SURGICAL GUIDE AGREEMENT

Last revision: January 9th, 2023

THIS SURGICAL GUIDE AGREEMENT (“Agreement”) is entered on the date the order form was submitted by and between SGT DENTAL SOLUTIONS LLC., a Florida Limited Liability Company of FLORIDA, located at 2828, Casa Aloma way #400, Winter Park, Florida, 32792 (“Company”), the dental professional who’s signature is at the bottom of the order form (“Client”).

WHEREAS, the Company provides a surgical guide to its Clients for a variety of dental and
 oral surgeries (“Surgical Guide”) and provides a surgical plan for the Surgical Guide (“Surgical Plan”);

WHEREAS, the Client desires to engage the Company for the supply of Surgical Guides and
 Surgical Plans and the Company desires to provide the Client Surgical Guides and Surgical
 Plans pursuant to the terms herein;

NOW THEREFORE, in consideration of the above recitals and the covenants and promises
 hereinafter set forth, Company and Client agree as follows:

1.0 SURGICAL GUIDE. The Client will provide the Company digitally imaged data or DICOM
 data (“Data”) for the patient. From this Data, the Company will prepare a preliminary virtual
 surgery for the Client. The preliminary virtual surgery will be reviewed, modified and approved by the Client. Upon the Client’s approval and submission of the Work Authorization
 Form for each patient, a copy of the form is attached hereto as “Exhibit A” and incorporated
 herein by this reference, the Company will obtain or manufacture the requested Surgical
 Guide and/or the requested Surgical Plan. It is the sole responsibility of the Client to inspect
 and approve the Surgical Guide and Surgical Plan.

2.0 SCAN APPLIANCE. The term “Scan Appliance” refers to the appliance that is placed in
 the patient’s mouth while the CT or MRI is taken. It is from this scan that the Data is produced.
 The Company recommends using its Scan Appliances to ensure accurate Data and Surgical
 Guides. If a Scan Appliance manufactured by a third party is used, and/or models from which
 the Scan Appliance is made is not provided to the Company for fit verification of the Surgical
 Guides the Company is not responsible for inaccurate or defective Surgical Guides and/or
 Surgical Plans.

3.0 CLIENT REPRESENTATIONS. If the Client is the end user dentist, the Client represents
 that he or she is a licensed dental professional qualified to (1) order the Data and review it for
 accuracy (2) review and approve the Surgical Plan and (3) to perform the dental procedures
 outlined in the Surgical Plan and/or to use the Surgical Guide. If the Client is not the end user
 dentist, the Client represents that (1) it is qualified to order the Data, Surgical Guide and
 Surgical Plan and review and approve them for accuracy and (2) that the end user dentist is a
 licensed dental professional qualified to review and approve the Surgical Guide and/or
 Surgical Plan and to perform the dental procedures outlined in the Surgical Plan and/or to
 use the Surgical Guide.

Client represents that any Surgical Plan or Surgical Guide ordered or used was done so at the
 Client’s sole request and specifications. The Client agrees to take full medical responsibility
 for the design and the application of the Surgical Plan and Surgical Guide. Client represents
 that it is solely responsible for inspecting and approving the Surgical Guide and Surgical Plan
and any requested changes thereto.

4.0 DISCLAIMER OF WARRANTIES. COMPANY HAS NOT MADE AND DOES NOT MAKE ANY
 WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESSED OR IMPLIED, AS TO
 THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SURGICAL
 PLAN OR SURGICAL GUIDE, ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OR
 CAPACITY OF MATERIALS IN THE SURGICAL GUIDE OR WORKMANSHIP IN THE SURGICAL
 GUIDE, COMPANY’S TITLE TO THE SURGICAL PLAN OR SURGICAL GUIDE NOR ANY OTHER
 REPRESENTATION OR WARRANTY WHATSOEVER. Company shall not be liable to Client for
 any loss, damage, or expense of any kind or nature caused, directly or indirectly, by the
 Surgical Plan or Surgical Guide or the use thereof or the failure or operation thereof.


5.0 DISCLAIMER AND LIMITATION OF LIABILITY. Client AGREES AND UNDERSTANDS: THAT
 NEITHER COMPANY NOR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS OR
 EMPLOYEES (COLLECTIVELY, “REPRESENTATIVES”) IS AN INSURER; THAT Client CURRENTLY
 HAS AND SHALL ALWAYS MAINTAIN INSURANCE COVERING THE Client FOR USE OF THE
 SURGICAL GUIDE AND SURGICAL PLAN; THAT RECOVERY FOR ALL SUCH LOSS, DAMAGE
 AND EXPENSE SHALL BE LIMITED TO ANY SUCH INSURANCE COVERAGE ONLY; AND THAT
 COMPANY AND REPRESENTATIVES ARE RELEASED FROM ALL LIABILITY, INCLUDING
CONSEQUENTIAL AND INCIDENTAL DAMAGES, DUE TO ACTIVE OR PASSIVE SOLE, JOINT
 OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT, EXPRESS OR IMPLIED,BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BY LOSS OR DAMAGE
 RESULTING FROM THE SURGICAL GUIDE AND/OR THE SURGICAL PLAN. THAT SHOULD
 THERE ARISE ANY LIABILITY ON THE PART OF COMPANY OR REPRESENTATIVE OF THE
 COMPANY FOR ANY LOSS, DAMAGE OR EXPENSE DUE TO ACTIVE OR PASSIVE SOLE,
 JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE WHICH OCCURS BEFORE OR
AFTER THE SIGNING OF THIS AGREEMENT, PRODUCT OR STRICT LIABILITY, BREACH OF
 WARRANTY, EXPRESS OR IMPLIED, BREACH OF CONTRACT, EXPRESS OR IMPLIED, OR FOR
 CONTRIBUTION OR INDEMNIFICATION, SUCH LIABILITY SHALL BE LIMITED TO THE
 MAXIMUM SUM OF TWO HUNDRED AND FIFTY DOLLARS ($250.00) COLLECTIVELY FOR
 COMPANY AND REPRESENTATIVES, AND THIS SHALL BE THE Client’S SOLE AND
 EXCLUSIVE REMEDY REGARDLESS OF WHAT LEGAL AUTHORITY IS USED TO DETERMINE
THAT THE COMPANY WAS LIABLE FOR THE INJURY OR LOSS.

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS
 AGREEMENT WHICH PROVIDES FOR THE LIMITATION OF LIABILITY, DISCLAIMER OR
 WARRANTIES OR EXCLUSION OF DAMAGES, IS ATTENDED BY THE PARTIES TO BE
 SEVERABLE FROM ANY OTHER PROVISION AND IS A SEVERABLE AND INDEPENDENT
 ELEMENT OF RISK ALLOCATION AND IS INTENDED TO BE ENFORCED AS SUCH.


6.0 USE OF SURGICAL GUIDE. The Surgical Guide and Surgical Plan are to be used by
 qualified dental professionals only. Client agrees to control the conformity of any delivered
 Surgical Guide before using it. Should the Client omit to perform such control or decide to
 nevertheless use a non conformable Surgical Guide, the Client frees the Company from any
 liability whatsoever. Client shall not make any modification, alteration or addition to the
 Surgical Guide.

7.0 INDEMNIFICATION. IF ANYONE OTHER THAN THE Client, INCLUDING THE Client’S
 INSURANCE COMPANY, ASKS COMPANY OR REPRESENTATIVES TO PAY FOR ANY LOSS,
 DAMAGE OR EXPENSE (INCLUDING ECONOMIC LOSSES, PROPERTY DAMAGE, PERSONAL
 INJURY OR DEATH) DUE TO (I) BREACH OF CONTRACT OR WARRANTY, EXPRESS OR
 IMPLIED, (II) ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR
 DEGREE BY COMPANY OR REPRESENTATIVES, (III) PRODUCT OR STRICT LIABILITY, OR (IV) A
CLAIM FOR INDEMNIFICATION OR CONTRIBUTION, Client AGREES TO PAY (WITHOUT ANY
 CONDITION THAT COMPANY OR REPRESENTATIVES FIRST PAY) FOR ALL LOSSES,
 DAMAGES AND EXPENSES INCLUDING, WITHOUT LIMITATION ATTORNEYS FEES, WHICH
 MAY BE ASSERTED AGAINST OR INCURRED BY COMPANY OR REPRESENTATIVES.


8.0 ASSIGNABILITY OF AGREEMENT. This Agreement is not assignable by Client except
 upon the written consent of Company, which shall be in Company’s sole and absolute
 discretion. This Agreement or any portion thereof is assignable by Company in its sole and
 absolute discretion.

9.0 MISCELLANEOUS. This Agreement supersedes all prior agreements between the parties
 with respect to the subject matter hereof and shall act as the agreement governing all Work
 Authorization Forms issued to the Company by the Client. Headings are for convenience only
 and not part of this Agreement. Any failure by and of the parties to comply with any of the
 obligations, agreements, or conditions set forth in this Agreement may be waived by the
 other party, but any such waiver shall not be deemed a waiver of any subsequent failures or
 other obligations or conditions contained in this Agreement. The invalidity or unenforceability
 of any term or provision shall not affect the validity or enforceability of the remainder of this
 Agreement. This Agreement shall be construed and governed under the laws of Florida. If a
 lawsuit is filed with respect to this Agreement, it shall be filed in the Seminole County Clerk of Court Court of Common Plea for Seminole County, Florida. The prevailing party in any lawsuit shall be entitled to collect all
reasonable attorney’s fees and costs. The Agreement may not be altered, amended, or
 modified except by written instrument signed by all parties. This Agreement and the various
 rights and obligations arising hereunder shall inure to the benefit of and be binding upon the
 parties hereto and their respective successors, heirs, administrators, executors, and personal
 representatives.

10.0 RELEASE OF LIABILITY. In all capacities of SGT DENTAL SOLUTIONS LLC working
 together in connection with dental implant surgeries to be performed by the undersigned or
 the undersigned’s office utilizing equipment and/or advice and/or information (hereinafter
 collectively referred to as the “Company Products/Services”) provided by SGT DENTAL SOLUTIONS LLC (the “Company”). For good and valuable consideration, the receipt and
 sufficiency of which is hereby acknowledged, the parties hereby agree that: (1) the
 undersigned shall indemnify and hold the Company harmless against any and all liabilities,
 losses, damages, costs or expenses whatsoever, including, but not limited to, legal fees, court
 costs and related expenses arising from or in connection with the Company Products/
 Services. The foregoing shall include, but not be limited to: (a) claims of breach of warranty in
 any way resulting from the sale of the Company Products/Services; and (b) claims relating to
injury or death to any person or damage to property or both; (2) the Company makes no
 warranty either express or implied concerning the Company Products/Services, including,
 without limitation, warranties for a particular use or purpose; and (3) this Agreement shall be
 governed by and construed in accordance with the laws of the State of Florida. The parties agree that any legal action or proceeding arising out of or based
 upon this Agreement may only be brought in the appropriate court located within the
 borders in which the surgery is performed wherein. The parties submit to the jurisdiction of
said court and waive all objections to venue therein.

TERMS AND CONDITIONS:

EXHIBIT A - SGT DENTAL SOLUTIONS LLC PRESCRIPTION FORM

By completing this “SGT DENTAL SOLUTIONS LLC Prescription Form”, I hereby approve and fully agree to this Agreement. The referenced Placing Dentist and Restoring Dentist (collectively “Dentist”) represents, declares and agrees that the Dentist (1) is a licensed dental professional qualified to perform the dental implant procedure documented in the related case plan; (2) has reviewed the case plan and all relevant data related to the case plan and approve the same; (3) that the file and all relevant data provided to SGT DENTAL SOLUTIONS LLC (“Company”) for purposes of constructing the surgical guide is accurate and approved by the Dentist; (4) agree that Company is not responsible for improperly fitting surgical guides when related stone models are not available; (5) assumes full responsibility for both the plan and resulting surgical guide(s); and (6) that this Work Authorization is being made subject to the terms of the Surgical Guide Agreement which includes, but is not limited to, disclaimers on all warranties and a limitation of Company’s liability. By submitting this Work Authorization, the Dentist is commissioning Company to obtain or construct the surgical guide(s) and accepts all terms and conditions established by the surgical guide manufacturer and Company.