STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 4th, 2023 • Align Technology Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of April 24, 2023, by and among (i) Heartland Dental Holding Corporation, a Delaware corporation (the “Company”), (ii) Heartland Dental Topco, LLC, a Delaware limited liability company (“Topco”), (iii) KKR Core Holding Company LLC, a Delaware limited liability company, KKR Partners IV L.P., a limited partnership formed in Ontario, Canada, and each other member of the Sponsor Group (as defined below) which may become a party hereto by execution and delivery of a counterpart signature page hereto identifying such party as a member of the Sponsor Group and (iv) Align Technology, Inc., a Delaware corporation (the “Stockholder”) and any Permitted Transferee thereof that or who becomes a party hereto in accordance with the terms hereof (the Stockholder and such Permitted Transferees, together with the Company and the Sponsor Group, the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 1 her
HEARTLAND DENTAL HOLDING CORPORATIONAlign Technology Inc • August 4th, 2023 • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to that certain Subscription Agreement, dated on or about the date hereof (the “Subscription Agreement”), by and between Align Technology, Inc., a Delaware corporation (“Align”), and Heartland Dental Holding Corporation, a Delaware corporation (the “Company”). In further consideration for the willingness of Align to purchase those certain shares of Class A Common Stock, in the aggregate amount of $75,000,000, pursuant to the Subscription Agreement (the “Shares”), and to enter into that certain Stockholders’ Agreement (the “Stockholders’ Agreement”), dated on or about the date hereof, by and among (i) the Company, (ii) Heartland Dental Topco, LLC, a Delaware limited liability company (“Topco”), (iii) KKR Core Holding Company LLC, a Delaware limited liability company (“KKR Core”), KKR Partners IV L.P., a limited partnership formed in Ontario, Canada (“KKR Partners”), and each other member of the Sponsor Group that may become a party thereto in accordance with the terms
Heartland Dental Holding Corporation Effingham, IL 62401Subscription Agreement • August 4th, 2023 • Align Technology Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Subscription Agreement (this “Agreement”) is made by and between Align Technology, Inc., a Delaware corporation (the “Subscriber”) and Heartland Dental Holding Corporation, a Delaware corporation (“Parent”).
