Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired Business" means the business of operating outpatient rehabilitation and behavioral health clinics, including, without limitation, physical therapy services, occupational therapy services, speech-language pathology services, and outpatient behavioral health counseling services, together with a

Section 1.2 — Capitalized Terms. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement. In the event of any conflict between a definition set forth in this Agreement and the corresponding definition set forth in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.

Section 2.1 — Non-Competition Covenant. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether as an owner, partner, member, shareholder, officer, director, employee, consultant, agent, independent contractor, principal, trustee, licensor, licensee, franchisor, franchisee, representative, or in any other capacity whatsoever: (a) engage in

Section 2.2 — Scope of Restriction. Dr. Whitfield acknowledges and agrees that the scope of the non-competition covenant set forth in Section 2.1 is reasonable and appropriate in all respects, including with respect to geographic scope, duration, and the activities restricted, for the following reasons: (a) Geographic Scope. The Restricted Territory encompasses the seven (7) states in which the Acquired Business oper

Section 2.3 — Permitted Activities. Notwithstanding the provisions of Section 2.1, nothing in this Agreement shall prohibit Dr. Whitfield from engaging in the following activities during the Restricted Period: (a) Permitted Passive Investments. Owning a Permitted Passive Investment (i.e., not more than two percent (2%) of the outstanding equity securities of any class of a publicly traded corporation or other entity)

ARTICLE III — NON-SOLICITATION OF EMPLOYEES

Section 3.1 — Employee Non-Solicitation. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether for his own account or for the account of any other Person: (a) solicit, recruit, hire, employ, engage, or attempt to solicit, recruit, hire, employ, or engage any person who is then employed by the Company or any of its Affiliates (whether on

Section 3.2 — Exceptions. Notwithstanding the provisions of Section 3.1, the following activities shall not constitute a violation of this Article III: (a) General Solicitations. The placement of general solicitations of employment that are not specifically targeted at or directed to employees of the Company or its Affiliates, including advertisements in newspapers, trade publications, professional journals, or on in

ARTICLE IV — NON-SOLICITATION OF PATIENTS AND BUSINESS RELATIONSHIPS

Section 4.1 — Patient and Referral Source Non-Solicitation. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether for his own account or for the account of any other Person: (a) solicit, contact, divert, take away, or attempt to solicit, contact, divert, or take away any patient, client, or referral source of the Business who was a patie

Section 4.2 — Payor Non-Solicitation and Non-Interference. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether for his own account or for the account of any other Person: (a) interfere with, solicit, divert, or attempt to interfere with, solicit, or divert any Key Payor relationship of the Company or any of its Affiliates, including an

Section 5.1 — Confidential Information. Dr. Whitfield acknowledges that during his tenure as Founder, Chairman, and Chief Executive Officer of CPI, and during his employment with the Company under the Employment Agreement, he has had and will continue to have access to, and knowledge of, Confidential Information, including Trade Secrets. Dr. Whitfield agrees that, at all times during and after the Restricted Period,

Section 5.2 — Return of Materials. Upon the expiration of the Restricted Period or the termination of Dr. Whitfield's employment with the Company (whichever occurs later), Dr. Whitfield shall promptly (and in any event within ten (10) business days): (a) return to the Company all documents, files, records, correspondence, memoranda, notes, reports, data, databases, software, equipment, devices, keys, access cards, an

Section 5.3 — Exceptions. The obligations set forth in this Article V shall not apply to information that: (a) is or becomes generally available to the public other than as a result of a disclosure by Dr. Whitfield or any Person to whom Dr. Whitfield disclosed such information in violation of this Agreement; (b) was known to Dr. Whitfield on a non-confidential basis prior to his involvement with CPI, as evidenced by

Section 5.4 — Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Dr. Whitfield 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 (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or

ARTICLE VI — INTELLECTUAL PROPERTY

Section 6.1 — Acknowledgment. Dr. Whitfield acknowledges and agrees that, pursuant to the intellectual Property Assignment Agreement dated June 30, 2024, by and between CPI and the Company (the "IP Assignment Agreement"), all intellectual property of CPI and its subsidiaries has been assigned, conveyed, and transferred to the Company, including, without limitation: (a) the PeakConnect patient-engagement software plat

Section 6.2 — Cooperation. Dr. Whitfield agrees to cooperate fully and in good faith with the Company, at the Company's reasonable request and expense, in connection with the protection, maintenance, and enforcement of any intellectual property rights assigned to the Company under the IP Assignment Agreement, including, without limitation: (a) executing such additional assignments, declarations, affidavits, powers of

ARTICLE VII — REASONABLENESS OF RESTRICTIONS; ACKNOWLEDGMENTS

Section 7.1 — Reasonableness. Dr. Whitfield acknowledges, represents, and agrees that: (a) The restrictive covenants set forth in Articles II, III, IV, V, and VI of this Agreement are reasonable in scope, duration, and geographic extent and are necessary to protect the legitimate business interests of the Company and its Affiliates, including, without limitation, (i) the goodwill and going concern value of the Acquir

Section 7.2 — Independent Covenants. The covenants and obligations of Dr. Whitfield set forth in this Agreement are independent of, and shall not be affected by, any other agreement between Dr. Whitfield and the Company or its Affiliates. Without limiting the generality of the foregoing, the covenants herein shall not be affected by any breach or alleged breach by the Company of the Employment Agreement, the Purchase

Section 8.1 — Irreparable Harm; Injunctive Relief. Dr. Whitfield acknowledges and agrees that a breach or threatened breach of any of the covenants set forth in Articles II, III, IV, V, or VI of this Agreement would cause the Company irreparable harm and injury for which monetary damages alone would be an inadequate remedy. Accordingly, the Company shall be entitled to seek and obtain, from any court of competent jur

Section 8.2 — Extension of Restricted Period. In the event that Dr. Whitfield breaches any of the covenants set forth in Articles II, III, or IV of this Agreement, the Restricted Period applicable to the breached covenant shall be automatically extended by a period of time equal to the duration of such breach (the "Tolling Period"), such that the Restricted Period shall not expire until the passage of the full unexpi

Section 8.3 — Judicial Modification (Blue Pencil). If any court of competent jurisdiction shall determine that any covenant set forth in this Agreement is unreasonable or unenforceable as to its scope, duration, geographic extent, or any other aspect, the Parties intend and hereby request that such court shall have the power to modify, reform, or "blue pencil" such covenant to the minimum extent necessary to render i

Section 8.4 — Attorneys' Fees. In the event of any action, suit, or proceeding brought by either Party to enforce, interpret, or obtain a declaration of rights under this Agreement, or arising out of or relating to a breach or threatened breach of this Agreement, the prevailing party in such action, suit, or proceeding shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, a

Section 8.5 — Cumulative Remedies. All rights and remedies of the Company under this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the Company, whether at law, in equity, by statute, or otherwise. The exercise of one remedy by the Company shall not preclude the exercise of any other remedy available to the Company, and no single exercise of a remedy shall be deeme

ARTICLE IX — REPRESENTATIONS AND WARRANTIES OF DR. WHITFIELD Dr. Whitfield hereby represents and warrants to the Company as follows:

Section 9.1 — Legal Capacity. Dr. Whitfield has the full legal capacity, right, power, and authority to execute, deliver, and perform this Agreement. This Agreement constitutes the legal, valid, and binding obligation of Dr. Whitfield, enforceable against him in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting credit

Section 9.2 — No Conflicts. The execution, delivery, and performance of this Agreement by Dr. Whitfield does not and will not (a) conflict with or result in a violation or breach of any agreement, contract, commitment, understanding, arrangement, or obligation (whether written or oral) to which Dr. Whitfield is a party or by which he is bound, (b) result in a violation of any law, statute, rule, regulation, order, ju

Section 9.3 — Independent Legal Counsel. Dr. Whitfield acknowledges that he has had the opportunity to consult with independent legal counsel of his own choosing, specifically the law firm of Barrow, Kensington & Pratt LLP, Nashville, Tennessee, regarding the terms, conditions, and consequences of this Agreement, including the restrictive covenants set forth herein. Dr. Whitfield further acknowledges that he has read

Section 9.4 — No Existing Restrictions. Dr. Whitfield represents and warrants that he is not a party to, and is not bound by, any existing non-competition agreement, non-solicitation agreement, confidentiality agreement (other than in connection with CPI), restrictive covenant, or similar agreement with any Person that would conflict with, limit, or impair his ability to fully perform his obligations under this Agree

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Tennessee, without giving effect to any choice or conflict of law 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.

Section 10.2 — Jurisdiction and Venue. Each Party hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Tennessee located in Davidson County, Tennessee, and the United States District Court for the Middle District of Tennessee (Nashville Division), for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement. Each Party hereby irrevo

Section 10.3 — Assignment. This Agreement and the rights and obligations hereunder may not be assigned, delegated, or transferred by Dr. Whitfield without the prior written consent of the Company, and any purported assignment, delegation, or transfer by Dr. Whitfield in violation of this Section 10.3 shall be null and void. The Company may, without the consent of Dr. Whitfield, assign this Agreement and any or all of

Section 10.4 — Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. Dr. Whitfield's obligations under this Agreement are personal in nature and shall be binding upon Dr. Whitfield's estate in the event of Dr. Whitfield's death or incapacity.

Section 10.5 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Employment Agreement, the Earnout Agreement, the IP Assignment Agreement, and the other agreements, instruments, and documents contemplated thereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, understanding

Section 10.6 — Amendments. No provision of this Agreement may be amended, modified, supplemented, or waived except by a written instrument executed by both Parties hereto. No oral statement, course of dealing, or course of performance shall be deemed to amend or modify this Agreement.

Section 10.7 — Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to other Persons or circumstances, and the remaining provisions of th

Section 10.8 — Waiver. No waiver by any Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any preceding or subsequent breach or default of the same or any other provision of this Agreement. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof pre

Section 10.9 — Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recogniz

Section 10.10 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email (including .pdf or any electronic signature format complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act,

Section 10.11 — Section Headings. The headings of the Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Agreement.

Section 10.12 — Relationship to Purchase Agreement. This Agreement is being executed and delivered by Dr. Whitfield pursuant to Section 7.12 of the Purchase Agreement, and the execution and delivery of this Agreement is a condition to the obligations of the Purchaser to consummate the Closing under the Purchase Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the p

Section 10.13 — No Strict Construction. This Agreement has been negotiated by the Parties hereto and their respective counsel, and this Agreement shall not be construed strictly for or against any Party, regardless of which Party may have drafted any particular provision hereof. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored