Contract analysis

1. Tangible Personal Property. All furniture, fixtures, equipment, medical devices, diagnostic and imaging equipment, laboratory instruments, examination tables, surgical instruments, computer hardware (including desktop computers, laptop computers, servers, monitors, printers, scanners, and related peripherals), telephone systems and telecommunications equipment, audio-visual equipment, leasehold improvements, and a

2. Owned Real Property. All of Seller's right, title, and interest in and to the following real property owned in fee simple by Seller: (a) 450 East Ridge Road, Rochester, New York 14621 (Monroe County) (the "Rochester Main Property") — Appraised value: $6,900,000 (based on the appraisal report prepared by Meridian Valuation Group, LLC, dated April 22, 2025, a copy of which is available in VDR Folder 4.1); and (b) 18

3. Leasehold Interests. All of Seller's right, title, and interest as tenant or lessee in and to the nine (9) real property leases (and any amendments, modifications, supplements, or renewals thereof) described in Schedule 4.6(b) of these Schedules, subject to receipt of required landlord consents as set forth in Schedule 4.3, Part C.

4. Assumed Contracts. All of Seller's right, title, and interest in and to all Contracts listed on Schedule 2.3 of these Schedules (collectively, the "Assumed Contracts"), including all rights, benefits, and entitlements of Seller thereunder.

5. Accounts Receivable. All accounts receivable, notes receivable, and other rights to payment for goods sold, services rendered, or otherwise arising from the operation of the Business as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, whether billed or unbilled, including all amounts owed by patients, third-party payors (including Medicare, Medicaid, and all commercial insurance carrie

6. Inventory. All medical supplies, pharmaceuticals (including prescription medications and sample medications to the extent transferable under applicable Law), vaccines, reagents, laboratory consumables, office supplies, janitorial supplies, maintenance supplies, and all other consumable items and supplies of every kind and description located at or in transit to any of the eleven (11) clinic locations and used or h

7. Intellectual Property. All intellectual Property owned, licensed, or used by Seller in connection with the operation of the Business, as more particularly described in Schedule 4.9, including all trademarks and service marks (whether registered or unregistered), trade names, assumed names, logos, trade dress, domain names, copyrights, trade secrets, proprietary clinical protocols, patient management workflows, pro

8. Permits and Licenses. All Permits, licenses, authorizations, approvals, certificates, registrations, and similar rights issued by any Governmental Authority to Seller or otherwise held by Seller in connection with the operation of the Business, as more particularly listed on Schedule 4.12, in each case to the extent transferable or assignable to Buyer under applicable Law and the terms of such Permit or license.

9. Books and Records. All books, records, files, data, documents, and information of every kind and description used or maintained by Seller in connection with the operation of the Business, including: (a) all patient records, charts, and medical histories (subject to compliance with the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder ("HIPAA"), and

10. Goodwill. All goodwill of Seller associated with the Business, including the going-concern value of the Business, customer and patient relationships, referral relationships, community reputation, and the value associated with the workforce in place.

11. Prepaid Items. All prepaid expenses, advance payments, deposits (including security deposits under real property leases and vendor deposits), and other prepaid items of Seller to the extent related to the Business or the Purchased Assets, including prepaid insurance premiums (to the extent related to policies being assigned to Buyer), prepaid rent, and prepaid license fees.

12. Insurance Proceeds. All rights to insurance proceeds, insurance receivables, and rights of recovery under insurance policies of Seller, in each case to the extent arising from pre-Closing events and relating to the Assumed Liabilities or damage to or loss of Purchased Assets.

13. Claims and Causes of Action. All claims, counterclaims, causes of action, choses in action, rights of recovery, rights of set-off, rights of recoupment, and demands of every kind and nature against third parties, whether known or unknown, arising from or relating to the Purchased Assets, the Business, or the Assumed Liabilities, including rights under warranties and guarantees from manufacturers and vendors of eq

14. Telephone and Fax Numbers, URLs, and Email Addresses. All telephone numbers, fax numbers, toll-free numbers, website domain names and uniform resource locators (URLs) (including the domain name lakewoodhealth.com and all subdomains thereof, including patient.lakewoodhealth.com, portal.lakewoodhealth.com, careers.lakewoodhealth.com, and provider.lakewoodhealth.com), email addresses (including all email accounts us

15. EHR Data. All data, records, databases, data sets, data files, reports, templates, and configurations maintained within or generated by the Clearpath Health Systems, Inc. electronic health records platform under Enterprise EHR License Agreement No. CP-ENT-2022-0487, dated June 1, 2022, including all patient demographic data, clinical data, encounter records, prescribing records, laboratory results, imaging record

1. Cash and Cash Equivalents. All cash, cash equivalents, bank balances, certificates of deposit, money market fund balances, and other liquid investments of Seller, other than petty cash maintained at the eleven (11) clinic locations in an aggregate amount not to exceed $5,000 (which petty cash shall constitute a Purchased Asset and shall be transferred to Buyer at Closing).

2. Bank Accounts. All bank accounts of Seller, including but not limited to the following: (a) Greaves Bancorp — operating checking account ending in x4837; (b) Greaves Bancorp — payroll account ending in x9214; (c) First Niagara Financial Group — money market savings account ending in x6052; and (d) any other depository accounts, lockbox accounts, or investment accounts maintained by Seller.

3. Tax Refunds and Credits. All refunds, credits, rebates, overpayments, and similar items with respect to Taxes of Seller attributable to Pre-Closing Tax Periods, whether received before, on, or after the Closing Date.

4. Organizational Documents and Corporate Records. The certificate of formation, operating agreement, qualifications to do business as a foreign limited liability company, minute books, membership interest ledgers, corporate seals, and all Tax Returns (including all work papers and schedules related thereto) of Seller. For the avoidance of doubt, Seller shall retain all records necessary for the preparation and filin

5. Rights Under the Agreement and Ancillary Documents. All rights of Seller and the Seller Members under the Agreement and the Ancillary Documents (as defined in the Agreement), including without limitation all rights to receive the Purchase Price, all rights to indemnification under Article IX of the Agreement, and all rights under the Escrow Agreement.

6. Excluded Contracts. All Contracts listed on Schedule 2.2(a) hereto (collectively, the "Excluded Contracts"), which Contracts are not being assigned to or assumed by Buyer.

7. Seller Insurance Policies. All rights of Seller under insurance policies maintained by or for the benefit of Seller, other than (a) rights to insurance proceeds relating to the Assumed Liabilities (which are Purchased Assets pursuant to Schedule 2.1, Item 12 above), and (b) the tail insurance policies described in Schedule 4.17 (which shall be maintained in accordance with the terms of the Agreement).

8. D&O and Professional Liability Insurance. The directors' and officers' liability insurance policy and professional liability insurance policies maintained for the benefit of Seller's managers, officers, and members in their capacity as such, provided that Seller shall maintain the tail coverage described in Schedule 4.17 in accordance with the terms of Section 7.11 of the Agreement.

9. Retained Name Rights. Seller's right, title, and interest in and to the trade name "Lakewood Regional Health Partners" and any variations thereof, solely to the extent required by Seller for wind-down, dissolution, final tax filing, and administrative purposes for a period not to exceed six (6) months following the Closing Date. Upon the expiration of such six (6)-month period, Seller shall cease all use of such n

10. Non-Business Assets. Any assets that are not used primarily in connection with the operation of the Business, including personal assets of the Seller Members and any assets held by Seller that relate exclusively to activities or operations other than the Business. Schedule 2.2(a) — Excluded Contracts The following Contracts are Excluded Contracts and are not being assigned to or assumed by Buyer:

1. Engagement Letter between Lakewood Regional Health Partners, LLC and Bellweather Partners LLP, dated March 8, 2025, pursuant to which Bellweather Partners LLP was retained to serve as exclusive financial advisor to Seller in connection with the sale of the Business (Daniel Kerrigan, Managing Director, engagement lead). Under the terms of the engagement letter, Bellweather Partners LLP is entitled to a success fee

2. Engagement Letter between Lakewood Regional Health Partners, LLC and Whitfield, Ames & Greer LLP, dated March 22, 2025, pursuant to which Whitfield, Ames & Greer LLP was retained to serve as legal counsel to Seller in connection with the negotiation, documentation, and consummation of the sale of the Business (Catherine Greer, Partner, lead engagement attorney). Fees are billed on a time-and-materials basis at sta

3. Amended and Restated Operating Agreement of Lakewood Regional Health Partners, LLC, dated January 15, 2018, by and among Dr. Raymond Alcott (holding a 60% membership interest) and Dr. Nadia Petrosian (holding a 40% membership interest), governing the internal affairs, management, and operation of Seller as a New York limited liability company. This operating agreement sets forth the capital contribution obligation

1. Meridian Shield Health Plans, Inc. — Participating Provider Agreement, dated April 1, 2022 (as amended by First Amendment dated October 15, 2023). This agreement governs Seller's participation in the Meridian Shield preferred provider network across all eleven (11) clinic locations. Annual revenue attributable to this agreement for the trailing twelve-month period ended March 31, 2025 was approximately $17,248,000

2. Empire Ashford Specialty Insurance (Calderon Specialty Insurance, Inc.) — Provider Participation Agreement, dated January 1, 2021 (as amended by Amendment No. 1 dated July 1, 2023). Covers all New York clinic locations (eight facilities). Annual revenue attributable: approximately $10,192,000 (13% of TTM net revenue). Auto-renewal with 90-day termination notice. Change-of-control notice required (30 days). VDR Fol

3. Marlowe Insurance Brokers — Participating Provider Agreement, dated March 1, 2020. Covers Rochester Main, Brighton, Henrietta, Syracuse, and Utica clinic locations. Annual revenue attributable: approximately $8,624,000 (11% of TTM net revenue). Auto-renewal with 120-day termination notice. Change-of-control consent required. VDR Folder 5.2.3.

4. Northpoint Casualty Group Health Inc. (a Ridgeline Group) — Physician Participation Agreement, dated September 1, 2021. Covers all eleven (11) clinic locations. Annual revenue attributable: approximately $7,056,000 (9% of TTM net revenue). Auto-renewal with 90-day termination notice. Change-of-control notice required (60 days). VDR Folder 5.2.4.

5. Meridian Assurance of New York, Inc. — Provider Agreement, dated February 1, 2022. Covers all New York clinic locations and, through a separate addendum, the three Pennsylvania clinic locations (Meridian Assurance of Pennsylvania, Inc. addendum dated February 15, 2022). Annual revenue attributable: approximately $6,272,000 (8% of TTM net revenue). Auto-renewal with 90-day termination notice. Change-of-control cons

6. Highmark Inc. — Provider Participation Agreement, dated July 1, 2020. Covers Scranton, Wilkes-Barre, and Towanda clinic locations (Pennsylvania). Annual revenue attributable: approximately $4,704,000 (6% of TTM net revenue). Auto-renewal with 120-day termination notice. Change-of-control consent required. VDR Folder 5.2.6.

7. Hollowell Life Insurance Health and Life Insurance Company — Participating Provider Agreement, dated October 1, 2021. Covers all eleven (11) clinic locations. Annual revenue attributable: approximately $3,920,000 (5% of TTM net revenue). Auto-renewal with 90-day termination notice. Change-of-control notice required (30 days). VDR Folder 5.2.7.

8. MVP Health Care, Inc. — Provider Network Agreement, dated April 15, 2019 (as amended by Amendment No. 1, dated March 1, 2022). Covers Rochester Main, Brighton, Henrietta, and Utica clinic locations. Annual revenue attributable: approximately $3,136,000 (4% of TTM net revenue). Auto-renewal with 90-day termination notice. Change-of-control notice required (60 days). VDR Folder 5.2.8.

9. Fidelis Care New York, Inc. (Centene Corporation) — Provider Participation Agreement, dated January 1, 2020. Covers all New York clinic locations. Annual revenue attributable: approximately $2,744,000 (3.5% of TTM net revenue). Auto-renewal with 90-day termination notice. Change-of-control notice required (30 days). VDR Folder 5.2.9.

10. GEHA (Government Employees Health Association, Inc.) — Provider Network Agreement, dated May 1, 2022. Covers all eleven (11) clinic locations. Annual revenue attributable: approximately $1,568,000 (2% of TTM net revenue). Auto-renewal with 60-day termination notice. No change-of-control consent required; notice only. VDR Folder 5.2.10.

11. Tricare (administered by Pemberton Mutual Insurance, LLC) — TRICARE Authorized Institutional Provider Agreement, dated August 1, 2021. Covers all eleven (11) clinic locations. Annual revenue attributable: approximately $1,176,000 (1.5% of TTM net revenue). Auto-renewal. Change-of-control notice required. VDR Folder 5.2.11.

12. CDPHP (Capital District Physicians' Health Plan, Inc.) — Participating Provider Agreement, dated November 1, 2019. Covers Albany clinic location. Annual revenue attributable: approximately $784,000 (1% of TTM net revenue). Auto-renewal with 90-day termination notice. Change-of-control consent required. VDR Folder 5.2.12.

13. Emblem Health, Inc. — Provider Participation Agreement, dated June 1, 2022. Covers all New York clinic locations. Annual revenue attributable: approximately $549,000 (0.7% of TTM net revenue). Auto-renewal with 60-day termination notice. No change-of-control consent required; notice only. VDR Folder 5.2.13.

14. Workers' Compensation Board of the State of New York / Pennsylvania Bureau of Workers' Compensation — Seller is authorized as a provider under the workers' compensation programs in both New York and Pennsylvania. Annual revenue attributable from workers' compensation payors (aggregate across all carriers): approximately $627,000 (0.8% of TTM net revenue). Various provider agreements with individual workers' compe

1. Marlowe Asset Management Medical Equipment Finance, LLC — Master Lease Agreement, dated March 15, 2023 (the "Marlowe Asset Management Master Lease"), between Lakewood Regional Health Partners, LLC, as lessee, and Marlowe Asset Management Medical Equipment Finance, LLC, as lessor (principal office: 400 Interstate North Parkway, Suite 1500, Atlanta, Georgia 30339). The Marlowe Asset Management Master Lease governs t

1. Clearpath Health Systems, Inc. — Enterprise EHR License Agreement No. CP-ENT-2022-0487, dated June 1, 2022, between Lakewood Regional Health Partners, LLC and Clearpath Health Systems, Inc. (principal office: 2300 Windy Ridge Parkway, Suite 1200, Atlanta, Georgia 30339). This agreement licenses the Clearpath ClinicalEdge electronic health records software platform on an enterprise-wide basis for use at all eleven

2. Brightmoor Partners LLC — Ashgrove Software Enterprise E3 Subscription Agreement (through authorized reseller, Vraxen International Corp.), covering approximately 435 user licenses for email, Office applications, Aldermere Systems, Teams, and cloud services. Annual subscription cost: approximately $198,000. Agreement auto-renews annually. No change-of-control consent required. VDR Folder 5.4.2.

3. Nuance Communications, Inc. (a Kestrel Partners LLC) — Dragon Medical One License Agreement, dated September 15, 2022, for clinical speech recognition and documentation software. Annual license fee: approximately $62,000 (covering 62 physician and NP/PA users). Auto-renewal with 90-day termination notice. VDR Folder 5.4.3.

4. InstaMed (a Kestrel Trust Bank) — Patient Payment Platform Services Agreement, dated January 1, 2023, for patient billing and payment processing services. Transaction-based fee structure; estimated annual cost: approximately $84,000. Auto-renewal with 60-day termination notice. VDR Folder 5.4.4.

5. Harborline Data Systems Health (Harborline Data Systems, Inc.) — Revenue Cycle Management Software License Agreement, dated March 1, 2022, for claims management, denial management, and revenue cycle analytics. Annual license fee: approximately $132,000. Auto-renewal with 90-day termination notice. VDR Folder 5.4.5.

6. Verkada Inc. — Physical Security Platform Subscription, dated July 1, 2023, for cloud-based video surveillance and access control systems at all eleven (11) clinic locations. Annual subscription fee: approximately $46,000. Three-year initial term expiring June 30, 2026. VDR Folder 5.4.6.

7. Westmark Health IT — Unified Communications as a Service (UCaaS) Agreement, dated February 1, 2023, for cloud-based phone system, messaging, and video conferencing services across all clinic locations. Annual service fee: approximately $72,000. Auto-renewal with 30-day termination notice. VDR Folder 5.4.7. Part D — Reference Laboratory Services

1. Redstone Diagnostics, Inc. — Laboratory Services Agreement, dated September 1, 2023, between Lakewood Regional Health Partners, LLC and Redstone Diagnostics, Inc. (principal office: 6 Davis Drive, Research Triangle Park, North Carolina 27709). Under this agreement, Redstone Diagnostics provides clinical reference laboratory testing services (including blood chemistry panels, hematology, urinalysis, pathology, micr

1. Marchand Healthcare Regulatory Advisors, LLC — Healthcare Regulatory Consulting Agreement, dated April 15, 2024 (Anne-Marie Marchand, engagement lead; principal office: 1225 Eye Street NW, Suite 600, Washington, D.C. 20005). Monthly retainer: $15,000. The agreement provides for ongoing healthcare regulatory compliance advisory services, government audit support, and compliance program oversight. Auto-renewal with

2. Northern Crest Insurance Brokers, LLC — Insurance Brokerage Services Agreement, dated January 1, 2020 (as amended), for placement and servicing of all insurance programs described in Schedule 4.17 (Michael Torrance, Account Executive; principal office: 1 Landmark Square, Suite 508, Stamford, CT 06901). Commission-based compensation. Auto-renewal annually. VDR Folder 5.6.2.

3. Pinnacle Billing Solutions, Inc. — Medical Billing and Coding Services Agreement, dated June 1, 2021, for supplemental medical billing and coding support for the Syracuse, Utica, and Binghamtonhamton clinic locations. Monthly service fee: approximately $28,500. Auto-renewal with 90-day termination notice. VDR Folder 5.6.3.

4. Harrington Accounting Group, P.C. — Accounting and Tax Preparation Services Agreement, dated February 1, 2019 (as amended). Annual fee: approximately $95,000 for monthly bookkeeping, financial statement preparation, and tax return preparation services. Auto-renewal with 30-day termination notice. VDR Folder 5.6.4. Part G — Other Material Contracts

1. Pemberton Partners LLC — Regulated Medical Waste Management Services Agreement, dated April 1, 2022, for collection, transportation, treatment, and disposal of regulated medical waste generated at all eleven (11) clinic locations. Annual cost: approximately $156,000. Auto-renewal with 60-day termination notice. VDR Folder 5.7.1.

2. Vireo Group Industries, Inc. — Janitorial and Facility Maintenance Services Agreement, dated January 15, 2023, for daily cleaning, floor care, and facility maintenance services at all eleven (11) clinic locations. Annual cost: approximately $312,000. Auto-renewal with 90-day termination notice. VDR Folder 5.7.2.

3. Cintas Corporation — Uniform Rental and Laundry Services Agreement, dated March 1, 2022, for provision and laundering of medical scrubs, lab coats, and floor mats across all clinic locations. Annual cost: approximately $84,000. Auto-renewal with 60-day termination notice. VDR Folder 5.7.3.

4. Westmark Holdings — Medical Supplies Distribution Agreement, dated October 1, 2021, for the procurement and delivery of medical supplies, pharmaceuticals, and consumables to all eleven (11) clinic locations. Annual spend: approximately $2,400,000 (varies based on ordering volume). The agreement contains volume-based pricing tiers and rebate provisions. Auto-renewal with 90-day termination notice. VDR Folder 5.7.4.

5. AMN Healthcare Services, Inc. — Temporary Staffing Services Agreement, dated August 1, 2023, for temporary placement of locum tenens physicians, nurse practitioners, and registered nurses as needed across clinic locations. Annual spend: approximately $640,000 (varies based on utilization). Auto-renewal with 30-day termination notice. VDR Folder 5.7.5.