PURCHASE AGREEMENT

This PURCHASE AGREEMENT ("Agreement"), dated as of January I, 20 13, is by and between Randy
El lis, DDS, an individual ("Seller"), and Jodi Kuhn, DDS ("Buyer"), an individual.
WlTNESSETH:
WHEREAS, Seller owns the stock interests (the ''Interests") of Children's Dental Clinic of Thornton, P.C.,
a Colorado Professional Corporation (the "Practice") set forth on Schedule A hereto;
WHEREAS, Buyer desires to purchase, and Seller desires to transfer to Buyer (the "Transfer"), all of the
Interests (the "Transferred Interests") on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises, the mutual covenants set forth herein and other
good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties
agree as follows:
l. Sale and Purchase of Interests.
(a) In accordance with the tenns and conditions set forth herein, at Closing (as hereinafter
defined), Seller shall sell, transfer, assign, convey and deliver, and Buyer shall purchase, all of the Transferred
Interests free and clear of any and all liens, claims, pledges, charges, options, contractual restrictions and
encumbrances whatsoever ("Ellcwnbrances").
(b) At Closing, pursuant to an Assignment and Asswnption Agreement in the form attached
hereto as Exhibit l(b) (the "Assignment and Assumption"), Seller shall assign to Buyer all of his right, title and
interest acquired upon the formation of the Practice as well as all of his right, title and interest acquired under that
certain Purchase Transaction, dated as of August 12, 2008, by and among Seller, Kenneth E. Knott, DDS and Robert
F. Andrus, DDS (the "Prior Transactions").
(c) At Closing, Buyer shall deliver to Seller a check in an aggregate amount ofSl00.00.
(d) At Closing, (i) Seller shall deliver to Buyer stock transfer powers or instruments of
assignment in the form attached as Exhibit l(d)(i), duly endorsed in blank (the "Stock Powers"); and (ii) Seller shall
resign as a director, officer and/or manager of the Practice.
(e) The consummation of the transactions contemplated by this Agreement (the "Closing")
shall be effective concurrently with the execution and delivery of this Agreement by each of the parties hereto.
2. Reoresentations and Warranties of Seller. Seller represents and warrants to as follows as of the
date hereof and as of Closing:
(a) Ownership. Seller is the legal and beneficial owner of and has good and marketable title
to the Interests (as set forth on Schedule A) free and clear of any and all Encumbrances. Seller has no ownership
interest in the Practice other than such Interests. Seller has all requisite capacity and authority to own the Interests
under applicable law. None of the Interests are certificated and Seller does not hold any certifi cate(s) representing
the Interests. The delivery of the Stock Powers to Buyer will convey to Buyer valid, marketable and indefeasible
title to the Transferred Interests, free and clear of any and all liens, claims, pledges, encumbrances, charges, options
or contractuaJ restrictions whatsoever. The Interests were duly authorized and are vaLidly issued and are fully paid
and non-assessable and none of the Interests was issued in violation of any preemptive rights or any right of first
refusal or other similar right in favor of any person.
(b) Authorization and Validity. Seller is a natural person and has all requisite capacity and
authority to enter into this Agreement, the Assignment and Assumption and the Stock Powers and to cany out his
obligations hereunder and thereunder. This Agreement constitutes and, when executed and delivered, lhe
Assignment and Assumption and the Stock Powers will constitute the legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with their respective terms, except as may be limited by bankruptcy and
EXHIBIT
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insolvency laws and by other laws affecting the rights of creditors generally and except as may be limited by the
availability of equitable remedies.
( c) Capitalization. The ownership of all of the issued and outstanding stock interests of the
Practice as of the date hereof is as set forth on Schedule A hereto. The Transferred Interests represent 50% of the
capital stock and equity or ownership interests in the Practice. Other than this Agreement, there are no contracts,
commitments, understandings or arrangements relating to the issuance, sale, transfer or registration of the
Transferred Interests or any other equity interest in the Practice.
( d) No Undisclosed Liabilities. With the exception of the liabilities incurred by the Practice
in the ordinary course of business, consistent with past practice, the Practice does not have any material liabilities or
obligations of any nature, whether absolute, accrued, asserted or unasserted, contingent or otherwise or whether due
or to become due, relating to or arising out of any act, omission, transaction, circumstance, sale of goods or services
or other condition which occurred or existed on or before the date hereof or Closing, and Seller does not know or
have reason to know of any basis for the assertion against the Practice of any such liability or obligation of any
nature.
3. Representations and Warranties of Buyer. Buyer represent and warrant to Seller as follows as of
the date hereof and as of Closing:
(a) Authorization and Validity. Buyer is a natural person and has all requisite capacity and
authority to enter into this Agreement and the Assignment and Assumption and to carry out his or her obligations
hereunder and thereunder. This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms, except as may be limited by bankruptcy and insolvency laws and by
other laws affecting the rights of creditors generally and except as may be limited by the availability of equitable
remedies.
(b) Adequate Information. Buyer understands and acknowledges that all documents, records
and books pertaining to the Transfer have been made available for inspection by Buyer. Buyer understands and
acknowledges that Buyer has had, at a reasonable time prior to the Closing, and continues to have, the opportunity to
obtain from Seller and the Practice any additional information, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to evaluate the merits and risks of the Transfer. In this regard, Buyer
possesses the financial and business experience necessary to make an informed decision to purchase the Transferred
Interests.
( c) Acquisition for Investment. Buyer is acquiring the Transferred Interests solely for his or
her own account for the purpose of investment and not with a view to any distribution thereof. Buyer understands
that the Interests will not be registered under the Securities Act of 1933, as amended, by reason of specific
exemptions therefrom which depend upon, among other things, the bona fide nature of Buyer's investment intent
and the accuracy of Buyer's representations as expressed herein.
4. Indemnification.
(a) Seller shall indemnify and hold harmless Buyer and his or her successors and assigns and
will reimburse such persons from, against and for any damages, claims, costs, loss, liabilities, expenses or
obligations (including reasonable attorneys' fees and associated expenses), whether or not involving a third-party
claim incurred or suffered by any of them as a result of or arising from: (i) any breach of, or any inaccuracy in, any
representation or warranty made by Seller in this Agreement; and (ii) any breach of any covenant, obligation or
agreement of Seller in this Agreement.
(b) Buyer shall indemnify and hold harmless Seller and will reimburse Seller from, against
and for any damages, claims, costs, loss, liabilities, expenses or obligations (including reasonable attorneys' fees and
associated expenses), whether or not involving a third-party claim incurred or suffered by Seller as a result of or
arising from: (i) any breach of, or any inaccuracy in, any representation or warranty made by Buyer in this
Agreement; (ii) any breach of any covenant, obligation or agreement of Buyer in this Agreement; and (iii) Buyer's
ownership of the Transferred Interests after the Closing.
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( c) Effective as of the Closing, Seller releases, remises and forever discharges the Practice, its
directors, officers, shareholders, members, managers, employees, agents, representatives, subsidiaries, affiliated
companies, successors and assigns of and from any and all claims, demands, actions, causes of action, liabilities,
damages, expenses and suits of every kind, character and description, known or unknown, at law or in equity, which
Seller may have had at any time heretofore, may have now or may have at any time hereafter, arising from, relating to,
resulting from or in any manner incidental to any and every matter, thing or event whatsoever occurring or failing to
occur at any time in the past up to and including the date hereof (other than any claims with respect to a breach of the
representations, warranties and covenants contained in this Agreement).
5. Notices. All notices, requests, consents and other communications hereunder shall be in writing
and shall be personally delivered, mailed by first-class registered or certified mail, postage prepaid, return receipt
requested or delivered by an overnight courier service, delivery charge prepaid:
(a) Ifto Seller, to:
Randy Ellis, DDS
3903 Augusta Lane
Pueblo, CO 81001
or at such other address as may be furnished to Buyer by Seller in writing.
(b) Ifto Buyer, to:
Jodi Kuhn, DDS
8223 E. 24th Drive
Denver, CO 80238
or at such other address as may be furnished to Seller by Buyer in writing .
6. Miscellaneous. This Agreement: (i) shall be governed by Tennessee law, without reference to its
conflict of law principles; (ii) sets forth the entire understanding and agreement of the parties, and supersedes all
prior oral or written understandings and agreements, with respect to the subject matter hereof; (iii) shall not be
amended or terminated nor any provision hereof waived unless in a writing signed by both parties that expressly sets
forth such amendment, termination or waiver; (iv) shall not be transferred or assigned by either party, in whole or
part, without the prior written consent of the other party; (v) shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns; (vi) if held to be invalid or unenforceable, in whole or
part, such term or provision shall be ineffective only to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining terms and provisions of this Agreement; and (vii) may be
executed in counterparts, each of which shall be deemed an original and which together shall constitute one and the
same instrument. It is the intent of the parties that each part hereof shall be given its plain meaning, and that rules of
construction that would construe any ambiguity against the draftsman, by virtue of being the draftsman, shall not apply.
In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover attorneys' fees
and costs of litigation in addition to all other remedies available at law or in equity. All expenses incurred in
connection herewith shall be borne by the respective party incurring such expense; it being understood that all income
taxes arising from the disposition of the Transferred Interests pursuant to this Agreement shall be borne by Seller. The
representations, warranties and covenants of the parties contained in this Agreement shall survive the date hereof and
shall not be extinguished thereby notwithstanding any investigation or other examination by any party. From time to
time, at Buyer's request, and without further consideration, Seller will execute, acknowledge and deliver all instruments
of further assurance and do all such acts and things as may reasonably be required more effectively to convey, transfer to
and vest in Buyer and his or her assignees, all Transferred Interests to be conveyed pursuant to the terms hereof.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and date first
above written.
SELLER
BUYER
Jodi Kuhn, DDS
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and date first
above written.
SELLER
Randy Ellis, DDS
BUYER
4
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Schedule A
Ownership of Interests
Seller Stock Interest Percenta e
Rand Ellis, DDS 100%


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EXHIBIT l(b)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), is entered into as of January
1, 2013, by and between Randy Ellis, DDS an individual ("Seller"), and Jodi Kuhn, DDS ("Buyer"), an individual.
WITNESSETH:
WHEREAS, Buyer and Seller entered into a Purchase Agreement, dated as of the date hereof (the
"Purchase Agreement"), with respect to Interests of Children's Dental Clinic of Thornton, P.C., pursuant to which
Seller agreed to sell, assign, transfer, convey and deliver, and Buyer agreed to purchase, all of Seller's right, title and
interest in and to the Transferred Interests;
WHEREAS, Seller is a party to the Prior Transactions and Seller desires to assign all his right, title and
interest in the Prior Transactions to Buyer pursuant to the terms of the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and agreements set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the
meanings given to them in the Purchase Agreement.
2. Assignment. Seller hereby assigns, transfers and conveys to Buyer all of Seller's right, title and
interest, to the extent assignable or transferable by it, in and to the Prior Transactions.
3. Buyer Undertaking. Buyer assumes and agrees to pay, perform and/or discharge in accordance
with their terms the liabilities and obligations of Seller arising hereafter under the Prior Transactions (except for
liabilities or obligations arising out of any breach of the Prior Transactions prior to the date hereof). Other than as
specifically stated herein or in the Purchase Agreement, Buyer assumes no debt, liability or obligation of Seller other
than those under the Prior Transactions.
4. No Ratification, Extension or Renewal. This Agreement is not intended to, and does not, in any
way ratify, extend or renew any liability that has terminated or expired pursuant to its terms or otherwise.
5. Further Assurances. Seller hereby agrees to take any and all additional actions and to execute,
acknowledge and deliver any and all other acts, powers of attorney, instruments or other documents that Buyer may
reasonably request in order to effect the intent and purposes of this Agreement and the transactions contemplated
hereby and/or by the Purchase Agreement.
6. Remedies. The remedies of Seller and Buyer with respect to any claim arising from a breach of
this Agreement shall be as set forth in the Purchase Agreement.
7. Amendment and Modification; Waiver. Subject to applicable law, this Agreement may be
amended, modified and supplemented only by written instrument authorized and executed by Seller and Buyer at
any time with respect to any of the terms contained herein. No waiver by any party of any of the provisions hereof
shall be effective unless explicitly set forth in writing and executed by the party so waiving. The waiver by either
party hereto of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.
8. No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the parties
hereto and their respective successors and permitted assigns and nothing herein is intended or shall be construed to
confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights,
remedies or claims under, or by any reason of, this Agreement or any term, covenant or condition hereof. Neither
2112544.2
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this Agreement, nor any of the rights, interests or obligations hereunder, may be assigned, in whole or in part, by any
party without the prior written consent of the other parties hereto, which consent shall not be umeasonably withheld.
9. Consented Assignment. Anything contained herein to the contrary notwithstanding, this
Agreement shall not constitute an agreement to assign any claim, right, contract, license or commitment if an
attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in
any material way affect the rights of Seller thereunder, unless such consent is obtained. If such consent is not
obtained, or if an attempted assignment would be ineffective or would materially affect the rights thereunder of
Seller so that Buyer would not in fact receive all such rights, Seller shall cooperate in any reasonable arrangement
designed to provide for Buyer the benefits under any such claim, right, contract, license or commitment, including
enforcement of any and all rights of Seller against the other party or parties thereto arising out of the breach or
cancellation by such other party or otherwise.
10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE ST ATE OF TENNESSEE WITHOUT GIVING EFFECT TO
THE PRINCIPLES OF THE CONFLICTS OF LAWS THEREOF.
11. Inconsistencies with Asset Purchase Agreement. Notwithstanding anything to the contrary
contained herein, the terms of this Agreement are subject to the terms, provisions, conditions and limitations set
forth in the Purchase Agreement, and this Agreement is not intended to alter the obligations of the parties to the
Purchase Agreement. In the event of any inconsistencies between the terms of this Agreement and the terms of the
Purchase Agreement, the parties hereto agree that the terms of the Purchase Agreement shall control.
12. Headings. The headings of this Agreement are for purposes ofreference only and shall not limit or
otherwise affect the meaning hereof.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names as
of the date first above written.
SELLER
BUYER
Jodi Kuhn, DDS
2112544.2 2
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this Agreement, nor any of the rights, interests or obligations hereunder, may be assigned, in whole or in part, by any
party without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld.
9. Consented Assignment. Anything contained herein to the contrary notwithstanding, this
Agreement shall not constitute an agreement to assign any claim, right, contract, license or commitment if an
attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in
any material way affect the rights of Seller thereunder, unless such consent is obtained. If such consent is not
obtained, or if an attempted assignment would be ineffective or would materially affect the rights thereunder of
Seller so that Buyer would not in fact receive all such rights, Seller shall cooperate in any reasonable arrangement
designed to provide for Buyer the benefits under any such claim, right, contract, license or commitment, including
enforcement of any and all rights of Seller against the other party or parties thereto arising out of the breach or
cancellation by such other party or otherwise.
I 0. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE ST ATE OF TENNESSEE WITHOUT GIVING EFFECT TO
THE PRINCIPLES OF THE CONFLICTS OF LAWS THEREOF.
I I. Inconsistencies with Asset Purchase Agreement. Notwithstanding anything to the contrary
contained herein, the terms of this Agreement are subject to the terms, provisions, conditions and limitations set
forth in the Purchase Agreement, and this Agreement is not intended to alter the obligations of the parties to the
Purchase Agreement. In the event of any inconsistencies between the terms of this Agreement and the terms of the
Purchase Agreement, the parties hereto agree that the terms of the Purchase Agreement shall control.
I2. Headings. The headings of this Agreement are for purposes ofreference only and shall not limit or
otherwise affect the meaning hereof.
I3. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names as
of the date first above written.
SELLER
Randy Ellis, DDS
BUYER
2112544.2 2
Kuhn 000181
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EXHIBIT l(d)(i)
ASSIGNMENT
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer to Jodi Kuhn, DDS all of
the stock interests of Children's Dental Clinic of Thornton, P.C., a Colorado Professional Corporation (the
"Company"), standing in the name of the undersigned on the books of the Company. The undersigned does hereby
irrevocably constitute and appoint Linda S. Zoeller attorney to transfer such stock interests on the books of the
Company, with full power of substitution in the premises.
This Irrevocable Stock Power is executed in connection with that certain Purchase Agreement, dated as of
January 1, 2013, by and between the undersigned and Jodi Kuhn, DDS.
Dated: January 1, 2013.
S, Stockholder
2112544.2
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DENVER. CO 80238-3069
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