Exhibit 10.1


 


Cantel Medical Corp.

150 Clove Road

Little Falls, New Jersey 07424


 


December 12, 2019


 


Dental Holding LLC


3232 North Rockwell Street


Chicago, Illinois 60618


Attention: Ron Saslow and Ken Serota


 


RE: Excess Shares


 


Dear Messrs. Saslow and
Serota:


 


Reference is hereby
made to the Purchase and Sale Agreement, dated as of July 29, 2019, by and among Cantel Medical Corp. (the “Purchaser”),
Hu-Friedy Mfg. Co., LLC (the “Company”), Dental Holding, LLC (the “Seller”), and, for limited
purposes set forth therein, Ken Serota and Ron Saslow (as amended through the date hereof, the “Purchase and Sale Agreement”),
and the Registration Rights Agreement, dated as of October 1, 2019, by and between the Seller and the Purchaser (the “Registration
Rights Agreement”). Capitalized terms used herein and not defined have the meanings ascribed thereto in the Purchase
and Sale Agreement unless otherwise indicated herein.


 


The Seller, the Purchaser
and the Company acknowledge and agree as follows:


 


		1.	Post-Closing Payment in Respect of Offering Proceeds. Section 2.11(a)
of the Purchase and Sale Agreement is hereby amended and restated as follows:



 


If, following the Closing,
a Post-Closing Offering is completed pursuant to the Registration Rights Agreement and the aggregate net proceeds received by the
Seller in such Post-Closing Offering (the “Aggregate Post-Closing Offering Proceeds”) is less than $35,000,117,
then promptly (and in any event within five (5) Business Days) following the consummation of the Post-Closing Offering, the Purchaser
shall pay or cause to be paid to the Seller, by wire transfer of immediately available funds to an account designated in writing
by the Seller, an amount in cash equal to $35,000,117 minus the Aggregate Post-Closing Offering Proceeds. For avoidance
of doubt, if, following the Closing, a Post-Closing Offering is completed pursuant to the Registration Rights Agreement and the
Aggregate Post-Closing Offering Proceeds exceed $35,000,117, such excess shall the retained by the Seller without any requirement
that such excess be paid to the Purchaser.


 


		2.	Tax Gross-up in Respect of Offering Proceeds. For purposes of
                                                                Section 2.11(b) of the Purchase and Sale Agreement and all calculations and determinations thereunder or in connection
                                                                therewith (including the definition of “Excess Capital Loss” and of “Short-Term Capital Gain”) the
                                                                Aggregate Post-Closing Offering Proceeds
shall not exceed $35,000,117 (even if Aggregate Post-Closing Offering Proceeds actually exceed such amount).



 






     


     


    

 


		3.	Registration Statement and Underwritten Offering. (a) Notwithstanding
the terms of the Registration Rights Agreement, unless otherwise agreed by the Purchaser and the Seller in writing, the Purchaser
will effect an underwritten offering (with the underwriter(s) for such offering selected by the Purchaser) in accordance with the
Registration Rights Agreement that includes all of the Eligible Securities (as defined in the Registration Rights Agreement) at
a time determined by the Purchaser; provided, that such offering is effected at a time that results in the proceeds from the sale
of such Eligible Securities being received by Seller no later than February 15, 2020. Purchaser will file with the SEC a Shelf
Registration Statement (as defined in the Registration Rights Agreement) as contemplated by Section 2.1 when necessary to permit
such underwritten offering to be completed in accordance with this paragraph 3(a). (b) In furtherance of the foregoing, (i) notwithstanding
Purchaser’s obligation under Section 2.1 of the Registration Rights Agreement to use its reasonable best efforts to file
with the SEC a Shelf Registration Statement (as defined in the Registration Rights Agreement) within no later than (90) days following
the date thereof, the Purchaser shall not be in breach of the Registration Rights Agreement solely on account of its failure to
file a Shelf Registration Statement (as defined in the Registration Rights Agreement) during such period and (ii) the other terms
and conditions of the Registration Rights Agreement shall be interpreted and applied in a manner consistent with the agreements
of the Purchaser and the Seller set forth in paragraph 3(a) above.



 


Except as expressly
contemplated hereby, all the terms, conditions and provisions of the Purchase and Sale Agreement and the Registration Rights Agreement
shall remain in full force and effect. This letter agreement is limited precisely as written and shall not be deemed to be an amendment
to any other term or condition of the Purchase and Sale Agreement or the Registration Rights Agreement or any of the documents
referred to therein.


 


This letter agreement,
including its existence, validity, construction and operating effect, and the rights of the parties, shall be governed by and construed
in accordance with the laws of the State of Delaware. The headings in this letter agreement are for convenience of reference only,
and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. This letter agreement may be
executed by facsimile and in one or more counterparts, all of which shall constitute one and the same instrument.


 


This letter agreement
shall form a part of the Purchase and Sale Agreement and the Registration Rights Agreement for all purposes, and each party thereto
and hereto shall be bound hereby. From and after the execution of this letter agreement by the parties hereto, any reference to
the Purchase and Sale Agreement or the Registration Rights Agreement shall be deemed a reference to the Purchase and Sale Agreement
or the Registration Rights Agreement, as applicable, as amended, altered and modified hereby. This letter agreement shall be deemed
to be in full force and effect from and after the execution of this letter agreement by the parties hereto.


 






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	 	Very truly yours,
	 	 
	 	CANTEL MEDICAL CORP.
	 	 
	 	 	 
	 	By:	/s/ Seth M. Yellin
	 	Name:   	Seth M. Yellin
	 	Title:	Executive
    Vice President, Corporate Strategy
	 	 	 
	 	HU-FRIEDY MFG. CO., LLC
	 	 	 
	 	By: 	/s/ Peter Clifford
	 	Name:	Peter Clifford
	 	Title:	Chief Operating Officer







 





	ACCEPTED AND AGREED:	 
	 	 
	DENTAL HOLDING, LLC	 
	 	 	 
	By:	/s/ Ken Serota	 
	Name:   	Ken Serota	 
	Title:	President	 







 





[Signature Page to Letter Agreement Regarding
Excess Shares]