STATE OF NORTH CAROLINA F | |GENERAL COURT OF JUSTICE

COUNTY OF PITT SUPERIOR COURT DIVISION

BA IUN28 A&I
QUASAR FAMILY MEDICINE NORFHi 1] CO., Ca&.No. Ou CY S \S4 0
CAROLINA, PLLC, By <
Plaintiff, VERIFIED COMPLAINT

Vv. Jury Trial Demanded

CAROLINA EAST FAMILY MEDICINE,

P.A.; DR. CHARLES E. JAHRSDORFER,
M.D.; DOREEN JAHRSDORFER; and
DANIEL “DANNY” JAHRSDORFER,

Defendants.

INTRODUCTION

1. Dr. Sean A. Feinberg, M.D., is a skilled physician, entrepreneur, and innovator.

A neuroradiologist by training, for years Dr. Feinberg longed to bring a value-based model of

care to patients complete with proactive, preventive care, alternative therapies, wellness, and

nutrition counseling. This model would deliver better health outcomes at lower costs. As he

searched for a place to bring his clinical vision to reality, Dr. Feinberg eventually homed in on

Pitt County and Greenville, North Carolina as an ideal location.

2. Last year, Dr. Feinberg thought he found a kindred spirit in Dr. Charles E.

Jahrsdorfer, M.D. Dr. Jahrsdorfer appeared to run a successful family practice in Greenville off

Charles Boulevard through Carolina East Family Medicine, P.A. (“CEFM”). The parties entered

due diligence and eventually closed an asset purchase in late December 2023.

3. After closing, Dr. Feinberg and his team, which purchased Dr. Jahrsdorfer’s

practice through Plaintiff Quasar Family Medicine North Carolina, PLLC (“Quasar”), soon
learned that there was much more (or less) to CEFM and Dr. Jahrsdorfer than met the eye. As

Quasar took over CEFM’s assets, Dr. Feinberg and his team learned that Dr. Jahrsdorfer

operated CEFM in suspect ways, refilling controlled substances without regard for prevailing

clinical protocols while overbilling third-party payors for services he did not render.

4. This was directly contrary to the representations and warranties CEFM and Dr.

Jahrsdorfer made in the transaction documents that are at the center of this case. Quasar had

every reason to believe Dr. Jahrsdorfer and CEFM were telling the truth when they represented

and warranted various facts regarding the operation of the practice, including compliance with

applicable laws and regulations related to billing practices. Quasar would have never done the

deal otherwise.

5. Quasar believed it bought a thriving family practice. But CEFM’s patient panel

was dominated by users of controlled substances who found it easy to get their prescriptions

refilled by Dr. Jahrsdorfer. To make matters worse, after the deal closed, Dr. Jahrsdorfer

disregarded direction from Quasar management to bring the practice’s clinical standards up to

par. When Dr. Jahrsdorfer was not going out of his way to sow discord with Quasar’s staff, he

actively undermined Quasar by soliciting patients for a planned new practice with help from his

wife Doreen. At the same time, Dr. Jahrsdorfer and his entity baselessly refused to hand over

CEFM’s social media accounts, which became a forum for dissatisfied patients to attack Quasar

and Dr. Feinberg. Dr. Jahrsdorfer eventually abandoned the practice, recently seeking a three-

month leave period.

6. Aside from trusting CEFM and Dr. Jahrsdorfer, Quasar and its management did

nothing wrong. Quasar treated Dr. Jahrsdorfer and his staff with dignity and respect. Dr.

Jahrsdorfer and his staff met Quasar’s generosity with scorn. What happened here cannot—and
will not—stand. Quasar brings this action to hold Defendants accountable and to pick up the

pieces of a practice the founding physician shattered while descending on his golden parachute.

| PARTIES, JURISDICTION, AND VENUE

7. Plaintiff Quasar is a North Carolina professional limited liability company.

8. Defendant CEFM is a North Carolina professional association. CEFM’s principal

office is in Pitt County, North Carolina.

9. Defendant Dr. Jahrsdorfer is a resident of Pitt County.

10. Defendant Doreen Jahrsdorfer is a resident of Pitt County. Mrs. Jahrsdorfer is Dr.

Jahrsdorfer’s wife.

11. Defendant Daniel “Danny” Jahrsdorfer is a resident of Pitt County.

12. This Court has personal jurisdiction over Defendants as they reside in North

Carolina and this judicial district. See N.C. Gen. Stat. § 1-75.4.

13. This Court has subject matter jurisdiction over this case under N.C. Gen. Stat.

§ 7A-243 because the value of the relief sought exceeds $25,000.

14. Venue is proper in this Court under N.C. Gen. Stat. §§ 1-79 and 1-82 as

Defendants reside in and/or maintain a principal office in Pitt County. The Employment

Agreement and the APA both contain venue selection clauses designating Pitt County as the

venue to resolve disputes arising between Quasar, CEFM, and Dr. Jahrsdorfer.

FACTUAL BACKGROUND

I. Dr. Sean A. Feinberg, M.D., launches Quasar as a platform for his plans to serve
patients through a value-based model of primary care. In his search for an ideal venue for
his model, Dr. Feinberg homes in on Pitt County and Greenville.

15. Dr. Sean A. Feinberg, M.D., is a trained neuroradiologist licensed to practice

medicine in five different jurisdictions. Dr. Feinberg’s approach to medicine is innovative,

forward-looking, and outcome-oriented, challenging himself and his team to meet ever-higher
3
clinical standards. As part of these ongoing efforts, Dr. Feinberg absorbs the latest clinical

research and incorporates it into his care and treatment of patients.

16. Dr. Feinberg’s radiology training and practice exposed gaps in the American

health care system. During his years in residency and later in private practice, Dr. Feinberg cared

for sick patients for whom earlier intervention could have made all the difference. Dr. Feinberg

learned about a value-based model of family practice, a team-based, patient-centric approach to

care at all of life’s stages. Under this approach, a team of health care providers coordinates

patient care across specialties while delivering preventative treatment, alternative therapies,

wellness, and nutrition education.

17. For several years, Dr. Feinberg and his team looked for a place to launch such a

care model. The team’s careful research showed that cities with less than 100,000 residents

connected to rural areas would be an ideal place to launch. The team eventually narrowed the

field of potential sites to Pitt County and Greenville, North Carolina.

18. For Dr. Feinberg and his team, Pitt County was an ideal candidate because it is a

hub for surrounding rural counties and it is home to the well-known Brody School of Medicine at

East Carolina University. Dr. Feinberg hoped to bring an innovative practice to drive better

health outcomes for the Emerald City and Pitt County’s 175,000 residents while reducing health

care costs and spending at the same time.

19. To realize his vision, Dr. Feinberg could have chosen to open a new practice. He

knew that would be a challenge since he would have to establish a patient panel from scratch. Dr.

Feinberg opted for a different course, looking to acquire a practice that was already established

in the community. That is when, with his team’s help, Dr. Feinberg found Dr. Jahrsdorfer and

CEFM.
I. Billing itself as a full-service family practice, Carolina East Family Medicine
emerges as Dr. Feinberg’s choice to build his value-based care model.

20. Strategically located on Charles Boulevard near the heart of Greenville, Dr.

Jahrsdorfer established CEFM in 2004. Consistent with its name, the practice held itself out as a

full-service family medical practice serving Greenville and the surrounding area. On its website,

CEFM promoted imaging, physicals, and on-site laboratory services.

21. | On the practice’s Facebook page, located at

https://www.facebook.com/CarolinaEastF amilyMedicine/, CEFM hailed itself as a primary care

provider, using the page to disseminate important information regarding the practice’s hours of

operation and services. There, as shown below, CEFM broadcast its mission statement, noting its

“focus is intent on maintaining the quality of care for the entire family through providing patient-

centric approach from childhood through adulthood.” CEFM similarly noted its “desire for the

achievement of the best possible clinical outcomes.”

4. — Carolina East Family Medicine

November 26, 2014-@
Carolina East Family Medicine's Mission Statement
Carolina East Family Medicine exists to improve the overall well-being of the community of Eastern
NC through compassionate and quality driven healthcare, Our focus is intent on maintaining the
quality of care for the entire family through providing a patient-ceniric approach from childhood
through adulthood. Itis our employee's goal to provide unparalleled healthcare and to make each
patient experience one of kindness, empathy and respect instilling confidence in our practice and
thus allowing for the achievement of the best possible clinical outcomes.

O00 15 1 share

> Like C) Comment

22. Given these public representations, Dr. Feinberg believed he had met another

mission-aligned physician in Dr. Jahrsdorfer. Dr. Feinberg thought CEFM could serve as a

platform for the value-based care model he wanted to build in Greenville. From his perspective,

Dr. Jahrsdorfer was already operating the kind of practice Dr. Feinberg wanted to build.
 23. The parties spotted a win-win-win opportunity for all involved. Nearing

retirement, Dr. Jahrsdorfer would be able to eventually exit the practice he worked nearly twenty

years to build. Dr. Feinberg would acquire the platform on which he could build the practice he

had long envisioned. And, most importantly, patients would get the same standard of care they

previously enjoyed under a new generation of ownership.

24. The next step was due diligence. In late 2023, CEFM produced its financials and

other important business records. Dr. Feinberg and his team were assured by that process. As

with any acquisition, they knew there would be challenges, but they spotted no roadblocks that

would derail what Dr. Feinberg had long set out to accomplish.

A. The parties’ asset purchase agreement contains numerous representations

and warranties and provisions that protect Quasar’s interests.

25. To make a deal happen, Dr. Feinberg, Dr. Jahrsdorfer, and their attorneys

negotiated two core transaction documents. The first was a lengthy APA. Under the APA,

Quasar, an entity Dr. Feinberg formed for this transaction and to operate a practice after closing,

acquired CEFM’s assets. A true, accurate, redacted copy of the APA is attached as Exhibit A.

26. | CEFM represented that its “Business” is “operat[ing] a medical practice that

provides family medicine services.” Quasar acquired “all right, title, and interest to and in,

Seller’s assets used by in connection with the Business,” including patient information,

“passwords used in connection with the Business,” “all intellectual property, copyrights, and

trademarks owned by Seller,” “all intangible personal property of Seller relating to or in

connection with the Business or Assets,” and “Seller’s goodwill.” The APA contains a carve-out

for a narrow band of Assets which are not at issue in this dispute.

27. The APA also contains more than ten pages of representations and warranties

between the parties. The agreement contains 29 sections of representations and warranties
regarding CEFM’s business and operation. Those representations and warranties are made both

by CEFM and Dr. Jahrsdorfer in his individual capacity as a party to the APA. Among other

things, both CEFM and Dr. Jahrsdorfer represented and warranted to CEFM the following:

(a) That “there are no adverse conditions that will interfere with [Quasar’s]

use and enjoyment of or ability to encumber any of the Assets”;

(b) That the financial statements CEFM provided to Quasar “fairly represent

the financial condition of [CEFM]”;

(c) That CEFM “has complied with all, statutes ordinances, regulations,

orders, judgments and decrees of any court, arbitrator or governmental entity or agency,

applicable to Seller, the Business or the Assets, including, without limitation, . . . health laws and

regulations and Medicare and Medicaid regulations”;

(d) That to CEFM and Dr. Jahrsdorfer’s “knowledge . . . there are no facts or

circumstances that could result in (i) the cancellation or non-renewal of any Reimbursement

Agreement; or (ii) any retroactive adjustment by any payor under any Reimbursement

Agreement”; and

(e) That neither CEFM nor Dr. Jahrsdorfer “engaged in any activities that are

prohibited under” various federal health care fraud and abuse statutes.

28. Section 3.29 of the APA, which is at the end of the section containing CEFM and

Dr. Jahrsdorfer’s representations and warranties, provides that “[n]o representation or warranty

made by [CEFM] or [Dr. Jahrsdorfer] or in any Transaction Document is false or inaccurate, and

no statement of fact by Seller herein or therein contains any untrue statement of fact or omits to

state any fact that is necessary in order to make the statement not misleading.” This language
 Neto

leaves no doubt concerning the materiality of and the reasonableness of relying on the

representations and warranties in the APA.

29. The APA also imposes important non-compete and non-solicitation obligations on

CEFM and Dr. Jahrsdorfer. For a period of five years following the Closing Date, neither CEFM

nor Dr. Jahrsdorfer may “directly or indirectly . . . engage in the ownership, operation, control, or

management of a family medicine practice.” Related, they are not allowed to “encourage, induce,

solicit, hire or engage any Person that is an employee or independent contractor of [Quasar] or

[CEFM] . . . for the purpose or having the effect of such person discontinuing his, her or its

business relationship with [Quasar].”

B. Dr. Jahrsdorfer enters an employment agreement with Quasar, agreeing to

protect his new employer’s confidential information and interests.

30. In conjunction with the APA, Dr. Jahrsdorfer entered into an Employment

Agreement with Quasar, a true and accurate copy of a redacted version of which is attached as

Exhibit B. Dr. Jahrsdorfer committed to “devote” his “best efforts and full professional time to

providing services in the practice of medicine on [Quasar’s] behalf.” The agreement also charges

Dr. Jahrsdorfer with “ancillary administrative and compliance duties” related to supervising

other health care providers. Dr. Jahrsdorfer promised to “not practice medicine other than on

behalf of [Quasar] during the Term” of the agreement.

31. | The Employment Agreement required Dr. Jahrsdorfer to perform his duties from a

designated location, Quasar’s office on Charles Boulevard. The Employment Agreement

generously provided Dr. Jahrsdorfer with four weeks paid time off, which he started accruing on

January 1, 2024. His enjoyment of that paid time off was conditioned, however, on him getting

the leave “approved by [Quasar] to ensure adequate coverage of [Quasar’s] patients, customers,

and clients.”
 32. Dr. Jahrsdorfer agreed that Quasar, led by Dr. Feinberg, would be in control of the

clinic’s day-to-day operation. Dr. Jahrsdorfer acknowledged that Quasar, not he or any other co-

worker from CEFM, would “determine who will be accepted as patients of [Quasar’s] practice.”

He also agreed that Quasar had the “exclusive authority to establish reasonable professional

policies and procedures” which he was contractually bound to follow.

33. Dr. Jahrsdorfer made additional representations and warranties beyond those in

the APA. In particular, he represented and warranted that he “shall at all times render services to

patients in a competent, professional, and ethical manner, in accordance with prevailing

standards of medical practice in the relevant community . . . and all applicable statutes,

regulations, orders, and directives of any and all applicable governmental and regulatory bodies

having competent jurisdiction.”

34. The Employment Agreement contains confidentiality, non-compete, and non-

solicitation obligations which are binding on Dr. Jahrsdorfer. Regarding confidentiality, the

agreement defined Proprietary Information to include “patient lists.” Dr. Jahrsdorfer committed

to keep that information “strictly confidential” and to use it only “in furtherance of fulfilling [his]

duties under [the Employment Agreement] and the APA.” The patient lists themselves are

valuable, sensitive commercial information for Quasar, which the company takes reasonable

precautions to protect, including but not limited to by storing them on password-protected

computer systems and limiting access to those employees with a need to know and access the

information.

35. Similar to the non-compete and non-solicitation agreements in the APA, Dr.

Jahrsdorfer agreed not to “engage in the practice of Family Medicine” in Pitt County, North
Carolina. He also agreed to refrain from soliciting Quasar employees, independent contractors,

payors, and referral sources.

I. After Quasar takes ownership of CEFM’s assets, Dr. Jahrsdorfer and others turn
Dr. Feinberg’s dream into a nightmare.

36. After months of hard work, the acquisition finally closed in late December 2023.

Dr. Feinberg and his team looked forward to what 2024 had in store. They knew that integrating

Quasar’s practices with CEFM’s legacy systems would be no small task. Business and clinical

practices would have to change. Standard operating procedures would need to be updated.

Quasar had every expectation that patients would receive the care they were used to. Quasar

generously rewarded Dr. Jahrsdorfer for the practice he had built, boosting his base pay by more

than thirty percent while incentivizing him with a lucrative bonus program. Quasar extended

increased pay to legacy CEFM employees. As they rang in the New Year together, nothing

prepared Dr. Feinberg and his team for what happened next.

37. The initial disruptions were felt in marketing and the practice’s public-facing

communications. Quasar knew its acquisition of CEFM needed to be carefully messaged to Dr.

Jahrsdorfer’s legacy patients who would have questions about their care. Consistent with the

APA, Quasar asked Dr. Jahrsdorfer and CEFM’s legacy staff to transfer ownership and control

of the practice’s Facebook page.

38. Dr. Jahrsdorfer and others stonewalled that effort, explaining that the page was

not owned and operated by CEFM, but rather by Dr. Jahrsdorfer’s son Danny Jahrsdorfer. This,

despite the clear language in the APA obligating CEFM to transfer ownership of passwords and

all intangible personal property as well as CEFM and Dr. Jahrsdorfer’s related representations

and warranties regarding those assets. Even more, Danny was not some distant third party or a

consultant to the organization. To the contrary, CEFM listed him as one its employees in

10
Schedule 3.24 to the APA, a true, accurate, and redated copy of which is attached as Exhibit C,

identifying him as responsible for “Social Media,” a reference to the Facebook page and other

social media accounts. For the time being, Quasar relied on CEFM staff to post new content to

the page in January 2024 about the practice’s operating hours. There were other, more pressing

priorities.

39. Quasar worked to establish new billing procedures and to follow up on accounts

receivable, the lifeblood of any services organization. Dr. Jahrsdorfer previously tasked his wife

Doreen and daughter Cortney with leading CEFM’s billing and collections function. Quasar

began to assert control over the billing process, but Doreen and Cortney bristled under the new

ownership, refusing to take instruction. The disruptions became so significant that Quasar had to

let Cortney go at the end of February 2024.

40. Quasar pressed on, working on bringing CEFM’s legacy systems up to Quasar’s

standards. But as Dr. Feinberg and his team reviewed CEFM’s billing records, an unsettling

pattern emerged. Dr. Jahrsdorfer spent much of his time refilling controlled substances,

particularly Adderall, a prescription drug indicated for the treatment of Attention Deficit

Hyperactivity Disorder or ADHD and Narcolepsy. As an amphetamine, Adderall can be misused

and abused. It is as a Schedule II controlled substance under North Carolina law. N.C. Gen. Stat.

§ 90-90(3)a. Further, under North Carolina law, “[n]o prescription for a Schedule II substance

shall be refilled.” Jd. § 90-106(b).

41. As Quasar investigated further, the company learned that, despite these

restrictions, a significant portion of CEFM’s practice was dedicated to refilling these

prescriptions. What is more, even though most of the refill consultations were conducted over the

phone, CEFM was billing payors for an entire office visit. CEFM engaged in a similar practice

1]
 —_ we

with respect to laboratory testing, drug dispensing, vaccinations, and clinical treatments, billing

for office visits and Dr. Jahrsdorfer’s time even if lower-level staff conducted the testing at issue.

42. Dr. Feinberg and his team were stunned. Quasar immediately took action to put

an end to these suspect practices. Quasar demanded a new protocol for controlled substances.

Going forward, Dr. Jahrsdorfer would be required to check patients against the National Registry

and perform a urine analysis to screen out controlled substance abusers. Quasar demanded that

Dr. Jahrsdorfer counsel patients who passed the National Registry and urinalysis screens.

Accustomed to having perfunctory two-to-three minute visits with these patients, Dr. Jahrsdorfer

complained about the new requirements.

43. Ultimately, Quasar did the right thing, but monthly revenues plummeted as a

result, falling by more than thirty percent. Contrary to what CEFM and Dr. Jahrsdorfer had

represented, Quasar had not acquired a legitimate family practice, but a clinic operating like

those involved in the opioid epidemic.

44. Dr. Jahrsdorfer could have accepted the new standards and redoubled his efforts

to meet patient needs while following his new employer’s directives. The physician chose a

different path. Even though his Employment Agreement requires him to work inside the clinic on

Charles Boulevard, Dr. Jahrsdorfer logged many hours from his home, accessing patient records

and information from his home computer in direct violation of Quasar’s instructions.

45. There was no legitimate reason for Dr. Jahrsdorfer to work from home. However,

that move did enable him to start soliciting Quasar’s patients to join him at an alternative practice

with help from Dr. Jahrsdorfer’s wife Doreen. Upon information and belief, in violation of his

obligations under the Employment Agreement, Dr. Jahrsdorfer smuggled patient lists out of

Quasar as part of an effort to establish a new, competing practice to undermine the very practice

12
Quasar had paid him for. Dr. Jahrsdorfer’s wife Doreen joined him in this effort. In order to

distance himself from the scheme, Dr. Jahrsdorfer had patients call his wife Doreen, but the

effect was the same.

46. After the acquisition, Quasar hired on several employees who previously worked

at CEFM. Given their knowledge base and experience, Quasar viewed these employees as an

important part of making the acquisition a success for all involved. Dr. Jahrsdorfer did not keep

his dissatisfaction with Quasar’s management to himself. Instead, he repeatedly and loudly made

his displeasure known, sowing discord among employees loyal to him.

47. Recently, Dr. Jahrsdorfer’s behavior became even more erratic. On Thursday,

June 13, 2024, Dr. Jahrsdorfer told Quasar’s operations manager that he was not going to stay in

clinic and demanded that she reschedule his afternoon appointments. Dr. Jahrsdorfer later falsely

claimed that Quasar lacked the support staff necessary for him to see the 35 patient per day

average contemplated by the Employment Agreement.

48. The following day, Friday, June 14, Dr. Jahrsdorfer voiced his displeasure

regarding a Quasar medical assistant. Dr. Jahrsdorfer called the assistant “dangerous” and said he

would not return to the office unless Quasar dismissed the employee. Upon information and

belief, Dr. Jahrsdorfer retaliated against this employee because she had informed Quasar

regarding the doctor’s efforts to solicit patients for a new practice. On Monday, June 17, Dr.

Jahrsdorfer briefly returned to the office to attack the assistant as “a Judas and snake.”

49. And that was the toxic state of affairs when Dr. Jahrsdorfer actually decided to go

into the clinic. His money from the acquisition already in the bank, Dr. Jahrsdorfer maxed his

paid time off out earlier this year. Though he only accrued ten days of paid time off, Dr.

Jahrsdorfer ultimately took twenty-one days off.

13
 50. Dr. Jahrsdorfer’s unexpected absenteeism had a direct impact on patients. With

Dr. Jahrsdorfer out of the office, patients began calling Quasar to demand care. Without a

dependable, in-office clinical lead, Quasar had to instruct these patients to take their issues and

business elsewhere. Meanwhile, Quasar immediately started a nationwide search for a provider

to pick up Dr. Jahrsdorfer’s slack.

51. On June 14, the same day Dr. Jahrsdorfer attacked Quasar’s employee, his son

Danny took to the CEFM Facebook page to post a cryptic message. A true and accurate

screenshot with the post is shown below.

-ceen Carolina East Family Medicine

June Id at P47 AMS

mE
Looks like they have changed their Google info as well as their website
info back to what it was before this post They have also removed the
image that was on the home page of their website. Why? Is it because
this post was made? We will let you all make your own judgment calls
on what is happening...
Original post”
frnportant Announcement
To all friends, family, and patients of Carolina East Family Medicine
(CEFM):
This page has not been associated with Carolina East Farnily Medicine
for several months. The practice was sold and is under the
management of Quasar Health Solutions, led by Dr. Sean Feinberg (for
more info, please see the image below or visit
https: //vvewcarolinaeastiamilymedicine.com)
We, the owner(s) of this Facebook page, deeply sympathize with the
staff and the patients who have known Dr. Charles Jahrsdorfer for many
years. We understand that this transition has been challenging for
everyone involved.
Hf you wish to leave a review or recommendation for CEFM, please note
that this page is no longer affiliated vith CEFM or Quasar Health
Solutions. Reviews and recommendaiions here, whether positive or
negative, will not help future patients make informed decisions. If that is
your desire, please leave reviews on other social media accounts or
Google Reviews. Additionally, this page does not communicate with the
current medical practice. Messages and comments about paiient care
will not and cannot be answered,
Thank you,

52. In the post, Danny told the public that “[t]his page has not been associated with

Carolina East Family Medicine for several months.” He continued: “We, the owner(s) of this

Facebook page, deeply sympathize with the staff and the patients who have known Dr. Charles

14
Jahrsdorfer for many years.” Danny further invited patients to “leave reviews on other social

media accounts or Google Reviews.”

53. Facebook commenters proceeded to leave negative comments about Quasar and

Dr. Feinberg. As shown below, Danny himself piled on. “From what I have heard and seen, new

owners and management is a disaster. It hurts my heart,” Danny wrote on the Facebook page

Quasar purchased in the APA.

@ Danny Jahrsdorfer
ae :- is there. Kwas sold. From what I have heard and seen,
new owners and management is a disaster. lt hurts my heart Anyone that knows
my dad knows he had every good intention when finding someone to sell it to, true
colors were shown after 43
ee
i ad O13
Tw Edited

By saying “he is there,” Danny was trying to cover for his father, concealing from the public the

fact of Dr. Jahrsdorfer’s excessive absenteeism and decision to leave his patients.

54. Taking up Danny’s previous Facebook invitation to leave Google reviews, and

left in the lurch by Dr. Jahrsdorfer’s absenteeism, angry patients took out their frustrations on

Google and other social media platforms.

| ote | Quasar Health Solutions Greenville

pas ap ta, NE

People often mention a

sh Conary dor] 3 redow 3 thor 2 mpioytas 2 ornpathy 2 rs | Pros
* adsyags WOW
Iisigh 0 stars wera possible. [have bean trying to contact Someone to refill my prasctiption for aver a
week and can't get In contact with anyone. This disrespect fram this company fs uumatched and
Sort by honestly dingusting, Dr. J and his etaff aro amazing and doxerce better than this company. Do not
recommend.
Mosiraimant Newest Highest! Lewest
the Us

..
ee
:;
* antow ago NeW Vrosar
Coniplotaty dlagusted with the way the new owners have treated this business and the patients When * Sdoys age Mew
the new phone tree was instituted, | knew It was going to be troubla, Ive been a pallent for 20+ years, Not sure how any dactar’s office can get a § star review when the company gots rid of the staff and
but nat anyrere. |hope Or, J will... Mare physician that made It farnity oriented, and provided kind and compassionate cars, Tho employees and
te vk: doctor are what made Cacoling East Family Medicine what It Is-and yes | am a pationt, of was
tf us:

& arednt
* Shouse age New
UNETHICAL! Husband and many ohara have been without thelr prescziptions for several days new. No 83
one wall anazver the phone, snd no one was ot the office yeaterday, Bring Dr, J back! ‘Well lam a curent patient but not after today | called this office numerous of timos since Tuesday loft
fr: atleast 4 messages for a madication | have been on for 15 plus years & u just can't stop this.
1 Crs madieation fko that...1 was told by ... More
. ah. ad

15
As shown above in screenshots showing several Google reviews, commenters publicly tarred

Quasar. “Completely disgusted with the way the new owners have treated this business and the

patients,” one reviewer wrote. “UNETHICAL!” another reviewer exclaimed. “Bring Dr. J back!”

Another wrote that “I wish 0 stars were possible,” and that “Dr. J and his staff were amazing and

deserve better than this company. Do not recommend.”

55. Unknown to these patients was the fact that Dr. Jahrsdorfer earlier abandoned his

post—and them. On Friday, June 21, 2024, Quasar received a cryptic message from a Greenville

health care provider indicating that Dr. Jahrsdorfer “is currently out of work” on account of

undisclosed “medical reasons,” and that the doctor “is seeking a three month leave for short-term

disability.” Quasar subsequently relieved Dr. Jahrsdorfer of his duties for cause.

56. On Tuesday, June 25, 2024, things reached an entirely new level. Dissatisfied

patients began gathering in Quasar’s parking lot off Charles Boulevard. With Dr. Jahrsdorfer

gone, Quasar’s staff posted a note on the door instructing patients to go to urgent care or another

walk-in clinic. Quasar’s staff locked the door. Patients started banging on the windows asking to

be let in the building.

57. A crew from a local Greenville television station appeared in the parking lot to

capture video footage. Later in the afternoon, a group of patients again knocked on the front

door. Before they left, one patient left a hand-scrawled message on the front door, a true and

accurate depiction of which is shown below.

16
 i
“That’s bullshit they fired Dr. J so us white folks can’t get our meds,” the message read. “We

urge you all to file lawsuits.” Afraid for their safety, Quasar staff left the building for the day.

58. Upon information and belief, in violation of his non-solicitation obligations, Dr.

Jahrsdorfer informed these patients that Quasar fired him, and incited them to voice their

displeasure at Quasar’s Charles Boulevard location. Upon information and belief, Dr. Jahrsdorfer

did this to harm Quasar and to build a foundation for a competing practice.

59. | Quasar cannot—and will not—stand idly by as Dr. Jahrsdorfer and others destroy

the very practice Quasar purchased and bring its physicians and other hard-working health care

providers and staff into disrepute. Quasar brings this lawsuit to hold Defendants accountable, to

protect its significant investment in Greenville and Pitt County, and to clear the way for the

company to serve the very community it has long desired to serve.

CLAIMS FOR RELIEF

COUNT I
FRAUD
Against ECFM and Dr. Jahrsdorfer

60. Quasar realleges the previous paragraphs.

17
 61. | ECFM and Dr. Jahrsdorfer made various false representations in the APA,

including but not limited to the following:

(a) That “there are no adverse conditions that will interfere with [Quasar’s]

use and enjoyment of or ability to encumber any of the Assets,” when CEFM later maintained

that it could not transfer ownership of the CEFM Facebook page because it was controlled by a

third party;

(b) That the financial statements CEFM provided to Quasar “fairly represent

the financial condition of [CEFM],” when the financial statements understated CEFM’s revenues

attributable to prescription refills and overbilling;

(c) That CEFM “has complied with all, statutes ordinances, regulations,

orders, judgments and decrees of any court, arbitrator or governmental entity or agency,

applicable to Seller, the Business or the Assets, including, without limitation, ... health laws and

regulations and Medicare and Medicaid regulations,” when CEFM and Dr. Jahrsdorfer engaged

in overbilling;

(d) That to CEFM and Dr. Jahrsdorfer’s “knowledge . . . there are no facts or

circumstances that could result in (i) the cancellation or non-renewal of any Reimbursement

Agreement; or (ii) any retroactive adjustment by any payor under any Reimbursement

Agreement,” when CEFM and Dr. Jahrsdorfer engaged in overbilling; and

(e) That neither CEFM nor Dr. Jahrsdorfer “engaged in any activities that are

prohibited under” various federal health care fraud and abuse statutes, when CEFM and Dr.

Jahrsdorfer engaged in overbilling.

62. These representations by CEFM and Dr. Jahrsdorfer were reasonably calculated

to deceive Quasar.

18
 63. CEFM and Dr. Jahrsdorfer made these representations with the intent to induce

Quasar to enter into the APA and the Employment Agreement.

64. Quasar was deceived by these false representations and relied on them to its

detriment by entering into the APA and the Employment Agreement when they otherwise would

not have done so.

65. Quasar was damaged by paying CEFM and Dr. Jahrsdorfer more than $1,000,000

to acquire CEFM’s assets and employ Dr. Jahrsdorfer when Quasar would not have otherwise

entered the transaction.

COUNT II
BREACH OF CONTRACT
Against CEFM and Dr. Jahrsdorfer

66. Quasar realleges the foregoing paragraphs.

67. | The APA and the Employment Agreement are valid, enforceable contracts.

68. Quasar performed its obligations under the APA and the Employment Agreement.

69. CEFM and Dr. Jahrsdorfer breached the APA by, among other things:

(a) Failing to provide services related to transitioning ownership of assets

from CEFM to Quasar;

(b) Breaching the representations and warranties contained in the APA as set

forth above;

(c) Failing to transfer ownership of the CEFM Facebook account;

(d) — Breaching the non-competition obligations in the APA; and

(e) Breaching the non-solicitation obligations in the APA.

70. Dr. Jahrsdorfer breached the Employment Agreement by, among other things:

(a) Failing to devote his “best efforts and full professional time” to Quasar;

19
 (b) Failing to perform his designated duties at all times from Quasar’s office

on Charles Boulevard;

(c) Taking excessive paid time off;

(d) Failing to abide by the reasonable professional polices and procedures

promulgated by Quasar;

(e) Failing to conduct his practice at all times in a competent, professional,

and ethical manner, and in accordance with all applicable laws and regulations;

(f) Misappropriating patient lists for unauthorized purposes;

(g) Violating his non-compete obligations by working to establish a

competing practice and soliciting patients to join the same; and

(h) Violating his non-solicitation obligations.

71. CEFM and Dr. Jahrsdorfer’s breaches damage Quasar.

COUNT III
INDEMNIFICATION
Against CEFM and Dr. Jahrsdorfer

72. Quasar realleges the foregoing paragraphs.

73. The APA is a binding contract between Quasar, CEFM, and Dr. Jahrsdorfer.

74. The APA provides that CEFM and Dr. Jahrsdorfer are to indemnify Quasar from

all Losses incurred as result of breach of CEFM and Dr. Jahrsdorfer’s representations and

warranties.

75. As alleged above, CEFM and Dr. Jahrsdorfer breached their representations and

warranties under the APA.

76. Quasar incurred Losses arising out of CEFM and Dr. Jahrsdorfer’s breaches of

their representations and warranties.

77. Quasar is entitled to recover its Losses under the APA.

20
 COUNT IV
MISAPPROPRIATION OF TRADE SECRETS
Against Dr. Jahrsdorfer and Doreen Jahrsdorfer

78. Quasar realleges the foregoing paragraphs.

79. Quasar’s patient lists contain information which is valuable for not being

generally known and is not readily ascertainable through reverse engineering. These patient lists

are trade secrets owned by Quasar.

80. Quasar takes reasonable steps to maintain the secrecy of its patient lists, including

by storing the lists on password-protected computer systems and limiting access to the

information contained in the lists to employees with a need to know it.

81. Upon information and belief, Dr. Jahrsdorfer and Doreen Jahrsdorfer

misappropriated Quasar’s patient lists by copying them or otherwise duplicating the information

contained in the lists.

82. Dr. Jahrsdorfer and Dorreen’s misappropriation of Quasar’s trade secret patient

lists was willful.

83. Dr. Jahrsdorfer and Doreen’s actions violate the North Carolina Trade Secrets

Protection Act, N.C. Gen. Stat. §§ 66-152 to 66-157.

COUNT V
TORTIOUS INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE
Against Dr. Jahrsdorfer and Danny Jahrsdorfer

84. Quasar realleges the foregoing paragraphs.

85. Dr. Jahrsdorfer has worked to induce patients to refrain from doing business with

Quasar.

86. | Danny Jahrsdorfer, by operating the CEFM Facebook page and inviting negative

reviews of Quasar, has also induced patients to seek care from sources other than Quasar.

21
 87. But for Dr. Jahrsdorfer and Danny’s efforts, patients incited by their activities

would have remained with Quasar.

88. Dr. Jabrsdorfer and Danny’s actions were without justification.

89. Quasar has lost revenues on account of Dr. Jahrsdorfer and Danny’s tortious

actions.

COUNT VI
CONVERSION
Against CEFM, Dr. Jahrsdorfer, and Danny Jahrsdorfer

90. Quasar realleges the foregoing paragraphs.

91. Quasar is the rightful owner of the CEFM Facebook page.

92. Quasar has asked CEFM and Dr. Jahrsdorfer to transfer ownership of the CEFM

Facebook page, but they have declined, stating that the page is operated by Danny Jahrsdorfer.

93. Danny has refused to transfer ownership of the CEFM Facebook page.

94. CEFM, Dr. Jahrsdorfer, and/or Danny’s retention of ownership and control of the

CEFM Facebook page is wrongful and ownership should be transferred to Quasar.

95. Quasar is damaged by CEFM, Dr. Jahrsdorfer, and Danny’s unauthorized

ownership of the CEFM Facebook page.

COUNT VII »
COMMON LAW TRADEMARK INFRINGEMENT
Against CEFM, Dr. Jahrsdorfer, and Danny Jahrsdorfer

96. Quasar realleges the foregoing paragraphs.

97. Quasaris the owner of all CEFM’s assets, including the CAROLINA EAST

FAMILY MEDICINE brand name.

98. | CEFM, Dr. Jahrsdorfer, and/or Danny Jarhsdorfer are using the CAROLINA

EAST FAMILY MEDICINE brand name to operate the CEFM Facebook page.

22
 99. CEFM, Dr. Jahrsdorfer, and/or Danny Jarhsdorfer’s use of the CEFM Facebook

page occurs in commerce, influencing patients’ purchasing decisions.

100. CEFM, Dr. Jahrsdorfer, and/or Danny Jarhsdorfer’s use of the CAROLINA

EAST FAMILY MEDICINE brand name in connection with the CEFM Facebook has caused

and is likely to cause further confusion in the marketplace regarding the association of the

content on the page with Quasar.

101. Quasar is damaged by these actions.

COUNT VII
CIVIL CONSPIRACY
Against Dr. Jahrsdorfer and Doreen Jahrsdorfer

102. Quasar realleges the foregoing paragraphs.

103. Dr. Jahrsdorfer and Doreen agreed to commit at least the wrongful act of

soliciting Quasar’s patients and misappropriating Quasar’s trade secrets and other confidential

material.

104. Dr. Jahrsdorfer and Doreen both acted to further this agenda.

105. Quasar was damaged by Dr. Jahrsdorfer and Doreen.

JURY TRIAL

Quasar demands a trial by jury on all issues so triable.

PRAYER FOR RELIEF

WHEREFORE, Quasar respectfully prays that this Court:

A. Issue a temporary restraining order, preliminary injunction, and permanent

injunction requiring CEFM, Dr. Jahrsdorfer, and/or Danny Jarhsdorfer to transfer ownership of

the CEFM Facebook page;

23
 B. Issue a temporary restraining order, preliminary injunction, and permanent

injunction requiring Dr. Jahrsdorfer to return and/or destroy any patient lists in his possession, to

abide by his non-solicitation and non-compete obligations;

C. Issue a preliminary and permanent injunction preventing CEFM, Dr. Jahrsdorfer,

and Danny Jahrsdorfer from infringing the CAROLINA EAST FAMILY MEDICINE trademark;

D. Award Quasar all cognizable damages for fraud, breach of contract,

indemnification, misappropriation of trade secrets, tortious interference with prospective

economic advantage, conversion, common law trademark infringement, and civil conspiracy;

E. Award Quasar punitive damages;

F, Award Quasar its attorney’s fees and costs; and

G. Award any other relief to Quasar which this Court deems necessary and proper.

Respectfully submitted this the 28th day of June, wf

Chap
Jémes R. Lawwtenog/ il \ —
NC Bar No. 44,56(
ENVISAGE LAW
2601 Oberlin Rd, Ste 100
Raleigh, NC 27608
Phone: 919.755.1317
Fax: 919.782.0452
E-mail: [email protected]

24
 VERIFICATION

STATE OF FLORIDA

COUNTY OF COLLIER
sworn, deposes and says that I am the
I, SEAN A. FEINBERG, after first being duly
ne North Carolina, PLLC, in the foregoing
Chief Executive Officer of Quasar Family Medici
Complaint, and the same is true of my
cause of action, that I have read the foregoing Verified
and things therein set forth upon information
own personal knowledge, except as to such matters

true.
and belief, and, as to those matters I believe them to be

Seen
Chief‘Execttive Officer
Quasar Family Medicine North Carolina,
PLLC

Swom To and Subscribed Before

y ves
Me, this 2 Thay of June 2024.

l a. * * — Commissi on *
# HH 362489
:
NOTARY PUBLIC

My Commission Expires: ) /p. 7 fy

 EXHIBIT A

Asset Purchase Agreement

QUASAR_1
 AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of

December 28, 2023 (the “Agreement”), is by and among Quasar Family Medicine North Carolina, PLLC,
a North Carolina professional limited liability company (“Buyer”), Carolina East Family Medicine, P.A., a
North Carolina professional association (“Seller”), and Charles E. Jahrsdorfer, M.D. (the “Principal”),
and. The Buyer, the Seller, and the Principal may be referred to individually herein as a “Party” and collectively
they may be referred to as the “Parties”. This Agreement and such other agreements as shall be necessary to
effectuate the transactions herein may each be referred to individually as a “Transaction Document” and,
collectively, as the “Transaction Documents.”

RECITALS

WHEREAS the Seller operates a medical practice that provides family medicine services (the
“Business”).

WHEREAS the Buyer desires to purchase, acquire, and accept assignments from the Seller
substantially all of the Seller’s assets and the Seller desires to sell and assign to Buyer such assets(the
“Transaction” .

WHEREAS the Buyer’s affiliate, Quasar Health Solutions, L.P. (QHS”) was originally intended to be,
but is no longer, a party to the Transaction.

WHEREAS the Parties and QHS originally entered into an asset purchase agreement dated as of
December 19, 2023, which was amended on December 20, 2023 (the “Original APA”) and the Parties now
wish to amend, fully restate, and replace the Original APA with this Agreement, and QHS, through its signature
below, consents thereto.

NOW, THEREFORE, in consideration of the execution and delivery of the Transaction

Documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:

1.1 Asset Purchase.

(a) Except only for the Excluded Assets, which are set forth in Section 1.1(d) below,
and subject to and upon satisfaction or waiver by the Buyer of the terms and conditions of this Agreement, at
the Closing (as defined in Section 2 herein), Seller shall transfer, sell, convey, assign and deliver to Buyer,
pursuant to a Bill of Sale in the form attached hereto and made a part hereof as Exhibit A (the “Bill of Sale”),
and Buyer shall purchase from Seller, all right, title and interest to and in, Seller’s assets used by in connection
with the Business, as the same existed immediately prior to the Closing whether or not reflected on the books
and records of Seller (the “Assets”), but including, without limitation, the following:

(i) all tangible assets used in the Business whether owned or leased,
including, without limitation, all instruments, tools, medical equipment,
supplies and office equipment and all fixtures and improvements;

(i) all inventories of clinical supplies and instruments, inventory, paper

goods, raw materials, finished goods, demonstration equipment, parts,
packaging materials and other products, materials, or accessories related
thereto that are held at, or are in transit from or to, the locations at which
the Business is conducted or that are used or held for use by Seller;

QUASAR_2
 all of Seller’s right, title, and interest under manufacturers’ and vendors’
warranties in connection with the assets being transferred hereunder, to
the extent assignable or transferable;

(wv) all real property interests described on Schedule 1.1(a)(iv) hereto, and
all improvements and fixtures thereon and/or affixed thereto, and all
rights of way, easements, leaseholds, and other estates and rights, relating
to any of the foregoing;

(v) subject to the receipt of any required third party consents, all of Seller’s
right, title and interest (subject to Seller’s rights to access copies as
provided in Section 12 herein) in and to those assignable contracts,
agreements, leases, licenses, franchises, purchase orders, sale, license or
service orders, permits, instruments, commitments, arrangements,
understandings, including, without limitation, all license, service,
maintenance, supply, purchase, distribution, advertising and promotional
services agreements to which Seller is a party or by which Seller or the
Business is bound or under which Seller has any rights or is entitled to
any benefits, relating to any of the Business or the Assets (in each case,
whether written or oral and including all amendments thereto), all as set
forth on Schedule _1.1(a)(v) hereto under the heading “Assigned
Agreements” (collectively, “Assigned Agreements”);

(v1) all software programs (including source and object codes and related
documentation for software owned by or licensed to Seller and used in
connection with or developed for support of the operations of the
Business, including, without limitation, the software programs identified
on Schedule 1.1(a)(vi) attached hereto, as well as the internet web sites
used by Seller with respect to the Business and the related universal
resource locators (“URLs”) used in connection therewith, each of which
is set forth on Schedule 1.1(a)(vi);

all insurance proceeds and rights thereto derived from loss, damage, or
destruction of or to any property or assets included in the Assets, to the
extent claims were not made or did not accrue prior to the Closing to
repair or replace the lost, damaged, or destroyed items;

all files, documents, instruments, papers, books and records, in Seller’s

possession, custody or control relating to the Business, operations,
condition of (financial or other) results of operations and assets and
properties of Seller (subject to Seller’s rights to access copies as provided
in Section 12 herein), including without limitation, mailing lists other
than confidential patient information and related documentation,
financial statements and related work papers and letters from
accountants, personnel records and files, budgets, ledgers, journals,
computer files and programs; retrieval programs, operating data and
plans and environmental studies and plans;

(xx) all telephone numbers, facsimile numbers, electronic addresses, and

passwords used in connection with the Business;

QUASAR_3
 (x) all intellectual property, copyrights and trademarks owned by Seller,
whether or not registered;

(xi) Seller’s inventory of vaccines, pharmaceuticals, tools, and medical

disposables,

(xii) Seller’s patients’ medical records; and

(xiti) Seller’s goodwill

(xiv) all intangible personal property of Seller relating to or in connection with

the Business or Assets, and all of Seller’s rights, title to and interest
therein and thereunder, and all guaranties, warranties, indemunities,
privileges, claims, causes of action and options relating or pertaining to
the Business, the Assets, and the Assigned Agreements at the Closing to
the extent assignable or transferable; and

(xv) all other assets and property of Seller used or held for use in connection
with the Business.

[Intentionally omitted]

At Closing, the Seller shall deliver to Buyer physical possession of all of the
Assets at the locations where they are then located.

Notwithstanding anything to the contrary herein, the following assets of

Seller are not being sold hereunder and shall not be included in the term “Assets,” (collectively the “Excluded
Assets”):
(i) the assets described on Schedule 1.1(d)(i) hereto,

(i) all cash, cash equivalents, securities and short-term investments held by
Seller;

(iit) any accounts receivable of Seller existing as of the Closing Date, a correct
and complete list of which including customer names, invoice number,
invoice amount, and payor, is set forth on Schedule 1.1(d)(iii) (“Seller’s
Accounts Receivable”);

(tv) amounts due to Seller for services provided but not billed as of the
Closing Date;

(v) any Medicare, Medicaid or other third-party payor contract and contracts
of Seller that are not listed on Schedule 1.1(a)(v) attached hereto under
the heading “Assigned Agreements”;

(vi) all of Seller’s non-transferable contracts, certificates, permits, and

licenses used in the Business;

(vit) claims against third parties related to Seller’s operations prior to Closing;

QUASAR_4
 (viii) any rights to tax refunds, Employee Retention Tax Credits or claims
under or proceeds of insurance policies related to the Business or the
Assets with respect to periods prior to the Closing;

(xx) all employee benefit plans of Seller within the meaning of

Section 3(3) of the Employee Retirement Income Security Act of 1972,
as amended, which are presently in effect and relate to the operation of
the Business, including any assets owned or held by any such plan;

any distributions of risk pool fund and/or preferred provider

organization holdbacks related to services provided prior to the Closing;

(x) all prepaid expenses

(xi) all causes of action, judgments, claims or demands of whatever kind or

description relating to the Business or the Assets which Seller has or
may have against any individual or entity (each a “Person”) from actions
ot omissions by the Seller or any such Person arising prior to the
Effective Time on the Closing Date.

(xiii) all policies of insurance naming Seller as of the Closing Date;

(xiv) cellular telephone and number used by the Principal; and

(xv) personal items owned by the Seller or Principal including artwork,

plaques, and other personal items.

(d) Seller shall transfer, convey, and assign to Buyer title to all of the Assets at
the Closing, free and clear of any liens, pledges, charges, mortgages, security interests, restrictions, easements,
ltabilities, claims, encumbrances or right of others of every kind and description (collectively, “Liens”).

1.2 Liabilities.

(a) Liabilities Not Assumed. Except as specifically provided in this Agreement

and in Section 1.2(b) below, Buyer shall not assume, pay, honor, discharge or otherwise become responsible
for any liabilities or obligations of Seller, and all such liabilities and obligations shall remain solely those of
Seller, and Seller shall pay, perform, and discharge, all such obligations and liabilities of Seller promptly when
due in accordance with their terms. Without limiting the generality of the preceding sentence and except as
specifically provided in Section 1.2(b), Buyer shall not assume or become responsible for:

@) any liabilities or obligations of Seller including, without limitation, any

personal obligations of any member or officer of Seller incurred in any
capacity, including those arising out of any claim, litigation or
proceeding, or any contract, license, commitment, or other agreement
relating to the operations of the Business or the occurrence of any
event on or before the Closing including, without limitation, accounts
payable of the Business;

@) any obligations, liabilities, undertakings, Liens, or restrictions to which

the Assets or the Business are subject arising before the Closing;

QUASAR_5
(ui) any liability or obligation arising out of or related to past, present or
future actions, litigations, suits, enforcement actions, proceedings,
atbitrations or governmental or regulatory authority investigations,
audits or otherwise, including, without limitation, demand or directive
letters or correspondence, or of notice regarding any of the foregoing
involving the Assets, the Business, Seller or any member of Seller to
the extent the foregoing relate to events, acts or omissions arising
before the Closing;

Gv) any liability or obligation, in contract, tort or strict liability or for

violation of any law by Seller or any officer, manager, member,
employee or agent of Seller that arises out of or results from any act,
omission, occurrence or state of facts arising before the Closing;

any compensation obligations or any liabilities or obligations of Seller

atising out of or in connection with any employee benefit plan of Seller
or any other liabilities or obligations of Seller to any employees with
respect to his or her service to the Business before the Closing,
including but not limited to any liability or obligation for any payroll
due for services rendered prior to the Closing and severance pay due
any employee of Seller upon his or her termination of employment
(except for any obligations under any Assigned Agreements between
the Seller and any such employees arising after the Closing Date) and
any and all accrued but unpaid or unused, as applicable, salary, wages,
expenses, vacation, sick leave or paid time off, bonuses and other
benefits to the extent that such liabilities or obligations are owed as a
result of acts, omissions, occurrences or state of facts before the
Closing. For purposes of determining eligibility for participation in
Buyet’s benefit plans with respect to those employees of Seller retained
by Buyer, Buyer shall credit each such employee for time employed by
Seller.

any liabilities or obligations of Seller for indebtedness for borrowed

money, and any and all obligations to any secured party in connection
with any of the Assets;

subject to Section 1.3(c), any liabilities, or obligations of Seller for any

type of taxes owed by Seller whatsoever;

all Medicare, Medicaid and other third-party payor obligations arising

from any acts or omissions for any period prior to the Closing,
including without limitation, any retroactive denial of claims, civil
monetary penalties or any gain on sale that may be recognized by any
of the foregoing as a result of the transactions, contemplated herein;
and

any other liabilities or obligations of any nature relating to the

operations of the Business or the occurrence of any event before the
Closing, whether known or determined as of the Closing or unknown
ot undetermined as of the Closing.

QUASAR_6
 (b) Liabilities Assumed. Subject to the terms and conditions set forth in this
Agreement, effective as of the Closing Date, the Buyer shall assume and agree to pay, perform, and discharge,
when due, the obligations set forth in Schedule 1.2(b) and of Seller under the Assigned Agreements to the
extent such obligations arise after the Closing and relate to goods ot services sold or provided after the
Closing. Those liabilities assumed by the Buyer pursuant to this Section 1.2(b) are referred to herein as the
“Assumed Liabilities.”

1.3 Purchase Price.

(a) As consideration for the sale, assignment, conveyance, transfer and delivery
of the Assets, the Buyer’s Assumption of the Assumed Liabilities and the Seller’s and Principal’s Restrictive
Covenants (as defined below), Buyer shall pay to Seller =a
(the “Purchase Price”).

(b) The Purchase Price shall be payable as follows:

(i) at Closing, at Seller’s direction and on behalf of Seller, Buyer shall

pay out of the Purchase Price, by wire transfer or delivery of other
immediately available funds, Seller’s aggregate Indebtedness, if any,
under any debt instrument secured in full or in part by Liens on the
Assets (the “Indebtedness Amount”) as set forth in Schedule
1.3(b)(i) hereof;

(it) at Closing, the Seller shall, out of the Purchase Price, pay the
Seller’s Broker the Success Fee, a portion of which shall be wired
to the Buyer’s Broker as provided in Section 3.18 and as set forth
on Schedule 1.3(b)(ii); and

(iit) at Closing, the Purchase Price shall be reduced by the amount of

any compensation or benefits owed to Seller’s employees and
independent contractors for the period preceding the Closing Date,
the amount of which is set forth on Schedule 1.3(b)(iii) (the “Pro
Rata Payroll and Benefits’)

(iv) at Closing, the Buyer shall deliver a promissory note to the Seller,
which shall be subordinated to Buyer’s lenders, in the amount of
MMMM substantially in the form attached hereto as Exhibit B
(the “Subordinated Promissory Note”).

(v) at Closing, Buyer shall deliver to, or on behalf of, Seller and the
Principal, as applicable, an amount equal to the Purchase Price less
the sum of (A) the Indebtedness Amount, (B) the Success Fee, (C)
the Pro Rata Payroll and Benefits, and (D) the principal amount of
the Subordinated Promissory Note, by wire transfer of immediately
available funds to such account(s) as Seller and the Principal, as
applicable, shall designate in writing (the “Closing Payment”).

(c) Each Party hereto agrees (a) that the Purchase Price for the Assets will be
allocated for all federal and state tax purposes (including but not limited to, income, excise, sales, use, personal
property and transfer taxes, and otherwise) among the Assets in accordance with Schedule 1.3(c) attached
hereto and made a part hereof which is in accordance with Section 1060 of the Intemal Revenue Code, (b) to
file separately a Federal Form 8594 with its Federal Income Tax Return consistent with such allocation for the

QUASAR_7
tax year in which the Closing Date occurs, and (c) that no party will take a position on any tax returns or filings
with any governmental or regulatory authority charged with the collection of taxes or having jurisdiction over
the transaction contemplated hereunder or in any judicial proceeding, that is in any manner inconsistent with
the terms of the allocation set forth on Schedule 1.3(c). The Seller shall be responsible for any and all sales,
transfer or comparable taxes and other charges resulting from this transaction.

(d) All prepaid items and similar accrued expenses with respect to the Assets,
shall be prorated between Seller and Buyer as of 11:59 p.m. on the day immediately preceding the Closing Date.

1. Closing. The closing of this transaction (the “Closing”) shall take place remotely by telephone,
mail, electronic mail, virtual meeting (e.g., via Zoom, Microsoft Teams, or a comparable virtual meeting
platform). The Closing shall occur on December 28, 2023 or such other date as the Parties may mutually agree.
The date on which the Closing takes place is referred to herein as the “Closing Date”, with the Closing effective
as of 12:01 A.M. on the Closing Date.

2. Representations and Warranties of Seller and Principal. In order to induce the Buyer to enter
in this Agreement and to consummate the transactions contemplated by this Agreement, the Seller and the
Principal hereby jointly and severally represents and warrants to the Buyer as of the date hereof and as of the
Closing Date as follows:

3.1 Organization, Qualification and Authority.

(a) Seller is a professional association, duly organized, validly existing and in

good standing under the laws of the State of North Carolina and is in good standing as a foreign limited lability
company in all jurisdictions in which it conducts business or owns assets. Seller’s execution and delivery of this
Agreement and each of the other Transaction Documents delivered by Seller at the Closing, and the
performance by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all
necessaty actions and proceedings of Seller. This Agreement and each of the other Transaction Documents
executed and delivered by Seller at the Closing are valid and legally binding upon Seller and are enforceable
against it in accordance with its terms (except as may be limited by bankruptcy, insolvency or other Laws
affecting creditors’ rights generally, or as may be modified by a court of equity).

(b) Seller has full corporate power and authority to execute and deliver this
Agreement and each other Transaction Document to which it is a party, to perform its obligations under this
Agreement and each other Transaction Document, and to consummate the transactions contemplated under
this Agreement and each other Transaction Document, including, without limitation, to sell and transfer the
Assets and the Business pursuant to this Agreement. Seller has taken all necessary corporate action to execute
and deliver this Agreement and each other Transaction Document to which it is a party, to authorize its officers,
managers, members, and all other authorized personnel to execute and deliver this Agreement, and to execute
and deliver such further documents as are necessary and proper to consummate the terms and provisions of
this Agreement. The execution and delivery by Seller of this Agreement and each other Transaction Document
to which it is a party, and the performance by Seller of its obligations hereunder and thereunder, have been
duly and validly authorized by the members and manager of Seller.

(c) The owners of all of the issued and outstanding ownership interests of Seller
ate set forth on Schedule 3.1(c). There are no outstanding agreements, options, warrants, rights, contracts,
calls, puts or other agreements or commitments providing for the disposition or acquisition of any of the
ownership interests of Seller.

(d) Principal is licensed to practice medicine, and is in good standing to do so, in

the State of North Carolina.

QUASAR_8
 3.2 Title to the Assets.

(a) Seller has good and marketable title to the Assets. With regard to those
Assets in which Seller possesses leasehold interests, such leasehold interests are valid and, transferable except
as set forth on Schedule 3.2(a). Upon the sale, assignment, transfer and conveyance of the Assets to Buyer
as contemplated under this Agreement, there will be vested in Buyer good and marketable title to all of the
Assets, free and clear of all Liens, and there are no adverse conditions that will interfere with Buyer’s use and
enjoyment of or ability to encumber any of the Assets, subject to the terms of any leases or contracts, in any
respect or that will impede the Buyer’s ability to use the Assets in connection with the provision of patient care
services. All Assets used in the Business ate set forth on Schedule 3.2(a).

(b) Except as indicated on Schedule 3.2(b) attached hereto, none of the Assets
is subject to any Lien. All Liens set forth on Schedule 3.2(b) have been or will be terminated and/or released
on or prior to the Closing Date.

(c) Seller is not obligated to offer any individual or entity (each a “Person”) the
opportunity to purchase any Assets prior to or simultaneously with offering the Buyer the opportunity to
purchase the Assets that has not been expressly waived by such person or entity in writing prior to Closing. No
Person has a right of first refusal or a right of participation with respect to the sale of any of the Assets by Seller
that has not been expressly waived by such Person in writing prior to Closing and delivered to the Buyer

(d) Except as set forth in Schedule 3.2(d) attached hereto, as of the Closing
Date, the Assets which have an individual fair market value in excess of $5,000, are free of defects and
deficiencies, in good operating condition and repair, normal wear and tear excepted, and suitable for the
purposes used, are adequate and sufficient for the operations and conduct of the Business as currently operated,
and comply with and are being operated and otherwise used in full compliance with all laws, ordinances,
statutes, regulations and other legal requirements applicable to such Assets.

3.3 Financial Statements. Seller has delivered to the Buyer copies of Seller’s compiled
financial statements of Seller for the six (6) month period ended June 30, 2023, and the years ended
December 31, 2022, December 31, 2021, and December 31, 2020 (collectively, the “Financial
Statements”). Except for the variations expressly noted in Schedule 3.3 hereto, all of the Financial Statements
have been prepared from the financial records of Seller on the cash basis, and in accordance with generally
accepted accounting principles (“GAAP”), consistently applied, and fairly present the financial condition of
Seller, as at their respective dates and the respective results of the operations of Seller and of the Business, for
the periods covered thereby. The Financial Statements do not contain any items of special or nonrecurring
income ot any other income not earned in the ordinary course of business except as expressly specified therein
and include all adjustments necessary for such fair presentation.

3.4 Absence of Certain Changes. Except as set forth in Schedule 3.4 attached hereto,
since September 30, 2023 (the “Interim Date”), there has not been: (i) any transaction by Seller not in the
ordinaty course of business; (ii) any damage, destruction or loss to any of the Assets with a fair market value in
excess of $1,000, whether or not covered by insurance, (iii) any sale or transfer of any of the Assets, except in
the ordinary course of business; (iv) any Lien placed on any of the Assets; (v) any amendment or termination
of any contract or agreement to which Seller was a party in connection with the Business as of the Intenm
Date; (vi) any increase in, or commitment to increase, the fees or compensation payable or to become payable
to any of the employees or agents of Seller; (vii) any incurrence or assumption of, or taking any property subject
to, any liability by Seller in connection with the Business; (viii) any alteration in the manner in which Seller
maintains its books, accounts or records, or in the accounting practices reflected in those accounts or records,
or any change in any assumption underlying any method of calculation of bad debts, contingencies or other
reserves from that reflected in the Financial Statements; (ix) any acquisition or lease by Seller of or commitment
to acquite ot lease, any realty or any item of furniture, machinery or equipment; (x) any waiver of any claim or

QUASAR_9
right; or (xi) any agreement or understanding to undertake any of the foregoing actions described in Sections
3.4(1)-(x) above.

3.5 Certain Payments. Neither the Seller, nor the Principal nor the Business, or, to the
knowledge of the Seller and/or the Principal, any directors, officers, agents or employees or any other Person
associated with or acting for or on behalf of Seller has directly or indirectly in connection with the
Business: (a) made any unlawful contribution, gift, bribe, rebate, payoff, influence payment, kickback or other
payment to any person or entity, regardless of form, whether in money, property or services, including without
limitation: (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business
secured, ot (iii) to obtain special concessions or for special concessions already obtained, for or in respect of
Seller, or (b) established or maintained any fund or asset that has not been recorded in the books and records
of the Business.

3.6 Violation of Other Instruments. Exceptas set forth in Schedule 3.6 attached hereto,
neither the execution and delivery of this Agreement nor any other Transaction Document, nor the
consummation of the transactions contemplated hereby or thereby, violates: (i) subject to any required third
party consents, any agreement of the Seller or the Principal, (ii) the articles of organization, the operating
agreement ot any governing documents of the Seller or (iii) any statute, ordinance, regulation, order, judgment
or decree of any court or governmental agency, department or board, or conflicts with or will result in any
breach or acceleration of any of the terms of or will constitute a default under or result in the termination of or
the creation of any Lien pursuant to the terms of any contract or agreement to which the Seller is a party or by
which the Seller or any of the Assets is bound. No consent, approval, or authorization of, or filings with, any
governmental authority or any other Person is required to be obtained by Seller in connection with the
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby,
except for required consents set forth in Schedule 3.6 or to the extent failure to obtain would not have a
material adverse effect on the Business or Assets taken as a whole.

3.7 Legal Matters. Exceptas set forth in Schedule 3.7 attached hereto, there are no suits,
actions, claims, investigations, administrative proceedings or other proceedings, criminal, civil, or quasi civil,
pending or, to the knowledge of the Seller or the Principal, threatened by or against the Business, the Assets,
or the Seller. Seller knows of no facts or ciccumstances that could reasonably be expected to give rise to any
claim, investigation, administrative proceeding or other proceeding, criminal, civil, or quasi civil that would be
requited to be disclosed under this Section 3.7.

3.8 Compliance with Applicable Law.

(a) General. The Seller is not in default under any, and the Seller has complied
with all, statutes, ordinances, regulations, orders, judgments and decrees of any coutt, arbitrator or
governmental entity or agency, applicable to the Seller, the Business or the Assets, including, without limitation,
all laws, statutes and regulations related or incident to the licensure, credentialing and certification of providers
of professional medical services, physicians and health professionals, health and safety matters, employment
and labor laws, health laws and regulations and Medicare and Medicaid regulations. The Seller has no
knowledge of any basis for assertion of any violation of the foregoing or for any claim for compensation or
damages or otherwise arising out of any violation of the foregoing. The Seller has not received any notification
of any asserted present or past failure to comply with any of the foregoing that has not been satisfactorily
responded to in the time period required thereunder.

(b) Permits. Set forth in Schedule 3.8(b) attached hereto is a complete and
accurate list of all licenses, certificates, permits, approvals, franchises, notices, and authorizations issued by
governmental entities or other regulatory authorities, federal, state, or local (collectively, the “Penmits”), held
or required to be held by the Seller or the Principal in connection with the Business. The Permits set forth
in Schedule 3.8(b) are all the Permits required for the conduct of the Business as currently operated. All the

QUASAR_10
Permits set forth in Schedule 3.8(b) ate in full force and effect. Neither the Seller nor the Principal has engaged
in any activity that would cause or permit revocation or suspension of any Permit, and no action or proceeding
seeking to or contemplating the revocation or suspension of any Permit is pending or to Seller’s Knowledge
threatened. There are no existing defaults or events of default or events or state of facts which, with notice or
lapse of time or both, would constitute a default by the Seller or the Principal under any Permit. Neither the
Seller nor the Principal has knowledge of any default or claimed or purported or alleged default or state of facts
which with notice or lapse of time or both would constitute a default on the part of any party in the performance
of any obligation to be performed or paid by any patty under any Permit.

(c) Medicare and Medicaid. The Seller, the Principal, and each employee of
Seller is, and has at all times been, in compliance with all laws, rules and regulations of Medicare, Medicaid and
other governmental health care programs, and has filed all claims and other forms substantially in the manner
prescribed by such laws, rules and regulations. Except as set forth on Schedule 3.8(c), neither the Seller, nor
the Principal, nor any employee or independent contractor of the Seller has been subject to any audit, during
the last 6 years, relating to improper and/or fraudulent Medicare or Medicaid procedures or practices. To
Seller’s Knowledge, thee is no basis for any claim or request for recoupment or reimbursement from the Seller,
the Principal or any employee or independent contractor of the Seller, or for reimbursement by the Seller, the
Principal or any employee or independent contractor of the Seller, to or by any federal or state agency or
instrumentality or other provider reimbursement entities relating to Medicare or Medicaid. No deficiency
(either individually or in the aggregate) in any such claims, returns, invoices, cost reports and other filings,
including claims for overpayments or deficiencies for late filings, has been asserted or threatened by any federal
or state agency or instrumentality or other provider reimbursement entities relating to Medicare or Medicaid
claims or any other third-party payor and there is no basis for any claims or requests for reimbursement.

(d) Principal. (i) the Principal has not been convicted of a criminal offense
related to health care, (ii) the Principal has not been listed as debarred, excluded or otherwise ineligible for
participation in federal health care programs, and (iii) no criminal charges or proposed debarment or exclusion
is pending against the Principal.

(e) Taxes. The Seller has filed or caused to be filed on a timely basis all federal,
state, local, foreign, and other tax returns, reports, and declarations (collectively, “Tax Returns”) required to be
filed by the Seller. All Tax Returns filed by or on behalf of the Seller are true, complete, and correct. The Seller
has paid all income, estimated, excise, franchise, gross receipts, capital stock, profits, stamp, occupation, sales,
use, transfer, value added, property (whether real, personal or mixed), employment, unemployment, disability,
withholding, social security, workers’ compensation and other taxes, and interest, penalties, fines, costs and
assessments (collectively, “Taxes”), due and payable with respect to the periods covered by such Tax Returns
(as reflected thereon). There are no tax liens on any of the properties or assets, real, personal, or mixed, tangible,
or intangible, of the Seller or the Principal. The Seller has not incurred any Tax liability other than in the ordinary
course of business. No deficiency in Taxes for any period, with respect to the Seller, has been asserted by any
taxing authority which remains unpaid at the date hereof (the results of any settlement being set forth
on Schedule 3.9 attached hereto), and no written inquiries or notices have been received by the Seller from
any taxing authority with respect to possible claims for Taxes. Neither the Seller nor the Principal has any
reason to believe that such an inquiry or notice is pending or threatened or that there is a basis for any additional
claims or assessments for Taxes. The Seller has not agreed to the extension of the statute of limitations with
respect to any Tax Retum or Tax period. The Seller has delivered to Buyer copies of the federal and state
income or franchise or other type of Tax Returns filed by the Seller for the years ended December 31, 2020,
December 31, 2021, and December 31, 2022.

3.10 Environmental Matters.

(a) Except as set forth in Schedule 3.10(a) hereto, no Hazardous Substance (as
hereinafter defined) is present or at any time has been stored, treated, released, disposed of or discharged on,

QUASAR_11
about, from or affecting the Facilities during the period of any ownership, lease or occupancy thereof by the
Seller, except for products that have been used, maintained and disposed of in compliance with all applicable
laws, rules and regulations and all applicable manufacturer instructions, and The Seller has no actual knowledge
of any liability that is based upon or related to any enviconmental condition, and there is no reasonable basis
for any such liability arising. The term “Hazardous Substance” as used in this Agreement shall include, without
limitation, gasoline, oil and other petroleum products, explosives, radioactive materials and related and similar
materials, and any other substance or material defined as a hazardous, toxic, or polluting substance or material
by any federal, state, or local law, ordinance, rule, or regulation, including, without limitation, asbestos, and
asbestos-containing materials.

(b) Except as set forth on Schedule 3.10(b) hereto, the Seller has not, nor to
the knowledge of the Seller, has any prior or current owner, tenant or occupant of any part of the Facilities,
received (i) any notification or advice from or given ot been requited to have given any report or notice to any
governmental agency or authority or any other person, firm or entity whatsoever involving the use,
management, handling, transport, treatment, generation, storage, spill, escape, seepage, leakage, spillage,
emission, release, discharge, remediation or clean-up of any Hazardous Substance on or about the Facilities or
caused by the Seller or any affiliate, guest, invitee, patient or other Person, or (ii) any complaint, order, citation
or notice with regard to a Hazardous Substance or any other environmental health or safety matter affecting
the Facilities, or any business or operations conducted at any of the Facilities under the federal Comprehensive
Environmental Response, Compensation and Liability Act or under any other federal, state or local law,
ordinance, rule or regulation.

3.11 Agreements. Schedule 3.11 attached hereto contains a true, complete and accurate
list of all those contracts and other agreements to which the Seller or the Principal is a party, related, in each
case to the Business or the Assets, or by or to which the Seller’s assets or properties are bound or subject as
such instruments relate to the Business or the Assets, including without limitation, those which: (1) are for the
purchase or sale in excess of $500 of materials, supplies, equipment, inventory or services; (ti) are franchise or
other royalty contracts or similar contracts material to the Business; (iti) are contracts for the grant to any Person
of any preferential rights to purchase any of the Seller’s assets or properties; (tv) are leases of real or personal
property with respect to the Business; (v) are capital or other leases relating to any Assets; (vi) are employment,
personal service, or other executory contracts; (vii) all contracts with insurance payors or any other Person
relating to reimbursements; are contracts with hospitals, clinics or comparable instrumentalities, or (viii) are
material to the business or are contracts to be assigned to the Buyer which do not fit into one of the
aforementioned categories (collectively the “Material Agreements”). The Material Agreements shall be
organized on Schedule 3.11 under the following two headings: “Assigned Agreements” and “Material
Agreements Not Assigned to or Assumed by Buyer.”

3.12 ‘Third-Party Reimbursement. A list of all third-party reimbursement agreements

relating to the operation of the Business (the “Reimbursement Agreements”) is set forth on Schedule 3.12,
Complete copies of the Reimbursement Agreements that are currently in force have been delivered to Buyer
prior to the execution of this Agreement. To the knowledge of the Seller and the Principal, and except for the
transactions contemplated hereby, there are no facts or circumstances that could result in () the cancellation or
non-renewal of any Reimbursement Agreement; or (ii) any retroactive adjustment by any payor under any
Reimbursement Agreement.

3.13 Inspections and Investigations. Except as set forth and described in Schedule
3.13: (i) no right of the Seller nor the right of any licensed professional or other individual employed by or
under contract with the Seller to receive reimbursements pursuant to any government program or private non-
governmental program under which Seller directly or indirectly receives payments (‘Payor Programs”) related
to the Business has been terminated or otherwise adversely affected as a result of any investigation or action
whether by any federal or state governmental regulatory authority or other third party payors; (1) neither the
Business nor the Seller, has, during the past five (5) years, been the subject of any inspection, investigation,

QUASAR_12
sutvey, audit, monitoring or other form of review by any governmental regulatory entity, trade association,
professional review organization, accrediting organization or certifying agency based upon any alleged improper
activity nor has the Seller received any notice of deficiency during the past five (5) years in connection with the
operations of the Business; and (iii) there are not presently any noticed outstanding deficiencies or work orders
related to the Business of any governmental authority having jurisdiction over the Seller or the Business or
requixing conformity to any applicable agreement, or any statute, regulation, ordinance or other law, including
but not limited to, the Payor Programs. Attached as part of Schedule 3.13 are copies of all reports,
correspondence, notices, and other documents relating to any matter described or referenced therein.

3.14. Fraud and Abuse; False Claims. Except as set forth and described in Schedule 3.14,
neither the Seller nor the Principal has engaged in any activities that are prohibited under 42 U.S.C. §§ 1320a-
7, 1320a-7a, 1320a-7b, 1395nn, and 1396b, 31 U.S.C. § 3729-3733, and the federal TRICARE statute (or other
federal or state statutes related to false or fraudulent claims) or the regulations promulgated thereunder pursuant
to such statutes, or related state or local statutes or regulations, or which ate prohibited by rules of professional
conduct, including but not limited to the following: (a) knowingly and willfully making or causing to be made
a false statement or representation of a fact in any application for any benefit or payment; (b) knowingly and
willfully making or causing to be made any false statement or representation of a fact for use in determining
rights to any benefit or payment, (c) failing to disclose knowledge by a claimant of the occurrence of any event
affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with
intent to fraudulently secure such benefit or payment; and (d) knowingly and willfully soliciting or receiving any
remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in
kind or offering to pay or receive such remuneration (i) in return for referring an individual to a person for the
furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or
in part by Medicare or Medicaid or any other Payor in any case in which such action would be prohibited by
any applicable law, rule or regulation, or (ii) in return for purchasing, leasing, or ordering or arranging for or
recommending purchasing, leasing, or ordering any good, facility, service or item for which payment may be
made in whole or in part by Medicare or Medicaid or any other Payor in any case in which such action would
be prohibited by any applicable law, rule or regulation. Neither the Seller nor the Principal has knowledge of
any facts or circumstances which could result in any claim by Medicare, Medicaid, or any other Payor for any
retroactive adjustments.

3.15 Rates and Reimbursement Appeals. Except in the ordinary course of the Seller’s
business, neither the Seller, nor the Principal nor any employee of the Seller has any rermbursement or payment
rate appeals, disputes or contested positions currently pending before any governmental authority or any
administrator of any Payor Programs with respect to the Business.

3.16 Licenses. The Seller does not produce or distribute any product, nor perform any
service, under a proprietary license granted by another entity and has not licensed its rights in any current or
planned products, designs, or services to any other entities. The Seller has the right to use all computer
software, including all property rights constituting part of that computer software, used in connection with the
Business (the “Computer Software”). A list of all written licenses pertaining to the Computer Software (other
than over the counter “shrink-wrap” software licenses) is set forth in Schedule 3.16 attached hereto (the
“Computer Licenses”). To the knowledge of the Seller and the Principal, the Computer Licenses are valid and
enforceable by the Seller and the use of the Computer Software and the Computer Licenses do not infringe
upon or conflict with the rights of any third party. The Seller has not granted any licenses to use the Computer
Software or any sub-licenses with respect to any of the Computer Licenses.

3.17 Insurance. The Seller maintains insurance policies in connection with the Business as
set forth in Schedule 3.17, attached hereto along with a brief description of each such insurance policy
including limits of coverage. Such policies are in full force and effect and all premiums due thereon ptior to or
on the Closing Date have been paid in full. The Seller shall maintain all such policies through the Closing
Date. The Seller has complied with all the provisions of such policies maintained by Seller in connection with

QUASAR_13
the Business. There are no notices of any pending or threatened termination or premium increases with respect
to any of such policies. Except as set forth on Schedule 3.17, Seller has not, within the past three years had
any casualty loss or occurrence that may give rise to any claim of any kind not covered by insurance and the
Seller is not aware of any occurrence which may give rise to any claim of any kind not covered by
insurance. Except as set forth on Schedule 3.17 no third-party has filed any claim against the Seller for
personal injury or property damage of a kind for which liability insurance is generally available which is not
covered by the Sellex’s insurance policies. All claims against the Seller that are covered by insurance have been
reported to the insurance carrier on a timely basis.

3.18 Brokers. The Seller shall be solely responsible for paying any fee due to Rob Norris
d/b/a Cardinal Business Brokers (“Seller’s Broker’) arising out of or related to this Agreement and the other
Transaction Documents, each of which shall be paid out of the Purchase Price at the Closing in accordance
with Section 1.3(b)(ii) of this Agreement. Neither Seller nor the Principal has entered into an agreement with
ot promised any Person other than Seller’s Broker a commission, fee or other payment arising out of, related
to, or in connection with the transactions contemplated by this Agreement and the other Transaction
Documents.

3.19 Patents, Trademarks, Copyrights, etc. Set forth on Schedule 3.19 attached hereto 1s
a list and brief description of all of the patents, registered and common law trademarks, service marks, trade
names, copyrights and other similar rights of the Seller and applications for each of the foregoing. The Seller
owns, or has licensed through valid and enforceable licensing agreements, all right, title and interest in and to
all such proprietary rights. No adverse claims have been made and no dispute has arisen with respect to any of
said proprietary rights, and, to the knowledge of any of the Seller and the Principal, the operations of the
Business and the use by the Seller of such proprietary tights do not involve infringement or claimed
infringement of any patent, trademark, service mark, trade name, copyright, license, or similar nght.

3.20 Licensure.

(a) Employees. Each Person employed by or contracted with the Seller to

perform professional services is duly licensed to provide such services and is otherwise in compliance with all
applicable federal, state, and local laws, rules and regulations relating to such professional licensure and
otherwise meets the applicable qualifications to provide such professional services. Each Person now or
formerly employed by or contracted with Seller, during the previous three years, to provide professional
services was duly licensed to provide such services during all applicable periods when such employee or
independent contractor provided such services on behalf of Seller. Seller is, and at all trmes has been, in
compliance with all applicable state laws and precedents relating to the practice of medicine, and there are no
claims, disputes, actions, suits, proceedings or investigations currently pending, filed, commenced, or threatened
against or affecting Seller relating to such laws and precedents.

(b) Employment Agreements; Independent Contractor Agreements. A list of

each employment agreement and each independent contractor agreement to which the Seller is a party is set
forth on Schedule 3.20(b). Except as described on Schedule 3.20(b), each employment agreement and
independent contractor agreement is terminable at-will by Seller without lability except for payments due
through the termination date of the employee’s or contractor’s employment or engagement, as applicable.

(c) Licensing and Certification of Principals. Except as set forth on Schedule

3.20(c) attached hereto, (i) the Principal is board certified in family medicine (1) each Principal’s license to
practice medicine has never been revoked, restricted, suspended or subjected to terms of probation in any state,
(ii) each Principal has never been sanctioned, disciplined or reprimanded by any state licensing board or by any
state or local medical society or specialty board, (iv) the Principal has not been denied membership or
reappointment of membership on the medical staff of any hospital, nor has the Principal’s medical staff
membership or clinical privileges ever been revoked, restricted, suspended or subjected to terms of probation

QUASAR_14
for any medical disciplinary case or reason (other than for reasons solely arising from the failure to timely
prepare medical records), nor has any Principal voluntarily relinquished such Principal’s medical staff
membership or clinical privileges at any hospital under threat of discipline.

3.21. Books and Records. The books and records of the Seller are complete and correct,
have been maintained in accordance with good business practices, consistently applied, and accurately reflect
the basis for the financial position and results of operations of the Seller set forth in the Financial Statements.

3.22 Leased Real Property. The Seller does not own, and has never owned, any real
property. The only real property leased to or by Seller in connection with the Business are the premises leased
by Sellet’s affiliate, CEFM Properties, LLC (“Landlord”) to the Seller (the “Leased Real Property” or the
“Facilities”), which lease will be terminated effective as of the Closing Date pursuant to that certain Termination
of Lease between the Landlord and the Seller. The Leased Real Property is held subject to a written lease or
other agreements which is valid and effective in accordance with their respective terms, and there are no existing
defaults or events of default, or events which with notice or lapse of time or both would constitute defaults
thereunder on the part of the Seller. The Seller has no Knowledge of any default or claimed or purported or
alleged default or state of facts which, with notice or lapse of time or both, would constitute a default on the
part of any other party in the performance of any obligation to be performed or paid by such other party under
any lease.

3.23 Facilities.

(a) To Seller’s Knowledge, the buildings, appurtenances, and fixtures comprising

the Facilities are in good operating condition, normal wear and tear excepted, and are in the aggregate sufficient
to satisfy the current business activities as conducted there.

(b) The Facilities: (i) have direct access to public roads or access to public roads
by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably
anticipated transportation requirements of the Business as presently conducted at such parcel; and (ii) are served
by all utilities in such quantity and quality as are sufficient to satisfy the current sales levels and business activities
as conducted at such locations.

(c) Neither the Seller nor the Principal has received notice of any condemnation
proceeding or special assessment with respect to any portion of the Facilities or any access thereto, and, to the
knowledge of the Seller and the Principal, no proceedings or special assessments are contemplated or pending
by any governmental or regulatory authority.

3.24 Employees. Set forth in Schedule 3.24 is a list of all employees and independent
contractors of the Seller and their respective positions, job categories, salaries, wages, or fees, as applicable and
accrued benefits. Except as set forth in Schedule 3.24, the transactions contemplated by this Agreement will
not result in any liability for severance pay to any Person. Except as set forth in Schedule 3.24, neither the
Seller nor the Principal has informed any employee or independent contractor providing services to the Seller
that such person will receive any increase in compensation or benefits or any ownership interest in the Seller
as a result of the transactions contemplated hereby.

3.25 Employee Benefit Plans. Except as set forth in Schedule 3.25 attached hereto, the
Seller does not maintain or sponsor, or contribute to, any pension, profit-sharing, savings, bonus, incentive or
deferred compensation, severance pay, medical, life insurance, welfare, or other employee benefit plan. All
pension, profit-sharing, savings, bonus, incentive or deferred compensation, severance pay, medical, life
insurance, welfare or other employee benefit plans within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (hereinafter referred to as “ERISA”), in which the
employees participate (such plans and related trusts, insurance and annuity contracts, funding media and related

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agreements and arrangements being hereinafter referred to as the “Benefit Plans”) comply with the
requirements of the United States Department of Labor (“DOL”) and the Internal Revenue Service (“IRS”),
and with all other applicable laws, rules or regulations and the Seller has not taken or failed to take any action
with respect to the Benefit Plans which could reasonably be expected to create any liability on the part of the
Buyer. Each “fiduciary” (within the meaning of Section 3(21)(A) of ERISA) as to each Benefit Plan has
complied with the requirements of ERISA and all other applicable laws, rules, or regulations in respect of each
such Benefit Plan. The Seller has furnished to the Buyer summary descriptions of all Benefit Plans. The
financial statements and annual reports and returns related to such Benefit Plans are true and correct. In
addition:

(a) To Seller’s Knowledge, each Benefit Plan intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS as to its qualification,

No “prohibited transaction” (within the meaning of Section 406 of ERISA

or Section 4975(c) of the Code) has occurred with respect to any Benefit Plan;

(c) No provision of any Benefit Plan or of any agreement, and no act or omission
of Seller in any way limits, impairs, modifies, or otherwise affects the right of Seller unilaterally to amend or
terminate any Benefit Plan after the Closing, subject to the requirements of applicable law,

(d) Other than claims in the ordinary course for benefits with respect to the
Benefit Plans, there are no actions, suits, or claims (including claims for income taxes, interest, penalties, fines,
or excise taxes with respect thereto) pending or threatened with respect to any Benefit Plan,

(e) All reports, returns and similar documents with respect to the Benefit Plans
required to be filed with any governmental agency have been so filed on or before their due date; and

(f) Any contributions now due or that may become due in connection with any
401(k) Plan administered for the benefit of any employee of the Seller shall be the sole responsibility of the
Seller and shall be immediately paid when due, by the Seller.

3.26 Labor Relations. To the knowledge of the Seller and each Principal, there have been
no violations of any federal, state, or local statutes, laws, ordinances, rules, regulations, orders, or directives with
respect to the employment of individuals by, or the employment practices or work conditions of, the Seller, or
the terms and conditions of employment, wages, and hours. The Seller is not engaged in any unfair labor
practice or other unlawful employment practice and there are no outstanding charges of unfair labor practices
or other employee-related complaints pending or, to the knowledge of the Seller, threatened against the Seller
before the National Labor Relations Board, the Equal Employment Opportunity Commission, the
Occupational Safety and Health Review Commission, the DOL or any other federal, state, local or other
governmental authority. There is no strike, picketing, slowdown or work stoppage or organizational attempt
pending or, to the knowledge of the Seller, threatened against or involving any or the Business. No issue with
respect to union representation is pending or, to the knowledge of the Seller, threatened with respect to the
employees of the Seller. No union or collective bargaining unit or other labor organization has ever been
certified or recognized by the Seller as the representative of any of the employees of the Seller.

3.27 Absence of Undisclosed Liabilities. Seller has no liabilities or other obligations of any
nature arising out of or relating to the Business or the Assets except as otherwise disclosed herein or as reflected
on the Seller’s financial statements previously delivered to the Buyer, and liabilities and obligations incurred in
the ordinary course of business since the date thereof.

3.28 Schedules. All Schedules attached hereto are integral parts of this Agreement and ate
true, complete, and correct in all respects. Nothing in a Schedule shall be deemed adequate to disclose an

QUASAR_16
exception to a representation or warranty made herein, unless the Schedule identifies the exception with
reasonable particularity and describes the relevant facts in reasonable detail including by explicit cross reference
to another Schedule to the Agreement. The Seller is responsible for preparing and arranging the Schedules
corresponding to the lettered and numbered paragraphs contained in this Agreement.

3.29 Disclosure. No representation or warranty made by the Seller or the Principal in this
Agreement or in any Transaction Document is false or inaccurate, and no statement of fact made by Seller
herein or therein contains any untrue statement of fact or omits to state any fact that is necessary in order to
make the statement not misleading.

4. Representations and Warranties of the Buyer. In order to induce the Seller Parties to enter
into this Agreement and to consummate the transactions contemplated by this Agreement, the Buyer represents
and warrants to the Seller Parties as of the date hereof and as of the Closing Date, the following:

4.1 Legal Status. The Buyer is a professional limited liability company, validly existing
and in good standing under the laws of the State of North Carolina. The Buyer’s execution and delivery of this
Agreement and each of the other Transaction Documents applicable to the Buyer and the performance by the
Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions
and proceedings. This Agreement is valid and legally binding upon the Buyer and is enforceable against the
Buyer in accordance with its terms. The Buyer has all requisite power and authority to purchase the Assets.

4.2 No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor
the consummation of the transactions contemplated hereby, violates any provision of the governing documents
of the Buyer, or, to Buyer’s knowledge, any statute, ordinance, regulation, order, judgment or decree of any
court or governmental agency, or, to Buyer’s knowledge, conflicts with or will result in a breach of any of the
terms of or will constitute a default under or result in the termination of or the creation of a lien pursuant to
the terms of any contract or agreement to which Buyer is a party or by which Buyer or any of its assets is bound.

4.3 Brokers. The Buyer has not engaged any broker or other intermediary except
Floridian Real Estate Corp. (whose fee shall be paid by Seller’s Broker). Except for Floridian Real Estate Corp,
the Buyer has not engaged any other Person nor has any obligation to pay any fee or other compensation to
any Person in connection with the transactions contemplated by this Agreement and the Transaction
Documents.

4.4 Legal Proceedings. There are no actions pending or, to the Buyer’s knowledge,
threatened against, the Buyer that challenge or seek to prevent, enjoin, or otherwise delay the transactions
contemplated by this Agreement.

4.5 Full Disclosure. None of the representations and warranties made by the Buyer, or
made in any document furnished, or to be furnished by or on behalf of the Buyer, contains or will contain any
false statement of a material fact, or omits or will omit any material fact the omission of which would be
misleading.

5. [Intentionally omitted].

6. Deliverables.

6.1 Buyer’s Deliverables. At the Closing, the Buyer shall deliver, the following to the
Seller or such other Person as may be provided for in this Agreement, any of which may be waived by Seller in
its discretion:

(a) this Agreement duly executed by the Buyer;

QUASAR_17
 (b) a lease between the Buyer and the Landlord for the premises located at 3282
Charles Blvd, Greenville, NC 27858 and used by the Seller in connection with the Business (the “Lease”,
substantially in the form attached hereto as Exhibit C, duly executed by the Buyer;

(c) resolutions of the Buyer’s manager ratifying and approving this Agreement
and authorizing the Buyer’s execution of any instruments require to effectuate the transaction;

(d) the Closing Payment;

(e) the Bill of Sale Assignment and Assumption Agreement executed by Buyer
(“Bill of Sale”);

() that certain Real Estate Purchase Agreement of even date herewith, by and
between CEFM Properties, LLC and FEINBERG EQUITIES, LLC, duly executed by Feinberg Equities, LLC,
as amended (the “Real Estate Purchase Agreement”) and any amendments thereto;

(g) an employment agreement between the Buyer and the Principal substantially
in the form attached hereto as Exhibit D executed by Buyer (the “Employment Agreement’”’);

(h) a good standing certificate;

(i) all such other documents, instruments, and agreements necessary to effect
the transactions contemplated herein as reasonably requested by Seller.

6.2 The Seller’s and Principal’s Deliverables. At the Closing, the Seller and the Principal
shall deliver to the Buyer the following (collectively the “Seller Parties’ Deliverables”), any of which may be
waived by the Buyer in its discretion:

(a) this Agreement, duly executed by Seller and the Principal;

(b) Joint resolutions of Seller’s Secretary and its sole shareholder ratifying and
approving this Agreement and authorizing the Seller’s execution of any instruments required to effectuate the
transactions contemplated by the Transaction Documents;

(°) the Bill of Sale executed by Seller;

(d) the Real Estate Purchase Agreement, duly executed by CEFM Properties,
LLC.

(e) the Employment Agreement executed by the Principal;

(6) a good standing certificate for the Seller dated as of a date not more than five
(5) business days prior to the Closing Date, as issued by the Secretary of State of the State of North Carolina
and each state in which the Seller is registered to do business (the “Good Standing Certificate”);

(g) payoff and termination of lien letters executed by each creditor in connection
with the Indebtedness Amount (collectively the “Payoff Letters”), if any, a complete list of which is set forth
in Schedule 6.2(g);

QUASAR_18
 (h) consents to the assignment of each Assigned Agreement that requires the
consent of any Person other than the Seller in form and substance acceptable to Buyer in its sole and absohite
discretion (collectively the “Required Consents”);

() the Lease, duly executed by the Landlord; and

(j) all such other documents, instruments, and agreements necessary to effect
the transactions contemplated herein as reasonably requested by Buyer.

7. Conditions Precedent to the Obligations of the Buyer. The obligations of the Buyer to enter
into and complete the transaction contemplated by this Agreement and each of the other Transaction
Documents is subject to the fulfillment on or prior to the Closing Date of the following conditions, any one or
more of which may be waived by the Buyer in its sole discretion:

7.4 Seller Parties’ Deliverables. Buyer shall have received from the Seller and the
Principal the Seller Parties’ Deliverables.

7.2 [Intentionally Omitted].

7.3 Governmental Licenses, Permits and Approvals. Any and all permits and approvals
from any governmental or regulatory body required for the Buyer and the Seller to lawfully enter into this
Agreement and the other Transaction Documents or consummate the Closing of the transactions contemplated
in this Agreement and the Transaction Documents and to engage in the practice of medicine in North Carolina
shall have been obtained by such Party. The Buyer’s affiliate, Dr. Sean Feinberg, M.D., shall have received a
license to practice medicine in the State of North Carolina. Further, the Buyer shall have obtained all licenses,
permits, consents, approvals, and waivers required to operate the Business and the Facilities immediately after
the Closing.

7.4 Authority and Third-Party Consents. The Seller and the Buyer shall have obtained all
consents and authorizations necessary to complete the transactions contemplated in this Agreement and the
Transaction Documents. All consents, permits and approvals from parties to any Assigned Agreements which
may be required in connection with the performance by Seller of its obligations under this Agreement and the
Transaction Documents, or to assute the continuance of such contracts or other agreements in full force and
effect after the Closing Date (without any breach by Seller and without giving any contracting party the night
to terminate or modify) shall have been obtained by the Seller.

7.5 Litigation. No action, suit or proceeding shall have been instituted before any court
ot governmental agency or regulatory body or instituted or threatened by any governmental or regulatory body
to restrain or prevent the carrying out of the transactions contemplated under this Agreement or any
Transaction Document or to seek damages in connection with such transactions.

7.6 [Intentionally omitted].

7.7 Documents Satisfactory. All proceedings to be taken and all documents to be executed
and delivered by the Seller and the Principal in connection with the consummation of the transactions
contemplated hereby shall be satisfactory as to form and substance to the Buyer in its discretion.

7.8 No Material Adverse Change. At Closing the Business and the Assets of Seller shall
be in substantially the same condition as existing on the date of this Agreement and shall not be materially and
adversely affected. To the extent any of the Assets is destroyed, condemned, or suffers a casualty prior to the
Closing Date, the Purchase Price shall be reduced by an appropriate amount. The Seller Parties may update
their disclosure schedules to reflect changes that occurred between the Agreement Date and the Closing Date,

QUASAR_19
provided that any such modification shall be delivered to the Buyer no later than five (5) business days before
the Closing Date. The Buyer’s satisfaction, in its sole discretion, with the disclosure schedules as may be
amended hereby, shall be a condition of the Buyer’s obligation to proceed to the Closing of the transactions
contemplated under this Agreement and the Transaction Documents.

7.9 Due Diligence Analysis. The Closing of the transactions contemplated hereby shall
be expressly contingent upon the Buyer having continuing access to the books, records, assets, vendors,
representatives, and other information concerning the Seller, the Assets, and the Business for Buyer’s due
diligence analysis and the results of such due diligence analysis being satisfactory to the Buyer in its sole and
unfettered discretion.

8. Indemnification.

8.1 Indemnification of the Buyer.

(a) The Seller and the Principal hereby agrees, jointly and severally (subject to
the terms set forth below), to indemnify, defend and hold harmless the Buyer and its officers, directors,
members, partners, employees, agents, representatives, and affiliates from and against all claims, sutts,
obligations, liabilities, damages, and expenses, including, without limitation, reasonable attorneys’ fees
(“Losses”), based upon, arising out of, or resulting from:

(i) any breach of the Seller’s or the Principal’s representations, warranties,

covenants, or agreements contained herein or in any Transaction
Document or in any other agreement or document delivered to Buyer
pursuant hereto;

(ii) any obligation or contract constituting one of the Assigned Agreements,

but only to the extent such obligation, contract or lability accrues, or is
otherwise attributable to the period before the Effective Time of the
Closing;

(ii) any liability of the Seller, regardless of the whether such liability produces
Losses before or after the Closing, but only to the extent such liability
arises from, relates to, or occurs out of, the Seller’s or a Principal’s actions
or omissions before the Effective Time of the Closing;

(tv) and all claims of any third party for alleged liabilities, damages, or
obligations of Seller arising out of, or related to the acts or omissions of
the Seller or any Principal occurring prior to the Effective Time of the
Closing;

(v) any and all claims of any third party, including without limitation, any
interest holder in Seller, related to the distribution of all or any portion
of the Purchase Price;

(vi) any Taxes due for any period preceding the Closing Date,

(vii) any and all actions, suits, proceedings, claims, demands, assessments,
judgments, costs, and expenses, including without limitation, reasonable
attorneys’ fees and expenses, incident to any of the foregoing or incurred
in attempting to oppose the imposition thereof, or in enforcing this
indemnity.

QUASAR_20
 8.2 Indemnification of the Seller Parties. The Buyer hereby agrees to indemnify and hold
harmless the Seller and its officers, members, managers, employees, agents, representatives and affiliates and
the Principal from and against all Losses based upon, arising out of, related to, or resulting from:

(a) any breach of the Buyer’s representations, warranties, covenants, or

agreements contained herein or in any Transaction Document or in any other agreement or document delivered
to Seller pursuant hereto;

(b) any obligation, contract or liability constituting one of the Assumed Liabilities
and Assigned Agreements, but only to the extent such obligation, contract or liability is attributable to the
Buyer’s actions ot omissions after the Effective Time of the Closing;

(c) any and all claims of any third party for alleged liabilities or obligations of the
Buyer related to or occurring from the Buyer’s actions or omissions during the period after the Closing Date,

(d) any and all actions, suits, proceedings, claims, demands, assessments,
judgments, costs, and expenses, including without limitation, reasonable attorneys’ fees and expenses, incident
to any of the foregoing or incurred in attempting to oppose the imposition thereof, or in enforcing this
indemnity.

8.3 Notice and Opportunity to Defend. If any party (the “Indemnitee”) receives notice
of any claim or the commencement of any action or proceeding with respect to which any other party is
obligated to provide indemnification (the “Indemnifying Party”) pursuant to Section 8.1 or 8.2, the Indemnitee
shall promptly, (and in any event within five (5) business days after receiving notice of the claim) give the
Indemnifying Party notice thereof; provided, however, that the failure to deliver such notice shall not be a
condition precedent to any liability of the Indemnifying Party under the provisions for indemnification
contained in this Agreement except to the extent the failure to deliver such notice prejudices the Indemnifying
Party’s ability to defend such proceeding. The Indemnifying Party may compromise and defend, at such
Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving
the asserted liability of the Indemnitee. In any event, the Indemnitee, the Indemnifying Party, and the
Indemnifying Party’s counsel shall cooperate in the compromise of, or defense against, any such asserted
liability; provided, however, that Indemnitee shall not compromise or settle any such matter without
Indemnifying Party’s prior written consent which consent shall not be unreasonably withheld, delayed, or
conditioned. The Indemnitee, at its own expense, can choose to have its counsel participate in the defense of
such asserted liability and/or related settlement determinations, provided, however, the Indemnifying Party’s
counsel shall control such defense and/or related settlement determination. If the Indemnifying Party chooses
to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other
documents within its control that are reasonably necessary or appropriate to such defense.

8.4 Payment. The Buyer may offset against the Holdback any amount the amount of any
Losses for which it reasonably believes it is entitled to indemnification under this Agreement The
Indemnifying Party shall pay the Indemnitee any remaining amount due for indemnification, after offset against
the Holdback if applicable, within thirty (30) days after the establishment thereof (the “Due Date”). Any
amounts not paid by the Indemnifying Party when due under this Section 8.4 shall bear interest from the Due
Date thereof until the date paid at a rate equal to three (3) points above the interest rate announced from time
to time by Dogwood State Bank as its prime or base rate of interest.

8.5 Limitations. Notwithstanding anything in this Agreement to the contrary, the

obligations of Seller and Principals pursuant to Section 8 shall be limited as follows:

QUASAR_21
 (a) Seller and the Principal shall not be required to indemnify the Buyer until the
Buyer’s Losses, individually or in the aggregate, exceed Twenty-T'wo Thousand Dollars ($22,000) (the “Hurdle
Rate”) and, in such event, the indemnifying party shall be required to provide indemnification for the amount
of Losses from the first dollar irrespective of the Hurdle Rate, provided that the Hurdle Rate shall not apply to
or limit indemnity claims based upon fraud, willful misconduct, a Fundamental Representation, intentional
breach, or for a breach by Seller or Principal of the Restrictive Covenants.

(b) The aggregate amount of the Losses for which the Seller Parties shall be liable
with respect to breaches of the representations and warranties made in this Agreement by a Seller Party shall
not exceed $500,000 (the “Indemnity Cap”); provided however that the Indemnity Cap shall not apply to, nor
limit, claims by the Buyer against Seller and/or Principal for Losses based upon fraud, willful misconduct, a
Fundamental Representation, or a breach of the Restrictive Covenants, by Seller or Principal.

(c) Notwithstanding Section 8.5(b), the Indemnity Cap shall not apply to Losses
resulting from a breach of the Seller’s or the Principal’s Restrictive Covenants contained in Section 9 of this
Agreement or for any Losses resulting from fraud.

(d) Indemnification claims shall be reduced by and to the extent that an

Indemnitee shall actually receive proceeds under insurance policies, risk sharing pools, or similar arrangements
specifically as a result of, and in compensation for, the subject matter of an indemnification claim by such
Indemmnitee; provided that the availability of such proceeds for an indemnification claim shall not be a defense
to such claim or be utilized as a means of delaying indemnification payments hereunder.

8.6 Materiality Scrape. For purposes of this Article 8, including for purposes of
determining the existence of any inaccuracy in or breach of any representation or warranty and for calculating
the amount of any Losses with respect thereto, any inaccuracy in or breach of any representation or warranty
shall be determined without regard to any materiality qualifier contained in or otherwise applicable to such
representation or warranty.

9. Non-Compete and Non-Solicitation.

9.1 Commencing on the Closing Date and continuing until five (5) years from the Closing
Date, neither Seller nor Principal shall, directly or indirectly (alone or together with any other Person, including
through employment or engagement as an independent contractor, ownership, management, operation or
control of any other person or entity, or participation in the ownership, management, operation or control of
any other Person, or by being connected with or having any interest in, as a stockholder, agent, consultant or
partner, any other Person), except with respect to billing patients under Seller’s Medicaid Accounts during the
Transition Period (each as defined below), or as permitted under an employment agreement or independent
contractor agreement between the Buyer and such Principal, to do any of the following:

(a) engage in the ownership, operation, control, or management of a family

medicine practice or operate a management services organization for any family medical practice (whether as a
sole practitioner, an employee, independent contractor or otherwise or as a separate business or in conjunction
with each other or with any business, practice, or hospital) (a “Competing Business”) within Pitt County, North
Carolina (the “Service Area”);

(b) have any interest, whether as owner, stockholder, member, partner, director,
employee, officer, consultant or otherwise, in any Competing Business in the Service Area; provided, however,
that the foregoing restriction shall not prevent Seller from owning stock in any Competing Business listed on
a national securities exchange or traded in the over-the-counter market; provided that such Seller does not own
more than an aggregate of five percent (5%) of the stock of such entity;

QUASAR_22
 (c) encourage, induce, solicit, hire, or engage any Person that is an employee or
independent contractor of the Buyer or the Seller, or was an employee or independent contractor within one
year preceding the date of such encouragement, inducement, solicitation, hiring or engagement, for the purpose
ot having the effect of such Person discontinuing his, her or its business relationship with the Buyer.

9.2 The Seller and the Principal recognize that the territorial, time, and scope limitations
set forth in the Restrictive Covenants are reasonable and properly required for the protection of Buyer’s
legitimate interest in protecting its trade secrets and contractual relationships acquired hereunder, among other
interests. In the event that any territorial, time or scope limitation set forth in the Restrictive Covenants are
deemed to be unreasonable by a court of competent jurisdiction, Buyer, Seller and the Principal agree to the
reduction of any or all of said territorial, time or scope limitations to such maximum area, period or scope
permitted by law as said court will deem reasonable under the circumstances in all cases giving effect to the
intent of the Parties hereto that the restrictions contained herein be given effect to the broadest extent possible.
The Seller and the Principal further acknowledge that the Restrictive Covenants contained in this Agreement
have unique value to Buyer, the breach of which cannot be adequately compensated in an action of law.

9.3 From and after the Closing, the Seller Parties shall hold in confidence, unless
compelled to disclose by judicial or administrative process or by other requirements of law, all non-public
documents and information to the extent relating to the Business, the Assets and the Assumed Liabilities (the
“Confidential Information”), except to the extent that such Confidential Information (i) must be disclosed in
connection with the obligations of such Seller Party pursuant to this Agreement or any of the Transaction
Documents or pursuant to applicable law, (ii) can be shown to have been in the public domain through no fault
of the Seller or Principal. Notwithstanding the foregoing, in no event shall this Section 9.3 limit or otherwise
restrict the right of any Seller Party to disclose such Confidential Information (A) to its, his and their affiliates’
respective directors, officers, shareholders, employees, agents and advisors to the extent reasonably required to
facilitate the negotiation, execution, delivery, performance or enforcement of this Agreement and the
Transaction Documents, (B) to any governmental authority or arbitrator to the extent reasonably required in
connection with any Proceeding relating to the enforcement of this Agreement or any Transaction Document,
(C) in connection with its indemnification obligations under this Agreement, including the defense of any third
party claim, (D) in connection with a claim or claims to enforce one or more Seller Party’s rights under this
Agreement or any of the Transaction Documents; and (E) as permitted in accordance with Section 5.1.

The restrictions contained in Sections 9.1, 9.2 and 9.3 herein shall be referred to as the “Restrictive Covenants”.

9.4 Injunctive Relief’ The Seller Parties acknowledge and agree that, in the event of a
breach or threatened breach of the provisions of Section9 of this Agreement, the Buyer would suffer
irreparable injury which cannot be adequately compensated by monetary damages alone and shall be entitled to
obtain from any court of competent jurisdiction, preliminary and permanent injunctive relief restraining the
Seller and/or the Principal, as applicable, from violating the Restrictive Covenants.

9.5 Other Remedies. No remedy provided for in Article 9 shall be construed to be the
exclusive remedy of the Buyer and any and all such remedies shall be held and construed to be cumulative and
not exclusive of any rights or remedies, whether at law or in equity, otherwise available under the terms of this
Agteement, at common law, or under federal, state, or local statutes, rules, and regulations. The substantially
prevailing Party shall be entitled to reimbursement from the other Party or parties, as applicable, of his, her or
its reasonable costs and expenses (including attorneys’ fees and disbursements) of, or related to, such action or
proceeding.

10. Post-Closing Covenants.

(a) Payor Accounts. Following the Closing, Seller will maintain all its third-party payor
reimbursement accounts (the “Payor Accounts”) until the Buyer notifies the Seller that it has obtained its own

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Payor Accounts. During the period between the Closing Date and the date on which the Buyer notifies the
Seller that it has obtained all of its Payor Accounts (the “Transition Period”): (i) the Principal will continue to
treat patients and shall bill the appropriate payor, whether under the Seller’s account with such payor (the
“Seller’s Payor Accounts”) or the Buyer’s account as instructed by the Buyer; (ii) the Seller will instruct each of
the payors with respect to the Seller’s Payor Accounts to deposit funds into a bank account designated by the
Buyer and over which the Buyer will have sole access (the “Dedicated Bank Account”); (ui) shall cooperate in
the establishment of the Dedicated Bank Account as requested by the Buyer; (iv) shall maintain and provide
Buyer with view-only access to any of Seller’s bank accounts into which patient payments are deposited, a true
and complete list of which are set forth on Schedule 10. Following the Closing, Seller will not open any
additional bank accounts for payments by or on behalf of patients, except for those listed on_Schedule 10
without Buyer’s prior consent, which may be withheld in Buyer’s sole and absolute discretion.

(b) Accounts Receivable. Following the Closing, the Buyer will receive all payments on
account of the Seller’s Accounts Receivable and shall remit such payments to the Seller no less frequently than
monthly along with a report providing such reasonable information as is available to Buyer to enable Seller to
apply each such payment. Any payment received by Seller on account of Seller’s Accounts Receivable shall be
transferred to Buyer to enable Buyer to accurately report the status of collected and uncollected payments on
account of the Seller’s Accounts Receivable.

(c) Payments. Should Buyer receive funds or mail that rightfully belongs to Seller under
this Agreement it shall within three (3) business days deliver such funds or mail, as applicable, to Seller, and
should Seller receive funds or mail that rightfully belongs to Buyer under this Agreement it shall within three
(3) business days deliver such funds or mail, as applicable, to Buyer.

11. Termination. This Agreement may be terminated, and the transactions contemplated
hereunder may be abandoned at any time up to and including the Closing Date as follows:

11.1. by the written agreement of all of the Parties;

11.2 upon ten (10) days prior written notice (a) by the Buyer if the Seller is in breach of
this Agreement or (b) by the Buyer if the Seller or the Principal is in breach of this Agreement, and such breach
has not been cured by the breaching Party within ten (10) days after receiving written notice thereof; or

11.3. by the Buyer or the Seller in the event that any of the conditions set forth in Section 7
hereof has not been met by December 31, 2023 (the “Termination Date”), unless waived by the Buyer or the
Seller Parties, as applicable, by the Termination Date.

12. [Intentionally omitted.]

13. Survival.

(a) The Parties agree that the representations and warranties contained in this
Agreement shall survive the Closing and continue in full force for a period of one (1) year from the Closing
Date unless there is a breach of a Fundamental Representation, or there was fraud or willful misconduct when
making the representation and warranty in which case such representation and warranty will continue in full
force and effect for the applicable statute of limitations period governing such representation and warranty.

(b) Except as otherwise expressly set forth herein, each of the covenants set forth
in this Agreement and the indemnification obligations of the parties set forth in this Agreement shall survive
the Closing for the applicable statute of limitations period governing the respective matters set forth therein.

14. Further Assurances.

QUASAR_24
 meee’

(a) Each Party hereto shall, at the request of any other Party, furnish, execute
and deliver such documents, instruments, certificates, notices and further assurances as counsel for the
requesting party shall reasonably deem necessary or desirable to effect complete consummation of this
Agreement and the consummation of each of the Transaction Documents and to carry out the transactions
contemplated hereunder and thereunder, or in connection with the preparation and filing of reports required
or requested by governmental agencies or other regulatory bodies and reconcile and pay, to the extent due, any
amounts due and owing the other party related to prepaid expenses, as set forth in Section 1.3(d).

15. Miscellaneous.

15.1 Notices. Any notice or other communication required, or which may be given
hereunder shall be in writing and shall be delivered personally, sent by certified mail, postage prepaid, return
receipt requested or by a nationally recognized overnight courier, and shall be deemed given when so delivered
personally or by facsimile, or if mailed, five (5) days after the date of mailing as follows:

If to Seller or CHARLES E. JAHRSDORFER

Principal: 1636 MARGARET CT
GREENVILLE NC 27858

With a copy to Colombo Kitchen Attorneys

(which shall not c/o Christian Porter
constitute notice 1698 East Arlington Blvd.
to the Seller or the Greenville, NC 27858
Principal:

If to Buyer: Quasar Family Medicine North Carolina, PLLC

Attn: Sean Alexander Feinberg, M.D.
Manager
3282 Charles Blvd.
Greenville, NC 27858

With a copy to Barry Gosin

(which shall not Gosin Law, LLC d/b/a Merger Nation
constitute notice 600 W. Germantown Pike, Suite 400
to the Buyer): Plymouth Meeting, PA 19462

15.2 Entire Agreement. This Agreement and each of the Transaction Documents
(including the exhibits and schedules hereto and thereto) contains the entire agreement among the Parties with
respect to the transactions contemplated hereby and supersedes all prior agreements, written or oral, with
respect thereto.

15.3 Waivers and Amendments. This Agreement may be amended, modified, superseded,
canceled, renewed, or extended, and the terms and conditions hereof may be waived, only by a written
instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance. No delay on the
pact of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any Party of any right, power, or privilege hereunder, nor any single or partial
exercise of any right, power, ot privilege hereunder, preclude any other or further exercise thereof or the
exercise of any other right, power, or privilege hereunder. The rights and remedies herein provided are

QUASAR_25
cumulative and are not exclusive of any rights or remedies which any Party may otherwise have at law or in
equity.

15.4 Investigations. The representations and warranties of any Party, and the nght to
indemnification for the breach of any such representations and warranties, shall not be effected by any
investigation conducted or knowledge obtained by any other Party, regardless of when such investigation was
conducted, or such knowledge was obtained.

15.5 Governing Law. This Agreement shall be governed and construed in accordance with
the laws of the State of North Carolina without regard to its conflicts of law principles. All actions brought
hereunder, whether in law or in equity, shall be brought in a state or federal court of competent jurisdiction in
Pitt County, North Carolina. Each Party to this Agreement hereby consents to the exercise by such courts of
general personal jurisdiction over such Party so as to enable the court to render personal judgments against the
Party.

15.6 Savings Clause. If any provision of this Agreement, or the application of any
provision hereof to any Person or citcumstances, is held to be legally invalid, inoperative, or unenforceable,
then the remainder of this Agreement shall not be affected unless the invalid provision substantially impairs
the benefit of the remaining portions of this Agreement to each of the Parties.

15.7 Defined Term. As used in this Agreement, the “knowledge” of the Seller shall mean
the actual knowledge, after reasonable investigation, of Dr. Michael Rosenman.

15.8 Exhibits and Schedules. The exhibits and schedules to this Agreement are
incorporated hereby as a part of this Agreement as fully as if set forth in full herein.

15.9 Headings. The headings in this Agreement are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement.

15.10 Assignment. This Agreement and all of the provisions hereof will be binding upon
and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither
this Agreement nor any of the rights, interests or obligations hereunder may be assigned by (x) any Seller Party
without the prior written consent of the Buyer, or (y) the Buyer without the por wnitten consent of the Seller
Parties; provided, however, that the Buyer shall have the right, without the consent of the Seller Parties, to
assign all or any portion of its nights, duties and obligations under this Agreement and under any Transaction
Document to any affiliate of the Buyer.

15.11 Facsimile Signatures. This Agreement may be executed by any Party (the “Originating
Parties”) and transmitted to the other Parties (the “Receiving Parties”) by facsimile, telecopy, electronic
signature (DocuSign, Dropbox Sign, Adobe Sign, etc.) or other form of written electronic transmission, and,
upon confirmation of receipt thereof by the Receiving Parties, this Agreement shall be deemed to have been
duly executed by the Originating Parties. Upon the request of the Receiving Parties, the Originating Parties
shall provide the Receiving Parties with an executed duplicate original of this Agreement.

15.12 Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original and all of which taken together shall constitute a single instrument.

[SIGNATURE PAGE TO FOLLOW]

QUASAR_26
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.

BUYER:
QUASAR FAMILY MEDICINE NORTH
CAROLINA, PLLC, a North Carolina
Professional Limited Liability Company

By: (ly :
Nee ee Alexander Feinberg, M.D.
Titkt: Manager

SELLER:
CAROLINA EAST FAMILY MEDICINE, P.A., a
North Carolina Professional Association

By:
Name: Charles E. Jahrsdorfer, M.D.
Title:

PRINCIPAL:

Charles E. Jahrsdorfer, M.D., individually

QUASAR HEALTH SOLUTIONS, L.P. (solely

for purposes of acknowledging that Original APA is
void and that Quasar Health Solutions, L-P. is not a
patty to this Agreement), through its General Partner,
QUASAR GP, LLC

By: (|
Sean(AlexAnder Feinberg, M.D.
Manager

QUASAR_27
 IN WITNESS WHEREOPF, the parties have executed this Agreement as of the date first above
written.

BUYER:
QUASAR FAMILY MEDICINE NORTH
CAROLINA, PLLC, a North Carolina
Professional Limited Liability Company

By:
Name: Sean Alexander Feinberg, M.D.
Title: Manager

SELLER:
CAROLINA EAST FAMILY MEDICINE, P.A., a
NorthCarolina Professional Association
N
*
\
\

Name: Charles E. Ja@hr8dorfer, M.D.

Tide:

PRINCIPAL:

Charles
E Jahrsdorfer, M.D., individually

QUASAR HEALTH SOLUTIONS, L.P. (solely

for purposes of acknowledging that Original APA is
void and that Quasar Health Solutions, L-P. is not a
party to this Agreement), through its General Partner,
QUASAR GP, LLC

By:
Sean Alexander Feinberg, M.D.
Manager

QUASAR_28
 EXHIBIT B

Employment Agreement

QUASAR_29
 EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 28, 2023
(the “Effective Date”), by and between Quasar Family Medicine North Carolina, PLLC, a North Carolina
professional limited liability company (the “Company”) and Charles E. Jabrsdorfer, M-D., an individual and
resident of the State of North Carolina (the “Employee”).

WHEREAS prior to the date hereof, the Employee served as the sole shareholder of, and rendered
professional services as a medical doctor specializing in family medicine to Carolina East Family Medicine,
PA (the “Practice”).

WHEREAS pursuant to an Asset Purchase Agreement dated as of December 19, 2023 (the “Purchase
Agreement”), as amended by that certain Amendment to Asset Purchase Agreement dated as of December
16, 2023 (the “Purchase Agreement Amendment”), the Buyer has agreed to acquire substantially all the assets
from, and assume certain liabilities of, the Seller (the “Transaction”).

WHEREAS the Transaction will result in a significant personal benefit to the Employee in the
Employee’s capacity as the sole shareholder of Carolina East Family Medicine, P.A (the “Seller”);

WHEREAS the Employee and the Company previously entered into a consulting agreement, dated as
of December 19, 2023 (the “Consulting Agreement”) and the parties now wish to deem the Consulting
Agreement void and to replace it with this Agreement;

WHEREAS the execution by the Employee of an employment agreement on terms satisfactory to the
Company is a condition precedent to the Company’s obligations under the APA.

WHEREAS the Company desires to employ the Employee and the Employee desires to be employed
by the Company on the terms and conditions contained in this Agreement.

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Employee and the Company, intending to be legally bound, hereby
agree as follows:

1. Employment. Subject to the terms and conditions of this Agreement, the Company shall employ the
Employee to render professional services as a medical doctor specializing in Family Medicine, and the
Employee accepts such employment. The Employee has terminated his employment with the Practice.

2. Term. The Company shall employ the Employee for a period commencing on the Closing Date as
defined in the APA (the “Commencement Date”) and ending on the date this is twenty-four (24) months
after the Commencement Date (the “Term”), subject to termination prior to such date pursuant to Section 15
or 17 hereof unless the Term is extended by mutually written agreement between the parties hereto.

3. Duties and Performance. The Employee agrees to devote the Employee’s best efforts and full
professional time to providing services in the practice of medicine on the Company’s behalf, and the
Employee shall maintain the Company’s standards and professional ethics and those of the medical
profession. In addition to rendering professional services as a medical doctor, the Employee is also expected
as part of the Employee’s duties as the Company’s employee to engage in ancillary administrative and
compliance activities, to act as the supervisory physician with respect to the Company’s other pediatricians,
PAs, nurses, and other medical professionals as directed by the Company, and maintain the workload, in each
case as described in more detail on Schedule 1 to this Agreement. The Employee will report to Dr. Sean
Alexander Feinberg, M.D. (“Manager”), or his designee. Except as may be permitted in writing by the

QUASAR_30
Company, the Employee shall not practice medicine other than on behalf of the Company during the Term,
provided that Employee may continue to treat patients on behalf of Carolina East Family Medicine, PA
during the Transition Period (as defined in the APA) when so directed by the Company in its sole discretion.
The Employee may also (i) engage in personal investment activities as long as those investments do not
impair the Employee’s ability to provide services hereunder; (ii) participate in community activities or (iti)
render consultation services in connection with litigation matters in which he is a party or give testimony in
any action in which he is required to appear; provided such activities set forth in the preceding clauses (i) and
(ii) above do not impose additional liability on the Company or detract from the Employee’s ability to
perform the Employee’s duties to the Company. Additional duties of the Employee are set forth belowin this
Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, NOTHING SHALL IMPAIR THE INDEPENDENT MEDICAL JUDGMENT OF
THE EMPLOYEE.

4. Qualifications and Licensure. The Employee shall at all times during the term of this Agreement:
(i) be certified by the American Academy of Family Physicians or an equivalent certifying body in the field of
Family Medicine; (ii) maintain an unlimited and unrestricted license to practice medicine in the State of North
Carolina; (iii) maintain appropriate medical staff membership and privileges at all medical facilities presently
served or serviced by the Employee, and use his best efforts to gain and maintain appropriate medical staff
membership and privileges at any additional medical facilities jointly identified by the Company and the
Employee; (iv) comply with the North Carolina Board of Medicine’s and the Company’s continuing medical
education (“CME”) requirements; (v) carry out the Employee’s responsibilities on a professional, ethical and
diligent basis in order to serve the best interests of the Company’s patients, customers and clients; and (vi)
comply with such other requirements applicable to all of the Company’s physician employees as the Manager
may hereinafter reasonably impose, including without limitation the Company’s rules, regulations, policies and
procedures (the “Rules and Regulations”).

5. Medical Facilities; Location. The Employee shall provide Family Medicine services hereunder at
the Company’s office located at 3282 Charles Blvd., Greenville, NC 27858, or such other location(s) in
Greenville as the Company may determine (the “Medical Office”).

6. Conformity with Laws, Rules, Regulations and Policies. In performing the Employee’s duties
under this Agreement, the Employee shall comply with () all applicable laws, rules and regulations,
ordinances and standards of any governmental, quasi-governmental or private authority having either
mandatory or voluntary jurisdiction over the Company, the Employee, or any medical facility for which the
Employee provides services, (ii) the written bylaws, rules and regulations, policies and procedures of any such
hospital or medical facility, and (ii!) the Company’s Rules and Regulations.

7. Salary; Fringe Benefits.

a. Base Salary. In consideration for the employee’s services hereunder, during the Term the
Company shall pay Employee II or at such other
a
intervals as the Company may determine, but not less frequently than monthly, less applicable
employment taxes.

Performance Bonus. During the Term, the Employee shall be eligible to receive a

The Bonus shall be calculated on a quarterly basis during the

Term. The Bonus will be paid in the month succeeding the end of the quarterly period in which
it was earned. For purposes of this Agreerncnt,

QUASAR_31
 Nee” eee

Fringe Benefits. The Employee will also be entitled to fringe benefits (including medical and
retirement benefits) comparable to those which the Company provides to other physician
employees having tenure, experience, specialties, responsibilities, educational background, and
other qualifications similar to those of the Employee. Notwithstanding the foregoing, the
Employee shall receive at least the following benefits:

i. Paid Vacation and Time Off. Beginning on January 1, 2024, the Employee shall be
entitled to a total of four (4) weeks of paid leave time per year (pro-rated and accrued
pro rata for any period of employment of less than an entire year), said leave time to
include vacation time, other time off and such time as may be taken by the Employee
to satisfy the Employee’s applicable CME requirements. All leave tme must be
coordinated with and approved by the Company to ensure adequate coverage of the
Company’s patients, customers and clients and adequate supervision of the Company’s
clinical staff. All paid leave time must be taken during the year in which it 1s earned and
available, and thus will not be carried forward or usable in any subsequent year unless
the Employee receives the prior written consent of the Manager. No cash payments
will be made by the Company in respect of any earned but unused paid leave time.

iii | Medical Insurance. The Company will provide medical insurance for the Employee
and the Employee’s spouse, if applicable.

ii. Retirement/401(k). The Employee will be entitled to participate in any 401(k) plan,
including any contribution-matching plan established by the Company for its
professional employees.

8. Reimbursement of Expenses. Upon submission of proper documentation and approval, the

Company will reimburse the Employee’s reasonable expenses that were incurred in connection with the
Employee’s employment by the Company and consistent with the Company’s expense reimbursement
policies.

9. Malpractice Insurance.

a. During the Term. During the Term, the Company shall maintain policies of professional
liability insurance on the Employee (including coverage for prior acts) and the Company’s
other employees in such amounts and on such terms as the Company may determine; provided
that such amounts of coverage shall be equal to or greater than $1,000,000 per occurrence /
$2,000,000 in the aggregate. The Employee shall comply with any requirements or standards
imposed on the Employee or the Company by the terms of the insurance, and the Employee
shall furnish such information as the insurer or the Company shall require. The Company shall
advise the Employee of any changes with respect to the insurer or the insurance coverages as
set forth herein. The Employee may recommend counsel to handle medical malpractice claims,
subject to the prior written approval of the insurer.

During the Transition Period. During the Transition Period, the Employee shall maintain
his own malpractice coverage through Carolina East Family Medicine, PA at the levels and
with the deductibles in force immediately prior to the Effective Date, unless otherwise directed
by the Company, and the Company shall reimburse Employee for the cost of maintaining such
coverage.

QUASAR_32
 c. Tail Coverage.

i. If the Employee’s employment is terminated for cause (as defined in Section 15

hereof) or if the Employee terminates his employment with the Company for any
reason, other than for “good reason” (as defined in Section 15(b) hereof) ox the death
or Disability (as defined in Section 17(b)) of the Employee, then, except as hereinafter
provided, the Company shall have the option, but not the obligation, of purchasing
malpractice insurance “tail” coverage, for the period of the applicable statute of
limitations, to provide coverage for the Employee’s professional acts prior to the date
of termination. If the Company acquires this “tail” coverage, its cost shall be borne and
paid by the Employee. If the Employee fails to provide and pay for such tail coverage,
then the Company shall have the right to obtain such tail coverage and deduct and set
off its cost from payments otherwise payable to the Employee.

ii If the Employee’s employment terminates for any reason other than those set forth in
(1) above, the Company, at its sole cost and expense, shall obtain “tail” coverage.
Notwithstanding the foregoing, if, after termination of employment, the Employee
continues in the practice of medicine and maintains malpractice insurance that includes
coverage for the Employee’s acts prior to termination of employment, then the
Employee shall cause the Company to be a named insured as to those prior acts.
Nothing herein shall be construed to permit Employee to practice medicine in
violation of the Restrictive Covenants contained in the APA or in Section 20 of this
Agreement.

10. Fees; Payments. The Company has, and hereby reserves, the sole and exclusive authority to
determine the fees to be charged to the Company’s patients (or a procedure for establishing the fees),
including but not limited to services provided by Employee through Carolina East Family Medicine PA
during the Transition Period. All fees for professional services rendered by the Employee during the Term
(including but not limited to fees for professional services provided through Carolina East Family Medicine
PA during the Transition Period) shall be the Company’s sole and exclusive property (subject to the contract
rights of certain third parties). If, for any reason, any checks, ACH, or other payments for such services
rendered after the Commencement Date are made payable to the Employee or to Carolina East Family
Medicine PA, the Employee will endorse and deliver those checks or payments to the Company. The
Employee also hereby authorizes the Company to endorse and negotiate on the Employee’s behalf any such
checks or payments. In addition, the Employee agrees, upon the Company’s request, to account to the
Company for any such fees which may have been received by the Employee, including identifying the
account(s) into which any such payments were deposited.

11. Acceptance of Patients. The Company shall have the sole and exclusive authority to determine
who will be accepted as patients of the Company’s practice and to designate, and establish a procedure for
designating, which professional employee of the Company will provide medical services to each such patient.

12. Professional Rules and Regulations. The Company shall at all times have the exclusive authority
to establish reasonable professional policies and procedures to be followed by the Employee in rendering
professional services on the Company’s behalf, and the Employee agrees to follow the Rules and Regulations
established by the Company from time to time. The Rules and Regulations shall, where applicable and
appropriate, be applied on a consistent basis to all of the Company’s physician employees, considering each
such physician’s training and experience.

13. Medical Records as Company Property. All medical records, charts, case histones, x-rays,
specimens, tissue samples and lab reports and analyses of or concerning patients treated by the Employee and
all other patients of the Company (“Medical Records”) shall be and remain the Company’s property. During

QUASAR_33
the term of this Agreement and thereafter, the Employee will comply with all of the Company's Rules and
Regulations regarding confidentiality of the Medical Records. The Employee shall have the right to copies of
such Medical Records that are necessary for defense of litigation or are required for patients.

14. [Intentionally omitted]

15. Termination of eement.

a. Termination for Cause. The Company may, in its sole and absolute discretion, terminate the
employment of the Employee hereunder, at any time prior to the expiration of the Term,
immediately upon written notice to the Employee, or at such later time as the Company may
specify in such notice, if such termination is for “cause”. As used in this Agreement, the term
“cause” includes only the following:

i If the Employee’s right to practice medicine in any state is suspended, restricted,

revoked, lapsed (other than a lapse due to the Employee’s voluntary failure to
maintain such license after becoming a nonresident of that state).

If the Employee (i) willfully damages the Company’s property, business, reputation,
or goodwill (ii) steals from the Company, (iit) commits fraud or (iv) embezzles.

If the Employee is convicted of a felony or another crime or violation of moral

turpitude or a violation of a health care law.

iv. If, in the opinion of and subject to the Company’s discretion, the Employee is
continually inattentive to, or neglectful of, the duties to be performed by the
Employee, which is not the result of illness or injury, after notice to the Employee
and a fifteen (15) day opportunity to cure, provided that the Company shall not be
required to provide notice and an opportunity to cure more than once during the
Term.

If the Employee uses any mood altering or controlled substances except as

ptescribed by a physician, or if the Employee uses alcohol to excess while on duty
or in a manner that impairs his judgment while on duty.

If the Employee willfully injures any independent contractor, employee, or agent of

the Company, or willfully injures any Person in the course of the performance of
services for or on behalf of the Company.

If, the Employee’s medical staff privileges or membership in any medical facility are
suspended, restricted, revoked (other than a revocation occurring solely because the
Employee has voluntarily ceased to perform medical services at such hospital with
the Company’s consent), placed under probation, proctoring or observation and
case review.

If a guardian or conservator for the Employee is appointed by a court of competent

jurisdiction.

If the Employee sexually harasses any employee or contractor of the Company or

commits any act which otherwise creates an offensive work environment for
employees or contractors of the Company.

QUASAR_34
 x. The Company is unable to obtain the malpractice insurance required to be obtained
by the Company hereunder, according to terms reasonably satisfactory to the
Company and that are consistent with industry practice.

xii The Employee’s failure for any reason to maintain the Employee’s board
certification in the medical specialty of Family Medicine.

xii If the Employee fails to materially comply with any of the terms or conditions of
this Agreement or any term or condition of any agreement between the Company
and a medical facility for which the Company provides services, and such failure to
comply shall continue for a period of thirty (30) days after notice thereof by the
Company.

The Company shall not be limited to termination as a remedy for any damaging, injutious,
improper, or illegal act by the Employee, but may also seek damages, injunction, or such other
remedy as the Company may deem appropriate under the circumstances. If the Employee’s
employment is terminated for cause, the Employee agrees to vacate the Company’s offices on or
before the effective date of the termination and to return and deliver to the Company at such
time all Company property.

b. Termination by the Employee. Provided that the Company does not have “cause” to terminate
the Employee pursuant to Section 15(a) above, the Employee may terminate the Employee’s
employment with the Company hereunder at any time and for any reason; provided, however,
the Employee must provide to the Company written notice of such determination not less
than one hundred and eighty (180) days prior to the date such termination is to be effective,
and the Employee shall be entitled to receive and be paid solely the Employee’s Base Salary
then in effect, through the effective date of such termination, payable during such period at the
Company’s regular and customary intervals for the payment of salaries as then in effect, and
the Company shall have no further obligation or liability to the Employee hereunder.

c. Termination by the Company without Cause. The Company may, in its sole and absolute
discretion (in accordance with the procedures set forth herein), terminate the employment of
the Employee hereunder, at any time prior to the expiration of the Employee’s employment
term(s) hereunder, without “cause” (as such term is defined in subsection (a) above), or
otherwise without any cause, reason, or justification, provided that the Company provides to
the Employee at least thirty (30) days’ prior written notice (the “Termination Notice”) of such
termination. In the event of any such termination by the Company, (1) the Employee’s
employment with the Company shall cease and terminate on the date specified in the
Termination Notice (ot, if no date is so specified, on the date which is thirty (30) days
following the date of such notice), and (1i) the Employee shall be entitled to receive and to be
paid solely the Employee’s Base Salary then in effect, through the date which is one year
following the termination date specified in the Termination Notice (or, if earlier, one year
following the date of such notice), payable during such year at the Company’s regular and
customary intervals for the payment of salaries as then in effect, and the Company shall have
no further obligation or hability to the Employee hereunder.

16. The Employee’s Duties upon Expiration or Termination. If this Agreement expires or is
otherwise terminated for any reason: (a) Unless the Employee and the Company otherwise agtee in writing,
the Employee will immediately resign from all () director, officer, fiduciary and/or trustee positions held with
the Company, and (ii) staff and similar privileges at any medical facility for which the Company has rendered
medical services at any time during the two-year period prior to the expiration or termination of this

QUASAR_35
Agreement; and (b) the Employee will immediately return to the Company all books and records of the
Company in the Employee’s possession, including, but not limited to, books and records relating to medical
services rendered by the Employee under this Agreement, Medical Records, meeting minutes, board
summaries and financial reports or data.

17. Termination of Employment Upon Death or Disability.

a. Death of the Employee. In the event that the Employee shall die during the Term, the
Employee’s employment with the Company shall immediately cease and terminate and the
Employee’s estate, heirs (at law), devisees, legatees or other proper and legally-entitled
descendants, or the personal representative, executor, administrator or other proper legal
representative on behalf of such descendants, shall be entitled to receive and be paid solely the
Employee’s salary, then in effect, through the Employee’s date of death, payable at the
Company’s regular and customary intervals for the payment of salaries as then in effect, and
the Company shall have no further obligation or liability under this Agreement (other than for
any reimbursement of reasonable out-of-pocket business expenses properly incurred by the
Employee prior to his death and documented to the Company in accordance herewith).

b. Disability of the Employee. In the event that the Employee becomes incapacitated during the
term of his employment hereunder by reason of sickness, accident or other mental or physical
disability such that he is substantially unable to perform his duties and responsibilities
hereunder for a period of 60 consecutive days, or for shorter or intermittent periods
aggregating 90 days during any 12-month period (a “Disability”), the Company thereafter shall
have the right, in its sole and absolute discretion, to terminate the Employee’s employment
under this Agreement by sending written notice of such termination to the Employee or his
legal guardian or other proper legal representative and thereupon his employment hereunder
shall immediately cease and terminate. In the event of any such termination, the Employee
shall be entitled to receive and be paid solely his salary, then in effect, through the date of
termination, payable at the Company’s regular and customary intervals for the payment of
salaries as then in effect, less any amounts, payments or benefits the Employee might receive
under the Company’s disability insurance policy, and the Company shall have no further
obligation or liability under this Agreement (other than for any reimbursement of reasonable
out-of-pocket business expenses properly incurred by Employee prior to his Disability and
documented to the Company in accordance herewith).

18. Limitations on Authority. Unless the Company has given the Employee its express written
consent, the Employee has absolutely no authority to do any of the following:

a. Pledge the credit or assets of the Company (or any Affiliate of the Company) or of any of the
Company’s other employees.

Bind the Company (or any Affiliate of the Company) under any contract, agreement, note,
mortgage, or other instrument (other than routine purchase orders in the ordinary course of
business consistent with the Company’s practices).

Release or discharge any debt due to the Company (or any Affiliate of the Company).

Sell, mortgage, transfer or otherwise dispose of any of the Company’s assets (or any assets of
any Affiliate of the Company).

19. Representations of Employee. The Employee represents and warrants at all times during Term as
follows:

QUASAR_36
The Employee is and shall remain duly licensed and registered and in good standing under the
laws of the State of North Carolina to engage in the practice of medicine, and neither said
license nor registration has been suspended, revoked, or restricted in any manner.

The Employee is qualified for and has obtained, or has applied for, membership, and shall
maintain such membership, in good standing on the medical staff of each hospital in which, in
the opinion of the Company, such privileges are necessary for the Employee to render
services.

The Employee has and will continue to truthfully disclose to the Company the following
matters, whether occurring, at any time during the five (5) years immediately preceding the
date of this Agreement or at any time during the term of this Agreement (1) any actual or
threatened malpractice suit, claim (whether or not filed in court), settlement, settlement
allocation, judgment, verdict, or decree against the Employee; and (i) any disciplinary, peer
review or professional review investigation, proceeding or action instituted against the
Employee by any licensure board, hospital, medical school, health care facility or entity,
professional society, or association, third party payor, peer review or professional review
committee or body, or governmental agency; (iii) any criminal complaint, indictment, or
criminal proceeding in which the Employee is named as a defendant; (iv) any allegation,
investigation, or proceeding, whether administrative, civil, or criminal, against the Employee of
filing false health care claims, violating anti-kickback laws, violating self-referral laws, violating
fee splitting laws, or engaging in other billing impropzieties; (v) any organic or mental illness or
condition that impairs or is likely to impair the Employee’s ability to practice medicine; (vi) any
dependency on, or habitual use or abuse of, alcohol or controlled substances, or any
participation in any alcohol or controlled substance detoxification, treatment, recovery,
rehabilitation, counseling, screening, or monitoring program; (vii) any allegation, investigation
or proceeding, whether administrative, civil, or criminal, against the Employee for violating
professional ethics or standards, or engaging in illegal, immoral, or other misconduct (of any
nature or degree), relating to the practice of medicine; and (viit) any denial or withdrawal of an
Employee’s application in any state for licensure as a physician, for medical staff privileges at
any hospital or other health care entity, for recertification, for participation in any third-party
payment program, for state or federal controlled substances registration, or for malpractice
insurance, or loss of board certification in the medical specialty of Family Medicine for any
reason whatsoever.

The Employee is, and shall remain, board certified or board eligible in the medical specialty of
Family Medicine.

The Employee shall at all times render services to patients in a competent, professional and
ethical manner, in accordance with prevailing standards of medical practice in the relevant
community, perform professional and supervisory services in accordance with recognized
standards of the medical profession, and act in a manner consistent with the Principles of
Medical Ethics of the American Medical Association, American Board of Family Medicine and
all applicable statutes, regulations, rules, orders and directives of any and all applicable
governmental and regulatory bodies having competent jurisdiction.

In connection with the provision of professional services to patients of Company, the

Employee shall use the equipment, instruments, pharmaceuticals, and supplies furnished by or
on behalf of the Company for the purposes for which they are intended and, in a manner,
consistent with sound medical practice.

QUASAR_37
 g. The Employee shall participate in Medicare, Medicaid, workers compensation, other federal
and state reimbursement programs, and the payment plan of any commercial insurer, health
maintenance organization, preferred provider organization, accountable health plan, or other
health benefit program, as directed by the Company, and the Employee has not been
suspended or excluded from participating in any such program.

h. The Employee shall keep and maintain (or cause to be kept and maintained) appropriate
records, consistent with prevailing standards of medical practice in the Employee’s relevant
community, relating to all professional services rendered by the Employee under this
Agreement and shall prepare and attend to, in connection with such services, all reports,
claims, and correspondence necessary or appropriate in the circumstances, as determined
solely by the Company, all of which records, reports, claims, and correspondence shall belong
to the Company.

20. Non-Competition and Non-Solicitation Agreement.

a. The Employee acknowledges and agrees that during the course of the Employee’s employment
the Employee has received and will receive confidential and proprietary information from and
concerning the Company. The Employee also acknowledges and agrees that the Company has
made and/or will make substantial investments in the further development of the Company’s
goodwill and in the Employee’s professional development. The capital expended to develop
this goodwill directly benefits the Employee and should continue to do so in the event that the
relationship between the Company and the Employee is terminated. The Employee further
acknowledges and agrees that the Company would not hire the Employee without the
Employee’s agreement to the restrictions contained in Section 20 of this Agreement.

b. Accordingly, the Employee specifically agrees that, except for (1) the services and duties that
the Employee performs for or on behalf of the Company pursuant to the terms of this
Agreement, (ii) and except for services provided for the benefit of the Company through
Carolina East Family Medicine PA during the Transition Period (as defined in the APA),
during the Restricted Period (as defined in subsection (d) below), the Employee shall not,
directly or indirectly, as an employee, shareholder, principal, agent, consultant, manager,
contractor, advisor, partner, director, officer, control person, operator, or in any other capacity
or manner whatsoever, engage in the practice of Family Medicine at, with, or for, any Person
in Pitt County, North Carolina.

c. The Employee further agrees that during the Restricted Period the Employee will not, directly
or indirectly, (1) solicit the employment of any employee, agent, contractor or consultant of
the Company, or an Affiliate of the Company, who was such at any time during the twelve (12)
months preceding the Employee’s termination of employment with the Company, or (2)
induce any employee of the Company, or any Affiliate of the Company, to leave the employ of
the Company (or of such Affiliate), or (3) solicit any payor contracts from any payor of the
Company (or of an Affiliate of the Company), or otherwise interfere with any such payor, or
(4) solicit or otherwise interfere with any referral sources of the Company or any Affiliate of
the Company, unless in each case the Employee obtains the prior written consent of the
Company.

d. As used in this Agreement, the term “Restricted Period” shall mean and include the Term
and a period of one (1) year following the effective date of the Employee’s termination of
employment with the Company (regardless of the cause, reason, or justification of any such
termination).

QUASAR_38
 (e) In recognition of the substantial nature of such potential damages to the Company
from a breach of Employee’s obligations under this Section 20, the Employee agrees that the
Company shall be entitled to seek specific performance of this provision, and to seek to obtain
injunctive and other equitable relief, and that in addition to other remedies available to the
Company at law and at equity, the Employee will be responsible for the payment of court costs
and reasonable attorneys’ fees incurred by the Company in seeking enforcement the covenant
set forth herein. This Section 20 shall survive the termination of this Agreement and the
termination of the Employee’s employment with the Company. The Employee acknowledges
that the enforcement of this covenant is not contrary to the public health, safety, or welfare in
that the population in the areas set forth herein is adequately served by qualified Family
Medicine physicians. Further, the Employee acknowledges that the Employee’s breach of this
covenant will cause irreparable injury to the Company.

21. Confidentiality.

a. Acknowledgement. The Employee acknowledges and agrees that in the course of rendering
services to the Company and its clients, the Employee will have access to and will become
acquainted with confidential and proprietary information about the professional, business, and
financial affairs of the Company, its Affiliates and its patients, clients, and customers, and that
the Employee may have contributed to or may in the future contribute to such information.
The Employee further recognizes that the Employee is being employed as a key employee, that
the Company is engaged in a highly competitive business, and that the success of the Company
in the marketplace and business depends upon its goodwill and reputation for integrity, quality,
and dependability. The Employee recognizes that in order to guard the legitimate interests of
the Company it is necessary for the Company to protect all such confidential and proprietary
information, goodwill, and reputation.

Proprietary Information. In the course of the Employee’s service to the Company, the
Employee may have access to confidential know-how, business plans, financial information,
patient lists, payor lists, supplier lists, technology, marketing data, and trade secrets, each of
which is confidential. Such information shall hereinafter be called “Proprietary Information”
and shall indude any and all items enumerated in the preceding sentence which come within
the scope of the business activities of the Company as to which the Employee has had or may
have access, whether previously existing, now existing or arising hereafter, whether or not
conceived or developed by others or by the Employee alone or with others dunng the Term,
and whether or not conceived or developed during regular working hours. “Propnetary
Information” shall not include (a) any information which is in the public domain during the
period of service by the Employee or becomes public thereafter, provided such information is
not in the public domain as a consequence of disclosure by the Employee in violation of this
Agreement, and (b) any information not considered confidential information by similar
enterprises operating in the clinical or anatomical laboratory industry or otherwise in the
ordinary course.

Non-Disclosure; Use. The Employee agrees and acknowledges that the Proprietary
Information is of critical importance to the Company and a violation of this Section 21 will
seriously and irreparably impair and damage the Company’s business. The Employee therefore
agrees, while he is an employee of the Company and at all times thereafter, to keep all
Proprietary Information strictly confidential. Except as required by law or order of any court
ot governmental entity or in connection with the proper performance of the Employee’s duties
hereunder, the Employee shall not, directly or indirectly, use or disclose, except in furtherance
of fulfilling the Employee’s duties under this Agreement and the APA (except as required by

10

QUASAR_39
 law ot as necessary to enforce Employee’s rights or defend against a suit arising out of or
related to, this Agreement), any Proprietary Information. Upon any termination of the
Employee’s employment hereunder, the Employee shall deliver to the Company all notes,
letters, documents, tapes, discs, recorded data and records which may contain Proprietary
Information, or in case of electronic data, as directed by the Company, permanently delete
such data which are then in the Employee’s possession or control and shall not retain, use, or
make any copies, summaries or extracts thereof.

22. Invalid Provisions. The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement. The Employee and the
Company agree and acknowledge that the provisions of Sections 20 and 21 are material and of the essence to
this Agreement. If the scope of any restriction or covenant contained herein should be or become too broad
or extensive to permit enforcement thereof to its fullest extent, then such restriction or covenant shall be
enforced to the maximum extent permitted by law, and the Employee hereby consents and agrees that (a) it is
the parties intention and agreement that the covenants and restrictions contained herein be enforced as
written, and (b) in the event a court of competent jurisdiction should detenmine that any restriction or
covenant contained herein is too broad or extensive to permit enforcement thereof to its fullest extent, the
scope of any such restriction or covenant may be modified accordingly in any judicial proceeding brought to
enforce such restriction or covenant, but should be modified to permit enforcement of the restrictions and
covenants contained herein to the maximum extent the court, in its judgment, will permit.

23. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the State of North Carolina without regard to its conflict of laws principles.

24. Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding on the
Employee and the Company and the Employee’s and the Company’s respective heirs, personal
representatives, successors, and permitted assigns; however, that the Employee shall have no right to assign
the Employee’s rights or duties under this Agreement to any other Person. The Company may assign this
Agreement in whole or in part to any Person without prior notice to or consent from the Employee.

25. Notices. Any required notice under this Agreement shall be made and delivered in writing. Delivery
of such notice shall be made (x) if to the Company, to Quasar Family Medicine North Carolina, PLLC, 3282
Charles Blvd., Greenville, NC 27858, Attention: Sean Alexander Feinberg, M.D., Manager; and (y) if to the
Employee, to the last known residential address of Employee as listed in the Company's employment records.
Delivery of such notice shall be deemed to have occurred (1) in the case of hand delivery, when personally
delivered to the other party at such party’s address; or (ii) in the case of mailing, three (3) days after such
notice has been deposited in the United States mails, postage prepaid, by certified or registered mail, with
return receipt requested, and addressed to the other party as set forth in this Agreement; or (iii) in any other
case, when actually received by the other party. Either party may change the address to which notices are to
be given by giving written notice of such change to the other party in accordance with this Section 25.

26. Attorneys’ Fees and Costs. In any action, suit or proceeding to enforce the terms and conditions
of this Agreement, the substantially prevailing party shall recetve and the unsuccessful party shall pay all costs,
fees, and expenses, including reasonable attorney’s costs, fees, and expenses, incurred in enforcing its rights
under this Agreement, including costs, expenses, and fees with respect to trials, appeals and collection.

27. Amendment. This Agreement may not be modified or amended in any manner other than ina
written document signed by both parties.

28. Legislative Limitations. Notwithstanding any other provision of this Agreement, if the
governmental agencies (or their representatives) which administer Medicare or Medicaid, or any other
government third party payor program, or any other federal, state or local government or agency passes,

11

QUASAR_40
issues or promulgates any law, rule, regulation, standard or interpretation at any time while this Agreement is
in effect which prohibits, restricts, limits or in any way adversely changes the method or amount of
reimbursement, compensation or payment for services rendered by the Company (or its physician employees)
under this Agreement, or which otherwise adversely affects either the Employee’s ot the Company’s rights or
obligations hereunder, then (i) the parties hereto shall, promptly upon notice from either party, negotiate in
good faith to amend this Agreement to provide for such reimbursement, compensation or payment for
services in a manner consistent with any prohibition, restriction, limitation and/or which takes into account
any adverse change in reimbursement, compensation or payment for physician services, and (1) in the event
the parties are unable to reach agreement within ten (10) days after said notice is given, the Company shall
assign this Agreement (and the Company’s rights and obligations hereunder) to an Affilate.

29. Miscellaneous.

a. Entire Agreement. The terms of the Employee’s employment with the Company are
exclusively governed by the terms of this Agreement. Any and all prior agreements,
arrangements, promises, representations, discussions, or understandings which either of the
parties may have had conceming the Employee’s employment are hereby canceled, superseded
and of no further force or effect. The Company and the Employee agree that the Consulting
Agreement is void ab initio.

Certain Definitions. The following words shall have the meanings set forth below for
purposes of this Agreement.

i “Affiliate” shall mean and include, with regard to any Person, (a) any Person,
ditectly or indirectly, controlled by, under common control of, or controlling
such Person, (b) any Person, directly or indirectly, in which such Person holds,
of record or beneficially, five percent or more of the equity or voting securities,
() any Person that holds, of record or beneficially, five percent or more of the
equity or voting securities of such Person, (d) any Person that, through
Contract, relationship or otherwise, exerts a substantial influence on the
management of such Person’s affairs, (e) any Person that, through Contract,
relationship or otherwise, is influenced substantially in the management of their
affairs by such Person, or (f) any director, officer, partner or individual holding
a similar position in respect of such Person.

“Contract” means and includes any agreement, contract, commitment,

instrument or other binding arrangement, obligation or understanding, whether
written or oral.

“Person” means and includes any corporation, partnership, joint venture,

company, syndicate, organization, association, trust, entity, authority, or natural
person.

Consent to Jurisdiction; Service of Process. The parties hereby irrevocably submut to the
exclusive jurisdiction of the state courts located in Pitt County, North Carolina and the United
States District Court for the Eastern District of North Carolina, and all courts with appellate
jutisdiction therefrom, in connection with any suit, action or other proceeding arising out of or
relating to this Agreement and hereby agree not to assert, by way of motion, as a defense, or
otherwise in any such suit, action or proceeding that the suit, action or proceeding is brought
in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that
this Agreement or the subject matter hereof may not be enforced by such courts.

12

QUASAR_41
 d. Headings. The article, section and other headings contained in this Agreement are for
reference purposes only and do not affect in any way the meaning or interpretation of any or
all of the provisions of this Agreement.

e. Pronouns and Plurals. Whenever the context may require, any pronoun used tn this Agreement
shall include the corresponding masculine, feminine, or neuter forms, and the singular forms
of nouns, pronouns, and verbs include the plural and vice versa.

f. Construction. The parties acknowledge that each party has reviewed and revised this
Agreement and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this
Agreement.

g. Counterparts: Electronic Signature. This Agreement may be executed in two or more

counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Electronic, facsimile, or photocopied signatures shall
be considered as valid signatures.

2 OK OK OK

IN WITNESS WHEREOEF, the patties hereto have made and entered into this Agreement as of the
date first hereinabove set forth.

QUASAR FAMILY MEDICINE

NORTH CAROLINA, PLLC

[fe —
_ Sean AlexandekFeillberg, MD (Dec 28, 2023 16:56 EST)
By
Sean Alexander Feinberg, M.D.

EMPLOYEE:

Charles E. Jahrsdorfer, M.D.

13

QUASAR_42
 d. Headings. The article, section and other headings contained in this Agreement are for
reference purposes only and do not affect in any way the meaning or interpretation of any or
all of the provisions of this Agreement.

e. Pronouns and Plurals. Whenever the context may require, any pronoun used in this Agreement
shall include the corresponding masculine, feminine, or neuter forms, and the singular forms
of nouns, pronouns, and verbs include the plural and vice versa.

£. Construction. The parties acknowledge that each party has reviewed and revised this
Agreement and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this
Agreement.

g. Counterparts: Electronic Signature. This Agreement may be executed in two or more

counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Electronic, facsimile, or photocopied signatures shall
be considered as valid signatures.

IN WITNESS WHEREOPF, the parties hereto have made and entered into this Agreement as of the
date first hereinabove set forth.

QUASAR FAMILY MEDICINE

NORTH CAROLINA, PLLC

By:
Sean Alexander Feinberg, M.D.

Charles E. JahrsdorferSM.D.

13

QUASAR_43
 Schedule 1
Duties

Patient Care
o This is the primary service to be provided by the Employee
© The Employee is expected to see an average of 35 patients /day
Training New providers
Supervision and guidance for midlevel professional staff
Completing charting and billing in a timely fashion, as directed by Company management
Transitional support for new ownership (operational questions, vendors, consultation, patients and
other transitional matters)
Practice promotion when requested

14

QUASAR_44
 EXHIBIT C

Redacted Version of Schedule 3.24 of APA

QUASAR_45
 egy

Schedule 3.24
[ola
orentnaDasnvemn
tanta Lao ad

Employees

Name Tile [ Here Daje Yeses in

eee [ Agé |
Totpediatl
eo |
:
Panefits fob Deserlation
Chas jes tahesdorter
hes Physkln
HI 3/21/2008

Coreen donestorter Adminisrater af212008

{ha downs Office Mahager 2f11Z2019

Cortney labrsdortes Bider 6/11/2007

te Lyaazla
Danny lahesdorler 7/6{2030 crtent
Charles falvacocfar, 3A t yearn
cuctent

00301746-1

QUASAR_46
 “ecg”

Soni Jabesdexter

Eoridy Dadey Wovieal Antaat,

Casey Everette dOnt Office Receptionlst

OanteHe Harris, LPR BGM Assitant

00301746-1

QUASAR_47
 Xefy O'Quinn Medical Assistant

Ethan Patel Medical Aasutant

Retbcksh Rosbuck Stera Desk Atsaciate

00301746-1

QUASAR_48
 8 Patient Services
rooke Rice Representative

CaRiln Seibeds, OTA tedica] Assistant

Ethan Stal} Medical Assistant

00301746-1

QUASAR_49
 Citnerin Waltons Referred Coorinator LSP

00301746-1

QUASAR_50