Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Acquired Business" means the business of operating outpatient rehabilitation and behavioral health clinics as conducted by CPI immediately prior to the Closing Date, including all thirty-seven (37) clinic locations across the States of Tennessee (fourteen (14) locations), Georgia (eight (8) location

Section 1.2 — Interpretation. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. Unless the context otherwise requires: (a) references to the singular shall include the plural and vice versa; (b) references to any gender shall include each other gender; (c) the words "include," "includes," and "including" shall be deemed to be

Section 2.1 — Non-Competition Covenant. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person or entity, and whether as an owner, partner, shareholder, member, director, officer, employee, agent, consultant, independent contractor, licensor, licensee, franchisee, joint venturer, investor, lender, or in any other capacity whatsoever: (a) enga

Section 2.2 — Permitted Activities. Notwithstanding the restrictions set forth in Section 2.1, the covenants contained in this Article II shall not prohibit Whitfield-Torres from: (a) performing her duties and responsibilities under the Employment Agreement with Purchaser, including any services reasonably requested by Purchaser in connection with the operation, management, or expansion of the Acquired Business; (b)

ARTICLE III — NON-SOLICITATION

Section 3.1 — Non-Solicitation of Employees. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary: (a) solicit, recruit, hire, engage, or otherwise induce or attempt to induce any Covered Employee to leave the employ of Purchaser or its Affiliates, or to accept employment, an engagement, or a consulting relat

Section 3.2 — Non-Solicitation of Patients and Referral Sources. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary: (a) solicit, divert, or attempt to solicit or divert any patient of the Acquired Business, or any person who was a patient of the Acquired Business at any time during the twelve (12)-month pe

Section 3.3 — Non-Solicitation of Payors and Business Relationships. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary, solicit, induce, or encourage any Covered Payor (including, without limitation, SummitCare Health Plans, Inc. or any other managed-care organization, government payor, workers' compensati

Section 4.1 — Non-Disclosure. During the Restricted Period and for a period of five (5) years following the expiration thereof (i.e., through and including June 30, 2032), Whitfield-Torres shall not, directly or indirectly, use, disclose, publish, disseminate, or otherwise make available any Confidential Information to any person or entity, except: (a) as reasonably required in the performance of her duties and respo

Section 4.2 — Return of Materials. Upon the termination of Whitfield-Torres's employment with Purchaser for any reason, or upon the expiration of the Restricted Period (whichever occurs later), or at any time upon the written request of the Purchaser, Whitfield-Torres shall promptly return to the Purchaser all documents, files, records, data, electronic media, notes, memoranda, correspondence, reports, analyses, pres

Section 4.3 — Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Whitfield-Torres is hereby notified that: (a) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly,

Section 5.1 — Mutual Non-Disparagement. Whitfield-Torres shall not, directly or indirectly, make, publish, or communicate any statement, remark, or comment, whether oral or written, that disparages, defames, or reflects negatively upon the Purchaser, its Affiliates, the Acquired Business, or any of their respective officers, directors, employees, agents, products, services, operations, or business practices. The Purc

ARTICLE VI — ENFORCEMENT AND REMEDIES

Section 6.1 — Acknowledgments. Whitfield-Torres acknowledges and agrees that: (a) The restrictive covenants contained in this Agreement, including, without limitation, the non-competition, non-solicitation, and confidentiality covenants, are reasonable in scope, duration, and geographic extent and are necessary to protect the legitimate business interests of the Purchaser, including the goodwill, customer and patient

Section 6.2 — Injunctive Relief. In recognition of the irreparable harm that would result from any breach or threatened breach of the restrictive covenants contained in this Agreement, the Purchaser shall be entitled to seek and obtain temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, and any other equitable relief available from any court of competent jurisdiction, w

Section 6.3 — Extension of Restricted Period (Tolling). If Whitfield-Torres breaches any of the covenants contained in Article II or Article III of this Agreement, the Restricted Period shall automatically be extended by a period of time equal to the duration of the breach, measured from the date such breach commenced through the date such breach is cured or permanently enjoined by a court of competent jurisdiction.

Section 6.4 — Judicial Modification (Blue Pencil). If any court of competent jurisdiction determines that any provision of this Agreement is unenforceable because it is overbroad or unreasonable in scope, duration, geographic extent, or otherwise, such court shall have the power and authority to reform, modify, or "blue pencil" such provision to the maximum extent enforceable under applicable law, and the Parties her

Section 6.5 — Cumulative Remedies. The rights and remedies of the Purchaser under this Agreement are cumulative and not exclusive of any other rights or remedies available to the Purchaser at law, in equity, or under any other agreement or instrument. The pursuit of any particular remedy by the Purchaser, including the pursuit of injunctive relief or specific performance, shall not preclude the Purchaser from simulta

Section 6.6 — Forfeiture of Earnout. Notwithstanding anything to the contrary contained in the Earnout Agreement or any other agreement between the Parties, in the event of a material breach by Whitfield-Torres of any restrictive covenant contained in this Agreement (including, without limitation, the non-competition, non-solicitation, and confidentiality covenants set forth in Articles II, III, and IV), the Purchase

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations of Whitfield-Torres. Whitfield-Torres hereby represents and warrants to the Purchaser as follows: (a) Capacity. She has full legal capacity to enter into and perform her obligations under this Agreement, and no further consent, approval, or authorization of any person or entity is required in connection with her execution, delivery, and performance of this Agreement. (b) No Conflict. The

Section 7.2 — Representations of Purchaser. The Purchaser hereby represents and warrants to Whitfield-Torres that it has full corporate power and authority to enter into and perform its obligations under this Agreement, and that this Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser, including any required approval of its Board of Directors. The execution, delivery, and

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Term. This Agreement shall become effective as of the Closing Date (June 30, 2024) and shall continue in full force and effect until the later of: (a) the expiration of the Restricted Period, as the same may be extended pursuant to Section 6.3 (June 30, 2027, absent any extension); or (b) the expiration of the confidentiality obligations set forth in Section 4.1 (i.e., five (5) years after the expiratio

Section 8.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee, without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Tennessee. Each Party acknowledges that the S

Section 8.3 — Jurisdiction and Venue. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Davidson County, Tennessee for the purposes of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law,

Section 8.4 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Employment Agreement, and the Earnout Agreement, and any exhibits, schedules, or annexes attached hereto or thereto, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, re

Section 8.5 — Amendment and Waiver. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective or binding upon any Party unless made in writing and signed by both the Purchaser and Whitfield-Torres. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any s

Section 8.6 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force and effect. Upon any determination that any pro

Section 8.7 — Assignment. The Purchaser may freely assign this Agreement, and all of its rights, interests, and obligations hereunder, in whole or in part, to any Affiliate of the Purchaser or to any successor in interest to the Purchaser or the Acquired Business (whether by merger, consolidation, sale of assets, reorganization, or otherwise), without the prior consent of Whitfield-Torres, and any such assignee shall

Section 8.8 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered by hand (with written confirmation of receipt); (b) when sent by certified or registered mail, return receipt requested, postage prepaid; or (c) when sent by a nationally recognized

Section 8.9 — Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.Brightwater Software.com), or other electronic tra

Section 8.10 — No Third-Party Beneficiaries. Except for the Affiliates of the Purchaser (including Ardent Capital Partners III LP and Ardent Capital Management LLC), who are intended third-party beneficiaries of this Agreement and shall be entitled to enforce the provisions hereof as if they were parties hereto, this Agreement is for the sole benefit of the Parties and their respective permitted successors and assign

Section 8.11 — Relationship to Other Agreements. The restrictive covenants contained in this Agreement are in addition to, and not in lieu of, any restrictive covenants, confidentiality obligations, or other similar restrictions contained in the Employment Agreement, the Purchase Agreement, or any other agreement between the Parties or to which Whitfield-Torres is a party. The Parties acknowledge and agree that the r

Section 8.12 — Attorneys' Fees. In any action, suit, or proceeding brought to enforce any provision of this Agreement or arising out of or relating to any breach or threatened breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including, without limitation, expert witness fees, court costs, and expenses of investigation and litigation) from

Section 8.13 — Survival. The obligations and covenants of Whitfield-Torres under Articles II (Non-Competition), III (Non-Solicitation), IV (Confidentiality), and V (Non-Disparagement) shall survive the termination of Whitfield-Torres's employment with the Purchaser for any reason, whether voluntary or involuntary, and whether with or without cause, and shall remain in full force and effect and fully enforceable for t