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non-compete-whitfield-torres.docx DOCUMENT M&A / Corporate

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Dated as of June 30, 2024

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of June 30, 2024 (the "Closing Date," as defined in the Purchase Agreement referenced below), by and between:

ARDENT HEALTHCARE ACQUISITION CORP., a Delaware corporation (the "Purchaser"), with a registered address at c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, DE 19801; and

ELAINE WHITFIELD-TORRES, an individual residing in the State of Tennessee (the "Restricted Party").

The Purchaser and the Restricted Party are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement is entered into in connection with that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "Purchase Agreement"), by and between Ardent Healthcare Acquisition Corp. and Cardinal Peak Industries, Inc., a Delaware corporation ("CPI"), pursuant to which the Purchaser has agreed to acquire substantially all of the assets of CPI on the terms and conditions set forth therein.

RECITALS

WHEREAS, Ardent Healthcare Acquisition Corp. has acquired substantially all of the assets of Cardinal Peak Industries, Inc. ("CPI"), a Delaware corporation headquartered at 8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215, pursuant to the Asset Purchase Agreement dated as of April 2, 2024, for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to customary purchase price adjustments as set forth therein;

WHEREAS, CPI operates thirty-seven (37) outpatient rehabilitation and behavioral health facilities across seven (7) states — Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky — providing physical therapy, occupational therapy, speech-language pathology, and outpatient behavioral health counseling services to patients throughout such states;

WHEREAS, Elaine Whitfield-Torres is the Co-Founder and Chief Clinical Officer of CPI and holds eighteen percent (18%) of the outstanding shares of common stock of CPI immediately prior to the closing of the transactions contemplated by the Purchase Agreement;

WHEREAS, as a co-founder, significant shareholder, and senior executive of CPI, Whitfield-Torres possesses extensive and intimate knowledge of the business, operations, and affairs of CPI, including, without limitation, Confidential Information (as defined below), trade secrets, proprietary clinical methodologies, patient relationships, payor relationships, clinical protocols, referral source relationships, and employee relationships, all of which are critical to the value of the business being acquired by the Purchaser;

WHEREAS, Whitfield-Torres is receiving substantial consideration as a direct result of the consummation of the transactions contemplated by the Purchase Agreement, including her pro rata share (eighteen percent (18%)) of the base purchase price payable to CPI's shareholders at closing, and the opportunity to receive additional contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) in the aggregate under the Earnout Agreement (as defined below), all of which constitute adequate and independent consideration for the restrictive covenants contained herein;

WHEREAS, Whitfield-Torres is simultaneously entering into a post-closing Employment Agreement with Purchaser, effective as of the Closing Date, to serve as Chief Clinical Officer for a three (3)-year term commencing on June 30, 2024, which Employment Agreement provides for a base salary, performance bonuses, and other benefits, all of which constitute additional consideration for the covenants set forth herein;

WHEREAS, Purchaser would not have entered into the Purchase Agreement and would not have consummated the acquisition of the Acquired Business without Whitfield-Torres's agreement to the restrictive covenants set forth herein, and such restrictive covenants were a condition precedent to the Purchaser's obligation to consummate the transactions contemplated by the Purchase Agreement;

WHEREAS, the restrictive covenants contained herein are a material inducement to Purchaser to consummate the transactions contemplated by the Purchase Agreement and are supported by adequate and independent consideration, including the substantial payments to be received by Whitfield-Torres as a shareholder of CPI, the earnout opportunity, and the benefits of continued employment with Purchaser; and

WHEREAS, Whitfield-Torres acknowledges that the restrictive covenants set forth herein are reasonable and necessary to protect the legitimate business interests of the Purchaser, including the goodwill acquired in connection with the transaction, and that she enters into this Agreement freely and voluntarily.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, the consummation of the transactions contemplated by the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Acquired Business" means the business of operating outpatient rehabilitation and behavioral health clinics as conducted by CPI immediately prior to the Closing Date, including all thirty-seven (37) clinic locations across the States of Tennessee (fourteen (14) locations), Georgia (eight (8) locations), North Carolina (five (5) locations), South Carolina (four (4) locations), Alabama (three (3) locations), Virginia (two (2) locations), and Kentucky (one (1) location), and all services related thereto, including, without limitation, the provision of physical therapy, occupational therapy, speech-language pathology, and outpatient behavioral health counseling services, together with all ancillary and support functions associated with the foregoing.

(b) "Affiliate" means, with respect to any person or entity, any other person or entity that, directly or indirectly, controls, is controlled by, or is under common control with such person or entity. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" as applied to the Purchaser shall specifically include Ardent Capital Partners III LP, a Delaware limited partnership, and Ardent Capital Management LLC, a Delaware limited liability company and general partner of Ardent Capital Partners III LP, and any portfolio company or fund managed by Ardent Capital Management LLC or its affiliates.

(d) "Competing Business" means any business, enterprise, venture, or activity that provides outpatient rehabilitation services (including, without limitation, physical therapy, occupational therapy, or speech-language pathology services) or outpatient behavioral health counseling services, or any substantially similar healthcare services, that competes or would reasonably be expected to compete with the Acquired Business as conducted on the Closing Date. For the avoidance of doubt, the term "Competing Business" includes, without limitation, any multi-site outpatient rehabilitation or behavioral health platform, single-site outpatient therapy clinic, hospital-based outpatient therapy department (to the extent it competes directly with the Acquired Business for the same patient populations and referral sources), or telehealth platform providing the foregoing services within the Restricted Territory.

(e) "Confidential Information" means all non-public, proprietary, or confidential information relating to the Acquired Business, whether in written, oral, electronic, or other form, including, without limitation: (i) patient lists, patient data, patient treatment histories, and patient demographic information; (ii) clinical protocols, treatment methodologies, outcomes data, and quality metrics; (iii) operational procedures, workflow systems, and clinic management practices; (iv) financial information, including revenues, costs, margins, budgets, projections, and forecasts; (v) pricing information, fee schedules, and reimbursement rates; (vi) payor contracts and relationships, including managed-care agreements with payors such as SummitCare Health Plans, Inc. and Medicare and Medicaid enrollment information, credentialing data, and billing practices; (vii) employee information, including compensation data, personnel files, staffing models, and recruitment strategies; (viii) the PeakConnect patient-engagement software platform (United States Registration No. 5,412,887), including all source code, algorithms, user interfaces, data architectures, and related documentation; (ix) business plans, strategic plans, growth initiatives, and expansion targets; (x) marketing strategies, advertising materials, brand positioning, and patient acquisition methodologies; (xi) referral source relationships, including the identity of referring physicians, physician groups, hospitals, skilled nursing facilities, and other healthcare providers; and (xii) trade secrets as defined under applicable federal and state law. Notwithstanding the foregoing, "Confidential Information" shall not include information that: (A) is or becomes generally available to the public other than as a result of a disclosure by Whitfield-Torres or any person acting on her behalf in violation of this Agreement; (B) was available to Whitfield-Torres on a non-confidential basis from a source other than the Purchaser, CPI, or their respective representatives, provided that such source is not known by Whitfield-Torres to be bound by a confidentiality obligation to the Purchaser or CPI; (C) is independently developed by Whitfield-Torres without the use of or reference to any Confidential Information; or (D) is required to be disclosed by applicable law, regulation, governmental order, or legal process, subject to Whitfield-Torres's compliance with the notice requirements of Section 4.1.

(f) "Covered Employees" means all employees of the Acquired Business as of the Closing Date and during the Restricted Period, including, without limitation, the approximately two thousand one hundred (2,100) clinicians and support staff employed by CPI as of the Closing Date, and any persons who become employees of Purchaser or its Affiliates following the Closing Date in connection with the operation of the Acquired Business.

(g) "Covered Payors" means all insurance companies, managed-care organizations, health maintenance organizations, preferred provider organizations, government payors (including, without limitation, the Centers for Medicare & Medicaid Services and state Medicaid agencies), workers' compensation carriers, and other third-party payors with whom the Acquired Business has a contractual or billing relationship as of the Closing Date or at any time during the Restricted Period.

(h) "Earnout Agreement" means the Earnout Agreement dated as of June 30, 2024, by and among Purchaser, CPI, and CPI's shareholders (including Whitfield-Torres), providing for contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) in the aggregate, payable upon the achievement of specified financial and operational milestones during the three (3)-year period following the Closing Date, as more particularly described therein.

(i) "Employment Agreement" means the Employment Agreement dated as of June 30, 2024, by and between Purchaser and Whitfield-Torres, pursuant to which Whitfield-Torres shall serve as Chief Clinical Officer of the Acquired Business for a three (3)-year term commencing on the Closing Date.

(j) "Purchase Agreement" means the Asset Purchase Agreement dated as of April 2, 2024, by and between Purchaser and CPI, as may be amended, supplemented, or modified from time to time.

(k) "Referral Sources" means all physicians, physician groups, physician practices, hospitals, hospital systems, skilled nursing facilities, long-term care facilities, home health agencies, and other healthcare providers that have referred patients to the Acquired Business within the twenty-four (24)-month period preceding the Closing Date or at any time during the Restricted Period.

(l) "Restricted Period" means the period commencing on the Closing Date (June 30, 2024) and ending on the third (3rd) anniversary of the Closing Date (June 30, 2027), as such period may be extended pursuant to Section 6.3 of this Agreement.

(m) "Restricted Territory" means the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky — being the seven (7) states in which CPI operates clinic locations as of the Closing Date.

Section 1.2 — Interpretation. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. Unless the context otherwise requires: (a) references to the singular shall include the plural and vice versa; (b) references to any gender shall include each other gender; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) references to any Section, Article, or Exhibit shall refer to the corresponding Section, Article, or Exhibit of this Agreement; and (f) references to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, supplemented, or modified from time to time. The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement, and shall not affect the construction or interpretation of any provision hereof.

ARTICLE II — NON-COMPETITION

Section 2.1 — Non-Competition Covenant. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person or entity, and whether as an owner, partner, shareholder, member, director, officer, employee, agent, consultant, independent contractor, licensor, licensee, franchisee, joint venturer, investor, lender, or in any other capacity whatsoever:

(a) engage in, carry on, manage, operate, or control any Competing Business within the Restricted Territory;

(b) own, invest in, finance, or acquire any equity, debt, or other financial interest in any Competing Business operating within the Restricted Territory, other than the passive ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that Whitfield-Torres does not otherwise participate in the management, operations, or governance of such entity;

(c) serve as an officer, director, manager, employee, consultant, advisor, or independent contractor of, or otherwise provide services (whether compensated or uncompensated) to, any Competing Business operating within the Restricted Territory;

(d) assist, advise, or encourage any person or entity in establishing, developing, managing, operating, financing, or expanding any Competing Business within the Restricted Territory, including, without limitation, by providing strategic advice, clinical expertise, operational know-how, introductions to referral sources, payors, or patients, or by sharing any Confidential Information; or

(e) license, develop, or assist in the development of any patient-engagement platform, clinical technology, electronic health records system, outcomes-tracking platform, or proprietary clinical methodology that competes with the PeakConnect patient-engagement software platform or any proprietary clinical protocols of the Acquired Business for use within the Restricted Territory.

For the avoidance of doubt, the non-competition covenant set forth in this Section 2.1 shall apply regardless of whether Whitfield-Torres's employment with Purchaser is terminated during the Restricted Period, whether such termination is voluntary or involuntary, and whether such termination is with or without cause.

Section 2.2 — Permitted Activities. Notwithstanding the restrictions set forth in Section 2.1, the covenants contained in this Article II shall not prohibit Whitfield-Torres from:

(a) performing her duties and responsibilities under the Employment Agreement with Purchaser, including any services reasonably requested by Purchaser in connection with the operation, management, or expansion of the Acquired Business;

(b) passive ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that Whitfield-Torres does not otherwise participate in the management, operations, or governance of such entity and does not provide any services, advice, or consultation to such entity;

(c) engaging in charitable, educational, civic, or philanthropic activities, including, without limitation, serving on the boards of non-profit organizations, teaching at accredited educational institutions, or participating in industry conferences in a non-competitive capacity, in each case so long as such activities do not compete with the Acquired Business and do not involve the use or disclosure of any Confidential Information; or

(d) engaging in any activity or business that has been expressly approved in advance in writing by the Purchaser, such approval to be in the Purchaser's sole and absolute discretion.

ARTICLE III — NON-SOLICITATION

Section 3.1 — Non-Solicitation of Employees. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary:

(a) solicit, recruit, hire, engage, or otherwise induce or attempt to induce any Covered Employee to leave the employ of Purchaser or its Affiliates, or to accept employment, an engagement, or a consulting relationship with Whitfield-Torres or with any other person or entity, or encourage, facilitate, or assist any Covered Employee in terminating his or her employment or engagement with Purchaser or its Affiliates; or

(b) assist any person or entity in soliciting, recruiting, hiring, or engaging any Covered Employee, including, without limitation, by identifying Covered Employees for recruitment purposes, providing contact information for Covered Employees, or making introductions between Covered Employees and any prospective employer or engager;

provided, however, that general advertisements of employment opportunities or general job postings (including on internet job boards, social media platforms, or in publications of general circulation) that are not specifically directed at or targeted toward Covered Employees shall not, by themselves, constitute a violation of this Section 3.1. For the avoidance of doubt, this exception shall not apply if Whitfield-Torres or any person acting on her behalf or at her direction takes affirmative steps to bring such general advertisements or job postings to the specific attention of any Covered Employee or otherwise uses such general advertisements or job postings as a pretext for the targeted solicitation of Covered Employees.

Section 3.2 — Non-Solicitation of Patients and Referral Sources. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary:

(a) solicit, divert, or attempt to solicit or divert any patient of the Acquired Business, or any person who was a patient of the Acquired Business at any time during the twelve (12)-month period preceding the Closing Date, to obtain outpatient rehabilitation services or behavioral health counseling services from any Competing Business;

(b) solicit, induce, encourage, or attempt to solicit, induce, or encourage any Referral Source to cease, reduce, or materially alter its referral relationship with the Acquired Business, or to refer patients to any Competing Business in lieu of, or in addition to, the Acquired Business; or

(c) interfere with, disrupt, or attempt to interfere with or disrupt any existing relationship between the Acquired Business and any of its patients, Referral Sources, or Covered Payors, or take any action intended to damage or impair any such relationship.

Section 3.3 — Non-Solicitation of Payors and Business Relationships. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary, solicit, induce, or encourage any Covered Payor (including, without limitation, SummitCare Health Plans, Inc. or any other managed-care organization, government payor, workers' compensation carrier, or third-party payor) or any vendor, supplier, landlord, licensor, technology provider, or other material business partner of the Acquired Business to terminate, reduce, or materially alter its business relationship with the Purchaser or its Affiliates, or to enter into a similar relationship with any Competing Business, or take any action that is intended to damage or impair any such relationship. For purposes of this Section 3.3, a "material business partner" shall include any person or entity with whom the Acquired Business has a contractual relationship involving annual payments or revenues in excess of One Hundred Thousand Dollars ($100,000) as of the Closing Date or at any time during the Restricted Period.

ARTICLE IV — CONFIDENTIALITY

Section 4.1 — Non-Disclosure. During the Restricted Period and for a period of five (5) years following the expiration thereof (i.e., through and including June 30, 2032), Whitfield-Torres shall not, directly or indirectly, use, disclose, publish, disseminate, or otherwise make available any Confidential Information to any person or entity, except:

(a) as reasonably required in the performance of her duties and responsibilities under the Employment Agreement with Purchaser, and then only to persons who have a need to know such information and who are bound by appropriate confidentiality obligations;

(b) with the prior written consent of the Purchaser, which consent may be granted, withheld, conditioned, or revoked in the Purchaser's sole and absolute discretion; or

(c) as required by applicable law, regulation, governmental order, subpoena, civil investigative demand, or other legal process, provided that Whitfield-Torres shall, to the extent permitted by law, provide Purchaser with prompt written notice of such requirement prior to making any such disclosure so that Purchaser may seek a protective order or other appropriate remedy, and provided further that Whitfield-Torres shall cooperate with Purchaser in seeking such protective order or other remedy at Purchaser's cost and expense. If, in the absence of a protective order or other remedy, Whitfield-Torres is nonetheless compelled to disclose Confidential Information, she shall disclose only that portion of the Confidential Information that her legal counsel advises is legally required to be disclosed and shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to such disclosed information.

Whitfield-Torres further agrees that she shall not use any Confidential Information for her own personal benefit or for the benefit of any third party, including, without limitation, for the purpose of establishing, operating, managing, or promoting any Competing Business.

Section 4.2 — Return of Materials. Upon the termination of Whitfield-Torres's employment with Purchaser for any reason, or upon the expiration of the Restricted Period (whichever occurs later), or at any time upon the written request of the Purchaser, Whitfield-Torres shall promptly return to the Purchaser all documents, files, records, data, electronic media, notes, memoranda, correspondence, reports, analyses, presentations, compilations, and all other materials (and all copies thereof, in whatever medium) containing, reflecting, or derived from any Confidential Information that are in her possession, custody, or control. Whitfield-Torres shall also permanently delete or destroy all electronic copies of Confidential Information stored on any personal computer, mobile device, cloud storage service, or other electronic medium owned or controlled by her, and shall, upon request, provide written certification to the Purchaser that she has complied with the requirements of this Section 4.2.

Section 4.3 — Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Whitfield-Torres is hereby notified that:

(a) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal and (ii) does not disclose the trade secret, except pursuant to court order.

Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or to create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Nothing in this Agreement shall be construed to prevent Whitfield-Torres from communicating directly with, cooperating with, or providing information to any federal, state, or local government agency or regulatory authority, including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the U.S. Department of Health and Human Services, or any state attorney general.

ARTICLE V — NON-DISPARAGEMENT

Section 5.1 — Mutual Non-Disparagement. Whitfield-Torres shall not, directly or indirectly, make, publish, or communicate any statement, remark, or comment, whether oral or written, that disparages, defames, or reflects negatively upon the Purchaser, its Affiliates, the Acquired Business, or any of their respective officers, directors, employees, agents, products, services, operations, or business practices. The Purchaser shall instruct its officers and directors not to make, publish, or communicate any statement, remark, or comment, whether oral or written, that disparages, defames, or reflects negatively upon Whitfield-Torres.

Notwithstanding the foregoing, nothing in this Section 5.1 shall prohibit either Party from: (a) making truthful statements in response to legal process, governmental inquiry, or regulatory examination; (b) making truthful statements as may be required by applicable law, regulation, or the rules of any securities exchange; (c) making truthful statements in connection with the enforcement of rights under this Agreement, the Purchase Agreement, the Employment Agreement, or the Earnout Agreement; or (d) communicating in good faith with any governmental authority, regulatory agency, or law enforcement official regarding any matter within such authority's or agency's jurisdiction.

ARTICLE VI — ENFORCEMENT AND REMEDIES

Section 6.1 — Acknowledgments. Whitfield-Torres acknowledges and agrees that:

(a) The restrictive covenants contained in this Agreement, including, without limitation, the non-competition, non-solicitation, and confidentiality covenants, are reasonable in scope, duration, and geographic extent and are necessary to protect the legitimate business interests of the Purchaser, including the goodwill, customer and patient relationships, referral source relationships, payor relationships, employee relationships, Confidential Information, and trade secrets acquired by the Purchaser in connection with the transactions contemplated by the Purchase Agreement.

(b) The Purchaser has paid substantial consideration for the Acquired Business, including a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), and Whitfield-Torres has received and will receive substantial consideration as an eighteen percent (18%) shareholder of CPI, including her pro rata share of the base purchase price, in addition to the benefits of continued employment under the Employment Agreement and the opportunity to receive contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) in the aggregate under the Earnout Agreement. Such consideration is adequate and independent consideration for the restrictive covenants contained herein.

(c) Whitfield-Torres's skills, education, professional experience, clinical expertise, professional licenses, and industry relationships are such that she could readily obtain employment or engage in business activities outside the scope of the restrictive covenants contained herein and outside the Restricted Territory without undue hardship, and the enforcement of the restrictive covenants will not impose an undue burden on Whitfield-Torres or deprive her of the ability to earn a livelihood.

(d) Any breach or threatened breach by Whitfield-Torres of any of the restrictive covenants contained in this Agreement would cause immediate and irreparable harm to the Purchaser and the Acquired Business that cannot be adequately compensated by monetary damages alone, and that the Purchaser would be entitled to equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law or in equity.

Section 6.2 — Injunctive Relief. In recognition of the irreparable harm that would result from any breach or threatened breach of the restrictive covenants contained in this Agreement, the Purchaser shall be entitled to seek and obtain temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, and any other equitable relief available from any court of competent jurisdiction, without the necessity of proving actual damages, without the requirement of posting any bond, surety, or other security (or, if a bond is required by applicable law, then upon the posting of a nominal bond), and without the need to demonstrate that monetary damages would be inadequate. The Parties agree that the availability of injunctive relief and other equitable remedies is essential to protect the Purchaser's legitimate business interests and the value of the Acquired Business.

Section 6.3 — Extension of Restricted Period (Tolling). If Whitfield-Torres breaches any of the covenants contained in Article II or Article III of this Agreement, the Restricted Period shall automatically be extended by a period of time equal to the duration of the breach, measured from the date such breach commenced through the date such breach is cured or permanently enjoined by a court of competent jurisdiction. The tolling provision set forth in this Section 6.3 is intended to ensure that the Purchaser receives the full benefit of the restrictive covenants for the agreed-upon duration and shall be in addition to, and not in lieu of, any other remedy available to the Purchaser under this Agreement or applicable law.

Section 6.4 — Judicial Modification (Blue Pencil). If any court of competent jurisdiction determines that any provision of this Agreement is unenforceable because it is overbroad or unreasonable in scope, duration, geographic extent, or otherwise, such court shall have the power and authority to reform, modify, or "blue pencil" such provision to the maximum extent enforceable under applicable law, and the Parties hereby request and agree that the court shall exercise such power to reform, modify, or reduce such provision to the narrowest scope, shortest duration, or smallest geographic area that such court determines to be reasonable and enforceable. The Tennessee blue-pencil doctrine shall apply to the interpretation and enforcement of the restrictive covenants contained herein. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the validity or enforceability of any other provision, and each provision shall be independently enforceable to the fullest extent permitted by applicable law.

Section 6.5 — Cumulative Remedies. The rights and remedies of the Purchaser under this Agreement are cumulative and not exclusive of any other rights or remedies available to the Purchaser at law, in equity, or under any other agreement or instrument. The pursuit of any particular remedy by the Purchaser, including the pursuit of injunctive relief or specific performance, shall not preclude the Purchaser from simultaneously or subsequently seeking any other remedy, including monetary damages (whether compensatory, consequential, or punitive, to the extent permitted by applicable law), recovery of the consideration allocable to this Agreement, or any other relief available at law or in equity. No election of remedies by the Purchaser shall constitute a waiver of any other available remedy.

Section 6.6 — Forfeiture of Earnout. Notwithstanding anything to the contrary contained in the Earnout Agreement or any other agreement between the Parties, in the event of a material breach by Whitfield-Torres of any restrictive covenant contained in this Agreement (including, without limitation, the non-competition, non-solicitation, and confidentiality covenants set forth in Articles II, III, and IV), the Purchaser shall have the right, in its sole and absolute discretion, to offset any amounts otherwise payable to Whitfield-Torres under the Earnout Agreement against any damages, losses, costs, or expenses arising from or related to such material breach, subject to and in accordance with the dispute resolution provisions set forth in the Earnout Agreement. The exercise of the Purchaser's offset rights under this Section 6.6 shall not limit or impair the Purchaser's right to seek any other remedy available under this Agreement or applicable law.

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations of Whitfield-Torres. Whitfield-Torres hereby represents and warrants to the Purchaser as follows:

(a) Capacity. She has full legal capacity to enter into and perform her obligations under this Agreement, and no further consent, approval, or authorization of any person or entity is required in connection with her execution, delivery, and performance of this Agreement.

(b) No Conflict. The execution, delivery, and performance by Whitfield-Torres of this Agreement does not and will not (i) violate, conflict with, or result in a breach of any provision of any agreement, contract, instrument, order, judgment, decree, or obligation to which she is a party or by which she is bound, or (ii) require the consent, approval, or authorization of any person or entity, or any filing with or notice to any governmental authority.

(c) Opportunity to Consult Counsel. She has had the opportunity to consult with independent legal counsel of her own choosing prior to executing this Agreement and has either consulted with such counsel or voluntarily elected not to do so. She has been advised of her right to seek independent legal advice and has had adequate time to review and consider the terms and conditions of this Agreement.

(d) Voluntary Execution. She has carefully read and fully understands each and every provision of this Agreement and enters into this Agreement freely, voluntarily, and without duress, coercion, or undue influence. She is not relying upon any representations, warranties, or promises made by the Purchaser, its Affiliates, or their respective counsel, other than those expressly set forth in this Agreement.

(e) No Existing Conflicts. She has no existing business interests, investments, consulting arrangements, employment relationships, or other commitments or obligations that would constitute a violation of any provision of this Agreement as of the date hereof.

Section 7.2 — Representations of Purchaser. The Purchaser hereby represents and warrants to Whitfield-Torres that it has full corporate power and authority to enter into and perform its obligations under this Agreement, and that this Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser, including any required approval of its Board of Directors. The execution, delivery, and performance by the Purchaser of this Agreement does not and will not violate, conflict with, or result in a breach of any provision of the Purchaser's certificate of incorporation, bylaws, or other organizational documents, or any agreement, contract, or instrument to which the Purchaser is a party or by which it is bound.

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Term. This Agreement shall become effective as of the Closing Date (June 30, 2024) and shall continue in full force and effect until the later of: (a) the expiration of the Restricted Period, as the same may be extended pursuant to Section 6.3 (June 30, 2027, absent any extension); or (b) the expiration of the confidentiality obligations set forth in Section 4.1 (i.e., five (5) years after the expiration of the Restricted Period, or June 30, 2032, absent any extension of the Restricted Period). Notwithstanding the foregoing, the rights and obligations of the Parties under this Agreement that, by their nature, are intended to survive the expiration or termination of this Agreement (including, without limitation, the confidentiality obligations, the non-disparagement obligations, the enforcement and remedies provisions, and the general provisions set forth herein) shall survive in accordance with their respective terms.

Section 8.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee, without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Tennessee. Each Party acknowledges that the State of Tennessee has a substantial relationship to the Parties and the transactions contemplated by this Agreement, as CPI is headquartered in Tennessee, the majority of the Acquired Business's clinic locations are located in Tennessee, and Whitfield-Torres resides in Tennessee.

Section 8.3 — Jurisdiction and Venue. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Davidson County, Tennessee for the purposes of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court, and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Whitfield-Torres specifically waives any defense of improper venue, inconvenient forum, lack of personal jurisdiction, or sufficiency of process in connection with any such suit, action, or proceeding. Each Party agrees that service of process may be made in any manner permitted by applicable law.

Section 8.4 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Employment Agreement, and the Earnout Agreement, and any exhibits, schedules, or annexes attached hereto or thereto, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, and commitments, whether oral or written, with respect to such subject matter. No Party shall be bound by any prior or contemporaneous oral or written agreements, representations, or promises not expressly set forth in this Agreement.

Section 8.5 — Amendment and Waiver. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective or binding upon any Party unless made in writing and signed by both the Purchaser and Whitfield-Torres. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any breach or default hereunder shall constitute a waiver of any subsequent breach or default or a waiver of any other provision of this Agreement.

Section 8.6 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force and effect. Upon any determination that any provision is invalid, illegal, void, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the intent of the Parties as expressed in this Agreement.

Section 8.7 — Assignment. The Purchaser may freely assign this Agreement, and all of its rights, interests, and obligations hereunder, in whole or in part, to any Affiliate of the Purchaser or to any successor in interest to the Purchaser or the Acquired Business (whether by merger, consolidation, sale of assets, reorganization, or otherwise), without the prior consent of Whitfield-Torres, and any such assignee shall be entitled to enforce the provisions of this Agreement as if it were a party hereto. Whitfield-Torres may not assign this Agreement or any of her rights or obligations hereunder, in whole or in part, without the prior written consent of the Purchaser. Any attempted assignment by Whitfield-Torres in violation of this Section 8.7 shall be null and void and of no force or effect.

Section 8.8 — 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: (a) when delivered by hand (with written confirmation of receipt); (b) when sent by certified or registered mail, return receipt requested, postage prepaid; or (c) when sent by a nationally recognized overnight courier service (with written confirmation of receipt), in each case addressed as follows:

If to the Purchaser:

Ardent Healthcare Acquisition Corp. c/o Ardent Capital Management LLC 590 Madison Avenue, 34th Floor New York, NY 10022

Attention: Priya Mehta-Sullivan, Partner

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP One World Financial Center 200 Liberty Street, 40th Floor New York, NY 10281

Attention: Beatrice Holloway, Partner

If to Whitfield-Torres:

Elaine Whitfield-Torres At the home address on file with Purchaser Nashville, Tennessee

with a copy (which shall not constitute notice) to:

Barrow, Kensington & Pratt LLP 1201 Demonbreun Street, Suite 1800 Nashville, TN 37203

Attention: Catherine Barrow

Either Party may change its address for purposes of this Section 8.8 by giving written notice of such change to the other Party in accordance with the provisions of this Section 8.8. Notices shall be deemed received on the date of delivery (if by hand or overnight courier) or on the fifth (5th) business day following the date of mailing (if by certified or registered mail).

Section 8.9 — 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. Counterparts may be delivered by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.Brightwater Software.com), or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

Section 8.10 — No Third-Party Beneficiaries. Except for the Affiliates of the Purchaser (including Ardent Capital Partners III LP and Ardent Capital Management LLC), who are intended third-party beneficiaries of this Agreement and shall be entitled to enforce the provisions hereof as if they were parties hereto, this Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns and does not create, and shall not be construed to create, any rights, claims, or causes of action in favor of any other person or entity.

Section 8.11 — Relationship to Other Agreements. The restrictive covenants contained in this Agreement are in addition to, and not in lieu of, any restrictive covenants, confidentiality obligations, or other similar restrictions contained in the Employment Agreement, the Purchase Agreement, or any other agreement between the Parties or to which Whitfield-Torres is a party. The Parties acknowledge and agree that the restrictive covenants contained in this Agreement and any restrictive covenants contained in the Employment Agreement, the Purchase Agreement, or any other agreement are intended to be cumulative and complementary. In the event of any conflict or inconsistency between the restrictive covenants contained in this Agreement and the restrictive covenants contained in any other agreement, the more restrictive provision (i.e., the provision providing the Purchaser with the broadest protection) shall control and shall be enforceable to the fullest extent permitted by applicable law.

Section 8.12 — Attorneys' Fees. In any action, suit, or proceeding brought to enforce any provision of this Agreement or arising out of or relating to any breach or threatened breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including, without limitation, expert witness fees, court costs, and expenses of investigation and litigation) from the non-prevailing party, in addition to any other relief to which such prevailing party may be entitled.

Section 8.13 — Survival. The obligations and covenants of Whitfield-Torres under Articles II (Non-Competition), III (Non-Solicitation), IV (Confidentiality), and V (Non-Disparagement) shall survive the termination of Whitfield-Torres's employment with the Purchaser for any reason, whether voluntary or involuntary, and whether with or without cause, and shall remain in full force and effect and fully enforceable for the full duration of the Restricted Period (as the same may be extended pursuant to Section 6.3) and, with respect to the confidentiality obligations set forth in Section 4.1, for the period specified therein. The survival of such obligations shall not be affected by any claim or defense that Whitfield-Torres may assert with respect to her termination of employment, including, without limitation, any claim for wrongful termination, breach of the Employment Agreement, or constructive discharge.

[Remainder of Page Intentionally Left Blank — Signature Page Follows]

SIGNATURE PAGE TO NON-COMPETITION AND NON-SOLICITATION AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first written above.

ARDENT HEALTHCARE ACQUISITION CORP.

By: ________

Name: Connor Briggs

Title: Vice President

(acting on behalf of Purchaser pursuant to authorization from the Board of Directors dated June 28, 2024)

Date: ________

ELAINE WHITFIELD-TORRES

________________________________________

Elaine Whitfield-Torres, Individually

Date: ________

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Dated as of June 30, 2024
This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of June 30, 2024 (the "Closing Date," as defined in the Purchase Agreement referenced below), by and between:
ARDENT HEALTHCARE ACQUISITION CORP., a Delaware corporation (the "Purchaser"), with a registered address at c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, DE 19801; and
ELAINE WHITFIELD-TORRES, an individual residing in the State of Tennessee (the "Restricted Party").
The Purchaser and the Restricted Party are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement is entered into in connection with that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "Purchase Agreement"), by and between Ardent Healthcare Acquisition Corp. and Cardinal Peak Industries, Inc., a Delaware corporation ("CPI"), pursuant to which the Purchaser has agreed to acquire substantially all of the assets of CPI on the terms and conditions set forth therein.
RECITALS
WHEREAS, Ardent Healthcare Acquisition Corp. has acquired substantially all of the assets of Cardinal Peak Industries, Inc. ("CPI"), a Delaware corporation headquartered at 8400 Crescent Ridge Parkway, Suite 200, Nashville, TN 37215, pursuant to the Asset Purchase Agreement dated as of April 2, 2024, for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to customary purchase price adjustments as set forth therein;
WHEREAS, CPI operates thirty-seven (37) outpatient rehabilitation and behavioral health facilities across seven (7) states — Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky — providing physical therapy, occupational therapy, speech-language pathology, and outpatient behavioral health counseling services to patients throughout such states;
WHEREAS, Elaine Whitfield-Torres is the Co-Founder and Chief Clinical Officer of CPI and holds eighteen percent (18%) of the outstanding shares of common stock of CPI immediately prior to the closing of the transactions contemplated by the Purchase Agreement;
WHEREAS, as a co-founder, significant shareholder, and senior executive of CPI, Whitfield-Torres possesses extensive and intimate knowledge of the business, operations, and affairs of CPI, including, without limitation, Confidential Information (as defined below), trade secrets, proprietary clinical methodologies, patient relationships, payor relationships, clinical protocols, referral source relationships, and employee relationships, all of which are critical to the value of the business being acquired by the Purchaser;
WHEREAS, Whitfield-Torres is receiving substantial consideration as a direct result of the consummation of the transactions contemplated by the Purchase Agreement, including her pro rata share (eighteen percent (18%)) of the base purchase price payable to CPI's shareholders at closing, and the opportunity to receive additional contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) in the aggregate under the Earnout Agreement (as defined below), all of which constitute adequate and independent consideration for the restrictive covenants contained herein;
WHEREAS, Whitfield-Torres is simultaneously entering into a post-closing Employment Agreement with Purchaser, effective as of the Closing Date, to serve as Chief Clinical Officer for a three (3)-year term commencing on June 30, 2024, which Employment Agreement provides for a base salary, performance bonuses, and other benefits, all of which constitute additional consideration for the covenants set forth herein;
WHEREAS, Purchaser would not have entered into the Purchase Agreement and would not have consummated the acquisition of the Acquired Business without Whitfield-Torres's agreement to the restrictive covenants set forth herein, and such restrictive covenants were a condition precedent to the Purchaser's obligation to consummate the transactions contemplated by the Purchase Agreement;
WHEREAS, the restrictive covenants contained herein are a material inducement to Purchaser to consummate the transactions contemplated by the Purchase Agreement and are supported by adequate and independent consideration, including the substantial payments to be received by Whitfield-Torres as a shareholder of CPI, the earnout opportunity, and the benefits of continued employment with Purchaser; and
WHEREAS, Whitfield-Torres acknowledges that the restrictive covenants set forth herein are reasonable and necessary to protect the legitimate business interests of the Purchaser, including the goodwill acquired in connection with the transaction, and that she enters into this Agreement freely and voluntarily.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, the consummation of the transactions contemplated by the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Acquired Business" means the business of operating outpatient rehabilitation and behavioral health clinics as conducted by CPI immediately prior to the Closing Date, including all thirty-seven (37) clinic locations across the States of Tennessee (fourteen (14) locations), Georgia (eight (8) locations), North Carolina (five (5) locations), South Carolina (four (4) locations), Alabama (three (3) locations), Virginia (two (2) locations), and Kentucky (one (1) location), and all services related thereto, including, without limitation, the provision of physical therapy, occupational therapy, speech-language pathology, and outpatient behavioral health counseling services, together with all ancillary and support functions associated with the foregoing.
(b) "Affiliate" means, with respect to any person or entity, any other person or entity that, directly or indirectly, controls, is controlled by, or is under common control with such person or entity. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" as applied to the Purchaser shall specifically include Ardent Capital Partners III LP, a Delaware limited partnership, and Ardent Capital Management LLC, a Delaware limited liability company and general partner of Ardent Capital Partners III LP, and any portfolio company or fund managed by Ardent Capital Management LLC or its affiliates.
(c) "Closing Date" means June 30, 2024.
(d) "Competing Business" means any business, enterprise, venture, or activity that provides outpatient rehabilitation services (including, without limitation, physical therapy, occupational therapy, or speech-language pathology services) or outpatient behavioral health counseling services, or any substantially similar healthcare services, that competes or would reasonably be expected to compete with the Acquired Business as conducted on the Closing Date. For the avoidance of doubt, the term "Competing Business" includes, without limitation, any multi-site outpatient rehabilitation or behavioral health platform, single-site outpatient therapy clinic, hospital-based outpatient therapy department (to the extent it competes directly with the Acquired Business for the same patient populations and referral sources), or telehealth platform providing the foregoing services within the Restricted Territory.
(e) "Confidential Information" means all non-public, proprietary, or confidential information relating to the Acquired Business, whether in written, oral, electronic, or other form, including, without limitation: (i) patient lists, patient data, patient treatment histories, and patient demographic information; (ii) clinical protocols, treatment methodologies, outcomes data, and quality metrics; (iii) operational procedures, workflow systems, and clinic management practices; (iv) financial information, including revenues, costs, margins, budgets, projections, and forecasts; (v) pricing information, fee schedules, and reimbursement rates; (vi) payor contracts and relationships, including managed-care agreements with payors such as SummitCare Health Plans, Inc. and Medicare and Medicaid enrollment information, credentialing data, and billing practices; (vii) employee information, including compensation data, personnel files, staffing models, and recruitment strategies; (viii) the PeakConnect patient-engagement software platform (United States Registration No. 5,412,887), including all source code, algorithms, user interfaces, data architectures, and related documentation; (ix) business plans, strategic plans, growth initiatives, and expansion targets; (x) marketing strategies, advertising materials, brand positioning, and patient acquisition methodologies; (xi) referral source relationships, including the identity of referring physicians, physician groups, hospitals, skilled nursing facilities, and other healthcare providers; and (xii) trade secrets as defined under applicable federal and state law. Notwithstanding the foregoing, "Confidential Information" shall not include information that: (A) is or becomes generally available to the public other than as a result of a disclosure by Whitfield-Torres or any person acting on her behalf in violation of this Agreement; (B) was available to Whitfield-Torres on a non-confidential basis from a source other than the Purchaser, CPI, or their respective representatives, provided that such source is not known by Whitfield-Torres to be bound by a confidentiality obligation to the Purchaser or CPI; (C) is independently developed by Whitfield-Torres without the use of or reference to any Confidential Information; or (D) is required to be disclosed by applicable law, regulation, governmental order, or legal process, subject to Whitfield-Torres's compliance with the notice requirements of Section 4.1.
(f) "Covered Employees" means all employees of the Acquired Business as of the Closing Date and during the Restricted Period, including, without limitation, the approximately two thousand one hundred (2,100) clinicians and support staff employed by CPI as of the Closing Date, and any persons who become employees of Purchaser or its Affiliates following the Closing Date in connection with the operation of the Acquired Business.
(g) "Covered Payors" means all insurance companies, managed-care organizations, health maintenance organizations, preferred provider organizations, government payors (including, without limitation, the Centers for Medicare & Medicaid Services and state Medicaid agencies), workers' compensation carriers, and other third-party payors with whom the Acquired Business has a contractual or billing relationship as of the Closing Date or at any time during the Restricted Period.
(h) "Earnout Agreement" means the Earnout Agreement dated as of June 30, 2024, by and among Purchaser, CPI, and CPI's shareholders (including Whitfield-Torres), providing for contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) in the aggregate, payable upon the achievement of specified financial and operational milestones during the three (3)-year period following the Closing Date, as more particularly described therein.
(i) "Employment Agreement" means the Employment Agreement dated as of June 30, 2024, by and between Purchaser and Whitfield-Torres, pursuant to which Whitfield-Torres shall serve as Chief Clinical Officer of the Acquired Business for a three (3)-year term commencing on the Closing Date.
(j) "Purchase Agreement" means the Asset Purchase Agreement dated as of April 2, 2024, by and between Purchaser and CPI, as may be amended, supplemented, or modified from time to time.
(k) "Referral Sources" means all physicians, physician groups, physician practices, hospitals, hospital systems, skilled nursing facilities, long-term care facilities, home health agencies, and other healthcare providers that have referred patients to the Acquired Business within the twenty-four (24)-month period preceding the Closing Date or at any time during the Restricted Period.
(l) "Restricted Period" means the period commencing on the Closing Date (June 30, 2024) and ending on the third (3rd) anniversary of the Closing Date (June 30, 2027), as such period may be extended pursuant to Section 6.3 of this Agreement.
(m) "Restricted Territory" means the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky — being the seven (7) states in which CPI operates clinic locations as of the Closing Date.
Section 1.2 — Interpretation. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement. Unless the context otherwise requires: (a) references to the singular shall include the plural and vice versa; (b) references to any gender shall include each other gender; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) references to any Section, Article, or Exhibit shall refer to the corresponding Section, Article, or Exhibit of this Agreement; and (f) references to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, supplemented, or modified from time to time. The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement, and shall not affect the construction or interpretation of any provision hereof.
ARTICLE II — NON-COMPETITION
Section 2.1 — Non-Competition Covenant. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person or entity, and whether as an owner, partner, shareholder, member, director, officer, employee, agent, consultant, independent contractor, licensor, licensee, franchisee, joint venturer, investor, lender, or in any other capacity whatsoever:
(a) engage in, carry on, manage, operate, or control any Competing Business within the Restricted Territory;
(b) own, invest in, finance, or acquire any equity, debt, or other financial interest in any Competing Business operating within the Restricted Territory, other than the passive ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that Whitfield-Torres does not otherwise participate in the management, operations, or governance of such entity;
(c) serve as an officer, director, manager, employee, consultant, advisor, or independent contractor of, or otherwise provide services (whether compensated or uncompensated) to, any Competing Business operating within the Restricted Territory;
(d) assist, advise, or encourage any person or entity in establishing, developing, managing, operating, financing, or expanding any Competing Business within the Restricted Territory, including, without limitation, by providing strategic advice, clinical expertise, operational know-how, introductions to referral sources, payors, or patients, or by sharing any Confidential Information; or
(e) license, develop, or assist in the development of any patient-engagement platform, clinical technology, electronic health records system, outcomes-tracking platform, or proprietary clinical methodology that competes with the PeakConnect patient-engagement software platform or any proprietary clinical protocols of the Acquired Business for use within the Restricted Territory.
For the avoidance of doubt, the non-competition covenant set forth in this Section 2.1 shall apply regardless of whether Whitfield-Torres's employment with Purchaser is terminated during the Restricted Period, whether such termination is voluntary or involuntary, and whether such termination is with or without cause.
Section 2.2 — Permitted Activities. Notwithstanding the restrictions set forth in Section 2.1, the covenants contained in this Article II shall not prohibit Whitfield-Torres from:
(a) performing her duties and responsibilities under the Employment Agreement with Purchaser, including any services reasonably requested by Purchaser in connection with the operation, management, or expansion of the Acquired Business;
(b) passive ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that Whitfield-Torres does not otherwise participate in the management, operations, or governance of such entity and does not provide any services, advice, or consultation to such entity;
(c) engaging in charitable, educational, civic, or philanthropic activities, including, without limitation, serving on the boards of non-profit organizations, teaching at accredited educational institutions, or participating in industry conferences in a non-competitive capacity, in each case so long as such activities do not compete with the Acquired Business and do not involve the use or disclosure of any Confidential Information; or
(d) engaging in any activity or business that has been expressly approved in advance in writing by the Purchaser, such approval to be in the Purchaser's sole and absolute discretion.
ARTICLE III — NON-SOLICITATION
Section 3.1 — Non-Solicitation of Employees. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary:
(a) solicit, recruit, hire, engage, or otherwise induce or attempt to induce any Covered Employee to leave the employ of Purchaser or its Affiliates, or to accept employment, an engagement, or a consulting relationship with Whitfield-Torres or with any other person or entity, or encourage, facilitate, or assist any Covered Employee in terminating his or her employment or engagement with Purchaser or its Affiliates; or
(b) assist any person or entity in soliciting, recruiting, hiring, or engaging any Covered Employee, including, without limitation, by identifying Covered Employees for recruitment purposes, providing contact information for Covered Employees, or making introductions between Covered Employees and any prospective employer or engager;
provided, however, that general advertisements of employment opportunities or general job postings (including on internet job boards, social media platforms, or in publications of general circulation) that are not specifically directed at or targeted toward Covered Employees shall not, by themselves, constitute a violation of this Section 3.1. For the avoidance of doubt, this exception shall not apply if Whitfield-Torres or any person acting on her behalf or at her direction takes affirmative steps to bring such general advertisements or job postings to the specific attention of any Covered Employee or otherwise uses such general advertisements or job postings as a pretext for the targeted solicitation of Covered Employees.
Section 3.2 — Non-Solicitation of Patients and Referral Sources. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary:
(a) solicit, divert, or attempt to solicit or divert any patient of the Acquired Business, or any person who was a patient of the Acquired Business at any time during the twelve (12)-month period preceding the Closing Date, to obtain outpatient rehabilitation services or behavioral health counseling services from any Competing Business;
(b) solicit, induce, encourage, or attempt to solicit, induce, or encourage any Referral Source to cease, reduce, or materially alter its referral relationship with the Acquired Business, or to refer patients to any Competing Business in lieu of, or in addition to, the Acquired Business; or
(c) interfere with, disrupt, or attempt to interfere with or disrupt any existing relationship between the Acquired Business and any of its patients, Referral Sources, or Covered Payors, or take any action intended to damage or impair any such relationship.
Section 3.3 — Non-Solicitation of Payors and Business Relationships. During the Restricted Period, Whitfield-Torres shall not, directly or indirectly, whether individually or through any other person, entity, agent, or intermediary, solicit, induce, or encourage any Covered Payor (including, without limitation, SummitCare Health Plans, Inc. or any other managed-care organization, government payor, workers' compensation carrier, or third-party payor) or any vendor, supplier, landlord, licensor, technology provider, or other material business partner of the Acquired Business to terminate, reduce, or materially alter its business relationship with the Purchaser or its Affiliates, or to enter into a similar relationship with any Competing Business, or take any action that is intended to damage or impair any such relationship. For purposes of this Section 3.3, a "material business partner" shall include any person or entity with whom the Acquired Business has a contractual relationship involving annual payments or revenues in excess of One Hundred Thousand Dollars ($100,000) as of the Closing Date or at any time during the Restricted Period.
ARTICLE IV — CONFIDENTIALITY
Section 4.1 — Non-Disclosure. During the Restricted Period and for a period of five (5) years following the expiration thereof (i.e., through and including June 30, 2032), Whitfield-Torres shall not, directly or indirectly, use, disclose, publish, disseminate, or otherwise make available any Confidential Information to any person or entity, except:
(a) as reasonably required in the performance of her duties and responsibilities under the Employment Agreement with Purchaser, and then only to persons who have a need to know such information and who are bound by appropriate confidentiality obligations;
(b) with the prior written consent of the Purchaser, which consent may be granted, withheld, conditioned, or revoked in the Purchaser's sole and absolute discretion; or
(c) as required by applicable law, regulation, governmental order, subpoena, civil investigative demand, or other legal process, provided that Whitfield-Torres shall, to the extent permitted by law, provide Purchaser with prompt written notice of such requirement prior to making any such disclosure so that Purchaser may seek a protective order or other appropriate remedy, and provided further that Whitfield-Torres shall cooperate with Purchaser in seeking such protective order or other remedy at Purchaser's cost and expense. If, in the absence of a protective order or other remedy, Whitfield-Torres is nonetheless compelled to disclose Confidential Information, she shall disclose only that portion of the Confidential Information that her legal counsel advises is legally required to be disclosed and shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to such disclosed information.
Whitfield-Torres further agrees that she shall not use any Confidential Information for her own personal benefit or for the benefit of any third party, including, without limitation, for the purpose of establishing, operating, managing, or promoting any Competing Business.
Section 4.2 — Return of Materials. Upon the termination of Whitfield-Torres's employment with Purchaser for any reason, or upon the expiration of the Restricted Period (whichever occurs later), or at any time upon the written request of the Purchaser, Whitfield-Torres shall promptly return to the Purchaser all documents, files, records, data, electronic media, notes, memoranda, correspondence, reports, analyses, presentations, compilations, and all other materials (and all copies thereof, in whatever medium) containing, reflecting, or derived from any Confidential Information that are in her possession, custody, or control. Whitfield-Torres shall also permanently delete or destroy all electronic copies of Confidential Information stored on any personal computer, mobile device, cloud storage service, or other electronic medium owned or controlled by her, and shall, upon request, provide written certification to the Purchaser that she has complied with the requirements of this Section 4.2.
Section 4.3 — Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Whitfield-Torres is hereby notified that:
(a) An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal and (ii) does not disclose the trade secret, except pursuant to court order.
Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or to create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Nothing in this Agreement shall be construed to prevent Whitfield-Torres from communicating directly with, cooperating with, or providing information to any federal, state, or local government agency or regulatory authority, including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Department of Justice, the U.S. Department of Health and Human Services, or any state attorney general.
ARTICLE V — NON-DISPARAGEMENT
Section 5.1 — Mutual Non-Disparagement. Whitfield-Torres shall not, directly or indirectly, make, publish, or communicate any statement, remark, or comment, whether oral or written, that disparages, defames, or reflects negatively upon the Purchaser, its Affiliates, the Acquired Business, or any of their respective officers, directors, employees, agents, products, services, operations, or business practices. The Purchaser shall instruct its officers and directors not to make, publish, or communicate any statement, remark, or comment, whether oral or written, that disparages, defames, or reflects negatively upon Whitfield-Torres.
Notwithstanding the foregoing, nothing in this Section 5.1 shall prohibit either Party from: (a) making truthful statements in response to legal process, governmental inquiry, or regulatory examination; (b) making truthful statements as may be required by applicable law, regulation, or the rules of any securities exchange; (c) making truthful statements in connection with the enforcement of rights under this Agreement, the Purchase Agreement, the Employment Agreement, or the Earnout Agreement; or (d) communicating in good faith with any governmental authority, regulatory agency, or law enforcement official regarding any matter within such authority's or agency's jurisdiction.
ARTICLE VI — ENFORCEMENT AND REMEDIES
Section 6.1 — Acknowledgments. Whitfield-Torres acknowledges and agrees that:
(a) The restrictive covenants contained in this Agreement, including, without limitation, the non-competition, non-solicitation, and confidentiality covenants, are reasonable in scope, duration, and geographic extent and are necessary to protect the legitimate business interests of the Purchaser, including the goodwill, customer and patient relationships, referral source relationships, payor relationships, employee relationships, Confidential Information, and trade secrets acquired by the Purchaser in connection with the transactions contemplated by the Purchase Agreement.
(b) The Purchaser has paid substantial consideration for the Acquired Business, including a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), and Whitfield-Torres has received and will receive substantial consideration as an eighteen percent (18%) shareholder of CPI, including her pro rata share of the base purchase price, in addition to the benefits of continued employment under the Employment Agreement and the opportunity to receive contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) in the aggregate under the Earnout Agreement. Such consideration is adequate and independent consideration for the restrictive covenants contained herein.
(c) Whitfield-Torres's skills, education, professional experience, clinical expertise, professional licenses, and industry relationships are such that she could readily obtain employment or engage in business activities outside the scope of the restrictive covenants contained herein and outside the Restricted Territory without undue hardship, and the enforcement of the restrictive covenants will not impose an undue burden on Whitfield-Torres or deprive her of the ability to earn a livelihood.
(d) Any breach or threatened breach by Whitfield-Torres of any of the restrictive covenants contained in this Agreement would cause immediate and irreparable harm to the Purchaser and the Acquired Business that cannot be adequately compensated by monetary damages alone, and that the Purchaser would be entitled to equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law or in equity.
Section 6.2 — Injunctive Relief. In recognition of the irreparable harm that would result from any breach or threatened breach of the restrictive covenants contained in this Agreement, the Purchaser shall be entitled to seek and obtain temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, and any other equitable relief available from any court of competent jurisdiction, without the necessity of proving actual damages, without the requirement of posting any bond, surety, or other security (or, if a bond is required by applicable law, then upon the posting of a nominal bond), and without the need to demonstrate that monetary damages would be inadequate. The Parties agree that the availability of injunctive relief and other equitable remedies is essential to protect the Purchaser's legitimate business interests and the value of the Acquired Business.
Section 6.3 — Extension of Restricted Period (Tolling). If Whitfield-Torres breaches any of the covenants contained in Article II or Article III of this Agreement, the Restricted Period shall automatically be extended by a period of time equal to the duration of the breach, measured from the date such breach commenced through the date such breach is cured or permanently enjoined by a court of competent jurisdiction. The tolling provision set forth in this Section 6.3 is intended to ensure that the Purchaser receives the full benefit of the restrictive covenants for the agreed-upon duration and shall be in addition to, and not in lieu of, any other remedy available to the Purchaser under this Agreement or applicable law.
Section 6.4 — Judicial Modification (Blue Pencil). If any court of competent jurisdiction determines that any provision of this Agreement is unenforceable because it is overbroad or unreasonable in scope, duration, geographic extent, or otherwise, such court shall have the power and authority to reform, modify, or "blue pencil" such provision to the maximum extent enforceable under applicable law, and the Parties hereby request and agree that the court shall exercise such power to reform, modify, or reduce such provision to the narrowest scope, shortest duration, or smallest geographic area that such court determines to be reasonable and enforceable. The Tennessee blue-pencil doctrine shall apply to the interpretation and enforcement of the restrictive covenants contained herein. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the validity or enforceability of any other provision, and each provision shall be independently enforceable to the fullest extent permitted by applicable law.
Section 6.5 — Cumulative Remedies. The rights and remedies of the Purchaser under this Agreement are cumulative and not exclusive of any other rights or remedies available to the Purchaser at law, in equity, or under any other agreement or instrument. The pursuit of any particular remedy by the Purchaser, including the pursuit of injunctive relief or specific performance, shall not preclude the Purchaser from simultaneously or subsequently seeking any other remedy, including monetary damages (whether compensatory, consequential, or punitive, to the extent permitted by applicable law), recovery of the consideration allocable to this Agreement, or any other relief available at law or in equity. No election of remedies by the Purchaser shall constitute a waiver of any other available remedy.
Section 6.6 — Forfeiture of Earnout. Notwithstanding anything to the contrary contained in the Earnout Agreement or any other agreement between the Parties, in the event of a material breach by Whitfield-Torres of any restrictive covenant contained in this Agreement (including, without limitation, the non-competition, non-solicitation, and confidentiality covenants set forth in Articles II, III, and IV), the Purchaser shall have the right, in its sole and absolute discretion, to offset any amounts otherwise payable to Whitfield-Torres under the Earnout Agreement against any damages, losses, costs, or expenses arising from or related to such material breach, subject to and in accordance with the dispute resolution provisions set forth in the Earnout Agreement. The exercise of the Purchaser's offset rights under this Section 6.6 shall not limit or impair the Purchaser's right to seek any other remedy available under this Agreement or applicable law.
ARTICLE VII — REPRESENTATIONS AND WARRANTIES
Section 7.1 — Representations of Whitfield-Torres. Whitfield-Torres hereby represents and warrants to the Purchaser as follows:
(a) Capacity. She has full legal capacity to enter into and perform her obligations under this Agreement, and no further consent, approval, or authorization of any person or entity is required in connection with her execution, delivery, and performance of this Agreement.
(b) No Conflict. The execution, delivery, and performance by Whitfield-Torres of this Agreement does not and will not (i) violate, conflict with, or result in a breach of any provision of any agreement, contract, instrument, order, judgment, decree, or obligation to which she is a party or by which she is bound, or (ii) require the consent, approval, or authorization of any person or entity, or any filing with or notice to any governmental authority.
(c) Opportunity to Consult Counsel. She has had the opportunity to consult with independent legal counsel of her own choosing prior to executing this Agreement and has either consulted with such counsel or voluntarily elected not to do so. She has been advised of her right to seek independent legal advice and has had adequate time to review and consider the terms and conditions of this Agreement.
(d) Voluntary Execution. She has carefully read and fully understands each and every provision of this Agreement and enters into this Agreement freely, voluntarily, and without duress, coercion, or undue influence. She is not relying upon any representations, warranties, or promises made by the Purchaser, its Affiliates, or their respective counsel, other than those expressly set forth in this Agreement.
(e) No Existing Conflicts. She has no existing business interests, investments, consulting arrangements, employment relationships, or other commitments or obligations that would constitute a violation of any provision of this Agreement as of the date hereof.
Section 7.2 — Representations of Purchaser. The Purchaser hereby represents and warrants to Whitfield-Torres that it has full corporate power and authority to enter into and perform its obligations under this Agreement, and that this Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser, including any required approval of its Board of Directors. The execution, delivery, and performance by the Purchaser of this Agreement does not and will not violate, conflict with, or result in a breach of any provision of the Purchaser's certificate of incorporation, bylaws, or other organizational documents, or any agreement, contract, or instrument to which the Purchaser is a party or by which it is bound.
ARTICLE VIII — GENERAL PROVISIONS
Section 8.1 — Term. This Agreement shall become effective as of the Closing Date (June 30, 2024) and shall continue in full force and effect until the later of: (a) the expiration of the Restricted Period, as the same may be extended pursuant to Section 6.3 (June 30, 2027, absent any extension); or (b) the expiration of the confidentiality obligations set forth in Section 4.1 (i.e., five (5) years after the expiration of the Restricted Period, or June 30, 2032, absent any extension of the Restricted Period). Notwithstanding the foregoing, the rights and obligations of the Parties under this Agreement that, by their nature, are intended to survive the expiration or termination of this Agreement (including, without limitation, the confidentiality obligations, the non-disparagement obligations, the enforcement and remedies provisions, and the general provisions set forth herein) shall survive in accordance with their respective terms.
Section 8.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee, without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Tennessee. Each Party acknowledges that the State of Tennessee has a substantial relationship to the Parties and the transactions contemplated by this Agreement, as CPI is headquartered in Tennessee, the majority of the Acquired Business's clinic locations are located in Tennessee, and Whitfield-Torres resides in Tennessee.
Section 8.3 — Jurisdiction and Venue. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Davidson County, Tennessee for the purposes of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court, and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Whitfield-Torres specifically waives any defense of improper venue, inconvenient forum, lack of personal jurisdiction, or sufficiency of process in connection with any such suit, action, or proceeding. Each Party agrees that service of process may be made in any manner permitted by applicable law.
Section 8.4 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Employment Agreement, and the Earnout Agreement, and any exhibits, schedules, or annexes attached hereto or thereto, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, and commitments, whether oral or written, with respect to such subject matter. No Party shall be bound by any prior or contemporaneous oral or written agreements, representations, or promises not expressly set forth in this Agreement.
Section 8.5 — Amendment and Waiver. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective or binding upon any Party unless made in writing and signed by both the Purchaser and Whitfield-Torres. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any breach or default hereunder shall constitute a waiver of any subsequent breach or default or a waiver of any other provision of this Agreement.
Section 8.6 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force and effect. Upon any determination that any provision is invalid, illegal, void, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the intent of the Parties as expressed in this Agreement.
Section 8.7 — Assignment. The Purchaser may freely assign this Agreement, and all of its rights, interests, and obligations hereunder, in whole or in part, to any Affiliate of the Purchaser or to any successor in interest to the Purchaser or the Acquired Business (whether by merger, consolidation, sale of assets, reorganization, or otherwise), without the prior consent of Whitfield-Torres, and any such assignee shall be entitled to enforce the provisions of this Agreement as if it were a party hereto. Whitfield-Torres may not assign this Agreement or any of her rights or obligations hereunder, in whole or in part, without the prior written consent of the Purchaser. Any attempted assignment by Whitfield-Torres in violation of this Section 8.7 shall be null and void and of no force or effect.
Section 8.8 — 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: (a) when delivered by hand (with written confirmation of receipt); (b) when sent by certified or registered mail, return receipt requested, postage prepaid; or (c) when sent by a nationally recognized overnight courier service (with written confirmation of receipt), in each case addressed as follows:
If to the Purchaser:
Ardent Healthcare Acquisition Corp. c/o Ardent Capital Management LLC 590 Madison Avenue, 34th Floor New York, NY 10022
Attention: Priya Mehta-Sullivan, Partner
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One World Financial Center 200 Liberty Street, 40th Floor New York, NY 10281
Attention: Beatrice Holloway, Partner
If to Whitfield-Torres:
Elaine Whitfield-Torres At the home address on file with Purchaser Nashville, Tennessee
with a copy (which shall not constitute notice) to:
Barrow, Kensington & Pratt LLP 1201 Demonbreun Street, Suite 1800 Nashville, TN 37203
Attention: Catherine Barrow
Either Party may change its address for purposes of this Section 8.8 by giving written notice of such change to the other Party in accordance with the provisions of this Section 8.8. Notices shall be deemed received on the date of delivery (if by hand or overnight courier) or on the fifth (5th) business day following the date of mailing (if by certified or registered mail).
Section 8.9 — 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. Counterparts may be delivered by facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.Brightwater Software.com), or other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.
Section 8.10 — No Third-Party Beneficiaries. Except for the Affiliates of the Purchaser (including Ardent Capital Partners III LP and Ardent Capital Management LLC), who are intended third-party beneficiaries of this Agreement and shall be entitled to enforce the provisions hereof as if they were parties hereto, this Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns and does not create, and shall not be construed to create, any rights, claims, or causes of action in favor of any other person or entity.
Section 8.11 — Relationship to Other Agreements. The restrictive covenants contained in this Agreement are in addition to, and not in lieu of, any restrictive covenants, confidentiality obligations, or other similar restrictions contained in the Employment Agreement, the Purchase Agreement, or any other agreement between the Parties or to which Whitfield-Torres is a party. The Parties acknowledge and agree that the restrictive covenants contained in this Agreement and any restrictive covenants contained in the Employment Agreement, the Purchase Agreement, or any other agreement are intended to be cumulative and complementary. In the event of any conflict or inconsistency between the restrictive covenants contained in this Agreement and the restrictive covenants contained in any other agreement, the more restrictive provision (i.e., the provision providing the Purchaser with the broadest protection) shall control and shall be enforceable to the fullest extent permitted by applicable law.
Section 8.12 — Attorneys' Fees. In any action, suit, or proceeding brought to enforce any provision of this Agreement or arising out of or relating to any breach or threatened breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses (including, without limitation, expert witness fees, court costs, and expenses of investigation and litigation) from the non-prevailing party, in addition to any other relief to which such prevailing party may be entitled.
Section 8.13 — Survival. The obligations and covenants of Whitfield-Torres under Articles II (Non-Competition), III (Non-Solicitation), IV (Confidentiality), and V (Non-Disparagement) shall survive the termination of Whitfield-Torres's employment with the Purchaser for any reason, whether voluntary or involuntary, and whether with or without cause, and shall remain in full force and effect and fully enforceable for the full duration of the Restricted Period (as the same may be extended pursuant to Section 6.3) and, with respect to the confidentiality obligations set forth in Section 4.1, for the period specified therein. The survival of such obligations shall not be affected by any claim or defense that Whitfield-Torres may assert with respect to her termination of employment, including, without limitation, any claim for wrongful termination, breach of the Employment Agreement, or constructive discharge.
[Remainder of Page Intentionally Left Blank — Signature Page Follows]
SIGNATURE PAGE TO NON-COMPETITION AND NON-SOLICITATION AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first written above.
ARDENT HEALTHCARE ACQUISITION CORP.
By: ________
Name: Connor Briggs
Title: Vice President
(acting on behalf of Purchaser pursuant to authorization from the Board of Directors dated June 28, 2024)
Date: ________
ELAINE WHITFIELD-TORRES
________________________________________
Elaine Whitfield-Torres, Individually
Date: ________

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

SIGNATURE PAGE TO NON-COMPETITION AND NON-SOLICITATION AGREEMENT

ARDENT HEALTHCARE ACQUISITION CORP.

ELAINE WHITFIELD-TORRES

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