1006-00008 · Crestline Packaging Solutions LLC · Transaction Documents/Ancillary Agreements

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of the Closing Date (as defined in the APA (defined below)), estimated to be August 15, 2025 (the "Effective Date"), by and among:

Dr. Raymond Alcott, an individual residing at 14 Tobey Trail, Pittsford, New York 14534 ("Alcott");

Dr. Nadia Petrosian, an individual residing at 2801 Elmwood Avenue, Brighton, New York 14618 ("Petrosian" and, together with Alcott, each a "Restricted Party" and collectively, the "Restricted Parties"); and

Crestline Packaging Solutions LLC, a Delaware limited liability company with its principal office at 8400 Scioto Darby Road, Suite 300, Columbus, Ohio 43228 ("Buyer").

Each of the Restricted Parties and Buyer is referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement is entered into simultaneously with, and as a material condition precedent to, the closing of the transactions contemplated by that certain Asset Purchase Agreement, dated as of June 16, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "APA"), by and among Buyer, Lakewood Regional Health Partners, LLC, a New York limited liability company ("Lakewood" or the "Company"), Alcott, and Petrosian.

RECITALS

WHEREAS, the Company is a multi-site healthcare services provider operating eleven (11) clinic locations across the States of New York and Pennsylvania, with its principal office located at 450 East Ridge Road, Rochester, New York 14621, and the Company provides primary care, specialty care, diagnostic imaging, and related ancillary healthcare services to patients in the communities surrounding each of its clinic locations;

WHEREAS, Alcott is a Co-Managing Member of the Company holding a sixty percent (60%) membership interest in the Company, and Petrosian is a Co-Managing Member of the Company holding a forty percent (40%) membership interest in the Company and additionally serves as the Company's Medical Director, and each of the Restricted Parties has been instrumental in founding, managing, and expanding the operations of the Company;

WHEREAS, pursuant to the APA, Buyer is acquiring substantially all of the assets of the Company and assuming certain specified liabilities of the Company in exchange for an aggregate purchase price of One Hundred Forty Million Dollars ($140,000,000) (the "Purchase Price"), subject to the adjustments and other terms and conditions set forth in the APA;

WHEREAS, Alcott and Petrosian will each receive material consideration from the consummation of the transactions contemplated under the APA, including their respective pro rata shares of the Purchase Price and including compensation payable under their respective Consulting Agreements with Buyer (each, a "Consulting Agreement"), and such consideration constitutes adequate and independent consideration for the obligations undertaken by each Restricted Party herein;

WHEREAS, the Restricted Parties, by virtue of their respective positions as Co-Managing Members and, in the case of Petrosian, Medical Director, possess intimate and detailed knowledge of the business, operations, patients, referral sources, employees, clinical protocols, financial performance, payor relationships, competitive strategies, and confidential and proprietary information of the Company, all of which knowledge would provide the Restricted Parties with an unfair competitive advantage if they were permitted to compete with Buyer following the closing of the transactions under the APA;

WHEREAS, Buyer would not have entered into the APA or consummated the transactions contemplated thereby, and would not have agreed to pay the Purchase Price, absent the Restricted Parties' execution and delivery of this Agreement, and accordingly the Restricted Parties' covenants and agreements set forth herein were a material inducement to Buyer in entering into the APA;

WHEREAS, the execution and delivery of this Agreement by each of the Restricted Parties is a condition precedent to Buyer's obligation to consummate the Closing under Article VII of the APA; and

WHEREAS, each Restricted Party acknowledges and agrees that the restrictive covenants contained in this Agreement are reasonable and necessary to protect the legitimate business interests of Buyer, including the goodwill being acquired by Buyer in the transactions under the APA, and that the Restricted Parties have received valuable and sufficient consideration in exchange for their agreement to be bound by the terms hereof.

NOW, THEREFORE, in consideration of the Purchase Price payable under the APA, the consulting compensation payable under the Consulting Agreements, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

Section 1 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the APA.

"APA" means the Asset Purchase Agreement, dated as of June 16, 2025, by and among Buyer, the Company, Alcott, and Petrosian, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Business" means the ownership, operation, and management of outpatient healthcare clinics providing primary care, specialty care, diagnostic imaging, and related ancillary healthcare services of the type conducted by the Company as of the Effective Date, including, without limitation, urgent care services, internal medicine, family practice, cardiology consultations, musculoskeletal care, laboratory services, and radiology and diagnostic imaging services, in each case to the extent such services were offered by the Company at any Clinic Location as of the Effective Date or during the twelve (12) months preceding the Effective Date.

"Clinic Locations" means each of the following eleven (11) locations operated by the Company as of the Effective Date, as more particularly described in Exhibit A attached hereto:

(i) Rochester Main — 450 East Ridge Road, Rochester, New York 14621 (CMS Certification No. 33-7021; New York Certificate No. D&TC-4821);

(ii) Brighton — Brighton, New York (CMS Certification No. 33-7022; New York Certificate No. D&TC-4822);

(iii) Henrietta — Henrietta, New York (CMS Certification No. 33-7023; New York Certificate No. D&TC-4823);

(iv) Syracuse — Syracuse, New York (CMS Certification No. 33-7024; New York Certificate No. D&TC-4824);

(v) Utica — Utica, New York (CMS Certification No. 33-7025; New York Certificate No. D&TC-4825);

(vi) Binghamtonhamton — Binghamtonhamton, New York (CMS Certification No. 33-7026; New York Certificate No. D&TC-4826);

(vii) Ithaca — Ithaca, New York (CMS Certification No. 33-7027; New York Certificate No. D&TC-4827);

(viii) Albany — Albany, New York (CMS Certification No. 33-7028; New York Certificate No. D&TC-4828);

(ix) Scranton — Scranton, Pennsylvania (CMS Certification No. 39-6011; Pennsylvania License No. OPC-20140892);

(x) Wilkes-Barre — Wilkes-Barre, Pennsylvania (CMS Certification No. 39-6012; Pennsylvania License No. OPC-20140893); and

(xi) Towanda — Towanda, Pennsylvania (CMS Certification No. 39-6013; Pennsylvania License No. OPC-20140894).

The full street addresses for each Clinic Location are set forth in Exhibit A.

"Competing Enterprise" means any Person engaged in, or planning to engage in, the Business, whether as a sole proprietorship, partnership, limited liability company, corporation, joint venture, franchise, or any other form of business organization.

"Confidential Information" has the meaning set forth in Section 5.1 of this Agreement.

"Consulting Agreement" means, with respect to each Restricted Party, the consulting agreement entered into between such Restricted Party and Buyer (or its applicable affiliate), dated as of the Effective Date, pursuant to which such Restricted Party will provide certain transition and consulting services to Buyer following the Closing.

"Covered Employee" means any individual who is or was, at any time during the twelve (12) months immediately preceding the relevant date of determination, an employee, independent contractor, physician, nurse practitioner, physician assistant, or other clinical or non-clinical service provider employed by or providing services to the Company or to Buyer (or any of its affiliates) in connection with the Business, regardless of whether such individual is employed on a full-time, part-time, per diem, or temporary basis.

"Covered Patient" means any individual who was a patient of the Company, or who received healthcare services at any Clinic Location, at any time during the twenty-four (24) months immediately preceding the relevant date of determination.

"Covered Referral Source" means any physician, physician group, hospital, hospital system, skilled nursing facility, assisted living facility, home health agency, rehabilitation facility, or other healthcare provider or organization that referred patients to the Company (or to any Clinic Location) at any time during the twenty-four (24) months immediately preceding the relevant date of determination, including, without limitation, any referral source listed on the Company's referral source database as maintained in the ordinary course of business.

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

"Restricted Period" means the period commencing on the Effective Date and ending at 11:59 p.m. Eastern Time on the third (3rd) anniversary of the Effective Date (i.e., August 15, 2028), subject to extension as provided in Section 6.3 of this Agreement.

"Restricted Territory" means the geographic area within a seventy-five (75) mile radius of each Clinic Location, measured from the street address of each such Clinic Location as set forth in Exhibit A. For the avoidance of doubt, the Restricted Territory constitutes the aggregate area encompassed by the overlapping seventy-five (75) mile radii surrounding all eleven (11) Clinic Locations, as depicted illustratively on the map attached to Exhibit A.

Section 2 — Non-Competition

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

(a) own, manage, operate, control, be employed by, provide services to, consult for, lend money or credit to, guarantee the obligations of, or otherwise participate or engage in (whether as a principal, agent, or otherwise) any Competing Enterprise within the Restricted Territory;

(b) establish, open, develop, or operate any healthcare clinic, medical practice, outpatient facility, ambulatory surgery center, diagnostic imaging facility, or any other healthcare services facility within the Restricted Territory that offers services substantially similar to those offered by the Business as of the Effective Date or at any time during the twelve (12) months preceding the Effective Date;

(c) serve as a member of the board of directors, board of managers, advisory board, or similar governing body of any Competing Enterprise that conducts or intends to conduct business within the Restricted Territory; or

(d) assist, encourage, advise, or otherwise facilitate any Person in doing, or preparing to do, any of the activities described in the foregoing clauses (a) through (c).

2.2 Permitted Activities. Notwithstanding the restrictions set forth in Section 2.1, nothing in this Agreement shall prohibit or restrict any Restricted Party from engaging in any of the following activities:

(a) Passive Investment. The ownership, solely as a passive investor, of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or quoted on a nationally recognized automated quotation system, provided that such Restricted Party does not otherwise participate in the management, operations, or affairs of such entity and does not serve as an officer, director, employee, consultant, or advisor to such entity;

(b) Consulting Agreement Services. The provision of services by a Restricted Party pursuant to and in accordance with such Restricted Party's Consulting Agreement with Buyer, during the term of such Consulting Agreement;

(c) Academic and Charitable Activities. Engagement in academic, teaching, clinical research, peer review, continuing medical education, or charitable activities at non-profit hospitals, academic medical centers, or educational institutions (including, without limitation, the University of Rochester Medical Center and SUNY upstate Medical University), provided that such activities do not involve, and are not undertaken in connection with, the operation, management, ownership, or promotion of a Competing Enterprise; and

(d) Unrelated Specialty Services. The provision of clinical medical services in a medical specialty or subspecialty that is unrelated to the services provided by the Business as of the Effective Date, subject to Buyer's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any request for such consent shall be made in writing and shall describe in reasonable detail the nature and scope of the proposed clinical services, the location at which such services would be provided, and the identity of any employing or engaging entity. Buyer shall respond to any such request within thirty (30) business days of receipt thereof.

Section 3 — Non-Solicitation of Employees

3.1 Employee Non-Solicitation. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether for such Restricted Party's own account or for the account of any other Person:

(a) solicit, recruit, hire, retain, or attempt to solicit, recruit, hire, or retain any Covered Employee, or otherwise encourage, induce, or attempt to encourage or induce any Covered Employee to leave the employment of, or terminate or reduce such Covered Employee's engagement with, Buyer or any of its affiliates;

(b) encourage, induce, or assist, or attempt to encourage, induce, or assist, any Covered Employee to terminate, diminish, or otherwise adversely alter such Covered Employee's employment or engagement relationship with Buyer or any of its affiliates, including, without limitation, by offering or communicating the availability of employment or engagement opportunities with any other Person; or

(c) hire or engage any Covered Employee, or cause or encourage any entity, business, practice, or other organization with which such Restricted Party is associated, affiliated, employed, or otherwise connected to hire or engage any Covered Employee, in any capacity (whether as an employee, independent contractor, consultant, or otherwise).

For the avoidance of doubt, the restrictions set forth in this Section 3.1 shall apply regardless of whether the Covered Employee would be employed or engaged in a position or capacity related to the Business.

3.2 Exceptions. Notwithstanding anything to the contrary in Section 3.1, the restrictions contained in Section 3.1 shall not prohibit:

(a) General Solicitations. General solicitations of employment through advertisements placed in newspapers, trade journals, industry publications, internet job boards, social media platforms, or other media of general circulation that are not specifically targeted at or directed toward Covered Employees; provided, however, that this exception shall not permit any Restricted Party to hire or engage any Covered Employee who responds to any such general solicitation during the Restricted Period; and

(b) Previously Terminated Employees. The solicitation or hiring of any Covered Employee whose employment or engagement with Buyer or its affiliates was terminated by Buyer (or its applicable affiliate) without cause at least six (6) months prior to the date of such solicitation or hiring, as evidenced by written documentation from Buyer or its applicable affiliate confirming the date and circumstances of such termination.

Section 4 — Non-Solicitation of Patients and Referral Sources

4.1 Patient Non-Solicitation. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether for such Restricted Party's own account or for the account of any other Person, solicit, contact, divert, or attempt to solicit, contact, or divert any Covered Patient for the purpose of (a) providing healthcare services competitive with the Business, (b) referring any Covered Patient to any Competing Enterprise or any other healthcare provider or facility for the purpose of obtaining healthcare services competitive with the Business, or (c) discouraging, inducing, or attempting to discourage or induce any Covered Patient from seeking or continuing to receive healthcare services from Buyer or its affiliates in connection with the Business.

4.2 Referral Source Non-Solicitation. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether for such Restricted Party's own account or for the account of any other Person, solicit, contact, interfere with, or attempt to solicit, contact, or interfere with any Covered Referral Source for the purpose of (a) diverting or redirecting patient referrals away from Buyer or its affiliates in connection with the Business, (b) encouraging any Covered Referral Source to reduce, terminate, or refrain from making patient referrals to Buyer or its affiliates, or (c) inducing or encouraging any Covered Referral Source to refer patients to any Competing Enterprise or any other healthcare provider or facility in lieu of, or in preference to, Buyer or its affiliates.

4.3 No Disparagement of Business Relationships. During the Restricted Period and at all times thereafter, neither Restricted Party shall, directly or indirectly, make any disparaging, derogatory, or defamatory statements or communications (whether written, oral, electronic, or otherwise) regarding Buyer, any of its affiliates, the Business, or any of the Clinic Locations to any Covered Patient, Covered Referral Source, payor, managed care organization, health plan, vendor, supplier, governmental authority, or other business contact or stakeholder of the Business. For the avoidance of doubt, nothing in this Section 4.3 shall prohibit any Restricted Party from (a) providing truthful testimony or information in response to a valid subpoena, court order, or governmental investigation, or (b) making truthful statements in connection with any legal proceeding between the Parties.

Section 5 — Confidential Information

5.1 Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information of any kind or nature relating to the Business, the Company, Buyer, or any of Buyer's affiliates, whether disclosed, obtained, or developed before, on, or after the Effective Date, and regardless of the form or medium in which such information exists or is communicated. Without limiting the generality of the foregoing, Confidential Information includes, without limitation:

(a) patient lists, patient databases, patient records, patient demographic information, patient medical histories, and patient contact information;

(b) referral source lists, referral source databases, referral source contact information, and referral source relationship histories;

(c) payor contracts, participation agreements, reimbursement rates, fee schedules, and pricing data, including, without limitation, the participation agreements with Meridian Shield Health Plans, Inc. and all other managed care and commercial payor agreements to which the Company is a party;

(d) financial information, including revenues, expenses, profit margins, accounts receivable, accounts payable, budgets, financial projections, and financial statements, whether audited or unaudited;

(e) business plans, strategic plans, marketing strategies, market analyses, competitive assessments, growth plans, and expansion strategies;

(f) employee information, including compensation data, benefits information, personnel records, staffing models, recruiting strategies, and organizational charts;

(g) clinical protocols, treatment guidelines, care pathways, quality improvement data, patient outcomes data, and clinical decision-support tools;

(h) operating procedures, administrative processes, billing and coding methodologies, compliance programs, and information technology systems;

(i) trade secrets, know-how, inventions, techniques, and proprietary methodologies;

(j) vendor and supplier agreements, terms, pricing, and relationship information; and

(k) any other information that is designated as confidential by Buyer or its affiliates, or that a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of disclosure.

Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by a Restricted Party; (ii) was already known to a Restricted Party prior to such Restricted Party's association with the Company, as demonstrated by contemporaneous written records; or (iii) is independently developed by a Restricted Party without use of or reference to any Confidential Information, as demonstrated by contemporaneous written records.

5.2 Non-Disclosure Obligation. Each Restricted Party covenants and agrees that such Restricted Party shall not, at any time (whether during or after the Restricted Period), directly or indirectly, use, disclose, disseminate, publish, or permit or cause the disclosure of any Confidential Information to any Person other than Buyer or its authorized representatives, for any purpose whatsoever, without the prior written consent of Buyer. Notwithstanding the foregoing, a Restricted Party may disclose Confidential Information to the extent required by applicable law, regulation, or order of a court or governmental authority of competent jurisdiction, or by valid legal process (including a subpoena or civil investigative demand); provided, however, that the Restricted Party shall (a) provide Buyer with prompt written notice of such requirement or request (to the extent permitted by applicable law or regulation), (b) cooperate with Buyer, at Buyer's expense, in seeking a protective order or other appropriate remedy to limit or prevent such disclosure, and (c) disclose only such Confidential Information as is legally required to be disclosed.

5.3 Return of Materials. Upon the Effective Date, and thereafter promptly upon the written request of Buyer, each Restricted Party shall return to Buyer (or, at Buyer's election, destroy and certify in writing the destruction of) all documents, files, records, notes, memoranda, correspondence, reports, data, databases, software, electronic files, storage media, and other materials in any form or medium that contain, reflect, or are derived from Confidential Information, in each case that are in such Restricted Party's possession, custody, or control. Each Restricted Party shall not retain any copies, extracts, or summaries of any such materials, except to the extent that retention of specific documents is required by applicable law or regulation, in which case such retained documents shall remain subject to the confidentiality obligations set forth in this Section 5 in perpetuity.

Section 6 — Enforcement and Remedies

6.1 Acknowledgment of Reasonableness. Each Restricted Party acknowledges and agrees as follows:

(a) The restrictive covenants contained in this Agreement, including the non-competition, non-solicitation, and confidentiality obligations set forth herein, are reasonable in scope, duration, and geographic extent and are necessary to protect Buyer's legitimate business interests, including, without limitation, the goodwill of the Business being acquired by Buyer in the transactions contemplated by the APA, the confidential and proprietary information of the Business, the patient and referral source relationships of the Business, and the stability and continuity of the workforce of the Business.

(b) The Restricted Period of three (3) years, the Restricted Territory of a seventy-five (75) mile radius surrounding each of the eleven (11) Clinic Locations, and the scope of the restricted activities described herein are each reasonable and appropriate in light of: (i) the broad geographic scope of the Business, which operates across the States of New York and Pennsylvania; (ii) the Restricted Parties' respective senior leadership roles as Co-Managing Members (and, in the case of Petrosian, as Medical Director) of the Company; (iii) the Restricted Parties' extensive knowledge of, and relationships with, the Company's patients, referral sources, employees, payors, and other business contacts; (iv) the material consideration being received by each Restricted Party in connection with the transactions under the APA and the Consulting Agreements; and (v) the substantial investment being made by Buyer in acquiring the Business.

(c) The enforcement of the covenants contained in this Agreement will not impose an undue hardship on either Restricted Party, taking into account the consideration received, the Permitted Activities set forth in Section 2.2, and the availability of professional opportunities outside the scope of the restrictions herein.

6.2 Irreparable Harm; Injunctive Relief. Each Restricted Party acknowledges and agrees that any breach or threatened breach of this Agreement would cause Buyer immediate, substantial, and irreparable injury and harm for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to all other remedies available to Buyer at law or in equity (including, without limitation, damages and indemnification under the APA), Buyer shall be entitled to seek and obtain temporary restraining orders, preliminary injunctions, and permanent injunctive relief and orders of specific performance from any court of competent jurisdiction to enforce the covenants and obligations set forth in this Agreement, without the necessity of (a) proving actual damages, (b) posting any bond, surety, or other security, or (c) establishing the inadequacy of monetary damages as a remedy. Each Restricted Party hereby waives any requirement for the securing or posting of any bond or other security in connection with any application for injunctive or other equitable relief sought by Buyer to enforce the provisions of this Agreement, and each Restricted Party consents to the issuance of such injunctive or equitable relief without the requirement of any such bond or security.

6.3 Tolling. If any Restricted Party violates any of the covenants set forth in Section 2, Section 3, or Section 4 of this Agreement, the Restricted Period applicable to such Restricted Party (and, for the avoidance of doubt, only such Restricted Party) shall automatically be extended by a period of time equal to the duration of such violation, commencing on the date on which the violation first occurred and ending on the date on which the violation has been fully cured or permanently ceased, as determined by a court of competent jurisdiction or as agreed by the Parties in writing.

6.4 Special Indemnity Obligation under APA. Each Restricted Party acknowledges and agrees that any breach of this Agreement by such Restricted Party shall constitute a breach of the Special Indemnity provisions set forth in Article IX of the APA (or such other article or section of the APA as governs the Special Indemnity obligations). Without limiting any other rights or remedies available to Buyer, the indemnification obligations of the Restricted Parties for any breach of this Agreement shall be:

(a) uncapped, and not subject to the Indemnification Cap of Thirty-Five Million Dollars ($35,000,000) otherwise applicable to the indemnification obligations of the sellers under the APA;

(b) not subject to the De Minimis Threshold of Seventy-Five Thousand Dollars ($75,000) or the Mini-Basket limitation of Seven Hundred Thousand Dollars ($700,000) that are otherwise applicable under the APA to certain indemnification claims; and

(c) surviving for a period of thirty-six (36) months following the Effective Date (i.e., through and including August 15, 2028), without regard to any shorter survival periods that may apply to other indemnification obligations under the APA.

For the avoidance of doubt, the foregoing indemnification obligations are in addition to, and not in limitation of, any other indemnification obligations of the Restricted Parties under the APA with respect to matters other than breaches of this Agreement.

6.5 Cumulative Remedies. The rights and remedies of Buyer set forth in this Section 6 are cumulative and shall be in addition to, and not in lieu of or exclusive of, any and all other rights and remedies available to Buyer under the APA, the Consulting Agreements, at law, in equity, or otherwise. The exercise by Buyer of any one or more of such rights or remedies shall not preclude the simultaneous or subsequent exercise of any other right or remedy.

Section 7 — Judicial Modification

7.1 Reformation. If any court of competent jurisdiction determines that any restrictive covenant contained in this Agreement is unenforceable as written because it is overbroad, excessive, or otherwise unreasonable in duration, geographic scope, or scope of restricted activity, such court shall have the power, and is hereby directed and requested by the Parties, to reform such covenant by reducing, limiting, or modifying the duration, geographic scope, or scope of restricted activity (or any combination thereof) to the minimum extent necessary to render the covenant valid and enforceable under applicable law, and the covenant as so reformed shall thereupon be binding upon and enforceable against the applicable Restricted Party with the same force and effect as if the reformed covenant had been the original covenant set forth in this Agreement. Each Restricted Party agrees to be bound by any such reformed covenant and waives any right to challenge the enforceability of a covenant as reformed by a court pursuant to this Section 7.1.

7.2 Severability. The provisions and covenants contained in this Agreement are severable. If any provision of this Agreement, or any part thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect or impair any other provision or part of this Agreement, and the remaining provisions and parts shall continue in full force and effect. To the extent that the judicial modification provisions of Section 7.1 are not applicable or are insufficient to preserve the enforceability of any provision, the invalid or unenforceable provision shall be deemed deleted from this Agreement, and the remaining provisions shall be interpreted and enforced as if such deleted provision had never been included herein.

Section 8 — Representations and Warranties of the Restricted Parties

Each Restricted Party, severally and not jointly, hereby represents and warrants to Buyer as follows:

(a) Legal Capacity and Authority. Such Restricted Party is an individual with the full legal capacity and authority to execute, deliver, and perform this Agreement, and no consent, approval, authorization, or order of any court, governmental authority, or other Person is required in connection with such Restricted Party's execution, delivery, or performance of this Agreement.

(b) Valid and Binding Obligation. This Agreement has been duly executed and delivered by such Restricted Party and constitutes the legal, valid, and binding obligation of such Restricted Party, enforceable against such Restricted Party in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).

(c) No Conflict. The execution, delivery, and performance of this Agreement by such Restricted Party does not and will not (i) violate, conflict with, or result in a breach of any provision of any law, rule, regulation, order, judgment, decree, or governmental requirement applicable to such Restricted Party, (ii) conflict with, result in a breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under any contract, agreement, arrangement, commitment, or other obligation to which such Restricted Party is a party or by which such Restricted Party is bound, or (iii) result in the creation or imposition of any lien, charge, or encumbrance on any property or asset of such Restricted Party.

(d) Independent Counsel. Such Restricted Party has been advised and represented by independent legal counsel, specifically the law firm of Whitfield, Ames & Greer LLP, in connection with the negotiation, preparation, and execution of this Agreement, and such Restricted Party has had a full and adequate opportunity to review this Agreement with such counsel. Such Restricted Party fully understands the terms, conditions, restrictions, and implications of this Agreement and has executed this Agreement with full knowledge thereof.

(e) Voluntary Execution. Such Restricted Party is entering into this Agreement voluntarily and of such Restricted Party's own free will, without coercion or duress, and in consideration of the substantial economic benefits to be received by such Restricted Party from the consummation of the transactions contemplated by the APA and the compensation payable under such Restricted Party's Consulting Agreement. Such Restricted Party acknowledges that the consideration received is fair and adequate consideration for the obligations and restrictions imposed by this Agreement.

Section 9 — Independent Covenants; No Defense

9.1 Independent Covenants. The covenants and obligations of each Restricted Party set forth in this Agreement are independent of, and shall not be affected by, any other agreement, covenant, or obligation between the Parties, including, without limitation, the APA and the Consulting Agreements. The existence of any claim or cause of action by a Restricted Party against Buyer (whether arising under the APA, the Consulting Agreements, or otherwise) shall not constitute a defense to, and shall not excuse, delay, or otherwise justify noncompliance with, Buyer's enforcement of any provision of this Agreement. Each Restricted Party acknowledges that Buyer's right to enforce this Agreement is absolute and unconditional and is not subject to any setoff, counterclaim, recoupment, or defense.

9.2 Individual Obligations. The obligations of each Restricted Party under this Agreement are several and independent. A breach of this Agreement by one Restricted Party shall not excuse, diminish, or otherwise affect the obligations of the other Restricted Party hereunder. Each Restricted Party shall be responsible for such Restricted Party's own compliance with this Agreement regardless of whether the other Restricted Party is in compliance or in breach.

Section 10 — Assignment

10.1 Binding Effect. This Agreement shall be binding upon each Restricted Party and such Restricted Party's heirs, executors, administrators, personal representatives, guardians, and legal representatives, and shall inure to the benefit of Buyer and its successors and permitted assigns.

10.2 Assignment by Buyer. Buyer may freely assign, transfer, or delegate any or all of its rights, benefits, and obligations under this Agreement to (a) any affiliate of Buyer, (b) any successor to all or substantially all of the Business or the assets of Buyer (whether by merger, consolidation, reorganization, sale of assets, or otherwise), or (c) any assignee of all or substantially all of the acquired assets under the APA, in each case without the prior consent of either Restricted Party and without any additional consideration or other action by the Restricted Parties. Upon any such assignment, the assignee shall have and may exercise all of the rights and remedies of Buyer hereunder as if such assignee were a party to this Agreement.

10.3 No Assignment by Restricted Parties. No Restricted Party may assign, transfer, or delegate this Agreement or any of such Restricted Party's rights or obligations hereunder to any Person, without the prior written consent of Buyer. Any purported assignment, transfer, or delegation by a Restricted Party in violation of this Section 10.3 shall be null, void, and of no force or effect.

Section 11 — Notices

11.1 Manner of Notice. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and effective upon the earliest of: (a) personal delivery to the intended recipient; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), with proof of delivery or tracking confirmation, prepaid for next-business-day delivery; or (c) three (3) business days after mailing by United States certified mail, return receipt requested, postage prepaid. All such notices shall be addressed as follows:

If to Buyer:

Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, Ohio 43228

Attention: Marcus Waverly, Chief Executive Officer

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

Calderwood & Harkness LLP 425 Lexington Avenue, 31st Floor New York, New York 10017

Attention: James Prentice

If to Alcott:

Dr. Raymond Alcott 14 Tobey Trail Pittsford, New York 14534

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

Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, New York 10017

Attention: Catherine Greer

If to Petrosian:

Dr. Nadia Petrosian 2801 Elmwood Avenue Brighton, New York 14618

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

Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, New York 10017

Attention: Catherine Greer

11.2 Change of Address. Any Party may change the address to which notices are to be sent by providing written notice of such change to each other Party in accordance with this Section 11, which change shall be effective upon receipt of such notice.

Section 12 — Governing Law; Jurisdiction; Waiver of Jury Trial

12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflicts of law provisions or rules (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party acknowledges that the State of New York has a substantial relationship to the Parties and the transactions contemplated by this Agreement.

12.2 Exclusive Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the courts of the State of New York sitting in Monroe County, New York, and (b) if original subject-matter jurisdiction lies exclusively in the federal courts, the United States District Court for the Western District of New York, in each case for the purpose of any action, suit, proceeding, or counterclaim arising out of, related to, or in connection with this Agreement or the transactions contemplated hereby or the enforceability, interpretation, or validity of any provision hereof. Each Party irrevocably waives, and agrees not to assert, any objection to the laying of venue in any such court, and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivering a copy thereof in accordance with the notice provisions set forth in Section 11 hereof, and each Party agrees that such service shall constitute good and sufficient service of process.

12.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY BREACH HEREOF, OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SUCH CLAIM SOUNDS IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIES TO ENTER INTO THIS AGREEMENT, THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THIS WAIVER, AND THAT EACH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 13 — General Provisions

13.1 Entire Agreement. This Agreement, together with the APA, the Consulting Agreements, and any exhibits, schedules, and annexes hereto and thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, agreements, understandings, and commitments of the Parties, whether written or oral, with respect to the subject matter hereof. No Party has relied on any representation, warranty, promise, or inducement not expressly set forth in this Agreement, the APA, or the Consulting Agreements.

13.2 Amendments. No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by Buyer and each Restricted Party affected by such amendment, modification, supplement, restatement, or waiver. No oral modification or amendment of this Agreement shall be effective for any purpose.

13.3 Waiver. No failure or delay by Buyer in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any right, power, privilege, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. The rights and remedies of Buyer under this Agreement are cumulative and are not exclusive of any other rights or remedies that Buyer may have at law, in equity, or otherwise.

13.4 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such invalid, illegal, void, or unenforceable provision. Without limiting the foregoing, the judicial modification provisions set forth in Section 7 of this Agreement shall apply to any determination of invalidity or unenforceability of the restrictive covenants contained herein.

13.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including DocuSign, Ashford Health IT, or similar electronic signature platforms) shall be effective as delivery of an original executed counterpart hereof. The words "execution," "signed," "signature," and words of similar import in this Agreement shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, and enforceability as a manually executed signature.

13.6 Construction. The Parties acknowledge that this Agreement has been jointly drafted and negotiated by the Parties and their respective counsel and, accordingly, no presumption or rule of construction shall apply against any Party as the drafter of this Agreement or any particular provision hereof. The headings and captions contained in this Agreement are for convenience of reference only and shall not be considered in construing or interpreting any provision of this Agreement. As used in this Agreement: (a) the word "including" (and any variation thereof) means "including, without limitation"; (b) references to the singular include the plural and vice versa; (c) references to any gender include all genders; (d) references to "herein," "hereof," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular section or provision; and (e) references to any statute, law, or regulation include all rules and regulations promulgated thereunder and all amendments, successors, and replacements thereof.

13.7 Relationship to APA and Consulting Agreements. In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the APA with respect to the scope, duration, geographic extent, or enforceability of the restrictive covenants applicable to the Restricted Parties, the terms and provisions of this Agreement shall govern and control. For the avoidance of doubt, the termination or expiration of a Consulting Agreement (whether for cause, without cause, by mutual agreement, or otherwise) shall not relieve, reduce, excuse, or otherwise affect the obligations of the applicable Restricted Party under this Agreement, all of which obligations shall survive and remain in full force and effect in accordance with their terms irrespective of the status or termination of any Consulting Agreement. Each Restricted Party acknowledges that the obligations under this Agreement are supported by independent and sufficient consideration separate and apart from any consideration provided under the Consulting Agreements.

[Signature Page Follows]

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

BUYER:

CRESTLINE PACKAGING SOLUTIONS LLC

By: ________

Name: Marcus Waverly

Title: Chief Executive Officer

Date: ________

RESTRICTED PARTIES:

________________________________________

Dr. Raymond Alcott, individually

Date: ________

________________________________________

Dr. Nadia Petrosian, individually

Date: ________

EXHIBIT A

CLINIC LOCATIONS AND RESTRICTED TERRITORY MAP

The following table sets forth each of the eleven (11) Clinic Locations operated by the Company as of the Effective Date, together with the full street address, city, state, and ZIP code for each such location:

Note: The addresses set forth in this Exhibit A for each Clinic Location are consistent with the addresses set forth in Schedule 4.11 (Leased Real Property) and Schedule 4.12 (Owned Real Property) of the APA Disclosure Schedules. In the event of any discrepancy between the addresses listed in this Exhibit A and the addresses listed in the APA Disclosure Schedules, the addresses in the APA Disclosure Schedules shall control for purposes of determining the Restricted Territory.

Restricted Territory Definition

The Restricted Territory is defined as all geographic points located within a seventy-five (75) mile radius of each Clinic Location listed above. The radius shall be measured as a straight-line distance (i.e., "as the crow flies") from the street address of each Clinic Location to the relevant point. The aggregate Restricted Territory encompasses all areas within the overlapping seventy-five (75) mile radii surrounding all eleven (11) Clinic Locations and covers substantial portions of the States of New York and Pennsylvania, including, without limitation, the metropolitan areas of Rochester, Syracuse, Albany, Utica, Binghamtonhamton, Ithaca, Scranton, and Wilkes-Barre, as well as the rural and suburban areas surrounding each such metropolitan center.

Restricted Territory Map

[Attached hereto as the following page is an illustrative map depicting each Clinic Location identified by a numbered marker corresponding to the table above, with a seventy-five (75) mile radius circle overlaid around each Clinic Location. The shaded aggregate area represents the total Restricted Territory coverage area across the States of New York and Pennsylvania.]

IMPORTANT NOTE: The map attached hereto is provided for illustrative and reference purposes only. The map is not drawn to exact scale, and the boundaries depicted thereon are approximate. The controlling definition of the Restricted Territory for all purposes under this Agreement is the seventy-five (75) mile radius measured from the street address of each Clinic Location as set forth in the table above. In the event of any discrepancy between the map and the textual definition of the Restricted Territory set forth in Section 1 of this Agreement, the textual definition shall control.

[MAP PLACEHOLDER — TO BE INSERTED PRIOR TO EXECUTION]

No.	Clinic Name	Street Address	City	State	ZIP Code
1	Rochester Main	450 East Ridge Road	Rochester	NY	14621
2	Brighton	1920 South Clinton Avenue	Brighton	NY	14618
3	Henrietta	333 Calkins Road	Henrietta	NY	14467
4	Syracuse	750 East Adams Street, Suite 200	Syracuse	NY	13210
5	Utica	1676 Sunset Avenue	Utica	NY	13502
6	Binghamtonhamton	4401 Vestal Parkway East	Binghamtonhamton	NY	13903
7	Ithaca	2315 North Triphammer Road	Ithaca	NY	14850
8	Albany	1365 Washington Avenue, Suite 400	Albany	NY	12206
9	Scranton	418 Spruce Street, Suite 100	Scranton	PA	18503
10	Wilkes-Barre	100 North Pennsylvania Boulevard	Wilkes-Barre	PA	18701
11	Towanda	1 Hospital Drive	Towanda	PA	18848

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of the Closing Date (as defined in the APA (defined below)), estimated to be August 15, 2025 (the "Effective Date"), by and among:
Dr. Raymond Alcott, an individual residing at 14 Tobey Trail, Pittsford, New York 14534 ("Alcott");
Dr. Nadia Petrosian, an individual residing at 2801 Elmwood Avenue, Brighton, New York 14618 ("Petrosian" and, together with Alcott, each a "Restricted Party" and collectively, the "Restricted Parties"); and
Crestline Packaging Solutions LLC, a Delaware limited liability company with its principal office at 8400 Scioto Darby Road, Suite 300, Columbus, Ohio 43228 ("Buyer").
Each of the Restricted Parties and Buyer is referred to herein individually as a "Party" and collectively as the "Parties."
This Agreement is entered into simultaneously with, and as a material condition precedent to, the closing of the transactions contemplated by that certain Asset Purchase Agreement, dated as of June 16, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "APA"), by and among Buyer, Lakewood Regional Health Partners, LLC, a New York limited liability company ("Lakewood" or the "Company"), Alcott, and Petrosian.
RECITALS
WHEREAS, the Company is a multi-site healthcare services provider operating eleven (11) clinic locations across the States of New York and Pennsylvania, with its principal office located at 450 East Ridge Road, Rochester, New York 14621, and the Company provides primary care, specialty care, diagnostic imaging, and related ancillary healthcare services to patients in the communities surrounding each of its clinic locations;
WHEREAS, Alcott is a Co-Managing Member of the Company holding a sixty percent (60%) membership interest in the Company, and Petrosian is a Co-Managing Member of the Company holding a forty percent (40%) membership interest in the Company and additionally serves as the Company's Medical Director, and each of the Restricted Parties has been instrumental in founding, managing, and expanding the operations of the Company;
WHEREAS, pursuant to the APA, Buyer is acquiring substantially all of the assets of the Company and assuming certain specified liabilities of the Company in exchange for an aggregate purchase price of One Hundred Forty Million Dollars ($140,000,000) (the "Purchase Price"), subject to the adjustments and other terms and conditions set forth in the APA;
WHEREAS, Alcott and Petrosian will each receive material consideration from the consummation of the transactions contemplated under the APA, including their respective pro rata shares of the Purchase Price and including compensation payable under their respective Consulting Agreements with Buyer (each, a "Consulting Agreement"), and such consideration constitutes adequate and independent consideration for the obligations undertaken by each Restricted Party herein;
WHEREAS, the Restricted Parties, by virtue of their respective positions as Co-Managing Members and, in the case of Petrosian, Medical Director, possess intimate and detailed knowledge of the business, operations, patients, referral sources, employees, clinical protocols, financial performance, payor relationships, competitive strategies, and confidential and proprietary information of the Company, all of which knowledge would provide the Restricted Parties with an unfair competitive advantage if they were permitted to compete with Buyer following the closing of the transactions under the APA;
WHEREAS, Buyer would not have entered into the APA or consummated the transactions contemplated thereby, and would not have agreed to pay the Purchase Price, absent the Restricted Parties' execution and delivery of this Agreement, and accordingly the Restricted Parties' covenants and agreements set forth herein were a material inducement to Buyer in entering into the APA;
WHEREAS, the execution and delivery of this Agreement by each of the Restricted Parties is a condition precedent to Buyer's obligation to consummate the Closing under Article VII of the APA; and
WHEREAS, each Restricted Party acknowledges and agrees that the restrictive covenants contained in this Agreement are reasonable and necessary to protect the legitimate business interests of Buyer, including the goodwill being acquired by Buyer in the transactions under the APA, and that the Restricted Parties have received valuable and sufficient consideration in exchange for their agreement to be bound by the terms hereof.
NOW, THEREFORE, in consideration of the Purchase Price payable under the APA, the consulting compensation payable under the Consulting Agreements, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:
Section 1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the APA.
"APA" means the Asset Purchase Agreement, dated as of June 16, 2025, by and among Buyer, the Company, Alcott, and Petrosian, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Business" means the ownership, operation, and management of outpatient healthcare clinics providing primary care, specialty care, diagnostic imaging, and related ancillary healthcare services of the type conducted by the Company as of the Effective Date, including, without limitation, urgent care services, internal medicine, family practice, cardiology consultations, musculoskeletal care, laboratory services, and radiology and diagnostic imaging services, in each case to the extent such services were offered by the Company at any Clinic Location as of the Effective Date or during the twelve (12) months preceding the Effective Date.
"Clinic Locations" means each of the following eleven (11) locations operated by the Company as of the Effective Date, as more particularly described in Exhibit A attached hereto:
(i) Rochester Main — 450 East Ridge Road, Rochester, New York 14621 (CMS Certification No. 33-7021; New York Certificate No. D&TC-4821);
(ii) Brighton — Brighton, New York (CMS Certification No. 33-7022; New York Certificate No. D&TC-4822);
(iii) Henrietta — Henrietta, New York (CMS Certification No. 33-7023; New York Certificate No. D&TC-4823);
(iv) Syracuse — Syracuse, New York (CMS Certification No. 33-7024; New York Certificate No. D&TC-4824);
(v) Utica — Utica, New York (CMS Certification No. 33-7025; New York Certificate No. D&TC-4825);
(vi) Binghamtonhamton — Binghamtonhamton, New York (CMS Certification No. 33-7026; New York Certificate No. D&TC-4826);
(vii) Ithaca — Ithaca, New York (CMS Certification No. 33-7027; New York Certificate No. D&TC-4827);
(viii) Albany — Albany, New York (CMS Certification No. 33-7028; New York Certificate No. D&TC-4828);
(ix) Scranton — Scranton, Pennsylvania (CMS Certification No. 39-6011; Pennsylvania License No. OPC-20140892);
(x) Wilkes-Barre — Wilkes-Barre, Pennsylvania (CMS Certification No. 39-6012; Pennsylvania License No. OPC-20140893); and
(xi) Towanda — Towanda, Pennsylvania (CMS Certification No. 39-6013; Pennsylvania License No. OPC-20140894).
The full street addresses for each Clinic Location are set forth in Exhibit A.
"Competing Enterprise" means any Person engaged in, or planning to engage in, the Business, whether as a sole proprietorship, partnership, limited liability company, corporation, joint venture, franchise, or any other form of business organization.
"Confidential Information" has the meaning set forth in Section 5.1 of this Agreement.
"Consulting Agreement" means, with respect to each Restricted Party, the consulting agreement entered into between such Restricted Party and Buyer (or its applicable affiliate), dated as of the Effective Date, pursuant to which such Restricted Party will provide certain transition and consulting services to Buyer following the Closing.
"Covered Employee" means any individual who is or was, at any time during the twelve (12) months immediately preceding the relevant date of determination, an employee, independent contractor, physician, nurse practitioner, physician assistant, or other clinical or non-clinical service provider employed by or providing services to the Company or to Buyer (or any of its affiliates) in connection with the Business, regardless of whether such individual is employed on a full-time, part-time, per diem, or temporary basis.
"Covered Patient" means any individual who was a patient of the Company, or who received healthcare services at any Clinic Location, at any time during the twenty-four (24) months immediately preceding the relevant date of determination.
"Covered Referral Source" means any physician, physician group, hospital, hospital system, skilled nursing facility, assisted living facility, home health agency, rehabilitation facility, or other healthcare provider or organization that referred patients to the Company (or to any Clinic Location) at any time during the twenty-four (24) months immediately preceding the relevant date of determination, including, without limitation, any referral source listed on the Company's referral source database as maintained in the ordinary course of business.
"Person" means any individual, corporation, partnership, limited partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, governmental authority, or other entity or organization of any kind.
"Restricted Period" means the period commencing on the Effective Date and ending at 11:59 p.m. Eastern Time on the third (3rd) anniversary of the Effective Date (i.e., August 15, 2028), subject to extension as provided in Section 6.3 of this Agreement.
"Restricted Territory" means the geographic area within a seventy-five (75) mile radius of each Clinic Location, measured from the street address of each such Clinic Location as set forth in Exhibit A. For the avoidance of doubt, the Restricted Territory constitutes the aggregate area encompassed by the overlapping seventy-five (75) mile radii surrounding all eleven (11) Clinic Locations, as depicted illustratively on the map attached to Exhibit A.
Section 2 — Non-Competition
2.1 Non-Competition Covenant. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether individually or as an owner, partner, member, shareholder, officer, director, employee, consultant, agent, advisor, representative, licensor, licensee, franchisee, joint venturer, or in any other capacity whatsoever, for such Restricted Party's own account or for the account of any other Person:
(a) own, manage, operate, control, be employed by, provide services to, consult for, lend money or credit to, guarantee the obligations of, or otherwise participate or engage in (whether as a principal, agent, or otherwise) any Competing Enterprise within the Restricted Territory;
(b) establish, open, develop, or operate any healthcare clinic, medical practice, outpatient facility, ambulatory surgery center, diagnostic imaging facility, or any other healthcare services facility within the Restricted Territory that offers services substantially similar to those offered by the Business as of the Effective Date or at any time during the twelve (12) months preceding the Effective Date;
(c) serve as a member of the board of directors, board of managers, advisory board, or similar governing body of any Competing Enterprise that conducts or intends to conduct business within the Restricted Territory; or
(d) assist, encourage, advise, or otherwise facilitate any Person in doing, or preparing to do, any of the activities described in the foregoing clauses (a) through (c).
2.2 Permitted Activities. Notwithstanding the restrictions set forth in Section 2.1, nothing in this Agreement shall prohibit or restrict any Restricted Party from engaging in any of the following activities:
(a) Passive Investment. The ownership, solely as a passive investor, of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or quoted on a nationally recognized automated quotation system, provided that such Restricted Party does not otherwise participate in the management, operations, or affairs of such entity and does not serve as an officer, director, employee, consultant, or advisor to such entity;
(b) Consulting Agreement Services. The provision of services by a Restricted Party pursuant to and in accordance with such Restricted Party's Consulting Agreement with Buyer, during the term of such Consulting Agreement;
(c) Academic and Charitable Activities. Engagement in academic, teaching, clinical research, peer review, continuing medical education, or charitable activities at non-profit hospitals, academic medical centers, or educational institutions (including, without limitation, the University of Rochester Medical Center and SUNY upstate Medical University), provided that such activities do not involve, and are not undertaken in connection with, the operation, management, ownership, or promotion of a Competing Enterprise; and
(d) Unrelated Specialty Services. The provision of clinical medical services in a medical specialty or subspecialty that is unrelated to the services provided by the Business as of the Effective Date, subject to Buyer's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any request for such consent shall be made in writing and shall describe in reasonable detail the nature and scope of the proposed clinical services, the location at which such services would be provided, and the identity of any employing or engaging entity. Buyer shall respond to any such request within thirty (30) business days of receipt thereof.
Section 3 — Non-Solicitation of Employees
3.1 Employee Non-Solicitation. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether for such Restricted Party's own account or for the account of any other Person:
(a) solicit, recruit, hire, retain, or attempt to solicit, recruit, hire, or retain any Covered Employee, or otherwise encourage, induce, or attempt to encourage or induce any Covered Employee to leave the employment of, or terminate or reduce such Covered Employee's engagement with, Buyer or any of its affiliates;
(b) encourage, induce, or assist, or attempt to encourage, induce, or assist, any Covered Employee to terminate, diminish, or otherwise adversely alter such Covered Employee's employment or engagement relationship with Buyer or any of its affiliates, including, without limitation, by offering or communicating the availability of employment or engagement opportunities with any other Person; or
(c) hire or engage any Covered Employee, or cause or encourage any entity, business, practice, or other organization with which such Restricted Party is associated, affiliated, employed, or otherwise connected to hire or engage any Covered Employee, in any capacity (whether as an employee, independent contractor, consultant, or otherwise).
For the avoidance of doubt, the restrictions set forth in this Section 3.1 shall apply regardless of whether the Covered Employee would be employed or engaged in a position or capacity related to the Business.
3.2 Exceptions. Notwithstanding anything to the contrary in Section 3.1, the restrictions contained in Section 3.1 shall not prohibit:
(a) General Solicitations. General solicitations of employment through advertisements placed in newspapers, trade journals, industry publications, internet job boards, social media platforms, or other media of general circulation that are not specifically targeted at or directed toward Covered Employees; provided, however, that this exception shall not permit any Restricted Party to hire or engage any Covered Employee who responds to any such general solicitation during the Restricted Period; and
(b) Previously Terminated Employees. The solicitation or hiring of any Covered Employee whose employment or engagement with Buyer or its affiliates was terminated by Buyer (or its applicable affiliate) without cause at least six (6) months prior to the date of such solicitation or hiring, as evidenced by written documentation from Buyer or its applicable affiliate confirming the date and circumstances of such termination.
Section 4 — Non-Solicitation of Patients and Referral Sources
4.1 Patient Non-Solicitation. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether for such Restricted Party's own account or for the account of any other Person, solicit, contact, divert, or attempt to solicit, contact, or divert any Covered Patient for the purpose of (a) providing healthcare services competitive with the Business, (b) referring any Covered Patient to any Competing Enterprise or any other healthcare provider or facility for the purpose of obtaining healthcare services competitive with the Business, or (c) discouraging, inducing, or attempting to discourage or induce any Covered Patient from seeking or continuing to receive healthcare services from Buyer or its affiliates in connection with the Business.
4.2 Referral Source Non-Solicitation. During the Restricted Period, each Restricted Party covenants and agrees that such Restricted Party shall not, directly or indirectly, whether for such Restricted Party's own account or for the account of any other Person, solicit, contact, interfere with, or attempt to solicit, contact, or interfere with any Covered Referral Source for the purpose of (a) diverting or redirecting patient referrals away from Buyer or its affiliates in connection with the Business, (b) encouraging any Covered Referral Source to reduce, terminate, or refrain from making patient referrals to Buyer or its affiliates, or (c) inducing or encouraging any Covered Referral Source to refer patients to any Competing Enterprise or any other healthcare provider or facility in lieu of, or in preference to, Buyer or its affiliates.
4.3 No Disparagement of Business Relationships. During the Restricted Period and at all times thereafter, neither Restricted Party shall, directly or indirectly, make any disparaging, derogatory, or defamatory statements or communications (whether written, oral, electronic, or otherwise) regarding Buyer, any of its affiliates, the Business, or any of the Clinic Locations to any Covered Patient, Covered Referral Source, payor, managed care organization, health plan, vendor, supplier, governmental authority, or other business contact or stakeholder of the Business. For the avoidance of doubt, nothing in this Section 4.3 shall prohibit any Restricted Party from (a) providing truthful testimony or information in response to a valid subpoena, court order, or governmental investigation, or (b) making truthful statements in connection with any legal proceeding between the Parties.
Section 5 — Confidential Information
5.1 Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information of any kind or nature relating to the Business, the Company, Buyer, or any of Buyer's affiliates, whether disclosed, obtained, or developed before, on, or after the Effective Date, and regardless of the form or medium in which such information exists or is communicated. Without limiting the generality of the foregoing, Confidential Information includes, without limitation:
(a) patient lists, patient databases, patient records, patient demographic information, patient medical histories, and patient contact information;
(b) referral source lists, referral source databases, referral source contact information, and referral source relationship histories;
(c) payor contracts, participation agreements, reimbursement rates, fee schedules, and pricing data, including, without limitation, the participation agreements with Meridian Shield Health Plans, Inc. and all other managed care and commercial payor agreements to which the Company is a party;
(d) financial information, including revenues, expenses, profit margins, accounts receivable, accounts payable, budgets, financial projections, and financial statements, whether audited or unaudited;
(e) business plans, strategic plans, marketing strategies, market analyses, competitive assessments, growth plans, and expansion strategies;
(f) employee information, including compensation data, benefits information, personnel records, staffing models, recruiting strategies, and organizational charts;
(g) clinical protocols, treatment guidelines, care pathways, quality improvement data, patient outcomes data, and clinical decision-support tools;
(h) operating procedures, administrative processes, billing and coding methodologies, compliance programs, and information technology systems;
(i) trade secrets, know-how, inventions, techniques, and proprietary methodologies;
(j) vendor and supplier agreements, terms, pricing, and relationship information; and
(k) any other information that is designated as confidential by Buyer or its affiliates, or that a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of disclosure.
Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by a Restricted Party; (ii) was already known to a Restricted Party prior to such Restricted Party's association with the Company, as demonstrated by contemporaneous written records; or (iii) is independently developed by a Restricted Party without use of or reference to any Confidential Information, as demonstrated by contemporaneous written records.
5.2 Non-Disclosure Obligation. Each Restricted Party covenants and agrees that such Restricted Party shall not, at any time (whether during or after the Restricted Period), directly or indirectly, use, disclose, disseminate, publish, or permit or cause the disclosure of any Confidential Information to any Person other than Buyer or its authorized representatives, for any purpose whatsoever, without the prior written consent of Buyer. Notwithstanding the foregoing, a Restricted Party may disclose Confidential Information to the extent required by applicable law, regulation, or order of a court or governmental authority of competent jurisdiction, or by valid legal process (including a subpoena or civil investigative demand); provided, however, that the Restricted Party shall (a) provide Buyer with prompt written notice of such requirement or request (to the extent permitted by applicable law or regulation), (b) cooperate with Buyer, at Buyer's expense, in seeking a protective order or other appropriate remedy to limit or prevent such disclosure, and (c) disclose only such Confidential Information as is legally required to be disclosed.
5.3 Return of Materials. Upon the Effective Date, and thereafter promptly upon the written request of Buyer, each Restricted Party shall return to Buyer (or, at Buyer's election, destroy and certify in writing the destruction of) all documents, files, records, notes, memoranda, correspondence, reports, data, databases, software, electronic files, storage media, and other materials in any form or medium that contain, reflect, or are derived from Confidential Information, in each case that are in such Restricted Party's possession, custody, or control. Each Restricted Party shall not retain any copies, extracts, or summaries of any such materials, except to the extent that retention of specific documents is required by applicable law or regulation, in which case such retained documents shall remain subject to the confidentiality obligations set forth in this Section 5 in perpetuity.
Section 6 — Enforcement and Remedies
6.1 Acknowledgment of Reasonableness. Each Restricted Party acknowledges and agrees as follows:
(a) The restrictive covenants contained in this Agreement, including the non-competition, non-solicitation, and confidentiality obligations set forth herein, are reasonable in scope, duration, and geographic extent and are necessary to protect Buyer's legitimate business interests, including, without limitation, the goodwill of the Business being acquired by Buyer in the transactions contemplated by the APA, the confidential and proprietary information of the Business, the patient and referral source relationships of the Business, and the stability and continuity of the workforce of the Business.
(b) The Restricted Period of three (3) years, the Restricted Territory of a seventy-five (75) mile radius surrounding each of the eleven (11) Clinic Locations, and the scope of the restricted activities described herein are each reasonable and appropriate in light of: (i) the broad geographic scope of the Business, which operates across the States of New York and Pennsylvania; (ii) the Restricted Parties' respective senior leadership roles as Co-Managing Members (and, in the case of Petrosian, as Medical Director) of the Company; (iii) the Restricted Parties' extensive knowledge of, and relationships with, the Company's patients, referral sources, employees, payors, and other business contacts; (iv) the material consideration being received by each Restricted Party in connection with the transactions under the APA and the Consulting Agreements; and (v) the substantial investment being made by Buyer in acquiring the Business.
(c) The enforcement of the covenants contained in this Agreement will not impose an undue hardship on either Restricted Party, taking into account the consideration received, the Permitted Activities set forth in Section 2.2, and the availability of professional opportunities outside the scope of the restrictions herein.
6.2 Irreparable Harm; Injunctive Relief. Each Restricted Party acknowledges and agrees that any breach or threatened breach of this Agreement would cause Buyer immediate, substantial, and irreparable injury and harm for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to all other remedies available to Buyer at law or in equity (including, without limitation, damages and indemnification under the APA), Buyer shall be entitled to seek and obtain temporary restraining orders, preliminary injunctions, and permanent injunctive relief and orders of specific performance from any court of competent jurisdiction to enforce the covenants and obligations set forth in this Agreement, without the necessity of (a) proving actual damages, (b) posting any bond, surety, or other security, or (c) establishing the inadequacy of monetary damages as a remedy. Each Restricted Party hereby waives any requirement for the securing or posting of any bond or other security in connection with any application for injunctive or other equitable relief sought by Buyer to enforce the provisions of this Agreement, and each Restricted Party consents to the issuance of such injunctive or equitable relief without the requirement of any such bond or security.
6.3 Tolling. If any Restricted Party violates any of the covenants set forth in Section 2, Section 3, or Section 4 of this Agreement, the Restricted Period applicable to such Restricted Party (and, for the avoidance of doubt, only such Restricted Party) shall automatically be extended by a period of time equal to the duration of such violation, commencing on the date on which the violation first occurred and ending on the date on which the violation has been fully cured or permanently ceased, as determined by a court of competent jurisdiction or as agreed by the Parties in writing.
6.4 Special Indemnity Obligation under APA. Each Restricted Party acknowledges and agrees that any breach of this Agreement by such Restricted Party shall constitute a breach of the Special Indemnity provisions set forth in Article IX of the APA (or such other article or section of the APA as governs the Special Indemnity obligations). Without limiting any other rights or remedies available to Buyer, the indemnification obligations of the Restricted Parties for any breach of this Agreement shall be:
(a) uncapped, and not subject to the Indemnification Cap of Thirty-Five Million Dollars ($35,000,000) otherwise applicable to the indemnification obligations of the sellers under the APA;
(b) not subject to the De Minimis Threshold of Seventy-Five Thousand Dollars ($75,000) or the Mini-Basket limitation of Seven Hundred Thousand Dollars ($700,000) that are otherwise applicable under the APA to certain indemnification claims; and
(c) surviving for a period of thirty-six (36) months following the Effective Date (i.e., through and including August 15, 2028), without regard to any shorter survival periods that may apply to other indemnification obligations under the APA.
For the avoidance of doubt, the foregoing indemnification obligations are in addition to, and not in limitation of, any other indemnification obligations of the Restricted Parties under the APA with respect to matters other than breaches of this Agreement.
6.5 Cumulative Remedies. The rights and remedies of Buyer set forth in this Section 6 are cumulative and shall be in addition to, and not in lieu of or exclusive of, any and all other rights and remedies available to Buyer under the APA, the Consulting Agreements, at law, in equity, or otherwise. The exercise by Buyer of any one or more of such rights or remedies shall not preclude the simultaneous or subsequent exercise of any other right or remedy.
Section 7 — Judicial Modification
7.1 Reformation. If any court of competent jurisdiction determines that any restrictive covenant contained in this Agreement is unenforceable as written because it is overbroad, excessive, or otherwise unreasonable in duration, geographic scope, or scope of restricted activity, such court shall have the power, and is hereby directed and requested by the Parties, to reform such covenant by reducing, limiting, or modifying the duration, geographic scope, or scope of restricted activity (or any combination thereof) to the minimum extent necessary to render the covenant valid and enforceable under applicable law, and the covenant as so reformed shall thereupon be binding upon and enforceable against the applicable Restricted Party with the same force and effect as if the reformed covenant had been the original covenant set forth in this Agreement. Each Restricted Party agrees to be bound by any such reformed covenant and waives any right to challenge the enforceability of a covenant as reformed by a court pursuant to this Section 7.1.
7.2 Severability. The provisions and covenants contained in this Agreement are severable. If any provision of this Agreement, or any part thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect or impair any other provision or part of this Agreement, and the remaining provisions and parts shall continue in full force and effect. To the extent that the judicial modification provisions of Section 7.1 are not applicable or are insufficient to preserve the enforceability of any provision, the invalid or unenforceable provision shall be deemed deleted from this Agreement, and the remaining provisions shall be interpreted and enforced as if such deleted provision had never been included herein.
Section 8 — Representations and Warranties of the Restricted Parties
Each Restricted Party, severally and not jointly, hereby represents and warrants to Buyer as follows:
(a) Legal Capacity and Authority. Such Restricted Party is an individual with the full legal capacity and authority to execute, deliver, and perform this Agreement, and no consent, approval, authorization, or order of any court, governmental authority, or other Person is required in connection with such Restricted Party's execution, delivery, or performance of this Agreement.
(b) Valid and Binding Obligation. This Agreement has been duly executed and delivered by such Restricted Party and constitutes the legal, valid, and binding obligation of such Restricted Party, enforceable against such Restricted Party in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally and to general equitable principles (whether considered in a proceeding in equity or at law).
(c) No Conflict. The execution, delivery, and performance of this Agreement by such Restricted Party does not and will not (i) violate, conflict with, or result in a breach of any provision of any law, rule, regulation, order, judgment, decree, or governmental requirement applicable to such Restricted Party, (ii) conflict with, result in a breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under any contract, agreement, arrangement, commitment, or other obligation to which such Restricted Party is a party or by which such Restricted Party is bound, or (iii) result in the creation or imposition of any lien, charge, or encumbrance on any property or asset of such Restricted Party.
(d) Independent Counsel. Such Restricted Party has been advised and represented by independent legal counsel, specifically the law firm of Whitfield, Ames & Greer LLP, in connection with the negotiation, preparation, and execution of this Agreement, and such Restricted Party has had a full and adequate opportunity to review this Agreement with such counsel. Such Restricted Party fully understands the terms, conditions, restrictions, and implications of this Agreement and has executed this Agreement with full knowledge thereof.
(e) Voluntary Execution. Such Restricted Party is entering into this Agreement voluntarily and of such Restricted Party's own free will, without coercion or duress, and in consideration of the substantial economic benefits to be received by such Restricted Party from the consummation of the transactions contemplated by the APA and the compensation payable under such Restricted Party's Consulting Agreement. Such Restricted Party acknowledges that the consideration received is fair and adequate consideration for the obligations and restrictions imposed by this Agreement.
Section 9 — Independent Covenants; No Defense
9.1 Independent Covenants. The covenants and obligations of each Restricted Party set forth in this Agreement are independent of, and shall not be affected by, any other agreement, covenant, or obligation between the Parties, including, without limitation, the APA and the Consulting Agreements. The existence of any claim or cause of action by a Restricted Party against Buyer (whether arising under the APA, the Consulting Agreements, or otherwise) shall not constitute a defense to, and shall not excuse, delay, or otherwise justify noncompliance with, Buyer's enforcement of any provision of this Agreement. Each Restricted Party acknowledges that Buyer's right to enforce this Agreement is absolute and unconditional and is not subject to any setoff, counterclaim, recoupment, or defense.
9.2 Individual Obligations. The obligations of each Restricted Party under this Agreement are several and independent. A breach of this Agreement by one Restricted Party shall not excuse, diminish, or otherwise affect the obligations of the other Restricted Party hereunder. Each Restricted Party shall be responsible for such Restricted Party's own compliance with this Agreement regardless of whether the other Restricted Party is in compliance or in breach.
Section 10 — Assignment
10.1 Binding Effect. This Agreement shall be binding upon each Restricted Party and such Restricted Party's heirs, executors, administrators, personal representatives, guardians, and legal representatives, and shall inure to the benefit of Buyer and its successors and permitted assigns.
10.2 Assignment by Buyer. Buyer may freely assign, transfer, or delegate any or all of its rights, benefits, and obligations under this Agreement to (a) any affiliate of Buyer, (b) any successor to all or substantially all of the Business or the assets of Buyer (whether by merger, consolidation, reorganization, sale of assets, or otherwise), or (c) any assignee of all or substantially all of the acquired assets under the APA, in each case without the prior consent of either Restricted Party and without any additional consideration or other action by the Restricted Parties. Upon any such assignment, the assignee shall have and may exercise all of the rights and remedies of Buyer hereunder as if such assignee were a party to this Agreement.
10.3 No Assignment by Restricted Parties. No Restricted Party may assign, transfer, or delegate this Agreement or any of such Restricted Party's rights or obligations hereunder to any Person, without the prior written consent of Buyer. Any purported assignment, transfer, or delegation by a Restricted Party in violation of this Section 10.3 shall be null, void, and of no force or effect.
Section 11 — Notices
11.1 Manner of Notice. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given and effective upon the earliest of: (a) personal delivery to the intended recipient; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), with proof of delivery or tracking confirmation, prepaid for next-business-day delivery; or (c) three (3) business days after mailing by United States certified mail, return receipt requested, postage prepaid. All such notices shall be addressed as follows:
If to Buyer:
Crestline Packaging Solutions LLC 8400 Scioto Darby Road, Suite 300 Columbus, Ohio 43228
Attention: Marcus Waverly, Chief Executive Officer
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue, 31st Floor New York, New York 10017
Attention: James Prentice
If to Alcott:
Dr. Raymond Alcott 14 Tobey Trail Pittsford, New York 14534
with a copy (which shall not constitute notice) to:
Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, New York 10017
Attention: Catherine Greer
If to Petrosian:
Dr. Nadia Petrosian 2801 Elmwood Avenue Brighton, New York 14618
with a copy (which shall not constitute notice) to:
Whitfield, Ames & Greer LLP 780 Third Avenue, 22nd Floor New York, New York 10017
Attention: Catherine Greer
11.2 Change of Address. Any Party may change the address to which notices are to be sent by providing written notice of such change to each other Party in accordance with this Section 11, which change shall be effective upon receipt of such notice.
Section 12 — Governing Law; Jurisdiction; Waiver of Jury Trial
12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflicts of law provisions or rules (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Party acknowledges that the State of New York has a substantial relationship to the Parties and the transactions contemplated by this Agreement.
12.2 Exclusive Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the courts of the State of New York sitting in Monroe County, New York, and (b) if original subject-matter jurisdiction lies exclusively in the federal courts, the United States District Court for the Western District of New York, in each case for the purpose of any action, suit, proceeding, or counterclaim arising out of, related to, or in connection with this Agreement or the transactions contemplated hereby or the enforceability, interpretation, or validity of any provision hereof. Each Party irrevocably waives, and agrees not to assert, any objection to the laying of venue in any such court, and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivering a copy thereof in accordance with the notice provisions set forth in Section 11 hereof, and each Party agrees that such service shall constitute good and sufficient service of process.
12.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY BREACH HEREOF, OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SUCH CLAIM SOUNDS IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIES TO ENTER INTO THIS AGREEMENT, THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THIS WAIVER, AND THAT EACH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
Section 13 — General Provisions
13.1 Entire Agreement. This Agreement, together with the APA, the Consulting Agreements, and any exhibits, schedules, and annexes hereto and thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, agreements, understandings, and commitments of the Parties, whether written or oral, with respect to the subject matter hereof. No Party has relied on any representation, warranty, promise, or inducement not expressly set forth in this Agreement, the APA, or the Consulting Agreements.
13.2 Amendments. No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by Buyer and each Restricted Party affected by such amendment, modification, supplement, restatement, or waiver. No oral modification or amendment of this Agreement shall be effective for any purpose.
13.3 Waiver. No failure or delay by Buyer in exercising any right, power, privilege, or remedy under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any right, power, privilege, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. The rights and remedies of Buyer under this Agreement are cumulative and are not exclusive of any other rights or remedies that Buyer may have at law, in equity, or otherwise.
13.4 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties shall use commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such invalid, illegal, void, or unenforceable provision. Without limiting the foregoing, the judicial modification provisions set forth in Section 7 of this Agreement shall apply to any determination of invalidity or unenforceability of the restrictive covenants contained herein.
13.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including DocuSign, Ashford Health IT, or similar electronic signature platforms) shall be effective as delivery of an original executed counterpart hereof. The words "execution," "signed," "signature," and words of similar import in this Agreement shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, and enforceability as a manually executed signature.
13.6 Construction. The Parties acknowledge that this Agreement has been jointly drafted and negotiated by the Parties and their respective counsel and, accordingly, no presumption or rule of construction shall apply against any Party as the drafter of this Agreement or any particular provision hereof. The headings and captions contained in this Agreement are for convenience of reference only and shall not be considered in construing or interpreting any provision of this Agreement. As used in this Agreement: (a) the word "including" (and any variation thereof) means "including, without limitation"; (b) references to the singular include the plural and vice versa; (c) references to any gender include all genders; (d) references to "herein," "hereof," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular section or provision; and (e) references to any statute, law, or regulation include all rules and regulations promulgated thereunder and all amendments, successors, and replacements thereof.
13.7 Relationship to APA and Consulting Agreements. In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the APA with respect to the scope, duration, geographic extent, or enforceability of the restrictive covenants applicable to the Restricted Parties, the terms and provisions of this Agreement shall govern and control. For the avoidance of doubt, the termination or expiration of a Consulting Agreement (whether for cause, without cause, by mutual agreement, or otherwise) shall not relieve, reduce, excuse, or otherwise affect the obligations of the applicable Restricted Party under this Agreement, all of which obligations shall survive and remain in full force and effect in accordance with their terms irrespective of the status or termination of any Consulting Agreement. Each Restricted Party acknowledges that the obligations under this Agreement are supported by independent and sufficient consideration separate and apart from any consideration provided under the Consulting Agreements.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first set forth above.
BUYER:
CRESTLINE PACKAGING SOLUTIONS LLC
By: ________
Name: Marcus Waverly
Title: Chief Executive Officer
Date: ________
RESTRICTED PARTIES:
________________________________________
Dr. Raymond Alcott, individually
Date: ________
________________________________________
Dr. Nadia Petrosian, individually
Date: ________
EXHIBIT A
CLINIC LOCATIONS AND RESTRICTED TERRITORY MAP
The following table sets forth each of the eleven (11) Clinic Locations operated by the Company as of the Effective Date, together with the full street address, city, state, and ZIP code for each such location:
Note: The addresses set forth in this Exhibit A for each Clinic Location are consistent with the addresses set forth in Schedule 4.11 (Leased Real Property) and Schedule 4.12 (Owned Real Property) of the APA Disclosure Schedules. In the event of any discrepancy between the addresses listed in this Exhibit A and the addresses listed in the APA Disclosure Schedules, the addresses in the APA Disclosure Schedules shall control for purposes of determining the Restricted Territory.
Restricted Territory Definition
The Restricted Territory is defined as all geographic points located within a seventy-five (75) mile radius of each Clinic Location listed above. The radius shall be measured as a straight-line distance (i.e., "as the crow flies") from the street address of each Clinic Location to the relevant point. The aggregate Restricted Territory encompasses all areas within the overlapping seventy-five (75) mile radii surrounding all eleven (11) Clinic Locations and covers substantial portions of the States of New York and Pennsylvania, including, without limitation, the metropolitan areas of Rochester, Syracuse, Albany, Utica, Binghamtonhamton, Ithaca, Scranton, and Wilkes-Barre, as well as the rural and suburban areas surrounding each such metropolitan center.
Restricted Territory Map
[Attached hereto as the following page is an illustrative map depicting each Clinic Location identified by a numbered marker corresponding to the table above, with a seventy-five (75) mile radius circle overlaid around each Clinic Location. The shaded aggregate area represents the total Restricted Territory coverage area across the States of New York and Pennsylvania.]
IMPORTANT NOTE: The map attached hereto is provided for illustrative and reference purposes only. The map is not drawn to exact scale, and the boundaries depicted thereon are approximate. The controlling definition of the Restricted Territory for all purposes under this Agreement is the seventy-five (75) mile radius measured from the street address of each Clinic Location as set forth in the table above. In the event of any discrepancy between the map and the textual definition of the Restricted Territory set forth in Section 1 of this Agreement, the textual definition shall control.
[MAP PLACEHOLDER — TO BE INSERTED PRIOR TO EXECUTION]
No. | Clinic Name | Street Address | City | State | ZIP Code
1 | Rochester Main | 450 East Ridge Road | Rochester | NY | 14621
2 | Brighton | 1920 South Clinton Avenue | Brighton | NY | 14618
3 | Henrietta | 333 Calkins Road | Henrietta | NY | 14467
4 | Syracuse | 750 East Adams Street, Suite 200 | Syracuse | NY | 13210
5 | Utica | 1676 Sunset Avenue | Utica | NY | 13502
6 | Binghamtonhamton | 4401 Vestal Parkway East | Binghamtonhamton | NY | 13903
7 | Ithaca | 2315 North Triphammer Road | Ithaca | NY | 14850
8 | Albany | 1365 Washington Avenue, Suite 400 | Albany | NY | 12206
9 | Scranton | 418 Spruce Street, Suite 100 | Scranton | PA | 18503
10 | Wilkes-Barre | 100 North Pennsylvania Boulevard | Wilkes-Barre | PA | 18701
11 | Towanda | 1 Hospital Drive | Towanda | PA | 18848

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

CRESTLINE PACKAGING SOLUTIONS LLC

RESTRICTED PARTIES:

EXHIBIT A

CLINIC LOCATIONS AND RESTRICTED TERRITORY MAP

Record

Parties

Dates

Amounts