Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used in this Agreement and not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement or, if not defined herein, in the APA. "Acquired Business" means the business and operations acquired by Purchaser from Seller pursuant to the APA, including all th

Section 2.1 — Earnout Consideration. Subject to the terms and conditions of this Agreement, including the Earnout Cap set forth in Section 2.2 and the allocation provisions set forth in Section 2.3, Purchaser shall pay to the Seller Shareholders the following contingent earnout consideration: (a) Tranche 1 Earnout. (i) If the Adjusted EBITDA of the Acquired Business for Earnout Period 1 (the twelve (12)-month period

Section 2.2 — Aggregate Earnout Cap. The aggregate amount of all Earnout Payments made pursuant to this Agreement shall not under any circumstances exceed the Earnout Cap of Forty-Five Million Dollars ($45,000,000), consisting of up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) in respect of the Tranche 1 Earnout and up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) in respect o

Section 2.3 — Allocation Among Seller Shareholders. Each Earnout Payment, if any, shall be allocated among the Seller Shareholders in proportion to their respective equity ownership percentages of Seller as of immediately prior to the Closing Date, as follows: Each Seller Shareholder's share of any Earnout Payment shall be determined by multiplying the total Earnout Payment by the applicable Seller Shareholder's perc

Section 2.4 — Payment Timing and Mechanics. (a) Each Earnout Payment, if any, shall be paid by Purchaser within fifteen (15) business days following the date on which the applicable Earnout Statement becomes final and binding on the Parties, whether by acceptance or deemed acceptance pursuant to Section 3.3, by mutual agreement of the Parties following resolution of a Notice of Objection pursuant to Section 3.4, or b

Section 2.5 — No Right of Setoff (with Exception). (a) Except as expressly provided in Section 2.5(b), Purchaser shall not offset, reduce, withhold, or otherwise set off any Earnout Payment against any indemnification claim, adjustment, obligation, or other amount that Purchaser or any of its affiliates may allege is owed by Seller, the Seller Representative, or any Seller Shareholder under the APA, this Agreement, o

ARTICLE III — EARNOUT CALCULATION AND REVIEW

Section 3.1 — Preparation of Earnout Statement. (a) Purchaser shall prepare and deliver to the Seller Representative a written Earnout Statement for each Earnout Period within ninety (90) days following the end of the applicable Earnout Period. Accordingly: (i) The Earnout Statement for Earnout Period 1 shall be delivered to the Seller Representative no later than September 28, 2025; and (ii) The Earnout Statement fo

Section 3.2 — Access to Books and Records. (a) During each Earnout Period and for a period of sixty (60) days following the delivery of the applicable Earnout Statement, Purchaser shall provide the Seller Representative and the Seller Representative's accounting advisors (which advisors shall be subject to customary confidentiality obligations as set forth in Section 8.2) with reasonable access, during normal busines

Section 3.3 — Review Period and Objections. (a) The Seller Representative shall have forty-five (45) days following receipt of an Earnout Statement (the "Review Period") to review the Earnout Statement and to provide written notice to Purchaser of any objection to any item set forth in the Earnout Statement (a "Notice of Objection"). (b) Each Notice of Objection shall set forth in reasonable detail: (i) each specific

Section 3.4 — Resolution of Objections. (a) If a timely Notice of Objection is delivered by the Seller Representative, Purchaser and the Seller Representative shall negotiate in good faith for a period of thirty (30) days following delivery of the Notice of Objection (the "Negotiation Period") to resolve the disputed items identified in the Notice of Objection. During the Negotiation Period, each Party shall make ava

ARTICLE IV — DISPUTE RESOLUTION

Section 4.1 — Submission to Independent Accounting Firm. (a) Any disputed items remaining after the expiration of the Negotiation Period described in Section 3.4 shall be submitted to the Independent Accounting Firm for final and binding determination. Within five (5) business days following the selection of the Independent Accounting Firm, Purchaser and the Seller Representative shall jointly execute an engagement l

Section 4.2 — Determination by Independent Accounting Firm. (a) The Independent Accounting Firm shall render its written determination within forty-five (45) days following the date on which both Parties' response briefs have been submitted (or, if no response briefs are submitted, within forty-five (45) days following the deadline for submission of response briefs). The determination of the Independent Accounting Fi

Section 4.3 — Costs of Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be allocated between the Parties as follows: (a) Such fees and expenses shall be borne entirely by the Party whose aggregate positions on all disputed items (as set forth in such Party's initial brief to the Independent Accounting Firm) are further from the Independent Accounting Firm's final determinati

Section 4.4 — Exclusive Remedy for Earnout Calculation Disputes. The dispute resolution procedures set forth in this Article IV shall constitute the sole and exclusive remedy of the Parties for any dispute, claim, or controversy relating to the calculation of Adjusted EBITDA, the preparation or contents of any Earnout Statement, or the amount of any Earnout Payment; provided, however, that nothing in this Section 4.4

ARTICLE V — CONDUCT OF THE ACQUIRED BUSINESS DURING THE EARNOUT PERIODS

Section 5.1 — Covenant to Operate in Good Faith. (a) Purchaser covenants and agrees that during each Earnout Period it shall operate the Acquired Business in good faith and in the ordinary course of business, consistent with past practice, and shall not take any action, or fail to take any action, with the primary purpose of reducing, avoiding, or delaying any Earnout Payment or frustrating the ability of the Seller

Section 5.2 — Permitted Actions. Nothing in this Agreement shall prevent Purchaser from taking any of the following actions during any Earnout Period: (a) operating the Acquired Business in accordance with Purchaser's reasonable business judgment, including making changes to pricing, reimbursement rates, staffing levels, service mix, clinical protocols, geographic footprint, facility configuration, marketing strategi

Section 5.3 — Prohibition on Certain Actions. Without the prior written consent of the Seller Representative (such consent not to be unreasonably withheld, conditioned, or delayed), during the Earnout Periods Purchaser shall not take any of the following actions: (a) Merger or Consolidation. Merge, consolidate, or combine the Acquired Business with any other business, division, or operating unit of Purchaser or its a

Section 5.4 — Reporting and Information Rights. (a) Purchaser shall provide to the Seller Representative, within thirty (30) days after the end of each fiscal quarter occurring during an Earnout Period, unaudited quarterly financial statements for the Acquired Business, consisting of: (i) an income statement for the Acquired Business for the fiscal quarter then ended and for the year-to-date period; and (ii) a balanc

ARTICLE VI — CHANGE OF CONTROL ACCELERATION

Section 6.1 — Change of Control of Purchaser or the Acquired Business. (a) If a Change of Control of Purchaser or the Acquired Business (as defined in Article I) occurs prior to the end of any Earnout Period for which the applicable Earnout Payment has not yet been finally determined and paid in accordance with Articles II through IV, then, upon the closing of such Change of Control, one hundred percent (100%) of the

Section 6.2 — Payment Mechanics on Change of Control. (a) Payment of any accelerated earnout amount pursuant to Section 6.1 shall be made simultaneously with, or within five (5) business days following, the closing of the Change of Control transaction, by wire transfer of immediately available funds to the accounts designated by the Seller Representative in accordance with the wire instructions set forth in Exhibit C

Section 6.3 — No Duplication. For the avoidance of doubt, the aggregate Earnout Payments made under this Agreement, whether paid in the ordinary course pursuant to Article II or accelerated pursuant to this Article VI, shall not under any circumstances exceed the Earnout Cap of Forty-Five Million Dollars ($45,000,000). No Seller Shareholder shall receive more than its pro rata share of the Earnout Cap as set forth in

Section 7.1 — Specific Performance. The Parties acknowledge and agree that a breach or threatened breach of the covenants contained in Article V (Conduct of the Acquired Business During the Earnout Periods) or Article VI (Change of Control Acceleration) would cause irreparable harm to the Seller Shareholders for which monetary damages alone would not be an adequate remedy. Accordingly, in the event of any such breach

Section 7.2 — Fraud and Willful Breach. Notwithstanding anything to the contrary in this Agreement, including the exclusive remedy provisions of Section 4.4, nothing in this Agreement shall limit, waive, or restrict any Party's rights, remedies, or claims (whether at law, in equity, or otherwise) in the event of actual fraud, intentional misrepresentation, or willful and material breach by any other Party of any repr

Section 7.3 — Relationship to APA Indemnification. (a) This Agreement is separate from, and in addition to, the indemnification provisions set forth in Article IX of the APA, including the indemnification cap of One Hundred Twenty-Four Million Dollars ($124,000,000) (representing twenty percent (20%) of the base purchase price), the indemnification basket (deductible threshold) of Three Million One Hundred Thousand D

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Notices. All notices, demands, requests, consents, approvals, 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 personally, (b) when sent by confirmed electronic mail (provided that a copy is also sent by nationally recognized overnight courier service), (c) one (1) business day after being s

Section 8.2 — Confidentiality. (a) The terms and conditions of this Agreement and all financial information, data, reports, statements, and other information provided by or on behalf of any Party hereunder (including Earnout Statements, quarterly reports, Notices of Objection, books and records of the Acquired Business, and all communications in connection with dispute resolution proceedings under Article IV) (collec

Section 8.3 — Seller Representative. (a) Dr. Randall J. Whitfield is hereby irrevocably appointed as the Seller Representative, with full power and authority to act on behalf of, and with binding effect upon, all Seller Shareholders with respect to all matters arising under or in connection with this Agreement, including, without limitation: (i) the review and analysis of Earnout Statements; (ii) the delivery of Noti

Section 8.4 — Assignment. (a) Neither Purchaser nor any Seller Shareholder may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties (which consent may be withheld in the sole and absolute discretion of the non-assigning Party); provided, however, that Purchaser may, without the consent of the Seller Representative or any S