Contract analysis

ARTICLE I — DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the APA. "Assigned intellectual Property" means all of Assignor's right, title, and interest in and to any and all intellectual property, intellectual property rights, and related assets of every

ARTICLE II — ASSIGNMENT OF INTELLECTUAL PROPERTY

Section 2.1 — Assignment. Assignor hereby irrevocably and unconditionally assigns, transfers, conveys, sets over, and delivers to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in, to, and under the Assigned intellectual Property, together with all goodwill associated therewith and appurtenant thereto, free and clear of all liens, mortgages, pledges, security interes

Section 2.2 — PeakConnect Platform. Without limiting the generality of Section 2.1, Assignor hereby specifically and irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in, to, and under the PeakConnect Platform, including, without limitation: (a) all source code, object code, executable code, software libraries, modules, components, subroutines, and related

Section 2.3 — Effective Date. The assignment, transfer, conveyance, and delivery of the Assigned intellectual Property effected by this Article II shall be effective as of the Closing Date, June 30, 2024, simultaneously with the consummation of the Closing under the APA.

Section 2.4 — Consideration. The assignment, transfer, conveyance, and delivery of the Assigned intellectual Property effected by this Agreement is made for and in consideration of the purchase price paid and payable by Assignee to Assignor under the APA (the "Purchase Price"), consisting of (a) a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000.00) (the "Base Purchase Price"), of which (i) Fiv

ARTICLE III — RECORDATION AND FURTHER ASSURANCES

Section 3.1 — Recordation of Assignment. Assignor hereby authorizes and agrees to cooperate with Assignee, at Assignee's cost and expense (except as otherwise provided in the APA), in recording this Agreement or any short-form or confirmatory assignment derived herefrom with the United States Patent and Trademark Office ("USPTO"), the United States Copyright Office, and any other applicable governmental authority, in

Section 3.2 — Further Assurances. Assignor hereby covenants and agrees that, from and after the Closing Date, Assignor shall, at Assignee's reasonable request and at Assignee's sole cost and expense (except as otherwise provided in the APA), promptly execute and deliver to Assignee any and all further instruments, documents, assignments, declarations, affidavits, agreements, and other writings, and shall take any and

Section 3.3 — Power of Attorney. Assignor hereby irrevocably constitutes and appoints Assignee, and any officer or authorized representative of Assignee, as Assignor's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, coupled with an interest, to execute, deliver, acknowledge, certify, file, and record, in the name of and on behalf of Assignor, any and all instruments, do

ARTICLE IV — LICENSE-BACK OF CORPORATE NAME

Section 4.1 — Grant of License. Subject to the terms and conditions of this Article IV, Assignee hereby grants to Assignor a non-exclusive, royalty-free, non-transferable, non-sublicensable, limited license to use the corporate name "Cardinal Peak Industries" and variations thereof (the "Licensed Name") solely for the limited purposes set forth in Section 4.2 below (the "License-Back"). The term of the License-Back s

Section 4.2 — Scope of Licensed Use. During the License Term, Assignor may use the Licensed Name solely for the following limited purposes: (a) winding down Assignor's corporate affairs, business operations, and legal existence following the Closing, including maintaining corporate records, bank accounts, and other administrative matters in Assignor's name as reasonably necessary during the wind-down period; (b) comp

Section 4.3 — Quality Control. During the License Term, Assignor shall not use the Licensed Name in any manner that is misleading, deceptive, disparaging, or defamatory, or that could reasonably be expected to tarnish, dilute, or otherwise diminish the goodwill associated with the Licensed Name or any of the Assigned intellectual Property. Assignor shall promptly notify Assignee of any circumstance or event that coul

Section 4.4 — Expiration and Cessation. Upon the expiration of the License Term on June 30, 2025, or upon any earlier termination of the License-Back, Assignor shall immediately cease all use of the Licensed Name in any form or medium whatsoever. Without limiting the generality of the foregoing, within thirty (30) days following the expiration or termination of the License Term, Assignor shall: (a) file all necessary

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

Section 5.1 — Organization and Authority. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File No. 5487231). Assignor is duly qualified or licensed to do business and is in good standing as a foreign corporation in each of the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky. Assignor has fu

Section 5.2 — Title and Ownership. Assignor is the sole and exclusive owner of all right, title, and interest in and to the Assigned intellectual Property, free and clear of all Liens (other than (a) the License-Back granted to Assignor pursuant to Article IV of this Agreement and (b) Permitted Encumbrances, as such term is defined in the APA). No third party has any ownership interest, license, covenant not to sue,

Section 5.3 — Validity of intellectual Property. To Assignor's knowledge (as such term is defined in the APA), the Assigned intellectual Property is valid, subsisting, and enforceable. Without limiting the generality of the foregoing: (a) United States Trademark Registration No. 5,412,887 for the mark "PEAKCONNECT" is subsisting and in full force and effect. All required maintenance filings, affidavits of use, renewa

Section 5.4 — No Infringement. (a) To Assignor's knowledge, the Assigned intellectual Property, and the use thereof in the conduct of the Business as currently conducted and as conducted during the three (3) years preceding the date hereof, does not infringe, misappropriate, dilute, or otherwise violate the intellectual property rights or other proprietary rights of any third party. (b) To Assignor's knowledge, no th

Section 5.5 — No Encumbrances. All liens, security interests, pledges, mortgages, and other encumbrances previously held by Velthorn Merchant Bank, N.A. on the Assigned intellectual Property, or on any assets of Assignor that include or relate to the Assigned intellectual Property, pursuant to the Credit Agreement, have been irrevocably and unconditionally released and terminated. In furtherance thereof, Uniform Comm

Section 5.6 — Cross-Reference to APA Representations. The representations and warranties set forth in this Article V are supplemental to, and not in limitation or substitution of, the representations and warranties of Assignor set forth in the APA, including, without limitation, the representations and warranties set forth in Article IV thereof relating to intellectual property. The representations and warranties set

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

Section 6.1 — Organization and Authority. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File No. 7129384; Employer Identification Number 93-2184720). Assignee is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership. Assignee has full corporate power and authority to execute, deliver, and perform

Section 6.2 — Authorization. The execution, delivery, and performance of this Agreement by Assignee, and the consummation by Assignee of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Assignee, including the approval of Assignee's board of directors (or equivalent governing body), as evidenced by the Secretary's Certificate of Buyer deliver

Section 7.1 — Cross-Reference to APA. All indemnification obligations, rights, and remedies of the Parties with respect to (a) any breach or inaccuracy of any representation or warranty contained in this Agreement, (b) any breach of any covenant or agreement contained in this Agreement, and (c) any matters relating to, arising out of, or in connection with the Assigned intellectual Property, including any pre-Closing

Section 7.2 — R&W Insurance. The Parties acknowledge and agree that representations and warranties insurance has been obtained by Assignee from Sentinel Specialty Insurance Company under Policy No. SSI-RWI-2024-05178 (the "R&W Policy"), with aggregate coverage of Sixty-Two Million Dollars ($62,000,000.00) and a retention of Six Million Two Hundred Thousand Dollars ($6,200,000.00). The R&W Policy may provide additiona

ARTICLE VIII — TRANSITION SERVICES

Section 8.1 — Cross-Reference to TSA. To the extent that transitional support, services, or assistance is required with respect to the PeakConnect Platform, any other Assigned intellectual Property, or any information technology systems, infrastructure, or services associated therewith following the Closing, such transitional support, services, and assistance shall be provided by Assignor to Assignee (or Assignee's d

Section 9.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to any conflicts of law principles that would require or permit the application of the laws of any other jurisdiction, consistent with the governing law provision set forth in the APA. Each Party irrevocably and unconditionally submits to the exclu

Section 9.2 — Relationship to APA. This Agreement is being executed and delivered pursuant to, and is subject to the terms and conditions of, the APA. This Agreement is intended to effectuate the assignment and transfer of the Assigned intellectual Property as contemplated by the APA and is not intended to, and shall not be construed to, create any rights, obligations, or liabilities beyond those contemplated by the

Section 9.3 — Entire Agreement. This Agreement, together with the APA and the other Transaction Documents (as defined in the APA) referenced therein, including the Escrow Agreement, the TSA, and the Schedules and Exhibits hereto and thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations

Section 9.4 — Amendment; Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of the Parties hereto. No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless set forth in a written instrument duly executed by the Party granting such waiver. No waiver of any breach or default shall be deemed a waive

Section 9.5 — Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Assignee may assign, delegate, or otherwise transfer any or all of its rights, interests, and obligations under this Agreement to any affiliate or any successor by merger, conso

Section 9.6 — 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 deemed to have been duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier service (with tracking capability), (c) sent by certified or registered mail, return receipt requested, postage prepaid

Section 9.7 — Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remai

Section 9.8 — 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. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including via DocuSign or similar electronic signature platfo

Section 9.9 — Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the Parties hereto have caused this intellectual Property Assignment Agreement to be duly executed and delivered as of the date first written above

1. PeakConnect Patient-Engagement Software Platform — all versions (including Version 1.0 through Version 4.2.1, the current production release), comprising: (a) all source code (maintained in Assignor's private Tidewater Solutions repositories and on-premises Subversion repositories); (b) all object code and executable code, in all formats and compiled versions; (c) all software libraries, modules, components, frame

2. CPI Clinic Operations Management Software — proprietary clinic scheduling, patient intake, and workflow management software tools developed by or for Assignor and used in the operations of Assignor's healthcare clinics, including all source code, object code, documentation, and related materials.

3. CPI Data Analytics Suite — proprietary data analytics and reporting tools developed by or for Assignor for internal business intelligence and clinical outcomes analysis, including all source code, object code, documentation, and related materials. Part 3 — Copyrights

1. All copyrights in and to the source code, object code, and documentation comprising the PeakConnect Platform (as described in Part 2 above), including all versions, updates, and derivative works thereof.

2. All copyrights in and to patient education materials created by or for Assignor, including printed brochures, digital content, video materials, and interactive educational modules.

3. All copyrights in and to marketing and advertising materials created by or for Assignor in connection with the Business, including website content, social media content, print advertisements, and promotional materials.

4. All copyrights in and to training manuals, employee handbooks (to the extent containing proprietary content related to the Business), clinical protocols documentation, and operational procedure guides created by or for Assignor.

5. All copyrights in and to all other copyrightable works of authorship created by or for Assignor in connection with the Business, whether published or unpublished, registered or unregistered. Note: No formal copyright registrations with the United States Copyright Office have been identified as of the Closing Date. To the extent any such registrations exist or are hereafter obtained with respect to works included i

1. Proprietary patient-engagement algorithms and methodologies embodied in the PeakConnect Platform, including the PeakConnect Predictive Engagement Model, the PeakConnect Treatment Adherence Algorithm, and the PeakConnect Patient Risk Stratification Methodology.

2. Clinical protocols and treatment pathway documentation developed by or for Assignor, including evidence-based treatment protocols, clinical decision support algorithms, and care pathway templates.

3. Proprietary business processes, operational procedures, and standard operating procedures (SOPs) developed by Assignor in connection with the operation of the Business, including clinic management workflows, patient intake processes, and quality assurance protocols.

4. Data analytics methodologies, statistical models, and data-driven insights developed by Assignor for clinical outcomes analysis, patient satisfaction measurement, and operational efficiency optimization.

5. Patient lists, patient demographic data, referral source relationships, and provider network information, to the extent constituting trade secrets or proprietary confidential information of Assignor (and subject to all applicable privacy laws, regulations, and patient consent requirements, including HIPAA).

6. Vendor and supplier relationships, pricing information, and procurement strategies related to the Business, to the extent constituting trade secrets or proprietary confidential information of Assignor.

7. All other proprietary know-how, technical information, and confidential business information developed by or for Assignor and used in or related to the Business. Part 6 — Patents and Patent Applications Not Applicable. As of the Closing Date, Assignor does not own or hold any issued patents or pending patent applications that are included in the Assigned intellectual Property. To the extent any patent or patent ap