11212002 8K Exhibit 4.1






                                                        Exhibit 4.1


ALIGN TECHNOLOGY, INC.

STOCK PURCHASE AGREEMENT

________________

November 14, 2002

















Table of Contents

	

  


	

 Page



	

1.Authorization and Sale of the  Shares


	

1



	

2.Agreement to Sell and Purchase the Shares


	

1



	

3.Delivery of the Shares at Closing


	

1



	
4.Representations, Warranties and Covenants of the Company

	
1


	
     4.1Organization

	
2


	
     4.2Due Authorization

	
2


	
     4.3Non-Contravention

	
2


	
     4.4Capitalization

	
3


	
     4.5Legal Proceedings

	
3


	
     4.6No Violations

	
3


	
     4.7Intellectual Property

	
3


	
     4.8Financial Statements

	
3


	
     4.9Nasdaq Compliance

	
 4


	
     4.10Reporting Status

	
4


	
     4.11Listing

	
4


	
     4.12Investment Company

	
4


	
     4.13No Finders

	
5


	
     4.14Securities Laws

	
5


	
     4.15Form S-3 Eligibility

	
5


	
     4.16Disclosure

	
5


	
5.Representations, Warranties and Covenants of Each Investor

	
5


	
     5.1Securities Laws

	
5


	
     5.2Foreign Action

	
6


	
     5.3Resales of Shares

	
6


	
     5.4Due Authorization

	
6


	
     5.5Dispositions

	
6


	
     5.6No Reliance

	
7


	
     5.7No Finders

	
7


	
6.Survival of Representations, Warranties and Agreements

	
7


	
7.Registration of the Shares; Compliance with the Securities Act

	
7


	
     7.1Registration Procedures and Expenses

	
7


	
     7.2Transfer of Shares After Registration; Suspension

	
9


	
     7.3Indemnification

	
10


	
     7.4Termination of Conditions and Obligations

	
13


	
     7.5Information Available

	
13


	
8.Conditions to Investors' Obligations at Closing

	
13


	
9.Conditions to Company's Obligations at Closing

	
14


	
10.Notices

	
15


	
11.Changes

	
15


	
12.Headings

	
15


	
13.Severability

	
15


	
14.Entire Agreement

	
15


	
15.Further Assurances

	
16


	
16.Governing Law

	
16


	
17.Counterparts

	
16


	
18.Confidential Disclosure Agreement

	
16


	
19.No Assignment

	
16


	
20.Fees and Expenses

	
16


	
21.Consent under Investor Rights Agreement

	
16






















STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this "Agreement") is made
and entered into as of November 14, 2002 by and among ALIGN TECHNOLOGY, INC., a
Delaware corporation (the "Company"), and the Investors listed on
Exhibit A hereto (each, an "Investor", and collectively, the
"Investors").

 

WITNESSETH:

 

WHEREAS, the Company desires to sell to the Investors, and the Investors
desire to purchase from the Company, severally and not jointly, shares of the
Company's Common Stock on the terms and conditions set forth in this
Agreement.

 

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:





	Authorization and Sale of the
Shares

.
  Subject to the terms and conditions of this Agreement, the Company has
authorized the sale of up to 9,578,944 shares of Common Stock, par value
$0.0001, of the Company (the "Shares") to the Investors in a private
placement (the "Offering").


	Agreement to Sell and Purchase
the Shares

.
  At the Closing (as defined in Section 3), the Company will sell
to each Investor, and each Investor will purchase from the Company, upon the
terms and conditions hereinafter set forth, the number of Shares set forth next
to such Investor's name on the Exhibit A hereto at the purchase price of $1.90
per Share.


	Delivery
of the Shares at Closing

.
  The completion of the purchase and sale of the Shares (the
"Closing") shall occur at 10 a.m. on November 19, 2002, or such other
place and time as mutually agreed between the Company and the Investors, but in
any case prior to November 26, 2002 (the "Closing Date").  At the
Closing, after receipt of payment therefore by wire transfer of immediately
available funds, the Company shall arrange delivery to each Investor one or more
stock certificates representing the number of Shares set forth on the signature
page hereto, each such certificate to be registered in the name of such
Investor.


	Representations, Warranties and Covenants of the
Company

.
  Except as otherwise described in the Company's filings with the
Securities and Exchange Commission (the "SEC") since December 31, 2001
(the "SEC Documents"), in the Company's press releases since December
31, 2001, and in any operational, managerial and other information regarding the
Company provided to or reviewed by any Investor in connection with any Board of
Directors meeting or in due diligence meetings with the Company or provided as
due diligence materials by the Company (the "Proprietary Information")
disclosed by the Company to the Investors in contemplation of this offering,
including the documents incorporated by reference therein (the SEC Documents,
press releases and the Proprietary Information are collectively referred to
herein as the "Company Information"), which qualify the following
representations and warranties in their entirety, the Company hereby represents
and warrants to, and covenants with, the Investors, as follows:



	Organization

.
  The Company is duly incorporated and validly existing in good standing
under the laws of Delaware. The Company has full power and authority to own,
operate and occupy its properties and to conduct its business as presently
conducted and is registered or qualified to do business and in good standing in
each jurisdiction in which it owns or leases property or transacts business and
where the failure to be so qualified would have a material adverse effect upon
the Shares, the ability of the Company to perform its obligations hereunder
(including the issuance of the Shares),  or the business, financial condition,
properties or operations of the Company ("Material Adverse Effect"),
and no proceeding has been instituted in any such jurisdiction revoking,
limiting or curtailing, or seeking to revoke, limit or curtail, such power and
authority or qualification.   


	Due Authorization

.
  The Company has all requisite power and authority to execute, deliver
and perform its obligations under this Agreement, and this Agreement has been
duly authorized and validly executed and delivered by the Company and constitute
the legal, valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, except as rights to indemnity and
contribution may be limited by state or federal securities laws or the public
policy underlying such laws, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).



	Non-Contravention

.
  The execution and delivery of this Agreement, the issuance and sale of
the Shares to be sold by the Company under this Agreement, the fulfillment of
the terms of this Agreement and the consummation of the transactions
contemplated hereby will not (A) conflict with or constitute a violation of, or
default (with the passage of time or otherwise) under, (i) any material bond,
debenture, note or other evidence of indebtedness, or any material lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or
other agreement or instrument to which the Company is a party or by which it or
its property is bound, (ii) the certificate of incorporation, by-laws or other
organizational documents of the Company, or (iii) any law, administrative
regulation, ordinance or order of any court or governmental agency, arbitration
panel or authority binding upon the Company or its property, or (B) result in
the creation or imposition of any lien, encumbrance, claim, security interest or
restriction whatsoever upon any of the material properties or assets of the
Company or an acceleration of indebtedness pursuant to any obligation, agreement
or condition contained in any bond, debenture, note or any other evidence of
indebtedness or any indenture, mortgage, deed of trust or any other agreement or
instrument to which the Company is a party or by which it is bound or to which
any of the property or assets of the Company is subject, in the cases of (A) and
(B) which is reasonably likely to result in a Material Adverse Effect.  No
consent, approval, authorization or other order of, or registration,
qualification or filing with, any regulatory body, administrative agency, or
other governmental body in the United States is required for the execution and
delivery of this Agreement and the valid issuance and sale of the Shares to be
sold pursuant to this Agreement, other than such as have been made or obtained,
and except for any securities filings required to be made under federal or state
securities laws or the requirements of the National Association of Securities
Dealers, Inc. and which are permitted to be made after the Closing, and except
for such securities filings, the failure to so make has not had, or would not be
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect.


	Capitalization

.
  The capitalization of the Company is described in the Company's SEC
Documents as of the dates set forth therein.  The Company has not issued any
capital stock since March 15, 2001 other than pursuant to employee benefit plans
disclosed in the Company's SEC Documents.  The Shares to be sold pursuant to
this Agreement have been duly authorized, and when issued and paid for in
accordance with the terms of this Agreement, will be duly and validly issued,
fully paid and nonassessable.  Except as set forth in or contemplated by the
Company's SEC Documents, there are no outstanding rights (including, without
limitation, preemptive rights), warrants or options to acquire, or instruments
convertible into or exchangeable for, any unissued shares of capital stock or
other equity interest in the Company, or any contract, commitment, agreement,
understanding or arrangement of any kind to which the Company is a party and
relating to the issuance or sale of any capital stock of the Company, any such
convertible or exchangeable securities or any such rights, warrants or options.
Without limiting the foregoing, no preemptive right, co-sale right, registration
right, right of first refusal or other similar right exists with respect to the
issuance and sale of the Shares.


	Legal Proceedings

.
  There is no legal or governmental proceeding pending , or, to the
knowledge of the Company, threatened, to which the Company is a party or of
which the business or property of the Company is subject that is not disclosed
in the Company's SEC Documents which is reasonably likely to result in a
Material Adverse Effect.


	No Violations

.
  The Company is not in violation of its certificate of incorporation,
bylaws or other organizational document, or in violation of any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company, which
violation, individually or in the aggregate, has had, or would be reasonably
likely to have, a Material Adverse Effect, and the Company is not in default
(and there exists no condition which, with the passage of time or otherwise,
would constitute a material default) in the performance of any bond, debenture,
note or any other evidence of indebtedness in any indenture, mortgage, deed of
trust or any other agreement or instrument to which the Company is a party or by
which the Company is bound or by which the property of the Company is bound,
which has had, or would be reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect.


	Intellectual Property

.

 The Company owns or possesses adequate patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information, systems
or procedures), trademarks, service marks, trade names or other intellectual
property (collectively, "Intellectual Property") necessary to carry on
the business now operated by it, and the Company has not received any notice nor
is any executive officer of the Company aware of any infringement of or conflict
with asserted rights of others with respect to any Intellectual Property or of
any facts or circumstances which would render any of the Company's Intellectual
Property invalid or inadequate to protect the interest of the Company therein,
and which infringement or conflict (if the subject of any unfavorable decision,
ruling or finding) or invalidity or inadequacy, singly or in the aggregate, is
reasonably likely to result in a Material Adverse Effect.


	Financial
Statements

.
  The financial statements of the Company and the related notes
contained in the Company's SEC Documents present fairly, in accordance with
generally accepted accounting principles ("GAAP"), the financial
position of the Company as of the dates indicated, and the results of its
operations and cash flows for the periods therein specified.  Such financial
statements (including the related notes) have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the periods therein specified, except as disclosed in the Company's
SEC Documents. Each of the financial statements (including, in each case, any
notes thereto) contained in the SEC Documents (the "Financial
Statements") complies as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto and was prepared in all material respects in accordance with
GAAP applied on a consistent basis throughout the periods indicated (except as
may be indicated in the notes thereto or, in the case of unaudited statements,
as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC).


	Nasdaq Compliance

.
  The Company's Common Stock is registered pursuant to
Section 12(g) of the Exchange Act and is listed on The Nasdaq National
Market (the "Nasdaq Stock Market"), and the Company has taken no
action designed to, or likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act or delisting the Common
Stock from the Nasdaq Stock Market.  The Company is not currently in violation
of the listing or maintenance requirements of The Nasdaq National Market and
does not reasonably anticipate that the Common Stock will be delisted by The
Nasdaq National Market in the twelve month period following the Closing Date
based on its rules (and interpretations thereof) as currently in effect.
Assuming no changes to current Nasdaq Stock Market rules, all Shares shall be
listed on The Nasdaq National Market in accordance with the provisions of
Section 7.


	Reporting
Status

.
 The Company has filed all reports, schedules, registration statements,
forms and other documents required to be filed by the Company with the SEC,
including those that the Company may file with the SEC after the date of this
Agreement until the Closing ("SEC Filings") required to be filed as of
the date hereof.  The SEC Filings (i) were or will be filed on a timely basis,
(ii) at the time filed, were or will be prepared in compliance in all material
respects with the applicable requirements of the Securities Act and the Exchange
Act, as the case may be, and the rules and regulations of the SEC thereunder
applicable to such SEC Filings, and (iii) did not or will not at the time they
were or are filed contain any untrue statement of a material fact or omit to
state a material fact required to be stated in such SEC Filings or necessary in
order to make the statements in such SEC Filings, in the light of the
circumstances under which they were made, not misleading.


	Listing

.
  The Company shall comply with all requirements of the National
Association of Securities Dealers, Inc. with respect to the issuance of the
Shares and the subsequent listing thereof on the Nasdaq Stock Market except
to the extent that the failure to comply with any such requirements is not
reasonably likely to result in a Material Adverse Effect.


	Investment Company

.
  The Company is not an "investment company" or an
"affiliated person" of, or "promoter" or "principal
underwriter" for an investment company, within the meaning of the
Investment Company Act of 1940, as amended.


	No Finders

.
    The Company is not and will not be obligated for any finder's or
broker's fee or commission in connection with this Agreement or any of the
transaction contemplated hereby. 


	Securities Laws

.
 Neither the Company, nor any of its affiliates, nor any person acting
on its or their behalf, has, directly or indirectly, made any offers or sales of
any security or solicited any offers to buy any security under circumstances
that would require registration of the Shares being offered hereby under the
Securities Act or cause this offering of Shares to be integrated with any prior
offering of securities of the Company for purposes of the Securities Act.
Assuming the accuracy of the Investors' representations and warranties, the
offer, sale and delivery of Shares will be exempt from the registration
requirements of Section 5 of the Securities Act.  Assuming the truth and
accuracy of the representations and warranties of the Investors set forth in
Section 5 of this Agreement, the Investors will not be statutory underwriters
within the meaning of Section 2(a) 11 of the Securities Act.


	Form S-3
Eligibility 

.
 The Company is currently eligible to register the resale of its
Common Stock on a registration statement on Form S-3 under the Securities Act.
The Company is not aware of any facts or circumstances (including without
limitation any required approvals or waivers of any circumstances that may delay
or prevent the obtaining of accountant's consents) that would prohibit or delay
the preparation and filing of a registration statement on Form S-3 with respect
to the Shares provided that such registration is not deemed a "primary
offering".


	Disclosure 

.

 All information relating to or concerning the Company set forth in
this Agreement (including the schedules attached hereto) is true and correct in
all material respects and the Company has not omitted to state any material fact
necessary in order to make the statements made herein or therein, in light of
the circumstances under which they were made and in light of the disclosure of
the Proprietary Information, not misleading.


	Representations, Warranties and Covenants of Each
Investor

.
  Each Investor, severally and not jointly, hereby represents and
warrants to, and covenants with, the Company, as follows:



	Securities Laws

.
  The Investor represents and warrants to, and covenants with, the
Company that: (i) the Investor is an "accredited investor" as defined
in Regulation D under the Securities Act and the Investor is also knowledgeable,
sophisticated and experienced in making, and is qualified to make decisions with
respect to, investments in shares presenting an investment decision like that
involved in the purchase of the Shares, including investments in securities
issued by the Company and investments in comparable companies, and has
requested, received, reviewed and considered all information it deemed relevant
in making an informed decision to purchase the Shares; (ii) the Investor is
acquiring the number of Shares set forth on Exhibit A hereto in the ordinary
course of its business and for its own account for investment only and with no
present intention of distributing any of such Shares or any arrangement or
understanding with any other persons regarding the distribution of such Shares;
(iii) the Investor will not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Shares except in compliance
with the Securities Act, applicable state securities laws and the respective
rules and regulations promulgated thereunder; (iv) the Investor will notify the
Company immediately of any change in any of such information until such time as
the Investor has sold all of its Shares or until the Company is no longer
required to keep the Registration Statement effective; and (v) the Investor has,
in connection with its decision to purchase the number of Shares set forth on
the signature page hereto, relied only upon the Company Information provided to
the Investor by the Company in contemplation of this offering and the
representations and warranties of the Company contained herein.  Investor
understands that its acquisition of the Shares has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or
registered or qualified under any state securities law in reliance on specific
exemptions therefrom, which exemptions may depend upon, among other things, the
bona fide nature of the Investor's investment intent as expressed
herein.


	Foreign
Action 

.
  The Investor acknowledges, represents and agrees that no action
has been or will be taken in any jurisdiction outside the United States by the
Company that would permit an offering of the Shares, or possession or
distribution of offering materials in connection with the issue of the Shares,
in any jurisdiction outside the United States where action for that purpose is
required. 


	Resales
of Shares

.
  The Investor hereby covenants with the Company not to make any
Disposition of the Shares (i) without complying with the provisions of this
Agreement, including Sections 7.2 and 5.5 hereof, and (ii) without
effectively causing the prospectus delivery requirement under the Securities Act
to be satisfied (unless sold pursuant to an exemption from registration under
the Securities Act), and the Investor acknowledges that the certificates
evidencing the Shares will be imprinted with a legend that prohibits their
transfer except in accordance therewith.  The Investor acknowledges that there
may occasionally be times when the Company, based on the advice of its counsel
and subject to the provisions of Section 7.2(c), determines that it must suspend
the use of the Prospectus forming a part of the Registration Statement until
such time as an amendment to the Registration Statement has been filed by the
Company and declared effective by the SEC or until the Company has amended or
supplemented such Prospectus.    


	Due Authorization

.
  The Investor has all requisite power and authority to execute, deliver
and perform its obligations under this Agreement, and this Agreement has been
duly authorized and validly executed and delivered by the Investor and
constitutes the legal, valid and binding agreement of the Investor enforceable
against the Investor in accordance with its terms, except as rights to indemnity
and contribution may be limited by state or federal securities laws or the
public policy underlying such laws, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).


	Dispositions

.
  Investor has not and will not, prior to the earlier of (i) the 1 year
anniversary of the Closing, and (ii) the effectiveness of the Registration
Statement (such earlier date, the "Restriction Date"), sell, offer to
sell, solicit offers to buy, dispose of, loan, pledge or grant any right with
respect to (collectively, a "Disposition"), any Shares, nor will
Investor engage in any hedging or other transaction which is designed to or
could reasonably be expected to lead to or result in a Disposition of Shares by
the Investor or any other person or entity.  Such prohibited hedging or other
transactions would include, without limitation, effecting any short sale or
having in effect any short position (whether or not such sale or position is
against the box and regardless of when such position was entered into) or any
purchase, sale or grant of any right (including, without limitation, any put or
call option) with respect to Shares or with respect to any security (other than
a broad-based market basket or index) that includes, relates to or derives any
significant part of its value from Shares.


	No Reliance

.
  The Investor understands that nothing in this Agreement or any other
materials presented to the Investor in connection with the purchase and sale of
the Shares constitutes legal, tax or investment advice.  The Investor has
consulted such legal, tax and investment advisors as it, in its sole discretion,
has deemed necessary or appropriate in connection with its purchase of Shares.



	No
Finders

.

  The Investor is not and will not be obligated for any finder's or
broker's fee or commission in connection with this Agreement or any of the
transaction contemplated hereby.


	Survival of Representations,
Warranties and Agreements

.
 Notwithstanding any investigation made by any party to this Agreement,
all representations and warranties made by the Company and the Investor herein
shall survive the execution of this Agreement, the delivery to the Investor of
the Shares being purchased and the payment therefor and shall in no way be
affected by any investigation of the subject matter thereof made by or on behalf
of any Investor, its counsel or the Company, as the case may be, but shall
terminate on the date which is 60 days after the filing of the Company's Annual
Report on Form 10-K for the year ended December 31, 2002 with the SEC.  All
covenants made by the Company and the Investor herein shall survive the
execution of this Agreement, the delivery to the Investor of the Shares being
purchased and the payment therefor.


	Registration of the Shares; Compliance with the
Securities Act

.




	Registration Procedures and Expenses

.
  The Company shall:



	subject to receipt of
necessary information from the Investors, prepare and file with the SEC at least
thirty (30) days prior to the first anniversary of the Closing Date, a
registration statement on Form S-3 (or in the event that the Company is unable
to use Form S-3, then on Form S-1) (the "Registration Statement") to
enable the resale of the Shares by the Investors from time to time through the
automated quotation system of the Nasdaq Stock Market or in privately-negotiated
transactions;

.

	use its reasonable best efforts,
subject to receipt of necessary information from the Investors, to respond to
all comments of the SEC on such Registration Statement within ten (10) calendar
days of receipt thereof and to cause the Registration Statement to become
effective as soon as practicable; provided that in no event shall the
Company be obligated to cause such Registration Statement become effective prior
to the first anniversary of the Closing Date;

.

	use its reasonable efforts to prepare and file with the
SEC such amendments and supplements to the Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep the
Registration Statement current and continuously effective for a period not
exceeding, with respect to each Investor's Shares purchased hereunder, the
earlier of (i) the second anniversary of the Closing Date, (ii) the date on
which the Investors may sell all Shares purchased by the Investors in this
Offering without restriction by the volume limitations of Rule 144(e) of the
Securities Act or (iii) such time as all Shares purchased by the Investors in
this Offering have been sold pursuant to the Registration Statement;

.

	furnish to the Investors with
respect to the Shares registered under the Registration Statement such number of
copies of the Registration Statement, Prospectuses and Preliminary Prospectuses
in conformity with the requirements of the Securities Act and such other
documents as the Investors may reasonably request, in order to facilitate the
public sale or other disposition of all or any of the Shares by the Investors,
provided, however, that the obligation of the Company to deliver
copies of Prospectuses or Preliminary Prospectuses to any Investor shall be
subject to the receipt by the Company of reasonable assurances from such
Investor that such Investor will comply with the applicable provisions of the
Securities Act and of such other securities or blue sky laws as may be
applicable in connection with any use of such Prospectuses or Preliminary
Prospectuses; 

.

	file documents required of the
Company for normal blue sky clearance in states specified in writing by an
Investor, provided, however, that the Company shall not be
required to qualify to do business or consent to service of process in any
jurisdiction in which it is not now so qualified or has not so consented;


.

	bear all Company expenses in connection with the
procedures in paragraph (a) through (e) of this Section 7.1 and the
registration of the Shares pursuant to the Registration Statement;

.

	advise the Investors promptly after it receives notice or
obtains knowledge of the issuance of any stop order by the SEC delaying or
suspending the effectiveness of the Registration Statement or of the initiation
of any proceeding for that purpose; and it will promptly use its commercially
reasonable efforts to prevent the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued;
and

.

	with a view to making available to the Investors the
benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Investors to sell Shares to the public
without registration, the Company covenants and agrees to:  (i) make and keep
public information available, as those terms are understood and defined in Rule
144, until the earlier of (A) such date as all of the Investors' Shares may be
resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such
date as all of the Investors' Shares shall have been resold; (ii) file with the
SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and under the Exchange Act; and (iii) furnish to each
Investor upon request, as long as such Investor owns any Shares, (A) a written
statement by the Company that it has complied with the reporting requirements of
the Securities Act and the Exchange Act, (B) a copy of the Company's most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other
information as may be reasonably requested in order to avail such Investor of
any rule or regulation of the SEC that permits the selling of any such Shares
without registration.

.

It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 7.1 that the Investors
shall furnish to the Company such information regarding itself, the Shares to be
sold by Investors, and the intended method of disposition of such securities as
shall be required to effect the registration of the Shares.


	Transfer
of Shares After Registration; Suspension

.




	Each Investor agrees that it
will not effect any Disposition of the Shares or its right to purchase the
Shares that would constitute a sale within the meaning of the Securities Act
except (i) as contemplated in the Registration Statement referred to in
Section 7.1 or pursuant to Rule 144 (or any successor rule) after the
Restriction Date and as described below, (ii) with the written consent of the
Company, or (iii) on or prior to November 15, 2002, as disclosed in writing to
the Company to such other Investors ("Other Investors") as shall be
reasonably acceptable to the Company (which Other Investors shall sign a
counterpart signature page to this Agreement and shall for all purposes be
deemed to be "Investors" hereunder, and Exhibit A shall be
appropriately revised), and that it will promptly notify the Company of any
changes in the information set forth in the Registration Statement regarding
such Investor or its plan of distribution.

.

	Except in the event that paragraph
(c) below applies, the Company shall: (i) if deemed necessary by the Company,
prepare and file from time to time with the SEC a post-effective amendment to
the Registration Statement or a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that such Registration Statement will not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and so that, as thereafter delivered to purchasers of the Shares
being sold thereunder, such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; (ii) provide the Investors copies of any
documents filed pursuant to Section 7.2(b)(i); and (iii) inform each
Investor that the Company has complied with its obligations in
Section 7.2(b)(i) (or that, if the Company has filed a post-effective
amendment to the Registration Statement which has not yet been declared
effective, the Company will notify the Investors to that effect, will use its
reasonable efforts to secure the effectiveness of such post-effective amendment
as promptly as possible and will promptly notify the Investors pursuant to
Section 7.2(b)(i) hereof when the amendment has become effective).


.

	Subject to paragraph (d) below, in
the event: (i) of any request by the SEC or any other federal or state
governmental authority during the period of effectiveness of the Registration
Statement for amendments or supplements to a Registration Statement or related
Prospectus or for additional information; (ii) of the issuance by the SEC or any
other federal or state governmental authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose; (iii) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Shares for sale in any jurisdiction or the initiation of any
proceeding for such purpose; or (iv) of any event or circumstance which
necessitates the making of any changes in the Registration Statement or
Prospectus, or any document incorporated or deemed to be incorporated therein by
reference, so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or any omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or any omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; then the Company shall deliver a certificate in writing to the
Investors (the "Suspension Notice") to the effect of the foregoing
and, upon receipt of such Suspension Notice, each Investor will refrain from
selling any Shares pursuant to the Registration Statement (a
"Suspension") until the such Investor's receipt of copies of a
supplemented or amended Prospectus prepared and filed by the Company, or until
it is advised in writing by the Company that the current Prospectus may be used,
and has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in any such Prospectus.  In the
event of any Suspension, the Company will use its reasonable efforts to cause
the use of the Prospectus so suspended to be resumed as soon as reasonably
practicable, and in any event within 30 calendar days after delivery of a
Suspension Notice to the Investors.

.

	Notwithstanding the foregoing
paragraphs of this Section 7.2, no Investor shall be prohibited from
selling Shares under the Registration Statement as a result of Suspensions on
more than three occasions of not more than 30 calendar days each in any 12-month
period, unless, in the good faith judgment of the Company's Board of Directors,
after consultation with counsel, the sale of Shares under the Registration
Statement in reliance on this paragraph 7.2(d) would be reasonably likely
to cause a violation of the Securities Act or the Exchange Act and result in
potential liability to the Company.

.

	Provided that a Suspension is not then in effect, each
Investor may sell Shares under the Registration Statement, provided that it
arranges for delivery of a current Prospectus to the transferee of such Shares.
Upon receipt of a request therefor, the Company will promptly provide an
adequate number of current Prospectuses to the Investors and to supply copies to
any other parties requiring such Prospectuses.

.

	In the event of a sale of Shares by an Investor, such
Investor must also deliver to the Company's transfer agent, with a copy to the
Company, a Certificate of Subsequent Sale substantially in the form attached
hereto as Exhibit B, so that the shares may be properly transferred.


.


	Indemnification

.



	In the event that any Shares
are included in final Prospectus, exhibit, supplement or amendment included in
or relating to the Registration Statement referred to in Section 7.1
("Registration Statement"), to the extent permitted by law, the
Company will indemnify and hold harmless each Investor, the partners,
stockholders, members, directors, officers, employees and agents of each
Investor, any underwriter (as defined in the Securities Act) for such Investor
and each person, if any, who controls such Investor or underwriter within the
meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation") by the Company:
(i) any untrue statement or alleged untrue statement of a material fact
contained in such Registration Statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
(ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law in connection with the offering covered by such Registration
Statement; and the Company will reimburse each such Investor, partner, officer,
director, employee, agent, stockholder, member, underwriter or controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company shall not be liable in
any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation (x) which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by such Investor, partner, officer,
director, employee, agent, underwriter or controlling person of such
Investor, or (y) which arises out of or is based upon any information
contained in a Prospectus delivered by the Investor to a purchaser of Shares
after the Company has delivered to such Investor a supplemented or amended
prospectus which supplemented or amended such information.

.

	In the event that any Shares are
included in any Registration Statement, to the extent permitted by law, each
Investor will indemnify and hold harmless the Company, each of its directors,
its officers, and each person, if any, who controls the Company within the
meaning of the Securities Act, any underwriter and any other Investor selling
securities under such registration statement or any of such other Investor's
partners, directors or officers or any person who controls such Investor,
against any losses, claims, damages or liabilities (joint or several) to which
the Company or any such director, officer, controlling person, underwriter or
other such Investor, or partner, director, officer or controlling person of such
other Investor may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Investor under an instrument duly executed by such Investor
and stated to be specifically for use in connection with such registration; and
each such Investor will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, controlling person,
underwriter or other Investor, or partner, officer, director, or controlling
person of such other Investor in connection with investigating or defending any
such loss, claim, damage, liability or action if it is judicially determined
that there was such a Violation; provided, however, that in no event shall any
indemnity under this Section exceed the net proceeds from the offering
received by such Investor.   

.

	Promptly after receipt by any indemnified person of a
notice of a claim or the beginning of any action in respect of which indemnity
is to be sought against an indemnifying person pursuant to this
Section 7.3, such indemnified person shall notify the indemnifying person
in writing of such claim or of the commencement of such action, but the omission
to so notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party under this Section 7.3 (except to the
extent that such omission materially and adversely affects the indemnifying
party's ability to defend such action) or from any liability otherwise than
under this Section 7.3.  Subject to the provisions hereinafter stated, in
case any such action shall be brought against an indemnified person, the
indemnifying person shall be entitled to participate therein, and, to the extent
that it shall elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, shall
be entitled to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified person.  After notice from the indemnifying person to such
indemnified person of its election to assume the defense thereof, such
indemnifying person shall not be liable to such indemnified person for any legal
expenses subsequently incurred by such indemnified person in connection with the
defense thereof, provided, however, that if there exists or shall
exist a conflict of interest that would make it inappropriate, in the reasonable
opinion of counsel to the indemnified person, for the same counsel to represent
both the indemnified person and such indemnifying person or any affiliate or
associate thereof, the indemnified person shall be entitled to retain its own
counsel at the expense of such indemnifying person; provided,
however, that no indemnifying person shall be responsible for the fees
and expenses of more than one separate counsel (together with appropriate local
counsel) for all indemnified parties.  In no event shall any indemnifying person
be liable in respect of any amounts paid in settlement of any action unless the
indemnifying person shall have approved the terms of such settlement;
provided that such consent shall not be unreasonably withheld or delayed.
No indemnifying person shall, without the prior written consent of the
indemnified person, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified person is or could have been a
party and indemnification could have been sought hereunder by such indemnified
person, unless such settlement includes an unconditional release of such
indemnified person from all liability on claims that are the subject matter of
such proceeding.   

.

	If the indemnification provided
for in this Section 7.3 is unavailable to or insufficient to hold harmless
an indemnified party under this Section 7.3 in respect of any losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
Investors on the other in connection with the statements or omissions or other
matters which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations.  The relative fault shall be determined by reference to, among
other things, in the case of an untrue statement, whether the untrue statement
relates to information supplied by the Company on the one hand or an Investor on
the other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement.  The Company and the
Investors agree that it would not be just and equitable if contribution pursuant
to this subsection (d) were determined by pro rata allocation (even if the
Investors were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to above in this subsection (d).  The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions of this subsection (d), no
Investor shall be required to contribute any amount in excess of the amount by
which the gross amount received by the Investor from the sale of the Shares to
which such loss relates exceeds the amount of any damages which such Investor
has otherwise been required to pay by reason of such untrue statement.  No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.  The
Investors' obligations in this subsection to contribute are several in
proportion to their sales of Shares to which such loss relates and not
joint.   

.

	The parties to this Agreement hereby acknowledge that
they are sophisticated business persons who were represented by counsel during
the negotiations regarding the provisions hereof including, without limitation,
the provisions of this Section 7.3, and are fully informed regarding said
provisions.  They further acknowledge that the provisions of this
Section 7.3 fairly allocate the risks in light of the ability of the
parties to investigate the Company and its business in order to assure that
adequate disclosure is made in the Registration Statement as required by the
Securities Act and the Exchange Act.  The parties are advised that federal or
state public policy as interpreted by the courts in certain jurisdictions may be
contrary to certain of the provisions of this Section 7.3, and the parties
hereto hereby expressly waive and relinquish any right or ability to assert such
public policy as a defense to a claim under this Section 7.3 and further
agree not to attempt to assert any such defense.    

.



	Termination of Conditions and
Obligations

.
  The conditions precedent imposed by Section 5 hereof or this
Section 7 upon the transferability of the Shares shall cease and terminate
as to any particular number of the Shares when such Shares shall have been
effectively registered under the Securities Act and sold or otherwise disposed
of in accordance with the intended method of disposition set forth in the
Registration Statement covering such Shares or at such time as an opinion of
counsel satisfactory to the Company shall have been rendered to the effect that
such conditions are not necessary in order to comply with the Securities Act.



	Information Available

.


	.  So long as the Registration Statement is effective
covering the resale of Shares owned by an Investor, the Company will furnish to
such Investor upon the reasonable request of such Investor, an adequate
number of copies of the Prospectuses to supply to any other party requiring such
Prospectuses. 

.




	Conditions to Investors'  Obligations at Closing

.

 Each Investor's obligations under this Agreement at the Closing shall
be subject to the following conditions, any one or more of which may be waived
by the Investor: 




	Representations and Warranties True

.
 Each of the representations and warranties of the Company contained in
Section 4 shall be true and correct on and as of the Closing with the same
effect as though such representations and warranties had been made on and as of
the date of the Closing except for such changes that have not had, or would not
be reasonably likely to have, a Material Adverse Effect.


	Performance

.
  The Company shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required to be
performed or complied with by it on or before the Closing. 


	Extension of Board Observation Rights

.
 For each Investor currently possessing a contractual right to attend
meetings of the Company's Board of Directors in a non-voting fashion, the
Company shall have executed and delivered a side letter agreement with such
Investor extending such right until the earlier of (i) 24 months from the
Closing Date, and (ii) the date on which such Investor holds no shares of the
Company's capital stock, and such side letter agreement shall be acknowledged
and agreed to by such Investor.


	Approvals

.
 All authorizations, approvals or permits, if any, of any governmental
authority or regulatory body of the United States or of any state or of any
third party that are required in connection with the lawful issuance and sale of
the Shares pursuant to this Agreement and the consummation of the transactions
contemplated hereby shall have been obtained and effective as of or prior to the
Closing.


	Minimum Investment

.
  Investors shall have purchased at the Closing Shares in the amount of
at least $18,200,000; provided, however, that no Investor that
breaches its obligation to purchase Shares shall be entitled to assert this
condition as a defense to its obligations hereunder.






	Conditions to Company's  Obligations at Closing

.

 The Company's obligations under this Agreement at the Closing shall be
subject to the following conditions, any one or more of which may be waived by
the Company: 




	Representations and Warranties True

.
 Each of the representations and warranties of such Investor contained
in Section 5 shall be true and correct on and as of the Closing with the same
effect as though such representations and warranties had been made on and as of
the date of the Closing except for such changes that have not had, or would not
be reasonably likely to have, a material adverse effect on such Investor's
ability to consummate the transactions contemplated hereby.


	Performance

.
  Such Investor shall have performed and complied with all agreements,
obligations and conditions contained in this Agreement that are required to be
performed or complied with by it on or before the Closing.


	Approvals

.
 All authorizations, approvals or permits, if any, of any governmental
authority or regulatory body of the United States or of any state or of any
third party that are required in connection with the lawful issuance and sale of
the Shares pursuant to this Agreement and the consummation of the transactions
contemplated hereby shall have been obtained and effective as of or prior to the
Closing.


	Minimum Investment

.
  Investors shall have purchased at the Closing Shares in the amount of
at least $18,200,000. 


	Extension of Board Observation Rights

.



  For each Investor currently possessing a contractual right to attend
meetings of the Company's Board of Directors in a non-voting fashion, the
Company shall have executed and delivered a side letter agreement with such
Investor extending such right until the earlier of (i) 24 months from the
Closing Date, and (ii) the date on which such Investor holds no shares of the
Company's capital stock, and such side letter agreement shall be acknowledged
and agreed to by such Investor.






	Notices

.
  All notices, requests, consents and other communications hereunder
shall be in writing, shall be mailed (A) if within domestic United States by
first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, or by facsimile, or (B) if delivered from
outside the United States, by International Federal Express or facsimile, and
shall be deemed given (i) if delivered by first-class registered or certified
mail domestic, three business days after so mailed, (ii) if delivered by
nationally recognized overnight carrier, one (1) business day after so mailed,
(iii) if delivered by International Federal Express, two (2) business days after
so mailed, (iv) if delivered by facsimile, upon electric confirmation of receipt
and shall be delivered as addressed as follows: 



	if to the Company, to: 

.
Align Technology, Inc.

   821 Martin Avenue

                   Santa Clara, CA  95050

                   Attn: Chief Executive Officer

                   Facsimile: (408) 470-1010


	with a copy mailed to: 

.
Brobeck, Phleger & Harrison LLP

   One Market Street, Spear Street Tower

   San Francisco, CA 94105

                   Attn: John Larson, Esq.

                   Facsimile:  (415) 442-1010




	if to the Investor, at its address on the Signature Page
hereto, or at such other address or addresses as may have been furnished to the
Company in writing.   

.



	Changes

.
  This Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and the Investor.    


	Headings

.
  The headings of the various Sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be part of
this Agreement.    


	Severability

.
  In case any provision contained in this Agreement should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.    


	Entire Agreement

.
    This Agreement, together with all exhibits and schedules hereto,
constitutes the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes any and all prior negotiations,
correspondence, agreements, understandings, duties or obligations between the
parties with respect to the subject matter hereof.


	Further Assurances

.
  From and after the date of this Agreement, upon the request of the
Investors, the Company and each Investor shall execute and deliver such
instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.


	Governing Law

.
  This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of California, without giving effect to the
principles of conflicts of law.


	Counterparts

.
  This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together, shall
constitute but one instrument, and shall become effective when one or more
counterparts have been signed by each party hereto and delivered to the other
parties.


	Confidential Disclosure
Agreement

.
 Notwithstanding any provision of this Agreement to the contrary, any
confidential disclosure agreement previously executed by the Company and the
Investor in connection with the transactions contemplated by this Agreement
shall remain in full force and effect in accordance with its terms following the
execution of this Agreement and the consummation of the transactions
contemplated hereby. 


	No Assignment 

.
  Absent an express signed written agreement between the
parties to the contrary, no assignment of any of the rights or obligations under
this Agreement shall result in a novation or in any other way release the
assignor from its obligations under this Agreement, except as contemplated by
Section 7.2(a).


	Fees and Expenses 

.
 At the Closing, the Company shall pay the reasonable
attorneys' fees and expenses of Venture Law Group, counsel to the Investors.



	Consent under Investor Rights
Agreement 

.


   By execution of this Agreement, each Investor and each
Other Investor hereby consents to the grant of the registration rights granted
pursuant to Section 7 hereof, which consent is required by Section 2.12 of that
certain Amended and Restated Investor Rights Agreement, dated September 13,
2000, as amended, by and among the Company and the Investors named therein.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.


 

	 	
COMPANY:

	 	 
	 	
ALIGN TECHNOLOGY, INC.

	

 

 
	 
	 	
By:  /s/ Thomas M. Prescott_______________________

	 	
Name: Thomas M. Prescott

Title: President and Chief Executive Officer

	 	 
	 	
INVESTOR:


DIONIS TRUST


 

 

	 	
By: /s/ Gordon Gund____________________________

   Name: Gordon Gund

   Title: Trustee





 

 

IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.


 

	 	
COMPANY:

	 	 
	 	
ALIGN TECHNOLOGY, INC.

	

 

 
	 
	 	
By:  /s/ Thomas M. Prescott_______________________

	 	
Name: Thomas M. Prescott

Title: President and Chief Executive Officer

	 	 
	 	
INVESTOR:


GORDON GUND - GRANT GUND GENERATION SKIPPING TRUST


 

 

	 	
By: /s/ Richard T. Watson_________________________

   Name: Richard T. Watson

Title: Trustee





 

 

IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.


 

	 	
COMPANY:

	 	 
	 	
ALIGN TECHNOLOGY, INC.

	

 

 
	 
	 	
By:  /s/ Thomas M. Prescott_______________________

	 	
Name: Thomas M. Prescott

Title: President and Chief Executive Officer

	 	 
	 	
INVESTOR:


GORDON GUND - G. ZACHARY GUND GENERATION SKIPPING TRUST


 

 

	 	
By: /s/ Richard T. Watson_________________________

   Name: Richard T. Watson

Title:  Trustee





 

 

IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.


 

	 	
COMPANY:

	 	 
	 	
ALIGN TECHNOLOGY, INC.

	

 

 
	 
	 	
By:  /s/ Thomas M. Prescott_______________________

	 	
Name: Thomas M. Prescott

Title: President and Chief Executive Officer

	 	 
	 	
INVESTOR:


KLEINER PERKINS CAUFIELD BYERS VIII, L.P.


By: KPCB VIII Associates, L.P., its General Partner


 

	 	
By: /s/ Joseph S. Lacob___________________________

Name: Joseph S. Lacob

Title: General Partner


	 	
INVESTOR:


KPCB VIII FOUNDERS FUND, L.P.


By: KPCB VIII Associates, L.P., its General Partner


	 	
By: /s/ Joseph S. Lacob___________________________

Name: Joseph S. Lacob

Title: General Partner





 

IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.


 

	 	
COMPANY:

	 	 
	 	
ALIGN TECHNOLOGY, INC.

	

 

 
	 
	 	
By:  /s/ Thomas M. Prescott_______________________

	 	
Name: Thomas M. Prescott

Title: President and Chief Executive Officer

	 	 
	 	
INVESTOR:


CARLYLE PARTNERS III, L.P.


By: TC Group III, L.P., its general partner

By: TC Group III, L.L.C., its general partner

By: TC Group, L.L.C., its managing member

By: TCG Holdings, L.L.C., its managing member


 

	 	
By: /s/ W. Robert Dahl _________________________


Name: W. Robert Dahl


Title: Managing Director


	 	
INVESTOR:


CP III COINVESTMENT, L.P.


By: TC Group III, L.P., its general partner

By: TC Group III, L.L.C., its general partner

By: TC Group, L.L.C., its managing member

By: TCG Holdings, L.L.C., its managing member


 

	 	
By: /s/ W. Robert Dahl _________________________


Name: W. Robert Dahl


Title: Managing Director





 

IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.


 

	 	
COMPANY:

	 	 
	 	
ALIGN TECHNOLOGY, INC.

	

 

 
	 
	 	
By:  /s/ Roger George  

	 	
Name: Roger George

Title: Vice President, Legal Affairs & General Counsel

	 	 
	 	
INVESTOR:

 

	 	
/s/ Thomas M. Prescott__________________________

Thomas M. Prescott





 

 

IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.


 

	 	
COMPANY:

	 	 
	 	
ALIGN TECHNOLOGY, INC.

	

 

 
	 
	 	
By:  /s/ Thomas M. Prescott_______________________

	 	
Name: Thomas Prescott

Title: President and Chief Executive Officer

	 	 
	 	
INVESTOR:


 

	 	
Signature: /s/ Warren Thaler


	 	
Print Name:Warren Thaler


	 	
Address: 234 Meeting House Lane


Merion Station, PA 19066





 

IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.


 

	 	
COMPANY:

	 	 
	 	
ALIGN TECHNOLOGY, INC.

	

 

 
	 
	 	
By:  /s/ Thomas M. Prescott_______________________

	 	
Name: Thomas M. Prescott

Title: President and Chief Executive Officer

	 	 
	 	
INVESTOR:


Oak Hill Capital Partners, L.P.


By: OHCP GenPar, L.P., general partner

By: OHCP MGP, LLC, general partner


 

	 	
By:  /s/ Kevin G. Levy____________________________

Name:  Kevin G. Levy

Title:  Vice President


	 	
INVESTOR:


Oak Hill Capital Management Partners, L.P.


    By: OHCP GenPar, L.P., general partner

   By: OHCP MGP, LLC, general partner


	 	
By:  /s/ Kevin G. Levy

   Name:  Kevin G. Levy

   Title:  Vice President




















Exhibit A

Schedule of
Investors


	
Investor Name
	
Number of Shares
	
Total Purchase Price

	
Dionis Trust
	
1,052,632
	
$2,000,000.80

	
Gordon Gund - Grant Gund Generation Skipping Trust
	
789,473
	
$1,499,998.70

	
Gordon Gund - G. Zachary Gund Generation Skipping Trust
	
789,473
	
$1,499,998.70

	
Kleiner Perkins Caufield Byers VIII, L.P.
	
1,492,421
	
$2,835,599.90

	
KPCB VIII Founders Fund, L.P.
	
86,526
	
$164,399.40

	
Carlyle Partners III, L.P.
	
2,565,457
	
$4,874,368.30

	
CP III Coinvestment, L.P.
	
66,121
	
$125,629.90

	
Warren Thaler
	
52,631
	
$99,998.90

	
Thomas M. Prescott
	
52,631
	
$99,998.90

	
Oak Hill Capital Partners, L.P.
	
2,565,789
	
$4,874,999.10

	
Oak Hill Capital Management Partners, L.P.
	
65,789
	
$124,999.10

	
Total:
	

	






















Exhibit B

ALIGN TECHNOLOGY, INC.

CERTIFICATE OF SUBSEQUENT SALE

TO: Equiserve

RE:Sale of Shares of Common Stock of Align Technology, Inc. (the
"Company") pursuant to the Company's Prospectus dated _______________,
200__ (the "Prospectus")



Dear Sir/Madam:

The undersigned hereby certifies, in connection with the sale
of shares of Common Stock of the Company included in the table of Selling
Shareholders in the Prospectus, that the undersigned has sold the Shares
pursuant to the Prospectus and in a manner described under the caption
"Plan of Distribution" in the Prospectus and that such sale complies
with all applicable securities laws, including, without limitation, the
Prospectus delivery requirements of the Securities Act of 1933, as amended.


Selling Shareholder (the beneficial owner): ___________________

       Record Holder (e.g., if held in name of nominee): _______________

       Restricted Stock Certificate No.(s): ________________

       Number of Shares Sold: __________________

       Date of Sale: ______________





In the event that you receive a stock certificate(s)
representing more shares of Common Stock than have been sold by the undersigned,
then you should return to the undersigned a newly issued certificate for such
excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND.
Further, you should place a stop transfer on your records with regard to such
certificate.

Very truly yours,

By: _______________________

Print Name: ___________________

Title: ___________________















Dated: _______________


cc:Investor Relations

                   Align Technology, Inc.

   821 Martin Avenue

   Santa Clara, CA  95050