FIRST AMENDMENT TO AFFILIATION AGREEMENT
AND AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AFFILIATION AGREEMENT AND AGREEMENT AND PLAN OF MERGER
(this "Amendment") is entered into as of the 1st day of June, 1997, by and among
Omega Orthodontics, Inc., a Delaware corporation ("OMEGA " or "Surviving
Entity"); Xxxxxxxx X. Xxxxxx, Xx., D.D.S. ("Xx. Xxxxxx"), who is duly licensed
to practice orthodontics in the state of Colorado (the "State"); and Xxxxxxxx X.
Xxxxxx, Xx., D.D.S., P.C., a Colorado professional corporation (the "Orthodontic
Entity").
RECITALS
A. Omega, Xx. Xxxxxx and the Orthodontic Entity entered into that
certain Affiliation Agreement And Agreement and Plan Of Merger (the "Agreement")
dated as of the 31st day of March 1997.
B. The parties thereto desire to amend the Agreement so as to conform
Section 2.3. to Section 10.1(b).
Capitalized Terms used by not defined in this Amendment shall have the
meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged to the full
satisfaction of the parties hereto, the parties hereto agree as follows:
1. The first sentence of Section 2.3 is hereby deleted in its entirety
and the following substituted in its place:
"2.3 Time and Place of Closing. The closing of the transactions
contemplated hereby (herein called the "Closing") shall be held immediately
before the Effective Time at the offices of Xxxxxxxx & Xxxx, Xxx Xxxxxx Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 on the date of the closing of OMEGA's initial public
offering of its securities (the "IPO Closing") pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") ("IPO"), or at such other place, date or time as may be fixed
by mutual agreement of the parties; provided, however, that in no event shall
the Closing date be extended beyond six months from the date of this Agreement."
2. Except as expressly modified, amended and supplemented in this Amendment, the
terms of this Agreement remain unchanged and in full force and effect on the
date hereof.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the date set forth above by their duly authorized
representatives.
/s/ Xxxxxxxx X. Xxxxxx, Xx., D.D.S.
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Xxxxxxxx X. Xxxxxx, Xx., D.D.S.
Xxxxxxxx X. Xxxxxx, Xx. D.D.S., P.C.
By: /s/ Xxxxxxxx X. Xxxxxx, Xx. D.D.S.
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Xxxxxxxx X. Xxxxxx, Xx. D.D.S.
Its President
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Duly Authorized
OMEGA ORTHODONTICS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Printed Name: Xxxxxx X. Xxxxxxxx
Its President and Chief Executive Officer
Duly Authorized
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