Contract analysis

Section 1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the APA. "APA" means the Asset Purchase Agreement, dated as of June 16, 2025, by and among Buyer, the Company, Alcott, and Petrosian, as the same may be amended, restated, supplemented, or ot

Section 2 — Non-Competition 2.1 Non-Competition Covenant. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether individually or as an owner, partner, member, shareholder, officer, director, employee, consultant, agent, advisor, representative, licensor, licensee, franchisee, joint venturer, or in any other capacity whatsoever, fo

Section 3 — Non-Solicitation of Employees 3.1 Employee Non-Solicitation. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether for such Restricted Party's own account or for the account of any other Person: (a) solicit, recruit, hire, retain, or attempt to solicit, recruit, hire, or retain any Covered Employee, or otherwise encou

Section 4 — Non-Solicitation of Patients and Referral Sources 4.1 Patient Non-Solicitation. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether for such Restricted Party's own account or for the account of any other Person, solicit, contact, divert, or attempt to solicit, contact, or divert any Covered Patient for the purpose o

Section 5 — Confidential Information 5.1 Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information of any kind or nature relating to the Business, the Company, Buyer, or any of Buyer's affiliates, whether disclosed, obtained, or developed before, on, or after the Effective Date, and regardless of the form or medium

Section 6 — Enforcement and Remedies 6.1 Acknowledgment of Reasonableness. Each Restricted Party acknowledges and agrees as follows: (a) The restrictive covenants contained in this Agreement, including the non-competition, non-solicitation, and confidentiality obligations set forth herein, are reasonable in scope, duration, and geographic extent and are necessary to protect Buyer's legitimate business interests, incl

Section 7 — Judicial Modification 7.1 Reformation. If any court of competent jurisdiction determines that any restrictive covenant contained in this Agreement is unenforceable as written because it is overbroad, excessive, or otherwise unreasonable in duration, geographic scope, or scope of restricted activity, such court shall have the power, and is hereby directed and requested by the Parties, to reform such covena

Section 8 — Representations and Warranties of the Restricted Parties Each Restricted Party, severally and not jointly, hereby represents and warrants to Buyer as follows: (a) Legal Capacity and Authority. Such Restricted Party is an individual with the full legal capacity and authority to execute, deliver, and perform this Agreement, and no consent, approval, authorization, or order of any court, governmental authori

Section 9 — Independent Covenants; No Defense 9.1 Independent Covenants. The covenants and obligations of each Restricted Party set forth in this Agreement are independent of, and shall not be affected by, any other agreement, covenant, or obligation between the Parties, including, without limitation, the APA and the Consulting Agreements. The existence of any claim or cause of action by a Restricted Party against Bu

Section 10 — Assignment 10.1 Binding Effect. This Agreement shall be binding upon each Restricted Party and such Restricted Party's heirs, executors, administrators, personal representatives, guardians, and legal representatives, and shall inure to the benefit of Buyer and its successors and permitted assigns. 10.2 Assignment by Buyer. Buyer may freely assign, transfer, or delegate any or all of its rights, benefits,

Section 11 — Notices 11.1 Manner of Notice. 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 duly given and effective upon the earliest of: (a) personal delivery to the intended recipient; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severi

Section 12 — Governing Law; Jurisdiction; Waiver of Jury Trial 12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflicts of law provisions or rules (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction

Section 13 — General Provisions 13.1 Entire Agreement. This Agreement, together with the APA, the Consulting Agreements, and any exhibits, schedules, and annexes hereto and thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, agreements, unders