Exhibit 10.1

    

     

    

    
      

      

      EARNOUT AGREEMENT

      

      

      by and between

      

      

      DENTAL HOLDING, LLC

      

      

      and

      

      

      CANTEL MEDICAL CORP.

      

      

      Dated as of July 29, 2019

      
        
          


      

      
      TABLE OF CONTENTS

       

        

      	 	 	Page

            
	 	 
	
              ARTICLE I DEFINITIONS

            	
              1

            
	
              Section 1.1

            	
              Defined Terms

            	
              1

            
	
              ARTICLE II EARNOUT

            	6 

            
	
              Section 2.1

            	
              Payment of Earnout Amounts

            	
              6

            
	
              Section 2.2

            	
              Earnout Statement; Access to Information

            	
              7

            
	
              Section 2.3

            	
              Earnout Statement Dispute Resolution

            	
              8

            
	
              Section 2.4

            	
              Acceleration of Earnout Payments

            	
              9

            
	
              Section 2.5

            	
              Distribution of Earnout Amounts

            	
              10

            
	
              Section 2.6

            	
              Certain Seller Acknowledgements

            	
              11

            
	
              Section 2.7

            	
              Purchaser Covenants

            	
              11

            
	
              ARTICLE III REPRESENTATIONS AND WARRANTIES

            	
              12

            
	
              Section 3.1

            	
              Mutual Representations and Warranties

            	
              12

            
	
              ARTICLE IV GENERAL PROVISIONS

            	
              12

            
	
              Section 4.1

            	
              Termination

            	
              12

            
	
              Section 4.2

            	
              Notices

            	
              13

            
	
              Section 4.3

            	
              Headings; Table of Contents

            	
              14

            
	
              Section 4.4

            	
              Severability

            	
              14

            
	
              Section 4.5

            	
              Entire Agreement

            	
              14

            
	
              Section 4.6

            	
              Assignment; Binding Effect

            	
              14

            
	
              Section 4.7

            	
              Parties in Interest

            	
              15

            
	
              Section 4.8

            	
              Fees and Expenses

            	
              15

            
	
              Section 4.9

            	
              Withholding

            	
              15

            
	
              Section 4.10

            	
              Amendment

            	
              15

            
	
              Section 4.11

            	
              Extension; Waiver

            	
              15

            
	
              Section 4.12

            	
              Specific Performance

            	
              15

            
	
              Section 4.13

            	
              Failure or Indulgence Not Waiver; Remedies Cumulative

            	
              15

            
	
              Section 4.14

            	
              Governing Law; Waiver of Jury Trial

            	
              16

            
	
              Section 4.15

            	
              Arbitration

            	
              16

            
	
              Section 4.16

            	
              Counterparts

            	
              16

            
	
              Section 4.17

            	
              Interpretation

            	
              17

            


      

      

      	
              Annexes

            	 	 	 
	
              Annex A

            	
              Illustrative Prorated Earnout B Amount Calculations

            	 
	
              Annex B

            	
              Earnout B Representation Letter

            	 


      
        -i-

        
          


      

      EARNOUT AGREEMENT

      

      

      EARNOUT AGREEMENT, dated as of July 29, 2019 (this “Agreement”), by and between Dental Holding, LLC, a Delaware limited liability company (the “Seller”), and
        Cantel Medical Corp., a Delaware corporation (the “Purchaser”).

      

      

      WHEREAS, concurrently with the execution and delivery of this Agreement, Hu-Friedy Mfg. Co., LLC, a Delaware limited liability company (the “Company”), the Seller
        and the Purchaser  are entering into a Purchase and Sale Agreement, dated as of the date hereof (as may be amended, modified or supplemented from time to time in accordance with its terms, the “Purchase and Sale Agreement”);

      

      

      WHEREAS, the Purchase and Sale Agreement provides for, among other things, the purchase by the Purchaser and the sale by the Seller of all of the issued and outstanding
        ownership interests in and to the Company (the “Membership Interests”) in exchange for certain consideration payable at the closing of the sale and purchase of the Membership Interests (the “Closing”), on the terms and subject to the
        conditions set forth therein; and

      

      

      WHEREAS, the Seller and the Purchaser wish to enter this Agreement pursuant to which the Seller may be eligible to receive certain additional consideration following the
        Closing in respect of the sale of the Membership Interests to the Purchaser, upon the terms and subject to the conditions set forth herein.

      

      

      NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

      

      

      ARTICLE I

      

      

      DEFINITIONS

      

      

      Section 1.1          Defined Terms.

      

      

      (a)          For all purposes of this Agreement, the following terms shall have the
          following respective meanings:

      

      

      “Affiliate” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is
        controlled by, or is under common control with, such specified Person.  As used in this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means possession, directly or indirectly, of
        the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

      

      

      “Arbitrator” shall mean an arbitrator selected in accordance with Section 4.15 (Arbitration) or, if the Purchaser and the Seller shall otherwise agree in writing, an
        independent accounting firm or other Person mutually selected by the Purchaser and the Seller.

      
        
          


      

      
      “Business Day” shall mean each day that is not a Saturday, Sunday or other day on which banking institutions located in New York, New York are authorized or
        obligated by Law or executive order to close.

      

      

      “Closing Date” shall mean the date upon which the Closing occurs.

      

      

      “Code” shall mean the Internal Revenue Code of 1986, as amended.

      

      

      “Company Group” shall mean the Company and each of its Subsidiaries.

      

      

      “Company Product” shall mean any dental instrument or other dental product sold or offered for sale by the  Company Group or in development by the Company Group as
        of the Closing Date.

      

      

      “Company Product Net Sales” shall mean, for an applicable measurement period, (i) the gross amounts invoiced and paid on sales of Company Products by the members of
        the Company Group and, from and after the Closing Date, the Purchaser and its Subsidiaries (including the members of the Company Group), to a third-party purchaser in an arm’s-length transaction, less (ii) the Specified Sales Exclusions, less (iii)
        any customary deductions actually taken, paid, accrued, allocated or allowed with respect to Company Products to the extent such deductions are of a type that were historically excluded or deducted from the Purchaser’s calculation of net sales in
        its dental division, in each case of the foregoing clauses (i), (ii) and (iii) consistent with the Purchaser’s accounting policies and as set forth on or derived from the financial statements of the Purchaser; provided, that purchases by
        the Company Group from third-party providers of data relating to the Company Products shall not be treated as contra revenue for purposes of this Agreement or otherwise reduce the amount of Company Product Net Sales.

      

      

      “Contract” shall mean any contract, agreement, lease, license, instrument, note, evidence of indebtedness or other legally binding commitment or undertaking.

      

      

      “Cost of Goods Sold” means, for an applicable measurement period, the cost of goods sold for the Company Products in respect of which there are Company Product Net
        Sales for such period, in each case consistent with the Purchaser’s accounting policies and as set forth on or derived from the financial statements of the Purchaser; provided, that such calculation shall include all freight and logistics
        expenses associated with Company Products that historically have been accounted by the Company as a component of operating expenses.  For the avoidance of doubt, the calculation of Cost of Goods Sold shall not include costs or expenses to the
        extent attributable to: (A) any occurrence, outbreak, escalation or material worsening of war, armed hostilities, acts of terrorism, any natural disaster or any national or international calamity, crisis or emergency to the extent (but only to the
        extent) having a disproportionately adverse effect on the Company Group, taken as a whole; (B) the relocation of the Company’s Julius Wirth facility currently conducted at the Tuttlingen, Germany leased facility to another location in Germany at
        the direction of the Purchaser or the modification of the operations at such facility at the direction of the Purchaser; or (C) increased costs directly resulting from the consolidation and integration of the businesses of the Company Group and the
        Purchaser.

      
        2

        
          


      

      “Earnout A Milestone” shall mean the receipt of Company Product Net Sales of $222,000,000 or more during any consecutive twelve (12) calendar months (whether the
        first day of such period occurs prior to, on or after the Closing Date).

      

      

      “Earnout Amount” shall mean the Earnout A Amount, the Earnout B Amount or the Prorated Earnout B Amount.

      

      

      “Earnout B Milestone” shall mean the occurrence of both of the following:  (i) the receipt of Company Product Net Sales of $230,000,000 or more during any
        consecutive twelve (12) calendar months that each occur in full during the Earnout B Earnout Period and (ii) a Gross Margin in respect of such twelve (12) calendar month period of equal to or greater than 57.0%.

      

      

      “Earnout B Earnout Period” shall mean the eighteen (18) consecutive calendar months beginning with the first calendar month that begins on or after the Closing
        Date.  By way of example, (i) if the Closing Date occurs on October 22, 2019, the Earnout B Earnout Period would begin on November 1, 2019 and end on April 30, 2021 and (ii) if the Closing Date occurs on December 1, 2019, the Earnout B Earnout
        Period would begin on December 1, 2019 and end on May 31, 2021.

      

      

      “Earnout B End Date” shall mean the last day of the Earnout B Earnout Period.

      

      

      “Earnout Period” shall mean the period beginning on the Closing Date and ending on the first date that (a) the Earnout A Milestone has been achieved and (b) either
        (i) the Earnout B Milestone has been achieved or (ii) the Earnout B End Date has occurred.

      

      

      “Enforceability Exceptions” shall mean:  (i) any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating
        to or affecting the enforcement of creditors’ rights generally; and (ii) any legal principles of general applicability governing the availability of equitable remedies (whether considered in a proceeding in equity or at law or under applicable
        legal codes).

      

      

      “Governmental Authority” shall mean:  (i) any federal, state, provincial, local, foreign or international government, governmental authority, regulatory authority or
        administrative agency (including the U.S. Food and Drug Administration and the U.S. Environmental Protection Agency); (ii) any governmental commission, department, board, bureau, agency or instrumentality; (iii) any court, tribunal, arbitrator,
        arbitral body (public or private) or self-regulatory organization; or (iv) any political subdivision of any of the foregoing.

      

      

      “Gross Margin” shall mean, for an applicable measurement period, the quotient equal to (i) (A) Company Product Net Sales minus
        (B) Cost of Goods Sold divided by (ii) Company Product Net Sales, in each case cumulatively for the applicable measurement period.

      

      

       “Law” shall mean any law, statute, ordinance, code, regulation, rule or other legal requirement issued or promulgated by any Governmental Authority.

      

      

      “Lien” shall mean any lien, mortgage, deed of trust, title defect, easement, right-of-way, encroachment, hypothecation, pledge, security interest, option,
        encumbrance or other similar restriction or limitation.

      
        3

        
          


      

      “Organizational Documents” shall mean, with respect to any Person that is not a natural Person, such Person’s charter, certificate or articles of incorporation or
        formation, bylaws, memorandum and articles of association, operating agreement, limited liability company agreement, partnership agreement, limited partnership agreement, limited liability partnership agreement, or other constituent or
        organizational documents of such Person.

      

      

      “Owners” shall mean each of the holders of capital stock of the Seller.

      

      

      “Permit” shall mean any permit, license, franchise or authorization of any Governmental Authority.

      

      

      “Person” shall mean any individual or entity, including a partnership, a limited partnership, a limited liability partnership, a company, a limited liability
        company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Authority.

      

      

      “Prorated Earnout B Milestone” shall mean the occurrence of both of the following:  (i) the receipt of Company Product Net Sales of equal to or greater than
        $228,100,000 but less than $230,000,000 during any consecutive twelve (12) calendar months that each occur in full during the Earnout B Earnout Period and (ii) a Gross Margin in respect of such twelve (12) calendar month period of equal to or
        greater than 57.0%.

      

      

      “Purchaser Share Price” shall mean the volume-weighted average closing price of Purchaser Shares on the New York Stock Exchange for the consecutive twenty (20)
        trading day period ending on the last trading day ended prior to the date on which the Earnout B Milestone or the Prorated Earnout B Milestone is to be paid pursuant to this Agreement.

      

      

      “Purchaser Shares” shall mean the common stock, par value $0.10 per share, of the Purchaser.

      

      

      “Qualifying Growth Amount” means the excess, if any, of (i) the Qualifying Prorated Sales Amount over (ii) $217,600,000.

      

      

      “Qualifying Prorated Sales Amount” means the highest amount of Company Product Net Sales during the consecutive twelve (12) calendar months, if any, in respect of
        which a Prorated Earnout B Milestone is achieved.

      

      

      “Specified Sales Exclusions” shall mean, collectively, (i) normal and customary trade, cash and quantity discounts, allowances, rebates and credits actually allowed
        or paid with respect to sales of Company Products (to the extent not already reflected in the amount invoiced and excluding commissions for commercialization); (ii) retroactive price reductions, allowances or credits actually granted upon
        rejections or returns of Company Products, including for recalls, returns or damaged goods and for billing errors; (iii) discounts, chargeback payments, rebates and reimbursements granted to managed care organizations, group purchasing
        organizations or other buying groups, health maintenance organizations, Governmental Authorities and any other providers of health insurance coverage, health care organizations or other health care institutions (including dental service providers),
        health care administrators or patient assistance or other similar programs; (iv) compulsory payments and cash rebates related to the sales of Company Products actually paid to a Governmental Authority pursuant to governmental regulations by reason
        of any national or local health insurance program or similar program; (v) royalties, licensing fees or other similar payments owed to a third party in connection with the sale of any Company Product; (vi) reasonable and customary outbound freight,
        shipping, insurance and other transportation expenses, to the extent actually borne by the Company, the Purchaser or their Affiliates without reimbursement from any third party; (vii) tariffs, duties, excise, sales, value-added and other similar
        taxes (other than taxes based on income and excluding medical device excise tax), customs duties or other charges of a Governmental Authority, in each case imposed on the sale of any Company Product, including VAT, but only to the extent that such
        VAT are not reimbursable or refundable; and (viii) amounts written off as uncollectible.  Notwithstanding the foregoing to the contrary, in no event will the Specified Sales Exclusions reduce Company Product Net Sales in any period by an amount
        greater than the reduction in gross sales calculated by the Purchaser in determining net sales of its dental division for the same period under the Purchaser’s accounting policies and as set forth on or derived from the financial statements of the
        Purchaser.

      
        4

        
          


      

      “Subsidiary” shall mean, with respect to any Person, any corporation, company, partnership, limited liability company, association or other business entity of which
        (i) if a corporation or company, a majority of the total voting power of capital stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at
        the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a
        majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person
        or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company,
        association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, limited liability company, association or other business entity.

      

      

      (b)          Each capitalized term listed below is defined in the corresponding reference
          in this Agreement:

      

      

      
        	
                Term

              	
                Section

              
	
                AAA

              	
                Section 4.15

              
	
                Accelerating Event

              	
                Section 2.4(a)

              
	
                Adjustment Factor

              	
                Section 2.1(c)

              
	
                Agreement

              	
                Preamble

              
	
                Arbitration Rules

              	
                Section 4.15

              
	
                Closing

              	
                Recitals

              
	
                Company

              	
                Recitals

              
	
                Company Sale

              	
                Section 2.4(b)(ii)

              
	
                Delivering Party

              	
                Section 2.3(a)

              
	
                Earnout A Amount

              	
                Section 2.1(a)

              
	
                Earnout B Amount

              	
                Section 2.1(b)

              


        
          5

          
            


        

        	
                Earnout B Representation Letter

              	
                Section 2.5(b)

              
	
                Earnout B Share Recipient

              	
                Section 2.5(a)

              
	
                Earnout Statement

              	
                Section 2.2(a)(i)

              
	
                Independent Accountant

              	
                Section 2.3(b)

              
	
                Liquidated Earnout Amount

              	
                Section 2.4(b)(ii)

              
	
                Membership Interests

              	
                Recitals

              
	
                Objections Period

              	
                Section 2.3(a)

              
	
                Objections Statement

              	
                Section 2.3(a)

              
	
                Prorated Earnout B Amount

              	
                Section 2.1(c)

              
	
                Purchase and Sale Agreement

              	
                Recitals

              
	
                Purchaser

              	
                Preamble

              
	
                Receiving Party

              	
                Section 2.3

              
	
                Seller

              	
                Preamble

              


      

      

      ARTICLE II

      

      

      EARNOUT

      

      

      Section 2.1          Payment of Earnout Amounts.

      

      

      (a)          If the Earnout A Milestone is achieved and the Earnout A Amount has become
          final and binding in accordance with Section 2.3, then the Purchaser shall pay an amount in cash equal to $25,000,000 minus any amounts offset against payment obligations of the Seller pursuant to, and subject to the terms and conditions of,
          Section 9.4(e) of the Purchase and Sale Agreement (the “Earnout A Amount”), by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller on the later of (i) December 31, 2019 and (ii) the
          date that is five (5) Business Days following the date that the Earnout A Amount has become final and binding in accordance with Section 2.3.

      

      

      (b)          If the Earnout B Milestone is achieved and the Earnout B Amount has become
          final and binding in accordance with Section 2.3, then the Purchaser shall (i) pay an amount in cash equal to $23,250,000 by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller (which for
          avoidance of doubt, may include payment of a portion of such amount to certain employees of the Company Group through the Purchaser’s payroll system) no later than three (3) Business Days prior to the applicable payment date, and (ii) subject to
          Section 2.5(b), issue to the Seller a number of Purchaser Shares (rounded up to the nearest whole share) equal to the quotient obtained by dividing (A) $1,750,000 by (B) the Purchaser Share Price (clause
          (i) and (ii), collectively, the “Earnout B Amount”), minus any amounts offset against payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement, on the date
          that is five (5) Business Days following the date that the Earnout B Amount has become final and binding in accordance with Section 2.3.

      

      

      (c)          If the Prorated Earnout B Milestone is achieved and the Prorated Earnout B
          Amount has become final and binding in accordance with Section 2.3, then the Purchaser shall (i) pay an amount in cash equal to $23,250,000 multiplied by the Adjustment Factor by wire transfer of
          immediately available funds to one or more bank accounts designated in writing by the Seller (which for avoidance of doubt, may include payment of a portion of such amount to certain employees of the Company Group through the Purchaser’s payroll
          system) no later than three (3) Business Days prior to the applicable payment date, and (ii) subject to Section 2.5(b), issue to the Seller a number of Purchaser Shares (rounded up to the nearest whole share) equal to the quotient obtained by
          dividing (A) the product of (1) $1,750,000 and (2) the Adjustment Factor by (B) the Purchaser Share Price (clause (i) and (ii), collectively, the “Prorated Earnout B Amount”), minus any amounts
          offset against payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement, on the date that is five (5) Business Days following the date that the Prorated Earnout B
          Amount has become final and binding in accordance with Section 2.3.  As used in this Agreement, the “Adjustment Factor” shall mean the quotient, rounded to the nearest whole percentage point, of the Qualifying Growth Amount divided by $12,400,000 (and, for avoidance of doubt, in no event will the Adjustment Factor be equal to or greater than one (1)).  For avoidance of doubt, the Prorated Earnout B Milestone, the Earnout B
          Milestone or neither (but not both) may be achieved, the Prorated Earnout B Milestone cannot be achieved more than once and if the Prorated Earnout B Milestone would otherwise be achieved in respect of more than one consecutive twelve (12)
          calendar month period in the Earnout B Earnout Period, the Prorated Earnout B Milestone shall be achieved in respect of such period that results in the highest Prorated Earnout B Amount.  By way of example, Annex A sets forth certain illustrative
          Qualifying Prorated Sales Amounts and, for each Qualifying Prorated Sales Amount, the Qualifying Growth Amount, Adjustment Factor and Prorated Earnout B Amount resulting therefrom.

      
        6

        
          


      

      Section 2.2          Earnout Statement; Access to Information.

      

      

      (a)          Earnout Statements for Earnout A.

      

      

      (i)          As promptly as practicable, but in any event not later than thirty (30) days
          after the Closing Date, the Seller will deliver to the Purchaser a written statement (an “Earnout Statement”) indicating whether the Earnout A Milestone was achieved in respect of any consecutive twelve (12) calendar months beginning on or
          after July 1, 2018 and ending prior to the Closing Date and, if the Earnout A Milestone was achieved in respect of any such period, the Seller’s good faith calculation of the amount of Company Product Net Sales for the applicable period, together
          with reasonable supporting documentation.

      

      

      (ii)          Until the Earnout A Amount is paid pursuant to this Agreement, as promptly
          as practicable, but in any event not later than thirty (30)days after the end of each calendar month that ends on or after the Closing Date, the Purchaser will deliver to the Seller an Earnout Statement indicating whether the Earnout A Milestone
          was achieved in respect of the immediately preceding twelve (12) calendar months and setting forth the Purchaser’s good faith calculation of the amount of Company Product Net Sales for such period, together with reasonable supporting
          documentation.

      

      

      (b)          Earnout Statements for Earnout B. 
          As promptly as practicable following the end of each calendar month in the Earnout B Earnout Period, but in any event not later than thirty (30) days after the end of each such applicable month in the Earnout B Earnout Period, the Purchaser will
          deliver to the Seller an Earnout Statement (i) setting forth the Purchaser’s good faith calculation of the amount of Company Product Net Sales and the Gross Margin for such period (on a monthly and cumulative basis), together with reasonable
          supporting documentation and (ii) beginning with the twelfth (12th) calendar month in the Earnout B Earnout Period, indicating whether the Earnout B Milestone was
          achieved in respect of the immediately preceding twelve (12) calendar months.  In addition, as promptly as practicable following the end of the last calendar month in the Earnout B Earnout Period, but in any event not later than thirty (30) days
          after the end of such month, if the Earnout B Milestone is not achieved, the Purchaser will deliver to the Seller an Earnout Statement indicating whether the Prorated Earnout B Milestone was achieved in respect of any consecutive twelve (12)
          calendar months during the Earnout B Earnout Period and setting forth the Purchaser’s good faith calculation of the amount of Company Product Net Sales and the Gross Margin throughout the Earnout B Earnout Period and the applicable Prorated
          Earnout B Amount.

      
        7

        
          


      

      Section 2.3          Earnout Statement Dispute Resolution.

      

      

      (a)          If the party receiving an Earnout Statement (the “Receiving Party”)
          has any objections to any Earnout Statement delivered pursuant to Section 2.2, the Receiving Party shall deliver to the party that delivered the Earnout Statement (the “Delivering Party”) a statement setting forth in reasonable detail each
          item in dispute, the amount thereof in dispute and the basis for its objections thereto (an “Objections Statement”).  If (i) the Receiving Party notifies the Delivering Party in writing of its acceptance of the Earnout
          Statement or (ii) an Objections Statement is not delivered to Delivering Party within forty-five (45) days after delivery of the Earnout Statement (the “Objection Period”), then the Earnout Statement shall be final and binding and, if
          applicable, the Purchaser shall, subject to Section 2.5(b), within five (5) Business Days thereafter, pay the Earnout Amount identified as payable (if any) in the applicable Earnout Statement pursuant to Section 2.1.  During the Objection Period,
          the Receiving Party and its representatives will have reasonable access during normal business hours to books and records of the Company Group and the Purchaser, as applicable, to the extent relating to the calculation of Company Product Net
          Sales or Gross Margin during the relevant period necessary for purposes of their review of the Earnout Statement.  If an Objections Statement is delivered, then the Seller and the Purchaser shall negotiate in good faith to resolve the disputed
          items for thirty (30) days following the Delivering Party’s receipt of the Objections Statement.  If, during such period, the Seller and the Purchaser are able to resolve such dispute and agree on the Earnout Amount payable pursuant to the
          Earnout Statement, such Earnout Amount shall become final and binding on the parties.

      

      

      (b)          If the Purchaser and the Seller do not reach a final resolution within thirty
          (30) days after the delivery of the Objections Statement, either the Purchaser or the Seller may elect to submit such dispute to Ernst & Young LLP or, if Ernst & Young LLP declines to act, another nationally recognized accounting firm
          mutually agreed upon by the Purchaser and the Seller (the “Independent Accountant”) for resolution in accordance with this Section 2.3(b).  The parties agree to instruct the Independent Accountant to render a determination of the
          applicable dispute within forty-five (45) days after referral of the matter to such Independent Accountant, which determination must be in writing and must set forth, in reasonable detail, the basis therefor.  The Independent Accountant shall be
          bound by this Section 2.3(b) and shall determine only those issues still in dispute, and the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by either the Purchaser or the Seller or
          less than the least value for such item claimed by either the Purchaser or the Seller.  The Independent Accountant shall make its determination (i) based solely on the documentation submitted by, and presentations made by, the parties (any such
          documentation or presentation must be provided to the other parties prior to its submission or presentation to the Independent Accountant) and (ii) in a manner consistent with this Agreement (including the definitions herein).  Absent manifest
          error, the determination of the Independent Accountant pursuant to this Section 2.3(b) shall be final and binding on the parties.  The fees and expenses of the Independent Accountant shall be borne 50% by the Purchaser, on the one hand, and 50%
          by the Seller, on the other hand.

      
        8

        
          


      

      Section 2.4          Acceleration of Earnout Payments.

      

      

      (a)          If, during the Earnout Period, (i) a Company Sale is consummated,  or (ii)
          this Agreement is terminated by the Purchaser pursuant to Section 4.1(a)(iv) (each, an “Accelerating Event”), then (x) in the case of the foregoing clause (i), not later than the closing date of such transaction, and (y) in the case of the
          foregoing clause (iv), on the date of the termination of this Agreement, the Purchaser shall pay the Liquidated Earnout Amount in cash by wire transfer of immediately available funds to one or more bank accounts designated by the Seller (which
          for avoidance of doubt, may include payment of a portion of such amount to certain employees of the Company Group through the Purchaser’s payroll system), whereupon this Agreement (and all rights and obligations of the parties hereto) shall
          terminate (and, for avoidance of doubt, the Purchaser shall have no obligation to pay any other Liquidated Earnout Amount following such termination).

      

      

      (b)          As used in this Agreement:

      

      

      (i)          “Company Sale” means any transaction or series of transactions
          pursuant to which any Person(s), other than the Purchaser or a direct or indirect Subsidiary of the Purchaser, individually or collectively, acquires (A) 50% or more of the outstanding equity or voting securities of the Company or of any of its
          Subsidiaries representing indirect ownership of more than 50% of the consolidated assets of the Company Group (whether by merger, consolidation, reorganization, combination, sale, transfer or otherwise) or (B) more than 50% of the Company Group’s
          assets determined on a consolidated basis.

      

      

      (ii)          “Liquidated Earnout Amount” shall mean an amount in cash equal to:

      

      

      (A)          in respect of the Earnout A Milestone, if the Earnout A
          Amount has not been paid, $25,000,000 in cash, net of any amount previously offset against any payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement (without
          duplication)); plus

      

      

      (B)          in respect of the Earnout B Milestone, if the applicable
          Accelerating Event occurs on or prior to the Earnout B End Date and neither the Earnout B Amount nor the Prorated Earnout B Amount has been paid, $25,000,000 in cash, net of any amounts previously offset against any payment obligations of the
          Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement (without duplication)); plus

      
        9

        
          


      

      (C)          in respect of the Earnout B Milestone, if the applicable
          Accelerating Event occurs after the Earnout B End Date and neither the Earnout B Amount nor the Prorated Earnout B Amount has been paid, (1) and it has been finally determined in accordance with Section 2.3 that neither the Earnout B Milestone
          nor the Prorated Earnout B Milestone has been achieved, then zero ($0) or (2) and it has not been finally determined in accordance with Section 2.3 that the Earnout B Milestone or the Prorated Earnout B Milestone has not been achieved, then any
          amounts (if any) payable to the Seller in respect of the Earnout B Milestone or the Prorated Earnout B Milestone pursuant to Sections 2.1(b) or 2.1(c), as applicable, in either case, upon final determination in accordance with Section 2.3, net of
          any amounts previously offset against any payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement (without duplication));

      

      

      provided that, for avoidance of doubt, in no event shall the sum of the Liquidated Earnout Amount and the aggregate Earnout Amounts (if any) previously paid (or previously offset
        against any payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement) exceed $50,000,000 (valuing any Purchaser Shares issued in connection with the satisfaction of
        the Earnout B Milestone at $1,750,000 and any Purchaser Shares issued in connection with the satisfaction of the Prorated Earnout B Milestone at an amount equal to the product of $1,750,000 and the Adjustment Factor).

      

      

      Section 2.5          Distribution of Earnout Amounts.

      

      

      (a)          Following the receipt of any Earnout Amount or Liquidated Earnout Amount
          pursuant to this Agreement, the Seller shall distribute such amount to the Owners in accordance with applicable Law and the Organizational Documents of the Seller.  The Seller agrees that any Purchaser Shares issued to the Seller as a portion of
          the Earnout B Amount or the Prorated Earnout B Amount shall not directly or indirectly be distributed or otherwise transferred by the Seller to any Person other than to Ken Serota or his designated Affiliate (the “Earnout B Share Recipient”).  


        

      

      

      (b)          If the Earnout B Milestone or the Prorated Earnout B Milestone is achieved,
          then as a condition to the issuance to the Seller of the Purchaser Shares comprising a portion of the Earnout B Amount or the Prorated Earnout B Amount, the Seller and the Earnout B Share Recipient shall execute and deliver to the Purchaser a
          representation letter in the form attached hereto as Annex B (the “Earnout B Representation Letter”).

      

      

      (c)          From and after the Closing Date, the Seller shall indemnify, defend and hold
          harmless the Purchaser and its Affiliates and their respective representatives, successors and assigns from and against any damages, losses, liabilities, fines, fees, taxes, costs and expenses, including reasonable legal fees, costs and expenses
          related thereto, incurred by any of them arising out of, relating to or resulting from any distribution or other transfer of any portion of any Earnout Amount or Liquidated Earnout Amount that was not distributed or transferred by the Seller in
          accordance with this Agreement.

      
        10

        
          


      

      Section 2.6          Certain Seller Acknowledgements.  Notwithstanding anything to
          the contrary in this Agreement, the Seller and the Purchaser each hereby acknowledge and agree that none of the Purchaser’s covenants and agreements pursuant to this Article II shall have any force or effect prior to the Closing and, if this
          Agreement is terminated prior to the Closing for any reason, the Purchaser shall have no obligations hereunder.  For avoidance of doubt, in no event shall the aggregate amount paid under this Agreement exceed $50,000,000 (valuing any Purchaser
          Shares issued in connection with the satisfaction of the Earnout B Milestone at $1,750,000 and any Purchaser Shares issued in connection with the satisfaction of the Prorated Earnout B Milestone at an amount equal to the product of $1,750,000 and
          the Adjustment Factor), net of any amounts previously offset against any payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement.

      

      

      Section 2.7          Purchaser Covenants. During the Earnout Period, the Purchaser
          acknowledges and agrees that (a) the Purchaser shall, and shall cause its Subsidiaries to, (i) act in good faith to cause the business of the Company Group to be funded and capitalized in a manner materially consistent with, or more favorable to
          the Company Group than, the ordinary course of the Company Group’s business (provided that this clause (i) shall not require the Purchaser to take any action that is inconsistent with the consolidation and integration plans of the Purchaser and
          the Company Group), except as would not reasonably be expected to materially and adversely affect the ability of the Earnout A Milestone or the Earnout B Milestone to be achieved and (ii) not take any action the primary intent of which is to
          reduce the Company Product Net Sales or Gross Margin and (b) the Purchaser shall maintain (or cause the Company Group to maintain) financial statements, financial ledgers or other books and records of the Company Group or otherwise reflecting
          Company Product Net Sales, Cost of Goods Sold and Gross Margin in the ordinary course and a manner necessary to calculate Company Product Net Sales, Cost of Goods Sold and Gross Margin in accordance with this Agreement.  The Seller hereby
          acknowledges and agrees that the Purchaser shall have no obligation to with respect to the satisfaction of the Earnout A Milestone, the Earnout B Milestone or the Prorated Earnout B Milestone except as set forth in this Section 2.7.

      

      

      ARTICLE III

      

      

      REPRESENTATIONS AND WARRANTIES

      

      

      Section 3.1          Mutual Representations and Warranties.  Each party hereby
          represents and warrants to the other party as follows:

      

      

      (a)          Authorization of Agreement.  Such
          party has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  The execution and delivery of this Agreement by such party have been duly authorized by all necessary corporate
          action on the part of such party and no other corporate proceedings on the part of such party are necessary to authorize this Agreement.  This Agreement has been duly executed and delivered by such party and, assuming the due authorization,
          execution and delivery hereof by the other party, constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to the Enforceability Exceptions.

      
        11

        
          


      

      (b)          No Conflict.    The execution and
          delivery of this Agreement by such party and the performance by such party of its obligations under this Agreement do not and shall not (a) violate the Organizational Documents of such party, (b) violate or result in a material breach of any Law
          or Permit applicable to such party or any of its assets or properties, (c) violate or result in a material breach of any of the terms and conditions of, cause the termination of or give any other contracting party the right to terminate, or
          constitute (or with notice or lapse of time, or both, constitute) a material default under any material Contract to which such party is a party or (d) result in the creation of any material Lien upon any of the assets or properties of such party
          pursuant to the terms of any Contract to which such party is a party.

      

      

      ARTICLE IV

      

      

      GENERAL PROVISIONS

      

      

      Section 4.1          Termination.

      

      

      (a)          This Agreement shall automatically terminate upon the earliest to occur of
          (i) a valid termination of the Purchase and Sale Agreement prior to the Closing in accordance with Article XI of the Purchase and Sale Agreement; (ii) following the end of the Earnout Period, upon payment (if any) by the Purchaser of all Earnout
          Amounts (if any) (net of any such amounts offset against payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement) owed hereunder; and (iii) following written
          notice delivered by the Purchaser to the Seller after the Closing for any reason to the effect that the Purchaser is electing to terminate this Agreement, effective upon payment by the Purchaser of the Liquidated Earnout Amount; provided
          that the termination of this Agreement shall not relieve the Purchaser of any obligation to pay any Earnout Amount earned prior to the termination of this Agreement; provided, further, that in the event this Agreement is
          terminated by the Purchaser after the end of the Earnout B Earnout Period, the obligation (if any) of the Purchaser to pay the Earnout B Amount or the Prorated Earnout B Amount and the provisions of this Agreement applicable to the determination
          of whether such amount is payable shall not be terminated unless and until it has finally been determined whether the Earnout B Milestone or the Prorated Earnout B Milestone has been achieved pursuant to the terms of this Agreement and, if
          applicable, the Earnout B Milestone or the Prorated Earnout B Milestone (as applicable) has been paid.

      

      

      (b)          Notwithstanding anything in this Agreement to the contrary, at any time prior
          to the expiration of the Earnout Period, the Purchaser may elect to terminate all of its obligations hereunder by paying the Seller the Liquidated Earnout Amount.  For avoidance of doubt, in no event shall the sum of the Liquidated Earnout Amount
          and the aggregate Earnout Amounts (if any) previously paid (or previously offset against any payment obligations of the Seller pursuant to, and subject to the terms and conditions of, Section 9.4(e) of the Purchase and Sale Agreement) exceed
          $50,000,000 (valuing any Purchaser Shares issued in connection with the satisfaction of the Earnout B Milestone at $1,750,000 and any Purchaser Shares issued in connection with the satisfaction of the Prorated Earnout B Milestone at an amount
          equal to the product of $1,750,000 and the Adjustment Factor).

      
        12

        
          


      

      Section 4.2          Notices.  All notices and other communications given or made
          pursuant hereto shall be in writing and shall be deemed to have been duly given (i) upon receipt, if delivered personally, (ii) three (3) days after being mailed by registered or certified mail (postage prepaid, return receipt requested) to the
          parties at the following addresses (or at such other address for a party as shall be specified by like changes of address) or (iii) immediately when sent by email (so long as confirmation of transmission is electronically or mechanically
          generated and kept on file by the sending party) to the email address specified below (or at such other email address for a party as shall be specified by like changes of email addresses):

      	 	 	
              
                

                

              

            	 
	 	 If to the Purchaser, to:	 
	 	 	 	 
	 	 	
              Cantel Medical Corp.

            	 
	 	 	
              150 Clove Road

            	 
	 	 	
              Little Falls, New Jersey 07424

            	 
	 	 	
              Email:  jeff.mann@cantelmedical.com

            	 
	 	 	
              Attention:  General Counsel

            	 
	 	 	 	 
	 	
              with a copy (which shall not constitute notice) to:

            	 
	 	 	 	 
	 	 	
              Wachtell, Lipton, Rosen & Katz

            	 
	 	 	
              51 West 52nd Street

            	 
	 	 	
              New York, New York 10019

            	 
	 	 	
              Email:  IKirman@wlrk.com

            	 
	 	 	
              Attention:  Igor Kirman

            	 
	 	 	 	 
	 	
              If to the Seller, to:

            	 
	 	 	 	 
	 	 	
              Dental Holding, LLC

            	 
	 	 	
              3232 North Rockwell Street

            	 
	 	 	
              Chicago, Illinois 60618

            	 
	 	 	
              Email:  mberns@hu-friedy.com

            	 
	 	 	
              Attention:  General Counsel

            	 
	 	 	 	 
	 	
              with a copy (which shall not constitute notice) to:

            	 
	 	 	 	 
	 	 	
              Latham & Watkins

            	 
	 	 	
              330 North Wabash, Suite 2800

            	 
	 	 	
              Email:

            	mark.gerstein@lw.com	
              

              

            
	 	 	 	
              jason.morelli@lw.com

            	 
	 	 	
              Attention:  

              

            	 Mark D. Gerstein	 
	 	 	 	 Jason Morelli	 
	 	 	 	
              

              

            


      
        13

        
          


      

      Section 4.3          Headings; Table of Contents.  The headings and table of
          contents contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

      

      

      Section 4.4          Severability.  If any term or other provision of this Agreement
          is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the
          transactions contemplated by this Agreement is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall
          negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent
          possible.

      

      

      Section 4.5          Entire Agreement.  This Agreement (together with the Annexes
          hereto), the Purchase and Sale Agreement and the other Transaction Documents, including the Confidentiality Agreement, constitute the entire agreement of the parties, and supersede all prior agreements and undertakings, both written and oral,
          among the parties or between any of them, with respect to the subject matter hereof.

      

      

      Section 4.6          Assignment; Binding Effect.  Neither this Agreement nor any of
          the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of Law or otherwise by either of the parties hereto without the prior written consent of the other party, and any such
          assignment without such prior written consent shall be null and void; provided, that without written consent of the Seller, the Purchaser may assign its rights and obligations hereunder, in whole or in part, to any of its Subsidiaries,
          but no such assignment shall relieve the Purchaser of any liability or obligation hereunder; provided, further, that without written consent of any party hereto, the Seller may assign its rights hereunder to receive any portion of
          any Earnout Amounts payable pursuant to and in accordance with this Agreement, in whole or in part, to any of the Owners, to the extent consistent with Section 2.10 of the Seller Disclosure Schedule to the Purchase and Sale Agreement.  Subject to
          the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

      

      

      Section 4.7          Parties in Interest.  This Agreement shall be binding upon and
          inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

      

      

      Section 4.8          Fees and Expenses.  Except as otherwise specifically provided
          in this Agreement, all fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses.

      

      

      Section 4.9          Withholding.  The Purchaser shall be entitled to deduct and
          withhold from any payment otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to such payment under all applicable Tax Laws.  If the Purchaser determines that any deduction or
          withholding is required in respect of a payment pursuant to this Agreement, the Purchaser shall provide written notice to the Seller no less than five (5) days prior to the date on which such deduction or withholding is to be made, and the
          Parties shall use commercially reasonable efforts to cooperate to mitigate any such requirement to the maximum extent permitted by Law.  To the extent that amounts are so deducted or withheld, such deducted and withheld amounts shall be (a)
          treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made and (b) paid over to the proper Governmental Authority.

      
        14

        
          


      

      Section 4.10          Amendment.  This Agreement may be amended by the parties
          hereto at any time.  This Agreement may not be amended except by an instrument in writing signed by the Purchaser and the Seller.

      

      

      Section 4.11          Extension; Waiver.  At any time, any party hereto entitled to
          the benefits thereof, may, to the extent permitted by Law (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representations and warranties contained
          herein and (c) waive compliance with any of the agreements or conditions contained herein.  Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby.  Such
          extension or waiver shall not be deemed to apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any agreement or condition, as the case may be, other than that which is specified in the extension
          or waiver.  The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

      

      

      Section 4.12          Specific Performance.  The parties hereby acknowledge and
          agree that the failure of any party to perform its agreements and covenants hereunder will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy.  Accordingly, each party hereby
          consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party’s obligations and to the granting by any court of the remedy of specific performance of its obligations hereunder.

      

      

      Section 4.13          Failure or Indulgence Not Waiver; Remedies Cumulative.  No
          failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any
          single or partial exercise of any such right preclude other or further exercise thereof or of any other right.  The terms and conditions of this Agreement may be waived only by the party or parties entitled to the benefits thereof.  Except as
          otherwise explicitly provided for elsewhere herein, all rights and remedies existing under this Agreement are cumulative to, and not exclusive to, and not exclusive of, any rights or remedies otherwise available.

      

      

      Section 4.14          Governing Law; Waiver of Jury Trial.  THIS AGREEMENT SHALL BE
          GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
          LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED.  IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH
          JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.  EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT SUCH PARTY MAY LEGALLY AND
          EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

      
        15

        
          


      

      Section 4.15          Arbitration.  Each of the parties hereto acknowledges,
          consents and agrees that, unless otherwise mutually agreed in writing by the Purchaser and the Seller, and subject to the last sentence of this Section 4.15, all disputes and claims arising out of, relating to or in connection with this Agreement
          shall be settled exclusively by arbitration administered by the American Arbitration Association (the “AAA”) in accordance with its Procedures for Large Complex Commercial Disputes (the “Arbitration Rules”).  Any such arbitration
          shall be conducted by a single arbitrator mutually selected by the parties in good faith within ten (10) days following delivery of written notice of a request or demand for arbitration by either party to the other party or, if the parties are
          unable to agree in good faith within such ten (10) day period, a single arbitrator selected by AAA in accordance with the Arbitration Rules.  The location of any such arbitration shall be in New York City, New York.  Any award or decision in any
          arbitration proceeding in accordance with this Section 4.15 shall be final and binding and may be enforced in any court of competent jurisdiction.  The fees and expenses of any such arbitration (other than attorneys’ fees) shall be borne 50% by
          the Purchaser, on the one hand, and 50% by the Seller, on the other hand.  Notwithstanding the foregoing, this Section 4.15 shall not apply with respect to any dispute or claim as to the amount of Company Product Net Sales for any period or as to
          whether the Earnout A Milestone, the Earnout B Milestone or the Prorated Earnout B Milestone has been achieved, which disputes and claims shall be resolved solely by the Independent Accountant pursuant to Section 2.3(b).

      

      

      Section 4.16          Counterparts.  This Agreement may be executed in one or more
          counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.  This Agreement shall become
          effective when the Purchaser and the Seller shall have executed this Agreement.  This Agreement may be delivered by facsimile or .pdf transmission.

      

      

      Section 4.17          Interpretation.  The interpretation of this Agreement shall be
          governed by the following rules of construction:  (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms
          Article, Section, clause, subclause, paragraph and Annex are references to the Articles, Sections, clauses, subclause, paragraphs and Annexes to this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and
          derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean
          “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h)  provisions shall apply, when appropriate, to successive events and
          transactions; (i) the parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties thereto
          and no presumption or burden of proof shall arise favoring or burdening either party by virtue of the authorship of any of the provisions in this Agreement; (j) a reference to any Person includes such Person’s successors and permitted assigns;
          (k) any reference to “days” means calendar days unless Business Days are expressly specified; (l) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement,
          the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; and (m) any reference to any Law shall be deemed
          also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

      

      

      [Signature page follows]

      
        16

        
          


      

      

      

      IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be signed, all as of the date first written above.

      

      	 	
              DENTAL HOLDING, LLC

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/ Ronald Saslow

            
	 	 	
              Name:  Ronald Saslow

            
	 	 	
              Title:    Chief Executive Officer

            


      

      

      
        [Signature Page to Earnout Agreement]

      

      
        
          


      

      	 	 	 	 
	 	
              CANTEL MEDICAL CORP.

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/ George Fotiades

            
	 	 	
              Name:  George Fotiades

            
	 	 	
              Title:    President and Chief Executive Officer

            


       

      

      
        [Signature Page to Earnout Agreement]

      

      
        
          


      

      ANNEX A

      

      

      

      Certain Illustrative Prorated Earnout B Amount Calculations

       

        

      		 	 	
               

            	 	 		 	 	
              Prorated Earnout B Amount

            	 
	
              Qualifying Prorated 

              Sales Amount ($)

               

              

            	 	 	
              Qualifying Growth 

              Amount ($)

            	 	 	
              Adjustment 

              Factor

            	 	 	
              Cash ($)

            	 	 	
              Value of Purchaser 

              Shares ($)*

            	 
	
              $

            	
              228,100,000

            	 	 	
              $

            	
              10,500,000

            	 	 	 	
              85

            	
              %

            	 	
              $

            	
              19,762,500

            	 	 	
              $

            	
              1,487,500

            	 
	 	
              228,300,000

            	 	 	 	
              10,700,000

            	 	 	 	
              86

            	
              %

            	 	 	
              19,995,000

            	 	 	 	
              1,505,000

            	 
	 	
              228,500,000

            	 	 	 	
              10,900,000

            	 	 	 	
              88

            	
              %

            	 	 	
              20,460,000

            	 	 	 	
              1,540,000

            	 
	 	
              228,700,000

            	 	 	 	
              11,100,000

            	 	 	 	
              90

            	
              %

            	 	 	
              20,925,000

            	 	 	 	
              1,575,000

            	 
	 	
              228,900,000

            	 	 	 	
              11,300,000

            	 	 	 	
              91

            	
              %

            	 	 	
              21,157,500

            	 	 	 	
              1,592,500

            	 
	 	
              229,100,000

            	 	 	 	
              11,500,000

            	 	 	 	
              93

            	
              %

            	 	 	
              21,622,500

            	 	 	 	
              1,627,500

            	 
	 	
              229,300,000

            	 	 	 	
              11,700,000

            	 	 	 	
              94

            	
              %

            	 	 	
              21,855,000

            	 	 	 	
              1,645,000

            	 
	 	
              229,500,000

            	 	 	 	
              11,900,000

            	 	 	 	
              96

            	
              %

            	 	 	
              22,320,000

            	 	 	 	
              1,680,000

            	 
	 	
              229,700,000

            	 	 	 	
              12,100,000

            	 	 	 	
              98

            	
              %

            	 	 	
              22,785,000

            	 	 	 	
              1,715,000

            	 
	 	
              229,900,000

            	 	 	 	
              12,300,000

            	 	 	 	
              99

            	
              %

            	 	 	
              23,017,500

            	 	 	 	
              1,732,500

            	 


      

      

      *Number of Purchaser Shares payable to be equal to value of Purchaser Shares divided by the Purchaser Share Price.

      
        
          


      

      ANNEX B

        

      

      

      Earnout B Representation Letter

      

      

      [PURCHASER LETTERHEAD]

      

      

      [●], 20[●]

      

      

      [Mr. Ken Serota or his designated Affiliate]

      [●]

      [●]

      

      

      
        
          	

                	Re:	
                  Earnout B Representation Letter with Respect to Shares of Common Stock of Cantel Medical Corp.

                


        

      

      

      

      Mr. Serota:

      

      

      Reference is made to that certain Earnout Agreement, dated as of July 29, 2019 (the “Earnout Agreement”), by
        and between Cantel Medical Corp., a Delaware corporation (the “Purchaser”), and Dental Holding, LLC, a Delaware limited liability company (the “Seller”).  Capitalized terms used and not otherwise defined in this letter agreement shall
        have the meanings set forth in the Earnout Agreement.  In connection with the achievement of the Earnout B Milestone or the Prorated B Earnout Milestone, on the terms and subject to the conditions set forth in the Earnout Agreement, among other
        things, the Purchaser agreed to issue to the Seller, and the Seller agreed to distribute to Mr. Ken Serota (the “Earnout B Share Recipient”), certain shares of the Purchaser’s common stock, par value $0.10 per share (“Purchaser Shares”).

      

      

      As a condition to your receipt of the applicable number of Purchaser Shares payable pursuant to the Earnout Agreement as a result of the achievement of the Earnout B
        Milestone or the Prorated Earnout B Milestone, as applicable (the “Earnout B Purchaser Shares”), and as required by Section 2.5(b) of the Earnout Agreement, you hereby represent, warrant and agree as follows:

      

      

      1.          You have such knowledge and experience in financial and business matters that
          you are capable of evaluating the merits and risks of the receipt of the Earnout B Purchaser Shares and of protecting your interests in connection therewith.  You have the ability to bear the economic risk of an investment in the Earnout B
          Purchaser Shares and can afford to sustain a total loss of that investment.

      

      

      2.          You are acquiring the Earnout B Purchaser Shares for investment for your own
          account, not as a nominee or agent, and with no current intention or plan to distribute, sell or otherwise dispose of any of the Earnout B Purchaser Shares in connection with any distribution; provided, however, that in making the
          representations herein, you reserve the right, subject to this letter agreement, to dispose of your Earnout B Purchaser Shares at any time or from time to time, in whole or in part, in accordance with or pursuant to a registration statement or an
          exemption under the Securities Act of 1933, as amended (the “Securities Act”).  You do not presently have any contract with any person to distribute any of the Earnout B Purchaser Shares.  You acknowledge that the Earnout B Purchaser
          Shares that you are expected to receive have not been registered under the Securities Act or any state securities or other laws, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among
          other things, the bona fide nature of your investment intent and the accuracy of your representations as expressed in this letter agreement.

      
        
          


      

      3.          You have sought such accounting, legal and tax advice as you have considered
          necessary to make an informed decision with respect to your acquisition of the Earnout B Purchaser Shares. You acknowledge that neither the Purchaser nor any director, officer, employee, affiliate or representative of the Purchaser has made any
          representation, express or implied, with respect to the accuracy, completeness or adequacy of any available information made available to you.

      

      

      4.          You are an “accredited investor” as that term is defined under Regulation D of
          the Securities Act.

      

      

      5.          You understand that the Earnout B Purchaser Shares that you are expected to
          receive are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired by you from the Purchaser or the Seller (as applicable) in a transaction not involving a public offering and that
          under such laws and applicable regulations and that the such shares may be resold without registration under the Securities Act only in certain limited circumstances. You acknowledge that the Earnout B Purchaser Shares that you are expected to
          receive must be held indefinitely unless a sale of such shares is subsequently registered under the Securities Act or an exemption from such registration is available.  You are aware of the provisions of Rule 144 promulgated under the Securities
          Act which permit limited resale of shares purchased in a private placement or shares owned by certain Persons associated with the Purchaser subject to the satisfaction of certain conditions.

      

      

      6.          You understand and agree that each certificate representing the Earnout B
          Purchaser Shares that you are expected to receive shall bear a legend in the following form (in addition to any other legend required under applicable state securities laws) (and agree that if such shares are not in certificated form, other
          appropriate restrictions shall be implemented to give effect to the following):

      

      

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF
        ANY STATE OR OTHER JURISDICTION.  THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR AN
        EXEMPTION FROM SUCH REGISTRATION UNDER SUCH ACT AND SUCH LAWS.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR OTHER TRANSFER OTHERWISE COMPLIES WITH THE SECURITIES
        ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

      
        
          


      

      You agree that subject to the terms of this letter agreement, upon the sale of your Earnout B Purchaser Shares either pursuant to a registration statement or upon your satisfaction of the
        relevant holding period under Rule 144, and at your request, you and the Purchaser shall use reasonable best efforts to cooperate with each other to exchange your certificates for such relevant shares for new certificates not bearing a legend
        restricting transfer under the Securities Act, and you shall provide such certificates, documents and/or legal opinions as the Purchaser and the Purchaser’s registrar and transfer agent may reasonably request in connection therewith.

      

      

      7.          Unless otherwise specified herein, all notices required or permitted hereunder
          shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1)
          business day after deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt.  All notices and other communications shall be sent to the applicable party at the address
          listed on the first page of this letter agreement or at such other address as a party may designate by ten (10) days’ advance written notice to the other parties hereto.

      

      	 	 	
              Very truly yours,

            
	 	 	 	 
	 	 	
              CANTEL MEDICAL CORP.

               
	 	 	 	 
	 	 	
              By:

            	 
	 	 	
              

              

            	Name:
	 	 	
              

              

            	Title:
	
              Accepted and agreed as of

            	 	 
	
              the date first above written:

            	 	 
	 	 	 	 
	
              By:

            	 	 	 
	
              

              

            	Ken Serota