Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 or elsewhere in this Agreement shall have the meanings ascribed to such terms in the APA. "Acquired Business" means the business formerly conducted by Lakewood and acquired by the Company pursuant to the APA, including the clinical operations conducte

ARTICLE 2 — ENGAGEMENT; INDEPENDENT CONTRACTOR STATUS

Section 2.1 — Engagement The Company hereby engages the Consultant, and the Consultant hereby accepts such engagement, to provide the Services described in Article 3 and Exhibit A during the Engagement Period, subject to the terms and conditions of this Agreement. The engagement of the Consultant hereunder is non-exclusive, and the Consultant may pursue other professional activities, business interests, and consultin

Section 2.2 — Independent Contractor Relationship The Consultant's relationship with the Company under this Agreement is that of an independent contractor, and nothing contained herein shall be construed to create an employer-employee relationship, agency, partnership, joint venture, or any other relationship between the Parties other than that of independent contracting parties. The Consultant shall have no authorit

Section 2.3 — Tax Matters The Consultant shall be solely responsible for, and shall timely pay, all federal, state, and local income taxes, self-employment taxes, estimated taxes, and any other tax obligations arising from compensation received under this Agreement. The Company shall not withhold or pay on the Consultant's behalf any federal, state, or local income tax, Social Security tax, Medicare tax, Federal Unem

Section 3.1 — Clinical Transition Support During the Engagement Period, the Consultant shall assist the Company with the orderly transition of Lakewood's clinical operations to the Company's management and operational framework. Without limiting the generality of the foregoing, the Consultant shall: (a) facilitate continuity of patient care across all eleven (11) clinic locations comprising the Acquired Business, inc

Section 3.2 — Provider Relationship Management During the Engagement Period, the Consultant shall use commercially reasonable efforts to preserve and strengthen the Acquired Business's relationships with its clinical providers and referral sources. Without limiting the generality of the foregoing, the Consultant shall: (a) maintain and strengthen relationships with Lakewood's thirty-eight (38) physicians and twenty-f

Section 3.3 — Quality Assurance Advisory Services During the Engagement Period, the Consultant shall provide advisory services to the Company regarding clinical quality, outcomes management, and regulatory compliance for the Acquired Business. Without limiting the generality of the foregoing, the Consultant shall: (a) advise on clinical quality metrics, outcomes reporting, clinical benchmarking, and compliance with a

Section 3.4 — Additional Services From time to time during the Engagement Period, the Company may request the Consultant to perform additional services that are reasonably related to the scope of the Services described in this Article 3 and Exhibit A. The Consultant shall use commercially reasonable efforts to accommodate such requests, subject to the time-commitment limitations set forth in Section 3.5. Any material

Section 3.5 — Time Commitment The Consultant shall devote the following minimum time to the performance of the Services during the Engagement Period: (a) First Twelve (12) Months (August 15, 2025 through August 15, 2026): A minimum of twenty (20) hours per week, on average, calculated on a monthly basis. (b) Second Twelve (12) Months (August 16, 2026 through August 15, 2027): A minimum of ten (10) hours per week, on

Section 3.6 — Reporting The Consultant shall report to Marcus Waverly, Chief Executive Officer of the Company, or such other officer of the Company as may be designated in writing by the Company from time to time (the "Company Contact"). The Consultant shall provide the Company Contact with monthly written status reports summarizing the status of transition milestones, open items, issues requiring management attentio

Section 4.1 — Engagement Period The engagement of the Consultant under this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years, expiring at 11:59 p.m. (Eastern Time) on August 15, 2027 (the "Term"), unless earlier terminated in accordance with Article 9 of this Agreement.

Section 4.2 — No Renewal The Term shall not automatically renew upon its expiration. Any extension or renewal of the Term shall require a written amendment to this Agreement duly executed by both Parties.

ARTICLE 5 — COMPENSATION AND EXPENSES

Section 5.1 — Consulting Fee In consideration for the Consultant's performance of the Services during the Term, the Company shall pay the Consultant an annual consulting fee of Four Hundred Fifty Thousand Dollars ($450,000) (the "Annual Fee"), payable in equal monthly installments of Thirty-Seven Thousand Five Hundred Dollars ($37,500) each. Each monthly installment shall be due and payable on the first (1st) Busines

Section 5.2 — Expenses The Company shall reimburse the Consultant for reasonable, documented, and pre-approved out-of-pocket expenses actually incurred by the Consultant in connection with the performance of the Services, including travel expenses incurred in connection with travel to clinic locations outside of the Rochester, New York metropolitan area. The Consultant shall submit itemized expense reports on a month

Section 5.3 — No Additional Compensation Except as expressly set forth in this Article 5, the Consultant shall not be entitled to any bonus, equity interest, profit participation, incentive compensation, signing payment, retention payment, or other form of compensation from the Company or any of its Affiliates in connection with the performance of the Services. For the avoidance of doubt, nothing in this Section 5.3

Section 5.4 — Benefits The Consultant acknowledges and agrees that, as an independent contractor, the Consultant is not eligible for participation in or receipt of benefits under any health insurance, dental insurance, vision insurance, life insurance, short-term or long-term disability, paid time off, sick leave, 401(k) retirement savings, pension, profit sharing, or any other employee benefit plan, program, or arra

ARTICLE 6 — CONFIDENTIAL INFORMATION

Section 6.1 — Definition of Confidential Information For purposes of this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information of or relating to the Company, its Affiliates (including without limitation CPS Holdings, Inc. and Pinnacle River Capital Partners, LP and their respective portfolio companies), and the Acquired Business, whether disclosed to or obtained by the

Section 6.2 — Non-Disclosure Obligation The Consultant shall not, during the Term or at any time thereafter, directly or indirectly, use, disclose, publish, disseminate, or otherwise make available to any Person any Confidential Information, except (a) as necessary to perform the Services in accordance with this Agreement, (b) as expressly authorized in writing by the Company, or (c) as required by applicable law, re

Section 6.3 — Exceptions The obligations of the Consultant under Section 6.2 shall not apply to information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the Consultant in violation of this Agreement; (b) is independently developed by the Consultant without reference to, reliance upon, or use of any Confidential Information, as demonstrated by the Consultant's con

Section 6.4 — Compelled Disclosure If the Consultant is compelled by applicable law, subpoena, civil investigative demand, court order, or other legal process to disclose any Confidential Information, the Consultant shall, to the extent legally permissible, provide the Company with prompt written notice of such requirement so that the Company may seek a protective order, confidential treatment, or other appropriate r

Section 6.5 — Return of Materials Upon the expiration or termination of this Agreement, or at any time upon the Company's written request, the Consultant shall promptly return to the Company (or, at the Company's election, destroy) all documents, files, records, data, correspondence, notes, memoranda, electronic media, and all other materials (in any form or medium, including digital and electronic copies) that conta

Section 6.6 — HIPAA Compliance The Consultant acknowledges and agrees that, in connection with the performance of the Services, the Consultant may have access to, use, or disclose PHI that is subject to HIPAA, HITECH, and applicable state privacy laws, including the New York Information Security Breach and Notification Act (N.Y. Gen. Bus. Law § 899-aa) and the Pennsylvania Breach of Personal Information Notification

ARTICLE 7 — WORK PRODUCT AND INTELLECTUAL PROPERTY

Section 7.1 — Work Product Ownership All Deliverables, reports, analyses, memoranda, recommendations, protocols, procedures, transition playbooks, quality dashboards, presentations, and any and all other work product created, developed, conceived, or reduced to practice by the Consultant, whether alone or jointly with others, in connection with the performance of the Services (collectively, "Work Product") shall be t

Section 7.2 — Moral Rights Waiver To the fullest extent permitted by applicable law, the Consultant hereby irrevocably waives, and agrees not to assert, any and all moral rights (including rights of attribution, integrity, disclosure, and withdrawal) that the Consultant may have in or with respect to the Work Product, whether arising under the Copyright Act, the Berne Convention, the Visual Artists Rights Act of 1990

Section 7.3 — Further Assurances The Consultant shall, upon the Company's reasonable request, execute, acknowledge, and deliver such further instruments, documents, and assignments as the Company may reasonably require to perfect, evidence, register, or record the Company's ownership of the Work Product and the intellectual Property rights therein, including without limitation patent applications, copyright registrat

Section 7.4 — Pre-Existing Materials The Consultant has identified, on Schedule 7.4 attached hereto, all pre-existing intellectual property owned by the Consultant as of the Effective Date that may be incorporated into or used in connection with the Work Product (the "Pre-Existing Materials"). To the extent any Pre-Existing Materials are incorporated into or used in connection with any Work Product, the Consultant he

ARTICLE 8 — RESTRICTIVE COVENANTS

Section 8.1 — Non-Competition The Consultant acknowledges and agrees that, as a condition to the Company's willingness to consummate the Acquisition and to enter into this Agreement, and in consideration of the Purchase Price paid in connection with the Acquisition and the compensation payable hereunder, the Consultant is bound by the non-competition covenant set forth in Section 7.06 of the APA. Without limiting the

Section 8.2 — Non-Solicitation of Employees and Providers During the Restricted Period, the Consultant shall not, directly or indirectly, whether on his own behalf or on behalf of any other Person: (a) solicit, recruit, hire, or engage, or attempt to solicit, recruit, hire, or engage, any individual who is, or was at any time during the six (6) months preceding such solicitation, an employee, physician, nurse practit

Section 8.3 — Non-Solicitation of Patients and Payors During the Restricted Period, the Consultant shall not, directly or indirectly, whether on his own behalf or on behalf of any other Person: (a) solicit, divert, or take away, or attempt to solicit, divert, or take away, any patient of the Acquired Business or any referral source that has referred patients to the Acquired Business at any time during the twelve (12)

Section 8.4 — Reasonableness; Reformation The Consultant acknowledges and agrees that the scope, duration, and geographic limitations of the restrictive covenants set forth in this Article 8 are reasonable and necessary to protect the Company's legitimate business interests, including the goodwill of the Acquired Business, the Company's investment in the Acquisition, the Confidential Information, and the relationship

Section 8.5 — Injunctive Relief The Consultant acknowledges and agrees that any breach or threatened breach of the restrictive covenants set forth in this Article 8 would cause the Company and its Affiliates irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to all other remedies available at law or in equity (including damages), the Company and its Affiliates shall be

Section 9.1 — Expiration This Agreement shall terminate automatically, without the need for any action or notice by either Party, at 11:59 p.m. (Eastern Time) on August 15, 2027, unless earlier terminated in accordance with the provisions of this Article 9.

Section 9.2 — Termination for Cause by Company The Company may terminate this Agreement immediately upon written notice to the Consultant if any of the following events occurs: (a) the Consultant materially breaches any provision of this Agreement and, to the extent such breach is curable, fails to cure such breach within fifteen (15) days after receipt of written notice from the Company specifying the nature of such

Section 9.3 — Termination for Cause by Consultant The Consultant may terminate this Agreement upon thirty (30) days' prior written notice to the Company if: (a) the Company fails to pay any undisputed amount due to the Consultant under this Agreement within thirty (30) days after receipt of written demand from the Consultant specifying such failure; or (b) the Company materially breaches any other provision of this A

Section 9.4 — Termination Without Cause by Company The Company may terminate this Agreement at any time, without cause, upon sixty (60) days' prior written notice to the Consultant.

Section 9.5 — Effect of Termination Upon the expiration or termination of this Agreement for any reason: (a) Accrued Fees. The Company shall pay to the Consultant all accrued and unpaid consulting fees under Section 5.1, prorated through the effective date of termination, and shall reimburse the Consultant for all approved and documented expenses incurred prior to such date in accordance with Section 5.2, in each cas

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

Section 10.1 — Consultant Representations The Consultant represents and warrants to the Company as of the Effective Date as follows: (a) the Consultant has full legal capacity and authority to enter into, execute, and deliver this Agreement and to perform his obligations hereunder, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Consu

Section 10.2 — Company Representations The Company represents and warrants to the Consultant as of the Effective Date as follows: (a) the Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such q

Section 10.3 — Mutual Indemnification (a) Consultant's Indemnification. The Consultant shall indemnify, defend, and hold harmless the Company and its Affiliates, and their respective members, managers, officers, directors, employees, agents, successors, and assigns (collectively, the "Company Indemnitees"), from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expe

Section 10.4 — Limitation of Liability EXCEPT IN CASES OF (A) BREACH OF ARTICLE 6 (CONFIDENTIAL INFORMATION) OR ARTICLE 8 (RESTRICTIVE COVENANTS), (B) OBLIGATIONS UNDER SECTION 10.3 (INDEMNIFICATION), OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGR

ARTICLE 11 — INSURANCE The Consultant shall obtain and maintain, at the Consultant's sole expense, throughout the Term, the following insurance coverage: (a) Professional Liability (Medical Malpractice) Insurance. Professional liability insurance covering the Consultant's professional acts, errors, and omissions in connection with the performance of the Services, with minimum coverage limits of One Million Dollars ($

ARTICLE 12 — GENERAL PROVISIONS

Section 12.1 — Notices All notices, consents, waivers, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) upon personal delivery, (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with confirmation of delivery), or (c) three (3) Business Days after deposit in the United

Section 12.2 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (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.

Section 12.3 — Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this Agreement, including the validity, interpretation, breach, or termination thereof, shall be resolved in accordance with the dispute resolution provisions set forth in Section 11.10 of the APA. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York located in

Section 12.4 — Entire Agreement This Agreement (including all Exhibits and Schedules attached hereto), together with the APA and the ancillary agreements referenced therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, understandings, representations, warranties, and agreements (whether oral or wr

Section 12.5 — Amendment; Waiver No amendment, modification, or supplement to this Agreement shall be effective unless made in a written instrument duly executed by both Parties. No waiver of any provision of this Agreement shall be effective unless made in a written instrument signed by the Party against whom enforcement of s