ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT
June 30, 2024
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of June 30, 2024 (the "Execution Date"), by and between:
CARDINAL PEAK INDUSTRIES, INC., a Delaware corporation (the "Assignor" or "Seller"), with its principal offices located at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215;
and
ARDENT HEALTHCARE ACQUISITION CORP., a Delaware corporation (the "Assignee" or "Purchaser"), with its registered office located at c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801.
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase Agreement, dated as of April 2, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Asset Purchase Agreement" or "APA"), by and between Assignor and Assignee, pursuant to which Assignor has agreed to sell, assign, transfer, and convey to Assignee, and Assignee has agreed to purchase and assume from Assignor, substantially all of the assets of Assignor used in connection with the Acquired Business (as defined in the APA) and certain specified liabilities of Assignor, upon the terms and subject to the conditions set forth therein;
WHEREAS, the Asset Purchase Agreement provides for a base purchase price of $620,000,000 (Six Hundred Twenty Million Dollars) (the "Base Purchase Price"), subject to customary working capital adjustments, earnout provisions, and other purchase price adjustments as set forth in Article II of the APA;
WHEREAS, Assignee is a Delaware corporation wholly owned by Ardent Capital Partners III LP, a Delaware limited partnership, and was formed on January 22, 2024, for the specific purpose of consummating the transactions contemplated by the Asset Purchase Agreement and has conducted no other business operations;
WHEREAS, the Closing (as defined in the APA) is occurring on the date hereof, and pursuant to Section 2.6(a)(iii) of the APA, Assignor is required to execute and deliver this Assignment and Assumption Agreement to Assignee at the Closing as a condition precedent to the obligations of Assignee to consummate the transactions contemplated by the APA;
WHEREAS, the Parties desire to evidence the assignment by Assignor to Assignee of all of Assignor's right, title, and interest in, to, and under the Assumed Contracts and the assumption by Assignee of the Assumed Liabilities, in each case on the terms and subject to the conditions set forth herein and in the APA; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 Incorporation of APA Definitions. All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in the APA, as if such definitions were set forth in their entirety in this Agreement. To the extent that a term is defined both in this Agreement and in the APA, the definition set forth in this Agreement shall control solely for purposes of this Agreement; provided, however, that in the event of any inconsistency between the definitions in this Agreement and the definitions in the APA with respect to the scope of any asset, liability, or obligation being assigned or assumed hereunder, the APA shall control in all respects.
Section 1.2 Specific Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Assumed Contracts" shall have the meaning set forth in Section 2.1 of this Agreement.
(b) "Assumed Liabilities" shall have the meaning set forth in Section 2.2 of this Agreement.
(c) "Excluded Liabilities" shall have the meaning set forth in Section 2.3 of this Agreement.
(d) "Effective Time" shall mean the Closing, effective as of 12:01 a.m. Eastern Time on June 30, 2024, such that Assignee shall be deemed to have acquired all right, title, and interest in the Assumed Contracts and to have assumed all Assumed Liabilities as of such time, and all economic benefits and burdens with respect to the Assumed Contracts and the Assumed Liabilities shall be allocated between the Parties accordingly.
ARTICLE II — ASSIGNMENT AND ASSUMPTION
Section 2.1 — Assignment of Assumed Contracts
Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee, effective as of the Effective Time, all of Assignor's right, title, and interest in, to, and under the contracts, agreements, leases, licenses, permits, commitments, purchase orders, work orders, and other instruments and arrangements listed on Exhibit A attached hereto and incorporated herein by reference (collectively, the "Assumed Contracts"), free and clear of all Encumbrances other than Permitted Encumbrances (each as defined in the APA), including without limitation the following categories of agreements:
(a) Managed-Care and Payor Agreements. All managed-care agreements, preferred-provider agreements, network participation agreements, and other payor contracts pursuant to which Assignor receives reimbursement for healthcare services rendered in the Acquired Business, including but not limited to agreements with SummitCare Health Plans, Inc. (the single largest commercial payor, representing approximately 22% of net revenue of the Acquired Business for the fiscal year ended December 31, 2023) and the other payors identified on Schedule 3.14 of the Disclosure Schedules to the APA, comprising twelve (12) major payors in total. For the avoidance of doubt, participation in the Medicare and Medicaid programs (which together represent approximately 31% of combined net revenue) is addressed separately in the APA and the applicable regulatory filings and is not subject to assignment hereunder, but all related provider agreements and enrollment applications are included among the Assumed Contracts to the extent assignable.
(b) Real Property Leases. All triple-net leases, subleases, and occupancy agreements for the thirty-seven (37) outpatient rehabilitation and behavioral health clinic locations operated by Assignor across the following seven (7) states: Tennessee (14 locations), Georgia (8 locations), North Carolina (5 locations), South Carolina (4 locations), Alabama (3 locations), Virginia (2 locations), and Kentucky (1 location), as more particularly described on Schedule 3.9 of the Disclosure Schedules to the APA. Each such lease is subject to its existing terms and conditions, including any renewal options, rent escalation provisions, and co-tenancy requirements set forth therein. The assignment of twenty-nine (29) of the thirty-seven (37) leases is subject to the receipt of landlord consents, as further addressed in Section 5.2 of this Agreement. With respect to the remaining eight (8) leases, Assignor represents that assignment is permitted without landlord consent under the terms of the applicable lease instrument, or that the required consents have been obtained prior to the date hereof.
(c) Vendor, Supplier, and Service Agreements. All contracts and agreements with vendors, suppliers, distributors, service providers, consultants, and independent contractors entered into in the ordinary course of business and used in connection with the Acquired Business, including but not limited to agreements for pharmaceutical supplies, medical equipment and devices, laboratory services, janitorial and facilities maintenance, staffing and recruiting, and marketing services, as more fully identified on Exhibit A hereto.
(d) Information Technology and Software License Agreements. All information technology services agreements, software license agreements, hardware maintenance contracts, data hosting agreements, telecommunications contracts, and related technology agreements used in connection with the Acquired Business, including agreements related to the PeakConnect proprietary care management platform (provided that the underlying intellectual property rights in PeakConnect are assigned pursuant to the separate intellectual Property Assignment Agreement executed by the Parties on the date hereof, and this Agreement addresses only the contractual rights and obligations under the applicable license, support, and hosting arrangements). Notwithstanding the foregoing, this assignment shall not include any software license or technology agreement that is non-assignable by its terms and for which the requisite consent of the applicable licensor or counterparty was not obtained prior to the Closing Date, which agreements are addressed in Section 5.2 below.
(e) Employment-Related Agreements. All employment agreements, offer letters, consulting agreements, severance arrangements, non-competition agreements, non-solicitation agreements, confidentiality agreements, and invention assignment agreements entered into between Assignor and any Transferred Employee, as such Transferred Employees are identified on Schedule 6.1 of the Disclosure Schedules to the APA. As of the Closing Date, the Transferred Employees total approximately 2,100 individuals, consisting of approximately 1,450 licensed clinicians (including physicians, nurse practitioners, physician assistants, licensed clinical social workers, and licensed professional counselors) and approximately 650 administrative and support staff.
(f) Other Material Contracts. Such other contracts, agreements, instruments, commitments, and arrangements as are identified as Assumed Contracts under Article II of the APA and listed on Exhibit A hereto, including any amendments, supplements, modifications, extensions, or renewals thereof entered into prior to the Effective Time in accordance with the terms of the APA.
The foregoing assignment is made subject to the terms and conditions of each respective Assumed Contract and to the receipt of any consents, approvals, or waivers required under the terms of such Assumed Contract or under applicable law for the valid assignment thereof. Nothing in this Agreement shall be construed to expand the scope of the Assumed Contracts beyond those contracts expressly identified in the APA and listed on Exhibit A.
Section 2.2 — Assumption of Assumed Liabilities
In consideration of the assignment of the Assumed Contracts and the other transactions contemplated by the APA, Assignee hereby unconditionally and irrevocably assumes and agrees to pay, perform, satisfy, and discharge when due, in accordance with their respective terms, effective as of the Effective Time, the following liabilities, obligations, and commitments of Assignor (collectively, the "Assumed Liabilities"):
(a) Trade Payables. All trade accounts payable and accrued expenses of Assignor arising in the ordinary course of business of the Acquired Business within ninety (90) days prior to the Closing Date, to the extent such amounts remain unpaid as of the Effective Time and are reflected on the Closing Date balance sheet prepared in accordance with Section 2.4 of the APA.
(b) Obligations Under Assumed Contracts. All obligations of Assignor arising under or in connection with the Assumed Contracts, to the extent such obligations relate to periods from and after the Effective Time (i.e., post-closing obligations). For the avoidance of doubt, Assignee shall not assume any liability or obligation arising under any Assumed Contract to the extent such liability or obligation relates to any breach, default, or non-performance by Assignor occurring prior to the Effective Time, which liabilities and obligations shall remain the sole responsibility of Assignor and shall constitute Excluded Liabilities.
(c) Accrued Employee PTO. All accrued but unused paid time off, including vacation days, sick leave, and personal days, for all Transferred Employees as of the Closing Date, as calculated in accordance with Assignor's existing paid time off policies and as set forth on Schedule 2.2(c) attached hereto and incorporated herein by reference. The aggregate accrued PTO liability assumed by Assignee as of the Closing Date is set forth on Schedule 2.2(c), broken down by state and facility location, and was prepared based on Assignor's payroll records as of June 30, 2024.
(d) Patient-Related Liabilities. All liabilities, obligations, and commitments arising from the provision of healthcare services, treatments, therapies, or procedures by the Acquired Business from and after the Effective Time, including without limitation all malpractice claims, professional liability claims, regulatory compliance obligations, billing and coding obligations, refund obligations, and patient account adjustments, in each case solely to the extent attributable to services rendered on or after the Effective Time.
(e) Other Assumed Liabilities. Such other liabilities and obligations as are expressly designated as "Assumed Liabilities" under Article II of the APA, including but not limited to any working capital adjustment amounts payable by Assignee pursuant to Section 2.4(d) of the APA.
Section 2.3 — Excluded Liabilities
Notwithstanding anything to the contrary contained in this Agreement or in any other document or instrument delivered in connection herewith, Assignee does not assume, and shall not be deemed to have assumed or otherwise become responsible for, any of the following liabilities, obligations, or commitments of Assignor (collectively, the "Excluded Liabilities"), all of which shall remain the sole responsibility and obligation of Assignor:
(a) Pre-Closing Litigation. Any and all liabilities, losses, costs, damages, expenses (including reasonable attorneys' fees and costs of defense), judgments, settlements, fines, penalties, and obligations arising from or related to any litigation, claims, actions, suits, proceedings, investigations, audits, or governmental inquiries pending or threatened as of the Closing Date, whether known or unknown, including specifically and without limitation the putative class action captioned Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847, currently pending in the United States District Court for the Middle District of Tennessee (Nashville Division), in which the named plaintiffs, individually and on behalf of a putative class of similarly situated current and former non-exempt employees of Assignor, allege systemic violations of the overtime and recordkeeping provisions of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201 et seq.), and analogous state wage-and-hour statutes, with estimated aggregate exposure (inclusive of statutory damages, liquidated damages, and plaintiffs' attorneys' fees) of approximately $2,800,000 to $5,100,000, based on Assignor's internal assessment and analysis by outside counsel (the "Dawson Litigation"). Assignor retains sole responsibility for the defense, management, and resolution of the Dawson Litigation and shall indemnify, defend, and hold harmless Assignee with respect thereto in accordance with Article VIII of the APA.
(b) Pre-Closing Tax Liabilities. Any and all tax liabilities, obligations, assessments, deficiencies, and related penalties and interest of Assignor for any Pre-Closing Tax Period (as defined in the APA), including without limitation all federal, state, and local income taxes, franchise taxes, sales and use taxes, employment and payroll taxes, property taxes, and any other taxes of any kind or description attributable to taxable periods ending on or prior to the Closing Date, or attributable to the pre-closing portion of any Straddle Period (as defined in and allocated pursuant to Section 7.3 of the APA).
(c) Indebtedness Under Existing Credit Facility. Any and all obligations, liabilities, indebtedness, fees, costs, expenses, prepayment penalties, and other amounts of Assignor arising under or in connection with that certain Credit Agreement, dated as of March 15, 2018 (as amended by that certain First Amendment to Credit Agreement, dated December 10, 2019, that certain Second Amendment to Credit Agreement, dated August 1, 2021, and as further amended, restated, or modified from time to time), by and between Assignor, as borrower, and Velthorn Merchant Bank, N.A., as administrative agent and lender. As of the Closing Date, the outstanding principal balance under the Credit Agreement is $87,400,000, which amount has been paid in full at Closing pursuant to and in accordance with that certain payoff letter issued by Velthorn Merchant Bank, N.A. on June 26, 2024, and the related release of all liens and security interests in the assets of Assignor.
(d) 401(k) Plan Liabilities. Any and all liabilities, obligations, and commitments of Assignor arising from, related to, or in connection with the Cardinal Peak Industries, Inc. 401(k) Retirement Savings Plan (EIN: 62-XXXXXXX, Plan No. 001), including without limitation any liability for employer matching contributions accrued prior to the Closing Date, any fiduciary liabilities, any liabilities arising from administrative errors or operational failures, and any liabilities for excise taxes, penalties, or corrective contributions under the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended.
(e) Liabilities of Excluded Entities. Any and all liabilities, obligations, debts, and commitments (whether known or unknown, accrued or contingent, absolute or conditional) of Cardinal Peak Labs, Inc., a dormant Delaware corporation and inactive wholly owned subsidiary of Assignor whose equity interests constitute Excluded Assets under the APA. For the avoidance of doubt, Cardinal Peak Labs, Inc. has had no active operations since its cessation of business in October 2019 and is not part of the Acquired Business.
(f) Other Excluded Liabilities. Such other liabilities and obligations as are expressly designated as "Excluded Liabilities" under Article II of the APA or that do not constitute Assumed Liabilities hereunder or under the APA.
Assignor shall retain, and shall timely pay, perform, satisfy, and discharge when due, all Excluded Liabilities, without recourse to Assignee.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR
Assignor hereby represents and warrants to Assignee as of the date hereof as follows:
Section 3.1 Organization and Good Standing. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 5487231). Assignor has all requisite corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Assignor is duly qualified or licensed to do business and is in good standing as a foreign corporation in each of the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky, being each jurisdiction in which the nature of the Acquired Business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Section 3.2 Authorization and Enforceability. Assignor has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary corporate action on the part of Assignor, including the approval of the board of directors of Assignor and the requisite approval of the shareholders of Assignor, in each case in accordance with the Delaware General Corporation Law and Assignor's certificate of incorporation and bylaws, as amended. This Agreement has been duly executed and delivered by Assignor and constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 3.3 No Conflicts. The execution, delivery, and performance by Assignor of this Agreement, and the consummation by Assignor of the transactions contemplated hereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of the certificate of incorporation or bylaws of Assignor, each as currently in effect; (b) violate, conflict with, or result in a breach or default under (or give rise to any right of termination, cancellation, modification, or acceleration under) any material contract, agreement, lease, license, instrument, or obligation to which Assignor is a party or by which any of its properties or assets is bound, except as would not reasonably be expected to have a Material Adverse Effect; or (c) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority having jurisdiction over Assignor or any of its properties or assets, except as would not reasonably be expected to have a Material Adverse Effect.
Section 3.4 Valid Assignment. Assignor has good, valid, and marketable title to, or a valid and enforceable leasehold interest in, each of the Assumed Contracts, free and clear of all Encumbrances other than Permitted Encumbrances. Assignor has the legal right and authority to assign, transfer, convey, and deliver its right, title, and interest in, to, and under the Assumed Contracts to Assignee, subject to receipt of any required third-party consents, approvals, or waivers that have been identified in the APA and its Disclosure Schedules and that have not been obtained as of the Closing Date. To the Knowledge of Assignor (as defined in the APA), as of the Closing Date, Assignor is not in material breach or default under any Assumed Contract.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
Assignee hereby represents and warrants to Assignor as of the date hereof as follows:
Section 4.1 Organization and Good Standing. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 7129384). Assignee was incorporated on January 22, 2024, and was formed for the specific purpose of consummating the transactions contemplated by the APA and the related transaction documents. Assignee has all requisite corporate power and authority to own, lease, and operate properties and assets and to conduct the business of the Acquired Business as it will be conducted from and after the Closing.
Section 4.2 Authorization and Enforceability. Assignee has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary corporate action on the part of Assignee, including the approval of the board of directors and the sole shareholder of Assignee, in each case in accordance with the Delaware General Corporation Law and Assignee's certificate of incorporation and bylaws. This Agreement has been duly executed and delivered by Assignee and constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 4.3 Capacity to Perform Assumed Liabilities. Assignee has, and will continue to have, the financial capacity, operational ability, and organizational resources sufficient to pay, perform, satisfy, and discharge the Assumed Liabilities as and when they become due and payable in accordance with their respective terms. Assignee has obtained or will obtain all financing, equity commitments, and other capital resources necessary to satisfy the Assumed Liabilities and to operate the Acquired Business in the ordinary course from and after the Closing.
ARTICLE V — FURTHER ASSURANCES
Section 5.1 Cooperation. Each Party agrees, from and after the date hereof, to execute and deliver such additional documents, instruments, conveyances, certificates, and assurances, and to take such further actions, as may be reasonably necessary or appropriate to effectuate, confirm, or evidence the assignments and assumptions contemplated by this Agreement, including without limitation: (a) the execution of individual contract assignment and assumption forms, landlord consent forms, novation agreements, or estoppel certificates as may be required or requested by counterparties to the Assumed Contracts; (b) the filing or recording of any assignment documents with any governmental authority or public registry; and (c) such other actions as may be reasonably requested by either Party or its legal counsel to ensure that the full benefits and burdens of the Assumed Contracts and the Assumed Liabilities are effectively transferred to and assumed by Assignee. The Party requesting such cooperation shall bear the reasonable out-of-pocket costs and expenses associated therewith, unless otherwise provided in the APA.
Section 5.2 Consents Not Yet Obtained. To the extent that any Assumed Contract is not assignable or transferable without the consent, approval, or waiver of any third party (including any landlord, licensor, governmental authority, or other counterparty), and such consent, approval, or waiver has not been obtained as of the Closing Date despite the commercially reasonable efforts of the Parties, this Agreement shall not constitute an assignment or attempted assignment of such Assumed Contract, and no breach or default under such Assumed Contract shall be deemed to have occurred by reason of the execution, delivery, or performance of this Agreement. In each such case:
(a) Assignor and Assignee shall use commercially reasonable efforts to obtain each such consent, approval, or waiver as promptly as practicable following the Closing Date, and Assignor shall cooperate fully with Assignee in connection therewith, including by providing information, making introductions, and executing such documents as may be reasonably required by the applicable counterparty.
(b) Until such consent, approval, or waiver has been obtained (or the applicable Assumed Contract is otherwise duly assigned to Assignee), the Parties shall cooperate in a mutually agreeable arrangement designed to provide Assignee with the full economic benefits and burdens of such Assumed Contract, as if such Assumed Contract had been validly assigned to Assignee, including by means of subcontracting, subleasing, agency arrangements, or such other lawful means as the Parties may agree, all as more fully set forth in Section 2.7 of the APA.
(c) Assignor shall not terminate, amend, modify, or waive any material right under any such Assumed Contract without the prior written consent of Assignee (such consent not to be unreasonably withheld, conditioned, or delayed) until such time as the applicable consent has been obtained and the Assumed Contract has been duly assigned to Assignee.
(d) If any such consent cannot be obtained within one hundred eighty (180) days following the Closing Date despite the commercially reasonable efforts of the Parties, the Parties shall confer in good faith regarding alternative arrangements, and the rights and obligations of the Parties with respect to such Assumed Contract shall be governed by Section 2.7(d) of the APA.
ARTICLE VI — INDEMNIFICATION CROSS-REFERENCE
Section 6.1 APA Indemnification Governs. The indemnification obligations of the Parties with respect to the Assumed Liabilities, the Excluded Liabilities, and all other matters arising under, relating to, or in connection with this Agreement are governed exclusively by Article VIII of the APA (the "Indemnification Provisions"), the terms and conditions of which are incorporated herein by reference as if set forth in their entirety. No Party shall have any liability or obligation hereunder except as provided in the APA. Without limiting the generality of the foregoing, the following key terms of the Indemnification Provisions are summarized below for reference purposes only (in the event of any inconsistency between this summary and the actual terms of Article VIII of the APA, the APA shall control in all respects):
(a) Indemnification Cap. The aggregate liability of Assignor for indemnification claims arising under the APA (other than with respect to Fundamental Representations, fraud, or willful breach) shall not exceed twenty percent (20%) of the Base Purchase Price, or $124,000,000.
(b) Basket (Deductible). Assignor shall not be liable for indemnification claims unless and until the aggregate amount of all Losses (as defined in the APA) exceeds $3,100,000 (representing 0.5% of the Base Purchase Price of $620,000,000), at which point the basket shall "tip" and Assignor shall be liable for all Losses from the first dollar (i.e., a first-dollar tipping basket mechanism).
(c) De Minimis Threshold. No individual claim for indemnification shall be counted toward the basket or be payable unless the Losses attributable to such individual claim exceed $100,000 (the "De Minimis Threshold").
(d) Survival Period. General representations and warranties of the Parties shall survive for a period of eighteen (18) months following the Closing Date, through and including December 30, 2025. Fundamental Representations (as defined in the APA to include representations regarding organization, authority, capitalization, title to assets, and brokers) shall survive for a period of thirty-six (36) months following the Closing Date, through and including June 30, 2027. Representations and warranties relating to tax matters shall survive until sixty (60) days after the expiration of the applicable statute of limitations (including any extensions or waivers thereof).
(e) Exclusive Remedy. Subject to Section 9.12 of the APA, the indemnification provisions set forth in Article VIII of the APA shall constitute the sole and exclusive post-closing remedy of the Parties and their respective affiliates, successors, and assigns with respect to any and all claims arising under or relating to this Agreement, the APA, or the transactions contemplated thereby, other than claims based on fraud, intentional misrepresentation, or willful breach, and other than equitable remedies (including specific performance) as may be available under Section 9.11 of the APA.
Section 6.2 Escrow. Reference is hereby made to that certain Escrow Agreement, dated as of the date hereof (the "Escrow Agreement"), by and among Assignor, Assignee, and Commonwealth Trust & Escrow Company, a federally chartered trust company (the "Escrow Agent"), pursuant to which an aggregate amount of $62,000,000 (representing ten percent (10%) of the Base Purchase Price) has been deposited into an escrow account (the "Escrow Account") to secure Assignor's indemnification obligations under Article VIII of the APA. The escrowed funds shall be released in two equal tranches as follows:
(a) First Tranche. $31,000,000, to be released to Assignor on June 30, 2025 (the first anniversary of the Closing Date), net of (i) the aggregate amount of all pending but unresolved indemnification claims asserted by Assignee on or prior to such date, and (ii) any amounts previously disbursed from the Escrow Account in satisfaction of resolved indemnification claims.
(b) Second Tranche. $31,000,000, to be released to Assignor on December 30, 2025 (the date on which the general survival period expires), net of (i) the aggregate amount of all pending but unresolved indemnification claims asserted by Assignee on or prior to such date, and (ii) any amounts previously disbursed from the Escrow Account in satisfaction of resolved indemnification claims.
The terms and conditions governing the Escrow Account, including the procedures for making claims against the escrowed funds, the resolution of disputed claims, and the investment of escrowed funds, are set forth in the Escrow Agreement, the terms of which are incorporated herein by reference.
ARTICLE VII — MISCELLANEOUS
Section 7.1 Governing Law. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The Parties hereby irrevocably consent and submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware) for any action, suit, or proceeding arising out of or relating to this Agreement, and each Party irrevocably waives any objection to such jurisdiction or venue on the basis of forum non conveniens or any other basis, all as more fully set forth in Section 9.9 of the APA.
Section 7.2 Entire Agreement; Relationship to APA. This Agreement is entered into pursuant to, and in furtherance of, the APA and is subject in all respects to the terms, conditions, representations, warranties, covenants, and agreements set forth therein. This Agreement, together with the APA, the Exhibits and Schedules hereto and thereto, and the other Transaction Documents (as defined in the APA), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings (whether oral or written) with respect to such subject matter. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Agreement and the terms and provisions of the APA, the terms and provisions of the APA shall control and prevail in all respects. This Agreement is not intended to, and shall not be construed to, modify, amend, supplement, or supersede any provision of the APA.
Section 7.3 Binding Effect; Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, personal representatives, and permitted assigns. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Assignee may assign its rights and obligations hereunder, in whole or in part, to one or more affiliates of Assignee without the consent of Assignor, provided that no such assignment shall release Assignee from its obligations hereunder. Any purported assignment in violation of this Section 7.3 shall be null and void and of no force or effect.
Section 7.4 Amendment and Waiver. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by both Assignor and Assignee (or their respective successors or permitted assigns). No waiver by any Party of any breach or default of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the waiving Party. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default of the same provision or of any other provision of this Agreement. No failure or delay by any Party in exercising any right, power, or privilege hereunder 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.
Section 7.5 Counterparts; Electronic Execution. 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 a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic transmission (including DocuSign, Ashford Health IT, or similar electronic signature platform) shall be effective as delivery of an original executed counterpart of this Agreement. Each Party agrees that the electronic signatures appearing on this Agreement shall be treated, for purposes of validity, enforceability, and admissibility, in the same manner as handwritten signatures, to the fullest extent permitted by the Federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001–7006), the Delaware Uniform Electronic Transactions Act (6 Del. C. §§ 12A-101 et seq.), and any other applicable law.
Section 7.6 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 9.2 of the APA. For purposes of such notice provisions, the relevant addresses of the Parties are as follows:
If to Assignor:
Cardinal Peak Industries, Inc. 8400 Crescent Ridge Parkway, Suite 200 Nashville, Tennessee 37215
Attention: Dr. Randall J. Whitfield, Chief Executive Officer
Email: rwhitfield@cardinalpeakindustries.com
with a copy (which shall not constitute notice) to:
Barrow, Kensington & Pratt LLP 1201 Demonbreun Street, Suite 1800 Nashville, Tennessee 37203
Attention: Catherine Barrow, Esq.
Email: cbarrow@bkplaw.com
If to Assignee:
Ardent Healthcare Acquisition Corp. c/o Ardent Capital Management LLC 590 Madison Avenue, 34th Floor New York, New York 10022
Attention: Priya Mehta-Sullivan, President
Email: pmehta-sullivan@ardentcapital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One World Financial Center 200 Liberty Street, 40th Floor New York, New York 10281
Attention: Beatrice Holloway, Esq.
Email: bholloway@calderwoodharkness.com
Section 7.7 Severability. If any provision of this Agreement, or the application of any provision to any person or circumstance, is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other person or circumstance, and the remaining provisions of this Agreement shall continue in full force and effect and shall be enforceable in accordance with their terms. In the event that any such provision is so held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties as closely as possible in a mutually acceptable manner.
Section 7.8 Third-Party Beneficiaries. Except as otherwise expressly provided in the APA (including with respect to the rights of Ardent Capital Partners III LP, a Delaware limited partnership, as the sole limited partner of the entity that is the sole shareholder of Assignee, to enforce certain provisions of the APA as a third-party beneficiary thereof), this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, each of the Parties has caused this Assignment and Assumption Agreement to be duly executed as of the date first written above by its respective authorized officer or representative.
CARDINAL PEAK INDUSTRIES, INC. (Assignor)
By: ________
Name: Dr. Randall J. Whitfield
Title: Chairman and Chief Executive Officer
Date: June 30, 2024
ARDENT HEALTHCARE ACQUISITION CORP. (Assignee)
By: ________
Name: Priya Mehta-Sullivan
Title: President
Date: June 30, 2024
EXHIBIT A
SCHEDULE OF ASSUMED CONTRACTS
The following is a detailed listing of all Assumed Contracts assigned by Assignor to Assignee pursuant to this Assignment and Assumption Agreement, organized by category. This Exhibit A is incorporated into and made a part of the Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement or in the APA. This schedule should be read in conjunction with the Disclosure Schedules to the APA, including Schedule 3.9 (Real Property Leases), Schedule 3.14 (Material Contracts), and Schedule 6.1 (Transferred Employees), which contain additional detail regarding the contracts listed below.
I. Payor / Managed-Care Agreements
The following twelve (12) major payor and managed-care agreements are assigned hereunder. Together, these agreements represent the substantial majority of the net revenue of the Acquired Business:
Note: Medicare and Medicaid program participation (representing approximately 31% of combined net revenue) is addressed through regulatory enrollment and change-of-ownership filings with the Centers for Medicare & Medicaid Services (CMS) and applicable state Medicaid agencies. Related provider enrollment agreements are included among the Assumed Contracts to the extent assignable. See Schedule 3.14 of the Disclosure Schedules for additional detail.
II. Real Property Leases
The following thirty-seven (37) clinic location leases are assigned hereunder, subject in each case to the receipt of any required landlord consents as indicated. Consent has been obtained for all leases marked "Obtained." Leases marked "Pending" are subject to the provisions of Section 5.2 of the Agreement. Leases marked "N/A" do not require landlord consent under their terms.
Tennessee (14 Locations)
Georgia (8 Locations)
North Carolina (5 Locations)
South Carolina (4 Locations)
Alabama (3 Locations)
Virginia (2 Locations)
Kentucky (1 Location)
Note: Of the 37 leases listed above, 29 require landlord consent for assignment. As of the Closing Date, consent has been obtained for 22 leases. Consent remains pending for 7 leases (Nos. 4, 14, 18, 25, 31, 35, and 37), which are subject to the provisions of Section 5.2 of the Agreement and Section 2.7 of the APA.
III. Vendor and Supplier Agreements
All material vendor, supplier, and service agreements entered into in the ordinary course of business and used in connection with the Acquired Business, including but not limited to the following:
Additional vendor and supplier agreements with individual annual spend below $100,000 are listed on Schedule 3.14(b) of the Disclosure Schedules and are incorporated herein by reference.
IV. Information Technology and Software License Agreements
All information technology services agreements, software license agreements, and related technology contracts used in connection with the Acquired Business, including but not limited to:
Note: The intellectual property rights in the PeakConnect care management platform (including all source code, patents, trademarks, copyrights, trade secrets, and related documentation) are assigned to Assignee pursuant to the separate intellectual Property Assignment Agreement executed on the date hereof. This Exhibit A addresses only the contractual rights and obligations under the hosting, support, and maintenance arrangements related to PeakConnect. Software licenses that are non-assignable by their terms and for which consent was not obtained prior to the Closing Date are excluded from this Exhibit A and are addressed under Section 5.2 of the Agreement.
V. Employment-Related Agreements
All employment agreements, offer letters, consulting agreements, and related arrangements between Assignor and the Transferred Employees identified on Schedule 6.1 of the Disclosure Schedules to the APA, comprising approximately 2,100 individuals as follows:
The complete list of Transferred Employees, together with copies of all material employment agreements and offer letters, is set forth on Schedule 6.1 of the Disclosure Schedules. Employment-related agreements include, where applicable, non-competition agreements, non-solicitation agreements, confidentiality and non-disclosure agreements, and invention assignment agreements.
VI. Other Material Contracts
All other contracts, agreements, and arrangements designated as Assumed Contracts under Article II of the APA and identified on Schedule 3.14 of the Disclosure Schedules, including but not limited to:
•  Joint venture and referral arrangements with hospital systems
•  Professional liability (malpractice) insurance policies and tail coverage arrangements
•  Accreditation and certification agreements with The Joint Commission, CARF International, and applicable state licensing authorities
•  Business associate agreements under the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA)
•  Data use agreements and research collaboration agreements
•  Community benefit and charitable contribution agreements
A complete listing, with counterparties, dates, and key terms, is set forth on Schedule 3.14 of the Disclosure Schedules, which is incorporated herein by reference. The Parties acknowledge that the Contract Review Summary prepared by Assignor's counsel and delivered to Assignee's counsel on May 15, 2024 provides additional detail regarding the status, materiality, and assignment requirements for each Assumed Contract.
SCHEDULE 2.2(c)
ACCRUED EMPLOYEE PTO
The following schedule sets forth the aggregate accrued but unused paid time off (including vacation, sick leave, and personal days) liability assumed by Assignee for all Transferred Employees as of the Closing Date (June 30, 2024), broken down by state and facility location. This schedule was prepared based on Assignor's payroll records as of June 30, 2024, and reflects accrued PTO balances calculated in accordance with Assignor's existing paid time off policies as in effect on such date.
Notes:
1.  Accrued PTO liability is calculated based on each Transferred Employee's current hourly rate or hourly equivalent of annual salary, multiplied by such employee's accrued but unused PTO hours as of the Closing Date.
2.  The aggregate accrued PTO liability of $6,048,000 represents an average of approximately 72 hours of accrued PTO per Transferred Employee at an average blended rate of approximately $40.00 per hour.
3.  This schedule does not include any PTO that was used, forfeited, or paid out by Assignor prior to the Closing Date.
4.  Assignee shall honor all accrued PTO balances set forth herein in accordance with the APA and applicable state law, and Transferred Employees shall be permitted to use such accrued PTO in accordance with Assignee's PTO policies as adopted following the Closing.
5.  Any disputes regarding the accuracy of this schedule shall be resolved in accordance with the working capital adjustment procedures set forth in Section 2.4 of the APA.
6.  Detailed employee-level PTO accrual records supporting this summary schedule have been delivered to Assignee in the virtual data room (Document Request No. 6.1.14) and are available upon request.
[End of Schedule 2.2(c)]
[End of Assignment and Assumption Agreement]
No. | Counterparty | Agreement Type | Effective Date | Expiration / Renewal | Approx. % of Net Revenue | Consent Required
1 | SummitCare Health Plans, Inc. | Preferred Provider Agreement | Jan. 1, 2021 | Dec. 31, 2025 (auto-renew) | ~22% | Yes (obtained)
2 | Strathmore Indemnity Co. | Network Participation Agreement | Mar. 1, 2019 | Feb. 28, 2025 (auto-renew) | ~11% | Yes (obtained)
3 | Magnolia Health Network, LLC | Managed Care Contract | Jul. 1, 2022 | Jun. 30, 2025 | ~8% | Yes (obtained)
4 | Larkspur Casualty Group | Provider Services Agreement | Jan. 1, 2023 | Dec. 31, 2025 | ~7% | No
5 | Hollowell Mutual Insurance | Behavioral Health Services Agreement | Apr. 1, 2020 | Mar. 31, 2025 (auto-renew) | ~6% | Yes (obtained)
6 | Fenmore Mutual Insurance | Participating Provider Contract | Oct. 1, 2021 | Sep. 30, 2024 (auto-renew) | ~4% | No
7 | Thackeray Industries CareSource of Kentucky | Provider Agreement | Jan. 1, 2022 | Dec. 31, 2024 | ~3% | No
8 | Adriatic Industries | Managed Care Provider Agreement | Jul. 1, 2023 | Jun. 30, 2026 | ~2% | Yes (obtained)
9 | Penrose Industries | Rehabilitation Services Contract | Sep. 1, 2020 | Aug. 31, 2025 | ~2% | Yes (pending)
10 | Tricare / Health Net Federal Services | TRICARE Provider Agreement | Jan. 1, 2021 | Indefinite | ~1% | No
11 | Alabama Medicaid Agency | Medicaid Provider Agreement | Ongoing enrollment | N/A | ~1.5% | N/A
12 | Workers' Compensation Network of TN | WC Provider Contract | May 1, 2022 | Apr. 30, 2025 | ~1% | No
No. | Facility Name / Address | Landlord | Lease Expiration | Monthly Rent | Consent Status
1 | Nashville — West End Clinic, 2400 West End Ave., Ste. 100, Nashville, TN | Crescent Properties Group LLC | Dec. 31, 2028 | $28,500 | Obtained
2 | Nashville — Donelson Clinic, 3108 Lebanon Pike, Nashville, TN | Donelson Plaza Associates LP | Jun. 30, 2026 | $18,200 | Obtained
3 | Memphis — Germantown Clinic, 7620 Poplar Ave., Germantown, TN | Poplar Avenue Holdings LLC | Mar. 31, 2027 | $22,800 | Obtained
4 | Memphis — Midtown Clinic, 1550 Union Ave., Memphis, TN | Union Avenue Partners | Sep. 30, 2025 | $16,900 | Pending
5 | Knoxville — West Hills Clinic, 9200 Kingston Pike, Knoxville, TN | West Hills Development Corp. | Dec. 31, 2026 | $19,400 | Obtained
6 | Knoxville — Downtown Clinic, 412 Main St., Knoxville, TN | Knox Center LLC | Aug. 31, 2027 | $14,600 | Obtained
7 | Chattanooga — Hamilton Place, 2100 Gunbarrel Rd., Chattanooga, TN | Hamilton Place REIT | Jul. 31, 2025 | $21,100 | Obtained
8 | Murfreesboro Clinic, 1825 Medical Center Pkwy., Murfreesboro, TN | Rutherford Medical LLC | Nov. 30, 2026 | $15,800 | N/A
9 | Clarksville Clinic, 680 Riverside Dr., Clarksville, TN | Riverside Retail Partners | Feb. 28, 2027 | $12,300 | Obtained
10 | Franklin Clinic, 4004 Hillsboro Pike, Franklin, TN | Cool Springs Properties LP | Jan. 31, 2028 | $24,700 | Obtained
11 | Jackson Clinic, 310 Oil Well Rd., Jackson, TN | West Tennessee Realty Inc. | Apr. 30, 2026 | $11,200 | N/A
12 | Hendersonville Clinic, 115 Indian Lake Blvd., Hendersonville, TN | Volunteer State Plaza LLC | Oct. 31, 2025 | $13,500 | Obtained
13 | Cookeville Clinic, 785 S. Jefferson Ave., Cookeville, TN | Upper Cumberland Props. LP | May 31, 2027 | $9,800 | N/A
14 | Columbia Clinic, 1200 Trotwood Ave., Columbia, TN | Maury County Holdings LLC | Jun. 30, 2026 | $10,100 | Pending
No. | Facility Name / Address | Landlord | Lease Expiration | Monthly Rent | Consent Status
15 | Atlanta — Buckhead Clinic, 3400 Peachtree Rd. NE, Atlanta, GA | Peachtree Corners Realty | Dec. 31, 2027 | $32,400 | Obtained
16 | Atlanta — Midtown Clinic, 1100 Peachtree St. NE, Atlanta, GA | Midtown Tower Associates | Mar. 31, 2028 | $29,600 | Obtained
17 | Atlanta — Decatur Clinic, 250 E. Ponce de Leon Ave., Decatur, GA | DeKalb Professional Ctr. LLC | Aug. 31, 2026 | $17,500 | Obtained
18 | Savannah Clinic, 4700 Waters Ave., Savannah, GA | Chatham Medical Group LP | Jun. 30, 2025 | $14,200 | Pending
19 | Augusta Clinic, 1235 Walton Way, Augusta, GA | CSRA Properties Inc. | Nov. 30, 2026 | $12,900 | Obtained
20 | Macon Clinic, 820 First St., Macon, GA | Middle Georgia Realty LLC | Sep. 30, 2027 | $11,600 | Obtained
21 | Marietta Clinic, 1500 Roswell Rd., Marietta, GA | Cobb County Medical Ctr. LP | Feb. 28, 2026 | $16,800 | Obtained
22 | Athens Clinic, 390 Hawthorne Ave., Athens, GA | Classic City Holdings LLC | Jul. 31, 2027 | $10,400 | N/A
No. | Facility Name / Address | Landlord | Lease Expiration | Monthly Rent | Consent Status
23 | Charlotte — SouthPark Clinic, 4600 Park Rd., Charlotte, NC | SouthPark Office Partners | Apr. 30, 2027 | $26,100 | Obtained
24 | Raleigh Clinic, 3000 Blue Ridge Rd., Raleigh, NC | Triangle Health Props. LLC | Jan. 31, 2026 | $19,300 | Obtained
25 | Asheville Clinic, 12 Medical Park Dr., Asheville, NC | WNC Medical Office LP | Oct. 31, 2027 | $14,700 | Pending
26 | Greensboro Clinic, 600 Green Valley Rd., Greensboro, NC | Piedmont Triad Realty Corp. | May 31, 2026 | $13,200 | Obtained
27 | Winston-Salem Clinic, 1900 S. Hawthorne Rd., Winston-Salem, NC | Forsyth Professional Ctr. LLC | Aug. 31, 2025 | $11,900 | N/A
No. | Facility Name / Address | Landlord | Lease Expiration | Monthly Rent | Consent Status
28 | Charleston Clinic, 2250 Ashley Phosphate Rd., N. Charleston, SC | Lowcountry Med. Ctr. LP | Mar. 31, 2027 | $15,600 | Obtained
29 | Columbia Clinic, 7425 Parklane Rd., Columbia, SC | Midlands Office Partners | Dec. 31, 2026 | $13,800 | Obtained
30 | Greenville Clinic, 1040 N. Pleasantburg Dr., Greenville, SC | Upstate Health Props. LLC | Jun. 30, 2028 | $14,100 | Obtained
31 | Myrtle Beach Clinic, 4700 Hwy. 17 S., N. Myrtle Beach, SC | Grand Strand Realty Inc. | Sep. 30, 2025 | $12,400 | Pending
No. | Facility Name / Address | Landlord | Lease Expiration | Monthly Rent | Consent Status
32 | Birmingham Clinic, 2200 Lakeshore Dr., Birmingham, AL | Jefferson Medical Props. LP | Nov. 30, 2027 | $17,200 | Obtained
33 | Huntsville Clinic, 815 Bob Wallace Ave., Huntsville, AL | Rocket City Office LLC | Apr. 30, 2026 | $13,500 | Obtained
34 | Mobile Clinic, 1600 Springhill Ave., Mobile, AL | Gulf Coast Health Ctr. LP | Jul. 31, 2025 | $11,800 | N/A
No. | Facility Name / Address | Landlord | Lease Expiration | Monthly Rent | Consent Status
35 | Bristol Clinic, 950 Commonwealth Ave., Bristol, VA | Tri-Cities Medical Props. | Oct. 31, 2026 | $10,200 | Pending
36 | Roanoke Clinic, 3520 Brambleton Ave., Roanoke, VA | Star City Office Partners LP | Feb. 28, 2027 | $12,600 | Obtained
No. | Facility Name / Address | Landlord | Lease Expiration | Monthly Rent | Consent Status
37 | Lexington Clinic, 1780 Harrodsburg Rd., Lexington, KY | Bluegrass Health Realty LLC | May 31, 2026 | $11,400 | Pending
No. | Counterparty | Description | Agreement Date | Expiration
1 | MedEquip Solutions, Inc. | Medical equipment supply and maintenance | Sep. 1, 2020 | Aug. 31, 2025
2 | Southeastern Pharmaceutical Distributors | Pharmaceutical supply agreement | Jan. 15, 2022 | Jan. 14, 2025
3 | Pinnacle Facilities Services LLC | Janitorial and facilities maintenance (all locations) | Apr. 1, 2023 | Mar. 31, 2026
4 | Horizon Lab Services, Inc. | Clinical laboratory services | Jul. 1, 2021 | Jun. 30, 2024 (auto-renew)
5 | RehabTech Supply Co. | Rehabilitation equipment and supplies | Mar. 15, 2022 | Mar. 14, 2025
6 | CrossBridge Staffing Partners | Temporary clinical staffing | Nov. 1, 2022 | Oct. 31, 2024
7 | Southeast Marketing Group LLC | Marketing and advertising services | Feb. 1, 2023 | Jan. 31, 2025
8 | Hollowell Software | Linen and uniform supply | Jun. 1, 2021 | May 31, 2024 (auto-renew)
No. | Counterparty / Software | Description | Agreement Date | Expiration
1 | Halcyon Technologies | Electronic health records (EHR) system license | Jan. 1, 2019 | Dec. 31, 2025
2 | PeakConnect Platform (internal) | Care management platform — hosting and support | N/A (proprietary) | N/A
3 | Bramwell Technologies | Virtual desktop infrastructure license | May 1, 2022 | Apr. 30, 2025
4 | Harborview Systems | Telecommunications and network services | Aug. 1, 2021 | Jul. 31, 2026
5 | Harborline Data Systems Health | Revenue cycle management / claims processing | Oct. 1, 2022 | Sep. 30, 2025
6 | Brightmoor Partners LLC | Ashgrove Software enterprise licensing | Jan. 1, 2023 | Dec. 31, 2025
7 | Kestrel Systems | Data storage and records management | Mar. 1, 2020 | Feb. 28, 2025
Category | Approximate Headcount
Licensed Physicians (MD/DO) | 85
Nurse Practitioners / Physician Assistants | 180
Licensed Clinical Social Workers (LCSW) | 310
Licensed Professional Counselors (LPC) | 375
Physical Therapists / Occupational Therapists | 290
Speech-Language Pathologists | 110
Other Licensed Clinical Staff | 100
Subtotal — Licensed Clinicians | ~1,450
Practice / Clinic Managers | 55
Billing and Revenue Cycle Staff | 120
Front Desk / Patient Services | 185
Corporate / Administrative | 175
IT / Technical Support | 65
Other Support Staff | 50
Subtotal — Administrative / Support | ~650
Total Transferred Employees | ~2,100
State | No. of Locations | No. of Transferred Employees | Aggregate Accrued PTO Hours | Aggregate Accrued PTO Liability ($)
Tennessee | 14 | 812 | 58,464 | $2,338,560
Georgia | 8 | 504 | 36,288 | $1,451,520
North Carolina | 5 | 298 | 21,456 | $858,240
South Carolina | 4 | 195 | 14,040 | $561,600
Alabama | 3 | 152 | 10,944 | $437,760
Virginia | 2 | 88 | 6,336 | $253,440
Kentucky | 1 | 51 | 3,672 | $146,880
Total | 37 | 2,100 | 151,200 | $6,048,000