Contract analysis

1. Tangible Personal Property All furniture, fixtures, equipment, medical devices, information technology hardware, telecommunications equipment, leasehold improvements, and other tangible personal property owned by Seller and used in, held for use in, or arising out of the operation of the Business, wherever located, including all items at each of the thirty-seven (37) clinic locations operated by Seller across seve

2. Accounts Receivable All accounts receivable and notes receivable of Seller outstanding as of the Closing Date, whether billed or unbilled, arising from the operation of the Business, including all amounts owed to Seller by managed-care payors, Medicare, Medicaid, patients, and any other third-party payors, together with any security held by Seller for the payment thereof, and the full benefit of all rights related

3. Inventory All inventories of medical supplies, pharmaceutical supplies, therapeutic equipment supplies, orthotic and prosthetic supplies, and office supplies maintained by Seller at each of the thirty-seven (37) clinic locations and at any off-site storage facilities, in each case as of the Closing Date.

4. Contracts All of Seller's right, title, and interest in and to all Assumed Contracts, as listed and described in Schedule 2.4 hereto, including all managed-care and payor agreements, real property leases, vendor and service agreements, employment agreements (to the extent specified in Schedule 2.4), insurance policies (to the extent assignable), and IT and software license agreements.

5. Intellectual Property All intellectual property assets owned by or licensed to Seller and used in or held for use in the operation of the Business (other than the CPI Corporate Name, which is an Excluded Asset), as described in Schedule 3.12 hereto, including: (a) The PeakConnect patient-engagement software platform, including all source code, object code, documentation, databases, user interfaces, and related mat

6. Permits and Licenses All transferable governmental permits, licenses, certifications, approvals, registrations, and authorizations used in or related to the operation of the Business, as described in Schedule 3.16 hereto, including all state healthcare facility licenses, Medicare and Medicaid provider enrollments, and any other permits necessary for the operation of the thirty-seven (37) clinic locations, to the e

7. Books and Records (a) All patient records, charts, files, and medical records (subject to applicable provisions of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder ("HIPAA")), and to the extent their transfer is permitted by applicable law; (b) All financial records, general ledgers, journals, accounting records, and tax records (other than tho

8. Goodwill All goodwill of Seller associated with the Business, including the going-concern value, patient relationships, referral source relationships, payor relationships, and reputation of the Business.

9. Prepaid Expenses All prepaid expenses, deposits, advance payments, security deposits (including lease security deposits), prepaid insurance premiums (to the extent related to assigned policies), and other similar items paid by Seller in connection with the operation of the Business and existing as of the Closing Date.

10. Claims and Causes of Action All claims, rights, and causes of action of Seller relating to the Acquired Assets or the Business arising after the Closing Date, including all rights of indemnity, warranty rights, rights of contribution, rights to refunds, and rights of set-off, together with any and all related documents and materials.

11. Insurance Proceeds All rights to insurance proceeds relating to the Acquired Assets or Assumed Liabilities, including any proceeds receivable with respect to damage to or loss of any Acquired Asset occurring prior to the Closing Date and any insurance proceeds relating to Assumed Liabilities.

12. Telephone Numbers, Websites, Domain Names, and Social Media Accounts All telephone numbers, facsimile numbers, email addresses, uniform resource locators (URLs), internet domain names, social media accounts (including accounts on Westmark Health IT, Kestrel Services Inc., Northpoint Services Inc., X (formerly Fenmore Solutions), and Crowne Albany Partners LLC), and any other electronic or digital identifiers used

1. Cash and Cash Equivalents All cash on hand, bank deposits, certificates of deposit, money market accounts, commercial paper, treasury bills, and other cash equivalents of CPI, wherever deposited or held, as of the Closing Date, including all cash and cash equivalents held in the bank accounts listed on Schedule 3.21 hereto.

2. Tax Refunds All refunds, credits, rebates, or similar benefits of Taxes (including interest thereon) attributable to Pre-Closing Tax Periods or to the pre-closing portion of any Straddle Period, as determined in accordance with Section 9.3 of the Agreement, whether such refunds, credits, rebates, or benefits are received as a payment, credited against future Tax obligations, or otherwise realized.

3. Personal Property of Dr. Randall J. Whitfield The following specifically identified personal effects of Dr. Randall J. Whitfield located at CPI's Nashville headquarters at 8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215: (a) Personal artwork, including three framed original paintings and two limited-edition prints displayed in the CEO's office suite; (b) Personal memorabilia, including framed diplomas,

4. CPI Corporate Name The name "Cardinal Peak Industries" and all related trade names, trade dress, logos, and corporate identifiers incorporating the words "Cardinal Peak Industries" (including the registered trademark CARDINAL PEAK INDUSTRIES (design + word), U.S. Registration No. 5,891,203), are Excluded Assets and shall be retained by Seller. Notwithstanding the foregoing, Purchaser shall have a limited, non-excl

5. Equity Interests in Cardinal Peak Labs, Inc. All equity interests in Cardinal Peak Labs, Inc., a Delaware corporation (DE File No. 6021847), and a wholly owned subsidiary of CPI. Cardinal Peak Labs, Inc. is a dormant entity formed in 2015 for research and development purposes that were never pursued. As of the date hereof, Cardinal Peak Labs, Inc. has no employees, no active operations, and no assets or liabilitie

6. Seller's Rights Under the Agreement CPI's rights under the Agreement and the other Transaction Documents, including CPI's right to receive the Purchase Price, the Earnout Payments (if any), the Closing Date Net Working Capital adjustment (if applicable), and any other payments to which CPI may become entitled under the Agreement or the Transaction Documents.

7. Employee Benefit Plan Assets All assets held in trust or otherwise set aside or maintained in connection with CPI's 401(k) retirement plan, group health insurance plans, and all other employee benefit plans, programs, arrangements, and policies maintained by CPI, including all assets of the Cardinal Peak Industries, Inc. 401(k) Savings Plan (Plan ID No. 001, EIN 82-3947561).

8. Minute Books and Organizational Records CPI's certificate of incorporation, bylaws, minute books, stock transfer ledgers, corporate seal, and all other organizational records of CPI, including all resolutions of the board of directors and shareholders, stock certificates, and corporate governance documents. For the avoidance of doubt, Seller shall retain copies of all such organizational records. Schedule 1.2(a) —

1. Trade Payables All accounts payable, accrued trade payables, and other trade obligations of Seller arising in the ordinary course of business within ninety (90) days prior to the Closing Date and remaining outstanding as of the Closing Date, including amounts owed to medical supply vendors, service providers, landlords (for current-period rent), and other trade creditors. The aggregate amount of trade payables and

2. Assumed Contract Obligations All obligations and liabilities of Seller arising under the Assumed Contracts listed on Schedule 2.4 hereto, to the extent such obligations relate to performance due after the Closing Date and do not arise from any breach, default, or violation by Seller occurring prior to the Closing Date. For the avoidance of doubt, Purchaser shall not assume any liability for any breach or default b

3. Accrued Employee Paid Time Off (PTO) All accrued but unused paid time off for Transferred Employees as of the Closing Date, as determined in accordance with CPI's paid time off policies in effect as of the Closing Date. As of March 31, 2024, the aggregate estimated accrued PTO liability for all CPI employees (including both Transferred Employees and non-Transferred Employees) is approximately $3,800,000. The final

4. Patient-Related Liabilities All liabilities arising from patient care provided after the Closing Date, including professional malpractice claims and patient complaints arising from treatment rendered at any of the thirty-seven (37) clinic locations on or after the Closing Date. For the avoidance of doubt, Purchaser shall not assume any liability for malpractice claims or patient complaints arising from treatment r

1. Pre-Closing Litigation — *Dawson v. Cardinal Peak Industries, Inc.* All liabilities arising from or related to Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847, pending in the United States District Court for the Middle District of Tennessee (Nashville Division). This action is a putative class action alleging wage-and-hour violations under the Fair Labor Standards Act of 1938, as amended ("FLSA"),

2. Pre-Closing Tax Liabilities All Taxes of CPI or any of its affiliates (including Cardinal Peak Labs, Inc.) for any Pre-Closing Tax Period, including all federal income taxes, state and local income taxes, franchise taxes, employment and payroll taxes, sales and use taxes, property taxes (for periods prior to the Closing Date), and any penalties, interest, additions to tax, or additional amounts imposed with respec

4. Existing Indebtedness — Velthorn Merchant Bank, N.A. All obligations of CPI under that certain Credit Agreement, dated as of March 15, 2018, as amended by the First Amendment dated October 1, 2019, the Second Amendment dated April 15, 2021, and the Third Amendment dated January 10, 2023, by and among CPI, as borrower, and Velthorn Merchant Bank, N.A., as administrative agent and lender (the "Velthorn Credit Agreem

5. Environmental Liabilities (Pre-Closing) Any and all environmental liabilities, obligations, claims, remediation costs, cleanup costs, investigation costs, and related expenses arising from or related to environmental conditions existing at any of the thirty-seven (37) leased clinic locations or any other property formerly owned, operated, leased, or used by CPI, in each case, to the extent such conditions existed

6. Pre-Closing Employee Claims All liabilities for employment claims, labor claims, workers' compensation claims, discrimination claims, harassment claims, wrongful termination claims, wage-and-hour claims (including the Dawson litigation referenced above), and any other claims of employees or former employees of CPI arising from acts, omissions, events, or conditions occurring prior to the Closing Date, other than t

7. Intercompany Payables All intercompany balances, payables, receivables, advances, and other intercompany obligations between CPI and Cardinal Peak Labs, Inc., which shall be settled, forgiven, or otherwise eliminated by Seller prior to or concurrently with the Closing. Schedule 2.4 — Material Contracts / Assumed Contracts Set forth below is a list of all material contracts of Cardinal Peak Industries, Inc. to be a

1. Landlord Consents Twenty-nine (29) of the thirty-seven (37) real property leases for CPI's clinic locations require the prior written consent of the applicable landlord in connection with the assignment of such leases to Purchaser or contain provisions treating the asset purchase as a change of control requiring landlord consent. The eight (8) remaining leases either do not contain assignment or change-of-control

2. Managed-Care Payor Consents and Notices Seven (7) of the twelve (12) major managed-care payor agreements require consent or notice in connection with the assignment of such agreements to Purchaser. A complete list of the payors requiring consent or notice and the status of each is set forth on Schedule 2.4 hereto. Particular attention is directed to the SummitCare Health Plans, Inc. agreement, which requires prior

3. State Healthcare Change-of-Ownership Filings (a) Filed: Change-of-ownership filings were submitted on March 4, 2024, with the appropriate state healthcare regulatory authorities in the following states: • Tennessee Department of Health • Georgia Department of Community Health • North Carolina Department of Health and Human Services (b) Pending or To Be Filed: Change-of-ownership filings in the following states are

4. Medicare / Medicaid Change of Ownership Enrollment CPI and Purchaser are required to submit CMS-855A change-of-information applications to the Centers for Medicare & Medicaid Services ("CMS") to effect the transfer of CPI's Medicare provider enrollment to Purchaser. In addition, state Medicaid change-of-ownership applications must be submitted in each of the seven (7) states in which CPI is enrolled as a Medicaid

5. Velthorn Merchant Bank, N.A. Under the terms of the Velthorn Credit Agreement, the consent of Velthorn Merchant Bank, N.A. is required in connection with the sale of substantially all of CPI's assets. This consent requirement will be rendered moot by the repayment in full of all outstanding obligations under the Velthorn Credit Agreement at Closing pursuant to the Payoff Letter dated June 26, 2024.

6. Hart-Scott-Rodino Act No filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required in connection with the transactions contemplated by the Agreement. This determination has been confirmed by antitrust counsel at Calderwood & Harkness LLP based on an analysis of the applicable size-of-person and size-of-transaction thresholds, including the exemption for asset pu

7. Shareholder Approval All shareholders of CPI have executed shareholder consents approving the Agreement and the transactions contemplated thereby, as described in Schedule 3.3 above. No additional shareholder vote or approval is required. Schedule 3.6 — Financial Statements Set forth below is a description of the financial statements of Cardinal Peak Industries, Inc. delivered to Purchaser in connection with the A

1. Audited Financial Statements CPI has delivered to Purchaser complete copies of the following audited financial statements, each consisting of a balance sheet, statement of income, statement of changes in stockholders' equity, statement of cash flows, and accompanying notes (collectively, the "Audited Financial Statements"): (a) Audited Financial Statements for the fiscal year ended December 31, 2021; (b) Audited F

2. Unaudited Interim Financial Statements CPI has delivered to Purchaser complete copies of the unaudited balance sheet and statement of income of CPI for the three-month period ended March 31, 2024 (collectively, the "Interim Financial Statements"). The Interim Financial Statements were prepared by CPI's internal accounting department and have been reviewed (but not audited) by Linden Hayes & Co., P.C. The Interim F

3. Key Financial Metrics LTM Revenue (fiscal year ended December 31, 2023): $412,000,000. LTM Adjusted EBITDA (fiscal year ended December 31, 2023): $74,160,000, representing an Adjusted EBITDA margin of 18.0%.

4. Exceptions to GAAP Compliance None. The Seller has not identified any exceptions to GAAP compliance in the preparation of the Audited Financial Statements or the Interim Financial Statements. Schedule 3.7 — Undisclosed Liabilities Except as set forth below, CPI has no liabilities, obligations, or commitments of a type that would be required to be disclosed on a balance sheet prepared in accordance with GAAP that a

1. Accrued PTO Liability: CPI has an aggregate accrued but unused paid time off liability for all employees estimated at approximately $3,800,000 as of March 31, 2024. This liability is reflected in the Interim Financial Statements and is an Assumed Liability to the extent attributable to Transferred Employees (see Schedule 1.2(a)).

2. Dawson Litigation Contingent Liability: CPI has a contingent liability arising from the pending Dawson v. Cardinal Peak Industries, Inc. litigation, with estimated exposure in the range of $2,800,000 to $5,100,000, as described in greater detail on Schedule 3.14. This contingent liability has been disclosed in the notes to the Audited Financial Statements for the fiscal year ended December 31, 2023, and in the Int

3. No other undisclosed liabilities have been identified by Seller as of the date hereof. Schedule 3.8 — Absence of Certain Changes Except as set forth below, since December 31, 2023 (the date of the most recent Audited Financial Statements), CPI has conducted the Business in the ordinary course of business consistent with past practice, and there has not occurred any Material Adverse Effect or any event, occurrence,

1. No Material Adverse Effect: Seller represents that no Material Adverse Effect has occurred since December 31, 2023, and no event has occurred that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

2. Ordinary Course Operations: CPI has continued to operate all thirty-seven (37) clinic locations in the ordinary course of business. No clinics have been opened or closed since December 31, 2023.

3. Key Employee Departures: No executive officers or members of senior management have resigned, been terminated, or otherwise departed since December 31, 2023. All key employees identified in Schedule 3.13 remain employed by CPI as of the date hereof.

4. Capital Expenditures: CPI has made capital expenditures in the ordinary course of business since December 31, 2023, totaling approximately $4,200,000, consisting primarily of medical equipment purchases, leasehold improvement projects at three Tennessee clinic locations, and IT infrastructure upgrades. All such capital expenditures were within the scope of CPI's approved capital budget for fiscal year 2024.

5. No Material Changes to Payor Agreements: No managed-care payor agreements have been terminated, materially modified, or subject to material rate reductions since December 31, 2023. The SummitCare Health Plans, Inc. agreement was not amended during this period.

6. No Material Regulatory Events: CPI has not received any material citations, sanctions, notices of violations, or enforcement actions from any healthcare regulatory authority since December 31, 2023. Schedule 3.9 — Taxes

1. Employer Identification Number CPI's Federal Employer Identification Number (EIN) is 82-3947561.

2. Tax Return Filing Jurisdictions CPI files (or is required to file) income, franchise, sales and use, employment, and/or other tax returns in the following jurisdictions:

3. Open Tax Years and Audits (a) Federal: CPI's federal income tax returns for tax years 2021 through 2023 remain open for examination under the applicable statute of limitations. Tax years 2020 and prior are closed. CPI has not received any notice of examination, audit, assessment, or proposed assessment from the Internal Revenue Service with respect to any open tax year. No federal tax audits are currently pending

4. Tax Liens There are no outstanding tax liens on any of CPI's assets, and no such liens have been threatened or asserted by any taxing authority.

5. Tax Sharing and Tax Indemnity Agreements CPI is not party to any tax sharing agreement, tax indemnity agreement, tax allocation agreement, or similar arrangement, other than customary tax provisions contained in the Securities Purchase Agreement dated October 15, 2018, between CPI and Ridgeline Growth Equity Fund II LP, which are not expected to have any material effect following the Closing.

6. Treatment Under the Agreement All Tax liabilities of CPI for Pre-Closing Tax Periods are Excluded Liabilities and shall be retained by Seller, as set forth in Schedule 1.2(b) and Article IX of the Agreement. Schedule 3.10 — Real Property CPI owns no real property. All thirty-seven (37) clinic locations operate under triple-net leases (or modified triple-net leases) with third-party landlords. CPI is not a party to

1. Medical and Therapeutic Equipment Each clinic location is equipped with physical therapy, occupational therapy, and/or speech-language pathology equipment appropriate to the services provided at such location. Equipment includes, but is not limited to: treatment tables, therapeutic exercise equipment (including treadmills, stationary bicycles, upper body ergometers, and resistance training equipment), ultrasound t

2. Office Furniture and Fixtures Office furniture and fixtures at each location include reception desks, waiting room seating, office desks and chairs, filing cabinets, conference room furniture, and break room furnishings.

3. IT Hardware IT hardware at each location includes desktop computers, laptop computers, monitors, printers, scanners, network routers and switches, wireless access points, telephony equipment (including VoIP systems), and point-of-sale terminals. CPI also maintains centralized IT infrastructure at its Nashville headquarters, including servers, network equipment, and data storage systems.

4. Leasehold Improvements Leasehold improvements at each clinic location include interior build-outs, treatment room construction, reception area modifications, HVAC upgrades, lighting installations, flooring, signage, and ADA-compliant accessibility modifications. Leasehold improvements are specific to each location and are described in the lease files maintained in the Data Room.