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R DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 S_URGERYPLUS SERVICES AGREEMENT This SURGERYPLUS SERVICES AGREEMENT (this "Agreement") is made effective as of July 1, 2021 (the "Effective Date") by and between Employer Direct Healthcare, LLC, a Delaware limited liability company with its principal place of business located at 2100 Ross Avenue, Suite 550, Dallas, Texas 75201 ("EDH") and Indian River County, Florida, a political subdivision of the State of Florida with its principal place of business located at 1801 27th Street, Vero Beach, FL, 32960("Sponsor"). EDH and Sponsor are referred to collectively as the "Parties" and individually as a "Party." RECITALS I. Sponsor desires to make available to its employees, their dependents, and other eligible beneficiaries appropriate medical, hospital and other health care services through Sponsor's self-funded health benefits plan(s) (collectively referred to herein as the "Plan"). II. Sponsor exercises discretionary authority and control respecting management of the Plan. III. EDH has contracted with physicians, other licensed health care practitioners, hospitals, and healthcare facilities (collectively, the "Networlr") who or which have agreed to provide certain health care services consistent with the rates and terms negotiated by EDH. IV. EDH, as part of its network offering, provides individuals enrolled in self-funded health benefits plans which utilize the Network with certain administrative, settlement, case management, travel, and logistics services related to such individuals' medical procedures. V. EDH provides self-funded health benefits plans with access to the Network through its branded offering known as SurgeryPlus. VI. Sponsor desires to offer SurgeryPlus to Participants (as defined below) under the Plan. NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the Parties agree as follows: ARTICLE 1. DEFINITIONS The following terms shall have the following meanings in this Agreement (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Business Associate Agreement" has the meaning set forth in Section 6.4 of this Agreement. "Claim" has the meaning set forth is Section 4.3(a) of this Agreement. "Case Rate" means the sum of all allowed charges for Medically Necessary Services provided during or in relation to an Episode of Care (inclusive of all.technical, professional, facility, and other medical services) billed by Providers. Covered Services included in a Case Rate commonly include, but are not limited to: (a) the Medically Necessary Services rendered by a Provider during an Episode of Care (b) equipment used by a hospital or facility; (c) in-hospital or in -facility medications or biologics and supplies; (d) implants; (e) laboratory testing and services; (f) in-hospital meals; (g) hospital confinement days; (h) in-hospital or in -facility nursing care; (i) in-hospital physical therapy; and 0) post -discharge follow-up consultations occurring within the applicable global period defined by the Centers for Medicare & Medicaid Services ("CMS"). Services commonly excluded from a Case Rate include, but are not limited to: (1) medical consultations and certain diagnostic testing provided In advance of a medical procedure to determine whether or not such procedure is a Medically -1-