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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Dated as of June 30, 2024

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (this "Agreement") is made and entered into as of June 30, 2024 (the "Effective Date"), by and between:

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

DR. RANDALL J. WHITFIELD, an individual residing in the State of Tennessee (the "Restricted Party").

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

RECITALS

WHEREAS, Cardinal Peak Industries, Inc., a Delaware corporation ("Seller" or "CPI"), and Ardent Healthcare Acquisition Corp. (the "Purchaser" or the "Company") have entered into that certain Asset Purchase Agreement, dated as of April 2, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which the Purchaser is acquiring substantially all of the assets of CPI and certain of its subsidiaries for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to customary working capital and other post-closing adjustments;

WHEREAS, Dr. Whitfield is the Founder, Chairman of the Board of Directors, and Chief Executive Officer of CPI and the holder of approximately fifty-two percent (52%) of the issued and outstanding shares of capital stock of CPI, making Dr. Whitfield the single largest shareholder and the controlling equityholder of CPI;

WHEREAS, Dr. Whitfield founded CPI in 2011 and has been instrumental in developing, building, managing, and operating CPI's business of operating thirty-seven (37) outpatient rehabilitation and behavioral health facilities across seven (7) states, specifically the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky;

WHEREAS, in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), Dr. Whitfield is receiving substantial consideration as a shareholder of CPI, including his pro rata share of the cash purchase price payable at the Closing and the right to receive contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) in the aggregate pursuant to the terms of the Earnout Agreement (as defined below);

WHEREAS, simultaneously herewith, Dr. Whitfield is entering into an Employment Agreement with the Company dated as of June 30, 2024, pursuant to which Dr. Whitfield will serve as the Chief Executive Officer of the Company for a three (3)-year term commencing on the Closing Date;

WHEREAS, the execution and delivery of this Agreement by Dr. Whitfield is a condition precedent to the obligation of the Purchaser to consummate the transactions contemplated by the Purchase Agreement, and the Purchaser would not have agreed to consummate such transactions absent Dr. Whitfield's agreement to the restrictive covenants set forth herein;

WHEREAS, Dr. Whitfield acknowledges that he possesses extensive knowledge of confidential business information, trade secrets, patient relationships, referral source relationships, payor relationships, vendor relationships, and employee relationships of CPI and the Acquired Business (as defined below), and that by virtue of his position as Founder, Chairman, and Chief Executive Officer, Dr. Whitfield has had access to the most sensitive and competitively valuable information of the Acquired Business, including strategic plans, financial performance data, clinical protocols, managed-care contract terms, reimbursement rates, and proprietary technology; and

WHEREAS, Dr. Whitfield further acknowledges that the restrictive covenants contained herein are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, including the goodwill acquired by the Company for $620,000,000 under the Purchase Agreement, and that adequate consideration exists for the covenants herein by virtue of the consideration received by Dr. Whitfield in connection with the transactions contemplated by the Purchase Agreement and the Employment Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by reference), the mutual covenants and agreements set forth herein, the consideration received by Dr. Whitfield in connection with the Purchase Agreement (including, without limitation, his pro rata share of the base purchase price, the earnout consideration, and the escrow amounts), the compensation and benefits payable under the Employment Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby agree as follows:

ARTICLE I — DEFINITIONS

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

"Acquired Business" means the business of operating outpatient rehabilitation and behavioral health clinics, including, without limitation, physical therapy services, occupational therapy services, speech-language pathology services, and outpatient behavioral health counseling services, together with all ancillary and related services, as conducted by CPI and its subsidiaries at any time prior to and including the Closing Date, including the operation of the thirty-seven (37) clinic locations identified in the Purchase Agreement and listed on the Disclosure Schedules thereto.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" shall include, with respect to the Company, Ardent Capital Management LLC, its general partners, limited partners, managing members, portfolio companies, and any fund or investment vehicle managed or advised by any of the foregoing.

"Business" means the operation of outpatient rehabilitation facilities, behavioral health clinics, physical therapy practices, occupational therapy practices, speech-language pathology practices, and related healthcare services, including, without limitation, the provision of outpatient physical rehabilitation, occupational therapy, speech-language pathology, outpatient behavioral health counseling, mental health services, substance use disorder treatment on an outpatient basis, and any ancillary services related thereto, in each case of the type provided by the Acquired Business at any time during the twenty-four (24) months prior to the Closing Date or at any time during the Restricted Period.

"Closing Date" means June 30, 2024, the date on which the Closing of the transactions contemplated by the Purchase Agreement occurs.

"Company" means Ardent Healthcare Acquisition Corp., a Delaware corporation, and its successors and permitted assigns.

"Competing Business" means any Person, entity, business, or enterprise (other than the Company and its Affiliates) that engages in, or owns or controls a direct or indirect interest in any entity that engages in, the Business within the Restricted Territory, whether such engagement is as a proprietor, partner, member, joint venturer, shareholder (other than as a holder of Permitted Passive Investments), officer, director, employee, consultant, independent contractor, agent, representative, franchisor, franchisee, manager, or in any other capacity whatsoever.

"Confidential Information" means all non-public, confidential, or proprietary information relating to the Business, the Acquired Business, the Company, or any of its Affiliates, in whatever form or medium (whether written, oral, electronic, visual, or otherwise), including, without limitation: (a) patient lists, patient records, patient demographic data, and patient referral patterns; (b) referral source lists and referral source relationships, including relationships with physicians, hospitals, skilled nursing facilities, and other healthcare providers; (c) payor contracts, including managed-care agreements, fee schedules, reimbursement rates, utilization review protocols, and related terms and conditions; (d) pricing data, cost structures, and margin analyses; (e) clinical protocols, treatment methodologies, quality assurance data, and outcomes data; (f) financial information, including revenue data, cost data, profit and loss statements, budgets, financial projections, and valuation analyses; (g) strategic plans, business plans, marketing plans, growth strategies, and acquisition pipelines; (h) employee information, including compensation data, benefit plans, recruiting strategies, retention programs, and organizational charts; (i) proprietary software, technology, systems, databases, and platforms, specifically including the PeakConnect patient-engagement software platform (U.S. Trademark Registration No. 5,412,887) and all related source code, algorithms, data architectures, and technical documentation; (j) vendor and supplier relationships, contract terms, and pricing; (k) real estate and lease information; and (l) any other information that derives economic value from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use. Confidential Information shall include all Trade Secrets.

"Earnout Agreement" means that certain Earnout Agreement, dated as of June 30, 2024, by and among the Company, CPI, and the Equityholder Representative (as defined therein), relating to the contingent consideration of up to Forty-Five Million Dollars ($45,000,000) in the aggregate payable upon the achievement of certain performance milestones.

"Employment Agreement" means that certain Employment Agreement, dated as of June 30, 2024, by and between Dr. Whitfield and the Company, pursuant to which Dr. Whitfield will serve as Chief Executive Officer of the Company.

"Key Payor" means any payor, managed-care organization, health maintenance organization, preferred provider organization, insurance company, self-funded employer plan, workers' compensation carrier, or governmental payor program (including the Medicare program under Title XVIII of the Social Security Act and the Medicaid program under Title XIX of the Social Security Act) with which the Business had a contractual, reimbursement, or provider relationship at any time during the twenty-four (24) months prior to the date of termination of the Restricted Period, including, without limitation, SummitCare Health Plans, Inc. and all payors listed on Schedule A attached hereto and incorporated herein by reference.

"Permitted Passive Investment" means the ownership of not more than two percent (2%) of the outstanding equity securities of any class of a corporation or other entity whose equity securities are listed on a national securities exchange or are regularly traded in an over-the-counter market, provided that Dr. Whitfield does not have any active participation in the business or management of such corporation or entity.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, association, governmental entity, or other entity of any kind.

"Purchase Agreement" means that certain Asset Purchase Agreement, dated as of April 2, 2024, by and among the Company, CPI, and the other parties thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Restricted Party" means Dr. Randall J. Whitfield.

"Restricted Period" means the period commencing on the Closing Date (June 30, 2024) and ending at 11:59 p.m. (Central Time) on the third (3rd) anniversary thereof (June 30, 2027), subject to extension as provided in Section 8.2 hereof.

"Restricted Territory" means the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky, being the seven (7) states in which the Acquired Business operates its thirty-seven (37) clinic locations as of the Closing Date.

"Trade Secrets" has the meaning ascribed to such term under the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. § 47-25-1701 et seq., as amended from time to time.

Section 1.2 — Capitalized Terms. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement. In the event of any conflict between a definition set forth in this Agreement and the corresponding definition set forth in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.

ARTICLE II — NON-COMPETITION

Section 2.1 — Non-Competition Covenant. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether as an owner, partner, member, shareholder, officer, director, employee, consultant, agent, independent contractor, principal, trustee, licensor, licensee, franchisor, franchisee, representative, or in any other capacity whatsoever:

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

(b) acquire any ownership interest (other than a Permitted Passive Investment) in any Competing Business operating within the Restricted Territory, whether by purchase, subscription, exchange, gift, bequest, or otherwise;

(c) serve as an officer, director, employee, consultant, advisor, agent, or independent contractor of or to any Competing Business operating within the Restricted Territory, or otherwise render services to or for the benefit of any Competing Business operating within the Restricted Territory;

(d) lend money to, guarantee the obligations of, pledge assets as security for, or provide other financial assistance (including lines of credit, letters of credit, equity contributions, or subordinated debt) to any Competing Business operating within the Restricted Territory; or

(e) form, organize, establish, or participate in the formation, organization, or establishment of any entity that would constitute a Competing Business within the Restricted Territory.

The foregoing restrictions shall apply regardless of whether Dr. Whitfield engages in such activities for compensation or without compensation, and regardless of whether such activities are undertaken on a full-time or part-time basis.

Section 2.2 — Scope of Restriction. Dr. Whitfield acknowledges and agrees that the scope of the non-competition covenant set forth in Section 2.1 is reasonable and appropriate in all respects, including with respect to geographic scope, duration, and the activities restricted, for the following reasons:

(a) Geographic Scope. The Restricted Territory encompasses the seven (7) states in which the Acquired Business operates its thirty-seven (37) clinic locations, distributed as follows: Tennessee (fourteen (14) clinics), Georgia (eight (8) clinics), North Carolina (five (5) clinics), South Carolina (four (4) clinics), Alabama (three (3) clinics), Virginia (two (2) clinics), and Kentucky (one (1) clinic). Dr. Whitfield acknowledges that he has personal knowledge of, and significant professional relationships within, each of these geographic markets, and that the restriction to these seven states reflects the actual footprint of the Acquired Business and the markets in which the Company's goodwill and competitive position would be most at risk from competitive activity by Dr. Whitfield.

(b) Duration. The Restricted Period of three (3) years from the Closing Date (June 30, 2024 through June 30, 2027) is reasonable given: (i) Dr. Whitfield's role as the Founder and Chief Executive Officer of CPI for approximately thirteen (13) years; (ii) his extensive and intimate knowledge of the Business, including all Confidential Information and Trade Secrets; (iii) the duration of the earnout measurement periods under the Earnout Agreement (which extend through June 30, 2026); (iv) the three (3)-year term of Dr. Whitfield's Employment Agreement; and (v) the time reasonably necessary for the Company to integrate the Acquired Business, establish its own relationships with patients, referral sources, payors, and employees, and protect the goodwill acquired for $620,000,000.

(c) Activities Restricted. The restricted activities are limited to the Business, which consists of outpatient rehabilitation (including physical therapy, occupational therapy, and speech-language pathology) and outpatient behavioral health counseling services of the type conducted by the Acquired Business. Dr. Whitfield acknowledges that approximately 2,100 employees (including approximately 1,450 licensed clinicians and approximately 650 administrative and support personnel) operate across the thirty-seven (37) facilities of the Acquired Business, and that the Company has a substantial interest in protecting the stability and continuity of the workforce and the relationships that these employees maintain with patients, referral sources, and payors.

Section 2.3 — Permitted Activities. Notwithstanding the provisions of Section 2.1, nothing in this Agreement shall prohibit Dr. Whitfield from engaging in the following activities during the Restricted Period:

(a) Permitted Passive Investments. Owning a Permitted Passive Investment (i.e., not more than two percent (2%) of the outstanding equity securities of any class of a publicly traded corporation or other entity), provided that Dr. Whitfield does not have any active participation in the business, management, or operations of such corporation or entity and does not serve as an officer, director, employee, consultant, or advisor thereof;

(b) Charitable, Civic, Educational, and Industry Activities. Engaging in charitable, civic, educational, religious, or industry association activities, including serving on the boards of directors or advisory boards of nonprofit organizations, hospitals (to the extent not constituting a Competing Business), educational institutions, or industry trade associations, provided that such activities do not involve Dr. Whitfield's engagement in, or support of, a Competing Business within the Restricted Territory;

(c) Personal Healthcare Consulting. Engaging in personal healthcare consulting activities that are unrelated to the Business and that do not constitute engagement in a Competing Business within the Restricted Territory, subject to the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed), provided that Dr. Whitfield shall submit a written request describing in reasonable detail the proposed consulting engagement, the identity of the client, and the nature and scope of the services to be provided, and the Company shall respond to such request within fifteen (15) business days of receipt thereof; and

(d) Employment Activities. Performing his duties and responsibilities as Chief Executive Officer of the Company (or in such other capacities as may be agreed upon) pursuant to and in accordance with the terms of the Employment Agreement.

ARTICLE III — NON-SOLICITATION OF EMPLOYEES

Section 3.1 — Employee Non-Solicitation. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether for his own account or for the account of any other Person:

(a) solicit, recruit, hire, employ, engage, or attempt to solicit, recruit, hire, employ, or engage any person who is then employed by the Company or any of its Affiliates (whether on a full-time, part-time, temporary, or per diem basis), or who was employed by the Company, CPI, or any of their respective Affiliates at any time during the twelve (12) months preceding such solicitation, recruitment, hiring, employment, or engagement;

(b) induce, encourage, or attempt to induce or encourage any employee of the Company or any of its Affiliates to terminate, resign from, or otherwise cease his or her employment with the Company or any of its Affiliates, or to breach any term or condition of his or her employment agreement (if any) with the Company or any of its Affiliates; or

(c) assist, facilitate, advise, or encourage any third party (including any Competing Business) in doing any of the acts described in clauses (a) or (b) of this Section 3.1.

The restrictions set forth in this Section 3.1 shall apply to the solicitation, recruitment, hiring, employment, or engagement of all employees of the Company and its Affiliates, including, without limitation, the approximately 2,100 employees (consisting of approximately 1,450 licensed clinicians, including physical therapists, occupational therapists, speech-language pathologists, licensed professional counselors, licensed clinical social workers, and psychologists, and approximately 650 administrative, managerial, and support staff) who are transferred to the Company from CPI in connection with the Closing. Dr. Whitfield acknowledges that these employees possess specialized skills, training, certifications, and relationships that are critical to the operation of the Business and that the loss of any such employees to a Competing Business would cause significant harm to the Company.

Section 3.2 — Exceptions. Notwithstanding the provisions of Section 3.1, the following activities shall not constitute a violation of this Article III:

(a) General Solicitations. The placement of general solicitations of employment that are not specifically targeted at or directed to employees of the Company or its Affiliates, including advertisements in newspapers, trade publications, professional journals, or on internet job boards of general circulation (such as Indeed, Westmark Health IT, or similar platforms), provided that Dr. Whitfield does not otherwise directly or indirectly solicit, recruit, or encourage any specific employee of the Company or its Affiliates to respond to such general solicitation; and

(b) Previously Terminated Employees. The hiring or engagement of any individual whose employment with the Company or its Affiliates was terminated by the Company or its Affiliates without Cause (as defined in the Employment Agreement) more than six (6) months prior to the date of such hiring or engagement, provided that Dr. Whitfield did not, during the six (6)-month period following such termination, solicit, recruit, or encourage such individual to seek employment or engagement with Dr. Whitfield or any Competing Business.

ARTICLE IV — NON-SOLICITATION OF PATIENTS AND BUSINESS RELATIONSHIPS

Section 4.1 — Patient and Referral Source Non-Solicitation. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether for his own account or for the account of any other Person:

(a) solicit, contact, divert, take away, or attempt to solicit, contact, divert, or take away any patient, client, or referral source of the Business who was a patient, client, or referral source of the Acquired Business or the Company at any time during the twenty-four (24) months prior to the Closing Date or at any time thereafter during the Restricted Period, for the purpose of providing or offering to provide services that are the same as or substantially similar to those provided by the Business; or

(b) encourage, induce, or attempt to encourage or induce any patient, client, or referral source (including any physician, hospital, skilled nursing facility, home health agency, or other healthcare provider) to discontinue, reduce, modify, or otherwise adversely alter their relationship with the Company or any of its Affiliates, or to transfer their patronage or referrals to any Competing Business.

Dr. Whitfield acknowledges that the relationships between the Acquired Business and its patients and referral sources are among the most valuable assets acquired by the Company under the Purchase Agreement and that such relationships are based, in significant part, on the personal relationships and professional reputation that Dr. Whitfield has cultivated over the course of his tenure as Founder and Chief Executive Officer of CPI. Dr. Whitfield further acknowledges that the diversion of patients or referral sources to a Competing Business would cause direct and substantial harm to the Company and would undermine the goodwill for which the Company has paid substantial consideration.

Section 4.2 — Payor Non-Solicitation and Non-Interference. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether for his own account or for the account of any other Person:

(a) interfere with, solicit, divert, or attempt to interfere with, solicit, or divert any Key Payor relationship of the Company or any of its Affiliates, including any managed-care contracts, provider agreements, fee schedule arrangements, or other contractual or reimbursement relationships;

(b) encourage, induce, assist, or attempt to encourage, induce, or assist any Key Payor, including, without limitation, SummitCare Health Plans, Inc. (which represents approximately twenty-two percent (22%) of the net revenue of the Acquired Business) and the Medicare and Medicaid programs (which represent, in the aggregate, approximately thirty-one percent (31%) of the net revenue of the Acquired Business), to terminate, cancel, not renew, reduce, or adversely modify any contractual, reimbursement, or provider relationship with the Company or any of its Affiliates; or

(c) solicit, induce, encourage, or attempt to solicit, induce, or encourage any vendor, supplier, independent contractor, landlord, or other business counterparty to terminate, cancel, not renew, or materially reduce its business relationship with the Company or any of its Affiliates, or to increase its pricing or otherwise modify the terms of its relationship with the Company in a manner that is adverse to the Company.

Dr. Whitfield acknowledges that the Company's managed-care contracts, payor relationships, and provider agreements are critical to the financial performance and viability of the Business and that Dr. Whitfield has had personal involvement in the negotiation and maintenance of many such relationships. Dr. Whitfield further acknowledges that disruption of these relationships could cause severe and potentially irreparable financial harm to the Company.

ARTICLE V — CONFIDENTIALITY

Section 5.1 — Confidential Information. Dr. Whitfield acknowledges that during his tenure as Founder, Chairman, and Chief Executive Officer of CPI, and during his employment with the Company under the Employment Agreement, he has had and will continue to have access to, and knowledge of, Confidential Information, including Trade Secrets. Dr. Whitfield agrees that, at all times during and after the Restricted Period, he shall:

(a) hold all Confidential Information in strict confidence and not, directly or indirectly, disclose, publish, communicate, divulge, furnish, make accessible, or otherwise make available any Confidential Information to any Person (other than authorized employees, officers, directors, agents, and representatives of the Company who have a need to know such information in connection with the Business);

(b) not use any Confidential Information for any purpose whatsoever other than the performance of his duties and responsibilities under the Employment Agreement or as otherwise expressly authorized in writing by the Company; and

(c) use reasonable care and take all reasonably necessary precautions to prevent the unauthorized disclosure or use of Confidential Information, applying at least the same degree of care as Dr. Whitfield uses to protect his own confidential information.

The obligations set forth in this Section 5.1 shall survive the expiration of the Restricted Period and shall continue indefinitely with respect to Trade Secrets (as such term is defined under the Tennessee Uniform Trade Secrets Act) and for a period of five (5) years following the expiration of the Restricted Period (or the termination of Dr. Whitfield's employment, whichever is later) with respect to all other Confidential Information.

Section 5.2 — Return of Materials. Upon the expiration of the Restricted Period or the termination of Dr. Whitfield's employment with the Company (whichever occurs later), Dr. Whitfield shall promptly (and in any event within ten (10) business days):

(a) return to the Company all documents, files, records, correspondence, memoranda, notes, reports, data, databases, software, equipment, devices, keys, access cards, and all other materials (whether in physical, electronic, digital, or other form) containing or relating to Confidential Information that are in Dr. Whitfield's possession, custody, or control; and

(b) permanently delete and destroy all electronic copies of Confidential Information stored on any personal computer, mobile device, cloud storage account, email account, or other electronic medium owned or controlled by Dr. Whitfield, and certify such deletion and destruction in writing to the Company.

Dr. Whitfield shall not retain any copies, extracts, summaries, or reproductions of any Confidential Information in any form following such return or destruction, except as may be required to be retained by applicable law or regulation, provided that any such retained information shall remain subject to the confidentiality obligations of this Article V.

Section 5.3 — Exceptions. The obligations set forth in this Article V shall not apply to information that:

(a) is or becomes generally available to the public other than as a result of a disclosure by Dr. Whitfield or any Person to whom Dr. Whitfield disclosed such information in violation of this Agreement;

(b) was known to Dr. Whitfield on a non-confidential basis prior to his involvement with CPI, as evidenced by Dr. Whitfield's contemporaneous written records;

(c) is required to be disclosed by applicable law, regulation, rule of any stock exchange, subpoena, civil investigative demand, court order, or other governmental or regulatory requirement, provided that Dr. Whitfield shall (to the extent legally permissible) give the Company prompt written notice of such requirement so that the Company may seek a protective order or other appropriate remedy, and provided further that Dr. Whitfield shall cooperate with the Company's efforts to obtain such protective order and shall disclose only that portion of the Confidential Information that is legally required to be disclosed; or

(d) is disclosed by Dr. Whitfield to his personal legal counsel and personal tax advisors on a need-to-know basis in connection with the provision of legal or tax advice to Dr. Whitfield, provided that such counsel and advisors are bound by professional obligations of confidentiality or enter into written confidentiality agreements with terms no less restrictive than those set forth herein.

Section 5.4 — Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Dr. Whitfield 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 (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) is made solely for the purpose of reporting or investigating a suspected violation of law; or

(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 create liability for disclosures of trade secrets that are expressly allowed by such section. Nothing in this Agreement shall be construed to limit Dr. Whitfield's right to communicate with any government agency or participate in any investigation or proceeding, or to prohibit Dr. Whitfield from providing truthful testimony if compelled by lawful process.

ARTICLE VI — INTELLECTUAL PROPERTY

Section 6.1 — Acknowledgment. Dr. Whitfield acknowledges and agrees that, pursuant to the intellectual Property Assignment Agreement dated June 30, 2024, by and between CPI and the Company (the "IP Assignment Agreement"), all intellectual property of CPI and its subsidiaries has been assigned, conveyed, and transferred to the Company, including, without limitation:

(a) the PeakConnect patient-engagement software platform, including all source code, object code, algorithms, databases, data architectures, user interfaces, application programming interfaces, technical documentation, and related materials, together with U.S. Trademark Registration No. 5,412,887 for the PEAKCONNECT mark;

(b) all patents and patent applications, including any provisional applications, continuations, continuations-in-part, divisionals, reissues, and foreign counterparts;

(c) all trademarks, service marks, trade names, trade dress, logos, brand names, domain names, and social media accounts, together with all registrations and applications therefor and the goodwill associated therewith;

(d) all copyrights and copyrightable works, including marketing materials, training materials, clinical protocols, and patient education materials; and

(e) all Trade Secrets and other proprietary information, know-how, and technology related to the Business.

Dr. Whitfield shall not, at any time during or after the Restricted Period, challenge, contest, dispute, or take any action that is inconsistent with the Company's ownership of any of the intellectual property described above or assigned pursuant to the IP Assignment Agreement. Dr. Whitfield shall not, directly or indirectly, apply for, register, or seek to register any patent, trademark, copyright, or other intellectual property right that is based upon, derived from, or confusingly similar to any intellectual property of the Company or the Acquired Business.

Section 6.2 — Cooperation. Dr. Whitfield agrees to cooperate fully and in good faith with the Company, at the Company's reasonable request and expense, in connection with the protection, maintenance, and enforcement of any intellectual property rights assigned to the Company under the IP Assignment Agreement, including, without limitation:

(a) executing such additional assignments, declarations, affidavits, powers of attorney, and other instruments as the Company may reasonably request to perfect, maintain, or enforce its ownership of such intellectual property;

(b) providing truthful testimony and other assistance in connection with any litigation, administrative proceeding, or other action relating to the Company's intellectual property; and

(c) assisting the Company in identifying any potential infringement, misappropriation, or unauthorized use of the Company's intellectual property.

The Company shall reimburse Dr. Whitfield for his reasonable out-of-pocket expenses incurred in connection with such cooperation, and, following the termination of Dr. Whitfield's employment with the Company, the Company shall compensate Dr. Whitfield at a mutually agreed-upon reasonable hourly rate for time spent providing cooperation under this Section 6.2 in excess of five (5) hours per calendar month.

ARTICLE VII — REASONABLENESS OF RESTRICTIONS; ACKNOWLEDGMENTS

Section 7.1 — Reasonableness. Dr. Whitfield acknowledges, represents, and agrees that:

(a) The restrictive covenants set forth in Articles II, III, IV, V, and VI of this Agreement are reasonable in scope, duration, and geographic extent and are necessary to protect the legitimate business interests of the Company and its Affiliates, including, without limitation, (i) the goodwill and going concern value of the Acquired Business, which the Company has acquired for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), (ii) the Confidential Information and Trade Secrets of the Business, (iii) the patient and referral source relationships of the Business, (iv) the payor and managed-care relationships of the Business, (v) the employee workforce of the Business, and (vi) the intellectual property of the Business;

(b) The consideration received by Dr. Whitfield as the holder of approximately fifty-two percent (52%) of the outstanding capital stock of CPI under the Purchase Agreement, including Dr. Whitfield's pro rata share of the base purchase price, the right to receive contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) under the Earnout Agreement, Dr. Whitfield's share of escrow amounts, and the compensation and benefits payable under the Employment Agreement, collectively constitute adequate, fair, and independent consideration for the restrictive covenants set forth in this Agreement;

(c) The geographic scope of the Restricted Territory, encompassing the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky, corresponds precisely to the seven (7) states in which CPI operates its thirty-seven (37) clinic locations and in which the Company will conduct the Business following the Closing;

(d) The three (3)-year duration of the Restricted Period is reasonable in light of: (i) Dr. Whitfield's role as the Founder and sole Chief Executive Officer of CPI since its inception in 2011; (ii) Dr. Whitfield's extensive and unparalleled knowledge of the Acquired Business, including all Confidential Information and Trade Secrets; (iii) the duration of the earnout measurement periods under the Earnout Agreement, which extend through June 30, 2026; (iv) the three (3)-year term of Dr. Whitfield's Employment Agreement; and (v) the time reasonably necessary for the Company to establish its own independent relationships and fully integrate the Acquired Business;

(e) The enforcement of the restrictive covenants contained in this Agreement will not impose an undue hardship on Dr. Whitfield, taking into account Dr. Whitfield's education, training, skills, experience, and the substantial consideration he has received in connection with the transactions contemplated by the Purchase Agreement;

(f) Dr. Whitfield's experience, knowledge, and relationships are of such a specialized and unique nature that the Company cannot be adequately protected by damages alone in the event of a breach of the restrictive covenants; and

(g) Dr. Whitfield has carefully read and considered the provisions of this Agreement, has had the opportunity to negotiate the terms hereof, and is voluntarily entering into this Agreement with a full understanding of its terms and consequences.

Section 7.2 — Independent Covenants. The covenants and obligations of Dr. Whitfield set forth in this Agreement are independent of, and shall not be affected by, any other agreement between Dr. Whitfield and the Company or its Affiliates. Without limiting the generality of the foregoing, the covenants herein shall not be affected by any breach or alleged breach by the Company of the Employment Agreement, the Purchase Agreement, the Earnout Agreement, or any other agreement, and the existence of any claim or cause of action that Dr. Whitfield may have against the Company, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement of the covenants herein. The obligations of Dr. Whitfield under this Agreement shall survive any termination of the Employment Agreement (whether by the Company or by Dr. Whitfield, and whether with or without cause or good reason) and shall remain in full force and effect for the duration of the Restricted Period regardless of the circumstances of such termination.

ARTICLE VIII — REMEDIES

Section 8.1 — Irreparable Harm; Injunctive Relief. Dr. Whitfield acknowledges and agrees that a breach or threatened breach of any of the covenants set forth in Articles II, III, IV, V, or VI of this Agreement would cause the Company irreparable harm and injury for which monetary damages alone would be an inadequate remedy. Accordingly, the Company shall be entitled to seek and obtain, from any court of competent jurisdiction, temporary restraining orders, preliminary injunctions, permanent injunctions, orders of specific performance, and any other equitable relief that may be appropriate to restrain any breach or threatened breach of this Agreement by Dr. Whitfield or to compel specific performance of Dr. Whitfield's obligations hereunder, in each case without the necessity of:

(a) posting any bond, surety, or other security (or, if a bond is required by applicable law, the Parties agree that a bond in the nominal amount of One Thousand Dollars ($1,000) shall be sufficient);

(b) proving the inadequacy of monetary damages or the existence of irreparable harm (which Dr. Whitfield hereby stipulates and concedes); or

The foregoing right to seek injunctive relief and other equitable remedies shall be in addition to, and not in lieu of, any and all other rights and remedies that may be available to the Company at law or in equity, including the right to seek monetary damages (including consequential, incidental, and indirect damages).

Section 8.2 — Extension of Restricted Period. In the event that Dr. Whitfield breaches any of the covenants set forth in Articles II, III, or IV of this Agreement, the Restricted Period applicable to the breached covenant shall be automatically extended by a period of time equal to the duration of such breach (the "Tolling Period"), such that the Restricted Period shall not expire until the passage of the full unexpired portion of the Restricted Period following the cessation of such breach. In no event shall the Tolling Period exceed a period of two (2) years in the aggregate.

Section 8.3 — Judicial Modification (Blue Pencil). If any court of competent jurisdiction shall determine that any covenant set forth in this Agreement is unreasonable or unenforceable as to its scope, duration, geographic extent, or any other aspect, the Parties intend and hereby request that such court shall have the power to modify, reform, or "blue pencil" such covenant to the minimum extent necessary to render it reasonable and enforceable, and such covenant as so modified shall be binding upon and enforceable against Dr. Whitfield. Dr. Whitfield acknowledges that this Section 8.3 is consistent with the blue-pencil doctrine recognized under Tennessee law and applicable precedent, including Hasty v. Rent-A-Driver, Inc., 671 S.W.2d 471 (Tenn. 1984), and its progeny. Dr. Whitfield agrees that if a court modifies any covenant pursuant to this Section 8.3, the remaining provisions of this Agreement shall remain in full force and effect.

Section 8.4 — Attorneys' Fees. In the event of any action, suit, or proceeding brought by either Party to enforce, interpret, or obtain a declaration of rights under this Agreement, or arising out of or relating to a breach or threatened breach of this Agreement, the prevailing party in such action, suit, or proceeding shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred at trial, on appeal, and in connection with any enforcement of any judgment), in addition to any other relief to which such prevailing party may be entitled.

Section 8.5 — Cumulative Remedies. All rights and remedies of the Company under this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the Company, whether at law, in equity, by statute, or otherwise. The exercise of one remedy by the Company shall not preclude the exercise of any other remedy available to the Company, and no single exercise of a remedy shall be deemed an election of remedies or a waiver of any other remedy.

ARTICLE IX — REPRESENTATIONS AND WARRANTIES OF DR. WHITFIELD

Dr. Whitfield hereby represents and warrants to the Company as follows:

Section 9.1 — Legal Capacity. Dr. Whitfield has the full legal capacity, right, power, and authority to execute, deliver, and perform this Agreement. This Agreement constitutes the legal, valid, and binding obligation of Dr. Whitfield, enforceable against him in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Section 9.2 — No Conflicts. The execution, delivery, and performance of this Agreement by Dr. Whitfield does not and will not (a) conflict with or result in a violation or breach of any agreement, contract, commitment, understanding, arrangement, or obligation (whether written or oral) to which Dr. Whitfield is a party or by which he is bound, (b) result in a violation of any law, statute, rule, regulation, order, judgment, decree, or governmental requirement applicable to Dr. Whitfield, or (c) require the consent, approval, authorization, or waiver of any Person or governmental authority.

Section 9.3 — Independent Legal Counsel. Dr. Whitfield acknowledges that he has had the opportunity to consult with independent legal counsel of his own choosing, specifically the law firm of Barrow, Kensington & Pratt LLP, Nashville, Tennessee, regarding the terms, conditions, and consequences of this Agreement, including the restrictive covenants set forth herein. Dr. Whitfield further acknowledges that he has read and fully understands the terms of this Agreement and is entering into this Agreement voluntarily and of his own free will, without coercion or duress.

Section 9.4 — No Existing Restrictions. Dr. Whitfield represents and warrants that he is not a party to, and is not bound by, any existing non-competition agreement, non-solicitation agreement, confidentiality agreement (other than in connection with CPI), restrictive covenant, or similar agreement with any Person that would conflict with, limit, or impair his ability to fully perform his obligations under this Agreement or under the Employment Agreement.

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Tennessee, without giving effect to any choice or conflict of law 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.

Section 10.2 — Jurisdiction and Venue. Each Party hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Tennessee located in Davidson County, Tennessee, and the United States District Court for the Middle District of Tennessee (Nashville Division), for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement. Each Party hereby irrevocably waives, to the fullest extent permitted by law, (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (b) any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit, or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.

Section 10.3 — Assignment. This Agreement and the rights and obligations hereunder may not be assigned, delegated, or transferred by Dr. Whitfield without the prior written consent of the Company, and any purported assignment, delegation, or transfer by Dr. Whitfield in violation of this Section 10.3 shall be null and void. The Company may, without the consent of Dr. Whitfield, assign this Agreement and any or all of its rights and obligations hereunder to (a) any Affiliate of the Company, (b) any successor in interest to all or substantially all of the assets or business of the Company, whether by merger, consolidation, reorganization, sale of assets, or otherwise, or (c) any purchaser or transferee of any material portion of the Business. Upon any such assignment by the Company, the assignee shall be deemed to have assumed all of the Company's obligations under this Agreement, and the Company shall be released from its obligations hereunder to the extent assumed by the assignee.

Section 10.4 — Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. Dr. Whitfield's obligations under this Agreement are personal in nature and shall be binding upon Dr. Whitfield's estate in the event of Dr. Whitfield's death or incapacity.

Section 10.5 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Employment Agreement, the Earnout Agreement, the IP Assignment Agreement, and the other agreements, instruments, and documents contemplated thereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, understandings, proposals, representations, warranties, and agreements, whether written or oral, relating to the subject matter hereof. No Party has relied on any representation, warranty, or promise of any other Party that is not expressly set forth in this Agreement or in the other agreements referenced herein.

Section 10.6 — Amendments. No provision of this Agreement may be amended, modified, supplemented, or waived except by a written instrument executed by both Parties hereto. No oral statement, course of dealing, or course of performance shall be deemed to amend or modify this Agreement.

Section 10.7 — Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to other Persons or circumstances, and the remaining provisions of this Agreement shall continue in full force and effect to the fullest extent permitted by law. In the event that any provision of this Agreement is held to be overbroad or unreasonable, the Parties refer to and incorporate the judicial modification provisions set forth in Section 8.3 of this Agreement.

Section 10.8 — Waiver. No waiver by any Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any preceding or subsequent breach or default of the same or any other provision of this Agreement. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. All waivers must be in writing and signed by the Party against whom enforcement of the waiver is sought.

Section 10.9 — Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service (with written confirmation of receipt), or (d) sent by email (with confirmation of transmission and no bounce-back or error message received), in each case addressed to the applicable Party at the following addresses (or at such other address as a Party may designate by Notice in accordance with this Section 10.9):

If to the Company:

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

Attention: Priya Mehta-Sullivan

Email: pmehta-sullivan@ardentcap.com

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

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

Attention: Beatrice Holloway

Email: bholloway@calderwoodharkness.com

If to Dr. Whitfield:

Dr. Randall J. Whitfield At the residential address on file with the Company

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

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

Attention: Catherine Barrow

Email: cbarrow@bkplaw.com

Section 10.10 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email (including .pdf or any electronic signature format complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed counterpart of this Agreement.

Section 10.11 — Section Headings. The headings of the Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Agreement.

Section 10.12 — Relationship to Purchase Agreement. This Agreement is being executed and delivered by Dr. Whitfield pursuant to Section 7.12 of the Purchase Agreement, and the execution and delivery of this Agreement is a condition to the obligations of the Purchaser to consummate the Closing under the Purchase Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Purchase Agreement with respect to the subject matter hereof (i.e., the non-competition, non-solicitation, confidentiality, and intellectual property covenants of Dr. Whitfield), the provisions of this Agreement shall control and govern. For the avoidance of doubt, the indemnification provisions of the Purchase Agreement (including, without limitation, the indemnification cap of One Hundred Twenty-Four Million Dollars ($124,000,000) and the eighteen (18)-month survival period applicable to general representations and warranties) shall not limit, restrict, or otherwise affect the remedies available to the Company under this Agreement for breach of the restrictive covenants set forth herein. The Company's rights and remedies under this Agreement are separate from, and in addition to, any indemnification rights and remedies available to the Company under the Purchase Agreement.

Section 10.13 — No Strict Construction. This Agreement has been negotiated by the Parties hereto and their respective counsel, and this Agreement shall not be construed strictly for or against any Party, regardless of which Party may have drafted any particular provision hereof. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision.

SCHEDULE A

KEY PAYORS

The following is a list of the Key Payors with which the Business has a contractual, reimbursement, or provider relationship as of the Closing Date, as cross-referenced from the Disclosure Schedules to the Purchase Agreement:

Note: Percentages are approximate and are based on the trailing twelve-month net revenue of the Acquired Business as of March 31, 2024, as reflected in the Disclosure Schedules to the Purchase Agreement. Additional payors representing individually less than 2% of net revenue are not separately listed but are included in the definition of "Key Payor" to the extent they satisfy the criteria set forth in Section 1.1 of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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: Priya Mehta-Sullivan

Title: Authorized Signatory

Date: June 30, 2024

DR. RANDALL J. WHITFIELD

________________________________________

Dr. Randall J. Whitfield, individually

Date: June 30, 2024

ACKNOWLEDGMENT OF RECEIPT OF INDEPENDENT LEGAL COUNSEL

The undersigned, Catherine Barrow of Barrow, Kensington & Pratt LLP, hereby confirms that she has served as independent legal counsel to Dr. Randall J. Whitfield in connection with his review, negotiation, and execution of this Non-Competition and Non-Solicitation Agreement, and that Dr. Whitfield has had a full and fair opportunity to review the terms and conditions hereof with the benefit of independent legal advice.

________________________________________

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

Date: June 30, 2024

No.	Key Payor	Approximate % of Net Revenue
1	SummitCare Health Plans, Inc.	~22%
2	Medicare (Title XVIII of the Social Security Act)	~18%
3	Medicaid (Title XIX of the Social Security Act, across applicable states)	~13%
4	Appalachian Ashford Specialty Insurance	~8%
5	Magnolia Health Partners, Inc.	~6%
6	Tri-State Workers' Compensation Trust	~5%
7	Peachtree Preferred Provider Network, LLC	~4%
8	Consolidated Health Alliance, Inc.	~3%
9	Heritage United Healthcare Plans	~3%
10	Carolina Benefits Administrators, Inc.	~3%
11	Volunteer State Insurance Company	~2%
12	Southeast Regional Health Cooperative	~2%
13	Piedmont Managed Care, LLC	~2%

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Dated as of June 30, 2024
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Non-Competition and Non-Solicitation Agreement (this "Agreement") is made and entered into as of June 30, 2024 (the "Effective Date"), by and between:
ARDENT HEALTHCARE ACQUISITION CORP., a Delaware corporation (the "Company"), with a registered address at c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801; and
DR. RANDALL J. WHITFIELD, an individual residing in the State of Tennessee (the "Restricted Party").
The Company and the Restricted Party are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Cardinal Peak Industries, Inc., a Delaware corporation ("Seller" or "CPI"), and Ardent Healthcare Acquisition Corp. (the "Purchaser" or the "Company") have entered into that certain Asset Purchase Agreement, dated as of April 2, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), pursuant to which the Purchaser is acquiring substantially all of the assets of CPI and certain of its subsidiaries for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), subject to customary working capital and other post-closing adjustments;
WHEREAS, Dr. Whitfield is the Founder, Chairman of the Board of Directors, and Chief Executive Officer of CPI and the holder of approximately fifty-two percent (52%) of the issued and outstanding shares of capital stock of CPI, making Dr. Whitfield the single largest shareholder and the controlling equityholder of CPI;
WHEREAS, Dr. Whitfield founded CPI in 2011 and has been instrumental in developing, building, managing, and operating CPI's business of operating thirty-seven (37) outpatient rehabilitation and behavioral health facilities across seven (7) states, specifically the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky;
WHEREAS, in connection with the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), Dr. Whitfield is receiving substantial consideration as a shareholder of CPI, including his pro rata share of the cash purchase price payable at the Closing and the right to receive contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) in the aggregate pursuant to the terms of the Earnout Agreement (as defined below);
WHEREAS, simultaneously herewith, Dr. Whitfield is entering into an Employment Agreement with the Company dated as of June 30, 2024, pursuant to which Dr. Whitfield will serve as the Chief Executive Officer of the Company for a three (3)-year term commencing on the Closing Date;
WHEREAS, the execution and delivery of this Agreement by Dr. Whitfield is a condition precedent to the obligation of the Purchaser to consummate the transactions contemplated by the Purchase Agreement, and the Purchaser would not have agreed to consummate such transactions absent Dr. Whitfield's agreement to the restrictive covenants set forth herein;
WHEREAS, Dr. Whitfield acknowledges that he possesses extensive knowledge of confidential business information, trade secrets, patient relationships, referral source relationships, payor relationships, vendor relationships, and employee relationships of CPI and the Acquired Business (as defined below), and that by virtue of his position as Founder, Chairman, and Chief Executive Officer, Dr. Whitfield has had access to the most sensitive and competitively valuable information of the Acquired Business, including strategic plans, financial performance data, clinical protocols, managed-care contract terms, reimbursement rates, and proprietary technology; and
WHEREAS, Dr. Whitfield further acknowledges that the restrictive covenants contained herein are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, including the goodwill acquired by the Company for $620,000,000 under the Purchase Agreement, and that adequate consideration exists for the covenants herein by virtue of the consideration received by Dr. Whitfield in connection with the transactions contemplated by the Purchase Agreement and the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by reference), the mutual covenants and agreements set forth herein, the consideration received by Dr. Whitfield in connection with the Purchase Agreement (including, without limitation, his pro rata share of the base purchase price, the earnout consideration, and the escrow amounts), the compensation and benefits payable under the Employment Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Acquired Business" means the business of operating outpatient rehabilitation and behavioral health clinics, including, without limitation, physical therapy services, occupational therapy services, speech-language pathology services, and outpatient behavioral health counseling services, together with all ancillary and related services, as conducted by CPI and its subsidiaries at any time prior to and including the Closing Date, including the operation of the thirty-seven (37) clinic locations identified in the Purchase Agreement and listed on the Disclosure Schedules thereto.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" shall include, with respect to the Company, Ardent Capital Management LLC, its general partners, limited partners, managing members, portfolio companies, and any fund or investment vehicle managed or advised by any of the foregoing.
"Business" means the operation of outpatient rehabilitation facilities, behavioral health clinics, physical therapy practices, occupational therapy practices, speech-language pathology practices, and related healthcare services, including, without limitation, the provision of outpatient physical rehabilitation, occupational therapy, speech-language pathology, outpatient behavioral health counseling, mental health services, substance use disorder treatment on an outpatient basis, and any ancillary services related thereto, in each case of the type provided by the Acquired Business at any time during the twenty-four (24) months prior to the Closing Date or at any time during the Restricted Period.
"Closing Date" means June 30, 2024, the date on which the Closing of the transactions contemplated by the Purchase Agreement occurs.
"Company" means Ardent Healthcare Acquisition Corp., a Delaware corporation, and its successors and permitted assigns.
"Competing Business" means any Person, entity, business, or enterprise (other than the Company and its Affiliates) that engages in, or owns or controls a direct or indirect interest in any entity that engages in, the Business within the Restricted Territory, whether such engagement is as a proprietor, partner, member, joint venturer, shareholder (other than as a holder of Permitted Passive Investments), officer, director, employee, consultant, independent contractor, agent, representative, franchisor, franchisee, manager, or in any other capacity whatsoever.
"Confidential Information" means all non-public, confidential, or proprietary information relating to the Business, the Acquired Business, the Company, or any of its Affiliates, in whatever form or medium (whether written, oral, electronic, visual, or otherwise), including, without limitation: (a) patient lists, patient records, patient demographic data, and patient referral patterns; (b) referral source lists and referral source relationships, including relationships with physicians, hospitals, skilled nursing facilities, and other healthcare providers; (c) payor contracts, including managed-care agreements, fee schedules, reimbursement rates, utilization review protocols, and related terms and conditions; (d) pricing data, cost structures, and margin analyses; (e) clinical protocols, treatment methodologies, quality assurance data, and outcomes data; (f) financial information, including revenue data, cost data, profit and loss statements, budgets, financial projections, and valuation analyses; (g) strategic plans, business plans, marketing plans, growth strategies, and acquisition pipelines; (h) employee information, including compensation data, benefit plans, recruiting strategies, retention programs, and organizational charts; (i) proprietary software, technology, systems, databases, and platforms, specifically including the PeakConnect patient-engagement software platform (U.S. Trademark Registration No. 5,412,887) and all related source code, algorithms, data architectures, and technical documentation; (j) vendor and supplier relationships, contract terms, and pricing; (k) real estate and lease information; and (l) any other information that derives economic value from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use. Confidential Information shall include all Trade Secrets.
"Earnout Agreement" means that certain Earnout Agreement, dated as of June 30, 2024, by and among the Company, CPI, and the Equityholder Representative (as defined therein), relating to the contingent consideration of up to Forty-Five Million Dollars ($45,000,000) in the aggregate payable upon the achievement of certain performance milestones.
"Employment Agreement" means that certain Employment Agreement, dated as of June 30, 2024, by and between Dr. Whitfield and the Company, pursuant to which Dr. Whitfield will serve as Chief Executive Officer of the Company.
"Key Payor" means any payor, managed-care organization, health maintenance organization, preferred provider organization, insurance company, self-funded employer plan, workers' compensation carrier, or governmental payor program (including the Medicare program under Title XVIII of the Social Security Act and the Medicaid program under Title XIX of the Social Security Act) with which the Business had a contractual, reimbursement, or provider relationship at any time during the twenty-four (24) months prior to the date of termination of the Restricted Period, including, without limitation, SummitCare Health Plans, Inc. and all payors listed on Schedule A attached hereto and incorporated herein by reference.
"Permitted Passive Investment" means the ownership of not more than two percent (2%) of the outstanding equity securities of any class of a corporation or other entity whose equity securities are listed on a national securities exchange or are regularly traded in an over-the-counter market, provided that Dr. Whitfield does not have any active participation in the business or management of such corporation or entity.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, association, governmental entity, or other entity of any kind.
"Purchase Agreement" means that certain Asset Purchase Agreement, dated as of April 2, 2024, by and among the Company, CPI, and the other parties thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Restricted Party" means Dr. Randall J. Whitfield.
"Restricted Period" means the period commencing on the Closing Date (June 30, 2024) and ending at 11:59 p.m. (Central Time) on the third (3rd) anniversary thereof (June 30, 2027), subject to extension as provided in Section 8.2 hereof.
"Restricted Territory" means the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky, being the seven (7) states in which the Acquired Business operates its thirty-seven (37) clinic locations as of the Closing Date.
"Trade Secrets" has the meaning ascribed to such term under the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. § 47-25-1701 et seq., as amended from time to time.
Section 1.2 — Capitalized Terms. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement. In the event of any conflict between a definition set forth in this Agreement and the corresponding definition set forth in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.
ARTICLE II — NON-COMPETITION
Section 2.1 — Non-Competition Covenant. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether as an owner, partner, member, shareholder, officer, director, employee, consultant, agent, independent contractor, principal, trustee, licensor, licensee, franchisor, franchisee, representative, or in any other capacity whatsoever:
(a) engage in, carry on, manage, operate, control, or participate in the ownership, management, operation, or control of any Competing Business within the Restricted Territory;
(b) acquire any ownership interest (other than a Permitted Passive Investment) in any Competing Business operating within the Restricted Territory, whether by purchase, subscription, exchange, gift, bequest, or otherwise;
(c) serve as an officer, director, employee, consultant, advisor, agent, or independent contractor of or to any Competing Business operating within the Restricted Territory, or otherwise render services to or for the benefit of any Competing Business operating within the Restricted Territory;
(d) lend money to, guarantee the obligations of, pledge assets as security for, or provide other financial assistance (including lines of credit, letters of credit, equity contributions, or subordinated debt) to any Competing Business operating within the Restricted Territory; or
(e) form, organize, establish, or participate in the formation, organization, or establishment of any entity that would constitute a Competing Business within the Restricted Territory.
The foregoing restrictions shall apply regardless of whether Dr. Whitfield engages in such activities for compensation or without compensation, and regardless of whether such activities are undertaken on a full-time or part-time basis.
Section 2.2 — Scope of Restriction. Dr. Whitfield acknowledges and agrees that the scope of the non-competition covenant set forth in Section 2.1 is reasonable and appropriate in all respects, including with respect to geographic scope, duration, and the activities restricted, for the following reasons:
(a) Geographic Scope. The Restricted Territory encompasses the seven (7) states in which the Acquired Business operates its thirty-seven (37) clinic locations, distributed as follows: Tennessee (fourteen (14) clinics), Georgia (eight (8) clinics), North Carolina (five (5) clinics), South Carolina (four (4) clinics), Alabama (three (3) clinics), Virginia (two (2) clinics), and Kentucky (one (1) clinic). Dr. Whitfield acknowledges that he has personal knowledge of, and significant professional relationships within, each of these geographic markets, and that the restriction to these seven states reflects the actual footprint of the Acquired Business and the markets in which the Company's goodwill and competitive position would be most at risk from competitive activity by Dr. Whitfield.
(b) Duration. The Restricted Period of three (3) years from the Closing Date (June 30, 2024 through June 30, 2027) is reasonable given: (i) Dr. Whitfield's role as the Founder and Chief Executive Officer of CPI for approximately thirteen (13) years; (ii) his extensive and intimate knowledge of the Business, including all Confidential Information and Trade Secrets; (iii) the duration of the earnout measurement periods under the Earnout Agreement (which extend through June 30, 2026); (iv) the three (3)-year term of Dr. Whitfield's Employment Agreement; and (v) the time reasonably necessary for the Company to integrate the Acquired Business, establish its own relationships with patients, referral sources, payors, and employees, and protect the goodwill acquired for $620,000,000.
(c) Activities Restricted. The restricted activities are limited to the Business, which consists of outpatient rehabilitation (including physical therapy, occupational therapy, and speech-language pathology) and outpatient behavioral health counseling services of the type conducted by the Acquired Business. Dr. Whitfield acknowledges that approximately 2,100 employees (including approximately 1,450 licensed clinicians and approximately 650 administrative and support personnel) operate across the thirty-seven (37) facilities of the Acquired Business, and that the Company has a substantial interest in protecting the stability and continuity of the workforce and the relationships that these employees maintain with patients, referral sources, and payors.
Section 2.3 — Permitted Activities. Notwithstanding the provisions of Section 2.1, nothing in this Agreement shall prohibit Dr. Whitfield from engaging in the following activities during the Restricted Period:
(a) Permitted Passive Investments. Owning a Permitted Passive Investment (i.e., not more than two percent (2%) of the outstanding equity securities of any class of a publicly traded corporation or other entity), provided that Dr. Whitfield does not have any active participation in the business, management, or operations of such corporation or entity and does not serve as an officer, director, employee, consultant, or advisor thereof;
(b) Charitable, Civic, Educational, and Industry Activities. Engaging in charitable, civic, educational, religious, or industry association activities, including serving on the boards of directors or advisory boards of nonprofit organizations, hospitals (to the extent not constituting a Competing Business), educational institutions, or industry trade associations, provided that such activities do not involve Dr. Whitfield's engagement in, or support of, a Competing Business within the Restricted Territory;
(c) Personal Healthcare Consulting. Engaging in personal healthcare consulting activities that are unrelated to the Business and that do not constitute engagement in a Competing Business within the Restricted Territory, subject to the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned, or delayed), provided that Dr. Whitfield shall submit a written request describing in reasonable detail the proposed consulting engagement, the identity of the client, and the nature and scope of the services to be provided, and the Company shall respond to such request within fifteen (15) business days of receipt thereof; and
(d) Employment Activities. Performing his duties and responsibilities as Chief Executive Officer of the Company (or in such other capacities as may be agreed upon) pursuant to and in accordance with the terms of the Employment Agreement.
ARTICLE III — NON-SOLICITATION OF EMPLOYEES
Section 3.1 — Employee Non-Solicitation. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether for his own account or for the account of any other Person:
(a) solicit, recruit, hire, employ, engage, or attempt to solicit, recruit, hire, employ, or engage any person who is then employed by the Company or any of its Affiliates (whether on a full-time, part-time, temporary, or per diem basis), or who was employed by the Company, CPI, or any of their respective Affiliates at any time during the twelve (12) months preceding such solicitation, recruitment, hiring, employment, or engagement;
(b) induce, encourage, or attempt to induce or encourage any employee of the Company or any of its Affiliates to terminate, resign from, or otherwise cease his or her employment with the Company or any of its Affiliates, or to breach any term or condition of his or her employment agreement (if any) with the Company or any of its Affiliates; or
(c) assist, facilitate, advise, or encourage any third party (including any Competing Business) in doing any of the acts described in clauses (a) or (b) of this Section 3.1.
The restrictions set forth in this Section 3.1 shall apply to the solicitation, recruitment, hiring, employment, or engagement of all employees of the Company and its Affiliates, including, without limitation, the approximately 2,100 employees (consisting of approximately 1,450 licensed clinicians, including physical therapists, occupational therapists, speech-language pathologists, licensed professional counselors, licensed clinical social workers, and psychologists, and approximately 650 administrative, managerial, and support staff) who are transferred to the Company from CPI in connection with the Closing. Dr. Whitfield acknowledges that these employees possess specialized skills, training, certifications, and relationships that are critical to the operation of the Business and that the loss of any such employees to a Competing Business would cause significant harm to the Company.
Section 3.2 — Exceptions. Notwithstanding the provisions of Section 3.1, the following activities shall not constitute a violation of this Article III:
(a) General Solicitations. The placement of general solicitations of employment that are not specifically targeted at or directed to employees of the Company or its Affiliates, including advertisements in newspapers, trade publications, professional journals, or on internet job boards of general circulation (such as Indeed, Westmark Health IT, or similar platforms), provided that Dr. Whitfield does not otherwise directly or indirectly solicit, recruit, or encourage any specific employee of the Company or its Affiliates to respond to such general solicitation; and
(b) Previously Terminated Employees. The hiring or engagement of any individual whose employment with the Company or its Affiliates was terminated by the Company or its Affiliates without Cause (as defined in the Employment Agreement) more than six (6) months prior to the date of such hiring or engagement, provided that Dr. Whitfield did not, during the six (6)-month period following such termination, solicit, recruit, or encourage such individual to seek employment or engagement with Dr. Whitfield or any Competing Business.
ARTICLE IV — NON-SOLICITATION OF PATIENTS AND BUSINESS RELATIONSHIPS
Section 4.1 — Patient and Referral Source Non-Solicitation. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether for his own account or for the account of any other Person:
(a) solicit, contact, divert, take away, or attempt to solicit, contact, divert, or take away any patient, client, or referral source of the Business who was a patient, client, or referral source of the Acquired Business or the Company at any time during the twenty-four (24) months prior to the Closing Date or at any time thereafter during the Restricted Period, for the purpose of providing or offering to provide services that are the same as or substantially similar to those provided by the Business; or
(b) encourage, induce, or attempt to encourage or induce any patient, client, or referral source (including any physician, hospital, skilled nursing facility, home health agency, or other healthcare provider) to discontinue, reduce, modify, or otherwise adversely alter their relationship with the Company or any of its Affiliates, or to transfer their patronage or referrals to any Competing Business.
Dr. Whitfield acknowledges that the relationships between the Acquired Business and its patients and referral sources are among the most valuable assets acquired by the Company under the Purchase Agreement and that such relationships are based, in significant part, on the personal relationships and professional reputation that Dr. Whitfield has cultivated over the course of his tenure as Founder and Chief Executive Officer of CPI. Dr. Whitfield further acknowledges that the diversion of patients or referral sources to a Competing Business would cause direct and substantial harm to the Company and would undermine the goodwill for which the Company has paid substantial consideration.
Section 4.2 — Payor Non-Solicitation and Non-Interference. During the Restricted Period, Dr. Whitfield shall not, directly or indirectly, whether individually or through any Person, and whether for his own account or for the account of any other Person:
(a) interfere with, solicit, divert, or attempt to interfere with, solicit, or divert any Key Payor relationship of the Company or any of its Affiliates, including any managed-care contracts, provider agreements, fee schedule arrangements, or other contractual or reimbursement relationships;
(b) encourage, induce, assist, or attempt to encourage, induce, or assist any Key Payor, including, without limitation, SummitCare Health Plans, Inc. (which represents approximately twenty-two percent (22%) of the net revenue of the Acquired Business) and the Medicare and Medicaid programs (which represent, in the aggregate, approximately thirty-one percent (31%) of the net revenue of the Acquired Business), to terminate, cancel, not renew, reduce, or adversely modify any contractual, reimbursement, or provider relationship with the Company or any of its Affiliates; or
(c) solicit, induce, encourage, or attempt to solicit, induce, or encourage any vendor, supplier, independent contractor, landlord, or other business counterparty to terminate, cancel, not renew, or materially reduce its business relationship with the Company or any of its Affiliates, or to increase its pricing or otherwise modify the terms of its relationship with the Company in a manner that is adverse to the Company.
Dr. Whitfield acknowledges that the Company's managed-care contracts, payor relationships, and provider agreements are critical to the financial performance and viability of the Business and that Dr. Whitfield has had personal involvement in the negotiation and maintenance of many such relationships. Dr. Whitfield further acknowledges that disruption of these relationships could cause severe and potentially irreparable financial harm to the Company.
ARTICLE V — CONFIDENTIALITY
Section 5.1 — Confidential Information. Dr. Whitfield acknowledges that during his tenure as Founder, Chairman, and Chief Executive Officer of CPI, and during his employment with the Company under the Employment Agreement, he has had and will continue to have access to, and knowledge of, Confidential Information, including Trade Secrets. Dr. Whitfield agrees that, at all times during and after the Restricted Period, he shall:
(a) hold all Confidential Information in strict confidence and not, directly or indirectly, disclose, publish, communicate, divulge, furnish, make accessible, or otherwise make available any Confidential Information to any Person (other than authorized employees, officers, directors, agents, and representatives of the Company who have a need to know such information in connection with the Business);
(b) not use any Confidential Information for any purpose whatsoever other than the performance of his duties and responsibilities under the Employment Agreement or as otherwise expressly authorized in writing by the Company; and
(c) use reasonable care and take all reasonably necessary precautions to prevent the unauthorized disclosure or use of Confidential Information, applying at least the same degree of care as Dr. Whitfield uses to protect his own confidential information.
The obligations set forth in this Section 5.1 shall survive the expiration of the Restricted Period and shall continue indefinitely with respect to Trade Secrets (as such term is defined under the Tennessee Uniform Trade Secrets Act) and for a period of five (5) years following the expiration of the Restricted Period (or the termination of Dr. Whitfield's employment, whichever is later) with respect to all other Confidential Information.
Section 5.2 — Return of Materials. Upon the expiration of the Restricted Period or the termination of Dr. Whitfield's employment with the Company (whichever occurs later), Dr. Whitfield shall promptly (and in any event within ten (10) business days):
(a) return to the Company all documents, files, records, correspondence, memoranda, notes, reports, data, databases, software, equipment, devices, keys, access cards, and all other materials (whether in physical, electronic, digital, or other form) containing or relating to Confidential Information that are in Dr. Whitfield's possession, custody, or control; and
(b) permanently delete and destroy all electronic copies of Confidential Information stored on any personal computer, mobile device, cloud storage account, email account, or other electronic medium owned or controlled by Dr. Whitfield, and certify such deletion and destruction in writing to the Company.
Dr. Whitfield shall not retain any copies, extracts, summaries, or reproductions of any Confidential Information in any form following such return or destruction, except as may be required to be retained by applicable law or regulation, provided that any such retained information shall remain subject to the confidentiality obligations of this Article V.
Section 5.3 — Exceptions. The obligations set forth in this Article V shall not apply to information that:
(a) is or becomes generally available to the public other than as a result of a disclosure by Dr. Whitfield or any Person to whom Dr. Whitfield disclosed such information in violation of this Agreement;
(b) was known to Dr. Whitfield on a non-confidential basis prior to his involvement with CPI, as evidenced by Dr. Whitfield's contemporaneous written records;
(c) is required to be disclosed by applicable law, regulation, rule of any stock exchange, subpoena, civil investigative demand, court order, or other governmental or regulatory requirement, provided that Dr. Whitfield shall (to the extent legally permissible) give the Company prompt written notice of such requirement so that the Company may seek a protective order or other appropriate remedy, and provided further that Dr. Whitfield shall cooperate with the Company's efforts to obtain such protective order and shall disclose only that portion of the Confidential Information that is legally required to be disclosed; or
(d) is disclosed by Dr. Whitfield to his personal legal counsel and personal tax advisors on a need-to-know basis in connection with the provision of legal or tax advice to Dr. Whitfield, provided that such counsel and advisors are bound by professional obligations of confidentiality or enter into written confidentiality agreements with terms no less restrictive than those set forth herein.
Section 5.4 — Defend Trade Secrets Act Notice. Pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Dr. Whitfield 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 (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) is made solely for the purpose of reporting or investigating a suspected violation of law; or
(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 create liability for disclosures of trade secrets that are expressly allowed by such section. Nothing in this Agreement shall be construed to limit Dr. Whitfield's right to communicate with any government agency or participate in any investigation or proceeding, or to prohibit Dr. Whitfield from providing truthful testimony if compelled by lawful process.
ARTICLE VI — INTELLECTUAL PROPERTY
Section 6.1 — Acknowledgment. Dr. Whitfield acknowledges and agrees that, pursuant to the intellectual Property Assignment Agreement dated June 30, 2024, by and between CPI and the Company (the "IP Assignment Agreement"), all intellectual property of CPI and its subsidiaries has been assigned, conveyed, and transferred to the Company, including, without limitation:
(a) the PeakConnect patient-engagement software platform, including all source code, object code, algorithms, databases, data architectures, user interfaces, application programming interfaces, technical documentation, and related materials, together with U.S. Trademark Registration No. 5,412,887 for the PEAKCONNECT mark;
(b) all patents and patent applications, including any provisional applications, continuations, continuations-in-part, divisionals, reissues, and foreign counterparts;
(c) all trademarks, service marks, trade names, trade dress, logos, brand names, domain names, and social media accounts, together with all registrations and applications therefor and the goodwill associated therewith;
(d) all copyrights and copyrightable works, including marketing materials, training materials, clinical protocols, and patient education materials; and
(e) all Trade Secrets and other proprietary information, know-how, and technology related to the Business.
Dr. Whitfield shall not, at any time during or after the Restricted Period, challenge, contest, dispute, or take any action that is inconsistent with the Company's ownership of any of the intellectual property described above or assigned pursuant to the IP Assignment Agreement. Dr. Whitfield shall not, directly or indirectly, apply for, register, or seek to register any patent, trademark, copyright, or other intellectual property right that is based upon, derived from, or confusingly similar to any intellectual property of the Company or the Acquired Business.
Section 6.2 — Cooperation. Dr. Whitfield agrees to cooperate fully and in good faith with the Company, at the Company's reasonable request and expense, in connection with the protection, maintenance, and enforcement of any intellectual property rights assigned to the Company under the IP Assignment Agreement, including, without limitation:
(a) executing such additional assignments, declarations, affidavits, powers of attorney, and other instruments as the Company may reasonably request to perfect, maintain, or enforce its ownership of such intellectual property;
(b) providing truthful testimony and other assistance in connection with any litigation, administrative proceeding, or other action relating to the Company's intellectual property; and
(c) assisting the Company in identifying any potential infringement, misappropriation, or unauthorized use of the Company's intellectual property.
The Company shall reimburse Dr. Whitfield for his reasonable out-of-pocket expenses incurred in connection with such cooperation, and, following the termination of Dr. Whitfield's employment with the Company, the Company shall compensate Dr. Whitfield at a mutually agreed-upon reasonable hourly rate for time spent providing cooperation under this Section 6.2 in excess of five (5) hours per calendar month.
ARTICLE VII — REASONABLENESS OF RESTRICTIONS; ACKNOWLEDGMENTS
Section 7.1 — Reasonableness. Dr. Whitfield acknowledges, represents, and agrees that:
(a) The restrictive covenants set forth in Articles II, III, IV, V, and VI of this Agreement are reasonable in scope, duration, and geographic extent and are necessary to protect the legitimate business interests of the Company and its Affiliates, including, without limitation, (i) the goodwill and going concern value of the Acquired Business, which the Company has acquired for a base purchase price of Six Hundred Twenty Million Dollars ($620,000,000), (ii) the Confidential Information and Trade Secrets of the Business, (iii) the patient and referral source relationships of the Business, (iv) the payor and managed-care relationships of the Business, (v) the employee workforce of the Business, and (vi) the intellectual property of the Business;
(b) The consideration received by Dr. Whitfield as the holder of approximately fifty-two percent (52%) of the outstanding capital stock of CPI under the Purchase Agreement, including Dr. Whitfield's pro rata share of the base purchase price, the right to receive contingent earnout payments of up to Forty-Five Million Dollars ($45,000,000) under the Earnout Agreement, Dr. Whitfield's share of escrow amounts, and the compensation and benefits payable under the Employment Agreement, collectively constitute adequate, fair, and independent consideration for the restrictive covenants set forth in this Agreement;
(c) The geographic scope of the Restricted Territory, encompassing the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky, corresponds precisely to the seven (7) states in which CPI operates its thirty-seven (37) clinic locations and in which the Company will conduct the Business following the Closing;
(d) The three (3)-year duration of the Restricted Period is reasonable in light of: (i) Dr. Whitfield's role as the Founder and sole Chief Executive Officer of CPI since its inception in 2011; (ii) Dr. Whitfield's extensive and unparalleled knowledge of the Acquired Business, including all Confidential Information and Trade Secrets; (iii) the duration of the earnout measurement periods under the Earnout Agreement, which extend through June 30, 2026; (iv) the three (3)-year term of Dr. Whitfield's Employment Agreement; and (v) the time reasonably necessary for the Company to establish its own independent relationships and fully integrate the Acquired Business;
(e) The enforcement of the restrictive covenants contained in this Agreement will not impose an undue hardship on Dr. Whitfield, taking into account Dr. Whitfield's education, training, skills, experience, and the substantial consideration he has received in connection with the transactions contemplated by the Purchase Agreement;
(f) Dr. Whitfield's experience, knowledge, and relationships are of such a specialized and unique nature that the Company cannot be adequately protected by damages alone in the event of a breach of the restrictive covenants; and
(g) Dr. Whitfield has carefully read and considered the provisions of this Agreement, has had the opportunity to negotiate the terms hereof, and is voluntarily entering into this Agreement with a full understanding of its terms and consequences.
Section 7.2 — Independent Covenants. The covenants and obligations of Dr. Whitfield set forth in this Agreement are independent of, and shall not be affected by, any other agreement between Dr. Whitfield and the Company or its Affiliates. Without limiting the generality of the foregoing, the covenants herein shall not be affected by any breach or alleged breach by the Company of the Employment Agreement, the Purchase Agreement, the Earnout Agreement, or any other agreement, and the existence of any claim or cause of action that Dr. Whitfield may have against the Company, whether based on this Agreement or otherwise, shall not constitute a defense to the enforcement of the covenants herein. The obligations of Dr. Whitfield under this Agreement shall survive any termination of the Employment Agreement (whether by the Company or by Dr. Whitfield, and whether with or without cause or good reason) and shall remain in full force and effect for the duration of the Restricted Period regardless of the circumstances of such termination.
ARTICLE VIII — REMEDIES
Section 8.1 — Irreparable Harm; Injunctive Relief. Dr. Whitfield acknowledges and agrees that a breach or threatened breach of any of the covenants set forth in Articles II, III, IV, V, or VI of this Agreement would cause the Company irreparable harm and injury for which monetary damages alone would be an inadequate remedy. Accordingly, the Company shall be entitled to seek and obtain, from any court of competent jurisdiction, temporary restraining orders, preliminary injunctions, permanent injunctions, orders of specific performance, and any other equitable relief that may be appropriate to restrain any breach or threatened breach of this Agreement by Dr. Whitfield or to compel specific performance of Dr. Whitfield's obligations hereunder, in each case without the necessity of:
(a) posting any bond, surety, or other security (or, if a bond is required by applicable law, the Parties agree that a bond in the nominal amount of One Thousand Dollars ($1,000) shall be sufficient);
(b) proving the inadequacy of monetary damages or the existence of irreparable harm (which Dr. Whitfield hereby stipulates and concedes); or
(c) proving actual damages or any other condition to equitable relief.
The foregoing right to seek injunctive relief and other equitable remedies shall be in addition to, and not in lieu of, any and all other rights and remedies that may be available to the Company at law or in equity, including the right to seek monetary damages (including consequential, incidental, and indirect damages).
Section 8.2 — Extension of Restricted Period. In the event that Dr. Whitfield breaches any of the covenants set forth in Articles II, III, or IV of this Agreement, the Restricted Period applicable to the breached covenant shall be automatically extended by a period of time equal to the duration of such breach (the "Tolling Period"), such that the Restricted Period shall not expire until the passage of the full unexpired portion of the Restricted Period following the cessation of such breach. In no event shall the Tolling Period exceed a period of two (2) years in the aggregate.
Section 8.3 — Judicial Modification (Blue Pencil). If any court of competent jurisdiction shall determine that any covenant set forth in this Agreement is unreasonable or unenforceable as to its scope, duration, geographic extent, or any other aspect, the Parties intend and hereby request that such court shall have the power to modify, reform, or "blue pencil" such covenant to the minimum extent necessary to render it reasonable and enforceable, and such covenant as so modified shall be binding upon and enforceable against Dr. Whitfield. Dr. Whitfield acknowledges that this Section 8.3 is consistent with the blue-pencil doctrine recognized under Tennessee law and applicable precedent, including Hasty v. Rent-A-Driver, Inc., 671 S.W.2d 471 (Tenn. 1984), and its progeny. Dr. Whitfield agrees that if a court modifies any covenant pursuant to this Section 8.3, the remaining provisions of this Agreement shall remain in full force and effect.
Section 8.4 — Attorneys' Fees. In the event of any action, suit, or proceeding brought by either Party to enforce, interpret, or obtain a declaration of rights under this Agreement, or arising out of or relating to a breach or threatened breach of this Agreement, the prevailing party in such action, suit, or proceeding shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred at trial, on appeal, and in connection with any enforcement of any judgment), in addition to any other relief to which such prevailing party may be entitled.
Section 8.5 — Cumulative Remedies. All rights and remedies of the Company under this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the Company, whether at law, in equity, by statute, or otherwise. The exercise of one remedy by the Company shall not preclude the exercise of any other remedy available to the Company, and no single exercise of a remedy shall be deemed an election of remedies or a waiver of any other remedy.
ARTICLE IX — REPRESENTATIONS AND WARRANTIES OF DR. WHITFIELD
Dr. Whitfield hereby represents and warrants to the Company as follows:
Section 9.1 — Legal Capacity. Dr. Whitfield has the full legal capacity, right, power, and authority to execute, deliver, and perform this Agreement. This Agreement constitutes the legal, valid, and binding obligation of Dr. Whitfield, enforceable against him in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).
Section 9.2 — No Conflicts. The execution, delivery, and performance of this Agreement by Dr. Whitfield does not and will not (a) conflict with or result in a violation or breach of any agreement, contract, commitment, understanding, arrangement, or obligation (whether written or oral) to which Dr. Whitfield is a party or by which he is bound, (b) result in a violation of any law, statute, rule, regulation, order, judgment, decree, or governmental requirement applicable to Dr. Whitfield, or (c) require the consent, approval, authorization, or waiver of any Person or governmental authority.
Section 9.3 — Independent Legal Counsel. Dr. Whitfield acknowledges that he has had the opportunity to consult with independent legal counsel of his own choosing, specifically the law firm of Barrow, Kensington & Pratt LLP, Nashville, Tennessee, regarding the terms, conditions, and consequences of this Agreement, including the restrictive covenants set forth herein. Dr. Whitfield further acknowledges that he has read and fully understands the terms of this Agreement and is entering into this Agreement voluntarily and of his own free will, without coercion or duress.
Section 9.4 — No Existing Restrictions. Dr. Whitfield represents and warrants that he is not a party to, and is not bound by, any existing non-competition agreement, non-solicitation agreement, confidentiality agreement (other than in connection with CPI), restrictive covenant, or similar agreement with any Person that would conflict with, limit, or impair his ability to fully perform his obligations under this Agreement or under the Employment Agreement.
ARTICLE X — GENERAL PROVISIONS
Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Tennessee, without giving effect to any choice or conflict of law 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.
Section 10.2 — Jurisdiction and Venue. Each Party hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Tennessee located in Davidson County, Tennessee, and the United States District Court for the Middle District of Tennessee (Nashville Division), for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement. Each Party hereby irrevocably waives, to the fullest extent permitted by law, (a) any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and (b) any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit, or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.
Section 10.3 — Assignment. This Agreement and the rights and obligations hereunder may not be assigned, delegated, or transferred by Dr. Whitfield without the prior written consent of the Company, and any purported assignment, delegation, or transfer by Dr. Whitfield in violation of this Section 10.3 shall be null and void. The Company may, without the consent of Dr. Whitfield, assign this Agreement and any or all of its rights and obligations hereunder to (a) any Affiliate of the Company, (b) any successor in interest to all or substantially all of the assets or business of the Company, whether by merger, consolidation, reorganization, sale of assets, or otherwise, or (c) any purchaser or transferee of any material portion of the Business. Upon any such assignment by the Company, the assignee shall be deemed to have assumed all of the Company's obligations under this Agreement, and the Company shall be released from its obligations hereunder to the extent assumed by the assignee.
Section 10.4 — Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. Dr. Whitfield's obligations under this Agreement are personal in nature and shall be binding upon Dr. Whitfield's estate in the event of Dr. Whitfield's death or incapacity.
Section 10.5 — Entire Agreement. This Agreement, together with the Purchase Agreement, the Employment Agreement, the Earnout Agreement, the IP Assignment Agreement, and the other agreements, instruments, and documents contemplated thereby, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, understandings, proposals, representations, warranties, and agreements, whether written or oral, relating to the subject matter hereof. No Party has relied on any representation, warranty, or promise of any other Party that is not expressly set forth in this Agreement or in the other agreements referenced herein.
Section 10.6 — Amendments. No provision of this Agreement may be amended, modified, supplemented, or waived except by a written instrument executed by both Parties hereto. No oral statement, course of dealing, or course of performance shall be deemed to amend or modify this Agreement.
Section 10.7 — Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to other Persons or circumstances, and the remaining provisions of this Agreement shall continue in full force and effect to the fullest extent permitted by law. In the event that any provision of this Agreement is held to be overbroad or unreasonable, the Parties refer to and incorporate the judicial modification provisions set forth in Section 8.3 of this Agreement.
Section 10.8 — Waiver. No waiver by any Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any preceding or subsequent breach or default of the same or any other provision of this Agreement. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. All waivers must be in writing and signed by the Party against whom enforcement of the waiver is sought.
Section 10.9 — Notices. All notices, requests, demands, claims, consents, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service (with written confirmation of receipt), or (d) sent by email (with confirmation of transmission and no bounce-back or error message received), in each case addressed to the applicable Party at the following addresses (or at such other address as a Party may designate by Notice in accordance with this Section 10.9):
If to the Company:
Ardent Healthcare Acquisition Corp. c/o Ardent Capital Management LLC 590 Madison Avenue, 34th Floor New York, New York 10022
Attention: Priya Mehta-Sullivan
Email: pmehta-sullivan@ardentcap.com
with a copy to (which shall not constitute Notice):
Calderwood & Harkness LLP One World Financial Center 200 Liberty Street, 40th Floor New York, New York 10281
Attention: Beatrice Holloway
Email: bholloway@calderwoodharkness.com
If to Dr. Whitfield:
Dr. Randall J. Whitfield At the residential address on file with the Company
with a copy to (which shall not constitute Notice):
Barrow, Kensington & Pratt LLP 1201 Demonbreun Street, Suite 1800 Nashville, Tennessee 37203
Attention: Catherine Barrow
Email: cbarrow@bkplaw.com
Section 10.10 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email (including .pdf or any electronic signature format complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed counterpart of this Agreement.
Section 10.11 — Section Headings. The headings of the Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Agreement.
Section 10.12 — Relationship to Purchase Agreement. This Agreement is being executed and delivered by Dr. Whitfield pursuant to Section 7.12 of the Purchase Agreement, and the execution and delivery of this Agreement is a condition to the obligations of the Purchaser to consummate the Closing under the Purchase Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Purchase Agreement with respect to the subject matter hereof (i.e., the non-competition, non-solicitation, confidentiality, and intellectual property covenants of Dr. Whitfield), the provisions of this Agreement shall control and govern. For the avoidance of doubt, the indemnification provisions of the Purchase Agreement (including, without limitation, the indemnification cap of One Hundred Twenty-Four Million Dollars ($124,000,000) and the eighteen (18)-month survival period applicable to general representations and warranties) shall not limit, restrict, or otherwise affect the remedies available to the Company under this Agreement for breach of the restrictive covenants set forth herein. The Company's rights and remedies under this Agreement are separate from, and in addition to, any indemnification rights and remedies available to the Company under the Purchase Agreement.
Section 10.13 — No Strict Construction. This Agreement has been negotiated by the Parties hereto and their respective counsel, and this Agreement shall not be construed strictly for or against any Party, regardless of which Party may have drafted any particular provision hereof. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision.
SCHEDULE A
KEY PAYORS
The following is a list of the Key Payors with which the Business has a contractual, reimbursement, or provider relationship as of the Closing Date, as cross-referenced from the Disclosure Schedules to the Purchase Agreement:
Note: Percentages are approximate and are based on the trailing twelve-month net revenue of the Acquired Business as of March 31, 2024, as reflected in the Disclosure Schedules to the Purchase Agreement. Additional payors representing individually less than 2% of net revenue are not separately listed but are included in the definition of "Key Payor" to the extent they satisfy the criteria set forth in Section 1.1 of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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: Priya Mehta-Sullivan
Title: Authorized Signatory
Date: June 30, 2024
DR. RANDALL J. WHITFIELD
________________________________________
Dr. Randall J. Whitfield, individually
Date: June 30, 2024
ACKNOWLEDGMENT OF RECEIPT OF INDEPENDENT LEGAL COUNSEL
The undersigned, Catherine Barrow of Barrow, Kensington & Pratt LLP, hereby confirms that she has served as independent legal counsel to Dr. Randall J. Whitfield in connection with his review, negotiation, and execution of this Non-Competition and Non-Solicitation Agreement, and that Dr. Whitfield has had a full and fair opportunity to review the terms and conditions hereof with the benefit of independent legal advice.
________________________________________
Catherine Barrow Barrow, Kensington & Pratt LLP 1201 Demonbreun Street, Suite 1800 Nashville, Tennessee 37203
Date: June 30, 2024
No. | Key Payor | Approximate % of Net Revenue
1 | SummitCare Health Plans, Inc. | ~22%
2 | Medicare (Title XVIII of the Social Security Act) | ~18%
3 | Medicaid (Title XIX of the Social Security Act, across applicable states) | ~13%
4 | Appalachian Ashford Specialty Insurance | ~8%
5 | Magnolia Health Partners, Inc. | ~6%
6 | Tri-State Workers' Compensation Trust | ~5%
7 | Peachtree Preferred Provider Network, LLC | ~4%
8 | Consolidated Health Alliance, Inc. | ~3%
9 | Heritage United Healthcare Plans | ~3%
10 | Carolina Benefits Administrators, Inc. | ~3%
11 | Volunteer State Insurance Company | ~2%
12 | Southeast Regional Health Cooperative | ~2%
13 | Piedmont Managed Care, LLC | ~2%

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

SCHEDULE A

KEY PAYORS

ARDENT HEALTHCARE ACQUISITION CORP.

DR. RANDALL J. WHITFIELD

ACKNOWLEDGMENT OF RECEIPT OF INDEPENDENT LEGAL COUNSEL

Record

Parties

Dates

Amounts