Contract analysis

Section 1.1 — 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 the Purchase Agreement, and shall include all contracts, agreements, and instruments listed on Schedule A attached hereto and incorporated herein by reference, including without limitation all managed care agreements, vendor agreements, equipmen

Section 1.2 — Other Defined Terms. All other capitalized terms used but not defined in this Agreement shall have the respective meanings given to such terms in the Purchase Agreement. The rules of construction and interpretation set forth in the Purchase Agreement shall apply to this Agreement, mutatis mutandis.

Section 2.1 — Assignment. Effective as of the Closing Date, Assignor hereby unconditionally and irrevocably assigns, transfers, conveys, and delivers to Assignee, and its successors and permitted assigns, all of Assignor's right, title, and interest in, to, and under each of the Assumed Contracts, together with all benefits, privileges, and rights arising thereunder or accruing with respect thereto from and after the

Section 2.2 — Assignor's Representations. Assignor hereby represents and warrants to Assignee as follows: (a) Power and Authority. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York. Assignor has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated her

Section 2.3 — Further Assurances — Assignor. From time to time after the Closing Date, at the reasonable request of Assignee and without the payment or provision of any further consideration by Assignee, Assignor shall (i) promptly execute and deliver such additional instruments of transfer, assignment, conveyance, and confirmation, and (ii) take such further actions, in each case as may be reasonably necessary or de

Section 3.1 — Assumption. Effective as of the Closing Date, Assignee hereby accepts the foregoing assignment of the Assumed Contracts and assumes and agrees to observe, perform, satisfy, pay, and discharge, in accordance with their respective terms and subject to the conditions thereof, all Assumed Liabilities arising under or relating to the Assumed Contracts, but only to the extent such Assumed Liabilities arise or

Section 3.2 — Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement, Assignee does not hereby assume and shall not be deemed to have assumed, and shall not be responsible for, any Excluded Liabilities. Assignor shall retain, and shall be solely responsible for the payment, performance, satisfaction, and discharge of, all Excluded Liabilities. For the avoidance of doubt, Excluded L

Section 3.3 — Assignee's Representations. Assignee hereby represents and warrants to Assignor as follows: (a) Power and Authority. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignee has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated her

ARTICLE IV — RELATIONSHIP TO PURCHASE AGREEMENT

Section 4.1 — Purchase Agreement Controls. This Agreement is executed and delivered pursuant to, and is expressly made subject to and governed by, the terms and conditions of the Purchase Agreement. The Parties acknowledge and agree that the representations, warranties, covenants, agreements, indemnities, and other obligations set forth in the Purchase Agreement are not superseded, limited, or modified in any respect

Section 4.2 — No Third-Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended to or shall confer upon any Person (other than the Parties and their respective successors and permitted assigns) any right, benefit, remedy, or claim of any kind or nature whatsoever under or by reason of this Agreement. No counterparty to any Assumed Contract shall be deemed a third-party beneficiary of th

Section 4.3 — No Expansion of Obligations. Nothing in this Agreement shall be construed to constitute an assumption of, or agreement to perform, observe, satisfy, pay, or discharge, any obligation or liability that is not otherwise required to be assumed by Assignee under the express terms of the Purchase Agreement. Without limiting the foregoing, this Agreement shall not enlarge, restrict, or otherwise modify the ri

Section 4.4 — Consents. The Parties acknowledge that the assignment of certain of the Assumed Contracts may require the consent, approval, novation, or waiver of one or more third parties (each, a "Required Consent"). To the extent that any such Required Consent has not been obtained as of the Closing Date, this Agreement shall not constitute an assignment or attempted assignment of any such Assumed Contract if and t

Section 5.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties hereby irrevocably submit to the

Section 5.2 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, which consent may be withheld in such other Party's sole and absolute discretion; provid

Section 5.3 — Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Agreement or consent to any departure therefrom shall be effective unless such waiver or consent is in writing and signed by the Party against whom enforcement of such waiver or consent is so

Section 5.4 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but 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 any electronic signature complying with the New York

Section 5.5 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be given in the manner and to the addresses set forth in the Purchase Agreement (or to such other address or addresses as a Party may designate by notice given in accordance with the Purchase Agreement). Any notice or communication gi

Section 5.6 — Entire Agreement. This Agreement, together with the Purchase Agreement (including all exhibits, schedules, annexes, disclosure schedules, and ancillary agreements executed and delivered in connection therewith), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts,

Section 5.7 — Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any Party or circumstance, shall be held to be invalid, illegal, or unenforceable to any extent by a court of competent jurisdiction, then (a) the remainder of this Agreement, and the application of such term, provision, covenant, or condition to Parties or circumstances other than those as to w

Section 5.8 — Headings. The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. References to Articles, Sections, and Schedules are to Articles, Sections, and Schedules of and to this Agreement unless otherwise specified. The words "herein," "hereof," "hereunder," and words of similar import s

I. Managed Care Agreements Note: The complete list of all managed care and commercial payor agreements designated as Assumed Contracts is set forth on the applicable Disclosure Schedules to the Purchase Agreement, which are incorporated herein by this reference. The Parties acknowledge that Schedule 2.1(a)(iv) of the Disclosure Schedules contains the definitive and comprehensive list of all such agreements.

II. Technology and Software Agreements

III. Laboratory and Diagnostic Services Agreements

IV. Equipment Leases (Assumed) Note: The aggregate outstanding lease balance under the above Marlowe Asset Management Medical Equipment Finance, LLC lease schedules is approximately $2,870,000 as of the date hereof. Lease expirations range from March 2026 through November 2027. All equipment leases listed above are subject to the terms and conditions of the applicable Master Lease Agreement between Assignor and Marlo

V. Real Property Leases (Assumed) The following nine (9) real property leases are included as Assumed Contracts. These leases cover the clinic locations operated by Assignor across New York and Pennsylvania, other than the two owned properties (the Rochester Main facility located at 450 East Ridge Road, Rochester, NY 14621, and the Syracuse owned location), which are being conveyed pursuant to separate conveyance ins

VI. Other Assumed Contracts In addition to the contracts, agreements, and instruments specifically identified in Sections I through V above, the following categories of agreements are included as Assumed Contracts to the extent identified on the Disclosure Schedules to the Purchase Agreement: (a) Vendor and Supply Agreements. All vendor agreements, supply agreements, and purchase order commitments identified as Assum