Contract analysis

Section 1.1 Incorporation of APA Definitions. All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA, as if such definitions were set forth in their entirety in this Agreement. To the extent that a term is defined both in this Agreement and in the APA, the definition set forth in this Agreement shall control solely for purpose

Section 1.2 Specific Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Assumed Contracts" shall have the meaning set forth in Section 2.1 of this Agreement. (b) "Assumed Liabilities" shall have the meaning set forth in Section 2.2 of this Agreement. (c) "Excluded Liabilities" shall have the meaning set forth in Section 2.3 of this Agreement. (d) "Effective Time"

ARTICLE II — ASSIGNMENT AND ASSUMPTION

Section 2.1 — Assignment of Assumed Contracts Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee, effective as of the Effective Time, all of Assignor's right, title, and interest in, to, and under the contracts, agreements, leases, licenses, permits, commitments, purchase orders, work orders, and other instruments and arrangements listed on Exhibit A attached hereto and incorporated her

Section 2.2 — Assumption of Assumed Liabilities In consideration of the assignment of the Assumed Contracts and the other transactions contemplated by the APA, Assignee hereby unconditionally and irrevocably assumes and agrees to pay, perform, satisfy, and discharge when due, in accordance with their respective terms, effective as of the Effective Time, the following liabilities, obligations, and commitments of Assig

Section 2.3 — Excluded Liabilities Notwithstanding anything to the contrary contained in this Agreement or in any other document or instrument delivered in connection herewith, Assignee does not assume, and shall not be deemed to have assumed or otherwise become responsible for, any of the following liabilities, obligations, or commitments of Assignor (collectively, the "Excluded Liabilities"), all of which shall rem

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as of the date hereof as follows:

Section 3.1 Organization and Good Standing. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 5487231). Assignor has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Assignor is duly qualified or licensed to do

Section 3.2 Authorization and Enforceability. Assignor has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary corporate action on the part of Assignor, including the approval of the board of directors of Assignor and the requisite approval of the shar

Section 3.3 No Conflicts. The execution, delivery, and performance by Assignor of this Agreement, and the consummation by Assignor of the transactions contemplated hereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of the certificate of incorporation or bylaws of Assignor, each as currently in effect; (b) violate, conflict with, or result in a breach or default under (or g

Section 3.4 Valid Assignment. Assignor has good, valid, and marketable title to, or a valid and enforceable leasehold interest in, each of the Assumed Contracts, free and clear of all Encumbrances other than Permitted Encumbrances. Assignor has the legal right and authority to assign, transfer, convey, and deliver its right, title, and interest in, to, and under the Assumed Contracts to Assignee, subject to receipt o

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as of the date hereof as follows:

Section 4.1 Organization and Good Standing. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7129384). Assignee was incorporated on January 22, 2024, and was formed for the specific purpose of consummating the transactions contemplated by the APA and the related transaction documents. Assignee has all requisi

Section 4.2 Authorization and Enforceability. Assignee has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on the part of Assignee, including the approval of the board of directors and the sole shareholder of Assignee, in each case

Section 4.3 Capacity to Perform Assumed Liabilities. Assignee has, and will continue to have, the financial capacity, operational ability, and organizational resources sufficient to pay, perform, satisfy, and discharge the Assumed Liabilities as and when they become due and payable in accordance with their respective terms. Assignee has obtained or will obtain all financing, equity commitments, and other capital reso

ARTICLE V — FURTHER ASSURANCES

Section 5.1 Cooperation. Each Party agrees, from and after the date hereof, to execute and deliver such additional documents, instruments, conveyances, certificates, and assurances, and to take such further actions, as may be reasonably necessary or appropriate to effectuate, confirm, or evidence the assignments and assumptions contemplated by this Agreement, including without limitation: (a) the execution of individ

Section 5.2 Consents Not Yet Obtained. To the extent that any Assumed Contract is not assignable or transferable without the consent, approval, or waiver of any third party (including any landlord, licensor, governmental authority, or other counterparty), and such consent, approval, or waiver has not been obtained as of the Closing Date despite the commercially reasonable efforts of the Parties, this Agreement shall

ARTICLE VI — INDEMNIFICATION CROSS-REFERENCE

Section 6.1 APA Indemnification Governs. The indemnification obligations of the Parties with respect to the Assumed Liabilities, the Excluded Liabilities, and all other matters arising under, relating to, or in connection with this Agreement are governed exclusively by Article VIII of the APA (the "Indemnification Provisions"), the terms and conditions of which are incorporated herein by reference as if set forth in

Section 6.2 Escrow. Reference is hereby made to that certain Escrow Agreement, dated as of the date hereof (the "Escrow Agreement"), by and among Assignor, Assignee, and Commonwealth Trust & Escrow Company, a federally chartered trust company (the "Escrow Agent"), pursuant to which an aggregate amount of $62,000,000 (representing ten percent (10%) of the Base Purchase Price) has been deposited into an escrow account

Section 7.1 Governing Law. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties hereby irrevocably

Section 7.2 Entire Agreement; Relationship to APA. This Agreement is entered into pursuant to, and in furtherance of, the APA and is subject in all respects to the terms, conditions, representations, warranties, covenants, and agreements set forth therein. This Agreement, together with the APA, the Exhibits and Schedules hereto and thereto, and the other Transaction Documents (as defined in the APA), constitutes the

Section 7.3 Binding Effect; Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Assignee may assign its rights and obl

Section 7.4 Amendment and Waiver. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by both Assignor and Assignee (or their respective successors or permitted assigns). No waiver by any Party of any breach or default of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the waiving Party. No waiver of any breach or de

Section 7.5 Counterparts; Electronic Execution. 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 a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including DocuSign, Ashford Health IT, or s

Section 7.6 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 delivered in accordance with the notice provisions set forth in Section 9.2 of the APA. For purposes of such notice provisions, the relevant addresses of the Parties are as follows: If to Assignor: Cardinal Peak Industries, Inc. 8400 C

Section 7.7 Severability. If any provision of this Agreement, or the application of any provision to any person or circumstance, is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other per

Section 7.8 Third-Party Beneficiaries. Except as otherwise expressly provided in the APA (including with respect to the rights of Ardent Capital Partners III LP, a Delaware limited partnership, as the sole limited partner of the entity that is the sole shareholder of Assignee, to enforce certain provisions of the APA as a third-party beneficiary thereof), this Agreement is for the sole benefit of the Parties hereto a

I. Payor / Managed-Care Agreements The following twelve (12) major payor and managed-care agreements are assigned hereunder. Together, these agreements represent the substantial majority of the net revenue of the Acquired Business: Note: Medicare and Medicaid program participation (representing approximately 31% of combined net revenue) is addressed through regulatory enrollment and change-of-ownership filings with t

II. Real Property Leases The following thirty-seven (37) clinic location leases are assigned hereunder, subject in each case to the receipt of any required landlord consents as indicated. Consent has been obtained for all leases marked "Obtained." Leases marked "Pending" are subject to the provisions of Section 5.2 of the Agreement. Leases marked "N/A" do not require landlord consent under their terms. Tennessee (14

III. Vendor and Supplier Agreements All material vendor, supplier, and service agreements entered into in the ordinary course of business and used in connection with the Acquired Business, including but not limited to the following: Additional vendor and supplier agreements with individual annual spend below $100,000 are listed on Schedule 3.14(b) of the Disclosure Schedules and are incorporated herein by reference.

IV. Information Technology and Software License Agreements All information technology services agreements, software license agreements, and related technology contracts used in connection with the Acquired Business, including but not limited to: Note: The intellectual property rights in the PeakConnect care management platform (including all source code, patents, trademarks, copyrights, trade secrets, and related doc

V. Employment-Related Agreements All employment agreements, offer letters, consulting agreements, and related arrangements between Assignor and the Transferred Employees identified on Schedule 6.1 of the Disclosure Schedules to the APA, comprising approximately 2,100 individuals as follows: The complete list of Transferred Employees, together with copies of all material employment agreements and offer letters, is set

VI. Other Material Contracts All other contracts, agreements, and arrangements designated as Assumed Contracts under Article II of the APA and identified on Schedule 3.14 of the Disclosure Schedules, including but not limited to: • Joint venture and referral arrangements with hospital systems • Professional liability (malpractice) insurance policies and tail coverage arrangements • Accreditation and certification agr

1. Accrued PTO liability is calculated based on each Transferred Employee's current hourly rate or hourly equivalent of annual salary, multiplied by such employee's accrued but unused PTO hours as of the Closing Date.

2. The aggregate accrued PTO liability of $6,048,000 represents an average of approximately 72 hours of accrued PTO per Transferred Employee at an average blended rate of approximately $40.00 per hour.

3. This schedule does not include any PTO that was used, forfeited, or paid out by Assignor prior to the Closing Date.

4. Assignee shall honor all accrued PTO balances set forth herein in accordance with the APA and applicable state law, and Transferred Employees shall be permitted to use such accrued PTO in accordance with Assignee's PTO policies as adopted following the Closing.

5. Any disputes regarding the accuracy of this schedule shall be resolved in accordance with the working capital adjustment procedures set forth in Section 2.4 of the APA.

6. Detailed employee-level PTO accrual records supporting this summary schedule have been delivered to Assignee in the virtual data room (Document Request No. 6.1.14) and are available upon request. [End of Schedule 2.2(c)] [End of Assignment and Assumption Agreement] No. | Counterparty | Agreement Type | Effective Date | Expiration / Renewal | Approx. % of Net Revenue | Consent Required 1 | SummitCare Health Plans,