Extract to table

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

Notwithstanding the foregoing, "Competing Business" shall expressly exclude any Permitted Activities (as defined in Section 1

Eastern Time, on April 18, 2028; provided, however, that the Restricted Period shall be extended as set forth in Section 7

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

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