Contemporary Family Dentistry, P.C. and Malori M. Mills, D.D.S. and Sidney L. Johnson, D.D.S. v. A&E Dental Properties, LLC and Seth M. Evetts, D.D.S.

IN THE DISTRICT COURT OF MCCLAIN COUNTY STATE OF OKLAHOMA CONTEMPORARY FAMILY DENTISTRY P.C., MALORI M. MILLS, D.D.S. and SIDNEY L. JOHNSON, D.D.S., Plaintiffs, v. A&E DENTAL PROPERTIES, LLC., and SETH M. EVETTS, D.D.S., Defendants. CASE NO. CJ-26-56 VERIFIED PETITION COMES NOW Plaintiffs Contemporary Family Dentistry, P.C., Malori M. Mills, D.D.S., and Sidney L. Johnson, D.D.S. (the "Plaintiffs") for their claims for relief against A&E Dental Properties, LLC, and Seth M. Evetts, D.D.S. In support, Plaintiffs allege and state as follows: I. PARTIES, JURISDICTION AND VENUE 1. Contemporary Family Dentistry, P.C. ("CFD") is an Oklahoma For Profit Professional Corporation registered and doing business in the state of Oklahoma, including McClain County, Oklahoma. 2. Malori M. Mills, D.D.S. ("Dr. Mills") is a citizen and resident of Oklahoma. 3. Sidney L. Johnson, D.D.S. ("Dr. Johnson") is a citizen and resident of Oklahoma. 4. A&E Dental Properties, L.L.C., is an Oklahoma limited liability company registered and doing business in Oklahoma including without limitation McClain County, Oklahoma. 5. Seth M. Evetts D.D.S. ("Dr. Evetts") is a citizen and resident of Oklahoma. 6. Among other things, this is an action seeking specific performance under a contract involving real property located in McClain County, Oklahoma. 7. This Court has Jurisdiction over the parties and the subject matter of this action, as well as venue pursuant to 12 O.S. § 131. II. BACKGROUND 8. On March 1, 2018, Dr. Mills and Dr. Evetts entered into that certain Stock Sale Agreement wherein Dr. Evetts sold to Dr. Mills 50% of the outstanding common shares of CFD for a total purchase price of $716,071.00, which constitutes all of the shares owned by Dr. Evetts (the “Agreement”). A true and correct copy of the Stock Sale Agreement is attached hereto as Exhibit “A.” 9. Dr. Mills completely performed under the Agreement by paying to Dr. Evetts the total purchase price of $716,071.00 (the “Purchase Price”). 10. On March 1, 2018, A&E Dental Properties, L.L.C., and CFD entered into that certain Dental Office Lease in which CFD leased certain real property located at 1117 Northwest 32nd Street, Newcastle, Oklahoma 73065 (the “Subject Property), for an original term of eight (8) years (the “Lease”). A true and correct copy of the Dental Office Lease is attached hereto as Exhibit “B.” 11. The Lease states it shall “automatically be extended in six-month increments upon the failure of either party to give the other notice of non-renewal at least ninety (90) days prior to the expiration of the primary term or any extension thereof.” See Exhibit B, at ¶ 1. 12. The Lease further states that upon exercise of the option to purchase (described in more detail below), CFD “shall pay rent to [A&E Dental Properties, L.L.C.] on a month-to-month basis up to ninety (90) days after expiration of the primary term to allow for closing[.]” Additionally, after the expiration of this ninety (90) day extension, “the lease will automatically be extended in 6 month increments upon failure of either party to give notice of non-renewal." See Exhibit B, at ¶ 1. 13. To date, Dr. Evetts and A&E Dental Properties, L.L.C., have not provided notice of any kind that the Lease would not be renewed. 14. As part of the bargain and included in the purchase price of the Agreement, Dr. Evetts agreed to, inter alia, grant Sidney L. Johnson D.D.S. and/or Dr. Mills the exclusive right and option to purchase "100 percent" of the Subject Property "after a period of eight (8) years." See Exhibit A at ¶ 5(b); Exhibit B at ¶ 25. 15. Under the Agreement, "[t]he term of the Option shall commence March 1, 2026" and "will expire at the end of [CFD's] lease of the premises[.]" See Exhibit A at ¶ 5(b). 16. The Agreement does not require any specific form of notice, nor does it require exercise of the option prior to expiration of such option. See Exhibit A at ¶ 5(b). 17. Under the terms of the Lease, "the Option shall commence March 1, 2018, and will expire at the end of [CFD's] lease of the premises . . . which includes but is not limited to all renewals or extensions of [CFD's] lease." See Exhibit B at ¶ 25(c). 18. The Lease states CFD "may exercise this Option by providing written notice to [A&E Dental Properties, L.L.C.] of [CFD's] intent to purchase the Premises at least ninety (90) days prior to expiration of the primary lease term, or any extension thereof." See Exhibit B at ¶ 25(d). 19. Accordingly, under the Lease, written notice is permitted but not required to exercise the option to purchase the Subject Property contained therein. 20. Pursuant to the Agreement and the Lease, "the price will be at fair market value which will be determined by two appraisals completed by 'qualified appraisals,'" one obtained by the buyer, and one obtained the seller. See Exhibit A at ¶ 5(b); Exhibit B at ¶ 25. 21. After the parties obtain their appraisals, the "value will be determined by the average of [the] two separate appraisals[.]" See Exhibit A at ¶ 5(b); Exhibit B at ¶ 25. 22. Throughout the last eight (8) years, Dr. Johnson and Dr. Mills have at all times intended to exercise the option to purchase the Subject Property, and Dr. Evetts has been aware of their intention to purchase the Subject Property. 23. Specifically, on September 18, 2025, Dr. Johnson provided written correspondence to Dr. Evetts, explicitly notifying him that the option to purchase the Subject Property was being exercised. Dr. Johnson further desired to get everything squared away such that the purchase of the Subject Property would be seamless. 24. Dr. Evetts responded to this written correspondence by stating the parties should wait until January 2026 to begin obtaining the required appraisals. Further, Dr. Evetts accepted this written communication as an effective exercise of the option to purchase the Subject Property. 25. The parties engaged in many conversations thereafter regarding the purchase of the Subject Property. 26. On December 7, 2025, Dr. Evetts explicitly acknowledged that Dr. Johnson informed Dr. Evetts that the option to purchase the Subject Property had been exercised in September 2025 and further acknowledged the Lease would extend for ninety (90) days after February 28, 2026, to allow for closing on the Subject Property. See Email Correspondence dated December 7, 2025, attached hereto as Exhibit "C." 27. In his December 7, 2025, email, Dr. Evetts again reiterated that the parties should wait until January 2026 to begin obtaining the required appraisals. 28. At no time throughout the many discussions regarding the exercise of the option to purchase did Dr. Evetts indicate the option had not been properly exercised or otherwise object to the method by which Dr. Johnson notified Dr. Evetts that they were exercising the option. 29. In reliance on Dr. Evetts’ agreement that the option to purchase the Subject Property had been exercised, Dr. Johnson and Dr. Mills obtained an appraisal from a certified appraiser chosen at random by their bank, which they provided to Dr. Evetts on January 20, 2026. 30. Dr. Johnson and Dr. Mills’ appraisal shows the entirety of the real property is worth approximately $1,420,000.00. 31. Dr. Evetts and A&E Dental Properties, L.L.C. thereafter refused to provide their own appraisal. 32. On January 30, 2026, both Dr. Johnson and Dr. Mills again provided written notice to Dr. Evetts that they intended to exercise the option to purchase the Subject Property contained within the Agreement in their individual capacities (the “January Notice”). Such notice was provided by letter sent certified mail, return receipt requested and by regular U.S. mail. A true and correct copy of the January Notice is attached hereto as Exhibit “D.” 33. In the January Notice, Dr. Johnson and Dr. Mills requested Dr. Evetts perform as agreed in the Agreement and obtain the required appraisal of the Subject Property. 34. Dr. Evetts and A&E Dental Properties, L.L.C. thereafter obtained the required appraisal after repeated demands, which valued the Subject Property at $1,680,000.00 to $2,141,000.00; however, Dr. Evetts and A&E Dental Properties, L.L.C. maintain they will not sell the Subject Property to Dr. Johnson or Dr. Mills for less than $2,141,000.00. 35. Dr. Evetts and A&E Dental Properties, L.L.C. are obligated under the terms of the Agreement and the Lease to sell the Subject Property to Dr. Johnson and Dr. Mills at a price determined by the average of the two appraisals (i.e., ($1,910,500.00 + $1,420,000.00) / 2) or $1,650,500.00. 36. Separately, as part of the Agreement, Dr. Evetts also agreed to execute an employment contract with CFD wherein Dr. Evetts would provide dentistry services to CFD for one-year with the option to renew the employment contract so long as it remained mutually beneficial to both CFD and Dr. Evetts ("Employment Contract"). A true and correct copy of the Employment Contract is attached hereto as Exhibit "E." 37. Dr. Evetts executed the Employment Contract on March 1, 2018, and renewed same on March 1, 2019. Dr. Evetts worked for CFD providing dentistry services for approximately two (2) years, until Dr. Evetts voluntarily resigned on February 29, 2020. 38. The Employment Contract contained a covenant not to compete in which Dr. Evetts agreed upon leaving his employment with CFD, Dr. Evetts would not "practice dentistry in a manner that will compete with [CFD] according to the terms of the" Covenant Not to Compete executed in conjunction with the Agreement. See Exhibit E at ¶ 10. 39. Indeed, as part of the Agreement, Dr. Evetts also executed a Covenant Not to Compete dated March 1, 2018, which explicitly acknowledged Dr. Mills bargained for and purchased the goodwill of CFD, and the price of the shares was adjusted for the purpose of factoring in said goodwill. A true and correct copy of the Covenant Not to Compete is attached hereto as Exhibit "F." 40. The Covenant Not to Compete states as follows: To ensure the worth of the goodwill [Dr. Evetts] hereby agrees that he will not, during his association with [Dr. Mills] for the practice of dentistry and for three (3) years from the termination for any reason of such association (the "Covenant Period"), but not less than a total of six (6) years, directly nor indirectly, whether as owner, shareholder, director, agent, employee or in any other capacity whatsoever, compete with [Dr. Mills] or her successors or assigns in the operation of a practice the same as or similar to that herein conveyed within a thirty (20) [sic] mile radius\(^{1}\) of the location of the practice (the "Protected Area"). 41. Because Dr. Evetts' Employment Contract ended on or about February 29, 2020, the Covenant Period elapsed on March 1, 2024. 42. Pursuant to the inclusion of the Covenant Not to Compete, the parties contemplated inclusion of a liquidated damages provision, which states as follows: [Dr. Evetts] acknowledges that his compliance with the [Covenant Not to Compete] hereof is necessary to protect the value of the stock being acquired by [Dr. Mills] pursuant to the Agreement. [Dr. Evetts] further acknowledges that a breach of the [Covenant Not to Compete] hereof may result in irreparable and continuing damage to [Dr. Mills] for which there may be no adequate remedy at law; and agrees that in the event of any intentional breach of said covenants [Dr. Mills] may elect between: b. liquidated damages which shall be immediately due [to Dr. Mills] in the amount of twenty-five percent (25%) of the purchase price for the corporate stock (as set forth in the Stock Sale Agreement). These liquidated damages are agreed upon since actual damages in the case of a breach would be difficult to establish and are not intended as a penalty. ("Liquidated Damages Provision"). See Exhibit F at ¶ 4. 43. The Liquidated Damages Provision provides for damages in the amount of $179,017.75, representing twenty-five percent of the Purchase Price paid by Dr. Mills. \footnotetext{1 The Agreement contains a scrivenors error regarding the geographical scope of the non-compete provision (\emph{i.e.}, 20 miles v. 30 miles). For the purposes of this action, Plaintiff stipulates to the use of twenty (20) miles.} 44. After Dr. Evetts voluntarily resigned from his employment with CFD on or about February 29, 2020, Dr. Evetts began practicing dentistry services at a nearby dental practice located less than twenty (20) miles from CFD in 2022 in direct violation of the Covenant Not to Compete. Dr. Evetts provided dental services to this dental practice of over a year. 45. Sometime thereafter, Dr. Evetts began providing dental services to a separate dental practice in 2023, which was also located less than twenty (20) miles from CFD. Dr. Evetts continued providing dental services at this dental practice for approximately one (1) year until he eventually purchased a dental practice in Tuttle, Oklahoma, less than twenty (20) miles from CFD in September 2024. FIRST CAUSE OF ACTION (Breach of Contract - Specific Performance) 46. Plaintiffs incorporate the allegations set forth above as if fully set forth herein. 47. Dr. Johnson and Dr. Mills possess a contractual right to purchase the Subject Property. See Exhibits A and B. 48. In accordance with the Agreement and the Lease, Dr. Johnson and Dr. Mills both exercised the option to purchase the Subject Property. See Exhibits C and D. 49. Dr. Evetts and A&E Dental Properties, L.L.C. now refuses to sell the Subject Property at the agreed upon price as required by the Agreement. 50. Dr. Johnson and Dr. Mills have been compelled to employ attorney’s to prosecute this action and are entitled to reasonable attorney’s fees and other costs under the terms of the Agreement, Lease, and applicable state law. WHEREFORE, premises considered, Dr. Johnson and Dr. Mills request the Court: (a) order Dr. Evetts and A&E Dental Properties, L.L.C. to perform under the Agreement and the Lease by conveying the Subject Property to Dr. Johnson and Dr. Mills for a total purchase price equal to the average of the appraisals obtained by Dr. Johnson and Dr. Mills on the one hand and by Dr. Evetts and A&E Dental Properties, L.L.C. on the other; (b) award Dr. Johnson and Dr. Mills their attorney's fees and costs; (c) order such other and further relief to which Dr. Johnson and Dr. Mills may be justly entitled. In the alternative, Dr. Johnson and Dr. Mills request judgment in their favor for damages in the principal amount of $1,650,500.00, plus pre and post judgment interest, attorney's fees and costs, and such other relief to which Dr. Johnson and Dr. Mills may be justly entitled. SECOND CAUSE OF ACTION (Declaratory Judgment – Option to Purchase) 51. Plaintiffs incorporate the allegations set forth above as if fully set forth herein. 52. Under 12 O.S. § 1651, this Court is empowered "in cases of actual controversy" to make a determination as to "the construction or validity of any . . . agreement." Such a determination is appropriate where, as here, it will "terminate the controversy, or some part thereof, giving rise to the proceeding." 53. There is an "actual controversy" between Plaintiffs and Defendants regarding the terms of the Agreement and the Lease, which controversy has already given rise to this Petition. 54. A determination as to the interpretation of the terms and provisions of the Agreement will resolve, in part if not in whole, this matter by clarifying the material provisions and the rights and obligations of each party arising thereunder. 55. Dr. Johnson and Dr. Mills have been compelled to employ attorney's to prosecute this action and are entitled to reasonable attorney's fees and other costs under the terms of the Agreement and applicable state law. 56. Accordingly and in light of the facts described herein, Plaintiffs are entitled to a declaratory judgment from this Court setting forth the following: (1) the Agreement was made March 1, 2018; (2) Dr. Johnson and Dr. Mills have the contractual right to purchase the Subject Property pursuant to the Agreement; (3) the option to purchase the real property expires at the termination of the lease of the Subject Property; (4) the Agreement and Lease do not require any formal notice to exercise the option to purchase the Subject Property; (5) the option to purchase 100 percent of the premises includes the entire building and the real property on which it was built; and (6) the purchase price is the average of the appraisals obtained by Dr. Evetts and A&E Dental Properties, L.L.C. on the one hand, and Dr. Mills and Dr. Johnson on the other. THIRD CAUSE OF ACTION (Breach of Contract – Non-Compete Agreement) 57. Plaintiffs incorporate the allegations set forth above as if fully set forth herein. 58. Dr. Mills and CFD entered into valid and enforceable contracts with Dr. Evetts, specifically the Covenant Not to Compete and the Employment Contract. 59. The Covenant Not to Compete contains a valid and enforceable liquidated damages provision. 60. Dr. Evetts failed to comply with the Covenant Not to Compete and the Employment Contract by providing dentistry services to at least two different dentistry practices, both of which are located less than twenty (20) miles from CFD. 61. Dr. Evetts has directly and indirectly induced and solicited patients of CFD to leave the treatment of CFD or otherwise requested or assisted third parties in requesting patients of CFD leave the treatment of CFD, and Dr. Evetts has directly and indirectly solicited potential patients of CFD in the Protected Area. 62. Dr. Evetts has breached the Covenant Not to Compete and the Employment Contract. 63. Dr. Evetts continuously breached the Covenant Not to Compete and the Employment Contract by providing dentistry services to dentistry practices located within the twenty (20) mile radius prohibited by the Covenant Not to Compete and the Employment Contract throughout the entire Covenant Period and by soliciting and/or taking patients of CFD throughout the Covenant Period. 64. Dr. Evetts’ continual breaches of the Covenant Not to Compete and the Employment Contract have materially damaged Dr. Mills and CFD by diminishing the value of the shares purchased and interfering with the prospective business advantage those same shares were intended to provide. Dr. Evetts has also caused a loss of revenue by taking patients of CFD, causing the goodwill purchased by Dr. Mills to diminish in value. WHEREFORE, premises considered, Dr. Mills and CFD request judgment against Dr. Evetts in the principal amount of $179,017.75, representing twenty-five percent of the Purchase Price paid by Dr. Mills, for liquidated damages, plus pre- and post-judgment interest, attorney’s fees and costs, and for such other and further relief to which they may be entitled. FOURTH CAUSE OF ACTION (Declaratory Judgment – Non-Compete Agreement) 65. Plaintiffs incorporate the allegations set forth above as if fully set forth herein. 66. Under 12 O.S. § 1651, this Court is empowered “in cases of actual controversy” to make a determination as to “the construction or validity of any . . . agreement.” Such a determination is appropriate where, as here, it will “terminate the controversy, or some part thereof, giving rise to the proceeding.” 67. There is an “actual controversy” between Plaintiffs and Defendants regarding the terms of the Agreement, which controversy has already given rise to this Petition. 68. A determination as to the interpretation of the terms and provisions of the Agreement will resolve, in part if not in whole, this matter by clarifying the material provisions and the rights and obligations of each party arising thereunder. 69. Accordingly and in light of the facts described herein, Dr. Mills and CFD entitled to a declaratory judgment from this Court setting forth the following: (1) the Covenant Not to Compete was executed March 1, 2018, (2) the Covenant Not to Compete is valid and enforceable pursuant to 12 O.S. § 218, (3) the Covenant Period did not elapse until March 1, 2024, (4) during the Covenant Period, the Covenant Not to Compete prohibited Dr. Evetts from providing dentistry services to a dental practice located within twenty (20) miles of CFD, (5) during the Covenant Period, the Covenant Not to Compete prohibited Dr. Evetts from taking patients from CFD, (6) the Liquidated Damages Provision is valid and enforceable, and (7) breach of the Covenant Not to Compete entitles Dr. Mills and CFD to $179,017.75, representing twenty-five percent of the Purchase Price. FIFTH CAUSE OF ACTION (Temporary Restraining Order/Preliminary Injunction) 70. Plaintiffs incorporate the allegations set forth above as if fully set forth herein. 71. Dr. Evetts and A&E Dental Properties, L.L.C., refuse to convey the Subject Property to Dr. Johnson and Dr. Mills although required to do so, and therefore Dr. Evetts and A&E Dental Properties, LLC intend to unlawfully force CFD off the Subject Property at the expiration of the Lease. 72. As a result of Dr. Evetts and A&E Dental Properties, L.L.C.’s intended actions, CFD will suffer substantial damages and irreparable harm, including without limitation an interruption to its business operations, which could last months or require a permanent closure, and the loss of the location of its dental practice in Newcastle, Oklahoma. 73. CFD has operated its dental practice in Newcastle on the Subject Property since its inception, and the loss of the Subject Property would irreparably harm CFD and could not be compensated by monetary damages. 74. Based on the above and foregoing, CFD has demonstrated a likelihood of success on the merits and is, therefore, entitled to injunctive relief. 75. CFD, Dr. Mills, and Dr. Johnson are entitled to a preliminary injunction prohibiting Dr. Evetts and A&E Dental Properties, LLC, from terminating the Lease, refusing to extend the Lease, or otherwise forcing CFD off the Subject Property until the issues involved in this lawsuit are resolved or until this Court orders otherwise. Further, CFD, Dr. Mills, and Dr. Johnson are entitled to a preliminary injunction requiring Dr. Evetts and A&E Dental Properties, L.L.C., to continue leasing the Subject Property to CFD on a month-to-month basis at the same monthly rate as agreed to in the Lease until such time as the issues involved in this lawsuit are resolved. 76. CFD, Dr. Mills, and Dr. Johnson are entitled to a temporary restraining order until such time as a hearing may be held on the request for a preliminary injunction, and a preliminary injunction be entered by the Court until the issues involved in this lawsuit are resolved or until this Court orders otherwise. Respectfully submitted, Daniel V. Carsey, OBA No. 21490 Bryan R. Lynch, OBA No. 33559 Braden W. Mason, OBA No. 34913 HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON, P.C. 100 North Broadway Ave., Suite 2900 Oklahoma City, Oklahoma 73102 (405) 553-2828 (405) 553-2855 – Facsimile [email protected] [email protected] [email protected] ATTORNEYS FOR PLAINTIFFS VERIFICATION STATE OF OKLAHOMA ) ) SS: COUNTY OF McClain ) I, Sidney L. Johnson D.D.S., Individually and as President of Contemporary Family Dentistry, P.C., being of lawful age and being duly sworn, upon oath state that I have read the foregoing Verified Petition, that I am familiar with matters set out therein and that the same are true and correct to the best of my information and belief. Sidney L. Johnson, D.D.S., Individually and as President of Contemporary Family Dentistry, P.C. Subscribed and sworn before me this 23 day of February 2026. (SEAL) Notary Public My Commission Expires: 12/20/29 Commission Number: 25014(ce)2 VERIFICATION STATE OF OKLAHOMA ) COUNTY OF McClain ) SS: I, Malori M. Mills D.D.S., Individually and as Shareholder of Contemporary Family Dentistry, P.C., being of lawful age and being duly sworn, upon oath state that I have read the foregoing Verified Petition, that I am familiar with matters set out therein and that the same are true and correct to the best of my information and belief. Malori M. Mills, D.D.S., Individually and as Shareholder of Contemporary Family Dentistry, P.C. Subscribed and sworn before me this 23 day of February 2026. (SEAL) Notary Public My Commission Expires: 12/29/29 Commission Number: 25014002 EXHIBIT "A" EXHIBIT "A" STOCK SALE AGREEMENT AGREEMENT made this 1st day of March, 2018, by and between MALORI M. MILLS, D.D.S., (the "Buyer"), and SETH M. EVETTS, D.D.S., (the "Seller"). WITNESSETH: WHEREAS, the Seller is the owner of 50% of the outstanding common shares, par value $1.00 per share, of CONTEMPORARY FAMILY DENTISTRY, P.C.. an Oklahoma professional corporation, (the "Corporation"), and WHEREAS, the Seller desires to sell, and the Buyer desires to purchase all of such shares at the price and subject to the terms and conditions set forth herein. NOW THEREFORE, the parties agree as follows: 1. Sale of Stock. The Buyer shall purchase and the Seller shall sell an aggregate of five hundred common shares of CONTEMPORARY FAMILY DENTISTRY, P.C., constituting one half of the issued and outstanding shares of Contemporary Family Dentistry, P.C., for the total purchase price of $716,071.00, (the "Total Purchase Price"), paid as shown below. 2. Representations of Seller. The Seller represents, warrants and agrees with the Buyer as follows: a. Corporate Status. The Corporation is a professional corporation duly organized and existing in good standing under the laws of the State of Oklahoma and has the corporate power to own its properties and carry on its business as now being owned and conducted. b. Shares of Stock. The 500 common shares being sold pursuant to this Agreement constitutes fifty percent (50%) of the issued and outstanding shares of the Corporation. All of such shares have been validly issued and are fully paid and non-assessable. There are no outstanding subscriptions, options or other agreements obligating the Corporation to issue additional shares or any other securities of any class. c. Liabilities. As of the date hereof, the Corporation has no liabilities, absolute or contingent, (except as may have been made known to Buyer) and there is no litigation, proceeding, judgment, order or decree pending, or to the knowledge of the Seller, threatened against the Corporation, or to which the Corporation is a party, by any person, firm, corporation or association, or by or before any public body, agency or authority, which has or may have a materially adverse effect on the financial condition of the Corporation. EXHIBIT "A" d. Title to Shares. The Seller has good and marketable title to all of the common shares of the Corporation, with the absolute right to sell, assign and transfer the same to the Buyer free and clear of all liens, pledges, security interests or encumbrances and without any breach of any agreement to which they are party or parties. 3. Payment of Purchase Price. The Total Purchase Price for the stock of the Corporation shall be paid in full at the closing, less adjustments at closing, if any. 4. Closing. The closing date shall be March 1, 2018, and the closing shall take place at 10:00 o'clock, A.M., at the offices of the Buyer's lender, or at such other time and place as may be agreed upon by the parties. The closing shall be conditioned upon the following: a. The Corporation shall not since the date of this agreement have (i) issued or sold any shares, bonds or other corporate securities, or given options or rights to purchase or otherwise acquire such shares, bonds or corporate securities, (ii) incurred any obligation or liability, absolute or contingent, except current liabilities and obligations incurred in the ordinary course of business, (iii) discharged or paid any obligation or liability, absolute or contingent, other than current liabilities and obligations incurred in the ordinary course of business, (iv) made any payment or distribution to its shareholders or purchased or redeemed any of its shares, (v) mortgaged, pledged, created a security interest in, or subjected to lien or other encumbrance of any of its assets, tangible or intangible, except in the ordinary course of business, (vi) sold or transferred any of its tangible assets or cancelled any debts or claims, except in each case in the ordinary course of business, (vii) sold, assigned or transferred any intangible assets, or (viii) entered into any transaction other than in the ordinary course of business. b. The representations and warranties of the respective parties, and the contents of any certificates furnished on their behalf, shall be true and correct. c. The execution by Seller of the Covenant not to Compete set forth on Exhibit "A" attached hereto. d. The execution by Seller and the Corporation of the Employment Contract set forth on Exhibit "B" attached hereto. e. The execution by Corporation and A & E Dental Properties, L.L.C., of the Real Estate Lease set forth on Exhibit "C" attached hereto. f. The execution by Seller of the Instructions to Corporate Secretary forth on Exhibit "E" attached hereto. EXHIBIT "A" 5. Special Agreements. a. As part of the consideration for this stock sale Buyer has included he value of Seller's continued participation as a dentist with Corporation for a period of at least one year. Because of the difficulty in assessing damages in the event that Seller does not work for the entire one year period, the parties have agreed that the sum of up to $3,580 shall be paid to Buyer by Seller as liquidated damages and not a penalty as follows: 1/12 of said sum for each month or part of a month short of twelve (12) months, that Seller terminates his employment with Buyer for any reason other than health or disability or other event over which he has no control. b. Seller grants the exclusive right and option for Sidney Johnson, D.D.S. and/or Malori M. Mills, D.D.S. (or any designee of the same), an individual shareholders of Buyer ("Third-Party Beneficiaries"), to purchase 100 percent, in equal shares, of the Premises from the Seller after a period of eight (8) years. In the event one of the main Shareholders decides not to purchase interest in the Premisis, the remaining named Shareholder is entitled to purchase 100% of the Premisis. The price will be at fair market value which will be determined by two appraisals completed by "qualified appraisers". The appraisal value will be determined by the average of two separate appraisals, one by the Seller and one by the Buyer and will be paid in cash at closing. Malori Mills will have second right of refusal to purchase the property, with first right of refusal given to Sidney Johnson, if property is up for sale prior to March 1, 2026. Malori Mills will continue to have second right of refusal at any time that the Premises becomes for sale and is occupied by the Corporation's dental practice. The term of this Option shall commence March 1, 2026. This option will expire at the end of the Corporation's lease of the premises occupied by the Corporation's dental practice, which includes but is not limited to all renewals or extensions of the Corporation's lease. 6. Indemnification. The Seller shall indemnify and hold harmless the Buyer, its successors and assigns, against any and all damages resulting from any breach of any representation, warranty or agreement, set forth in this Agreement, or the untruth or inaccuracy thereof, including but not limited to all statements or figures contained in any of the exhibits to this Agreement. The Seller, shall indemnify and hold harmless the Buyer against any and all debts, liabilities, choses in action, or claims of any nature, absolute or contingent, together with all expenses and legal fees resulting from any such breach, untruth or inaccuracy, or which may be incurred to compromise or defend such liabilities, choses in action, or claims of any nature, absolute or contingent, including, but not limited to, any and all liabilities for federal income or excise taxes, or state or municipal taxes of any nature. This obligation to indemnify and hold harmless shall survive the closing but shall be limited to liabilities of which the Seller shall receive notice in writing from the Buyer, or its successors or assigns within six years from the date of the closing of this transaction. The Buyer, its successors and assigns, shall notify the Seller of any such liability, asserted liability, breach of warranty, untruth or inaccuracy of representation, or any claim thereof, with reasonable promptness, and the Seller or his legal representatives shall have, at his election, the right to compromise or defend any such matter involving asserted liability of the Corporation through counsel of his own choosing, at the expense of the Seller. Such notice and opportunity to compromise or defend, if applicable, shall be a condition precedent to any liability of the Seller under this Agreement. EXHIBIT "A" The Seller shall notify the Buyer, or its successors or assigns, in writing promptly of his intention to compromise or defend any claim and the Buyer, its successors or assigns, shall cooperate with the Seller and his counsel in compromising or defending against any such claim. 7. Buyer to be Bound by Existing Shareholder Agreements and Bylaws. The Buyer agrees to be bound by existing shareholder agreements and the corporate Bylaws in the same manner as the Seller. 8. Expenses. Each party shall pay his/her expenses incurred in connection with this Agreement, including counsel fees and expenses of his/her representatives. 9. Finder's Fees. The Seller and the Buyer represent that there is no obligation to pay any commission, finder's fee, or similar charge in connection with the transactions provided for in this Agreement. Each of the Seller and the Buyer will indemnify and hold each other harmless from and against any loss, liability and damage, including expenses arising out of any claim for any such commission, fee or charge, so far as any arises by reason of services alleged to have been rendered to, or at the instance of, such party. 10. Survival of Representations. The representations, warranties and agreements of Seller and Buyer contained in this Agreement shall survive, the closing, and shall be unaffected by any investigation made by any party at any time. 11. Notices. All notices given under any of the provisions of this Agreement shall be deemed to have been duly given by the Buyer if mailed by registered or certified mail to the Seller addressed to SETH M. EVETTS. D.D.S. at 12005 Ashbury Circle, Oklahoma City, OK 73170, and shall be deemed to have been duly given by the Seller if mailed by registered or certified mail to the Buyer addressed to MALORI M. MILLS, D.D.S. at 15212 Western Vista Dr., Edmond, OK 73013, or to such other address as each of the foregoing may designate in writing by registered or certified mail to each of the others. 12. Purchase for Investment. The Buyer represents that her purchase hereunder is being made for her own account for investment, and with no present intention of resale. 13. Amendment. Neither this Agreement or any term or provision hereof may be changed, waived, discharged or terminated orally, or in any manner other than by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. 14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties, and their successors and assigns, heirs and personal representatives, except as otherwise expressly provided herein. EXHIBIT "A" 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. IN WITNESS WHEREOF, the parties have duly executed this Agreement at the offices of the Escrow Agent and the Buyer, as of the date first above written. BUYER: MALORI M. MILLS, D.D.S. SELLER: SETH M. EVETTS, D.D.S. EXHIBIT "B" EXHIBIT "B" EXHIBIT "C" - REAL ESTATE LEASE DENTAL OFFICE LEASE THIS LEASE CONTRACT, executed in duplicate, entered into this 1st day of March, 2018, between A & E DENTAL PROPERTIES, L.L.C., an Oklahoma limited liability company, hereinafter called "Lessor," and Contemporary Family Dentistry, P.C., an Oklahoma professional corporation, hereinafter called "Lessee." WITNESSETH: WHEREAS, Lessor is the sole owner of a certain piece of real property located at 1117 Northwest 32nd Street, Newcastle, OK 73065-6326, more particularly described hereinbelow, and WHEREAS, Lessee desires to lease said property and the building thereon. IT IS THEREFORE AGREED, in consideration of the mutual covenants herein exchanged and other good and valuable consideration as follows: 1. Demise, Description of Leased Property and Term of Lease. The Lessor does hereby lease unto the Lessee, and the Lessee does hereby hire and take of and from the Lessor, the use and occupancy of the ground floor and common space of the building located at 1117 Northwest 32nd Street, Newcastle, OK 73065-6326, more particularly described as: See Attached Exhibit "A" and hereinafter referred to as the "Premises", TO HAVE AND TO HOLD the same for the term of eight (8) years next ensuing from March 1, 2018, and to be fully completed and ended on February 28, 2026. This lease shall automatically be extended in six-month increments upon the failure of either party to give the other notice of non-renewal at least ninety (90) days prior to the expiration of the primary term or any extension thereof, unless the Lessee has given written notice of the intention to exercise the option to purchase real-estate at or before the said ninety (90) day period. If Lessee provides this timely written notice of the intent to exercise option to purchase real-estate, Lessee shall pay rent to the Lessor on a month-to-month basis up to ninety (90) days after expiration of the primary term to allow for closing on the Premises. After the ninety (90) day month-to-month extension, the lease will automatically be extended in 6 month increments upon failure of either party to give notice of non-renewal. 2. Security Deposit. On the date this Lease is executed by Lessee, Lessee shall pay to Lessor a security deposit in the net amount of No Dollars and No Cents ($0.00) to guarantee that the Leased Premises will be left in good condition, with normal wear and tear excepted. In the event there are no damages to the premises at the expiration and vacation of the Leased Premises, the balance of the deposit remaining, if any, can be used to pay a portion of the last month's rent at Lessor's option. If Lessee is in default under this Lease more EXHIBIT "B" than two (2) times within a twelve (12) month period, irrespective of whether the or not the default is cured, then, without limiting Lessor's other rights and remedies provided in this lease or at laws or equity, a Security Deposit shall be due of Eleven Thousand and 00/100 Dollars ($11,000), which shall be paid by Lessee to the Lessor forthwith on demand. If Lessee does not pay the demand, this shall be considered default of the lease. 3. Use of Premises. The above letting is made to the Lessee with the agreement and understanding that the same shall be used as and for a dental office and no other purpose. 4. Default. Lessee shall be in default of this agreement if the leased Premises shall be deserted or vacated; or at any time the rent shall not be paid within 10 days of notice of failure to pay; or in case of the violation of the covenants herein contained (other than a failure to pay rent) and such violation is not cured by Lessee within 30 days after notice of such violation or if it may not be cured within 30 days, if cure is not commenced within 30 days and thereafter diligently prosecuted to completion; or if the Lessee shall file any petition in bankruptcy, or shall be declared or adjudged a bankrupt under the laws of the United States, or shall make as assignment for the benefit of creditors, or commit any act of insolvency, or shall make any transfer of property the purpose of which might tend to defeat the collection of the rent due or to become due under this lease, and in either of said cases, the Lessor shall have the option to terminate this lease or to declare the entire amount of the rent which would become due and payable during the remainder of the term covered by this lease, or any portion thereof which the Lessor may elect so to declare to be due and payable immediately, by notice in writing to that effect given to the Lessee personally, or mailed to its last known address, and to demand payment thereof and to enforce such payment by the ordinary legal methods; but in this event the Lessee (if it shall have paid the rent thus demanded for any unexpired portion of said term), shall have the right to underlet the Premises (notwithstanding the restrictions contained in the Subletting paragraph) for the unexpired portion of said term which had been so paid for, to any suitable and unobjectionable Lessee to be used for any purpose for which the Lessor might lawfully lease the Premises and to collect the rent therefor for its own reimbursement, or if the same is collected by the Lessor, to require the same to be paid over to it. 5. Lease Payments. Lessee shall pay Lessor One Million Fifty-Six Thousand Dollars and No Cents ($1,056,000.00) payable in equal monthly installments of Eleven Thousand and 00/100 Dollars($11,000.00) on the first day of each and every month during said term in advance until the full payment shall be made, at the office of the Lessor, or by direct deposit into Lessor's designated bank account. Lessee shall pay, in addition to the rental herein provided, insurance on the premises and on Lessee's property on the premises pursuant to paragraph 6. below plus any excess over $16,000.00 annually for real estate taxes. This will be paid directly by the Lessee but if paid by Lessor shall be repaid by Lessee upon demand by Lessor. A late charge equal to fifteen percent (15%) of the Total Rent shall be assessed each month on any such payment not received by 5:00 pm on the tenth (10th) day of the month in which the said payment is due. Checks tendered in payment of rent by the Lessee that are returned unpaid (i.e. non-sufficient funds or stopped payment) shall incur a service charge of EXHIBIT "B" Thirty-Five and 00/100 Dollars ($35.00) in addition to the fifteen percent (15%) late charge. Amounts payable under this paragraph shall be deemed Additional Rent. 6. Required Insurance Coverage. a. General Coverage. The Lessee will maintain insurance as follows: 1) against loss or damage by all risks commonly included in extended coverage policies written in McClain County, Oklahoma in an amount satisfactory to the Lessor; 2) insurance against loss or damage to the Lessee's property located on the Leased Premises; 3) public liability and property damage insurance applicable to the Leased Premises in an amount no less than $1,000,000.00; and 4) all other forms of insurance imposed by applicable legal requirements or customarily maintained by owners of like properties. b. Current Combined Insurance Requirement and Deductibles. Lessee must maintain the current business owners insurance which covers Building Replacement Cost in addition to Business Personal Property. Coverages will be increased as inflation and property value increases require upon demand by Lessor. Any changes in deductibles must be approved by Lessor. The Lessor shall bear the first $5,000.00 of any casualty deductible with any excess being paid by the Lessee. c. Proof of Insurance and Named Insured. Any Proof of insurance must be provided to Lessor each year, including a copy of the insurance spectrum policy declarations. All insurance maintained by the Lessee will name the Lessor, the Lessee and any mortgagee designated by the Lessor as insureds as their respective interests appear; include an effective waiver by the insurer of all rights of subrogation against any named insured; provide that the coverage afforded by such policies will not be canceled by the insurer without prior written notice to the Lessor; and be issued by companies and in forms reasonably satisfactory to the Lessor in all other respects. After the execution of this Agreement, and continuously thereafter during the Lease Term, the Lessee will deliver to the Lessor true and correct copies of all insurance policies required by this 7. Subletting or Assignment. Said Premises, or any part thereof, shall not be assigned, let or underlet, or used or permitted to be used for any purpose other than first above mentioned, without the written consent of the said Lessor or of its agent and legal representative. 8. Improvements to Property. Lessee shall not make any alterations, additions or improvements (including the erection of an exterior sign) in said Premises without the written consent of said Lessor, and all alterations, additions or improvements which shall be made by either of the parties hereto upon the Premises except movable office furniture, equipment, trade fixtures and personal property, put in at the expense of the Lessee, or trade fixtures purchased and installed by a prior tenant which were subsequently purchased by the Lessee, shall be the property of the said Lessor and shall remain upon and be surrendered with the Premises as a part thereof, at the termination of this lease, without disturbance, molestation or injury. Lessee must repair any damage caused by the removal of such equipment and trade fixtures or Lessee may at Lessee's sole option leave such equipment or any part of it in place upon Lessee's departure from the premises. 9. Lessor's Rights Regarding Effects Left Upon Termination. If the Lessee shall fail to remove all effects from said Premises upon termination of this lease for any cause whatsoever, the Lessor may at its option remove the same in any manner that the Lessor shall choose and store said effects without liability to the Lessee for loss thereof, and the Lessee agrees to pay the Lessor on demand any and all expenses incurred in such removal, including court costs and attorney's fees and storage charges on such effects for any length of time the same shall be in the Lessor's possession or, the Lessor may at its option without notice sell said effects or any part of the same at public sale and without legal process for such price as the Lessor may obtain and apply the proceeds of such sale upon any amounts due under this lease from the Lessor and upon the expense incident to the removal and sale of said effects. 10. Fire or Other Casualty Loss. If all or any part of the Premises is damaged or destroyed by fire, severe weather (including but not limited to tornadoes), other Acts of God or other casualty insured under the standard extended coverage endorsement applicable to the Premises, the Lessor shall, except as otherwise provided herein, repair and rebuild the Premises with reasonable diligence, and if there is a substantial interference with the operation of the Lessee's business in the Premises, the rental shall be equitably apportioned for the duration of such repairs in proportion to the extent to which there is interference with the operation of the Lessee's business. Notwithstanding the foregoing provisions, Lessor as well as Lessee shall have the option to terminate this lease in the event that damage to the building exceeds fifty percent (50%). Notwithstanding the foregoing provisions, in the event the Premises shall be damaged by fire or other insured casualty due to the fault or neglect of the Lessee, or the Lessee's servants, employees, Employees, agents, visitors, or licensees, then, without prejudice to any other rights and remedies of the Lessor, the damage shall be repaired by the Lessee, but there shall be no apportionment or abatement of any rent. Except to the extent provided for in this paragraph, neither the rent payable by the Lessee nor any of the Lessee's other obligations under any provision of this lease shall be affected by any damage to or destruction of the Premises by any cause whatsoever, and the Lessee hereby expressly waives any and all additional rights it might otherwise have under any law or statute. 11. No Waiver of Rights by Lessor. No act or thing done by the Lessor or its agents during the terms hereby granted shall be deemed an acceptance of a surrender of said Premises, and no agreement to accept a surrender of said Premises shall be valid unless the same is made in writing and subscribed by the Lessor. 12. Repairs, Maintenance and Utilities. a. Lessee will maintain and keep in good repair all areas not expressly made the responsibility of Lessor. This includes but is not limited to the interior of the building, heating, cooling, plumbing and electrical systems of the building (subject to the limitations below) and the grounds and parking areas (including snow removal, mowing, keeping the shrubbery trimmed away from the building, maintaining the sprinkler system and general landscape maintenance including required watering and fertilization). Lessee shall have the HVAC serviced and filters changed at least twice annually. Lessee further will replace all light bulbs as needed. b. The Lessee shall contract and pay for the following services: Gas and Electric service (including lighting for the parking area), janitorial service, water, sewer and trash removal. c. The Lessor shall stripe and re-pave the parking area as needed and will keep the roof and the exterior of the building in good repair. d. Lessee hereby covenants and agrees that, after the delivery of the Leased Premises from the Lessor, it will, at its own costs and expense, maintain and make all repairs (including but not limited to replacements) to the interior of the Leased Premises, "interior" being defined as that portion of the Leased Premises from (and including) floor covering, up to (and including) the acoustical ceiling, and inside the exterior walls, including but not limited to, all doors and door closers to and from the Leased Premises, all plumbing, toilets, sinks, faucets, hot water heater, restroom exhaust fans, electrical, heating ventilating and air conditioning equipment within or servicing the Leased Premises. Lessee further covenants and agrees that in order to keep the look and feel of a class "A" Business, it will refresh the interior finishes of the Leased Premises to include, but not be limited to re-painting, ceiling tile replacement, floor surface replacement or re-finish, and interior furniture, fixtures, and equipment used by the public to be refurbished as needed, at its own cost and expense. Lessee failure to refresh the premises as required herein will constitute a non-monetary default. Lessee shall forthwith, at its own expense, replace any damaged, broken or cracked window frames and mountings and plate glass windows with glass that meets all safety codes and is in accordance with the specifications as agreed by the Lessor and at least comparable to what was replaced. In connection therewith, Lessee agrees to maintain and provide Lessor with the evidence of plate glass insurance during the term of this Lease, or Lessor will self-insure for said plate glass insurance and charge the cost thereof to the Lessee as additional rent. Lessee shall maintain the interior utility lines servicing the Leased Premises. Lessee shall furnish all replacement electric light bulbs and ballasts for the interior and the exterior of the Leased Premises. Lessee must maintain the grounds and parking area (including snow removal, mowing, keeping shrubbery, trees and tree limbs trimmed away from the building and roofline to prevent damage to the building and/or roof, maintaining the sprinkler system and general landscape maintenance including watering, weed control and fertilization). If Lessee fails to maintain grounds as stated above, then Lessor may order the grounds maintained by an outside agent and charge the cost thereof to the Lessee as additional rent. If damage to building occurs and is found due to improper maintenance of grounds (including but not limited to trees/tree limbs damaging gutter, windows, roof line, or roof), the Lessor will charge the cost thereof to repair said damage, plus an administrative fee not to exceed twenty percent (20%) of the total cost of such repairs, to the Lessee as additional rent. The Lessee shall pay, be responsible for and assume the risk of loss for costs, expenses, maintenance and repairs set forth above whether caused by third parties, Lessee, Lessee's employees, agents, customers, suppliers, or assigns, or other causes. e. Four heating/air conditioning (heat pump) units, one mini-split air conditioning unit (located in the "mechanical room"), and electrical systems to the Leased Premises have been provided by the Lessor, but repair, maintenance and replacement of the heating, cooling and electrical systems of the building will be the responsibility of the Lessee. Maintenance includes, but is not limited to, changing the heating/cooling system filter(s) on all four units with an appropriate filter every six (6) months or one (1) time per year, depending on the specifications and condition of the filter and tune-ups to the heating/cooling system as needed. In instance of replacement, replacement unit(s) must be in accordance with the specifications as agreed by the Lessor and at least comparable to what was replaced. Prior to expiration of this Lease Agreement, the 4 heat pump units and the mini-split unit will be evaluated by a Licensed heating and air conditioning specialist to determine the working condition of the units. If repairs or replacement of any of these units is deemed necessary by the specialist, the Lessee will be notified in writing which unit(s) need repair and/or replacement. If Lessee chooses not to repair or replace within thirty (30) days, or fails to repair or replace the unit(s), then the cost thereof associated with repair or replacement of the unit(s), up to but not limited to, the cost of delivery and installation, plus an administrative fee not to exceed twenty percent (20%) of the total cost of such repairs, will be considered as part of the original Lease Agreement and will be charged to Lessee as additional rent, even after expiration of the Lease Agreement and/or vacation of the Leased Premises if the working time of the repairs and/or replacements extend past the expiration date of this Lease Agreement. f. Lessee agrees to notify the Lessor prior to conducting any repairs or replacement to repairs that may alter the appearance of the exterior of the building (including but not limited to window frame replacement and/or plate glass window replacement, heat pump replacement, as stated above) and must notify Lessor prior to conducting any repairs which require access to the roof. In the event of an emergency, either party may proceed with making the necessary repairs or replacements without first obtaining authorization or approval from the other party, however notification of such repair must be given to the other party as soon as is practicable. g. Lessor may enter the Leased Premises at any time to inspect it. If the Lessor deems that the Lessee has failed to maintain the Leased Premises as required hereinabove, Lessor shall give Lessee written notice detailing such findings and notice to Lessee to make the necessary repair or replacements. After thirty (30) days of such notice by Lessor to Lessee, Lessee has not remedied said findings, Lessor may, but shall not be obligated to, remedy such finding by ordering repair(s) or replacement as stated in said notice and charge the cost thereof, plus an administrative fee not to exceed twenty percent (20%) of the total cost of such repairs or replacements, to the Lessee as additional rent. 13. Notice. Except for the monthly rental notices, all notices shall be certified or registered mail or notices delivered in hand to the Lessor or Lessor's agent and to the Lessee or Lessee's agent on the Premises. If the Premises are unoccupied or acceptance of said notice is refused by the Lessee or Lessee's Agent, said notice may be served on the Lessee by posting same in a prominent place on the Premises. This paragraph shall apply to notices provided for in this lease or by the laws of the State of Oklahoma. 14. Additions by Lessor. It is further agreed that this lease is made by the Lessor and accepted by the Lessee under the distinct understanding and agreement that the Lessor shall have the right and privilege to make and build additions to the building of which the demised space is a part, and to make such alterations and repairs to said building as it may deem wise and advisable without any liability to the Lessee therefor. Lessor has the right to improve 2nd floor (attic space) any time to be used as additional lease space. If 2nd floor is EXHIBIT "B" finished out for lease space, this will be done with as little disruption as possible to Lessee. This may require access and modification of the North entranced to the building but main entrance to lease space (West entrance) will not be used as to limit disruption to the Lessee business. Furthermore, Lessor covenants that if any tenant, other than Lessee, ever uses the 2nd Floor, that said tenant will be prohibited from taking any action or engaging in any conduct which disrupts the normal business of Lessee. 15. Special Considerations Regarding the 2nd floor. 2nd Floor (attic space) is not intended for use by the Lessee. However, it may be used as storage for the Lessee if approval is given by the Lessor. If approval is allowed by Lessor, the area must be kept neat and organized as dictated/directed by Lessor. Lessor has the right to deny the use of the 2nd floor space by the Lessee at any time, for any reason. If Lessor requires removal of property/ items on 2nd floor space which are owned by Lessee, then Lessee will be given verbal notice by Lessor. If verbal notice to remove Lessee property from 2nd floor is given to Lessee by Lessor, then Lessee will have thirty (30) days to remove its items from 2nd floor. If after thirty (30) days of such notice by the Lessor to Lessee, Lessee has not removed its property, then Lessor may order the removal of these items by an outside agent and charge the cost thereof, plus an administrative fee not to exceed twenty percent (20%) of the total cost of removal, to the Lessee as additional rent. 16. Condemnation. In the event any portion of said Premises is taken by any condemnation or eminent domain proceedings, the monthly rental herein specified to be paid shall be ratably reduced according to the area of the Premises which is taken, and Lessee shall not be entitled to any condemnation award except that portion of any such award allocable to Lessee's improvements and relocation costs. Should all of the Premises be taken by eminent domain, then and in that event this lease will terminate and Lessee will be entitled to that portion of the condemnation award allocable to its improvements and relocation costs. 17. Right to Enter Premises. In addition to any other right of access granted herein, Lessor, or any of Lessor's agents, shall have the right to enter said Premises during all reasonable hours to examine the same or to make such repairs, additions, or alterations as may be deemed necessary for the safety, comfort, or preservation thereof, or of said building, or to exhibit said Premises at any time within ninety (90) days before the expirations of this lease. Said right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions which do not conform to this agreement. Lessor may enter the Leased Premises at any time to gain access to 2nd floor space, therefore Lessee must immediately notify Lessor of security alarm code changes and provide Lessor with the new security alarm code at that time. Lessee must immediately notify Lessor of changes to door locks that allow access to the Leased Premises and provide Lessor with a new key to any said door locks within twenty-four (24) hours. 18. Policy on Employee Parking and Smoking. a. Parking. Lessee, shall not allow its employees to park their cars on the streets or at businesses adjacent to the Lease space, or in a space provided for public use, but shall have them park in such a space as the Lessor shall designate from time to time as free parking for use of Lessee and their employees. In addition, parking spaces are intended for single space parking. Double parking, defined as a single vehicle occupying two designated parking spaces, may not be allowed. If a parking violation has occurred, the Lessor will notify the Lessee, in writing. After twenty-four (24) hours of such notice by Lessor to Lessee, Lessee has not remedied said parking violation, Lessor may, but shall not be obligated to, remedy such occurrence(s) by hiring a towing company to remove the vehicle(s), plus an administrative fee not to exceed twenty percent (20%) of the total cost of towing fee, to the Lessee as additional rent. b. Smoking. Lessee shall not allow its employees, family or vendors to smoke or loiter in front of the Leased Premises or in front of any other Lessee's Leased Premises. 19. Lessor Not Liable For Damage to Personal Property or Injury. All personal property in said Premises shall be and remain at Lessee's sole risk, and Lessor shall not be liable for any damage to nor loss of such personal property arising from any acts of negligence of any other persons; nor from the leaking of the roof; nor from the bursting, leaking, or overflowing of water, sewer, or steam pipes; nor from heating or plumbing fixtures; nor from electric wires or fixtures; nor from any other cause whatsoever except the negligence or willful misconduct of Lessor, its agents, employees or independent Employees; nor shall the Lessor be liable for any injury to the person of the Lessee or other persons in said Premises except as may be caused by the negligence or willful misconduct of Lessor, its agents, employees or independent Employees; the Lessee expressly agreeing to save the Lessor harmless in all such cases. 20. Indemnification by Lessee. In consideration of said Premises being leased to Lessee for the above rental, Lessee agrees that Lessee, at all times, will indemnify and keep harmless Lessor from all damage, liabilities, and expenses which may arise or be claimed against Lessor and be in favor of any person, firm, or corporation for any injuries or damages to the person or property of any persons, firm or corporation consequent upon or arising from omissions, neglect, or fault of Lessee (Lessor's agents, servants, employees, licensees, customers, or invites); or consequent upon or arising from Lessee's failure to comply with the aforesaid laws, statutes, ordinances, or regulations; that Lessor shall not be liable to Lessee for any damage, losses, or injuries to the persons or property of Lessee which may be caused by the acts, neglect, omissions, or faults of any person, firm, or corporation, other than the negligence or willful misconduct of Lessor, its agents, employees and independent Employees, and that Lessee will indemnify and keep harmless Lessor from all damages, liabilities, losses, injuries, or expenses which may arise or be claimed against Lessor and be in favor of any person, firm, or corporation for any injuries or damages to the person or property of any person, firm, or corporation where said injuries or damages arose about or upon said Premises except such as may be caused by the negligence or willful misconduct of Lessor, its agents, employees or independent Employees. 21. Surrender by Lessee. Lessee agrees to surrender to Lessor at the end of the term of this lease, said Premises in as good condition as said Premises were at the beginning of the term of this lease, ordinary wear and tear excepted. 22. Lessee's Duties Regarding Liens on Premises. Lessee further agrees that Lessee will pay all liens of Employees, subEmployees, mechanics, laborers, materialmen, and other items of like character, placed on the Premises on account of Lessee's actions, and will indemnify Lessor against all legal costs and charges, bond premiums for release of liens, including counsel fees reasonably incurred in and about the defense of any suit in discharging the said Premises or any part thereof from any liens, judgments, or encumbrance caused or suffered by Lessee. It is understood and agreed between the parties hereto that the cost and charges above referred to shall be considered as rent due, subject to the remedies for default, as in the case of rent. 23. Lien on Personal Property of Lessee. The Lessor shall have a lien as security for the payment of the rent aforesaid upon all the goods, wares, chattels, implements, fixtures, tools and other personal property, which are or may be put on the demised premises, and such lien may be enforced on the nonpayment of any of the rent aforesaid, by the taking and sale of such property in the same manner as in cases of chattel mortgage on default thereof; said sale to be made upon six days' notice, posted upon the demised premises, and served upon the lessee, or left at said premises, or at his place of residence or as otherwise required by Oklahoma Statutes. 24. Lessor's Right To Assign Interest In Rents. The Lessor shall have the right, without selling its fee interest in the Premises or assigning its interest in this lease, to assign from time to time the whole of the net rent at any time payable hereunder to persons, firms, corporations, trusts, or other entities designated by the Lessor in a written notice to the Lessee and in any such case the Lessee shall pay the net rent, subject to the terms of this lease, to the Lessor's designee at the address mentioned in any such notice for the period covered by such assignment. 25. Option to Purchase Real Estate a. Grant of Option. Lessor, who is the Owner of the Premises, in consideration of Lessee leasing the Premises, grants the exclusive right and option for Lessees, Sidney L. Johnson, D.D.S. and/or Malori M. Mills, D.D.S. (or any designee of the same), an individual shareholders of Lessee ("Third-Party Beneficiaries"), to purchase 100 percent of the Premises from the Lessor after a period of eight (8) years. In the event that one of the main shareholders decides not to purchase the interest in the Premises, the remaining is entitled to purchase 100% of the Premises. The price will be at fair market value which will be determined by two appraisals completed by "qualified appraisers." The appraisal value will be determined by the average of two separate appraisals, one by the Seller and one by the Buyer and Buyer will be paid cash at closing. b. Right of Refusal. Malori M. Mills, D.D.S. will also have second right of refusal to purchase the property, with first right of refusal given to Sidney L. Johnson of the Lessee, if property is up for sale prior to March 1, 2026. Malori M. Mills, D.D.S. will continue to have second right of refusal at any time that the Premises becomes for sale and is occupied by the Corporation's dental practice. c. Option Period. The term of this Option shall commence March 1, 2018 and will expire at the end of the Corporation's lease of the premises occupied by the Corporation's dental practice, which includes but is not limited to all renewals or extensions of the Corporation's lease. Tenant must not be in default of its obligations under this lease as a condition prescedent to the exercise of this option. EXHIBIT "B" d. Exercise of Option. Lessee may exercise this Option by providing written notice to Lessor of the Lessee's intent to purchase the Premises at least ninety (90) days prior to expiration of the primary lease term, or any extension thereof. e. At the time of closing, Lessor will make, execute and deliver a good and sufficient Warranty Deed covering said premises subject to the exceptions above stated and the balance of said purchase price shall be paid in cash at closing. f. If title is not marketable, and cannot be made so within a reasonable time, Lessee may elect not to purchase the property, and this Agreement shall terminate and both parties be released therefrom. Lessor shall be entitled to retain all rental payments made. Lessee shall pay the rentals provided under the Lease up to and including the month during which the said purchase is consummated, and until consummation thereof the relationship of said parties shall be and remain landlord and tenant. If Lessee (Buyer) does not exercise the option to purchase as contained herein, all payments shall be retained by Lessor as rental payments, and this Lease shall be terminated and both parties release therefrom. In addition, Buyer shall be responsible for any and all sales or other taxes incurred by virtue of this agreement and shall hold Seller harmless therefrom. g. Risk of loss remains with Seller until Closing. h. The parties shall share the costs of Closing. The Seller shall pay for the abstracting portion of title insurance and the Buyer shall pay for the title opinion and the actual insurance. Taxes will be prorated for the calendar year. 26. Miscellaneous Provisions. a. Severability. It is further understood and agreed that in the event any provision of this lease shall be adjudged, decreed, held, or ruled to be invalid, such portion shall be deemed severable, and it shall not invalidate or impair the agreement as a whole or any other provision of the agreement. b. Lessor not a Partner of Lessee. It is expressly understood that the Lessor shall not be construed or be held to be a partner or associate of the Lessee in the conduct of Lessee's business; it being expressly understood that the relationship between the parties hereto is and shall remain at all times that of Lessor and Lessee. c. Lessee's Rights Subject to Mortgage. Lessee's rights shall be subject to any bona fide mortgage which now covers said Premises and which may hereafter be placed on said Premises by Lessor, or to any underlying lease now or later covering the entire property, however, this lease shall remain in full force and effect as long as Lessee is not in default. EXHIBIT "B" d. Quiet Enjoyment. Subject to the terms, conditions, and covenants of this lease, Lessor agrees that Lessee shall and may peaceably have, hold, and enjoy the Premises above described without hindrance or molestation by Lessor. e. Gender, etc. The terms Lessor and Lessee as herein contained shall include singular and/or plural, masculine, feminine, and/or neuter, heirs, successors, executors, administrators, personal representatives, and/or assigns wherever the text so requires or admits. f. Entire Agreement. This lease contains the entire agreement between the parties hereto and all previous negotiations leading thereto, and it may be modified only by an agreement in writing signed and sealed by Lessor and Lessee. No surrender of the demised Premises or the remainder of the term of this lease shall be valid unless accepted by Lessor in writing. g. Time of Essence. It is understood and agreed between the parties hereto that time is of the essence in all of the terms and provisions of this lease. h. Governing Law. This lease shall be construed and enforced in accordance with the laws of the State of Oklahoma. i. Headings. Section Headings contained in this lease are for reference purposes only and shall not affect in any way the meaning or interpretation of this agreement. j. Lease Binding on Successors. The terms and provisions of this lease shall extend to and be binding upon the successors and assigns of the Lessor and the successors, assigns, heirs, and representatives of the Lessee. IN WITNESS WHEREOF, the parties hereto have executed this lease on the day and year first above written. LESSEE: CONTEMPORARY FAMILY DENTISTRY, P.C. BY: ___________________________ SIDNEY L. JOHNSON, D.D.S., President LESSOR: A & E DENTAL PROPERTIES, L.L.C. ______________________________ SETH M. EVETTS, D.D.S. Sole Member and Manager EXHIBIT "B" EXHIBIT "A" - LEGAL DESCRIPTION Part of the Southwest Quarter (SW1/4) of Section Thirty-Four (34), Township Ten (10) North, Range Four (4) West, I.M., McClain County, Oklahoma, being more particularly as follows: Commencing at the SW/Corner of the SW1/4 of Section 34, Township 10 North, Range 4 West; THENCE N 89°59'24" E, along the South line of said SW1/4 a distance of 1,324.75 feet; THENCE N 00°00'36" W and perpendicular to said South line a distance of 90 feet to the North Right-of-Way line of State Highway 37 as established by a certain Warranty Deed recorded in Book 1267 Page 707, said point being the point of beginning; THENCE continuing N 00°00'36" W a distance of 300.00 feet; THENCE N 89°59'24" E and parallel with the South line of said SW1/4 a distance of 145.2 feet; THENCE S 00°00'36" E a distance of 300.00 feet to the said North Right of Way line of State Highway 37; THENCE S 89°59'24" W along said Right-of-Way line a distance of approximately 145.2 feet to the point or place of beginning. LESS AND EXCEPT a strip, piece or parcel of land lying in part of the SW1/4 of Section 34, Township 10 North, Range 4 West in McClain County, Oklahoma, described by metes and bounds as follows: Beginning at the SW/Corner of said SW1/4; THENCE North along the West line of said SW1/4 a distance of 110.00 feet; THENCE N 89°46'12" E a distance of 16.50 feet; THENCE S 88°12'55" E a distance of 568.89 feet; THENCE N 89°46'12" E a distance of 1800.00 feet; THENCE N 86°54'27" E a distance of 200.25 feet; THENCE S 81°41'57" E a distance of 61.21 feet to a point on the East line of said SW1/4; THENCE South along said East line a distance of 90.92 feet to the SE/Corner of said SW1/4; THENCE West along the South line of said SW1/4 a distance of 2645.81 feet to point of beginning. Except that the North Entrance will be "common space" and allow access to the stairwell/second floor and additional access to ground floor. Common space defined as, but not limited to, the space used by Lessor, Representatives of Lessor, Lessee, Employees of Lessee, Vendors, Future Lessee(s) and Occupant(s). EXHIBIT "C" EXHIBIT "C" From: Seth Evetts <[email protected]> Date: Sun, Dec 7, 2025 at 6:47 PM Subject: Option to Purchase Real Estate To: Sid Johnson <[email protected]> Cc: Seth Evetts <[email protected]>, Sarah Eileen <[email protected]> Hi Sid, In September, you expressed that you would like to exercise your option to purchase the Premises. As I communicated with you via text message, I have contacted a licensed commercial appraiser and we are going to get back into contact again in January to determine a timeline on the appraisal. Since the option to purchase has been exercised, the term of the primary lease has changed to allow for an extension, if necessary, for rent to be paid on a month-to-month basis, up to 90 days, after February 28, 2026. After the extension, the lease will be considered expired and this lease will go into non-renewal. However, if elected or needed, the lease agreement may be amended with new terms pending the agreement of both parties. Respectfully, -Seth EXHIBIT "D" EXHIBIT "D" 1/30/2026 VIA US MAIL, AND CERTIFIED MAIL Seth M. Evetts D.D.S. 12005 Ashbury Circle Oklahoma City, OK 73170 [email protected] Re: Exercise of Option to Purchase Real Property; Dear Mr. Evetts: As you know, pursuant to the Stock Sale Agreement dated March 1, 2018, executed by Malori M. Mills D.D.S. and you, Seth M. Evetts D.D.S., both of us, Malori M. Mills D.D.S. and Sidney L. Johnson D.D.S., possess the contractual right to purchase the real property located at 1117 Northwest 32nd Street, Newcastle, Oklahoma 73065 (the "Property"). At the time of execution of the Stock Sale Agreement, all parties contemplated that we would purchase the entirety of the Property including without limitation the building constructed thereon. You have been on notice from the time the Stock Sale Agreement was executed that we intended to exercise the option to purchase. We maintain that we have provided proper notice to you of our intent to exercise the option to purchase the Property and have complied with the terms and conditions in the Stock Sale Agreement. We further maintain that you have acknowledged we timely exercised the option to purchase the Property in September 2025 and you have waived any additional requirements you may allege are required under the Stock Sale Agreement. While we do not believe this letter is necessary, we yet again provide written notice to you of our intent to exercise the option to purchase the Property contained within the Stock Sale Agreement. We are hereby providing notice that we are exercising our contractual right to purchase the Property in our individual capacities. Accordingly, since you have agreed to sell the entirety of the Property to us pursuant to the terms of the Stock Sale Agreement, and we have delivered our appraisal to your legal counsel, demand is hereby made that you obtain the required appraisal of the Property within ten (10) business days of the date affixed to the top of this letter such that the purchase price may be determined and closing on the sale can be set. Should you fail to provide the required appraisal, we will immediately pursue any and all remedies available to us, including without limitation the filing of a lawsuit to compel your performance under the Stock Sale Agreement. This letter shall not be construed as a waiver of any rights, remedies, arguments, or prior positions taken by us or CFD. All rights are reserved with respect to the Stock Sale Agreement, Dental Office Lease, and this dispute. EXHIBIT "D" A&E Dental Properties, LLC, and Seth M. Evetts D.D.S. 1/30/2026 Page 2 Thank you for your attention to this matter. Sincerely, [signature] Sidney L. Johnson D.D.S. [signature] Malori M. Mills D.D.S. EXHIBIT "E" EXHIBIT "E" EXHIBIT "B" • EMPLOYMENT CONTRACT THIS AGREEMENT is made and entered into this 1st day of March, 2018, by and between CONTEMPORARY FAMILY DENTISTRY, P.C., an Oklahoma Professional corporation ("Employer"), and SETH M. EVETTS, D.D.S., ("Dentist" or "Employee"). In consideration of the mutual terms and provisions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows: 1. Employment and Duties. Employer hereby employs Employee in the capacity of a Dentist to perform dentistry at the location of Employer's practice at 1117 NW 32nd St., Newcastle, OK 73065. 2. Term. Except in the case of earlier termination as hereinafter specifically provided, the term of this Agreement shall be for a period of one (1) year, commencing March 1, 2018 and ending March 1, 2019. Thereafter, this Agreement may be extended for additional periods by mutual Agreement between Employer and Seth Evetts. If Dr. Evetts does decide to continue working following the one year agreement, he may do so as an independent contractor at that time. If a suitable associate is found and a smooth transition of Dr. Evetts has occurred, this Seller can give written notice of his voluntary resignation to the Buyer and/or Sid L. Johnson, of the Corporation. 3. Work Hours. Employee will work three days per week and such other hours as are mutually agreed upon by the parties. He will keep regular office hours during days worked. Should he be unable to work because of illness, personal vacations, etc., he will make his best effort to work additional days so that his monthly total of days worked comes out to what the normal amount of days worked would have been. Employer may determine that such "catch-up" is unnecessary. 4. Contractual Payments for Services. a. All dental fees of any nature earned by Employee for work performed at the Practice shall fall under the terms of this Agreement, including any referral fees. b. Employee shall receive as his sole compensation thirty-five percent (35%) of all Restorative Net Collections for which Employee performed the service plus lab fees with a cap of 38%, and up to $1000 lab fee per month (i.e., approximately $250.00 per week). The 35% plus lab fees and associate expenses are not to exceed 38% of monthly restorative collections. EXHIBIT "E" EXAMPLE: <table> <tr> <th>$1,100.00</th> <td>Gross fee including $250.00 lab fee.</td> </tr> <tr> <th>X .35</th> <td></td> </tr> <tr> <th>$385.00</th> <td>Gross fee paid to Employee (subject to adjustment as is provided below)</td> </tr> </table> c. Hygienist fees and diagnostic services performed by the hygienist, are not included in the calculation of the above percentage. The exam by Employee during hygiene and diagnostic services performed by Employee in the dentist's chair will be paid as follows: $12.84 for each Comprehensive Exam (150 code) completed in Hygiene and $8.76 for each Periodic Oral Evaluation Exam (120 code) in Hygiene. d. Payments are calculated on a daily basis but shall be made on the last day of the month or at other intervals agreed upon by the parties. e. Payments will be calculated on Net Collection which shall be defined as production less insurance adjustments and repayments and patient refunds. f. The compensation herein-above set forth includes an off-set for the use by Employee of Employer's equipment and tools. g. In the case of insurance, Employee will be paid 35% of collections for restorative, $12.84 for each Comprehensive Exam (150 code) completed in Hygiene and $8.76 for each Periodic Oral Evaluation Exam (120 code) in Hygiene. Employer may make monthly adjustments to the amount paid Employee to account for any discrepancy between the billed amount and the amount allowed by the insurance company. 5. Certain Benefits. Employee will receive no benefits except that he may participate in Employer's medical plan, if any, but must reimburse Employer therefor. 6. Representations and Warranties. Employee hereby represents and warrants to Employer as follows: a. Employee is duly licensed to practice dentistry in the State of Oklahoma and will keep his license current and in good standing during the term of this Agreement; b. There is no agreement, contract or provision which restricts or limits Employee from performing his duties under this Agreement or which requires Employee not to solicit patients within any geographical area, including McClain County, Oklahoma; c. Employee is qualified and currently competent to render the services as a Employee which are required under this Agreement; EXHIBIT "E" d. Employee will promptly complete such reports and prepare all dental records required by Employer and by good dental practice; e. Employee shall attend to all patients in accordance with good dental practice f. Employee shall provide "on-call" coverage to patients according to call schedule to be mutually determined by Employee and Employer; g. Employee shall use his best and most diligent efforts, shall perform professional and supervisory services, and shall render care to patients in accordance with and in a manner consistent with the highest dental standards, shall conduct himself in a manner consistent with principles of dental ethics or the American Dental Association and the Oklahoma State Dental Association, and shall comply with all rules, regulations, by-laws and other similar documents governing his practice as an Employee of Employer; h. Employee has and will maintain at all times all necessary narcotics and controlled substances numbers and licenses as may be required for his practice; i. Employee's license to practice dentistry in any state has never been suspended or revoked; j. Employee has never been reprimanded, sanctioned or disciplined by any licensing board or state or local dental society or specialty board; k. Employee will maintain professional liability insurance in an amount at least equal to that carried by the other dentists in the practice and will name Employer as an additional insured. In the event Employer provides such insurance, Employee will reimburse Employer therefor. 7. Support Services. Employer will provide to Employee, as determined by Employer in its discretion, suitable office and operatory space, dental supplies and an adequate number of assistants to enable Employee to fulfill his duties hereunder. 8. Restriction. During the term of this Agreement, Employee agrees to devote his best efforts to further the interests of Employer but Employee may provide dental services outside his employment with Employer so long as they are consistent with the Non Competition and Non-Solicitation covenants contained herein and do not infringe on the days Employee is to work for Employer. 9. Termination. a. In General. This Agreement may be terminated prior to the expiration of the term in any of the following events: 1) By mutual agreement of the parties; 2) For cause, as provided hereafter; 3) By reason of material breach, as provided hereafter; or 4) Upon the death of the Employee. b. Termination for Cause. Employer may terminate this Agreement for cause upon written notice to Employee upon the occurrence of the following events: 1) That he is not able to perform the services required of him under this Agreement. As used herein, "disabled" shall mean the Employee, for a period of four (4) consecutive weeks, is unable to perform, on a full-time basis, his duties under this Agreement; 2) The license of Employee to practice dentistry in the State of Oklahoma is suspended, revoked or terminated, or the State Board of Dental Examiners or other governmental agency having jurisdiction over Employee initiates any formal proceedings or formal investigation for the purpose of suspending, terminating or revoking such license or for the purpose of considering any of the foregoing; 3) The right or license of Employee to use or prescribe any controlled substance is suspended, revoked or terminated or any governmental agency having jurisdiction over controlled substances initiates any formal proceeding or formal investigation for the purpose of suspending, terminating or revoking any such license or for the purpose of considering any of the foregoing; or c. Termination Without Cause. Employer may terminate this Agreement at any time without cause upon sixty (60) days written notice to Employee d. Termination for Material Breach. If any party to this Agreement defaults by the failure to comply in all material respects with the terms of this Agreement or to substantially perform in good faith the services and duties required herein, any other party may terminate this Agreement upon written notice to the defaulting party if the defaulting party, after having received thirty (30) days' written notice from the terminating party of such default, has failed to correct such default. This provision shall not constitute an election of remedies by the terminating party, and the terminating party shall have and retain all rights to damages at law and rights to equitable relief in the event of breach by the defaulting party. EXHIBIT "E" e. Payment on Termination. In the event of termination, Employer shall pay Employee the amounts payable hereunder to the date of termination. 10. Covenant Not to Compete. Upon leaving Employer, Employee agrees that for the same period as the Protected Period and the same area as the Protected Area in the Covenant Not to Compete in Exhibit "A" above, Employee, for himself or on behalf of any other person, persons, firm, partnership, corporation or company, will not practice dentistry in a manner that will compete with Employer according to the terms of the aforesaid Covenant Not to Compete. 11. Covenant Not to Solicit Patients. Upon leaving Employer, Employee agrees that for the same period as the Protected Period in the Covenant Not to Compete in Exhibit "A" above, Employee, for himself or on behalf of any other person, persons, firm, partnership, corporation or company, will not call upon any patient, client or customer of the Employer for the purpose of soliciting, diverting or taking away any such patient, client or customer. 12. Severability. The provisions of this Agreement are severable and independent and shall be interpreted and applied consistently with requirements of reasonableness and equity. If any provision of this Agreement shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby. 13. Binding Effect. This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. 15. Assignment. This Agreement may not be assigned by Employee, nor may Employee delegate his duties hereunder without the express written consent of Employer. 16. Amendments. This Agreement may not be amended except by an instrument in writing signed by Employer and Employee. 17. Notices. Any notices required or permitted to be given hereunder shall be deemed to have been duly given if in writing and delivered personally or sent by United States first class mail, postpaid, addressed or delivered to the addresses set forth below the signatures of the parties. 18. No Waiver. No waiver of a breach of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting with regard to any breach of any provision of this Agreement shall be construed as a waiver of such breach. EXHIBIT "E" 19. Rights in Property. All title to supplies, fiscal records (except Contractor's personal records), patient charts, patient records, dental records, equipment and furnishings of Employer shall remain the sole property of Employer. 20. Entire Agreement. Employee acknowledges receipt of a copy of this Agreement and agrees that with respect to the subject matter hereof, it is the entire understanding and agreement with Employer regarding its subject matter, superseding any and all previous oral and written agreements regarding employment between Employee and Employer. There are no oral representations, understandings of agreements with Employer or any of its officers or representatives covering the same subject matter. DATED the day and year first above written. EMPLOYER: CONTEMPORARY FAMILY DENTISTRY, P.C. SIDNEY L. JOHNSON, D.D.S., President 1117 NW 32nd St. Newcastle, OK 73065 EMPLOYEE: SETH M. EVETTS, D.D.S. 12005 Ashbury Circle Oklahoma City, OK 73170 EXHIBIT "F" EXHIBIT "F" EXHIBIT "A" • COVENANT NOT TO COMPETE This Covenant Not to Compete ("Covenant") is made and effective 1st day of March, 2018, or the actual closing date of the Agreement as defined below, whichever is later, and is entered into by and between MALORI M. MILLS, D.D.S., ("Covenantee"), and SETH M. EVETTS, D.D.S., (the "Covenantor"). WHEREAS, Covenantee is purchasing the corporate stock of Contemporary Family Dentistry, P.C., belonging to Covenantor SETH M. EVETTS, pursuant to a certain Stock Sale Agreement between Covenantee and Covenantor, contemporaneously with this Covenant (the "Agreement"); and WHEREAS, the parties hereto desire to provide for the protection of the value of the stock being acquired by Covenantee pursuant to the Agreement; and WHEREAS, the execution of this Covenant by the Covenantor is a material inducement for Covenantee's execution of the Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained in the Agreement and this Covenant and in order to protect the value of the assets of an ongoing business to be transferred to Covenantee pursuant to the Agreement, the parties hereto agree as follows: 1. Covenantor's Relationship to the Practice Conveyed. Covenantor has created goodwill which is a personal asset and through his personal ability, personality, integrity and reputation has created strong patient relations with loyalty to the Practice. 2. Competition. To ensure the worth of the goodwill the Covenantor hereby agrees that he will not, during his association with Covenantee for the practice of dentistry and for three (3) years from the termination for any reason of such association (the "Covenant Period"), but not less than a total of six (6) years, directly nor indirectly, whether as owner, shareholder, director, agent, employee or in any other capacity whatsoever, compete with the Covenantee or her successors or assigns in the operation of a practice the same as or similar to that herein conveyed within a twenty (20) mile radius of the location of the practice (the "Protected Area"). Without limiting the foregoing, the Covenantor agrees he will not, during his association with Covenantee for the practice of Dentistry and for three (3) years from the termination for any reason of such association (the "Covenant Period"), but not less than a total of six (6) years, induce any patient to leave the treatment of Covenantee (or directly or indirectly assist any other person or entity in requesting or inducing any such patient to leave), or induce any employee of the Covenantee to leave the Covenantee's employment (or directly or indirectly assist any other person or entity in requesting or inducing any such employee of the Covenantee to leave such employment). a. Covenantor also agrees and covenants that he: EXHIBIT "F" (1) Shall not during the Covenant Period, directly or indirectly, solicit potential patients in the Protected Area or former patients whose records have been transferred, and (2) After the Covenant Period, shall not directly solicit the patients whose records have been transferred to the Covenantee; and (3) Shall not during the Covenant Period advertise a new practice or other dental employment in a newspaper or other media of general circulation which covers the Protected Area. b. For the purpose of this Covenant, "direct solicitation" shall include the Covenantor or his or her agent contacting the former patient with a letter or advertising sent to his or her home or contacting such patient telephonically, by facsimile or electronic mail. Indirect solicitation shall include advertising in a media targeted to an area which includes any part of the Protected Area. A "Web Site" is excepted from the definition of indirect solicitation but advertisement of the URL would be included in the prohibition. c. To "practice dentistry" shall not include (i) locum tenens coverage in any single office within the Restricted Area, for a period of time not to exceed ten (10) days (in that same dental office or clinic) during any twelve (12) month period of time, or (ii) government sponsored public health or other institutional or charitable practice that is limited to the treatment of non-private, or non-fee for service patients, or (iii) any non-clinical academic position in any dental related teaching institution. 3. Consideration to Covenantor. The consideration for this covenant is included in the purchase price set forth in the Agreement, the signing of this Covenant being required of Seller by the Covenantee as a condition of the purchase of the practice. 4. Remedies. The Covenantor acknowledges that his compliance with the covenants contained in paragraph one (1) hereof is necessary to protect the value of the stock being acquired by Covenantee pursuant to the Agreement. The Covenantor further acknowledges that a breach of the covenants in paragraph 1 hereof may result in irreparable and continuing damage to Covenantee for which there may be no adequate remedy at law; and agrees that in the event of any intentional breach of said covenants Covenantee may elect between: a. injunctive relief, and or such other and further relief at law or equity as may be proper, or b. liquidated damages which shall be immediately due Covenantee in the amount of twenty-five percent (25%) of the purchase price for the corporate stock (as set forth in the Stock Sale Agreement). These liquidated damages are agreed upon since actual damages in the case of a breach would be difficult to establish and are not intended as a penalty. EXHIBIT "F" 5. Severability. The provisions of this Covenant are severable and independent and shall be interpreted and applied consistently with requirements of reasonableness and equity. If any provision of this Covenant shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby. 6. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma. 7. Modification. This Covenant may not be changed, modified, released, discharged, abandoned or otherwise amended, in whole or in part, except by an instrument in writing signed by all parties herein. 8. Successors and Assigns. This Covenant shall be binding upon and shall inure to the benefit of Covenantee, the Covenantor and their respective successors and assigns. 9. Attorneys' Fees. In the event any action is brought by any party to this Covenant to enforce or interpret its terms or provisions, the prevailing party shall be entitled to reasonable attorneys' fees and costs. 10. Entire Agreement. The Covenant represents the entire agreement of the parties relating to the subject matter hereof. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein. COVENANTEE: MALORI M. MILLS, D.D.S. COVENANTOR: SETH M. EVETTS, D.D.S.