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Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 EXHIBIT 5 PERFORMANCE STANDARD GUARANTEES FOR AVOIDANCE OF DOUBT, THIS EXHIBIT 5 DOES NOT APPLY TO CARE NAVIGATION SERVICES RIGHTWAY will provide the following performance guarantees placing up to $10 per Eligible Person at risk for implementation performance guarantees in Year One and $15 per Eligible Person at risk for ongoing performance guarantees each calendar year through the Initial Term with assessments as described for non- compliance. The proposed assessments set forth below are expressed as a percentage of the amount at risk. The amount at risk may be allocated at the Client's discretion provided that: (1) no more than 20% of the total amount at risk for ongoing performance guarantees will be allocated to any one ongoing performance guarantees and an equal allocation of the total amount at risk for implementation performance guarantee will be allocated across the implementation performance guarantees; (2) the total amount allocated equals 100% or less of the total amount at risk; and (3) RIGHTWAY receives written notice of the Client's allocations at least thirty (30) days prior to the Effective Date or the beginning of each Contract Year thereafter. If amount at risk allocations is not provided to RIGHTWAY timely, the total amount at risk will be allocated evenly amongst all performance guarantees in accordance with the terms of this exhibit. Within ninety (90) days after the end of each calendar year as applicable, RIGHTWAY shall report ("PSG Report") to Client RIGHTWAY's performance under each performance guarantee, which shall be measured and reconciled on a calendar year basis. Amounts due resulting from a RIGHTWAY failure to meet any performance guarantee, if any, shall be credited against amounts due from Client to RIGHTWAY upon the next invoice delivered to Client following Client's receipt of the PSG Report. Upon request, RIGHTWAY will provide Client with a quarterly PSG Report within thirty (30) days of request. No performance penalties, if any, will be owed until this Agreement is executed by Client. In no event will the sum of the amounts owed to Client, as a result of RIGHTWAY's failure to meet the performance guarantees exceed the total dollars stated at risk for any given calendar year. Performance guarantees shall be void if the Agreement is terminated before completion of Year One. If Client's go -live date occurs after January V, any amounts owed to Client will be prorated based on the number of complete months in the calendar year for which the performance guarantee results are based, and any termination or expiration of the Agreement before the end of any calendar year shall void the performance guarantees for that year. Unless otherwise specified, the performance guarantees set forth in this exhibit will not apply to products dispensed through Specialty Pharmacy nor for any services not fully delegated to RIGHTWAY. Unless otherwise specified, the performance guarantees will be measured to the decimal precision specified in the target to determine if any penalties are due. Results will be rounded to the nearest whole number or decimal precision specified. Fives will be rounded to the nearest even digit, up or down to the favor of RIGHTWAY. In the event that any failure by RIGHTWAY to meet any performance guarantee is due to a "Force Majeure" as defined in this Agreement, failure of Client to perform its obligations under this Agreement, or actions or inactions of Client that adversely impact RIGHTWAY's ability to maintain the subject standard (e.g., faulty eligibility, changes in benefit design not adequately communicated to Eligible Persons, or benefit designs that substantially change the Eligible Persons' rights under the Plan), RIGHTWAY will be excused 72 This document is CONFIDENTIAL AND PROPRIETARY to RIGHTWAY Healthcare, Inc. and may not be reproduced, transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc.