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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

April 18, 2025

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of April 18, 2025 (the "Effective Date"), by and among:

(a) Dr. Catherine Ryland, an individual resident of the State of Tennessee ("Dr. Ryland");

(b) Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings" and, together with Dr. Ryland, the "Restricted Parties" and each a "Restricted Party");

in favor of:

(d) MedVance Health Systems, Inc., a Delaware corporation (the "Company" and, together with the Purchaser and the Purchaser's affiliates, the "Protected Parties" and each a "Protected Party").

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

RECITALS

WHEREAS, the Purchaser, the Company, the sellers named therein (the "Sellers"), and the seller representative (the "Seller Representative") have entered into that certain Stock Purchase Agreement dated as of February 10, 2025 (the "Purchase Agreement"), pursuant to which, among other things, the Purchaser has agreed to acquire all of the outstanding equity interests of the Company for a total purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"), subject to the terms and conditions set forth therein;

WHEREAS, Dr. Catherine Ryland founded the Company in 2009 and has served continuously as the Chair of the Company's Board of Directors since its inception. Through her service as Board Chair and her involvement in the day-to-day strategic oversight of the Company's operations, Dr. Ryland possesses extensive and detailed knowledge of the Company's operations, patient relationships, physician referral sources and referral networks, proprietary business methods, clinical protocols, payor contracting strategies, expansion plans, and strategic plans, all of which are of substantial value to the Company and the Protected Parties;

WHEREAS, Ryland Family Holdings LLC holds approximately nineteen and one-half percent (19.5%) of the outstanding equity of the Company and, in connection with the transactions contemplated by the Purchase Agreement, Ryland Holdings is receiving estimated proceeds of approximately One Hundred Eleven Million Three Hundred Twenty-Five Thousand Two Hundred Dollars ($111,325,200) at the Closing (subject to adjustment as set forth in the Purchase Agreement), together with any rollover equity retained by Ryland Holdings in the surviving entity or any parent entity thereof pursuant to the terms of the Purchase Agreement;

WHEREAS, the Purchase Agreement requires, as a condition precedent to the Purchaser's obligation to consummate the transactions contemplated thereby at the Closing, that each of Dr. Ryland and Ryland Holdings execute and deliver this Agreement, and the covenants and undertakings contained herein constitute a material and essential inducement to the Purchaser's willingness to consummate the acquisition and to pay the Purchase Price;

WHEREAS, the Restricted Parties acknowledge and agree that the restrictions set forth herein are reasonable and necessary to protect the goodwill, Confidential Information, patient relationships, referral source relationships, payor relationships, and other business relationships that are being acquired by the Purchaser as part of the transactions contemplated by the Purchase Agreement, and are supported by adequate, valuable, and independently sufficient consideration, including, without limitation, the pro rata share of the Purchase Price received by Ryland Holdings and any rollover equity retained by Ryland Holdings;

WHEREAS, the Restricted Parties further acknowledge and agree that they have had a full and fair opportunity to review this Agreement, have been represented throughout the negotiation of this Agreement by independent legal counsel, and have freely and voluntarily agreed to execute and deliver this Agreement; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by reference and made a part of this Agreement), the mutual covenants and agreements set forth herein, the consideration to be received by the Restricted Parties under the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows:

SECTION 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Competing Business" means any business, enterprise, venture, or activity (whether conducted directly or indirectly, whether conducted through an affiliate, a subsidiary, a joint venture, a partnership, a limited liability company, a corporation, or through any other person or entity, and whether conducted as a sole proprietorship or otherwise) that provides, manages, arranges for the provision of, or facilitates the provision of healthcare services of the type conducted by the Company or any of its subsidiaries as of the Closing Date or at any time during the twelve (12) months preceding the Closing Date. Without limiting the generality of the foregoing, "Competing Business" includes, but is not limited to, any business, enterprise, venture, or activity that engages in or provides any of the following: (a) physician practice management services; (b) outpatient clinical services; (c) urgent care services; (d) ambulatory surgical services, including the ownership, operation, or management of ambulatory surgery centers; (e) post-acute care services, including skilled nursing, rehabilitation, and home health services; (f) ancillary healthcare services, including diagnostic imaging, laboratory services, infusion therapy, and physical therapy; and (g) any other Healthcare Services. Notwithstanding the foregoing, "Competing Business" shall expressly exclude any Permitted Activities (as defined in Section 1.7).

1.2 "Confidential Information" has the meaning set forth in Section 5.1.

1.3 "Healthcare Services" means any and all clinical, administrative, managed-care, or healthcare-related services of the type provided, arranged, managed, or facilitated by the Company or any of its subsidiaries at any time during the twelve (12) months preceding the Closing Date, including, without limitation, physician practice management, outpatient clinical services, urgent care, ambulatory surgical services, post-acute care, ancillary healthcare services, population health management, value-based care arrangements, care coordination services, telehealth services, and any other services for which the Company or its subsidiaries received revenue or contracted with third-party payors during such period.

1.4 "Permitted Activities" means, notwithstanding anything to the contrary in this Agreement, any of the following activities, which shall not constitute a violation of Section 2:

(a) the ownership, directly or indirectly, of up to two percent (2%) of the outstanding shares of any class of securities that are listed on a national securities exchange or traded in the over-the-counter market, provided that such ownership does not involve Dr. Ryland's or Ryland Holdings' participation in the management, operations, or strategic direction of the issuer of such securities;

(b) passive investments by either Restricted Party in a diversified investment fund, mutual fund, exchange-traded fund, or similar pooled investment vehicle that may hold equity or debt interests in one or more entities engaged in healthcare services, so long as (i) neither Dr. Ryland nor Ryland Holdings participates in the management, operations, or investment decision-making of such fund with respect to any portfolio company that constitutes a Competing Business, and (ii) such fund is not formed for the primary purpose of investing in a single Competing Business within the Restricted Territory;

(c) service by Dr. Ryland on the board of directors, board of trustees, advisory board, or similar governing body of a nonprofit or tax-exempt organization or an academic institution (including, without limitation, a college, university, or medical school), provided that such organization or institution does not directly or indirectly engage in a Competing Business within the Restricted Territory; and

(d) the personal medical practice of Dr. Ryland, limited to the direct provision of patient care in a solo or small-group clinical setting comprised of no more than three (3) practitioners (including Dr. Ryland), provided that such practice (i) does not involve the provision of any of the specific service lines operated, managed, or facilitated by the Company or its subsidiaries as of the Closing Date, (ii) does not utilize, reference, or rely upon any Confidential Information, and (iii) does not involve the solicitation of any Restricted Referral Source or Restricted Payor.

1.5 "Restricted Employee" means any individual who, as of the Closing Date or at any time during the twelve (12) months immediately preceding the Closing Date, (a) is or was employed by the Company or any of its subsidiaries in any capacity, whether on a full-time, part-time, or temporary basis, or (b) is or was engaged by the Company or any of its subsidiaries as an independent contractor, consultant, or in any other non-employee capacity, in each case, regardless of whether such individual's employment or engagement was terminated voluntarily or involuntarily prior to the Closing Date.

1.6 "Restricted Payor" means any third-party payor, managed care organization, health maintenance organization, preferred provider organization, accountable care organization, self-funded employer health plan, government payor (including Medicare and Medicaid), or other health insurance or reimbursement entity with which the Company or any of its subsidiaries maintained a contractual or reimbursement relationship at any time during the twelve (12) months immediately preceding the Closing Date. Without limiting the generality of the foregoing, "Restricted Payor" includes, but is not limited to, BlueLine Health Plan of Tennessee, SouthPoint Insurance Co., and each other payor listed on Schedule 1.6 attached hereto (if any).

1.7 "Restricted Period" means the period of three (3) years commencing on the Closing Date and expiring at 11:59 p.m., Eastern Time, on April 18, 2028; provided, however, that the Restricted Period shall be extended as set forth in Section 7.3 in the event of any violation of the covenants set forth in this Agreement.

1.8 "Restricted Referral Source" means any physician, physician group or practice, hospital, health system, skilled nursing facility, rehabilitation facility, home health agency, or other healthcare provider or referral source that referred patients to, or otherwise directed patient volume toward, the Company or any of its subsidiaries at any time during the twenty-four (24) months immediately preceding the Closing Date, including, without limitation, those referral sources identified on any internal referral tracking reports maintained by the Company.

1.9 "Restricted Territory" means each of the following states, as defined by the respective geographic boundaries of each such state: (a) the State of Tennessee; (b) the State of Alabama; (c) the State of Georgia; and (d) the State of Kentucky. For the avoidance of doubt, the Restricted Territory includes every county, municipality, and other political subdivision located within the geographic boundaries of each such state.

SECTION 2 — NON-COMPETITION COVENANT

2.1 Non-Competition. During the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, whether alone or in conjunction with any other person or entity, and whether for the account of either Restricted Party or for the account of any other person or entity:

(a) own, manage, operate, or control any Competing Business within the Restricted Territory;

(b) be employed by, consult for, advise, or render services to any Competing Business within the Restricted Territory;

(c) participate in, or be connected or associated with (whether as a partner, member, stockholder, equity holder, officer, director, manager, employee, agent, consultant, advisor, representative, licensor, licensee, franchisor, franchisee, or in any other capacity whatsoever) any Competing Business within the Restricted Territory;

(d) lend money, guarantee obligations, make available credit or other financial accommodation, or otherwise finance or provide capital to any Competing Business within the Restricted Territory;

(e) lend or allow the use of the name, likeness, or reputation of either Restricted Party to any Competing Business within the Restricted Territory; or

(f) assist, encourage, facilitate, or induce any other person or entity to engage in any of the activities described in clauses (a) through (e) above.

2.2 Binding on Affiliates, Successors, and Assignees. The covenants set forth in this Section 2 shall be binding upon each Restricted Party and shall extend to any affiliate, successor, assign, or transferee of either Restricted Party, and each Restricted Party shall cause its respective affiliates, successors, assigns, and transferees to comply with the terms of this Section 2 as though such persons were original signatories hereto. For purposes of this Section 2.2, "affiliate" of a Restricted Party means any person or entity that directly or indirectly controls, is controlled by, or is under common control with such Restricted Party.

2.3 Acknowledgment of Consideration. Each Restricted Party hereby acknowledges and agrees that the consideration received by or on behalf of the Restricted Parties in connection with the transactions contemplated by the Purchase Agreement, including, without limitation, (a) the estimated cash proceeds of approximately One Hundred Eleven Million Three Hundred Twenty-Five Thousand Two Hundred Dollars ($111,325,200) payable to Ryland Holdings at the Closing (subject to adjustment pursuant to the Purchase Agreement), and (b) any rollover equity retained by Ryland Holdings in the surviving entity or any parent thereof, constitutes fair, adequate, and independently sufficient consideration for the covenants and restrictions set forth in this Agreement. The Restricted Parties further acknowledge that the goodwill associated with the Company and its subsidiaries constitutes a substantial portion of the Purchase Price and that the restrictions herein are essential to preserve and protect such goodwill for the benefit of the Protected Parties.

2.4 Permitted Activities. Notwithstanding anything to the contrary in this Section 2, the restrictions set forth in this Section 2 shall not apply to or prohibit any Permitted Activities, as defined in Section 1.4 and subject to the conditions and limitations set forth therein.

SECTION 3 — NON-SOLICITATION OF EMPLOYEES AND CONTRACTORS

3.1 Non-Solicitation. During the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, whether alone or in conjunction with any other person or entity, and whether for the account of either Restricted Party or for the account of any other person or entity:

(a) recruit, solicit, hire, engage, or retain, or attempt to recruit, solicit, hire, engage, or retain, any Restricted Employee to perform services for either Restricted Party or for any other person or entity;

(b) induce, encourage, or attempt to induce or encourage any Restricted Employee to terminate, abandon, or materially modify his or her employment or engagement with the Company, any of its subsidiaries, or any other Protected Party; or

(c) otherwise interfere with or disrupt the relationship between the Company, any of its subsidiaries, or any other Protected Party, on the one hand, and any Restricted Employee, on the other hand.

3.2 Carve-Outs. Notwithstanding the foregoing, the restrictions set forth in Section 3.1 shall not prohibit or restrict:

(a) general solicitations of employment, including, without limitation, public advertisements, postings on internet job boards, career websites, or social media platforms, participation in job fairs or recruiting events, and engagement of search firms or recruiting agencies, in each case, that are not specifically targeted at or directed toward any Restricted Employee or group of Restricted Employees; provided, however, that if a Restricted Employee responds to any such general solicitation, the hiring or engagement of such Restricted Employee shall not be deemed a violation of this Section 3 only if the Restricted Party did not, directly or indirectly, encourage such Restricted Employee to respond to the solicitation; or

(b) responses by a Restricted Party to an unsolicited inquiry or application for employment or engagement initiated by a Restricted Employee, provided that the Restricted Party did not, directly or indirectly, encourage, induce, or solicit such inquiry or application.

3.3 Scope of Obligation. For the avoidance of doubt, the non-solicitation obligations set forth in this Section 3 apply regardless of whether the Restricted Employee is employed by or engaged with the Company or any Protected Party at the time of the prohibited conduct, so long as such individual qualifies as a Restricted Employee as defined in Section 1.5.

SECTION 4 — NON-SOLICITATION OF BUSINESS RELATIONSHIPS

4.1 Non-Solicitation of Referral Sources and Payors. During the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, whether alone or in conjunction with any other person or entity, and whether for the account of either Restricted Party or for the account of any other person or entity:

(a) solicit, divert, redirect, or take away, or attempt to solicit, divert, redirect, or take away, any Restricted Referral Source or Restricted Payor from the Company or any other Protected Party;

(b) induce, encourage, or attempt to induce or encourage any Restricted Referral Source to reduce, diminish, modify, or terminate the volume of patient referrals made to the Company, any of its subsidiaries, or any other Protected Party, or to redirect such referrals to any Competing Business;

(c) induce, encourage, or attempt to induce or encourage any Restricted Payor to reduce, modify, renegotiate, terminate, or fail to renew any contract, agreement, or reimbursement arrangement with the Company, any of its subsidiaries, or any other Protected Party; or

(d) otherwise interfere with, disrupt, or damage the business relationships between the Company, any of its subsidiaries, or any other Protected Party, on the one hand, and any Restricted Referral Source or Restricted Payor, on the other hand.

4.2 Scope of Prohibition. The prohibitions set forth in this Section 4 extend to, and encompass, interference with existing written or oral contracts, patient referral arrangements, managed-care agreements, preferred provider arrangements, participation agreements, capitation agreements, value-based care contracts, and any other business relationship or arrangement between any Protected Party and any Restricted Referral Source or Restricted Payor.

SECTION 5 — CONFIDENTIAL INFORMATION

5.1 Definition. As used in this Agreement, "Confidential Information" means any and all information, data, knowledge, materials, and documents (whether in oral, written, electronic, graphic, or any other form) relating to the business, operations, assets, liabilities, financial condition, strategies, prospects, or affairs of the Company or any of its subsidiaries, that is proprietary, confidential, or not generally available to the public, including, without limitation, each of the following:

(a) trade secrets and proprietary know-how, including proprietary clinical protocols, treatment methodologies, care management processes, and operational workflows;

(b) patient data, patient lists, patient medical records, and patient demographic information, in each case subject to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and all regulations promulgated thereunder;

(c) financial information, including revenue data, cost structures, profitability analyses, budgets, forecasts, financial projections, and pricing models;

(d) payor contract terms, reimbursement rates, fee schedules, capitation rates, and the terms and conditions of all managed-care, insurance, and government payor agreements;

(e) referral source data, including the identity, volume, and patterns of referring physicians, physician groups, hospitals, health systems, and other referral sources;

(f) strategic plans, business development plans, expansion plans, acquisition targets, market analyses, and competitive intelligence;

(g) personnel records, compensation data, employment agreements, independent contractor agreements, and the terms and conditions thereof;

(h) marketing strategies, branding materials, patient engagement methodologies, and community outreach programs;

(i) vendor and supplier relationships, terms, and pricing;

(j) software systems, information technology infrastructure, proprietary databases, analytics platforms, and technology-related intellectual property; and

(k) any other information designated as "confidential," "proprietary," or subject to similar restrictions under the Purchase Agreement or any ancillary agreement thereto.

5.2 Non-Use and Non-Disclosure. Each Restricted Party agrees that, at all times during and after the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, (a) use any Confidential Information for any purpose other than the performance of obligations expressly authorized under this Agreement or the Purchase Agreement, or (b) disclose, reveal, furnish, publish, disseminate, or make accessible any Confidential Information to any person or entity, except as expressly permitted by this Section 5.

5.3 Exceptions to Non-Disclosure. The obligations set forth in Section 5.2 shall not apply to the extent that disclosure of Confidential Information is:

(a) required by applicable law, regulation, or the order, rule, or regulation of any governmental authority, regulatory body, or self-regulatory organization, or by valid legal process (including a subpoena, civil investigative demand, or similar process); provided, however, that prior to making any such disclosure, the Restricted Party shall (i) provide the Protected Parties with prompt written notice of such requirement or process (to the extent not prohibited by law) so as to afford the Protected Parties a reasonable opportunity to seek a protective order, confidential treatment, or other appropriate remedy, (ii) cooperate with the Protected Parties, at the Protected Parties' expense, in seeking such protective order or other remedy, and (iii) disclose only such Confidential Information as is legally required to be disclosed; or

(b) made with the prior written consent of the Purchaser or its designated representative.

5.4 Exclusions from Confidential Information. Notwithstanding the foregoing, "Confidential Information" shall not include any information that:

(a) is or becomes generally available to the public other than as a result of, directly or indirectly, any disclosure by a Restricted Party or any representative of a Restricted Party in violation of this Agreement;

(b) was available to the Restricted Party on a non-confidential basis prior to its disclosure by the Company or any Protected Party, provided that the source of such information was not known by the Restricted Party to be bound by a confidentiality obligation or other legal or contractual restriction prohibiting such disclosure; or

(c) was or is independently developed by the Restricted Party without the use of, reference to, or reliance upon any Confidential Information.

5.5 Return or Destruction. Upon the written request of any Protected Party at any time (whether during or after the Restricted Period), each Restricted Party shall promptly (and in any event within fifteen (15) business days of such request): (a) return to the requesting Protected Party all originals and copies of any Confidential Information in the Restricted Party's possession or control, in whatever form or medium (including electronic files, documents, records, notes, analyses, compilations, and extracts); or (b) destroy all such Confidential Information and all copies thereof, and certify such destruction in writing to the requesting Protected Party, signed by Dr. Ryland (individually and on behalf of Ryland Holdings), such certification to include a representation that no copies, extracts, or summaries of the Confidential Information have been retained in any form. Notwithstanding the foregoing, a Restricted Party may retain copies of Confidential Information to the extent required by applicable law, regulation, or bona fide document retention policies, provided that such retained copies remain subject to the confidentiality obligations of this Section 5.

SECTION 6 — NON-DISPARAGEMENT

6.1 Non-Disparagement by Restricted Parties. During and after the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, make, publish, or communicate any statement, remark, or communication, whether oral, written, electronic, or otherwise, that disparages, defames, denigrates, or casts in an unfavorable light any Protected Party, or any of the Protected Parties' respective officers, directors, managers, members, partners, employees, agents, affiliates, products, services, business practices, or reputation, to any third party, including, without limitation, to any current or prospective patient, referral source, payor, vendor, employee, regulator, or member of the media.

6.2 Non-Disparagement by Protected Parties. During and after the Restricted Period, the Protected Parties shall instruct their respective officers and directors not to, directly or indirectly, make, publish, or communicate any statement, remark, or communication, whether oral, written, electronic, or otherwise, that disparages, defames, denigrates, or casts in an unfavorable light Dr. Ryland or Ryland Holdings, or any of Dr. Ryland's or Ryland Holdings' reputation, character, or professional standing, to any third party.

6.3 Carve-Outs. Notwithstanding the foregoing, nothing in this Section 6 shall restrict or prohibit:

(a) truthful testimony or statements compelled by valid legal process, including depositions, court proceedings, arbitrations, mediations, regulatory proceedings, or government investigations;

(b) communications made in confidence by any Party to such Party's legal counsel, tax advisors, financial advisors, or accountants, in each case subject to applicable privileges, duties of confidentiality, or professional obligations of nondisclosure; or

(c) good-faith internal business communications made by officers, directors, or employees of a Protected Party in the ordinary course of business and reasonably necessary for the management and operations of the business, provided that such communications are not made with the intent to disparage a Restricted Party to the public.

SECTION 7 — ENFORCEMENT AND REMEDIES

7.1 Irreparable Harm. Each Restricted Party hereby acknowledges and agrees that (a) the covenants and restrictions contained in this Agreement are essential to protect the legitimate business interests, goodwill, and Confidential Information of the Protected Parties, (b) any breach or threatened breach of this Agreement by either Restricted Party would cause immediate and irreparable harm to the Protected Parties for which monetary damages alone would be inadequate and insufficient, and (c) the Protected Parties would be irreparably injured in the event of any such breach or threatened breach and would have no adequate remedy at law.

7.2 Injunctive Relief and Specific Performance. In the event of any breach or threatened breach of this Agreement by either Restricted Party, the Protected Parties shall be entitled to seek and obtain, from any court of competent jurisdiction, temporary restraining orders, preliminary injunctive relief, permanent injunctive relief, orders of specific performance, and any other equitable remedies as may be necessary or appropriate to restrain, prevent, or remedy such breach or threatened breach, without the necessity of (a) proving actual damages, (b) posting any bond, surety, or other security (to the extent permitted by applicable law), or (c) demonstrating that monetary damages would be an inadequate remedy. The Restricted Parties hereby waive, to the fullest extent permitted by applicable law, any requirement that the Protected Parties post a bond or other security as a condition to the issuance of any injunctive or equitable relief.

7.3 Equitable Tolling. In the event that either Restricted Party violates any of the covenants set forth in Sections 2, 3, or 4 of this Agreement, the Restricted Period shall automatically be extended, without the need for any action by any Protected Party, by a period of time equal to the duration of such violation, commencing on the date such violation first occurred and continuing through and including the date on which such violation permanently ceases.

7.4 Attorneys' Fees and Costs. In any action, proceeding, or dispute arising out of or relating to the enforcement, interpretation, or breach of this Agreement, the prevailing party (as determined by the court of competent jurisdiction) shall be entitled to recover from the non-prevailing party the prevailing party's reasonable attorneys' fees, costs, and expenses (including expert witness fees and disbursements) incurred in connection with such action, proceeding, or dispute, regardless of whether formal litigation is initiated or prosecuted to final judgment. For the avoidance of doubt, the right to recover attorneys' fees and costs under this Section 7.4 applies to enforcement efforts conducted through cease-and-desist letters, pre-litigation demand proceedings, mediation, arbitration, litigation, and appeals.

7.5 Cumulative Remedies; Relationship to Purchase Agreement. The rights and remedies of the Protected Parties under this Section 7 are cumulative and are in addition to, and not in lieu of, any other rights and remedies available to the Protected Parties at law, in equity, or otherwise, including, without limitation, any rights to indemnification under Article IX of the Purchase Agreement. Without limiting the generality of the foregoing, the Protected Parties shall be entitled to assert indemnification claims arising out of or relating to any breach of this Agreement against the escrow amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) held by Continental Fiduciary Trust Company under Escrow Account No. CFT-ESC-2025-00327 (the "Escrow Account"), subject to and in accordance with the terms and conditions of the Escrow Agreement and the Purchase Agreement, and such claims shall be subject to the indemnification cap of One Hundred Twenty-Four Million Dollars ($124,000,000) as set forth in the Purchase Agreement. No election of any remedy by a Protected Party shall be deemed a waiver of any other remedy or right.

SECTION 8 — REASONABLENESS; SEVERABILITY; BLUE-PENCIL

8.1 Acknowledgment of Reasonableness. Each Restricted Party hereby acknowledges and agrees that (a) the scope of the activities restricted under this Agreement, (b) the duration of the Restricted Period (three (3) years), and (c) the geographic extent of the Restricted Territory (the States of Tennessee, Alabama, Georgia, and Kentucky) are each fair, reasonable, and no broader than necessary to protect the legitimate business interests of the Protected Parties, including, without limitation, the goodwill, Confidential Information, patient relationships, referral source relationships, payor relationships, and other business relationships acquired and to be preserved by the Protected Parties in connection with the transactions contemplated by the Purchase Agreement, for which the Purchaser is paying the Purchase Price of Six Hundred Twenty Million Dollars ($620,000,000). Each Restricted Party further acknowledges that the Company conducts substantial business operations in each of the states comprising the Restricted Territory and that the restrictions herein are carefully tailored to the geographic scope of such operations.

8.2 Judicial Modification (Blue-Pencil). If, at any time, any court of competent jurisdiction determines that any provision of this Agreement (including, without limitation, the scope of the restricted activities, the duration of the Restricted Period, or the geographic extent of the Restricted Territory) is overbroad, unreasonable, or otherwise unenforceable as written, then such court is hereby authorized and respectfully requested to reform, modify, and construe such provision (commonly referred to as "blue-penciling") to the maximum extent that such court deems reasonable and enforceable, rather than invalidating such provision in its entirety. It is the express intent and agreement of the Parties that the covenants contained herein be enforceable to the fullest extent permitted by applicable law.

8.3 Severability. Each of the covenants and provisions contained in this Agreement is independent, severable, and distinct. The invalidity, illegality, or unenforceability of any one covenant or provision shall not affect the validity, legality, or enforceability of any other covenant or provision of this Agreement. In the event that any court of competent jurisdiction determines that any covenant or provision of this Agreement is invalid, illegal, or unenforceable, the remaining covenants and provisions shall continue in full force and effect and shall be construed as if such invalid, illegal, or unenforceable covenant or provision had not been included herein.

SECTION 9 — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTIES

Each Restricted Party hereby represents and warrants to each Protected Party as follows:

9.1 Capacity and Authority. Dr. Ryland has full legal capacity and authority to execute, deliver, and perform this Agreement. Ryland Holdings is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Tennessee. The execution, delivery, and performance of this Agreement by Ryland Holdings has been duly and validly authorized by all necessary action on the part of its members and/or managers, and no additional consent, approval, or other action is required for the valid and binding execution and delivery of this Agreement by Ryland Holdings.

9.2 No Conflict. The execution, delivery, and performance of this Agreement by each Restricted Party does not and will not (a) conflict with, violate, or result in a breach of any provision of the operating agreement or other organizational documents of Ryland Holdings, (b) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, any contract, agreement, instrument, order, judgment, decree, or other obligation to which either Restricted Party is a party or by which either Restricted Party or any of their respective assets or properties is bound, or (c) violate any applicable law, rule, regulation, or order of any governmental authority applicable to either Restricted Party.

9.3 Independent Legal Counsel. Each Restricted Party has been represented by independent legal counsel, namely Whitaker, Poole & Simms LLP (Attention: Rebecca Whitaker), in connection with the negotiation, review, and execution of this Agreement. Each Restricted Party has had adequate and reasonable opportunity to review and negotiate the terms and provisions of this Agreement with the assistance of such independent legal counsel and has freely and voluntarily agreed to be bound by the terms hereof. No Restricted Party is relying on any representation, warranty, or assurance made by any Protected Party or any representative of any Protected Party regarding the enforceability of this Agreement.

9.4 Ability to Earn a Livelihood. Each Restricted Party acknowledges and agrees that the restrictions contained in this Agreement will not prevent Dr. Ryland from earning a livelihood or engaging in gainful employment. Dr. Ryland has skills, training, education, and professional experience that enable her to pursue a range career opportunities and professional endeavors beyond the scope of the covenants set forth herein, including, without limitation, the Permitted Activities described in Section 1.4.

SECTION 10 — TERM AND SURVIVAL

10.1 Term. This Agreement shall become effective as of the Closing Date and shall remain in full force and effect for the duration of the Restricted Period, subject to the extension provisions set forth in Section 7.3 and the survival provisions set forth in Section 10.2.

10.2 Survival. Notwithstanding the expiration of the Restricted Period or the termination of any other provision of this Agreement, each of the following provisions shall survive indefinitely and shall remain in full force and effect in perpetuity: (a) Section 5 (Confidential Information); (b) Section 6 (Non-Disparagement); (c) Section 7 (Enforcement and Remedies), to the extent relating to any breach or claimed breach occurring during the Restricted Period or to the enforcement of the surviving provisions; (d) Section 8 (Reasonableness; Severability; Blue-Pencil); (e) Section 9 (Representations and Warranties); and (f) Section 11 (Governing Law; Jurisdiction; Waiver of Jury Trial). All other provisions of this Agreement shall terminate upon the expiration of the Restricted Period, as it may be extended pursuant to Section 7.3.

SECTION 11 — GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL

11.1 Governing Law. This Agreement, and all claims, disputes, controversies, or causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, or performance hereof, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Tennessee, without giving effect to any choice-of-law or conflict-of-laws rule or provision (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Tennessee.

11.2 Exclusive Jurisdiction; Consent to Jurisdiction. Each Party hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the state courts of the State of Tennessee located in Davidson County, Tennessee, and the United States District Court for the Middle District of Tennessee, Nashville Division, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement (each, a "Proceeding"), (b) agrees that all claims in respect of any such Proceeding shall be heard and determined exclusively in any such court, (c) consents to the exercise of personal jurisdiction by any such court with respect to any such Proceeding, and (d) agrees not to commence any Proceeding other than in any such court. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any Proceeding, (i) any claim that such Party is not personally subject to the jurisdiction of the above-named courts, (ii) any claim that such Proceeding has been brought in an inconvenient forum, (iii) any claim that the venue of such Proceeding is improper, or (iv) any claim that this Agreement or the subject matter hereof may not be enforced in or by such courts.

11.3 WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 11.3.

SECTION 12 — MISCELLANEOUS

12.1 Entire Agreement. This Agreement, together with the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, understandings, agreements, and arrangements (whether oral or written) among the Parties relating to such subject matter. There are no representations, warranties, covenants, or agreements among the Parties with respect to the subject matter hereof other than those expressly set forth or referred to herein.

12.2 Amendment; Waiver. No provision of this Agreement may be amended, modified, or supplemented except by an instrument in writing signed by the Party against whom enforcement of such amendment, modification, or supplement is sought. No waiver of any provision of this Agreement, or any breach or default thereof, shall be effective unless made in writing and signed by the Party granting such waiver. No waiver of any breach or default of any provision of this Agreement shall constitute a waiver of any other breach or default, whether of the same or a different provision of this Agreement, and no such waiver shall be construed to constitute a continuing waiver unless specifically stated therein. No delay or omission by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

12.3 Assignment. The Protected Parties may, without the prior consent of any Restricted Party, assign, delegate, or transfer any or all of their rights, interests, and obligations under this Agreement to (a) any successor to, or acquirer of, all or substantially all of the business or assets of the Company, whether by merger, consolidation, sale, reorganization, or otherwise, or (b) any affiliate of the Purchaser. Any such assignment shall be binding upon, and enforceable by, the assignee. No Restricted Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Purchaser, and any purported assignment, delegation, or transfer by a Restricted Party without such consent shall be null and void and of no force or effect.

12.4 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given, made, and received when: (a) personally delivered; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), with all charges prepaid or billed to the account of the sender, addressed to the applicable Party at the address set forth below; or (c) upon confirmed receipt by electronic mail (with a PDF copy of the signed communication attached), addressed to the applicable Party at the electronic mail address set forth below (or as subsequently designated in writing by such Party):

If to Dr. Ryland or Ryland Holdings:

Dr. Catherine Ryland c/o Ryland Family Holdings LLC 1204 Hillmont Drive Nashville, Tennessee 37215

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

Rebecca Whitaker, Esq. Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, Tennessee 37201

Email: rwhitaker@wpslaw.com

If to the Purchaser:

Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, New York 10022

Attention: Graham Whitfield

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

Beatrice Holloway, Esq. Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, New York 10020

Email: bholloway@calderwoodharkness.com

If to the Company:

MedVance Health Systems, Inc. 4200 West End Avenue, Suite 1100 Nashville, Tennessee 37205

Attention: Chief Executive Officer

Any Party may change the address or electronic mail address to which notices are to be delivered by giving the other Parties written notice in the manner herein set forth.

12.5 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, electronic mail (including PDF), or other electronic transmission, and any such execution and delivery shall be of the same legal force and effect as delivery of an original executed counterpart.

12.6 Construction. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is disjunctive but not necessarily exclusive. All references to "Sections" refer to the corresponding Sections of this Agreement, unless otherwise specified. The Parties acknowledge that this Agreement has been negotiated by the Parties and their respective legal counsel, and no rule of construction to the effect that ambiguities are to be resolved against the drafting party shall apply to the interpretation of this Agreement. References to any statute, rule, or regulation shall be deemed to include all amendments thereto, and all successor statutes, rules, and regulations.

12.7 No Third-Party Beneficiaries. Except for the Protected Parties and their respective successors and permitted assigns, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, no employee, independent contractor, referral source, payor, patient, or other person or entity shall be deemed a third-party beneficiary of this Agreement.

12.8 Relationship to Purchase Agreement. This Agreement constitutes a "Transaction Document" as defined in, and for all purposes under, the Purchase Agreement. In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control and prevail, except with respect to the specific restrictive covenants set forth in Sections 2, 3, 4, 5, and 6 of this Agreement, as to which the terms and provisions of this Agreement shall control and prevail.

[Signature Page Follows]

SIGNATURE PAGE TO NON-COMPETITION AND NON-SOLICITATION AGREEMENT

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

RESTRICTED PARTIES:

DR. CATHERINE RYLAND, Individually

________________________________________

Dr. Catherine Ryland

Date: April 18, 2025

RYLAND FAMILY HOLDINGS LLC

By: ________

Name: Dr. Catherine Ryland

Title: Managing Member

Date: April 18, 2025

PROTECTED PARTIES:

ARDENT HEALTHCARE HOLDINGS INC.

By: ________

Name: Graham Whitfield

Title: President

Date: April 18, 2025

MEDVANCE HEALTH SYSTEMS, INC.

By: ________

Name: Daniel Burch

Title: Chief Executive Officer

Date: April 18, 2025

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
April 18, 2025
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement") is made and entered into as of April 18, 2025 (the "Effective Date"), by and among:
(a) Dr. Catherine Ryland, an individual resident of the State of Tennessee ("Dr. Ryland");
(b) Ryland Family Holdings LLC, a Tennessee limited liability company ("Ryland Holdings" and, together with Dr. Ryland, the "Restricted Parties" and each a "Restricted Party");
in favor of:
(c) Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"); and
(d) MedVance Health Systems, Inc., a Delaware corporation (the "Company" and, together with the Purchaser and the Purchaser's affiliates, the "Protected Parties" and each a "Protected Party").
Each of the foregoing is sometimes individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Purchaser, the Company, the sellers named therein (the "Sellers"), and the seller representative (the "Seller Representative") have entered into that certain Stock Purchase Agreement dated as of February 10, 2025 (the "Purchase Agreement"), pursuant to which, among other things, the Purchaser has agreed to acquire all of the outstanding equity interests of the Company for a total purchase price of Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"), subject to the terms and conditions set forth therein;
WHEREAS, Dr. Catherine Ryland founded the Company in 2009 and has served continuously as the Chair of the Company's Board of Directors since its inception. Through her service as Board Chair and her involvement in the day-to-day strategic oversight of the Company's operations, Dr. Ryland possesses extensive and detailed knowledge of the Company's operations, patient relationships, physician referral sources and referral networks, proprietary business methods, clinical protocols, payor contracting strategies, expansion plans, and strategic plans, all of which are of substantial value to the Company and the Protected Parties;
WHEREAS, Ryland Family Holdings LLC holds approximately nineteen and one-half percent (19.5%) of the outstanding equity of the Company and, in connection with the transactions contemplated by the Purchase Agreement, Ryland Holdings is receiving estimated proceeds of approximately One Hundred Eleven Million Three Hundred Twenty-Five Thousand Two Hundred Dollars ($111,325,200) at the Closing (subject to adjustment as set forth in the Purchase Agreement), together with any rollover equity retained by Ryland Holdings in the surviving entity or any parent entity thereof pursuant to the terms of the Purchase Agreement;
WHEREAS, the Purchase Agreement requires, as a condition precedent to the Purchaser's obligation to consummate the transactions contemplated thereby at the Closing, that each of Dr. Ryland and Ryland Holdings execute and deliver this Agreement, and the covenants and undertakings contained herein constitute a material and essential inducement to the Purchaser's willingness to consummate the acquisition and to pay the Purchase Price;
WHEREAS, the Restricted Parties acknowledge and agree that the restrictions set forth herein are reasonable and necessary to protect the goodwill, Confidential Information, patient relationships, referral source relationships, payor relationships, and other business relationships that are being acquired by the Purchaser as part of the transactions contemplated by the Purchase Agreement, and are supported by adequate, valuable, and independently sufficient consideration, including, without limitation, the pro rata share of the Purchase Price received by Ryland Holdings and any rollover equity retained by Ryland Holdings;
WHEREAS, the Restricted Parties further acknowledge and agree that they have had a full and fair opportunity to review this Agreement, have been represented throughout the negotiation of this Agreement by independent legal counsel, and have freely and voluntarily agreed to execute and deliver this Agreement; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals (which are incorporated herein by reference and made a part of this Agreement), the mutual covenants and agreements set forth herein, the consideration to be received by the Restricted Parties under the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows:
SECTION 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
1.1 "Competing Business" means any business, enterprise, venture, or activity (whether conducted directly or indirectly, whether conducted through an affiliate, a subsidiary, a joint venture, a partnership, a limited liability company, a corporation, or through any other person or entity, and whether conducted as a sole proprietorship or otherwise) that provides, manages, arranges for the provision of, or facilitates the provision of healthcare services of the type conducted by the Company or any of its subsidiaries as of the Closing Date or at any time during the twelve (12) months preceding the Closing Date. Without limiting the generality of the foregoing, "Competing Business" includes, but is not limited to, any business, enterprise, venture, or activity that engages in or provides any of the following: (a) physician practice management services; (b) outpatient clinical services; (c) urgent care services; (d) ambulatory surgical services, including the ownership, operation, or management of ambulatory surgery centers; (e) post-acute care services, including skilled nursing, rehabilitation, and home health services; (f) ancillary healthcare services, including diagnostic imaging, laboratory services, infusion therapy, and physical therapy; and (g) any other Healthcare Services. Notwithstanding the foregoing, "Competing Business" shall expressly exclude any Permitted Activities (as defined in Section 1.7).
1.2 "Confidential Information" has the meaning set forth in Section 5.1.
1.3 "Healthcare Services" means any and all clinical, administrative, managed-care, or healthcare-related services of the type provided, arranged, managed, or facilitated by the Company or any of its subsidiaries at any time during the twelve (12) months preceding the Closing Date, including, without limitation, physician practice management, outpatient clinical services, urgent care, ambulatory surgical services, post-acute care, ancillary healthcare services, population health management, value-based care arrangements, care coordination services, telehealth services, and any other services for which the Company or its subsidiaries received revenue or contracted with third-party payors during such period.
1.4 "Permitted Activities" means, notwithstanding anything to the contrary in this Agreement, any of the following activities, which shall not constitute a violation of Section 2:
(a) the ownership, directly or indirectly, of up to two percent (2%) of the outstanding shares of any class of securities that are listed on a national securities exchange or traded in the over-the-counter market, provided that such ownership does not involve Dr. Ryland's or Ryland Holdings' participation in the management, operations, or strategic direction of the issuer of such securities;
(b) passive investments by either Restricted Party in a diversified investment fund, mutual fund, exchange-traded fund, or similar pooled investment vehicle that may hold equity or debt interests in one or more entities engaged in healthcare services, so long as (i) neither Dr. Ryland nor Ryland Holdings participates in the management, operations, or investment decision-making of such fund with respect to any portfolio company that constitutes a Competing Business, and (ii) such fund is not formed for the primary purpose of investing in a single Competing Business within the Restricted Territory;
(c) service by Dr. Ryland on the board of directors, board of trustees, advisory board, or similar governing body of a nonprofit or tax-exempt organization or an academic institution (including, without limitation, a college, university, or medical school), provided that such organization or institution does not directly or indirectly engage in a Competing Business within the Restricted Territory; and
(d) the personal medical practice of Dr. Ryland, limited to the direct provision of patient care in a solo or small-group clinical setting comprised of no more than three (3) practitioners (including Dr. Ryland), provided that such practice (i) does not involve the provision of any of the specific service lines operated, managed, or facilitated by the Company or its subsidiaries as of the Closing Date, (ii) does not utilize, reference, or rely upon any Confidential Information, and (iii) does not involve the solicitation of any Restricted Referral Source or Restricted Payor.
1.5 "Restricted Employee" means any individual who, as of the Closing Date or at any time during the twelve (12) months immediately preceding the Closing Date, (a) is or was employed by the Company or any of its subsidiaries in any capacity, whether on a full-time, part-time, or temporary basis, or (b) is or was engaged by the Company or any of its subsidiaries as an independent contractor, consultant, or in any other non-employee capacity, in each case, regardless of whether such individual's employment or engagement was terminated voluntarily or involuntarily prior to the Closing Date.
1.6 "Restricted Payor" means any third-party payor, managed care organization, health maintenance organization, preferred provider organization, accountable care organization, self-funded employer health plan, government payor (including Medicare and Medicaid), or other health insurance or reimbursement entity with which the Company or any of its subsidiaries maintained a contractual or reimbursement relationship at any time during the twelve (12) months immediately preceding the Closing Date. Without limiting the generality of the foregoing, "Restricted Payor" includes, but is not limited to, BlueLine Health Plan of Tennessee, SouthPoint Insurance Co., and each other payor listed on Schedule 1.6 attached hereto (if any).
1.7 "Restricted Period" means the period of three (3) years commencing on the Closing Date and expiring at 11:59 p.m., Eastern Time, on April 18, 2028; provided, however, that the Restricted Period shall be extended as set forth in Section 7.3 in the event of any violation of the covenants set forth in this Agreement.
1.8 "Restricted Referral Source" means any physician, physician group or practice, hospital, health system, skilled nursing facility, rehabilitation facility, home health agency, or other healthcare provider or referral source that referred patients to, or otherwise directed patient volume toward, the Company or any of its subsidiaries at any time during the twenty-four (24) months immediately preceding the Closing Date, including, without limitation, those referral sources identified on any internal referral tracking reports maintained by the Company.
1.9 "Restricted Territory" means each of the following states, as defined by the respective geographic boundaries of each such state: (a) the State of Tennessee; (b) the State of Alabama; (c) the State of Georgia; and (d) the State of Kentucky. For the avoidance of doubt, the Restricted Territory includes every county, municipality, and other political subdivision located within the geographic boundaries of each such state.
SECTION 2 — NON-COMPETITION COVENANT
2.1 Non-Competition. During the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, whether alone or in conjunction with any other person or entity, and whether for the account of either Restricted Party or for the account of any other person or entity:
(a) own, manage, operate, or control any Competing Business within the Restricted Territory;
(b) be employed by, consult for, advise, or render services to any Competing Business within the Restricted Territory;
(c) participate in, or be connected or associated with (whether as a partner, member, stockholder, equity holder, officer, director, manager, employee, agent, consultant, advisor, representative, licensor, licensee, franchisor, franchisee, or in any other capacity whatsoever) any Competing Business within the Restricted Territory;
(d) lend money, guarantee obligations, make available credit or other financial accommodation, or otherwise finance or provide capital to any Competing Business within the Restricted Territory;
(e) lend or allow the use of the name, likeness, or reputation of either Restricted Party to any Competing Business within the Restricted Territory; or
(f) assist, encourage, facilitate, or induce any other person or entity to engage in any of the activities described in clauses (a) through (e) above.
2.2 Binding on Affiliates, Successors, and Assignees. The covenants set forth in this Section 2 shall be binding upon each Restricted Party and shall extend to any affiliate, successor, assign, or transferee of either Restricted Party, and each Restricted Party shall cause its respective affiliates, successors, assigns, and transferees to comply with the terms of this Section 2 as though such persons were original signatories hereto. For purposes of this Section 2.2, "affiliate" of a Restricted Party means any person or entity that directly or indirectly controls, is controlled by, or is under common control with such Restricted Party.
2.3 Acknowledgment of Consideration. Each Restricted Party hereby acknowledges and agrees that the consideration received by or on behalf of the Restricted Parties in connection with the transactions contemplated by the Purchase Agreement, including, without limitation, (a) the estimated cash proceeds of approximately One Hundred Eleven Million Three Hundred Twenty-Five Thousand Two Hundred Dollars ($111,325,200) payable to Ryland Holdings at the Closing (subject to adjustment pursuant to the Purchase Agreement), and (b) any rollover equity retained by Ryland Holdings in the surviving entity or any parent thereof, constitutes fair, adequate, and independently sufficient consideration for the covenants and restrictions set forth in this Agreement. The Restricted Parties further acknowledge that the goodwill associated with the Company and its subsidiaries constitutes a substantial portion of the Purchase Price and that the restrictions herein are essential to preserve and protect such goodwill for the benefit of the Protected Parties.
2.4 Permitted Activities. Notwithstanding anything to the contrary in this Section 2, the restrictions set forth in this Section 2 shall not apply to or prohibit any Permitted Activities, as defined in Section 1.4 and subject to the conditions and limitations set forth therein.
SECTION 3 — NON-SOLICITATION OF EMPLOYEES AND CONTRACTORS
3.1 Non-Solicitation. During the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, whether alone or in conjunction with any other person or entity, and whether for the account of either Restricted Party or for the account of any other person or entity:
(a) recruit, solicit, hire, engage, or retain, or attempt to recruit, solicit, hire, engage, or retain, any Restricted Employee to perform services for either Restricted Party or for any other person or entity;
(b) induce, encourage, or attempt to induce or encourage any Restricted Employee to terminate, abandon, or materially modify his or her employment or engagement with the Company, any of its subsidiaries, or any other Protected Party; or
(c) otherwise interfere with or disrupt the relationship between the Company, any of its subsidiaries, or any other Protected Party, on the one hand, and any Restricted Employee, on the other hand.
3.2 Carve-Outs. Notwithstanding the foregoing, the restrictions set forth in Section 3.1 shall not prohibit or restrict:
(a) general solicitations of employment, including, without limitation, public advertisements, postings on internet job boards, career websites, or social media platforms, participation in job fairs or recruiting events, and engagement of search firms or recruiting agencies, in each case, that are not specifically targeted at or directed toward any Restricted Employee or group of Restricted Employees; provided, however, that if a Restricted Employee responds to any such general solicitation, the hiring or engagement of such Restricted Employee shall not be deemed a violation of this Section 3 only if the Restricted Party did not, directly or indirectly, encourage such Restricted Employee to respond to the solicitation; or
(b) responses by a Restricted Party to an unsolicited inquiry or application for employment or engagement initiated by a Restricted Employee, provided that the Restricted Party did not, directly or indirectly, encourage, induce, or solicit such inquiry or application.
3.3 Scope of Obligation. For the avoidance of doubt, the non-solicitation obligations set forth in this Section 3 apply regardless of whether the Restricted Employee is employed by or engaged with the Company or any Protected Party at the time of the prohibited conduct, so long as such individual qualifies as a Restricted Employee as defined in Section 1.5.
SECTION 4 — NON-SOLICITATION OF BUSINESS RELATIONSHIPS
4.1 Non-Solicitation of Referral Sources and Payors. During the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, whether alone or in conjunction with any other person or entity, and whether for the account of either Restricted Party or for the account of any other person or entity:
(a) solicit, divert, redirect, or take away, or attempt to solicit, divert, redirect, or take away, any Restricted Referral Source or Restricted Payor from the Company or any other Protected Party;
(b) induce, encourage, or attempt to induce or encourage any Restricted Referral Source to reduce, diminish, modify, or terminate the volume of patient referrals made to the Company, any of its subsidiaries, or any other Protected Party, or to redirect such referrals to any Competing Business;
(c) induce, encourage, or attempt to induce or encourage any Restricted Payor to reduce, modify, renegotiate, terminate, or fail to renew any contract, agreement, or reimbursement arrangement with the Company, any of its subsidiaries, or any other Protected Party; or
(d) otherwise interfere with, disrupt, or damage the business relationships between the Company, any of its subsidiaries, or any other Protected Party, on the one hand, and any Restricted Referral Source or Restricted Payor, on the other hand.
4.2 Scope of Prohibition. The prohibitions set forth in this Section 4 extend to, and encompass, interference with existing written or oral contracts, patient referral arrangements, managed-care agreements, preferred provider arrangements, participation agreements, capitation agreements, value-based care contracts, and any other business relationship or arrangement between any Protected Party and any Restricted Referral Source or Restricted Payor.
SECTION 5 — CONFIDENTIAL INFORMATION
5.1 Definition. As used in this Agreement, "Confidential Information" means any and all information, data, knowledge, materials, and documents (whether in oral, written, electronic, graphic, or any other form) relating to the business, operations, assets, liabilities, financial condition, strategies, prospects, or affairs of the Company or any of its subsidiaries, that is proprietary, confidential, or not generally available to the public, including, without limitation, each of the following:
(a) trade secrets and proprietary know-how, including proprietary clinical protocols, treatment methodologies, care management processes, and operational workflows;
(b) patient data, patient lists, patient medical records, and patient demographic information, in each case subject to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and all regulations promulgated thereunder;
(c) financial information, including revenue data, cost structures, profitability analyses, budgets, forecasts, financial projections, and pricing models;
(d) payor contract terms, reimbursement rates, fee schedules, capitation rates, and the terms and conditions of all managed-care, insurance, and government payor agreements;
(e) referral source data, including the identity, volume, and patterns of referring physicians, physician groups, hospitals, health systems, and other referral sources;
(f) strategic plans, business development plans, expansion plans, acquisition targets, market analyses, and competitive intelligence;
(g) personnel records, compensation data, employment agreements, independent contractor agreements, and the terms and conditions thereof;
(h) marketing strategies, branding materials, patient engagement methodologies, and community outreach programs;
(i) vendor and supplier relationships, terms, and pricing;
(j) software systems, information technology infrastructure, proprietary databases, analytics platforms, and technology-related intellectual property; and
(k) any other information designated as "confidential," "proprietary," or subject to similar restrictions under the Purchase Agreement or any ancillary agreement thereto.
5.2 Non-Use and Non-Disclosure. Each Restricted Party agrees that, at all times during and after the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, (a) use any Confidential Information for any purpose other than the performance of obligations expressly authorized under this Agreement or the Purchase Agreement, or (b) disclose, reveal, furnish, publish, disseminate, or make accessible any Confidential Information to any person or entity, except as expressly permitted by this Section 5.
5.3 Exceptions to Non-Disclosure. The obligations set forth in Section 5.2 shall not apply to the extent that disclosure of Confidential Information is:
(a) required by applicable law, regulation, or the order, rule, or regulation of any governmental authority, regulatory body, or self-regulatory organization, or by valid legal process (including a subpoena, civil investigative demand, or similar process); provided, however, that prior to making any such disclosure, the Restricted Party shall (i) provide the Protected Parties with prompt written notice of such requirement or process (to the extent not prohibited by law) so as to afford the Protected Parties a reasonable opportunity to seek a protective order, confidential treatment, or other appropriate remedy, (ii) cooperate with the Protected Parties, at the Protected Parties' expense, in seeking such protective order or other remedy, and (iii) disclose only such Confidential Information as is legally required to be disclosed; or
(b) made with the prior written consent of the Purchaser or its designated representative.
5.4 Exclusions from Confidential Information. Notwithstanding the foregoing, "Confidential Information" shall not include any information that:
(a) is or becomes generally available to the public other than as a result of, directly or indirectly, any disclosure by a Restricted Party or any representative of a Restricted Party in violation of this Agreement;
(b) was available to the Restricted Party on a non-confidential basis prior to its disclosure by the Company or any Protected Party, provided that the source of such information was not known by the Restricted Party to be bound by a confidentiality obligation or other legal or contractual restriction prohibiting such disclosure; or
(c) was or is independently developed by the Restricted Party without the use of, reference to, or reliance upon any Confidential Information.
5.5 Return or Destruction. Upon the written request of any Protected Party at any time (whether during or after the Restricted Period), each Restricted Party shall promptly (and in any event within fifteen (15) business days of such request): (a) return to the requesting Protected Party all originals and copies of any Confidential Information in the Restricted Party's possession or control, in whatever form or medium (including electronic files, documents, records, notes, analyses, compilations, and extracts); or (b) destroy all such Confidential Information and all copies thereof, and certify such destruction in writing to the requesting Protected Party, signed by Dr. Ryland (individually and on behalf of Ryland Holdings), such certification to include a representation that no copies, extracts, or summaries of the Confidential Information have been retained in any form. Notwithstanding the foregoing, a Restricted Party may retain copies of Confidential Information to the extent required by applicable law, regulation, or bona fide document retention policies, provided that such retained copies remain subject to the confidentiality obligations of this Section 5.
SECTION 6 — NON-DISPARAGEMENT
6.1 Non-Disparagement by Restricted Parties. During and after the Restricted Period, neither Dr. Ryland nor Ryland Holdings shall, directly or indirectly, make, publish, or communicate any statement, remark, or communication, whether oral, written, electronic, or otherwise, that disparages, defames, denigrates, or casts in an unfavorable light any Protected Party, or any of the Protected Parties' respective officers, directors, managers, members, partners, employees, agents, affiliates, products, services, business practices, or reputation, to any third party, including, without limitation, to any current or prospective patient, referral source, payor, vendor, employee, regulator, or member of the media.
6.2 Non-Disparagement by Protected Parties. During and after the Restricted Period, the Protected Parties shall instruct their respective officers and directors not to, directly or indirectly, make, publish, or communicate any statement, remark, or communication, whether oral, written, electronic, or otherwise, that disparages, defames, denigrates, or casts in an unfavorable light Dr. Ryland or Ryland Holdings, or any of Dr. Ryland's or Ryland Holdings' reputation, character, or professional standing, to any third party.
6.3 Carve-Outs. Notwithstanding the foregoing, nothing in this Section 6 shall restrict or prohibit:
(a) truthful testimony or statements compelled by valid legal process, including depositions, court proceedings, arbitrations, mediations, regulatory proceedings, or government investigations;
(b) communications made in confidence by any Party to such Party's legal counsel, tax advisors, financial advisors, or accountants, in each case subject to applicable privileges, duties of confidentiality, or professional obligations of nondisclosure; or
(c) good-faith internal business communications made by officers, directors, or employees of a Protected Party in the ordinary course of business and reasonably necessary for the management and operations of the business, provided that such communications are not made with the intent to disparage a Restricted Party to the public.
SECTION 7 — ENFORCEMENT AND REMEDIES
7.1 Irreparable Harm. Each Restricted Party hereby acknowledges and agrees that (a) the covenants and restrictions contained in this Agreement are essential to protect the legitimate business interests, goodwill, and Confidential Information of the Protected Parties, (b) any breach or threatened breach of this Agreement by either Restricted Party would cause immediate and irreparable harm to the Protected Parties for which monetary damages alone would be inadequate and insufficient, and (c) the Protected Parties would be irreparably injured in the event of any such breach or threatened breach and would have no adequate remedy at law.
7.2 Injunctive Relief and Specific Performance. In the event of any breach or threatened breach of this Agreement by either Restricted Party, the Protected Parties shall be entitled to seek and obtain, from any court of competent jurisdiction, temporary restraining orders, preliminary injunctive relief, permanent injunctive relief, orders of specific performance, and any other equitable remedies as may be necessary or appropriate to restrain, prevent, or remedy such breach or threatened breach, without the necessity of (a) proving actual damages, (b) posting any bond, surety, or other security (to the extent permitted by applicable law), or (c) demonstrating that monetary damages would be an inadequate remedy. The Restricted Parties hereby waive, to the fullest extent permitted by applicable law, any requirement that the Protected Parties post a bond or other security as a condition to the issuance of any injunctive or equitable relief.
7.3 Equitable Tolling. In the event that either Restricted Party violates any of the covenants set forth in Sections 2, 3, or 4 of this Agreement, the Restricted Period shall automatically be extended, without the need for any action by any Protected Party, by a period of time equal to the duration of such violation, commencing on the date such violation first occurred and continuing through and including the date on which such violation permanently ceases.
7.4 Attorneys' Fees and Costs. In any action, proceeding, or dispute arising out of or relating to the enforcement, interpretation, or breach of this Agreement, the prevailing party (as determined by the court of competent jurisdiction) shall be entitled to recover from the non-prevailing party the prevailing party's reasonable attorneys' fees, costs, and expenses (including expert witness fees and disbursements) incurred in connection with such action, proceeding, or dispute, regardless of whether formal litigation is initiated or prosecuted to final judgment. For the avoidance of doubt, the right to recover attorneys' fees and costs under this Section 7.4 applies to enforcement efforts conducted through cease-and-desist letters, pre-litigation demand proceedings, mediation, arbitration, litigation, and appeals.
7.5 Cumulative Remedies; Relationship to Purchase Agreement. The rights and remedies of the Protected Parties under this Section 7 are cumulative and are in addition to, and not in lieu of, any other rights and remedies available to the Protected Parties at law, in equity, or otherwise, including, without limitation, any rights to indemnification under Article IX of the Purchase Agreement. Without limiting the generality of the foregoing, the Protected Parties shall be entitled to assert indemnification claims arising out of or relating to any breach of this Agreement against the escrow amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000) held by Continental Fiduciary Trust Company under Escrow Account No. CFT-ESC-2025-00327 (the "Escrow Account"), subject to and in accordance with the terms and conditions of the Escrow Agreement and the Purchase Agreement, and such claims shall be subject to the indemnification cap of One Hundred Twenty-Four Million Dollars ($124,000,000) as set forth in the Purchase Agreement. No election of any remedy by a Protected Party shall be deemed a waiver of any other remedy or right.
SECTION 8 — REASONABLENESS; SEVERABILITY; BLUE-PENCIL
8.1 Acknowledgment of Reasonableness. Each Restricted Party hereby acknowledges and agrees that (a) the scope of the activities restricted under this Agreement, (b) the duration of the Restricted Period (three (3) years), and (c) the geographic extent of the Restricted Territory (the States of Tennessee, Alabama, Georgia, and Kentucky) are each fair, reasonable, and no broader than necessary to protect the legitimate business interests of the Protected Parties, including, without limitation, the goodwill, Confidential Information, patient relationships, referral source relationships, payor relationships, and other business relationships acquired and to be preserved by the Protected Parties in connection with the transactions contemplated by the Purchase Agreement, for which the Purchaser is paying the Purchase Price of Six Hundred Twenty Million Dollars ($620,000,000). Each Restricted Party further acknowledges that the Company conducts substantial business operations in each of the states comprising the Restricted Territory and that the restrictions herein are carefully tailored to the geographic scope of such operations.
8.2 Judicial Modification (Blue-Pencil). If, at any time, any court of competent jurisdiction determines that any provision of this Agreement (including, without limitation, the scope of the restricted activities, the duration of the Restricted Period, or the geographic extent of the Restricted Territory) is overbroad, unreasonable, or otherwise unenforceable as written, then such court is hereby authorized and respectfully requested to reform, modify, and construe such provision (commonly referred to as "blue-penciling") to the maximum extent that such court deems reasonable and enforceable, rather than invalidating such provision in its entirety. It is the express intent and agreement of the Parties that the covenants contained herein be enforceable to the fullest extent permitted by applicable law.
8.3 Severability. Each of the covenants and provisions contained in this Agreement is independent, severable, and distinct. The invalidity, illegality, or unenforceability of any one covenant or provision shall not affect the validity, legality, or enforceability of any other covenant or provision of this Agreement. In the event that any court of competent jurisdiction determines that any covenant or provision of this Agreement is invalid, illegal, or unenforceable, the remaining covenants and provisions shall continue in full force and effect and shall be construed as if such invalid, illegal, or unenforceable covenant or provision had not been included herein.
SECTION 9 — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTIES
Each Restricted Party hereby represents and warrants to each Protected Party as follows:
9.1 Capacity and Authority. Dr. Ryland has full legal capacity and authority to execute, deliver, and perform this Agreement. Ryland Holdings is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Tennessee. The execution, delivery, and performance of this Agreement by Ryland Holdings has been duly and validly authorized by all necessary action on the part of its members and/or managers, and no additional consent, approval, or other action is required for the valid and binding execution and delivery of this Agreement by Ryland Holdings.
9.2 No Conflict. The execution, delivery, and performance of this Agreement by each Restricted Party does not and will not (a) conflict with, violate, or result in a breach of any provision of the operating agreement or other organizational documents of Ryland Holdings, (b) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, any contract, agreement, instrument, order, judgment, decree, or other obligation to which either Restricted Party is a party or by which either Restricted Party or any of their respective assets or properties is bound, or (c) violate any applicable law, rule, regulation, or order of any governmental authority applicable to either Restricted Party.
9.3 Independent Legal Counsel. Each Restricted Party has been represented by independent legal counsel, namely Whitaker, Poole & Simms LLP (Attention: Rebecca Whitaker), in connection with the negotiation, review, and execution of this Agreement. Each Restricted Party has had adequate and reasonable opportunity to review and negotiate the terms and provisions of this Agreement with the assistance of such independent legal counsel and has freely and voluntarily agreed to be bound by the terms hereof. No Restricted Party is relying on any representation, warranty, or assurance made by any Protected Party or any representative of any Protected Party regarding the enforceability of this Agreement.
9.4 Ability to Earn a Livelihood. Each Restricted Party acknowledges and agrees that the restrictions contained in this Agreement will not prevent Dr. Ryland from earning a livelihood or engaging in gainful employment. Dr. Ryland has skills, training, education, and professional experience that enable her to pursue a range career opportunities and professional endeavors beyond the scope of the covenants set forth herein, including, without limitation, the Permitted Activities described in Section 1.4.
SECTION 10 — TERM AND SURVIVAL
10.1 Term. This Agreement shall become effective as of the Closing Date and shall remain in full force and effect for the duration of the Restricted Period, subject to the extension provisions set forth in Section 7.3 and the survival provisions set forth in Section 10.2.
10.2 Survival. Notwithstanding the expiration of the Restricted Period or the termination of any other provision of this Agreement, each of the following provisions shall survive indefinitely and shall remain in full force and effect in perpetuity: (a) Section 5 (Confidential Information); (b) Section 6 (Non-Disparagement); (c) Section 7 (Enforcement and Remedies), to the extent relating to any breach or claimed breach occurring during the Restricted Period or to the enforcement of the surviving provisions; (d) Section 8 (Reasonableness; Severability; Blue-Pencil); (e) Section 9 (Representations and Warranties); and (f) Section 11 (Governing Law; Jurisdiction; Waiver of Jury Trial). All other provisions of this Agreement shall terminate upon the expiration of the Restricted Period, as it may be extended pursuant to Section 7.3.
SECTION 11 — GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL
11.1 Governing Law. This Agreement, and all claims, disputes, controversies, or causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, or performance hereof, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Tennessee, without giving effect to any choice-of-law or conflict-of-laws rule or provision (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Tennessee.
11.2 Exclusive Jurisdiction; Consent to Jurisdiction. Each Party hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the state courts of the State of Tennessee located in Davidson County, Tennessee, and the United States District Court for the Middle District of Tennessee, Nashville Division, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement (each, a "Proceeding"), (b) agrees that all claims in respect of any such Proceeding shall be heard and determined exclusively in any such court, (c) consents to the exercise of personal jurisdiction by any such court with respect to any such Proceeding, and (d) agrees not to commence any Proceeding other than in any such court. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any Proceeding, (i) any claim that such Party is not personally subject to the jurisdiction of the above-named courts, (ii) any claim that such Proceeding has been brought in an inconvenient forum, (iii) any claim that the venue of such Proceeding is improper, or (iv) any claim that this Agreement or the subject matter hereof may not be enforced in or by such courts.
11.3 WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 11.3.
SECTION 12 — MISCELLANEOUS
12.1 Entire Agreement. This Agreement, together with the Purchase Agreement and the other Transaction Documents (as defined in the Purchase Agreement), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, understandings, agreements, and arrangements (whether oral or written) among the Parties relating to such subject matter. There are no representations, warranties, covenants, or agreements among the Parties with respect to the subject matter hereof other than those expressly set forth or referred to herein.
12.2 Amendment; Waiver. No provision of this Agreement may be amended, modified, or supplemented except by an instrument in writing signed by the Party against whom enforcement of such amendment, modification, or supplement is sought. No waiver of any provision of this Agreement, or any breach or default thereof, shall be effective unless made in writing and signed by the Party granting such waiver. No waiver of any breach or default of any provision of this Agreement shall constitute a waiver of any other breach or default, whether of the same or a different provision of this Agreement, and no such waiver shall be construed to constitute a continuing waiver unless specifically stated therein. No delay or omission by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
12.3 Assignment. The Protected Parties may, without the prior consent of any Restricted Party, assign, delegate, or transfer any or all of their rights, interests, and obligations under this Agreement to (a) any successor to, or acquirer of, all or substantially all of the business or assets of the Company, whether by merger, consolidation, sale, reorganization, or otherwise, or (b) any affiliate of the Purchaser. Any such assignment shall be binding upon, and enforceable by, the assignee. No Restricted Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Purchaser, and any purported assignment, delegation, or transfer by a Restricted Party without such consent shall be null and void and of no force or effect.
12.4 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given, made, and received when: (a) personally delivered; (b) one (1) business day after deposit with a nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), with all charges prepaid or billed to the account of the sender, addressed to the applicable Party at the address set forth below; or (c) upon confirmed receipt by electronic mail (with a PDF copy of the signed communication attached), addressed to the applicable Party at the electronic mail address set forth below (or as subsequently designated in writing by such Party):
If to Dr. Ryland or Ryland Holdings:
Dr. Catherine Ryland c/o Ryland Family Holdings LLC 1204 Hillmont Drive Nashville, Tennessee 37215
with a copy (which shall not constitute notice) to:
Rebecca Whitaker, Esq. Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, Tennessee 37201
Email: rwhitaker@wpslaw.com
If to the Purchaser:
Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Graham Whitfield
with a copy (which shall not constitute notice) to:
Beatrice Holloway, Esq. Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, New York 10020
Email: bholloway@calderwoodharkness.com
If to the Company:
MedVance Health Systems, Inc. 4200 West End Avenue, Suite 1100 Nashville, Tennessee 37205
Attention: Chief Executive Officer
Any Party may change the address or electronic mail address to which notices are to be delivered by giving the other Parties written notice in the manner herein set forth.
12.5 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile, electronic mail (including PDF), or other electronic transmission, and any such execution and delivery shall be of the same legal force and effect as delivery of an original executed counterpart.
12.6 Construction. The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" is disjunctive but not necessarily exclusive. All references to "Sections" refer to the corresponding Sections of this Agreement, unless otherwise specified. The Parties acknowledge that this Agreement has been negotiated by the Parties and their respective legal counsel, and no rule of construction to the effect that ambiguities are to be resolved against the drafting party shall apply to the interpretation of this Agreement. References to any statute, rule, or regulation shall be deemed to include all amendments thereto, and all successor statutes, rules, and regulations.
12.7 No Third-Party Beneficiaries. Except for the Protected Parties and their respective successors and permitted assigns, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, no employee, independent contractor, referral source, payor, patient, or other person or entity shall be deemed a third-party beneficiary of this Agreement.
12.8 Relationship to Purchase Agreement. This Agreement constitutes a "Transaction Document" as defined in, and for all purposes under, the Purchase Agreement. In the event of any conflict or inconsistency between any provision of this Agreement and any provision of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control and prevail, except with respect to the specific restrictive covenants set forth in Sections 2, 3, 4, 5, and 6 of this Agreement, as to which the terms and provisions of this Agreement shall control and prevail.
[Signature Page Follows]
SIGNATURE PAGE TO NON-COMPETITION AND NON-SOLICITATION AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.
RESTRICTED PARTIES:
DR. CATHERINE RYLAND, Individually
________________________________________
Dr. Catherine Ryland
Date: April 18, 2025
RYLAND FAMILY HOLDINGS LLC
By: ________
Name: Dr. Catherine Ryland
Title: Managing Member
Date: April 18, 2025
PROTECTED PARTIES:
ARDENT HEALTHCARE HOLDINGS INC.
By: ________
Name: Graham Whitfield
Title: President
Date: April 18, 2025
MEDVANCE HEALTH SYSTEMS, INC.
By: ________
Name: Daniel Burch
Title: Chief Executive Officer
Date: April 18, 2025

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

SIGNATURE PAGE TO NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RESTRICTED PARTIES:

RYLAND FAMILY HOLDINGS LLC

PROTECTED PARTIES:

ARDENT HEALTHCARE HOLDINGS INC.

MEDVANCE HEALTH SYSTEMS, INC.

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