Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.

Section 1.1 — "Acquired Business" shall mean the business acquired by the Company from CPI pursuant to the Acquisition Agreement, including all assets, operations, facilities, contracts, intellectual property, permits, licenses, and goodwill conveyed to the Company thereunder, as further described in the Acquisition Agreement.

Section 1.2 — "Acquisition Agreement" shall mean that certain Asset Purchase Agreement dated as of April 2, 2024, by and between the Company and CPI, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

Section 1.3 — "Affiliate" shall mean, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policie

Section 1.4 — "Board" shall mean the Board of Directors of the Company, as constituted from time to time.

Section 1.5 — "Cause" shall have the meaning set forth in Section 5.1 of this Agreement.

Section 1.6 — "Change of Control" shall mean the occurrence of any of the following events: (a) the sale, transfer, or other disposition of all or substantially all of the assets of the Company to any Person or group of Persons (other than an Affiliate of the Company); (b) a merger, consolidation, recapitalization, or other similar transaction involving the Company, the result of which is that the holders of the equi

Section 1.7 — "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.

Section 1.8 — "Confidential Information" shall mean all non-public, proprietary, or confidential information and data relating to the Company, the Acquired Business, or their Affiliates, including but not limited to: (a) patient data, records, and information (subject to the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations ("HIPAA")); (b) proprietary clinical m

Section 1.9 — "Disability" shall mean Executive's inability to perform the essential functions of Executive's position, with or without reasonable accommodation, due to a physical or mental impairment, for a period of one hundred twenty (120) consecutive calendar days or for an aggregate of one hundred eighty (180) calendar days in any twelve (12)-month period, as determined by a licensed physician mutually agreed up

Section 1.10 — "Earnout Agreement" shall mean that certain Earnout Agreement dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CPI (including Executive), as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

Section 1.11 — "Good Reason" shall have the meaning set forth in Section 5.3 of this Agreement.

Section 1.12 — "Non-Compete Agreement" shall mean that certain Non-Competition and Non-Solicitation Agreement of even date herewith by and between Executive and the Company.

Section 1.13 — "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity or body.

Section 1.14 — "Term" shall mean the Employment Term as defined in Article II of this Agreement, including any renewal periods thereof.

Section 2.1 — Initial Term. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, for an initial term of three (3) years commencing on the Effective Date (June 30, 2024) and ending on June 30, 2027, unless earlier terminated in accordance with Article V of this Agreement (the "Initial Term").

Section 2.2 — Renewal. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. For the avoidance of doubt, a notice of non-ren

Section 2.3 — At-Will Nature During Renewal Terms. During any Renewal Term, Executive's employment shall continue to be subject to termination by either Party in accordance with the provisions of Article V of this Agreement. Nothing in this Section 2.3 shall be construed to alter the rights and obligations of either Party during the Initial Term, which shall be governed by the terms of this Agreement (including the t

ARTICLE III — POSITION, DUTIES, AND RESPONSIBILITIES

Section 3.1 — Title and Position. During the Term, Executive shall serve as the Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company. Executive shall have such authority, duties, and responsibilities as are customary for the chief executive officer of a company of similar size and scope, including, without limitation, those duties and responsibilities described in Sectio

Section 3.2 — Duties. Executive shall have overall responsibility for the management, operations, and strategic direction of the Acquired Business, including, without limitation: (a) setting and implementing the strategic direction and growth initiatives across all thirty-seven (37) clinic locations comprising the Acquired Business, including the identification and evaluation of new facility openings, tuck-in acquisi

Section 3.3 — Exclusivity / Best Efforts. During the Term, Executive shall devote substantially all of Executive's business time, attention, skill, and energy to the faithful performance of Executive's duties hereunder. Executive shall perform such duties diligently, competently, and in good faith, and shall use Executive's best efforts to promote the interests and welfare of the Company and the Acquired Business. No

Section 3.4 — Principal Place of Employment. Executive's principal place of employment shall be the Company's headquarters, currently located at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215. Executive acknowledges that the performance of Executive's duties will require reasonable travel to the Company's various clinic locations and to the offices of Ardent Capital Management LLC in New York, New

ARTICLE IV — COMPENSATION AND BENEFITS

Section 4.1 — Base Salary. During the Term, the Company shall pay Executive an initial annual base salary of Seven Hundred Fifty Thousand Dollars ($750,000) (as may be adjusted from time to time in accordance with this Section 4.1, the "Base Salary"), payable in substantially equal installments in accordance with the Company's normal payroll practices as in effect from time to time (but not less frequently than semi-

Section 4.2 — Annual Performance Bonus. (a) Target and Maximum Bonus. For each fiscal year of the Company during the Term, Executive shall be eligible to receive an annual performance bonus (the "Annual Performance Bonus" or "Bonus"). Executive's target Annual Performance Bonus shall be one hundred percent (100%) of Base Salary (i.e., Seven Hundred Fifty Thousand Dollars ($750,000) at the initial Base Salary level) (

Section 4.3 — Earnout Participation. (a) Acknowledgment of Earnout Rights. Executive acknowledges and the Company confirms that, as a former holder of approximately fifty-two percent (52%) of the outstanding shares of common stock of CPI, Executive is entitled to participate in the earnout payments payable under the Earnout Agreement dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CP

Section 4.4 — Equity Participation. During the Term, Executive shall be eligible to participate in any management equity incentive plan, co-investment program, or profits interest arrangement established by Ardent Capital Partners III LP, Ardent Capital Management LLC, or the Company for senior management of the Company or of other portfolio companies of the Fund, subject to the terms, conditions, and vesting schedul

Section 4.5 — Employee Benefits. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements maintained by the Company from time to time for the benefit of similarly situated senior executives, including, without limitation, group health insurance, dental insurance, vision insurance, group life insurance, short-term and long-term disability insurance, and any

Section 4.6 — Vacation / Paid Time Off. During the Term, Executive shall be entitled to four (4) weeks (twenty (20) business days) of paid vacation per calendar year, in addition to Company-observed holidays, to be taken at such times as are mutually convenient and consistent with Executive's duties and responsibilities. Vacation for any partial calendar year shall be pro-rated. Unused vacation days may be carried fo

Section 4.7 — Business Expenses. The Company shall reimburse Executive for all reasonable and documented business expenses incurred by Executive in connection with the performance of Executive's duties hereunder, including travel, meals, lodging, and professional development expenses, in accordance with the Company's expense reimbursement policies as in effect from time to time. Executive shall submit expense reports

Section 4.8 — Automobile Allowance. During the Term, the Company shall pay Executive a monthly automobile allowance of One Thousand Five Hundred Dollars ($1,500), payable in accordance with the Company's regular payroll practices. Such allowance shall be intended to cover Executive's costs associated with the use of a personal vehicle in connection with Executive's duties, including lease or purchase payments, insura

ARTICLE V — TERMINATION OF EMPLOYMENT

Section 5.1 — Termination by the Company for Cause. (a) Definition of Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following: (i) Executive's material breach of this Agreement or the Non-Compete Agreement that remains uncured for a period of thirty (30) days after written notice thereof from the Company specifying in reasonable detail the nature of such breach; (ii) Executive

Section 5.2 — Termination by the Company Without Cause. (a) Right to Terminate. The Company may terminate Executive's employment at any time without Cause upon not less than thirty (30) days' prior written notice to Executive (or, at the Company's election, payment of Base Salary in lieu of such notice period). (b) Severance Benefits. Subject to Executive's timely execution and non-revocation of the Release (as defin

Section 5.3 — Resignation by Executive for Good Reason. (a) Definition of Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Executive's prior written consent: (i) a material diminution in Executive's title, duties, responsibilities, or authority (including, without limitation, Executive's removal from the position of Chief Executive Officer), or a mat

Section 5.4 — Resignation Without Good Reason. (a) Right to Resign. Executive may resign from employment at any time without Good Reason upon not less than sixty (60) days' prior written notice to the Company. The Company may, in its sole discretion, waive all or any portion of such notice period and accelerate Executive's date of termination, in which case Executive shall be entitled to receive Base Salary through t

Section 5.5 — Death or Disability. (a) Termination. Executive's employment shall terminate automatically upon Executive's death and may be terminated by the Company upon Executive's Disability, in each case effective as of the date of death or, in the case of Disability, upon written notice from the Company to Executive (or Executive's legal representative). (b) Payments and Benefits. Upon a termination of Executive'

Section 5.6 — Termination in Connection with a Change of Control. (a) Enhanced Severance. If Executive's employment is terminated by the Company without Cause, or if Executive resigns for Good Reason, in either case within twelve (12) months following the consummation of a Change of Control (a "Change of Control Termination"), then, in lieu of the severance benefits described in Section 5.2(b) or Section 5.3(c), as a

Section 5.7 — Release Requirement. Payment of any severance, enhanced severance, or other benefits described in Section 5.2(b), Section 5.3(c), Section 5.5(b)(ii), Section 5.5(b)(iii), or Section 5.6(a) (other than the Accrued Obligations, which shall be paid without regard to the execution of a release) shall be conditioned upon Executive's (or Executive's estate's or legal representative's) timely execution and non

Section 5.8 — Section 280G / Parachute Payments. (a) Best Net After-Tax. If any payments or benefits provided or to be provided to Executive under this Agreement or any other plan, program, agreement, or arrangement of the Company or its Affiliates (collectively, the "Total Payments") would constitute "parachute payments" within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by

ARTICLE VI — RESTRICTIVE COVENANTS

Section 6.1 — Non-Competition and Non-Solicitation Agreement. Executive acknowledges and agrees that Executive has entered into the Non-Competition and Non-Solicitation Agreement of even date herewith with the Company, which contains, among other things, a three (3)-year non-competition covenant and a three (3)-year non-solicitation covenant, in each case measured from the date of termination of Executive's employmen

Section 6.2 — Confidentiality. (a) Non-Disclosure. Executive shall not, during the Term or at any time thereafter, directly or indirectly, disclose, publish, communicate, or use for Executive's own benefit or for the benefit of any third party any Confidential Information of the Company, the Acquired Business, or their Affiliates, except (i) as required in the good-faith performance of Executive's duties hereunder, (

Section 6.3 — Non-Disparagement. (a) Executive's Obligations. During the Term and at all times thereafter, Executive shall not, directly or indirectly, make any statement (whether oral, written, electronic, or otherwise) that disparages, criticizes, or defames the Company, Ardent Capital Partners III LP, Ardent Capital Management LLC, or any of their respective officers, directors, partners, members, employees, agent

Section 6.4 — Intellectual Property Assignment. (a) Assignment. Executive agrees that all work product, inventions, discoveries, developments, improvements, processes, formulas, designs, techniques, computer programs, trade secrets, and other intellectual property (collectively, "Work Product") that Executive conceives, creates, develops, or reduces to practice, alone or jointly with others, during the Term and in th

Section 6.5 — Return of Company Property. Upon the termination or expiration of Executive's employment for any reason, or at any time upon the Company's request, Executive shall promptly return to the Company all property of the Company and its Affiliates in Executive's possession or control, including, without limitation, all documents, files, records, correspondence, manuals, notebooks, data, programs, software, ke

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Executive's Representations and Warranties. Executive represents and warrants to the Company as follows: (a) Executive has the full legal right, power, and authority to enter into and perform this Agreement, and the execution, delivery, and performance of this Agreement by Executive does not and will not conflict with, result in a breach of, or constitute a default under any agreement, contract, or arra

Section 7.2 — Company's Representations and Warranties. The Company represents and warrants to Executive as follows: (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File No. 7129384), with its registered agent at National Registered Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Company is duly qualified to

ARTICLE VIII — INDEMNIFICATION AND INSURANCE

Section 8.1 — Indemnification. (a) Scope of Indemnification. The Company shall indemnify, defend, and hold Executive harmless to the fullest extent permitted by applicable law (including, without limitation, Section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision thereto) against all claims, liabilities, losses, damages, judgments, fines, penalties, amounts paid i