Item 1A. Risk Factors

Our business operations could be affected by factors that are not presently known

to us or that we currently

consider not to be material to our operations, so you should not consider

the risks disclosed in this section to

necessarily represent a complete statement of all risks and uncertainties.

The Company believes that the following

risks could have a material adverse impact on our business, reputation, financial

results, financial condition and/or

the trading price of our common stock.

The order in which these factors appear does not necessarily reflect

their

relative importance or priority.

COMPANY RISKS

Our business, results of operations, cash flows, financial condition and

liquidity may be negatively impacted by

the effects of disease outbreaks, epidemics, pandemics, or similar wide-spread public health

concerns and other

natural disasters

.

The COVID-19 pandemic and the responses of governments

to it had, and may again have, a

material adverse effect on our business, results of operations and cash flows and may result

in a material

adverse effect on our financial condition and liquidity.

Our business, results of operations, cash flows, financial condition and

liquidity may be negatively impacted by the

effects of disease outbreaks, epidemics, pandemics, similar wide-spread public health concerns

and other natural

disasters. The COVID-19 pandemic has had, and continues to have, an

unprecedented impact on society, worldwide

economic activity, and the health care sector (particularly, the dental market). As a global healthcare solutions

company, the COVID-19 pandemic and the governmental responses to it had, and may again have, a material

adverse effect on our business, results of operations and cash flows and may result

in a material adverse effect on

our financial condition and liquidity. Even after the COVID-19 pandemic has begun to subside, we may again

experience material adverse impacts to our business, results of operations

and cash flows as a result of, among other

things, its global economic impact, including any recession that

may occur in the future, or a prolonged period of

economic slowdown or the reluctance of patients to return for elective dental

or medical care. The impacts and

potential impacts from the COVID-19 pandemic include, but are not

limited to:

Significant volatility in supply, demand and selling prices for personal protective equipment (PPE), COVID-19

tests and other COVID-19 related products.

Available supply,

customer demand and selling prices for PPE,

COVID-19 tests and other COVID-19 related products

fluctuated in fiscal 2022 and we expect such volatility to

continue for the duration of the COVID-19 pandemic. This has resulted

in inventory reserves, fluctuating margins

and increased revenue related to such products.

The volatility in sales of COVID-19 test kits has moderated,

albeit

at a significantly lower level of sales compared with 2021, resulting in

us recording an inventory obsolescence

reserve of $17 million for COVID-19 test kits during the year

ended December 31, 2022 and we expect further

declines in sales volumes.

Our estimates for supply, demand and selling prices are inherently uncertain and if

supply, demand, selling prices or other market dynamics significantly fluctuate in the future beyond our current

assumptions, additional inventory reserves may be required, margins may be reduced and/or

revenue may decline

for such products, each which could materially adversely impact our business,

results of operations and cash flows.

Additionally, governmental policies designed to reduce the transmission of COVID-19 and variants thereof could

once again lead to the closure of dental offices or deferral of elective procedures and

wellness exams by medical

and dental patients. Such previous closures and restrictions impacted our

customers’ spending with us and had, and

if reinstated may again have, a material adverse effect on our business, results of operations

and cash flows.

Although we believe that most practices currently are able to access

adequate supply, we still may be unable to

supply our customers with the specific brand and/or quantity of certain PPE products,

COVID-19 tests and other

COVID-19 related products they demand, which may lead to our

customers seeking alternative sources of supply.

Healthcare professionals’ inability to obtain a sufficient quantity and/or brand of certain PPE, COVID-19

tests and

other COVID-19 related products would adversely impact our business,

results of operations and cash flows, and

could materially adversely affect our financial condition and liquidity;

Reduction in Peoples’ Ability and Willingness to be in Public.

Restrictions recommended by several public health

organizations, and implemented, from time to time, by federal, state and local governments,

to slow and limit the

transmission of COVID-19 and variants thereof has caused and may in

the future cause some people to be less

willing to go to elective medical and dental appointments, which could

again materially adversely affect demand

for our products.

A lengthened period of materially suppressed demand could again cause

material adverse impacts

on our business, results of operations and cash flows and could materially

adversely affect our financial condition

and liquidity;

Negative impact on our workforce and impact of adapted business practices.

The spread of COVID-19 and

variants thereof caused us to modify our business practices (including

employee travel, employee work locations,

and physical participation in meetings, events and conferences), and

we may take further actions as may be required

by government authorities or our customers or that we determine are in the

best interests of our employees. As the

COVID-19 pandemic continues to unfold, we continue to evaluate

appropriate actions for our business. At the onset

of the COVID-19 pandemic, many of our office-based workers shifted abruptly to

working remotely. As the

COVID-19 pandemic has evolved, we have modified our work

arrangements to implement more flexible working

arrangements for our office-based workers, including permanent work from home,

hybrid and office-based

arrangements. Implementing these modified business practices

to include remote work arrangements could have a

negative impact on employee morale, strain our business continuity plans,

introduce operational risk (including but

not limited to cybersecurity risks), and impair our ability

to efficiently operate our business;

Significant changes in political conditions.

Significant changes in political conditions in markets in which

we

purchase and distribute our products have occurred and are expected to

continue at least during the pendency of the

pandemic, including quarantines, governmental or regulatory actions, closures

or other restrictions that limit or

close our operating facilities, restrict our employees’ ability to

travel or perform necessary business functions, or

otherwise constrain the operations of our business partners, suppliers or

customers, which may materially adversely

affect our business, results of operations, cash flows, financial condition

and liquidity;

Volatility

in the financial markets.

Volatility

in the financial markets may materially adversely affect the

availability and cost of credit to us;

The impact of the COVID-19 pandemic may also exacerbate other risks discussed

below, any of which could have

a material adverse effect on us.

We are dependent upon third parties for the manufacture and supply of a significant volume of our products.

We obtain a significant volume of the products we distribute from third parties, with whom we generally do not

have long-term contracts.

While there is typically more than one source of supply, some key suppliers, in the

aggregate, supply a significant portion of the products we sell.

In 2022, our top 10 health care distribution suppliers

and our single largest supplier accounted for approximately 28% and 4%, respectively, of our aggregate purchases.

Because of our dependence upon such suppliers, our operations are

subject to the suppliers’ ability and willingness

to supply products in the quantities that we require, and the risks include delays

caused by interruption in

production based on conditions outside of our control, including

a supplier’s failure to comply with applicable

government requirements (which may result in product recalls and/or

cessation of sales) or an interruption in the

suppliers’ manufacturing capabilities.

In the event of any such interruption in supply, we would need to identify

and obtain acceptable replacement sources on a timely basis.

There is no guarantee that we would be able to obtain

such alternative sources of supply on a timely basis, if at all, and an extended

interruption in supply, particularly of

a high sales volume product, could result in a significant disruption

in our sales and operations, as well as damage

to our relationships with customers and our reputation.

In addition, certain of our suppliers have had their ability to

service certain markets restricted or negatively impacted because

of allegations of forced labor in their supply

chain.

Forced labor legislation affecting the supply chain has increased around the

world, and the United States

recently passed the Uyghur Forced Labor Prevention Act.

Our supply chain could be materially disrupted if our

suppliers fail to comply with, or are unable to satisfy our demand

for products, as a result of applicable forced labor

legislation and regulations.

Our

future

growth

(especially

for

our

technology

and

value-added

services

segment)

is

dependent

upon

our

ability

to

develop

or

acquire

and

maintain

and

protect

new

products

and

technologies

that

achieve

market

acceptance with acceptable margins.

Our future success depends on our ability to timely develop (or obtain the right

to sell) competitive and innovative

(particularly for our technology and value-added services segment)

products and services and to market them

quickly and cost-effectively.

Our ability to anticipate customer needs and emerging trends and develop or acquire

new products, services and technologies at competitive prices requires significant

resources, including employees

with the requisite skills, experience and expertise, particularly in our technology

segment, including dental practice

management, patient engagement and demand creation software solutions.

The failure to successfully address these

challenges could materially disrupt our sales and operations.

Additionally, our software and e-services products,

like software products generally, may contain undetected errors or bugs when introduced or as new versions are

released.

Any such defective software may result in increased expenses related

to the software and could adversely

affect our relationships with customers as well as our reputation.

With respect to certain software and e-services

that we develop, we rely primarily upon copyright, trademark and

trade secret laws, as well as contractual and

common law protections and confidentiality obligations.

We cannot provide assurance that such legal protections

will be available, adequate or enforceable in a timely manner to protect

our software or e-services products.

Risks inherent in acquisitions,

dispositions and joint ventures could offset the anticipated benefits.

One of our business strategies has been to expand our domestic and

international markets in part through

acquisitions and joint ventures and we expect to continue to make acquisitions

and enter into joint ventures in the

future. Such transactions require significant management attention,

may place significant demands on our

operations, information systems, legal, regulatory, compliance-functions and financial resources, and there is risk

that one or more may not succeed. We cannot be sure, for example, that we will achieve the benefits of revenue

growth that we expect from these acquisitions or joint ventures or

that we will avoid unforeseen additional costs,

taxes or expenses. Our ability to successfully implement our acquisition

and joint venture strategy depends upon,

among other things, the following:

the availability of suitable acquisition or joint venture candidates at

acceptable prices;

our ability to consummate such transactions, which could potentially

be prohibited due to U.S. or

foreign antitrust regulations;

the liquidity of our investments and the availability of financing on

acceptable terms;

our ability to retain customers or product lines of the acquired businesses or

joint ventures;

our ability to retain, recruit and incentivize the management of the

companies we acquire; and

our ability to successfully integrate these companies’ operations, services,

products and personnel with

our culture, management policies, legal, regulatory and compliance policies,

cybersecurity systems and

policies, internal procedures, working capital management, financial

and operational controls and

strategies.

Furthermore, some of our acquisitions and future acquisitions may give rise to

an obligation to make contingent

payments or to satisfy certain repurchase obligations, which payments

could have material adverse impacts on our

financial results individually or in the aggregate.

Additionally, when we decide to sell assets or a business, we may encounter difficulty in finding buyers or

executing alternative exit strategies on acceptable terms in a timely manner, which could delay

the accomplishment

of our strategic objectives. Alternatively, we may dispose of assets or a business at a price or on terms that are

less

than we had anticipated.

Dispositions may also involve continued financial involvement

in a divested business,

such as through transition service agreements, indemnities or other current

or contingent financial obligations.

Under these arrangements, performance by the acquired or divested

business, or other conditions outside our

control, could affect our future financial results.

Certain provisions in our governing documents and other documents to which we

are a party may discourage

third parties from seeking to acquire us that might otherwise result in

our stockholders receiving a premium

over the market price of their shares.

The provisions of our certificate of incorporation and by-laws may

make it more difficult for a third-party to

acquire us, may discourage acquisition bids and may impact the price

that certain investors might be willing to pay

in the future for shares of our common stock.

These provisions, among other things require (i) the affirmative vote

of the holders of at least 60% of the shares of common stock entitled to vote

to approve a merger, consolidation, or

a sale, lease, transfer or exchange of all or substantially all of our assets;

and (ii) the affirmative vote of the holders

of at least 66 2/3% of our common stock entitled to vote to (a) remove

a director; and (b) to amend or repeal our

by-laws, with certain limited exceptions.

In addition, certain of our employee incentive plans provide

for

accelerated vesting of stock options and other awards upon termination without cause

within two years following a

change in control, or grant the plan committee discretion to accelerate

awards upon a change of control.

Further,

certain agreements between us and our executive officers provide for increased severance

payments and certain

benefits if those executive officers are terminated without cause by us or if they terminate

for good reason, in each

case within two years following a change in control or within ninety days prior

to the effective date of the change in

control or after the first public announcement of the pendency of the change

in control.

Adverse changes in supplier rebates or other purchasing incentives

could negatively affect our business.

The terms

on which

we purchase

or sell

products from

many suppliers

may entitle

us to

receive a

rebate or

other

purchasing incentive based on

the attainment of

certain growth goals. Suppliers may

reduce or eliminate rebates

or

incentives

offered

under

their

programs,

or

increase

the

growth

goals

or

other

conditions

we

must

meet

to

earn

rebates

or

incentives

to

levels

that

we

cannot

achieve.

Increased

competition

either

from

generic

or

equivalent

branded products

could result

in us

failing to

earn rebates

or incentives

that are

conditioned upon

achievement of

growth goals. Additionally,

factors outside of

our control, such

as customer preferences,

consolidation of suppliers

or supply issues, can have a material impact on

our ability to achieve the growth goals established

by our suppliers,

which may reduce the amount of rebates or incentives we receive. The occurrence of any of these events

could have

an adverse impact on our business, financial condition or operating

results.

Sales of corporate brand products entail additional risks, including the risk that such sales could

adversely affect

our relationships with suppliers.

We

offer certain corporate brand products that are available exclusively from us. The sale

of such products subjects

us to the risks generally encountered by entities that source, market and sell corporate brand products, including but

not

limited to

potential product

liability risks,

mandatory or

voluntary product

recalls, potential

supply chain

and

distribution

chain

disruptions,

and

potential

intellectual

property

infringement

risks.

Any

failure

to

adequately

address

some

or

all

of

these

risks

could

have

an

adverse

effect

on

our

business, financial

condition

or

operating

results.

In

addition,

an

increase

in

the

sales

of

our

corporate

brand

products may

negatively

affect

our

sales

of

products

owned

by

our

suppliers

which,

consequently,

could

adversely

impact

certain

of

our

supplier

relationships.

Our

ability

to

locate

qualified,

economically

stable

suppliers

who

satisfy

our

requirements,

and

to

acquire

sufficient

products in

a timely

and effective

manner,

is critical

to ensuring,

among other

things, that

customer confidence

is

not diminished.

Any failure

to develop

sourcing relationships

with a

broad and

deep supplier

base could

have an

adverse effect on our business, financial condition or operating results.

INDUSTRY RISKS

The health care products distribution industry is highly competitive

(including, without limitation, competition

from third-party online commerce sites) and consolidating, and we may not

be able to compete successfully.

We compete with numerous companies, including several major manufacturers and distributors.

Some of our

competitors have greater financial and other resources than we do, which

could allow them to compete more

successfully.

Most of our products are available from several sources and our customers

tend to have relationships

with several distributors.

Competitors could obtain exclusive rights to market particular

products, which we would

then be unable to market. Manufacturers also could increase their

efforts to sell directly to end-users and thereby

eliminate or reduce our role in distribution.

Industry consolidation among health care product distributors and

manufacturers, price competition, product unavailability, whether due to our inability to gain access to products or

to interruptions in manufacturing supply, or the emergence of new competitors, also could increase competition.

Consolidation has also increased among manufacturers of health care

products, which could have a material

adverse effect on our margins and product availability.

We could be subject to charges and financial losses in the

event we fail to satisfy minimum purchase commitments contained

in some of our contracts. Additionally,

traditional health care supply and distribution relationships are being challenged

by electronic online commerce

solutions.

The continued advancement of online commerce by third

parties will require us to cost-effectively adapt

to changing technologies, to enhance existing services and to differentiate our business

(including with additional

value-added services) to address changing demands of consumers and

our customers on a timely basis.

The

emergence of such potential competition and our inability to anticipate and

effectively respond to changes on a

timely basis could have a material adverse effect on our business.

The repeal or judicial prohibition on implementation of the Affordable Care Act

could materially adversely

affect our business.

The ACA greatly expanded health insurance coverage in the United States

and has been the target of litigation and

Congressional reform efforts since its adoption.

The U.S. Supreme Court, in upholding the constitutionality of the

ACA and its individual mandate provision in 2012, simultaneously

limited ACA provisions requiring Medicaid

expansion, making such expansion a state-by-state decision.

In 2017, the U.S. Congress effectively repealed the

ACA’s

individual mandate provision by eliminating the financial penalty for non-compliance.

In the most recent

ACA litigation, a federal appeals court found the individual mandate to be unconstitutional,

and returned the case to

a lower federal court for consideration of whether the remainder of the ACA

could survive the excision of the

individual mandate.

This decision was appealed to the U.S. Supreme Court, and the Supreme

Court issued a

decision on June 17, 2021.

Without reaching the merits of the case, the Supreme Court held that the plaintiffs in

the case did not have standing to challenge the ACA.

Any outcome of future cases that change the ACA, in

addition to future legislation, regulation, guidance and/or Executive Orders

that do the same, could have a

significant impact on the U.S. healthcare industry.

For instance, the American Rescue Plan Act of 2021 enhanced

premium tax credits, which has resulted in an expansion of the number of people

covered under the ACA.

These

changes are time-limited, with some enhancements in place for 2021

only and others available through the end of

The health care industry is experiencing changes due to political, economic and

regulatory influences that could

materially adversely affect our business.

The health care industry is highly regulated and subject to changing

political, economic and regulatory influences.

In recent years, the health care industry has undergone, and is in the process of undergoing,

significant changes

driven by various efforts to reduce costs, including, among other factors: trends

toward managed care; collective

purchasing arrangements and consolidation among office-based health care practitioners;

and changes in

reimbursements to customers, including increased attention to value-based payment

arrangements, as well as

growing enforcement activities (and related monetary recoveries) by governmental

officials.

Both our profitability

and the profitability of our customers may be materially adversely affected by laws

and regulations reducing

reimbursement rates for pharmaceuticals, medical supplies and devices,

and/or medical treatments or services, or

changes to the methodology by which reimbursement levels are determined.

If we are unable to react effectively to

these and other changes in the health care industry, our business could be materially adversely affected.

Expansion of group purchasing organizations (“GPO”), dental support organizations

(“DSO”) or provider

networks and the multi-tiered costing structure may place us at a competitive

disadvantage.

The health care products industry is subject to a multi-tiered costing structure, which

can vary by manufacturer

and/or product.

Under this structure, certain institutions can obtain more favorable

prices for health care products

than we are able to obtain.

The multi-tiered costing structure continues to expand as many large integrated health

care providers and others with significant purchasing power, such as GPOs and DSOs, demand more favorable

pricing terms.

Additionally, the formation of provider networks, GPOs and DSOs may shift purchasing decisions

to entities or persons with whom we do not have a historical relationship

and may threaten our ability to compete

effectively, which could in turn negatively impact our financial results.

Although we are seeking to obtain similar

terms from manufacturers to access lower prices demanded by GPO and

DSO contracts or other contracts, and to

develop relationships with existing and emerging provider networks, GPOs and DSOs,

we cannot guarantee that

such terms will be obtained or contracts executed.

Increases in shipping costs or service issues with our third-party shippers

could harm our business.

Our ability to meet our customers’ expedited delivery expectations is an

integral component of our business

strategy for which our customers rely.

Shipping is a significant expense in the operation of our business.

We ship

almost all of our orders through third-party delivery services, and typically bear

the cost of shipment.

Accordingly,

any significant increase in shipping rates could have a material adverse

effect on our business, financial condition

or operating results.

While we have recently experienced increases in the cost of shipping,

we do not expect these

additional expenses to be material to our results.

However, it is possible that such costs could be material in the

future.

Similarly, strikes or other service interruptions by those shippers, including at transportation centers or

shipping ports, could cause our operating expenses to rise and materially

adversely affect our ability to deliver

products on a timely basis.

MACRO ECONOMIC AND POLITICAL RISKS

Uncertain global and domestic macro-economic and political conditions

could materially adversely affect our

results of operations and financial condition.

Uncertain global and domestic macro-economic and political conditions

that affect the economy and the economic

outlook of the United States, Europe, Asia and other parts of the

world could materially adversely affect our results

of operations and financial condition.

These uncertainties, include, among other things:

election results;

changes to laws and policies governing foreign trade (including, without

limitation, the United States-

Mexico-Canada Agreement (USMCA), the EU-UK Trade and Cooperation Agreement of December

2020 (that went into effect in 2021) and other international trade agreements);

greater restrictions on imports and exports;

supply chain disruptions;

changes in laws and policies governing health care or data privacy;

tariffs and sanctions;

changes to the relationship between the United States and China;

sovereign debt levels;

the inability of political institutions to effectively resolve actual or perceived

economic, currency or

budgetary crises or issues;

consumer confidence;

unemployment levels (and a corresponding increase in the uninsured

and underinsured population);

changes in regulatory and tax regulations;

interest rate fluctuations,

and strengthening of the dollar, which have and will continue to impact our

results of operations;

availability of capital;

increases in fuel and energy costs;

the effect of inflation on our ability to procure products and our ability to increase

prices over time and

pass through to our customers price increases we may receive;

changes in tax rates and the availability of certain tax deductions;

increases in labor costs;

increases in health care costs;

our aspirations, goals and disclosures related to environmental, social and

governance (ESG) matters;

the threat or outbreak of war, terrorism or public unrest (including, without limitation, the war in

Ukraine and the possibility of a wider European or global conflict);

and

changes in laws and policies governing manufacturing, development and

investment in territories and

countries where we do business.

Additionally, changes in government, government debt and/or budget crises may lead to reductions in government

spending in certain countries, which could reduce overall health care spending,

and/or higher income or corporate

taxes, which could depress spending overall.

Recessionary or inflationary conditions and depressed levels of

consumer and commercial spending may also cause customers to

reduce, modify, delay or cancel plans to purchase

our products and may cause suppliers to reduce their output or change

their terms of sale. We have experienced

inflationary pressures, including higher freight costs and interest expense.

Although inflation impacts both our

revenues and costs, the depth and breadth of our product portfolio often

allows us to offer lower-cost national brand

solutions or corporate brand alternatives to our more price-sensitive

customers who are unable to absorb price

increases, thus positioning us to protect our gross profit.

The strengthening of the dollar, likewise, has impacted

our revenues and costs, but neither inflation nor exchange rates have materially

impacted our results of operations

in fiscal year 2022.

We generally sell products to customers with payment terms.

If customers’ cash flow or

operating and financial performance deteriorate, or if they are unable to make scheduled

payments or obtain credit,

they may not be able to, or may delay, payment to us.

Likewise, for similar reasons suppliers may restrict credit or

impose different payment terms.

REGULATORY

AND LITIGATION RISKS

Failure to comply with existing and future regulatory requirements

could materially adversely affect our

business.

We strive to be compliant with the applicable laws, regulations and guidance described below in all material

respects, and believe we have effective compliance programs and other controls

in place to ensure substantial

compliance.

However, compliance is not guaranteed either now or in the future as certain laws, regulations

and

guidance may be subject to varying and evolving interpretations that could

affect our ability to comply, as well as,

future changes, additions and enforcement approaches, including in light

of political changes.

When we discover

situations of non-compliance we seek to remedy them and bring

the affected area back into compliance.

The Biden

Administration has indicated that it will be more aggressive in its pursuing

alleged violations of law, and it has

revoked certain guidance that would have limited governmental use of informal

agency guidance to pursue such

violations, as well as indicating it was more prepared to pursue individuals

for corporate law violations, including

an aggressive approach to anti-corruption activities.

Changes with respect to the applicable laws, regulations and

guidance described below may require us to update or revise our operations,

services, marketing practices, and

compliance programs and controls, and may impose additional and unforeseen

costs on us, pose new or previously

immaterial risks to us, or may otherwise have a material adverse effect on our business.

There can be no assurance

that current and future government regulations will not adversely

affect our business, and we cannot predict new

regulatory priorities, the form, content or timing of regulatory actions,

and their impact on the health care industry

and on our business and operations.

Global efforts toward healthcare cost containment continue to exert pressure on

product pricing.

In the United

States, in addition to other government efforts to control health care costs, there has been increased

scrutiny on drug

pricing and concurrent efforts to control or reduce drug costs by Congress, the President,

executive branch agencies

and various states.

At the state level, several states have adopted laws that require drug manufacturers

to provide

advance notice of certain price increases and to report information

relating to those price increases, while others

have taken legislative or administrative action to establish prescription drug

affordability boards or multi-payer

purchasing pools to reduce the cost of prescription drugs.

At the federal level, several related bills have been

introduced and regulations proposed which, if enacted or finalized,

respectively, would impact drug pricing and

related costs.

Under the Sunshine Act, we are required to collect and report detailed

information regarding certain financial

relationships we have with covered recipients, including physicians, dentists,

teaching hospitals, and certain other

non-physician practitioners.

We and our subsidiaries may be required to report information under certain state

transparency laws that address circumstances not covered by the Sunshine

Act, and some of these state laws, as

well as the federal law, can be unclear.

We are also subject to foreign regulations requiring transparency of certain

interactions between suppliers and their customers.

While we believe we have substantially compliant programs

and controls in place satisfying the above laws and requirements, such

compliance imposes additional costs on us

and the requirements are sometimes unclear.

In the United States, government actions to seek to increase health-

related price transparency may also affect our business.

Our business is subject to additional requirements under various local, state,

federal and international laws and

regulations applicable to the sale and distribution of, and third-party payment

for, pharmaceuticals and medical

devices and HCT/P products.

Among the federal laws with which we must comply are the Controlled Substances

Act, the FDC Act, the Federal Drug Quality and Security Act, including DSCSA,

Section 361 of the Public Health

Services Act and Section 401 of the Consolidated Appropriations Act

of the Social Security Act.

Among other

things, such laws, and the regulations promulgated thereunder:

regulate the introduction, manufacture, advertising, marketing and promotion,

sampling, pricing and

reimbursement, labeling, packaging, storage, handling, returning or

recalling, reporting, and

distribution of, and record keeping for drugs, HCT/P products and

medical devices,

including

requirements with respect to unique medical device identifiers;

subject us to inspection by the FDA and DEA and similar state authorities;

regulate the storage, transportation and disposal of certain of our products

that are considered

hazardous materials;

require us to advertise and promote our drugs and devices in accordance

with applicable FDA

requirements;

require us to report average sales price (ASP) for drugs or biologicals payable

under Medicare Part B to

CMS with or without a Medicaid drug rebate agreement;

require registration with the FDA and the DEA and various state agencies;

require record keeping and documentation of transactions involving drug

products;

require us to design and operate a system to identify and report suspicious

orders of controlled

substances to the DEA and certain states;

require us to manage returns of products that have been recalled and subject

us to inspection of our

recall procedures and activities;

impose on us reporting requirements if a pharmaceutical, HCT/P product or

medical device causes

serious illness, injury or death;

require manufacturers, wholesalers, repackagers and dispensers of prescription

drugs to identify and

trace certain prescription drugs as they are distributed;

require the licensing of prescription drug wholesalers and third-party

logistics providers; and

mandate compliance with standards for the recordkeeping, storage

and handling of prescription drugs,

and associated reporting requirements.

The FDA has become increasingly active in addressing the regulation of

computer software and digital health

products intended for use in health care settings.

The Cures Act, signed into law on December 13, 2016, among

other things, amended the medical device definition to exclude certain software

from FDA regulation, including

certain clinical decision support software.

On September 27, 2019, the FDA issued a suite of guidance documents

on digital health products, which incorporated applicable Cures Act standards,

and on September 28, 2022, the

FDA subsequently finalized certain of these guidance documents, including

regarding the types of clinical decision

support tools and other software that are exempt from regulation by the FDA as

medical devices, and the FDA

continues to issue new guidance in this area.

Certain of our businesses involve the development and

sale of

software and related products to support physician and dental practice management,

and it is possible that the FDA

or foreign government authorities could determine that one or more of our products

is subject to regulation as a

medical device, which could subject us or one or more of our businesses to

substantial additional requirements,

costs and potential enforcement actions or liabilities for noncompliance with

respect to these products.

Applicable federal, state, local and foreign laws and regulations also may require

us to meet various standards

relating to, among other things, licensure or registration, program eligibility, procurement, third-party

reimbursement, sales and marketing practices, product integrity and

supply tracking to product manufacturers,

product labeling, personnel, privacy and security of health or other personal

information, installation, maintenance

and repair of equipment and the importation and exportation of products.

The FDA and DEA, as well as CMS

(including with respect to complex Medicare reimbursement requirements

applicable to our specialty home medical

supplies business), have recently increased their regulatory and enforcement

activities and, in particular, the DEA

has heightened enforcement activities due to the opioid crisis in the United States.

One of our businesses was

suspended in October 2021 by CMS from receiving payments from

Medicare, although it was permitted to continue

to perform and bill for Medicare services.

On September 30, 2022, CMS terminated the suspension of Medicare

payments.

As a result of the termination of the suspension, we recognized $4

million of previously deferred

revenue during the year ended December 31, 2022.

Our business is also subject to requirements of similar and

other foreign governmental laws and regulations affecting our operations abroad.

The failure to comply with any of these laws or regulations, or new interpretations

of existing laws and regulations,

or the imposition of any additional laws and regulations, could

materially adversely affect our business.

The costs

to us associated with complying with the various applicable statutes

and regulations, as they now exist and as they

may be modified, could be material.

Allegations by a governmental body that we have not complied with

these

laws could have a material adverse effect on our businesses.

While we believe that we are substantially compliant

with applicable laws and regulations, and believe we have adequate

compliance programs and controls in place to

ensure substantial compliance, if it is determined that we have not complied

with these laws, we are potentially

subject to warning letters, substantial civil and criminal penalties,

mandatory recall of product, seizure of product

and injunction, consent decrees and suspension or limitation of payments

to us, product sale and distribution.

If we

enter into settlement agreements to resolve allegations of non-compliance, we

could be required to make settlement

payments or be subject to civil and criminal penalties, including fines

and the loss of licenses.

Non-compliance

with government requirements could also adversely affect our ability to participate

in important federal and state

government health care programs, such as Medicare and Medicaid,

and damage our reputation.

The EU Medical Device Regulation may adversely affect our business.

The EU MDR, applicable since May 26, 2021, significantly modifies and intensifies

the regulatory compliance

requirements for the medical device industry as a whole.

Among other things, the EU MDR:

strengthens the rules on placing devices on the market and reinforce surveillance once

they are

available;

establishes explicit provisions on manufacturers’

responsibilities for the follow-up of the quality,

performance and safety of devices placed on the market;

improves the traceability of medical devices throughout the supply chain to the end-user

or patient

through a unique identification number;

sets up a central database to provide patients, healthcare professionals and

the public with

comprehensive information on products available in the EU;

strengthens rules for the assessment of certain high-risk devices, such

as implants, which may have to

undergo an additional check by experts before they are placed on the market; and

identifies importers and distributors and medical device products through

registration in a database

(EUDAMED not due until 2024 and after as mentioned above).

In particular, the EU MDR imposes strict requirements for the confirmation that a product

meets the regulatory

requirements, including regarding a product’s clinical evaluation and a company’s quality systems, and for the

distribution, marketing and sale of medical devices, including post-market surveillance.

Medical devices that have

been assessed and/or certified under the EU Medical Device Directive

may continue to be placed on the market

until 2024 (or until the expiry of their certificates, if applicable and earlier).

However, on January 6, 2023, the EU

Commission submitted a proposed amendment to extend the MDR transitional

periods until December 31, 2028,

for certain medical devices to ensure continued access to medical devices

for patients and to allow medical devices

already placed on the market in accordance with the current legal framework

to remain on the market. We continue

to monitor developments and whether the proposed amendment and

new deadlines will be approved by the

European Parliament and Council. Nevertheless, EU MDR requirements

regarding the distribution, marketing and

sale including quality systems and post-market surveillance have to be observed

by manufacturers, importers and

distributors as of the application date (i.e., May 26, 2021).

The modifications created by the EU MDR may have an impact on the

way we design and manufacture products

and the way we conduct our business in the European Economic Area.

If we fail to comply with laws and regulations relating to health care

fraud or other laws and regulations, we

could suffer penalties or be required to make significant changes to our operations,

which could materially

adversely affect our business.

Certain of our businesses are subject to federal and state (and similar

foreign) health care fraud and abuse, referral

and reimbursement laws and regulations with

respect to their operations.

Some of these laws, referred to as “false

claims laws,” prohibit the submission or causing the submission of false or fraudulent

claims for reimbursement to

federal, state and other health care payers and programs.

Other laws, referred to as “anti-kickback laws,” prohibit

soliciting, offering, receiving or paying remuneration in order to induce the referral

of a patient or ordering,

purchasing, leasing or arranging for, or recommending ordering, purchasing or leasing of, items or services

that are

paid for by federal, state and other health care payers and programs.

Certain additional state and federal laws, such

as the federal Physician Self-Referral Law, commonly known as the “Stark Law,” prohibit physicians and other

health professionals from referring a patient to an entity with which the

physician (or family member) has a

financial relationship, for the furnishing of certain designated health services

(for example, durable medical

equipment and medical supplies), unless an exception applies.

Violations of Anti-Kickback statutes or the Stark

Law may be enforced as violations of the federal False Claims Act.

The fraud and abuse laws and regulations have been subject to heightened

enforcement activity over the past few

years, and significant enforcement activity has been the result of “relators” who

serve as whistleblowers by filing

complaints in the name of the United States (and if applicable, particular states)

under applicable false claims laws,

and who may receive up to 30% of total government recoveries.

Penalties under fraud and abuse laws may be

severe, including treble damages and substantial civil penalties under

the federal False Claims Act, as well as

potential loss of licenses and the ability to participate in federal and state

health care programs, criminal penalties,

or imposition of a corporate compliance monitor, which could have a material adverse effect on our business.

Also,

these measures may be interpreted or applied by a prosecutorial, regulatory or

judicial authority in a manner that

could require us to make changes in our operations or incur substantial defense

and settlement expenses.

Even

unsuccessful challenges by regulatory authorities or private relators could result

in reputational harm and the

incurring of substantial costs.

Most states have adopted similar state false claims laws, and these state

laws have

their own penalties which may be in addition to federal False Claims

Act penalties, as well as other fraud and abuse

laws.

With respect to measures of this type, the United States government (among others) has expressed concerns

about

financial relationships between suppliers on the one hand and physicians,

dentists and other health care providers,

on the other.

As a result, we regularly review and revise our marketing practices

as necessary to facilitate

compliance.

In the EU, the Directive No. 2019/1937 of October 23, 2019,

on the protection of persons who report breaches of

Union law,

organizes the legal protection of whistleblowers. This Directive covers whistleblowers

reporting

breaches of certain EU laws, in particular as regards public health, the above-mentioned

Directive No. 2001/83,

Regulation No. 726/2004 or, as regards data protection, the GDPR. The Directive protects a wide range of

people

and includes former employees. All private companies with 50 or

more employees are required to create effective

internal reporting channels. Though it was required before December 17, 2021,

at the latest, the implementation of

this Directive by EU member states is still underway for some of

them. At the end of January 2023 and according

to information available on public sources, sixteen EU member states have

fully implemented it (France, Belgium,

Denmark, Finland, Latvia, The Netherlands, Ireland, Croatia, Cyprus, Greece, Lithuania,

Romania, Malta, Portugal,

Sweden and Bulgaria) while the process is ongoing in the others with varying

degrees of progress.

We also are subject to the requirements of the new Directive No. 2022/2464 on corporate sustainability reporting

("CSR Directive") adopted on December 14, 2022 and has to be

implemented by EU members states by July 6,

2024, at the latest. By amending Directives No. 2004/109, No. 2006/43, No.

2013/34 and Regulation No. 537/2014,

the CSR Directive strengthens the existing rules on non-financial

reporting by setting new requirements for large

companies to publish sustainability-related information and, in particular, disclose details about their

risks and

impacts on environmental matters.

We

also are subject to certain United States and foreign laws and regulations

concerning the conduct of our foreign

operations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery

Act, German anti-corruption laws

and other anti-bribery laws and laws pertaining to the accuracy of our internal

books and records, which have been

the focus of increasing enforcement activity globally in recent years.

Our businesses are generally subject to

numerous other laws and regulations that could impact our financial

results, including, without limitation,

securities, antitrust, consumer protection, and marketing laws and regulations.

In the EU, both active and passive bribery are criminalized.

The EU Council Framework Decision 2003/568/JHA

of 22 July 2003

on combating corruption in the private sector

establishes more detailed rules on the liability of

legal persons and deterrent sanctions.

However, the liability of legal persons is regulated at a national level.

Failure to comply with fraud and abuse laws and regulations, and other

laws and regulations, could result in

significant civil and criminal penalties and costs, including the loss of

licenses and the ability to participate in

federal and state health care programs, and could have a material adverse

effect on our business.

We may

determine to enter into settlements, make payments, agree to consent decrees

or enter into other arrangements to

resolve such matters.

Intentional or unintentional failure to comply with consent decrees could

materially adversely

affect our business.

While we believe that we are substantially compliant with applicable fraud and

abuse and other laws and

regulations, and believe we have adequate compliance programs and controls

in place to ensure substantial

compliance, we cannot predict whether changes in applicable law, or interpretation of laws, or changes in our

services or marketing practices in response to changes in applicable law or

interpretation of laws, could have a

material adverse effect on our business.

If we fail to comply with laws and regulations relating to the collection,

storage and processing of sensitive

personal information or standards in electronic health records or transmissions,

we could be required to make

significant changes to our products, or incur substantial fines, penalties or

other liabilities.

Our businesses that involve physician and dental practice management

products, and our specialty home medical

supply business, include electronic information technology systems that

store and process personal health, clinical,

financial and other sensitive information of individuals.

These information technology systems may be vulnerable

to breakdown, wrongful intrusions, data breaches and malicious attack,

which could require us to expend

significant resources to eliminate these problems and address related security

concerns, and could involve claims

against us by private parties and/or governmental agencies.

We are directly or indirectly subject to numerous and evolving federal, state, local and foreign laws and regulations

that protect the privacy and security of personal information, such as HIPAA, the Controlling the Assault of Non-

Solicited Pornography and Marketing Act, the Telephone Consumer Protection Act of 1991, Section 5 of the

Federal Trade Commission Act, the CCPA, and the CPRA that becomes effective on January 1, 2023.

Laws and

regulations relating to privacy and data protection are continually evolving

and subject to potentially differing

interpretations.

These requirements

may not be harmonized, may be interpreted and applied in a

manner that is

inconsistent from one jurisdiction to another or may conflict with other

rules or our practices.

Our businesses’

failure to comply with these laws and regulations could expose us to breach of

contract claims, substantial fines,

penalties and other liabilities and expenses, costs for remediation and harm to

our reputation.

Also, evolving laws

and regulations in this area could restrict the ability of our customers to obtain,

use or disseminate patient

information, or could require us to incur significant additional costs to

re-design our products to reflect these legal

requirements, which could have a material adverse effect on our operations.

In addition, the European Parliament and the Council of the EU adopted

the GDPR effective from May 25, 2018,

which increased privacy rights for individuals (“Data Subjects”), including

individuals who are our customers,

suppliers and employees.

The GDPR extended the scope of responsibilities for data controllers and data

processors, and generally imposes increased requirements and potential

penalties on companies, such as us, that are

either established in the EU and process personal data of Data Subjects

(regardless the Data Subject location), or

that are not established in the EU but that offer goods or services to Data Subjects

in the EU or monitor their

behavior in the EU. Noncompliance can result in penalties of up to

the greater of EUR 20 million, or 4% of global

company revenues (sanction that may be public), and Data Subjects may

seek damages.

Member states may

individually impose additional requirements and penalties regarding certain

limited matters (for which the GDPR

left some room of flexibility), such as employee personal data. With respect to the personal data it protects,

the

GDPR requires, among other things, controller accountability, consents from Data Subjects or another acceptable

legal basis to process the personal data, notification within 72 hours of

a personal data breach where required, data

integrity and security, and fairness and transparency regarding the storage, use or other processing of the personal

data.

The GDPR also provides rights to Data Subjects relating notably

to information, access, rectification, erasure

of the personal data and the right to object to the processing.

On August 20, 2021, China promulgated the PIPL, which took effect on November

1, 2021.

The PIPL imposes

specific rules for processing personal information and it also specifies

that the law shall also apply to personal

information activities carried out outside China but for the purpose

of providing products or services to PRC

citizens.

Any non-compliance with these laws and regulations may subject

us to fines, orders to rectify or terminate

any actions that are deemed illegal by regulatory authorities, other penalties,

as well as reputational damage or legal

proceedings against us, which may affect our business, financial condition or results

of operations.

The PIPL

carries maximum penalties of CNY50 million or 5% of the annual revenue of

entities that process personal data.

In the United States, the CCPA, which increases the privacy protections afforded California residents, became

effective January 1, 2020.

The CCPA generally requires companies, such as us, to institute additional protections

regarding the collection, use and disclosure of certain personal information

of California residents.

Compliance

with the obligations imposed by the CCPA depends in part on how particular regulators interpret and apply them.

Regulations were released in August of 2020, but there remains some

uncertainty about how the CCPA will be

interpreted by the courts and enforced by the regulators.

If we fail to comply with the CCPA or if regulators assert

that we have failed to comply with the CCPA, we may be subject to certain fines or other penalties and litigation,

any of which may negatively impact our reputation, require us to expend

significant resources, and harm our

business.

Furthermore, California voters approved the CPRA on November 3,

2020, which will amend and expand

the CCPA, including by providing consumers with additional rights with respect to their personal information, and

creating a new state agency to enforce CCPA and CPRA.

The CPRA came into effect on January 1, 2023, applying

to information collected by businesses on or after January 1, 2022.

Other states, as well as the federal government, have increasingly

considered the adoption of similarly expansive

personal privacy laws, backed

by significant civil penalties for non-compliance.

Virginia and Colorado were both

successful in passing privacy legislation in 2021, becoming effective on January

1, 2023 and July 1, 2023,

respectively.

Connecticut and Utah also passed comprehensive privacy laws

that will go into effect in July 1, 2023

and December 31, 2023.

While we believe we have substantially compliant programs and controls

in place to

comply with the GDPR, CCPA, PIPL and CPRA requirements, our compliance with data privacy and cybersecurity

laws is likely to impose additional costs on us, and we cannot predict whether

the interpretations of the

requirements, or changes in our practices in response to new requirements

or interpretations of the requirements,

could have a material adverse effect on our business.

We also sell products and services that health care providers, such as physicians and dentists, use to store and

manage patient medical or dental records.

These customers and we are subject to laws, regulations and

industry

standards, such as HIPAA and the Payment Card Industry Data Security Standards, which require the protection of

the privacy and security of those records.

Our products or services may be used as part of these customers’

comprehensive data security programs, including in connection with their efforts to comply with

applicable data

privacy and security laws and contractual requirements.

Perceived or actual security vulnerabilities in our products

or services, or the perceived or actual failure by us or our customers who

use our products or services to comply

with applicable legal or contractual data privacy and security requirements,

may not only cause us significant

reputational harm, but may also lead to claims against us by our customers

and/or governmental agencies and

involve substantial fines, penalties and other liabilities and expenses

and costs for remediation.

Under the GDPR, health data belong to the category of “sensitive data” and benefit

from specific protections.

Processing of such data is generally prohibited, except for specific exceptions.

Certain of our businesses involve the manufacture and sale of EHR systems

and other products linked to

government supported incentive programs, where the EHR systems

must be certified as having certain capabilities

designated in evolving standards, such as those adopted by CMS and ONC.

In order to maintain certification of our

EHR products, we must satisfy the changing governmental standards.

If any of our EHR systems do not meet these

standards, yet have been relied upon by health care providers to receive

federal incentive payments, we may be

exposed to risk, such as under federal health care fraud and abuse

laws, including the False Claims Act.

While we

believe we are substantially in compliance with such certifications and with applicable

fraud and abuse laws and

regulations and that we have adequate compliance programs and controls

in place to ensure substantial compliance,

we cannot predict whether changes in applicable law, or interpretation of laws, or resulting changes in our, could

have a material adverse effect on our business.

Moreover, in order to satisfy our customers and comply with evolving legal requirements, our products

may need to

incorporate increasingly complex functionality, such as with respect to reporting and information blocking.

Although we believe we are positioned to accomplish this, the effort may involve

increased costs, and our failure to

implement product modifications, or otherwise satisfy applicable standards,

could have a material adverse effect on

our business.

Additionally, as electronic medical devices are increasingly connected to each other and to other technology, the

ability of these connected systems to safely and effectively exchange and use exchanged

information becomes

increasingly important.

As a medical device manufacturer, we must manage risks including those associated with

an electronic interface that is incorporated into a medical device.

Tax legislation could materially adversely affect our financial results and tax liabilities.

We are subject to the tax laws and regulations of the United States federal, state and local governments, as well as

foreign jurisdictions.

From time to time, various legislative initiatives may be proposed

that could materially

adversely affect our tax positions.

There can be no assurance that our effective tax rate will not be

materially

adversely affected by legislation resulting from these initiatives.

In addition, tax laws and regulations are extremely

complex and subject to varying interpretations.

Although we believe that our historical tax positions are sound and

consistent with applicable laws, regulations and existing precedent,

there can be no assurance that our tax positions

will not be challenged by relevant tax authorities or that we would be successful

in any such challenge.

We face inherent risk of exposure to product liability, intellectual property infringement and other claims in the

event that the use of the products we sell results in injury.

Our business involves a risk of product liability, intellectual property infringement and other claims in the ordinary

course of business, and from time to time we are named as a defendant

in cases as a result of our distribution of

products.

Additionally, we own interests in companies that manufacture certain dental products.

As a result, we

could be subject to the potential risk of product liability, intellectual property infringement or other claims relating

to the manufacture and distribution of products by those entities.

In addition, as our corporate brand business

continues to grow, purchasers of such products may increasingly seek recourse directly from us, rather than the

ultimate product manufacturer, for product-related claims.

Another potential risk we face in the distribution of our

products is liability resulting from counterfeit or tainted products infiltrating

the supply chain.

In addition, some of

the products that we transport and sell are considered hazardous materials.

The improper handling of such

materials or accidents involving the transportation of such materials could

subject us to liability or at least legal

action that could harm our reputation.

Customs policies or legislative import restrictions could hinder the Company’s ability to import goods necessary

to our operations on a timely basis and result in government enforcement

actions and/or sanctions.

Government-imposed import policies and legislation regulating the

import of goods and prohibiting the use of

forced labor or human trafficking could result in delays or the inability to import

goods in a timely manner that are

necessary to our operations, and such policies or legislation could also

result in financial penalties, other sanctions,

government enforcement actions and reputational harm.

While the Company has policies against and seeks to

avoid the import of goods that are manufactured in whole or in part by forced

labor or through human trafficking,

as a result of legislative and governmental policy initiatives, we may be subject

to increasing potential delays,

added costs, supply chain disruption and other restrictions.

GENERAL RISKS

Security risks generally associated with our information systems and our

technology products and services could

materially adversely affect our business, and our results of operations could be

materially adversely affected if

such products, services or systems (or third-party systems we rely on) are

interrupted, damaged by unforeseen

events, are subject to cyberattacks or fail for any extended period

of time.

We rely on information systems (IS) in our business to obtain, rapidly process, analyze, manage and store customer,

product, supplier and employee data to, among other things:

maintain and manage worldwide systems to facilitate the purchase and

distribution of thousands of

inventory items from numerous distribution centers;

receive, process and ship orders on a timely basis;

manage the accurate billing and collections for thousands of

customers;

process payments to suppliers; and

provide products and services that maintain certain of our customers’ electronic

medical or dental

records (including protected health information of their patients).

Information security risks have generally increased in recent years, and a cyberattack

that bypasses our IS security

systems (including third-party systems we rely on) causing an IS security breach

may lead to a material disruption

of our IS business systems (including third-party systems we rely on) and/or

the loss of business information, as

well as claims against us by affected parties and/or governmental agencies, and involve

fines and penalties, costs

for remediation, and substantial defense and settlement expenses.

In addition, we develop products and provide

services to our customers that are technology-based, and a cyberattack

that bypasses the IS security systems of our

products or services causing a security breach and/or perceived security

vulnerabilities in our products or services

could also cause significant loss of business and reputational harm, and actual

or perceived vulnerabilities may lead

to claims against us by our customers and/or governmental agencies.

In particular, certain of our practice

management products and services purchased by health care providers, such

as physicians and dentists, are used to

store and manage patient medical or dental records.

These customers are subject to laws and regulations which

require that they protect the privacy and security of those records, and our

products may be used as part of these

customers’ comprehensive data security programs, including in connection

with their efforts to comply with

applicable privacy and security laws.

Perceived or actual security vulnerabilities in our products or services,

or the

perceived or actual failure by us or our customers who use our products

to comply with applicable legal

requirements, may not only cause reputational harm and loss of business,

but may also lead to claims against us by

our customers and/or governmental agencies and involve damages, fines and

penalties, costs for remediation, and

substantial defense and settlement expenses.

In addition, a cyberattack on a third-party that we use to manage

a

portion of our information systems could result in the same effects.

Additionally, legislative or regulatory action

related to cybersecurity may increase our costs to develop or implement

new technology products and services.

From time to time, we have had to address immaterial security incidents

(“security incidents”).

There can be no

assurance that we will not experience material security incidents in the future. Security

incidents can be difficult to

detect and any delay in identifying them could increase their harm.

While we have implemented measures to

protect our IS systems, such measures may not prevent these events.

Any such security incidents could disrupt our

operations, harm our reputation or otherwise have a material adverse effect on our

business.

We have various

insurance policies, including cybersecurity insurance, covering risks and

in amounts that we consider adequate.

There can be no assurance that the insurance coverage we maintain is sufficient or

will be available in adequate

amounts or at a reasonable cost to cover costs and expenses related

to security incidents.

Furthermore, procedures and safeguards must continually evolve to meet new

IS challenges, and enhancing

protections, and conducting investigations and remediation, may impose additional

costs on us.

Finally, our business may be interrupted by shortfalls of IS systems providers engaged by our customers, such

as

Internet-based services upon which our customers depend to access certain of

our products.

Our global operations are subject to inherent risks that could materially adversely

affect our business.

Our global operations are subject to risks that could materially adversely affect our business.

The risks that our

global operations are subject to include, among other things:

difficulties and costs relating to staffing and managing foreign operations;

difficulties and delays inherent in sourcing products, establishing channels of distribution

and contract

manufacturing in foreign markets;

fluctuations in the value of foreign currencies (including, without limitation,

in connection with

Brexit);

uncertainties relating to the EU-UK Trade and Cooperation Agreement of December 2020, which

went

into effect in 2021, including for example potential implementation issues, potential

disputes over the

interpretation of the provisions of the Agreement and possible changes

to the Agreement restricting the

free movement of goods between the U.K. and the European Union;

longer payment cycles of foreign customers and difficulty of collecting receivables

in foreign

jurisdictions;

repatriation of cash from our foreign operations to the United States;

regulatory requirements, including,

without limitation, anti-bribery, anti-corruption and laws pertaining

to the accuracy of our internal books and records;

litigation risks, new or unanticipated litigation developments and

the status of litigation matters;

unexpected difficulties in importing or exporting our products and import/export

tariffs, quotas,

sanctions or penalties;

limitations on our ability under local laws to protect our intellectual property;

unexpected regulatory, legal, economic and political changes in foreign markets;

changes in tax regulations that influence purchases of capital equipment;

civil disturbances, geopolitical turmoil, including terrorism, war or political

or military coups;

risks associated with climate change, including physical risks such as

impacts from extreme weather

events and other potential physical consequences, regulatory and technological

requirements, market

developments, stakeholder expectations and reputational risk; and

public health emergencies, including COVID-19.

Our future success is substantially dependent upon our senior

management, and our revenues and profitability

depend on our relationships with capable sales personnel as well as

customers, suppliers and manufacturers of

the products that we distribute.

Our future success is substantially dependent upon the efforts and abilities of members

of our existing senior

management, particularly Stanley M. Bergman, Chairman and Chief Executive Officer.

The loss of the services of

Mr. Bergman could have a material adverse effect on our business. We have an employment agreement with Mr.

Bergman.

We do not currently have “key man” life insurance policies on any of our employees.

Competition for

senior management is intense, burnout and turn-over rates are increasing workplace

concerns during and after the

COVID-19 pandemic, and we may not be successful in attracting and

retaining key personnel.

Additionally, our

future revenues and profitability depend on our ability to maintain satisfactory

relationships with qualified sales

personnel as well as customers, suppliers and manufacturers.

If we fail to maintain our existing relationships with

such persons or fail to acquire relationships with such key persons in the

future, our business may be materially

adversely affected.

Disruptions in the financial markets may materially adversely affect the availability

and cost of credit to us.

Our ability to make scheduled payments or refinance our obligations with

respect to indebtedness will depend on

our operating and financial performance, which in turn is subject to prevailing

economic conditions and financial,

business and other factors beyond our control.

Disruptions in the financial markets may materially adversely affect

the availability and cost of credit to us.