7) other than licenses in the ordinary course of business consistent with past practice, action (vi) any material change by the Company in its accounting methods, principles or proceeding before any courtpractices, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liabilityexcept as required by concurrent changes in GAAP, or made (vii) any change in any method revaluation by the Company of accounting for taxes or accounting policy with respect to taxes; (l) changed any of its assets, including, without limitation, writing down the accounting methods value of capitalized inventory or policies used by it; (m) paid, discharged writing off notes or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), accounts receivable other than in the payment,ordinary course of business.

Absence of Certain Changes or Events. (a) Except as set forth in on Section 4.12 3.08(a) of the OrthAlliance Company Disclosure ScheduleSchedule or as otherwise expressly permitted or expressly contemplated by this Agreement, since December 31, 20002017, none there has not been (i) any change or development in the business, operations, assets, liabilities, condition (financial or otherwise), results of OrthAlliance operations, cash flows or properties of Company or any of its Subsidiaries has: which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company, (aii) operated any change by Company or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by Company’s independent registered public accounting firm, (iii) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its securities, other than in the ordinary course of business consistent with past practice; practice or with respect to shares tendered in payment for the exercise of stock options or upon the exercise of stock options, (biv) incurredestablishment or amendment of any bonus, experienced or suffered any OrthAlliance Material Adverse Effect; insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (c) acquired or agreed to acquire any material assetsincluding, without limitation, the granting of stock options, stock appreciation rights, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerperformance awards), stock purchase or otherwiseother employee benefit plan, except or any increase in the ordinary course compensation payable or to become payable to any directors or executive officers of businessCompany or any of its Subsidiaries, consistent with past practice; (d) transferredor any contract or arrangement entered into to make or grant any severance or termination pay, leased, licensed, sold, mortgaged, pledged, disposed or the taking of or encumbered any assets, other than action not in the ordinary course of business with respect to the compensation or employment of directors, officers or employees of Company or any of its Subsidiaries, (v) any material change in the credit policies or procedures of Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any respect, or (vi) any new election or change in any existing election made by the Company or any of its Subsidiaries for federal or state Tax purposes. (b) Since December 31, 2017, except with respect to the transactions contemplated hereby or as required or permitted by this Agreement, Company and consistent with past practice; (e) except its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,course.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.12 the Company SEC Documents filed prior to the date hereof or in Schedule 3.12 of the OrthAlliance Company Disclosure Schedule, or as otherwise expressly permitted or expressly contemplated by this Agreement, since December 31June 30, 20002009, none there has not been (i) any change or development in the business, operations, assets, liabilities, condition (financial or otherwise), results of OrthAlliance operations, cash flows or properties of the Company or any of its Subsidiaries has: which has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and to the knowledge of the Company, no fact or condition exists which is reasonably likely to cause a Company Material Adverse Effect in the future, (aii) operated any change by the Company or any of its Subsidiaries in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by the Company’s independent accountants, (iii) any entry by the Company or any of its Subsidiaries into any contract or commitment of (A) more than $100,000 or (B) $100,000 per annum with a term of more than one year, other than loans and loan commitments in the ordinary course of business, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any of its Subsidiaries or any redemption, purchase or other acquisition of any of its securities, other than in the ordinary course of business consistent with past practice; , (bv) incurredany increase in or establishment of any bonus, experienced or suffered any OrthAlliance Material Adverse Effect; insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (c) acquired or agreed to acquire any material assetsincluding, without limitation, the granting of stock options, stock appreciation rights, performance awards, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, except or any other increase in the ordinary course compensation payable or to become payable to any directors, officers or employees of businessthe Company or any of its Subsidiaries, consistent with past practice; (d) transferredor any grant of severance or termination pay, leasedor any contract or arrangement entered into to make or grant any severance or termination pay, licensedany payment of any bonus, sold, mortgaged, pledged, disposed or the taking of or encumbered any assets, other than action not in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or respect to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits employment of directors, officers or employees of the Company or any of its Subsidiaries, (vi) any material election made by the Company or any of its Subsidiaries for federal or state income tax purposes, (vii) any material change in the credit policies or procedures of the Company or any of its Subsidiaries, the effect of which was or is to make any such policy or procedure less restrictive in any respect, (viii) any material acquisition or disposition of any officer, director, key employee, consultant, agent assets or group of employees; (f) modified, amended, canceled or terminatedproperties, or suffered any contract for any such acquisition or received notice of the termination or cancellation of, any OrthAlliance Service disposition entered into other than loans and Consulting Agreement, leases, contracts or receivablesloan commitments, or waived, released or assigned (ix) any material rights lease of real or claims with respect theretopersonal property entered into, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries in connection with foreclosed property or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except Since December 31, 2002, except as set forth disclosed in the Company Reports filed prior to the date hereof or in Section 4.12 4.08 of the OrthAlliance Company Disclosure Schedule, each of Company and the Company Subsidiaries has conducted its business only in the ordinary course consistent with past practice and, since December 31such date, 2000there has not been (i) any event or circumstance that has had or would be reasonably likely to have a Company Material Adverse Effect, none (ii) any event that could reasonably be expected to prevent or materially delay the performance of OrthAlliance Company’s obligations pursuant to this Agreement and the consummation of the Merger by Company, (iii) any change by Company or any Company Subsidiary in its Subsidiaries has: accounting methods, principles or practices, (aiv) operated any declaration, setting aside or payment of any dividend or distribution in respect of the shares of Company Common Stock or any redemption, purchase or other acquisition of any of Company’s securities, (v) other than in the ordinary course of business with respect to employees, officers or consultants that are not executive officers or directors of Company, any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to employees, officers, consultants or directors of Company or any Company Subsidiary, (vi) any issuance or sale of any stock, notes, bonds or other securities other than pursuant to the exercise of outstanding securities, or entering into any agreement with respect thereto, (vii) any amendment to the Company Certificate of Incorporation or the Company Bylaws or any Company Subsidiary’s certificate of incorporation, bylaws or equivalent organizational documents, (viii) other than in the ordinary course of business, any (1) purchase, sale, assignment or transfer of any material assets, (2) Encumbrance on any material assets or properties, tangible or intangible, except for liens for Taxes not yet delinquent or (3) waiver of any rights of material value or cancellation or any material debts or claims, (ix) any incurrence of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice; , (bx) incurredany settlement, experienced waiver, release, assignment or suffered compromise relating to any OrthAlliance Material Adverse Effect; Suit involving Company or any Company Subsidiary, (cxi) acquired any incurrence of any damage, destruction or agreed to acquire similar loss, whether or not covered by insurance, materially affecting the business or properties of Company or any material assetsCompany Subsidiary, or entered (xii) any entering into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except transaction of a material nature other than in the ordinary course of business, consistent with past practice; practices or (dxiii) transferred, leased, licensed, sold, mortgaged, pledged, disposed any negotiation or agreement by Company or any Company Subsidiary to do any of or encumbered any assets, other than the things described in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; preceding clauses (i) made any material loans, advances or capital contributions to, or investments in, any other person through (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practicexii); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as specifically provided for herein or as set forth in Section 4.12 of the OrthAlliance Disclosure ScheduleSchedule 3.7, since December 31August 2, 20001996 (the "Balance Sheet Date"), none of OrthAlliance or its Subsidiaries neither SSG nor SSGI has: : (a) operated incurred any material obligation or liability except trade or business obligations or liabilities incurred in the ordinary course of business; (b) other than pursuant to its existing lines of credit, created, incurred, assumed, or guaranteed any indebtedness for money borrowed, or mortgaged, pledged, or subjected to any lien, pledge, mortgage, charge, security interest, conditional sales contract, or other encumbrance of any nature whatsoever any of its assets or properties, except in the ordinary course of business consistent with past practices; (c) sold or committed to sell or assigned, transferred, or leased or subleased any of its material assets or properties, other than in the ordinary course of business; (d) canceled, compromised, modified, or waived any material debt or claim owing to it, except for adjustments made in the ordinary course of business consistent with past practices; (e) declared, set aside, or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital stock; or redeemed, purchased, or otherwise acquired or agreed to redeem, purchase, or otherwise acquire any of its capital stock; (f) transferred or granted any material rights under or with respect to any Intellectual Property (as defined in Section 3.11 below); (g) except as disclosed in Schedule 3.2 hereto, issued or sold any of its capital stock or any other securities or granted any options, warrants, or other rights to subscribe therefor or entered into any other commitments for the sale or purchase of any of its capital stock or other securities; (h) made, committed to make, or initiated any material capital expenditure or capital addition or betterment or programs with respect thereto, except such as may be involved in the replacement of its assets in the ordinary course of business; (i) made or granted any promotion in title or responsibility or increase with respect to any wages, salaries, or other compensation (other than increases in the ordinary course of its business consistent with past practices) of any director or officer of SSG or SSGI; entered into any employment contract or other compensation arrangement with any stockholder, director, or officer of SSG or SSGI; made any advance (excluding advances for ordinary and necessary business expenses) or loan to any stockholder, director, or officer of SSG or SSGI; or made any increase in, or any addition to, other benefits to which any stockholder, director, or officer may be entitled; (j) changed in any material respect any of the accounting principles followed by it or the methods of applying such principles; (k) entered into any transaction other than in the ordinary course of business consistent with past practicepractices; or (bl) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as set forth in the Company SEC Reports and Section 4.12 2.8 of the OrthAlliance Company Disclosure Schedule, since December 31, 20001998, none the Company and its subsidiaries have conducted their business in the ordinary course and there has not occurred: (i) any Material Adverse Effect; (ii) any amendments or changes in the Certificate of OrthAlliance Incorporation or By-laws of the Company; (iii)any damage to, destruction or loss of any asset of the Company or its Subsidiaries has: subsidiaries (awhether or not covered by insurance) operated that would have a Material Adverse Effect; (iv) any material change by the Company or its subsidiaries in their accounting methods, principles or practices; (v) any material revaluation by the Company or its subsidiaries of any of their assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (vi) any sale of a material amount of property of the Company or any of its subsidiaries, except in the ordinary course of business; (vii) any declaration, setting aside or payment of any dividend or distribution in respect of Shares or any redemption, purchase or other acquisition of any of the Company's securities (except as contemplated by this Agreement); (viii) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of the Company or any subsidiary, in each case except in the ordinary course of business consistent with past practice or except as required by applicable law; (ix) any creation or assumption by the Company or any of its subsidiaries of any Lien on any material asset of the Company or any of its subsidiaries, other than in the ordinary course of business, consistent with past practice; (x) any making of any loan, advance or capital contribution to or investment in any person by the Company or any of its subsidiaries, other than advances to employees to cover travel and other ordinary business-related expenses in the ordinary course of business consistent with past practice; (xi) any incurrence or assumption by the Company or any of its subsidiaries of any indebtedness for borrowed money or any guarantee, endorsement or other incurrence or assumption of a material liability (whether directly, contingently or otherwise) by the Company or any of its subsidiaries for the obligations of any other person (other than any wholly owned subsidiary of the Company), in each case other than in the ordinary course of business consistent with past practice; or (bxii) incurredany modification, experienced amendment, assignment or suffered termination of or relinquishment by the Company or any OrthAlliance of its subsidiaries of any rights under any Material Contract that does or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as set forth disclosed in Section 4.12 4.1(e) of the OrthAlliance Company Disclosure Schedule, since December March 31, 20002002, none of OrthAlliance or the Company has conducted its Subsidiaries has: (a) operated other than business in the ordinary course of business consistent with past practice; , and there has not been: (bi) incurredany change, experienced event or suffered any OrthAlliance condition with respect to the Company that has had a Material Adverse Effect; Effect on the Company; (cii) acquired any issuance of any share capital, other securities or agreed options or other rights to acquire any material assetsshare capital or other securities, or entered any declaration, setting aside or payment of any dividend (whether in cash, stock or property) with respect to any of the Company's share capital; (iii) (A) any granting by the Company to any executive officer of the Company of any increase in compensation, (B) any granting by the Company to any such executive officer of any increase in severance or termination pay, or (C) any entry by the Company into any OrthAlliance Service and Consulting Agreements employment, severance or acquisition agreements (or similar agreements) termination agreement with any orthodontistssuch executive officer, dentists except, in each case in this subsection (iii), such grants or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than entries that were in the ordinary course of business and consistent with past practice; practice and would not have a Material Adverse Effect on the Company; (eiv) except in any amendment, waiver or forgiveness of any material term of any outstanding equity or debt security of the ordinary course Company; (v) any repurchase, redemption or other acquisition by the Company of business, consistent with past practice, adopted any newoutstanding shares of share capital or other equity securities of, or amended or otherwise increasedother ownership interests in, or accelerated the payment or vesting Company, except as contemplated by any Employee Benefit Plans (as hereinafter defined) of the amounts payable or to become payable under Company; (vi) any existingmaterial damage, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement destruction or other employee benefit plan property loss, whether or not covered by insurance; or (vii) any change in accounting methods, principles or practices by the Company, except insofar as may have been required by a change in GAAP. Furthermore, except as disclosed in Section 4.1(e) of the Company Disclosure Schedule, since March 31, 2002, neither the Company nor any of its officers, directors or agents in their representative capacities on behalf of the Company have: (viii) taken any action or entered into or agreed to enter into any transaction, agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except commitment other than in the ordinary course of business and consistent with past practice; that would have a Material Adverse Effect on the Company; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (mix) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accruedaccrued or contingent) of material value or prepaid any material obligation having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred; (x) permitted or allowed any of its material property or assets(real, asserted personal or unassertedmixed, contingent tangible or intangible) to be subjected to any mortgage, pledge, lien, security interest, encumbrance, institutional control, restriction or charge, except (A) conditional sales or similar security interests granted in connection with the purchase of equipment or supplies in the ordinary course of business, (B) assessments for current taxes not yet due and payable, (C) landlord's liens for rental payments not yet due and payable, and (D) mechanics', materialmens', carriers' and other similar statutory liens securing indebtedness that is in the aggregate less than CDN$15,000 and was incurred in the ordinary course of business or is not yet due and payable; (xi) written down the value of any inventory (including write-downs by reason of shrinkage or markdown) or written off as uncollectible any notes or accounts receivable, except for write-downs and write-offs that are in the aggregate less than CDN$15,000 incurred in the ordinary course of business or consistent with past practice; (xii) sold, transferred or otherwise disposed of any of its properties or assets (real, personal or mixed, tangible or intangible) with an aggregate net book value in excess of CDN$7,500 except the sale of inventory in the ordinary course of business or consistent with past practice; (xiii) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or disposed of or disclosed to any Person other than representatives of Itron any trade secret, formula, process or know-how not theretofore a matter of public knowledge; (xiv) made any single capital expenditure or commitment in excess of CDN$15,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures in excess of CDN$37,500 for additions to property, plant, equipment or intangible capital assets; (xv) received oral or written notice that there has been, will be or may be a loss of, or contract cancellation by, any current customer, supplier or licenser of the Company, which loss or cancellation would result in lost annual revenues to the Company of more than CDN$30,000, or formed the basis for any belief that there may be such a loss or cancellation; (xvi) entered into or agreed to enter into, or otherwise suffered to be outstanding, any power of attorney of the Company or any obligations or liabilities (absolute, accrued or contingent) of the Company, as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise, in respect of the obligation of any other Person; (xvii) received written notice of any other event or facts that could result in a Material Adverse Effect on the Business Condition of the Company; or (xviii) agreed, whether in writing or otherwise, to take any action described in this Section 4.1(e), other than the payment,.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure ScheduleSchedule 3.7, since December 31November 30, 2000, none each of OrthAlliance or the Company and its Subsidiaries has: (a) operated other than has carried on its business in all material respects in the ordinary course of business and consistent with past practice; . Except as set forth on Schedule 3.7 hereto, since November 30, 2000, each of the Company and its Subsidiaries has not: (bi) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire incurred any material assetsobligation or liability (whether absolute, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontistsaccrued, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase contingent or otherwise, ) except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent in kind and amount with past practice; (eii) except experienced any Company Material Adverse Effect (as defined below); (iii) made any change in accounting principle or practice or in its method of applying any such principle or practice; (iv) suffered any material damage, destruction or loss, whether or not covered by insurance, affecting its properties, assets or business; (v) mortgaged, pledged or subjected to any lien, charge or other encumbrance, or granted to third parties any rights in, any of its material assets, tangible or intangible; (vi) sold or transferred any of its assets having a value in excess of $5,000 per individual asset or $50,000 in the ordinary course of business, consistent with past practice, adopted any new, aggregate for all assets sold or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect theretotransferred, except in the ordinary course of business and consistent in kind and amount with past practice; (g) incurred , or modified canceled or compromised any material indebtedness debts or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed waived any claims or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, rights except in the ordinary course of business and consistent in kind and amount with past practice; (ivii) made issued any material loansadditional shares of capital stock or any rights, advances options or capital contributions towarrants to purchase, or investments insecurities convertible into or exchangeable for, any other person (other than to Convertible Securities or shares of its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice)capital stock; (jviii) instituted, settled declared or agreed to settle, paid any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, dividends on or made any change distributions (however characterized) in any method respect of accounting for taxes or accounting policy with respect to taxesshares of its capital stock; (lix) changed repurchased or redeemed any shares of its capital stock; or (x) entered into any agreement to do any of the accounting methods foregoing. The term "Company Material Adverse Effect" means, for purposes of this Agreement, any change, event or policies used by it; (m) paideffect that is, discharged or satisfied any material claimsthat is reasonably likely to be, liabilities or obligations (absolutematerially adverse to the business, accruedprospects, asserted or unassertedoperations, assets, liabilities, contingent or otherwise), other than financial condition or results of operations of the payment,Company and its Subsidiaries taken as a whole or the Surviving Corporation and its Subsidiaries.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 2.9 of the OrthAlliance Disclosure ScheduleCompany Schedule or in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since December 31January 10, 20002006, none of OrthAlliance or its Subsidiaries hasthere has not been: (ai) operated any Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other than distribution (whether in cash, stock or property) in respect of, any of the Company’s stock, or any purchase, redemption or other acquisition by the Company of any of the Company’s capital stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of the Company’s capital stock, (iv) any granting by the Company of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with payment by the Company of any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisebonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); , or any granting by the Company of any increase in severance or termination pay or any entry by Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (jv) institutedentry by the Company into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, settled or agreed to settle, (vi) any material litigationchange by the Company in its accounting methods, action principles or proceeding before any courtpractices, arbitrator or governmental body; (kvii) made any tax election or settled or compromised any tax liability, or made any change in the auditors of the Company, (viii) any method issuance of accounting for taxes capital stock of the Company, other than pursuant to the Company’s Stock Option Plans in the ordinary course, (ix) any revaluation by the Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or accounting policy with respect writing off notes or accounts receivable or any sale of assets of the Company other than in the ordinary course of business, or (x) any agreement, whether written or oral, to taxes; (l) changed do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except Since December 31, 1999, other than as set forth on Schedule 4.7 hereto and other than as set forth in Section 4.12 of the OrthAlliance Disclosure ScheduleLLC Agreement, since December 31, 2000, none of OrthAlliance or its Subsidiaries has: there has not been: (a) operated other than any change in the assets, liabilities, condition (financial or otherwise), affairs, earnings, business, or operations of the Company, except changes in the ordinary course of business consistent with past practice; which have not been, either in any case or in the aggregate, materially adverse; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisechange, except in the ordinary course of business, consistent with past practice; in the contingent obligations of the Company by way of guaranty or any assurance of performance or payment, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties or business of the Company, taken as whole; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed any waiver by the Company of a valuable right or encumbered any assets, other than in the ordinary course of business and consistent with past practice; a material debt owed to it; (e) except any loans made by the Company to its employees, officers or directors other than advances of expenses made in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; ; (f) modified, amended, canceled or terminated, or suffered or received notice any distribution of the termination assets of the Company or cancellation ofany direct or indirect redemption, purchase or acquisition of any OrthAlliance Service of the Company's Units; (g) any labor organization activity or labor trouble; (h) any other event or condition of any character which has materially and Consulting Agreementadversely affected the business, leasescondition, contracts affairs, operations, properties or receivables, or waived, released or assigned assets of the Company; (i) any material rights increases in the compensation of any of the Company's employees, officers or claims with respect theretodirectors; (j) any resignation or termination of employment of any officer or key employee of the Company; (k) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and consistent with past practice; which is not material to the business, properties or financial condition of the Company; (gl) incurred or modified any material indebtedness change to a Material Contract or material arrangement by which the Company or any of its assets is bound or subject; (m) any sale, assignment or transfer of any material patents, trademarks, copyrights, trade secrets or other liabilityintangible assets; (n) any mortgage, except in the ordinary course pledge, transfer of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions toa security interest in, or investments in, any other person (other than to its wholly-owned Subsidiaries or in lien created by the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy Company with respect to taxesany of its material properties or assets; or (lo) changed any agreement entered into by the Company to do any of the accounting methods or policies used foregoing matters covered by it; (mSections 4.7(a) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwisethrough 4.7(n), other than the payment,.

Absence of Certain Changes or Events. Except as set forth in Section 4.12 of the OrthAlliance Disclosure Schedule, since From December 31, 2000, none 2013 through the date of OrthAlliance or its Subsidiaries has: this Agreement: (a) operated there has not been any Event that, individually or together with any other than Event, has had or would, individually or in the ordinary course of business consistent with past practice; aggregate, reasonably be likely to have a Company Material Adverse Effect; (b) incurredexcept in connection with this Agreement and the Transactions or as expressly contemplated or permitted by this Agreement, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any the Company, each Company Subsidiary and each JV Entity has conducted its respective business in all material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except respects only in the ordinary course of business; (c) there has not been any material change in the accounting methods, consistent with past practiceprinciples or practices of the Company or any of the Company Subsidiaries or any of the JV Entities; and (d) transferredthere has not been any declaration, leasedsetting aside or payment of any dividend or other distribution (whether in cash, licensedassets, soldstock, mortgaged, pledged, disposed property or other securities) with respect to any shares of capital stock of or encumbered other equity or ownership interest in the Company, any assets, of the Company Subsidiaries or any of the JV Entities (other than in dividends or distributions by a Company Subsidiary to the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted Company or any newother Company Subsidiary), or amended any direct or otherwise increasedindirect repurchase, redemption or other acquisition or retirement by the Company, any of the Company Subsidiaries or any of the JV Entities of any outstanding shares of capital stock or other securities of, or accelerated other ownership interests in, the payment or vesting Company, any of the amounts payable Company Subsidiaries or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with orof the JV Entities, except for the declaration and payment by the Company of quarterly dividends on Company Common Stock in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past Company’s prior practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.

Absence of Certain Changes or Events. Except as set forth Since January 1, 2022, there has not occurred any fact, circumstance, occurrence, effect, event or development or change that, individually or in Section 4.12 the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2022, the Company has conducted and operated its businesses in the Ordinary Course of Business, except for the execution and delivery of this Agreement, and has not taken any of the OrthAlliance Disclosure Schedulefollowing actions: (i) declare, since December 31set aside or pay any dividends on, 2000or make any other distributions (whether in cash, none stock or property or any combination thereof) in respect of, any of OrthAlliance its capital stock, other equity interests or voting securities; (ii) split, combine, subdivide, recapitalize or reclassify any of its Subsidiaries has: (a) operated capital stock, other than equity interests or voting securities or securities convertible into or exchangeable or exercisable for capital stock or other equity interests or voting securities, or issue or authorize the issuance of any other securities in the ordinary course respect of, in lieu of business consistent with past practice; or in substitution for its capital stock, other equity interests or voting securities; (b) incurredmake or adopt any change or election in its accounting methods, experienced principles or suffered any OrthAlliance Material Adverse Effect; practices, except insofar as may be required by a change (whether occurring before or after the date of this Agreement) in GAAP or Law (or interpretations thereof); (c) acquired except as required by applicable Law or agreed to acquire any material assetsGAAP, (i) write off as uncollectible, or entered into establish any OrthAlliance Service and Consulting Agreements extraordinary reserve with respect to, any account or acquisition agreements note receivable or other Indebtedness, (ii) delay, accelerate or similar agreementscancel any account or note receivable or other Indebtedness, or (iii) with sell or assign any orthodontists, dentists account or professional entities, either directly note receivable or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; other Indebtedness; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than with respect to customers for payment terms not in excess of sixty (60) days, make, amend, renew, extend or renegotiate any extension of credit or loan to any Person, or enter into any commitment to do any of the ordinary course of business and consistent with past practice; foregoing; (e) except for the filing of the 2021 federal Tax Return as a consolidated entity, make, change or revoke any material election with respect to Taxes, file any amended Tax Return, settle or compromise any material Tax liability, consent to or request any extension or waiver of any limitation period with respect to any material claim or assessment for Taxes, incur any material Tax liability outside of the Ordinary Course of Business (other than as a result of the Transactions), prepare or file any Tax Return in the ordinary course of business, consistent a manner inconsistent in any material respect with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered enter into any employment, consulting, change in control, severance or similar closing agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay respect to any officermaterial Tax, director, key employee, consultant, agent surrender any right to claim a material Tax refund or group of employees, or increased the compensation or benefits of fail to pay any officer, director, key employee, consultant, agent or group of employees; material Taxes as they become due and payable (including estimated Taxes); (f) modifiedadopt or enter into a plan or agreement of complete or partial liquidation, amendeddissolution, canceled merger, consolidation or terminated, or suffered or received notice other reorganization of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practiceCompany; or (g) incurred acquire or modified enter into any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of agreement to acquire any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,real property.

Absence of Certain Changes or Events. Except as set forth Since September 30, 2010, there has not been: (i) any Material Adverse Effect on the Company; (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in Section 4.12 cash, stock or property) in respect of, any of the OrthAlliance Disclosure ScheduleCompany's capital stock, since December 31or any purchase, 2000redemption or other acquisition of any of the Company's capital stock or any other securities of the Company or any options, none warrants, calls or rights to acquire any such shares or other securities; (iii) any split, combination or reclassification of OrthAlliance any of the Company's capital stock; (iv) any granting by the Company of any increase in compensation or its Subsidiaries has: (a) operated other than fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with payment by the Company of any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwisebonus, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) bonuses made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice), or any granting by the Company of any increase in severance or termination pay or any entry by the Company into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby; (jv) instituted, settled entry by the Company into any licensing or agreed other agreement with regard to settle, the acquisition or disposition of any Intellectual Property (as defined in Section 3.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with respect to any Governmental Entity; (vi) any material litigationchange by the Company in its accounting methods, action principles or proceeding before any courtpractices, arbitrator or governmental bodyexcept as required by concurrent changes in GAAP; (kvii) made any tax election or settled or compromised any tax liability, or made any change in any method the auditors of accounting for taxes or accounting policy with respect to taxesthe Company; (lviii) changed any issuance of capital stock of the Company; or (ix) any revaluation by the Company of any of its assets, including, without limitation, writing down the accounting methods value of capitalized inventory or policies used by it; (m) paid, discharged writing off notes or satisfied accounts receivable or any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), sale of assets of the Company other than in the payment,ordinary course of business.

Absence of Certain Changes or Events. (a) Except as otherwise set forth in Section 4.12 on Schedule 4.8 of the OrthAlliance Company Disclosure ScheduleMemorandum, since December 31, 20002002 there has not been (i) any event that could reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the performance of Company’s obligations pursuant to this Agreement and the consummation of the Acquisition by Company, none (ii) any material change by Company or any Company Subsidiary in its accounting methods, principles or practices, (iii) any declaration, setting aside or payment of OrthAlliance any dividend or its Subsidiaries has: distribution in respect of the shares of Company Common Stock or any redemption, purchase or other acquisition by Company of any of Company’s securities, (aiv) operated other than except in the ordinary course of business consistent with past practice; , any increase in the compensation or benefits or establishment of any bonus, insurance, severance, change in control, deferred compensation, pension, retirement, profit sharing, stock option (b) incurredincluding, experienced without limitation, the granting of stock options, stock appreciation rights, performance awards or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assets, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Company or any Company Subsidiary, (v) any issuance or sale by Company or any Company Subsidiary of any stock, notes, bonds or other securities, or entering into any agreement with respect thereto, (vi) any amendment to Company’s Certificate of Incorporation or bylaws, (vii) other than in the ordinary course of business, any (x) purchase, sale, assignment or transfer of any material assets by Company or any Company Subsidiary, (y) mortgage, pledge or the institution of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, of Company or any Company Subsidiary, except for liens for Taxes not yet delinquent and such other liens, encumbrances or charges which do not have, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (z) waiver by Company or any Company Subsidiary of any rights of material value or cancellation or any material debts or claims, or (viii) any entering into by Company or any Company Subsidiary of any transaction of a material nature other than in the ordinary course of business, consistent with past practice; practices. (db) transferredExcept as otherwise set forth on Schedule 4.8 of the Company Disclosure Memorandum, leasedsince December 31, licensed2002, sold, mortgaged, pledged, disposed of or encumbered any assets, other than Company and the Company Subsidiaries have conducted their business only in the ordinary course of business and consistent with past practice; practice and, since such date, there has not been (ei) any Company Material Adverse Effect, (ii) any incurrence by Company or any Company Subsidiary of any damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of Company or any Company Subsidiary, (iii) any incurrence by Company or any Company Subsidiary of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business, consistent with past practice, adopted or (iv) to the Knowledge of Company, any newimpairment, modification or event, or amended notice of any pending or otherwise increasedthreatened impairment, modification or accelerated the payment event which could be reasonably expected to result in a loss, impairment or vesting dimunition in value on a going forward basis of the amounts payable contractual and business relationships of Company or any Company Subsidiary with any of its material customers, material vendors or material suppliers, other than an impairment, modification or event which could not reasonably be expected to become payable under any existingresult in a loss of the relationship of Company or Company Subsidiary with such customer, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement vendor or other employee benefit plan agreement supplier or arrangement, entered into any employment, consulting, a loss of a material amount of business or a material change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy profit margins with respect to taxes; (l) changed any of the accounting methods such customer, vendor or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,supplier.

Absence of Certain Changes or Events. Except 3.1.10.1 Absence of Changes or Events Since December 31, 1995. Since December 31, 1995, except as set forth in Section 4.12 of the OrthAlliance Disclosure Scheduleon Schedule 3.1.10.1, since December 31, 2000, none of OrthAlliance or its Subsidiaries has: there has not been: (a) operated Any direct or indirect declaration, setting aside or payment of any dividend or other than distribution (whether in the ordinary course cash, stock, property or any combination thereof) in respect of business consistent with past practiceany Dynamotion Outstanding Securities, or any direct or indirect repurchase, redemption or other acquisition by Dynamotion of any of its securities; or (b) incurredAny change by Dynamotion in accounting methods, experienced principles or suffered practices. 3.1.10.2 Absence of Changes or Events Since September 30, 1996. Since September 30, 1996, except as set forth on Schedule 3.1.10.2, there has not been: (a) Any material adverse change in the business, results of operations, financial condition, properties, or assets of Dynamotion; (b) Any material damage, destruction, requisition, taking or casualty loss, whether or not covered by insurance, of or to any OrthAlliance Material Adverse Effect; of the assets or properties of Dynamotion; (c) acquired Other than as disclosed pursuant to Section 3.1.14.4, any increase in the rate or agreed terms of compensation payable or to acquire any material assetsbecome payable by Dynamotion to its directors, officers, or entered employees; any change in the rate or terms of any bonus, insurance, pension, or other employee benefit plan, payment or arrangement made to, for, or with any employees of Dynamotion; any special bonus or remuneration paid; any written employment contract executed or amended; or any change in personnel policies; (d) Any entry into any OrthAlliance Service and Consulting Agreements agreement, commitment, or acquisition agreements transaction (including, without limitation, any license of intellectual property, any borrowing, capital expenditure or similar agreements) with capital financing, any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergeracquisition, stock purchase sale, or otherwise, except other disposition of assets (other than inventory in the ordinary course of business), consistent with past practice; any lease or sublease, any guaranty, assumption, or endorsement of payment or performance of any loan or obligation of another, or any amendment, modification or termination of any existing agreement, commitment or transaction) by Dynamotion except as contemplated in this Agreement and except for such agreements, commitments, and transactions as do not exceed $50,000 singly; (de) transferred, leased, licensed, sold, mortgaged, pledged, disposed Any issuance or sale of or encumbered any assets, stock of Dynamotion (other than issuances pursuant to the exercise of Options) or any issuance, granting, or creation of any option, warrant, phantom stock, stock appreciation or similar rights, or any other right to purchase any stock of Dynamotion or any commitment to do any of the foregoing; (f) Any amendment to the Certificate of Incorporation or Bylaws of Dynamotion, except as provided in Section 4.2.6 with respect to the Conversion Proposal; (g) Any conduct of business that is outside the ordinary course of business and consistent with past practice; (e) except or not substantially in the ordinary course of manner that Dynamotion previously conducted its business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with the existing written agreements, granted any severance, change in control or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; ; (h) assumed, guaranteed, endorsed Any encumbrance or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations consent to encumbrance of any other person, except in the ordinary course of business and consistent with past practice; property or assets; (i) made Any pending or, to the Knowledge of Dynamotion, threatened labor disputes, organizational activities or disturbances; (j) Any communication to Dynamotion from any material loanscustomer of Dynamotion that purchased $100,000 or more of products or services from Dynamotion in the year ended December 31, advances or capital contributions 1995 that such customer intends to, is desirous of, or investments inis actively considering terminating or materially reducing its purchases from Dynamotion for any reason; or (k) Any change not described above in the assets, liabilities, licenses, permits, or franchises of Dynamotion, or in any other person (other than agreement to its wholly-owned Subsidiaries which Dynamotion is a party or by which it is bound, that, either individually or in the ordinary course aggregate, has had or is reasonably likely to have a material adverse effect on the business, results of business consistent with past practice); (j) institutedoperations, settled or agreed to settlefinancial condition, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liabilityproperties, or made any change in any method assets of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,Dynamotion.

Absence of Certain Changes or Events. Except as set forth Since September 1, 2009, there has not been: (i) any Material Adverse Effect on the Company, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in Section 4.12 cash, stock or property) in respect of, any of the OrthAlliance Disclosure ScheduleCompany’s equity interests, since December 31or any purchase, 2000redemption or other acquisition by the Company of any of the Company’s equity interests or any other securities or any options, none of OrthAlliance warrants, calls or its Subsidiaries has: (a) operated other than in the ordinary course of business consistent with past practice; (b) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed rights to acquire any material assetssuch shares or other securities, (iii) any split, combination or reclassification of any of the Company’s equity interests, (iv) any granting by the Company of any increase in compensation or fringe benefits, or entered any payment by the Company of any bonus, or any granting by the Company of any increase in severance or termination pay or any entry by the Company into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwise, except in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts payable or to become payable under any existing, bonus, incentive compensation, deferred compensationcurrently effective employment, severance, profit sharingtermination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, stock option(v) except as contemplated by the IP Transfer Agreement and the transactions contemplated thereunder, stock purchase, insurance, pension, retirement entry by the Company into any licensing or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except regard to the acquisition or disposition of any Intellectual Property (as defined in accordance Section 2.18 hereof) or consent with the existing written agreements, granted any severance, change in control or termination pay respect to any officerlicensing agreement filed or required to be filed by the Company with respect to any Governmental Entity, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; (fvi) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights change by the Company in its accounting methods, principles or claims with respect theretopractices except as required by concurrent changes in U.S. GAAP, except in the ordinary course of business and consistent with past practice; (gvii) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in the auditors of the Company, (viii) except for the Capital Raise (as defined hereinafter), any method issuance of accounting for taxes equity interests of the Company, (ix) any revaluation by the Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or accounting policy with respect writing off notes or accounts receivable or any sale of assets of the Company that is not commercially reasonable, or (x) any agreement, whether written or oral, to taxes; (l) changed do any of the accounting methods foregoing. To the knowledge of the Stockholder, no event has occurred and no circumstances exist as of the date of this Agreement that would reasonably be deemed likely to prevent or policies used prohibit the Stockholder from consummating the transactions contemplated by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,this Agreement.

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and except as set forth in Section 4.12 3.1(g) of the OrthAlliance Company Disclosure Schedule, or as disclosed in the Company SEC Documents filed and publicly available prior to the date hereof (as amended to the date hereof, "Company Filed SEC Documents"), since December 31June 30, 20002003, none of OrthAlliance or the Company and its Subsidiaries has: (a) operated other than have conducted their respective businesses, in all respects material to the Company and its Subsidiaries, taken as a whole, only in the ordinary course of business consistent with past practice; and there has not been: (bi) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; Change in the Company, including, but not limited to, any Material Adverse Change arising from or relating to fraudulent or unauthorized activity, (cii) acquired any issuance of Company Stock Options or agreed restricted shares of Company Common Stock to acquire any material assetsEmployee receiving aggregate compensation in excess of $100,000 on an annual basis (a "Key Employee") or member of the board of directors of the Company or any of its Subsidiaries (in any event identifying in Section 3.1(g)(ii) of the Company Disclosure Schedule the issue date, exercise price and vesting schedule, as applicable, for issuances thereto since June 30, 2003), (iii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, other than regular quarterly cash dividends not in excess of $0.20 per share on the Company Common Stock and regular cash dividends on the REIT Preferred Stock and the other capital stock of the Company REIT in the amounts and at the times set forth in Section 3.1(g)(iii) of the Company Disclosure Schedule, (iv) any split, combination or reclassification of any of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock, except for issuances of Company Common Stock pursuant to the Company Stock Plans or upon the exercise of Company Stock Options awarded prior to the date hereof in accordance with their present terms, (v) (A) any granting by the Company or any of its Subsidiaries to any current or former director, or entered into any OrthAlliance Service and Consulting Agreements Executive Officer (as defined in Section 8.3) or acquisition agreements (Key Employee, of any increase in compensation, bonus or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, merger, stock purchase or otherwiseother benefits, except for (x) increases to Employees who are not current or former directors, Executive Officers or Key Employees that were made in the ordinary course of business, consistent with past practice; (dy) transferredas required from time to time by governmental legislation affecting wages and (z) as required by the terms of plans or arrangements existing prior to such date and described in Section 3.1(k) of the Company Disclosure Schedule, leased, licensed, sold, mortgaged, pledged, disposed (B) any granting by the Company or any of its Subsidiaries to any such current or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any newformer director, or amended any Executive Officer or otherwise increasedKey Employee, of any increase in severance or termination pay, or accelerated (C) any entry by the payment Company or vesting any of the amounts payable its Subsidiaries into, or to become payable under any existingamendment of, bonus, incentive compensationany employment, deferred compensation, consulting, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement termination or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar indemnification agreement with orany such current or former director, or any Executive Officer or Key Employee, except in accordance with the existing written agreements, granted any severance, change in control or termination pay as required from time to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits of any officer, director, key employee, consultant, agent or group of employees; time by applicable governmental legislation, (fvi) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except other than as described in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liabilityCompany's Filed SEC Documents, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (other than to its wholly-owned Subsidiaries or in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method material respect in accounting methods, principles or practices by the Company affecting its assets, liabilities or business, including any reserving, renewal or residual method, or estimate of practice or policy, other than changes after the date hereof to the extent required by a change in GAAP or regulatory accounting for taxes principles, (vii) any Tax election or accounting policy change in or revocation of any Tax election, amendment to any Tax Return (as defined in Section 3.1(j)), closing agreement with respect to taxes; Taxes, or settlement or compromise of any income Tax liability by the Company or its Subsidiaries, (lviii) changed any material change in investment policies, or (ix) any agreement or commitment (contingent or otherwise) to do any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,foregoing.

Absence of Certain Changes or Events. Except Since April 30, 1998, except ------------------------------------ as contemplated by this Agreement, set forth in Section 4.12 3.13 of the OrthAlliance Company Disclosure Schedule, since December Schedule or as disclosed in any Company SEC Document prior to July 31, 20001998, the Company and each of its Subsidiaries has conducted its business only in the ordinary course consistent with past practice, and there has not been (i) any damage, destruction or loss, whether covered by insurance or not, having or which, insofar as reasonably can be foreseen, in the future would have a Material Adverse Effect, (ii) any declaration, setting aside or payment of any dividend (whether in cash, stock or property) with respect to Company Common Stock, or any redemption, purchase or other acquisition of any of its securities, (iii) any event or change in the business, operations, properties, condition (financial or otherwise), assets or liabilities (including, without limitation, contingent liabilities) of the Company or any of its Subsidiaries having, or which, insofar as reasonably can be foreseen, in the future would have a Material Adverse Effect, (iv) any labor dispute, other than routine matters, none of OrthAlliance which is material to the Company or any of its Subsidiaries has: Subsidiaries, (av) operated any entry into any material commitment or transaction (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business consistent with past practice; , (bvi) incurred, experienced or suffered any OrthAlliance Material Adverse Effect; (c) acquired or agreed to acquire any material assetschange by the Company in its accounting methods, principles or practices, (vii) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), (viii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or entered into any OrthAlliance Service and Consulting Agreements or acquisition agreements (or similar agreements) with any orthodontists, dentists or professional entities, either directly or indirectly, by purchase, mergerrestricted stock awards), stock purchase or otherwiseother employee benefit plan, except or any other increase in the ordinary course of business, consistent with past practice; (d) transferred, leased, licensed, sold, mortgaged, pledged, disposed of or encumbered any assets, other than in the ordinary course of business and consistent with past practice; (e) except in the ordinary course of business, consistent with past practice, adopted any new, or amended or otherwise increased, or accelerated the payment or vesting of the amounts compensation payable or to become payable under to any existingofficers or key employees of the Company or any of its Subsidiaries, bonus, incentive compensation, deferred compensation, severance, profit sharing, stock option, stock purchase, insurance, pension, retirement or (ix) entry by the Company or any of its Subsidiaries into any licensing or other employee benefit plan agreement or arrangement, entered into any employment, consulting, change in control, severance or similar agreement with or, except in accordance with regard to the existing written agreements, granted any severance, change in control acquisition or termination pay to any officer, director, key employee, consultant, agent or group of employees, or increased the compensation or benefits disposition of any officer, director, key employee, consultant, agent or group of employees; (f) modified, amended, canceled or terminated, or suffered or received notice of the termination or cancellation of, any OrthAlliance Service and Consulting Agreement, leases, contracts or receivables, or waived, released or assigned any material rights or claims with respect thereto, except in the ordinary course of business and consistent with past practice; (g) incurred or modified any material indebtedness or other liability, except in the ordinary course of business, consistent with past practice; (h) assumed, guaranteed, endorsed or otherwise become liable or responsible (whether directly, contingently or otherwise) for material obligations of any other person, except in the ordinary course of business and consistent with past practice; (i) made any material loans, advances or capital contributions to, or investments in, any other person (Intellectual Property other than to its wholly-owned Subsidiaries or non- exclusive licenses granted in the ordinary course of business consistent with past practice); (j) instituted, settled or agreed to settle, any material litigation, action or proceeding before any court, arbitrator or governmental body; (k) made any tax election or settled or compromised any tax liability, or made any change in any method of accounting for taxes or accounting policy with respect to taxes; (l) changed any of the accounting methods or policies used by it; (m) paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment,.