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A TRUE COPY CERTIFICATION ON LEST PAGE RYAN L. BUTLER, CLLRK Price would yield an annual three percent (3%) or more savings of Net Plan Costs (with Net Plan Costs defined as the sum of the total ingredient cost of Covered Products, Dispensing Fees, claims administrative fees, and consulting fees less Rebates received by Client) under this Agreement, and RIGHTWAY is unable or unwilling to offer new terms and conditions that would result in the savings offered by the competing offer, as determined by the Client or its designee, then Client may terminate this Agreement upon ninety (90) days prior written notice to RIGHTWAY at no cost to Client or its Designee. ARTICLE V TERM AND TERMINATION Section 5.01. Term of Agreement; Automatic Renewal. This Agreement is effective as of the Effective Date above and will continue in full force and effect for a period of three (3) years ("Initial Term"). After the Initial Term has ended, this Agreement will continue from year to year (each a "Renewal Term") unless sooner terminated as described in this Article V. Collectively, the Initial Term and any Renewal Terms are referred to herein as the Term. Section 5.02. Notice of Non -Renewal. This Agreement will not renew for a Renewal Term if either party notifies the other in writing, of its intent not to renew this Agreement no less than sixty (60) days before the end of the then current Term. Section 5.03. General. In addition to the termination rights otherwise specified in this Agreement, the parties may also terminate this Agreement as specified in this Article V. Section 5.04. [RESERVED] Section 5.05. Termination for Cause. (a) Either party may terminate this Agreement at any time upon written notice if. (i) the other party commits a Material Breach of this Agreement, unless the Material Breach is cured within thirty (30) days of notice; or (ii) a change in Law occurs, as provided in Section 7.02 (Change in Law) of this Agreement. (b) RIGHTWAY may terminate this Agreement upon thirty (30) days written notice to Client if Client fails to timely pay amounts due pursuant to Article IV of this Agreement and in the event RIGHTWAY's offset of other monies owed by RIGHTWAY to Client, including Rebates, does not fully cure the Client's outstanding payment failure. (c) Either party may terminate this Agreement immediately upon written notice to the other party if the other party makes an assignment for the benefit of creditors, is the subject of a voluntary or involuntary petition for bankruptcy or is adjudged to be insolvent or bankrupt, or a receiver or trustee is appointed for any portion of its property. (d) Either party may terminate this Agreement without penalty upon ninety (90) days written notice to the other party should the party issuing the notice experience a change in control due to an acquisition during the Term of this Agreement; (e) The parties may agree in writing to terminate this Agreement. Section 5.06. Termination for Convenience. After the first anniversary of the Effective Date of the Agreement, either party may terminate the Agreement without cause upon ninety (90) days written notice 8 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.