Smile Brands Group Inc. S-1/A

AMENDMENT NO. 2 TO FORM S-1

FORM OF UNDERWRITING AGREEMENT

FORM OF RESTATED CERTIFICATE OF INCORPORATION

FORM OF AMENDED & RESTATED BYLAWS

CREDIT AGREEMENT, DATED AS OF FEBRUARY 26, 2010

FORM OF 2010 PERFORMANCE INCENTIVE PLAN

FORM OF DIRECTED STOCK TRANSFER AGREEMENT

FORM OF LETTER AGREEMENT WITH PC OWNER

CONSENT OF DELOITTE & TOUCHE LLP

CONSENT OF ERIC J. BODEN

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