Loading...
HomeMy WebLinkAbout2025-126DDocusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 + ri htwa g J RIGHTWAY PHARMACY BENEFIT MANAGEMENT SERVICES AGREEMENT This Pharmacy Benefit Management Services Agreement ("Agreement") is effective as of October 1, 2025 (the "Effective Date") by and between Rightway Healthcare, Inc. ("RIGHTWAY"), and Indian River County Board of County Commissioners ("Client"). Insofar as a provision in this Agreement relates or pertains to Plan administrative functions, "Client" references shall be deemed to refer to the Plan or, as context dictates, the Administrator of the Plan (as defined therein) acting on behalf thereof. Insofar as a provision of this Agreement relates or pertains to Plan settlor functions, including but not limited to payment for services provided to, for and on behalf of the Plan, "Client" references shall be deemed to refer to Client. RECITALS Whereas, Client has established the Plan under which eligible individuals receive certain prescription medications and healthcare related products and services and coordinates these services with a designated third -party service provider; and Whereas, Client desires to retain RIGHTWAY to provide certain pharmacy benefit management services in support of Client's Plan and whereas Client desires to retain RIGHTWAY to provide certain care navigation services; Whereas, RIGHTWAY provides its pharmacy benefit management services using a zero -spread, transparent, full pass-through business model, where all of the pharmacy and pharmaceutical manufacturer discounts and rebates RIGHTWAY receives are provided to its clients, and Whereas, Client and RIGHTWAY desire to enter into this Agreement for the management of the pharmacy benefits sponsored by Client and for care navigation services; Now Therefore, in consideration of the mutual promises set forth herein, the sufficiency of which is hereby acknowledged, RIGHTWAY and Client agree as follows: ARTICLE I DEFINITIONS All capitalized terms used within this Agreement shall have the meaning provided in Exhibit 1 (Definitions) or as otherwise defined herein, including their single and plural forms. ARTICLE II RIGHTWAY RESPONSIBILITIES Section 2.01. Provision of Services. RIGHTWAY or its designee shall provide the Services set forth in Exhibit 2 (Description of Services) ("Services") in a manner consistent with the Plan Documents and the terms of this Agreement, and Client hereby authorizes RIGHTWAY to provide the Services in such manner. Section 2.02. Performance Standards. RIGHTWAY agrees to perform the Services in accordance with the performance standards described in Exhibit 5 (Performance Standards). Unless otherwise stated, all performance standards shall be measured across RIGHTWAY's book of business based on RIGHTWAY's standard calculation methodology. The parties agree that any financial penalties determined under this 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. Docusign Envelope ID: 921 F7A24-D5CE4BCC-9F3C-5E7844661266 Agreement payable by RIGHTWAY for failure to meet the performance standards shall be payable solely on the account of a failure to satisfy the standards. The failure to meet a performance standard shall not, in and of itself, constitute a Material Breach of the Agreement. Section 2.03. Employment Standards. RIGHTWAY is registered with and will use the Department of Homeland Security's E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this Agreement, as required by Section 448.095, F.S. RIGHTWAY is also responsible for obtaining an affidavit from all subcontractors, as required in Section 448.095(5)(b), F.S., stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. RIGHTWAY certifies that it and those related entities of RIGHTWAY as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. Client may terminate this Contract if RIGHTWAY, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. In addition, if this Agreement is for goods or services of one million dollars or more, RIGHTWAY certifies that it and those related entities of RIGHTWAY as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. Client may terminate this Agreement if RIGHTWAY is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. ARTICLE III CLIENT RESPONSIBILITIES Section 3.01. Implementation Information. Client and its designated third -party service provider, will cooperate with RIGHTWAY in completing implementation form(s) in a mutually agreeable format, which contain Client information related to benefit structure, system requirements, operational requirements, Services selected, Plan Documents, Eligibility Files, and/or other information required by RIGHTWAY with respect to Services to be provided hereunder. Client shall promptly review and confirm that the information on the implementation form(s) is accurate and complete and notify RIGHTWAY in writing of any errors and/or inaccuracies on the implementation form(s) within the earlier of thirty (30) days from receipt of the implementation form or thirty (30) days prior to the proposed implementation date, otherwise all information contained therein will be deemed accurate, complete, and acceptable to Client, and RIGHTWAY shall have the right to rely on all such information contained in the implementation form(s). Failure of Client to sign the implementation form(s) confirming its accuracy does not alter RIGHTWAY's right to rely on the information contained therein and does not relieve Client of its responsibility for notifying RIGHTWAY in writing of any errors or inaccuracies in the implementation form(s). RIGHTWAY shall provide assistance to Client in effecting a transition from Client's prior pharmacy benefit manager, including, but not limited to, the transition of all data, records and systems necessary to obtain the benefit of the Services in accordance with the terms of this Agreement. Section 3.02. Plan and Other Information. Client and its designated third -party service provider agrees to provide RIGHTWAY all information reasonably required by RIGHTWAY to fulfill its duties and obligations under this Agreement. Client represents and warrants that all information provided shall be true, accurate and complete and consistent with the Plan benefits available to Eligible Persons. Client 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 acknowledges and agrees that RIGHTWAY and the Participating Pharmacies may rely on the accuracy and completeness of all information provided by Client, in providing Services hereunder. Section 3.03. Plan Documents. Client represents that Client or the designated service provider will provide RIGHTWAY with all required Plan Documents, including a current and accurate copy of the summary plan description ("SPD") provided to Eligible Persons describing the terms and conditions of coverage offered under the Plan, in an accurate, correct, and timely manner as required by RIGHTWAY. RIGHTWAY shall use such Plan Documents information for purposes of administering the prescription drug program for Client under this Agreement. Client shall provide RIGHTWAY with advance written notice of any changes to the Plan and/or Plan Documents that affect the Services provided under this Agreement within a reasonable period of time prior to the effective date of the change to allow RIGHTWAY to determine if such change will alter the Services RIGHTWAY provides under this Agreement. Any change in the Services to be provided by RIGHTWAY under this Agreement which would be caused by any such changes must be mutually agreed to in writing prior to implementation of such change. RIGHTWAY will notify Client if (i) the change increases RIGHTWAY's cost of providing Services under this Agreement; or (ii) RIGHTWAY is reasonably unable to implement or administer the change. The parties shall negotiate in good faith any new fees that may be required to implement and/or administer the Plan change. If RIGHTWAY notifies Client that RIGHTWAY is unable to reasonably implement or administer the change, RIGHTWAY shall have no obligation to implement or administer the change. RIGHTWAY shall not be liable for any Client caused inaccuracies and/or mistakes in the Plan Documents. Section 3.04. Eligibility. Client or its designated third -party service provider will prepare, maintain, and update the Eligibility File, which shall be accurate and provided to RIGHTWAY in a timely manner and in a format and at a frequency mutually acceptable to both parties. RIGHTWAY shall have the right to rely upon any written documented communication from Client, its designated employees, agents, or authorized representatives. If Client retroactively changes an Eligible Person's status under the Plan, Client shall be responsible for payment of all Claims related to such Eligible Person that are processed prior to RIGHTWAY processing the notification of the retroactive eligibility. Section 3.05. Eligible Person Authorizations, Consents, and Notices. Client represents and warrants that it has or shall obtain the Eligible Persons' consents and/or authorizations required, if any, for RIGHTWAY to provide the Services and for the use and disclosure of information, including PHI, as permitted under this Agreement. Client will provide Eligible Persons the information and documents they need to obtain benefits under the Plan within a reasonable period of time before coverage begins. In the event this Agreement is terminated, Client will notify all Eligible Persons that the Services RIGHTWAY is providing under this Agreement are discontinued. Section 3.06. Client's Authority Over Plans. RIGHTWAY is not the Plan Administrator of the Plan. Any references in this Agreement to RIGHTWAY "administering the Plan" are descriptive only and do not confer upon RIGHTWAY other than certain agreed upon claim administration duties. Client accepts total responsibility for the Plan for purposes of this Agreement including its benefit design, the legal sufficiency and distribution of SPDs, and compliance with any Laws that apply to Client or the Plan, whether or not Client or someone Client designates is the Plan Administrator. Unless otherwise stated in this Agreement, Client and/or Plan Administrator, or its delegate (excluding RIGHTWAY) retain the sole and absolute authority to design, amend, terminate, or modify, in whole or in part, all or any portion of the Plan, including the sole authority to control and administer the Plan and any assets of the Plan. Client and/or Plan Administrator, or its delegate (excluding RIGHTWAY) shall also have complete discretionary, binding, and final authority to construe the terms of the Plan, to interpret ambiguous Plan language, to make factual determinations regarding the payment of Claims or provision of benefits and to review denied Claims and 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. Docusign Envelope ID: 921F7A24-D5CE4BCC-9F3C-5E7844661266 to resolve complaints by Eligible Persons, except to the extent that RIGHTWAY provides such Services under this Agreement. RIGHTWAY and Client acknowledge and agree that RIGHTWAY shall not be delegated discretionary authority or responsibility, or exercise discretionary authority or control, with respect to the Plan or its administration, except as related to claims and appeals administration as provided in this Agreement. The Client represents and warrants that the Plan has the authority to pay fees due under this Agreement. RIGHTWAY will have no final discretionary authority over or responsibility for the administration of the Plans, except as related to claims and appeals administration as provided in this Agreement. Further, RIGHTWAY will have no responsibility for (i) any funding of Covered Products; (ii) any insurance coverage relating to Client, the Plans, or the Eligible Persons; or (iii) the nature or quality of professional health services rendered to Eligible Persons. Section 3.07. Exclusivity. During the Term of this Agreement, Client agrees that RIGHTWAY shall be the exclusive provider to the enrolled Plans of the Client of the Services set forth in this Agreement. Client acknowledges and agrees that it will not provide, directly or indirectly, or engage any pharmacy benefit manager or other third party, to provide to Client or Plan any Service that RIGHTWAY provides to Client or Plan, or that is similar to one of the Services provided by RIGHTWAY, including without limitation, retail pharmacy network contracting, pharmacy claim's processing, mail and specialty pharmacy services, and formulary and rebate administration services. Client acknowledges and agrees that a breach of this section shall be deemed a Material Breach of this Agreement and shall entitle RIGHTWAY to modify pricing terms of this Agreement. (a) Specific exclusions from Exclusivity. CanaRx Program. Beginning on October 1, 2025 until the date of written notice to RIGHTWAY, Client will be retaining CanaRx for drug importation services (i.e. international sourcing) independent of this Agreement, at no additional fee from RIGHTWAY provided that: i) ninety (90) days advance written notice is provided to RIGHTWAY in the event there are any changes to the program; and ii) any associated fees incurred by RIGHTWAY from a third party will be passed through to the Client. Upon RIGHTWAY's request, Client will provide RIGHTWAY a list of Covered Products that are sourced through the CanaRx program. The CanaRx program contemplated in this Section 3.07(a) are not Services provided by RIGHTWAY under this Agreement and are excluded from the exclusivity requirements of this Section 3.07. Section 3.08. Review of Reports, Statements, and Invoices. Upon receipt from RIGHTWAY of reports, statements, and invoices by Client or its designee(s), Client shall be responsible for promptly reviewing and confirming that the reports, statements, and invoices are accurate and complete and for promptly notifying RIGHTWAY in writing of any errors or objections to such reports, statements, and/or invoices. Unless Client notifies RIGHTWAY in writing of any errors or objections within thirty (30) days from receipt of such report, statement, and/or invoice, all the information contained therein will be deemed accurate, complete, and acceptable to Client, and thereafter RIGHTWAY shall have the right to rely on all such information. This section does not supersede Client's audit rights as described in Section 8.01 (Maintenance of Records; Audits). Section 3.09. Escheat. Client is solely responsible for complying with all applicable abandoned property or escheat Laws, making any required payments, and filing any required reports. To assist the Plan in its determinations regarding escheat of unclaimed Claims payments, RIGHTWAY agrees to use commercially reasonable efforts to identify and report back to Client any Claims payments that have been issued by RIGHTWAY in the form of a check but which have remained outstanding and unclaimed (not presented for payment and paid by the payor bank) for a period longer than a mutually agreeable time period. ARTICLE IV COMPENSATION; CLAIMS BILLINGS AND PAYMENTS 4 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 Section 4.01. RIGHTWAY Compensation. Client will pay Administrative Fees, Additional Fees, and Ancillary Service Fees to RIGHTWAY as compensation for the Services provided by RIGHTWAY pursuant to Exhibit 3 (Administrative Services Fee Schedule) (collectively "Fees"). In addition to the Fees specified in Exhibit 3 (Administrative Services Fee Schedule), Client shall also pay RIGHTWAY any additional fee that is authorized by a provision elsewhere in this Agreement or is otherwise agreed to by the parties in writing. Section 4.02. Payments to RIGHTWAY. RIGHTWAY shall invoice Client for Fees, Claim amounts, Taxes, and any other applicable charge or fee pursuant to the terms of this Agreement within five (5) days after the end of each invoice cycle. Claim amounts and Taxes shall generally be billed twice a month and other Fees once monthly. Annual, quarterly, or monthly Fees or other Service charges may be charged in advance, upon mutual written agreement. RIGHTWAY will invoice Client for Claims at the amount RIGHTWAY pays for those Claims. Client shall pay the full amount of Fees, Claims, Taxes and other charges included in the invoice within five (5) Business Days of receipt of an invoice to the bank account(s) designated by RIGHTWAY. In the event Client has questions regarding any amounts included on the invoice, Client still shall be obligated to wire the full amount due on the invoice within the time period set forth herein, and then the parties shall work together in good faith to resolve any such questions. Client shall have no right to offset disputed amounts or amounts due or allegedly due from RIGHTWAY from such payment, except as previously approved in writing by RIGHTWAY. RIGHTWAY reserves the right to audit Client's eligibility and data from time to time against the enrollment data maintained by RIGHTWAY. In addition to RIGHTWAY's general audit rights, if Client's monthly payment fluctuates on the enrollment count by fifteen percent (15%) or more, RIGHTWAY may require a full Eligibility File and enrollment file to conduct a full audit. (a) Payment Methodology. The parties will cooperate in good faith to establish a mutually agreed upon methodology for ACH transfers related to payments as identified by Client during implementation of the Services hereunder where either Client or RIGHTWAY will initiate ACH transfers from Client's Account to RIGHTWAY when due. Client shall be solely responsible for depositing funds and verifying that the account has sufficient funds to pay all Fees invoiced by RIGHTWAY. (b) RIGHTWAY as Intermediary. RIGHTWAY is not required to render payments to Participating Pharmacies or Eligible Persons for Claims unless and until RIGHTWAY has received payment for the Claims from Client. In the event payment is rendered to Participating Pharmacies and/or Eligible Persons prior to receipt of Claims payment from Client, such payments shall not constitute a waiver of any of RIGHTWAY's remedies with respect to non-payment and shall not establish a course of dealing between RIGHTWAY and Client. (c) Pre -Fund Deposit. In the event Client is past due on 2 consecutive Claim invoices and upon request by RIGHTWAY, Client shall advance to RIGHTWAY an initial deposit amount to be paid by Client in the amount equal to the expected average Claims amount for a four (4) week period ("Initial Pre -Fund Deposit Amount"). RIGHTWAY will notify Client of the Initial Pre -Fund Deposit Amount. Client shall remit the Initial Pre -Fund Deposit Amount to the bank account designated by RIGHTWAY no later than two (2) weeks after request. Quarterly and as otherwise deemed appropriate by RIGHTWAY, RIGHTWAY may review and recalculate the Initial Pre -Fund Deposit Amount to maintain a deposit in the amount equal to the current average Claims for a four (4) week period, and RIGHTWAY will provide Client with advance written notice of the modified Initial Pre -Fund Deposit Amount ("Modified Pre -Fund Deposit Amount"). In the event Client's Modified Pre -Fund Deposit Amount is greater than the Initial Pre -Fund Deposit Amount, Client shall remit the difference to the bank account 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 designated by RIGHTWAY within fifteen (15) days of receipt of the written notice. In the event Client's Modified Pre -Fund Deposit Amount is less than the Initial Pre -Fund Deposit Amount, RIGHTWAY will credit Client the decreased amount on the Client's invoice within fifteen (15) days. RIGHTWAY may use deposit amounts to make payments due pursuant to this Agreement. RIGHTWAY may retain deposit amounts until all amounts due under the Agreement have been paid in full, in accordance with the terms hereunder. (d) Not Plan Assets. Client acknowledges and agrees that Client, Plan, and Eligible Persons do not have a property interest in any amounts paid to and/or retained by RIGHTWAY under or in connection with this Agreement and no such amounts are assets of the Client, Plan, and/or Eligible Persons. Section 4.03. Failure to Make Funds Available. (a) Collections; Interest. In the event Client fails to pay any amount due under this Agreement as set forth herein, in addition to all other rights and remedies under this Agreement and at Law and in equity: (i) payments not received in accordance with this Article IV shall accrue interest on any past due amounts at a rate equal to the greater of Prime Rate or 6% per annum (or, if less, the highest rate allowed by Law) on the amount due until paid/credited in full by Client, and Client shall be responsible for all costs and expenses of collection by RIGHTWAY, including reasonable attorneys' fees; and (ii) RIGHTWAY may offset the amount of such payment defaults, interest, and collection costs against any Client related amounts otherwise payable to Client (e.g., Rebates, deposits). (b) Suspension of Performance. RIGHTWAY may use commercially reasonable efforts in working with Client to address Client's failure to make funds available to pay Fees including, at RIGHTWAY's own discretion, retention of Rebate payments or other monies owed by RIGHTWAY to Client. In addition to and notwithstanding any other term of this Agreement, in the event that Client fails to make any payments due hereunder by the due date of such payment, RIGHTWAY may, after the provision of five (5) Business Days prior written notice to Client, suspend performance of its obligations under this Agreement without being liable to Client or any Eligible Person. Suspension of performance by RIGHTWAY shall not constitute termination of this Agreement. The exercise of this right will not preclude RIGHTWAY from seeking any other remedy available under this Agreement or at Law or equity. Section 4.04 Taxes and Assessments. The Client is responsible for local, state, and federal surcharges, assessments, or similar Taxes imposed by governmental entities or agencies on Client, Plan, or RIGHTWAY in connection with Services provided hereunder, including the funding, remittance, and determination of the amount due. In the event that the reimbursement of any benefits to Eligible Persons in connection with this Agreement is subject to Plan or employer -based tax reporting requirements, Client agrees to comply with such requirements. In the event that any Taxes are assessed against RIGHTWAY or its subcontractor as a claim service provider in connection with RIGHTWAY's Services under this Agreement, Client will reimburse RIGHTWAY for Client's proportionate share of such Taxes (but not Taxes on RIGHTWAY's net income, payroll, sales, use, gross receipts, real estate, and personal property). Section 4.05. Payments to Client. (a) Rebates, AWP Discount Guarantee, Dispensing Fee Guarantee reconciliations, and Minimum Rebate Guarantee reconciliations shall be paid by RIGHTWAY to Client as set forth in Exhibit 4 (Pharmacy Pricing and Rebates). rel 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 (b) Amounts due to Client's Plan as a result of any audit (e.g., overpayments discovered through an audit, audit costs due under this Agreement, penalties incurred, etc.) shall become due thirty (30) days following the parties' agreement on final audit findings. (c) All other overpayments, remittances, credits, or other amounts payable to Client's Plan under this Agreement shall become due as specified in this Agreement, and if no time period is specified for payment of such amount, it shall be paid by RIGHTWAY to Client sixty (60) days after receipt of written notice from Client to RIGHTWAY. Section 4.06. Annual Increase in Administrative Fees and Service Fees. As provided in Exhibit 3 (Administrative Services Fee Schedule), at the completion of the Initial Term of the Agreement and each Renewal Term thereafter, RIGHTWAY may increase the amount of the Fees by the lessor of two percent (2%) or the most recently published CPI. RIGHTWAY will provide Client notice of such increase at least ninety (90) days before the end of the then current Term. Section 4.07. Notice of Change in Fees. After the Initial Term or any Renewal Term for which administrative charges have been expressly set forth in this Agreement, beyond the annual increase outlined in Section 4.06 (Annual Increase in Administrative Fees and Service Fees), RIGHTWAY may change the Fees hereunder upon not less than ninety (90) days prior written notice to Client ("Change Notice"). If any revision in the Fees is not acceptable, then Client shall so notify RIGHTWAY in writing not less than sixty (60) days prior to the expiration of the ninety (90) day Change Notice period. In the event the parties cannot agree on the compensation adjustment on or before the expiration of the ninety (90) day Change Notice period, then Client may terminate this Agreement upon sixty (60) days written notice to RIGHTWAY, provided such termination shall not be effective until after the end of the ninety (90) day Change Notice period. Section 4.08. Implementation Credit. Client acknowledges that implementation credits, if any, specified in Exhibit 3 (Administrative Services Fee Schedule) are intended to reimburse Client for implementation costs incurred and are subject to the restrictions as described herein. Client is required to submit all implementation credit reimbursement requests to RIGHTWAY in the form of an invoice which details the implementation cost(s) incurred by Client. Invoices shall only be payable for direct implementation costs incurred by Client (i.e. Client shall not invoice RIGHTWAY for its own time and labor). Reimbursable implementation costs include but are not limited to: transfer file fees from previous pharmacy benefit manager, medical accumulator fees charged by medical provider or their third party designee, postage and printing costs for Eligible Person communications or identification cards. Invoices shall include no less than the following: (1) item for which reimbursement is requested; (2) vendor name; (3) copy of vendor receipt and/or invoice; (4) date of receipt and/or invoice; and (5) cost of item. All invoices shall be submitted for RIGHTWAY approval no later than ninety (90) days after go live date. After this date any remaining implementation credit shall be deemed null and void. RIGHTWAY reserves the right and maintains sole authority in approving the use of implementation credit funds. Approved invoices will be processed within sixty (60) days of receipt, and paid directly to Client i.e. not Client's vendor and not as a credit against any payments due to RIGHTWAY by Client. Section 4.09. Market Check. Following the initial eighteen (18) months of this Agreement, Client or its designee may provide RIGHTWAY a de -identified report of current competitive pricing offers, which takes into account, the aggregate Plan design, clinical and trend programs, formulary covered drug list, pharmacy network, specialty pharmacy and mail pharmacy utilization ("Client Current Market Price"). RIGHTWAY shall have a reasonable opportunity to evaluate the Client's Current Market Price, not to exceed fifteen (15) Business Days. If the Client or its designee concludes that the Client's Current Market 7 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 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. Docusign Envelope ID: 921 F7A24-D5CE4BCC-9F3C-5E7844661266 of termination. In the event Client enacts its' termination rights under this Section, RIGHTWAY agrees that Client will not forfeit monies due Client in accordance with the terms of this Agreement. Section 5.07. Effect of Termination; Other Remedies. Termination of this Agreement shall not affect Client's financial responsibility for Covered Product Claims or any other amounts due and payable to RIGHTWAY for Services provided prior to termination. A party's right to terminate this Agreement shall not be exclusive of any other remedies available to such party under this Agreement, at Law or in equity. In the event Client terminates this Agreement prior to the end of the Initial Term, on a prorated basis, Client shall refund to RIGHTWAY the amount of any general credit or other allowances paid to Client during the Initial Term of this Agreement. Section 5.08. No Consent; Notice to Third Parties. This Agreement may be terminated without the consent of, or notice to, any Eligible Person, any Participating Pharmacy or other third parties. Notwithstanding the foregoing, RIGHTWAY may advise Participating Pharmacies and Manufacturers of a pending or actual termination of this Agreement. Section 5.09. Run -Out Period. Client shall continue to assume full responsibility for the funding of Covered Product Claims incurred prior to the effective date of termination of this Agreement and for the payment of RIGHTWAY's Fees. RIGHTWAY will process all Claims received up to the date of termination of this Agreement. Any unprocessed Claims incurred prior to the date of termination will be processed by RIGHTWAY for a period of three (3) months following the termination of this Agreement ("Run -Out"). During the Run -Out period, Client will pay RIGHTWAY any applicable post termination fees as stated in Exhibit 3 (Administrative Services Fee Schedule) in effect at the time of termination, or as otherwise agreed upon, and shall be responsible for funding of Covered Product Claims processed during the Run -Out period. Section 5.10. Survival. In the event of termination of this Agreement for any reason, the parties shall remain bound by and continue to be subject to Section 3.06 (Client's Authority Over Plans); Section 3.08 (Review of Reports, Statements, and Invoices); Section 3.09 (Escheat); Section 4.02(d) (Not Plan Assets); Section 4.04 (Taxes and Assessments); Section 4.05 (Payments to Client); Section 5.07 (Effect of Termination; Other Remedies); Section 5.09 (Run -Out Period); Article VI (Limited Warranty, Insurance, Liability, Indemnification), Article VIII (Records; Confidentiality); Article IX (Dispute Resolution Procedures); Article X (Miscellaneous); and any other provision which by its nature survives termination. Section 5.11. Post -Termination. (a) In the event of any expiration or termination of this Agreement (other than termination by RIGHTWAY resulting from Client's breach), RIGHTWAY agrees that it will pay or credit to Client all monies owed to Client (Rebates, Performance Standards, financial reconciliations, etc.) in accordance with the payment reconciliation terms of this Agreement. (b) In the event that RIGHTWAY terminates this Agreement due to a Material Breach of this Agreement by Client, RIGHTWAY shall have no further obligation following the date of such Material Breach to pay Client any Rebates, or any other amount that may be payable by RIGHTWAY to Client. Notwithstanding the foregoing, such amounts payable prior to the date of termination shall be used by RIGHTWAY to offset damages sustained as a result of Client's Material Breach and/or as payment for monies owed by Client. 3: 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 (c) Upon termination of this Agreement, RIGHTWAY may, at Client's request, provide mutually agreed upon post -termination services at mutually agreed upon rates. (d) Upon termination of this Agreement RIGHTWAY will, at Client's request, provide Specialty Pharmacy Eligible Person information, open Mail Order Pharmacy order file, Prior Authorization file, and claims history files in NCPDP format (12 months) in a mutually agreed upon format, which will include the scrubbing of RIGHTWAY's Confidential Information to Client's new pharmacy benefit manager or any other third party at no cost to Client. ARTICLE VI LIMITED WARRANTY, INSURANCE, LIABILITY, INDEMNIFICATION Section 6.01. Limited Warranty. RIGHTWAY will perform the Services described in this Agreement in accordance with the practices and standards generally established and accepted in the pharmacy benefits management industry. Except as expressly set forth herein, RIGHTWAY makes no representation or warranty of any kind whatsoever, express or implied, and expressly disclaims any and all such warranties, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose, and non -infringement and implied warranties arising from course of dealing or course of performance. Section 6.02. Role of the Parties. RIGHTWAY does not underwrite or insure any liability of Client in connection with its prescription drug benefits, and Client retains the ultimate responsibility and final authority for its Plan. For purposes of applicable state and federal legislation, Client is, and shall be deemed, the Plan sponsor of any applicable prescription drug benefit. Nothing in this Agreement is intended by the parties, or shall be construed, to confer upon RIGHTWAY the status of a fiduciary of Client or any benefit plan maintained by Client as "Plan fiduciary" is defined under applicable Law, except as related to claims and appeals administration as provided in this Agreement. Section 6.03. Insurance. RIGHTWAY will maintain in full force and effect, at RIGHTWAY's own expense, insurance coverage to include: (a) Workers' Compensation insurance as required by the laws of the state in which the Services are to be performed and Employer's Liability insurance with minimum limits of $1,000,000; (b) Commercial General Liability insurance (including Products Completed Operations, Premises, Personal and Advertising Injury Liability) with minimum limits of $1,000,000 per occurrence and a $2,000,000 in the aggregate; (c) separate Professional and Cyber Liability insurance policies each with minimum limits of $1,000,000 per occurrence and $5,000,000 in the aggregate (which policy will provide coverage for network security, data privacy, and unauthorized use or access to personal information); and (d) Automobile Liability insurance with combined single minimum limits of $1,000,000 per occurrence and in the aggregate, for bodily injury and property damage for all owned, non -owned and hired automobiles. The coverage will include (i) a stipulation that the policies are primary for all insured and contains a severability of interest clause; and (ii) for Commercial General Liability insurance and Workers Compensation insurance, a waiver of subrogation rights in favor of Client. Deductibles or retention for Workers' Compensation or Commercial General Liability will not exceed $5,000, and RIGHTWAY is responsible for all deductibles and self-insured retentions. Upon request, RIGHTWAY will provide a valid certificate of insurance evidencing that insurance is current and in full force and on the Commercial General Liability insurance, listing Client as an additional insured on a primary and noncontributory basis. All insurers will maintain an A.M. Best's Rating of A-, VIII or higher. Section 6.04. Limitation of Liability for Covered Products. r 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 (a) Client agrees and acknowledges that the Services provided by RIGHTWAY herein are not intended to substitute for or supplement the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other health care professionals in prescribing or suggesting pharmaceuticals or other products. (b) RIGHTWAY shall under no circumstances be liable (regardless of the basis for the action) to Client, any Eligible Person, or consumers of pharmaceutical products for any damages, injuries, losses, claims, costs, or lawsuits, including any attorney's fees, arising from any actions, failure to act, or violations of any applicable standard of care or applicable Law by pharmacies, Manufacturers, pharmaceutical distributors, or any health care providers arising out of the sale, compounding, dispensing, manufacturing, or use of any prescription product or services in connection with this Agreement. Section 6.05. Limitations of Liability. (a) In no event shall RIGHTWAY's liability to Client or an indemnitee under this Agreement, if any, exceed an amount equal to the total Administrative Fees for Core Pharmacy Services, as stated in Exhibit 3 (Administrative Services Fee Schedule), paid to RIGHTWAY by Client for the twelve (12) month period prior to the date the claim is asserted. (b) In no event shall either party be liable to the other party for any indirect, special, incidental, consequential, or punitive damages or lost profits, arising out of, or related to, the performance of this Agreement or a breach of this Agreement, even if advised of the possibility of such damages or lost profits. (c) Any claim for negligence or other tort liability arising out of, or related to, this Agreement, even if a breach is the result of acts or omissions that may arguably be characterized as negligence or other tortious conduct must be brought as a claim for breach of contract rather than as a claim for tortious conduct. (d) In no event shall RIGHTWAY be responsible for the payment of fraudulent claims or filling of fraudulent prescriptions if the fraud is committed by an Eligible Person, or any party other than RIGHTWAY, but RIGHTWAY agrees to notify Client as soon as reasonably possible of any such claims of which it becomes aware. For the avoidance of doubt, in no event shall RIGHTWAY be responsible for payment of fraudulent claims or filling of fraudulent prescriptions when such payment of claims and/or filling of prescriptions is related to Client's direction to RIGHTWAY to remove or revise an edit that RIGHTWAY recommends be applied during claim adjudication (e.g., concurrent drug utilization review edits), and RIGHTWAY's actions in removing or revising such an edit at the direction of Client shall not constitute negligence or willful misconduct or a breach of this Agreement by RIGHTWAY. (e) In no event will RIGHTWAY be liable for any claim asserted by Client more than thirty (30) days after Client is or reasonably should have been aware of such claim and/or more than twelve (12) months after the event giving rise to the claim. Section 6.06. Indemnification. (a) Subject to Section 6.05 (Limitations of Liability), RIGHTWAY agrees to indemnify, defend, and hold Client and its directors, officers, employees, and agents harmless from and against any and all third -party (i) claims, (ii) liabilities, (iii) damages, (iv) judgments, or (v) other losses (including attorneys' fees) any such indemnitee to the extent arising out of and attributed to the intentional 11 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 or willful misconduct of RIGHTWAY or its officers, directors, employees, or other agents in connection with the performance of any of their respective obligations under this Agreement. (b) Subject to Section 6.05 (Limitations of Liability), and to the extent not prohibited by applicable Florida Law, Client agrees to indemnify, defend, and hold RIGHTWAY and its subcontractors, and each of their respective directors, officers, employees, and agents harmless from and against any and all third -party (i) claims, (ii) liabilities, (iii) damages, (iv) judgments, or (v) other losses (including attorneys' fees) any such indemnitee to the extent arising out of and attributed to the intentional or willful misconduct of Client or its officers, directors, employees, or other agents in connection with the performance of any of their respective obligations under this Agreement. (c) A party seeking indemnification hereunder will promptly notify the indemnifying party of any claim subject to indemnification hereunder. Such party will reasonably cooperate with the indemnifying party in such defense. Section 6.07. RIGHTWAY or its designee relies on First Data Bank, Medi -Span or other industry comparable databases in providing Client and Eligible Persons with Services hereunder. RIGHTWAY has utilized due diligence in collecting and reporting the information contained in its databases and has obtained such information from sources believed to be reliable. RIGHTWAY does not warrant the accuracy of reports, alerts, codes, prices or other data contained in such databases. The clinical information contained in these databases and the Formulary is not intended as a supplement to, or a substitute for, the knowledge, expertise, skill, and judgment of physicians, pharmacists, or other healthcare professionals involved in the Eligible Person's care. The absence of a warning for a given drug or drug combination shall not be construed to indicate that the drug or drug combination is safe, appropriate or effective for any Eligible Person. In addition, the data available from RIGHTWAY through the databases and services identified in this Agreement is limited by the amount, type and accuracy of information made available to RIGHTWAY by Client, Participating Pharmacies, Eligible Persons, and Practitioners. RIGHTWAY has no obligation to acquire information about an Eligible Person beyond that provided as part of the Eligibility File received from Client and Claims information submitted by Participating Pharmacies. ARTICLE VII COMPLIANCE WITH LAW Section 7.01. Compliance. In connection with this Agreement, each party agrees that it and any of its subcontractors and agents are bound by and will observe and performs all duties required under all applicable Laws including but not limited to HIPAA, the Health Information Technology for Economic and Clinical Health Act, the Social Security Act, the United States Fair Labor Standards Act and the Immigration Reform and Control Act. Each party is responsible for obtaining its own legal advice concerning its compliance with applicable Laws. In addition, each party will and will cause any person or entity acting on its behalf to fully comply with all applicable governmental, legal, regulatory and professional requirements. Client acknowledges that it is responsible for its own activities and duties (such as its duties as Plan Administrator) in connection with its employee welfare Plan. Client acknowledges and agrees that it is responsible for disclosing to Eligible Persons all benefit information legally required to be disclosed, including information related to the calculation of Cost -Sharing Amounts; coverages and exclusions; eligibility requirements; and Rebates it receives in connection with this Agreement. Client will not identify or represent RIGHTWAY as a Plan Administrator or a named fiduciary of Client's Plan as those terms are used in state or federal Law, except as related to claims and appeals administration as provided in this Agreement. 12 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. Docusign Envelope ID: 92lF7A24-D5CE-4BCC-9F3C-5E7844661266 Section 7.02. Change in Law. In the event of any change in Law, including any judicial or administrative interpretation thereof, which materially alters the rights, duties, obligations or cost of performance of either party under this Agreement, the parties will work in good faith toward mutually acceptable modifications of this Agreement, which may include, but are not limited to, changes in benefit design and drug coverage. To the extent that these modifications agreed to by the parties vary the cost of performance, the parties will negotiate in good faith toward the adjustment of the administrative charges to reflect this variation. If Client and RIGHTWAY have worked in good faith, but are unable to agree upon mutually acceptable modifications, then either Client or RIGHTWAY may terminate this Agreement upon not less than sixty (60) days' prior written notice. Section 7.03. Regulatory Addenda. The parties acknowledge and agree that with respect to certain lines of business and/or types of plans, programs, and/or products, additional and/or different regulatory provisions may be required under this Agreement. The parties agree to those additional and/or different regulatory provisions applicable hereunder as set forth in Exhibit 6 (Re ug latory Addenda), each of which is incorporated into the Agreement by this reference (the "Regulatory Addenda"). Upon written notice, the Regulatory Addenda may be modified from time to time by RIGHTWAY for compliance with Law. In the event of a conflict between the applicable regulatory requirements contained in Exhibit 6 (Regulatory Addenda) and the remainder of this Agreement, the applicable provisions of the regulatory requirements contained in Exhibit 6 (Regulatory Addenda) shall control if and to the extent required by Law. ARTICLE VIII RECORDS; CONFIDENTIALITY Section 8.01. Maintenance of Records; Audits. (a) Records. RIGHTWAY will keep records relating to the Services it provides under this Agreement for as long as RIGHTWAY is required to do so by applicable Law. RIGHTWAY's retention and destruction policies shall conform to all applicable Laws, including but not limited to HIPAA. (b) Client Audit. Once each Contract Year during the Term of this Agreement and within one (1) year post -termination, Client may audit RIGHTWAY's business records in RIGHTWAY's possession that directly relate to RIGHTWAY's compliance with this Agreement with respect to the Services and billings made to Client. Client shall provide RIGHTWAY written notice of its intent to audit at least thirty (30) days prior to commencement of the audit, which such notice shall be sent to Client's designated account manager with a copy to PBMClientAudit@rightwayhealthcare.com. The notice shall provide sufficient detail regarding the intended scope of the audit, auditor contact information, time period being audited, list of requested RIGHTWAY deliverables (including data), and audit project plan. Such audit shall be limited to the transactions occurring during the Term of this Agreement over the twelve (12) month period immediately preceding such audit or in the event of a guarantee audit the most recently completed Contract Year and shall not occur during RIGHTWAY's designated black -out period. In RIGHTWAY's sole discretion, Client's audit of RIGHTWAY may be conducted at RIGHTWAY's headquarters during normal business hours or offsite with RIGHTWAY support provided during normal business hours. RIGHTWAY will provide deliverables, data and other information via an agreed upon secure electronic method (e.g., email, data room, FTP site). Audits shall be conducted without undue interference to RIGHTWAY's business activity, in observance of RIGHTWAY's client audit policy, which will be provided upon request, and at Client's own cost and expense. Client will designate an independent external auditor i.e. "Auditor" to conduct or assist with the audit that does not have a conflict of interest with RIGHTWAY and/or is not otherwise prohibited by RIGHTWAY. Auditor shall execute RIGHTWAY's standard non -disclosure agreement prior to disclosure of any confidential information. For 13 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 the avoidance of doubt, Auditor shall not be entitled to audit RIGHTWAY's vendors, Manufacturers, Rebate Aggregator, pharmacies, or other providers of Services hereunder, however, Auditor will be provided access to relevant business records (e.g. rate sheets, contract provision excerpts, policies and procedures, invoices, etc.) reasonably necessary to conduct the audit. Any release to the other party of records, deliverables, data and other information reviewed during such audit, whether electronically or in any other mutually agreeable format, will be in accordance with the terms of this Agreement and applicable Law. Notwithstanding the foregoing, RIGHTWAY acknowledges that certain Laws will govern audits conducted by regulatory agencies with jurisdiction over Client's Plan. (c) Audit Findings. Client or Auditor will provide RIGHTWAY with a copy of the audit report. If the audit report reveals a discrepancy, then Client or Auditor shall provide RIGHTWAY with reasonable detail for the basis of such discrepancy and identify the version of the files/data exchanged that are the basis for the finding (including the date the file/data was provided). In the event RIGHTWAY objects to the audit findings, the parties shall use reasonable efforts to resolve any discrepancies, and such resolution agreed to by the parties shall be final, binding, and conclusive upon the parties. If Client fails to dispute RIGHTWAY's objection within thirty (30) days of receipt of the notice of objection, Client shall be deemed to have accepted RIGHTWAY's objection and the audit findings as resolved per the objection shall be final, binding, and conclusive upon the parties. If a discrepancy reveals that a party owes the other party money, the party owing such amounts shall pay the amounts due to the other party within thirty (30) days of the delivery of the conclusive audit findings. For avoidance of doubt, no information in Section 8.01 is intended to prevent Client from conducting their own internal audits of their Claims as the Plan Administrator. Section 8.02. Use and Disclosure of Protected Health Information. The parties' obligations with respect to the use and disclosure of PHI are outlined in the Business Associate Agreement attached hereto as Exhibit 7 (Business Associate Agreement). During and after the Term of this Agreement, RIGHTWAY may de -identify, use, reproduce, disclose, and/or adapt information obtained, generated, or derived in connection with this Agreement, including Claims data information, eligibility information, medical data, and other health data, for research, profiling, benchmarking (including to enable RIGHTWAY to compare against other drug population sets), trends, cost, other internal analyses and comparisons, clinical, safety, and/or other business purposes of RIGHTWAY to improve programs and Services for Client and/or other RIGHTWAY customers or future customers, in all cases subject to applicable Law (including I IPAA). RIGHTWAY shall retain full ownership rights over all resultant data. Notwithstanding anything else in this Agreement, RIGHTWAY will not sell any Protected Health Information to any third party. Section 8.03. Confidential Information. (a) Definition. "Confidential Information" means non-public information, in any form, medium, or format that a party disclosing the information (a "Disclosing Party") discloses to another party hereunder (a "Receiving Party") unless the Disclosing Party expressly designates such information as not being confidential. Confidential Information includes, without limitation: (i) financial, customer, product, technical, and business information, including, but not limited to, financial statements, strategic plans, intellectual property, customer lists and other customer information, marketing plans, business plans, product plans, software, forms, processes, strategies, service methods, personnel information, trade secrets, pricing and know-how and (ii) any confidential information of a third party used by, held by, or otherwise in the possession of a party. (b) Protection of Confidential Information. RIGHTWAY and Client shall not disclose or make use of any Confidential Information except as permitted under this Agreement without 14 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 the prior written consent of the Disclosing Party, which consent may be conditioned upon the execution of a confidentiality agreement. Each party may disclose Confidential Information of the other party only to its employees, agents, consultants, subcontractors, or authorized representatives who have a need to know the Confidential Information in order to accomplish the purpose of this Agreement and who (i) have been informed of the confidential and proprietary nature of the Confidential Information, and (ii) with respect to agents, consultants, subcontractors, or authorized representatives, have agreed in writing not to disclose it to others and to treat it in accordance with the requirements of this section. RIGHTWAY or Client, as applicable, shall be responsible to the other party for any breach of this Agreement by its respective employees, agents, consultants, subcontractors, or authorized representatives. Notwithstanding the foregoing, RIGHTWAY's financial information and/or this Agreement (including the terms and conditions of this Agreement in whole or in part) cannot be disclosed by Client to any third party without RIGHTWAY's express written consent. The foregoing shall not apply to such Confidential Information to the extent: (i) the information is or becomes generally available or known to the public through no fault of the Receiving Party; (ii) the information was already known by or available to the Receiving Party prior to the disclosure by the Disclosing Party on a non -confidential basis; (iii) the information is subsequently disclosed to the Receiving Party by a third party who is not under any obligation of confidentiality to the Disclosing Party; (iv) the information has already been or is hereafter independently acquired or developed by the Receiving Party without violating any confidentiality agreement or other similar obligation; or (v) the information is required to be disclosed pursuant to a court order with prior written notice to the Disclosing Party. (c) Use after Termination. Client and RIGHTWAY shall cease using the other parties' Confidential Information upon termination of this Agreement; provided, however, that RIGHTWAY may retain records and use information as set forth herein, and each Receiving Party may retain Confidential Information for back-up, legal, and archival purposes, provided that such retained Confidential Information shall remain subject to the terms and conditions of this Agreement, and provided that the Confidential Information shall be destroyed or returned as soon as reasonably practicable. (d) Permitted Disclosures. (i) Each Receiving Party shall not disclose or communicate, or permit the disclosure or communication of any such Confidential Information to any third party without the prior written consent of the Disclosing Party and a written agreement with such third party. Such written agreement will include terms substantially the same as those set forth in this Agreement. Each Receiving Party shall also take reasonable and prudent steps to avoid the inadvertent or intentional disclosure or misuse of any Confidential Information by any of its current or former directors, officers, employees, agents, or affiliates ("Representatives"); provided, however, that it may disclose Confidential Information to its Representatives for the sole purpose of complying with its obligations under this Agreement, subject to the confidentiality obligations herein. (ii) Except in accordance with the requirements of this Section 8.03 (Confidential Information), neither Receiving Party nor its employees, agents, consultants, or authorized representatives may disclose, or permit to be disclosed, Confidential Information of Disclosing Party as an expert witness in any proceeding or in response to a request for information by oral questions, interrogatories, document requests, subpoena, civil investigative demand, formal or informal investigation by any government agency, judicial process or otherwise. If Receiving Party, or any of its respective employees, agents, consultants, or authorized representatives, is requested to disclose the Confidential Information of Disclosing Party for any of the reasons described in the preceding sentence, Receiving Party shall give prompt prior written notice to the Disclosing Party to allow the Disclosing Party to seek an appropriate 15 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 protective order or modification of any requested disclosure. The Receiving Party agrees to cooperate with the Disclosing Party in any action by the Disclosing Party to obtain a protective order or other appropriate remedy. If the Receiving Party is ultimately legally compelled to disclose such Confidential Information, the Receiving Party shall disclose the minimum required pursuant to the court order or other legal compulsion. Client's obligations as a Receiving Party under this Section 8.03(d)(ii) are subject to, and shall be conducted in accordance with, applicable provisions of Florida Statutes 119.01-119.19. (e) Authorization to Release Data to Client's Designated Third Party Service Providers. Client hereby authorizes RIGHTWAY to disclose Confidential Information and other data, including Claims, utilization, eligibility, and cost data to Client's designated health benefit plan(s) consultants, auditors and third party service provider(s) (each a "Client Service Provider") so that such Client Service Provider may provide services to Client with regard to such Confidential Information. Client acknowledges that any such disclosure shall be subject to the execution of a separate confidentiality agreement by RIGHTWAY and Client Service Provider, which shall govern the disclosure and use of such Confidential Information as between RIGHTWAY and Client Service Provider. Client authorizes RIGHTWAY to provide Confidential Information to such Client Service Provider for whatever time periods RIGHTWAY holds the Confidential Information and other data or until Client revokes this authorization in writing in accordance with the notice provision of this Agreement. Client acknowledges and agrees that to the extent any data disclosed to a Client Service Provider includes Eligible Person information, including PHI, such Eligible Person information shall be disclosed by RIGHTWAY on behalf of Client and subject to the Business Associate Agreement between Client and Client Service Provider, to the extent required by HIPAA. Client acknowledges that e a c h Client Service Provider is not a downstream business associate of RIGHTWAY for any purpose in connection with any such disclosure of data or Confidential Information. Client agrees that RIGHTWAY and its subsidiaries and affiliates, and each of their respective officers, directors, employees and agents are entitled to rely on Client's verbal and written directions when disclosing information (including Confidential Information) to any Client Service Provider at the request of Client. Client is solely responsible for ensuring each Client Service Provider has entered an appropriate business associate agreement or other confidentiality agreement with Client to protect such information. RIGHTWAY will have no liability arising, in whole or in part, from: (i) the release of Confidential Information or PHI by RIGHTWAY to a Client Service Provider pursuant to Client's direction; or ( ii) the use or subsequent release of Confidential Information or PHI by Client Service Provider or Client. (f) Injunctive Relief. Each party acknowledges that a breach or threatened breach of this section of this Agreement may cause immediate and irreparable harm to the Disclosing Party. To protect against such harm, the Disclosing Party may seek from a court of competent jurisdiction the issuance of a restraining order or injunction to prohibit any threatened disclosure or misuse of the Disclosing Party's Confidential Information. Such an action for a restraining order or injunction is in addition to and does not limit all other remedies provided by Law or in equity or by agreement between the Parties. (g) Ownership of Information. All Confidential Information is and shall remain the property of the Disclosing Party. Disclosure of Confidential Information by the Disclosing Party to the Receiving Party does not grant to the Receiving Party any express or implied right to the Disclosing Party's Confidential Information. Section 8.04. Transparency. Upon Client's request and consistent with RIGHTWAY's transparent business model, RIGHTWAY will share with Client: (a) sources of revenue as they relate to the Client's contract, and (b) the pricing structure for pharmacy benefit management Services including rebate structure and administrative fees; provided Client acknowledges and agrees that information shared with Client pursuant to this section is RIGHTWAY's Confidential Information. 16 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 ARTICLE IX DISPUTE RESOLUTION PROCEDURES Section 9.01. Resolution of Disputes. The parties agree to work in good faith toward resolution of disputes arising during the Term of this Agreement. If they are unable to resolve the dispute through informal discussions, either party may submit a written objection to the other party describing and proposing a manner of resolving that dispute. The party receiving such objection shall respond by accepting, rejecting, or modifying such proposal, in writing, within thirty (30) days of the date that it receives the proposal. If the proposal is accepted, then the acceptance shall be deemed an agreement between the parties. If the proposal is rejected or modified, then the parties shall resume good faith efforts to resolve the dispute for a period of thirty (30) days after notice of the rejection or modification is given. Section 9.02. Arbitration. Without limiting Client's termination rights hereunder, the parties shall attempt to resolve any dispute or claim arising out of the interpretation of or performance under this Agreement through informal discussions. Any and all disputes, controversies or claims (including without limitation tort claims, requests for provisional remedies or other interim relief and issues as to arbitrability of any matter) arising out of, in connection with, or relating to this Agreement, or the breach thereof, that cannot be settled through informal discussions shall be settled by arbitration administered by the American Health Lawyers Association arbitration services ("ABLA") pursuant to its arbitration rules and procedures; provided, however, that the provisions contained in this Agreement shall govern over any conflicting rules that may now or hereafter be contained in the AHLA rules. The parties agree that the Expedited Review set forth in the AHLA rules of procedure shall be employed. The arbitration shall be held in a mutually agreeable location before a single arbitrator and commence within sixty (60) days of the appointment of the arbitrator. The arbitrator shall render an award no later than ten (10) days after the conclusion of such hearing, unless otherwise mutually agreed in writing by the parties. The expenses of the arbitration, including reasonable attorney's fees, will be paid for by the party against whom the award of the arbitrator is rendered (provided, however, that the arbitrator may apportion the fess amongst the parties based on relative fault or liability as provided in such award). The award of the arbitrator will be final and binding on the parties, and judgment upon such award maybe entered in any court having jurisdiction thereof. The arbitration proceeding provided for herein is a private proceeding and no party shall disclose or publicize the decision of the arbitrator other than as required by Law. The arbitrator will not have the power to alter, amend, or otherwise affect the terms of the dispute resolution provisions set forth in this section or any other provisions contained in this Agreement. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to enforce a breach or alleged breach of Section 8.03 (Confidential Information) of this Agreement. ARTICLE X MISCELLANEOUS Section 10.01. Notices. Communications in the ordinary course of performance of this Agreement, including communications regarding payment, may be conducted by any reasonable means, including, but not limited to, telephone, facsimile, or electronic mail. Any formal notice to be given in connection with this Agreement must be in writing and will be deemed to have been given and effective: (a) when received by addressee if sent by personal delivery, with written confirmation of receipt; (b) on the third day after the date mailed, if sent by certified or registered mail, return receipt requested with overnight or two-day guaranteed delivery, postage prepaid; (c) if sent by electronic mail message, on the date delivery is confirmed by recipient via an acknowledgement of receipt via receipt requested; or (d) when received by 17 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 addressee if sent by a nationally recognized overnight delivery service, return receipt requested, and addressed to: RIGHTWAY Client: see signature page Attn: Jordan Feldman 228 Park Ave. S PMB 42634 New York, NY 10003 E-mail: jordan@rightwayhealthcare.com A party may change its address for receipt of such notice by providing written notice to the other party, as specified herein. Section 10.02. Entire Agreement. This Agreement, including the Business Associate Agreement, and any other documents referred to herein and attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written representations, understanding and agreements between the parties with respect thereto. There are no other agreements or undertakings, written or oral, in effect between the parties relating to the subject matter herein. Section 10.03. Authority to Contract. Each party represents and warrants that it has the necessary power and authority to enter into this Agreement and to consummate the transactions contemplated herein. Each party further represents and warrants that the execution, delivery and performance of this Agreement by such party does not and will not violate or be in conflict with, result in a breach of or constitute a default under any commitment, arrangement or agreement of such party. Section 10.04. Force Majeure. The performance obligations of RIGHTWAY or Client respectively hereunder shall be suspended to the extent that all or part of this Agreement cannot be performed due to causes that are outside the reasonable control of RIGHTWAY and/or Client, not reasonably foreseeable, not caused by acts or omissions of the party affected and that could not have been avoided through a work around plan. Without limiting the generality of the foregoing, such causes include acts of God, acts of a public enemy, acts of any person engaged in a subversive or terrorist activity or sabotage, wars, epidemics, pandemics, fires, floods, earthquakes, explosions, strikes, slow -downs, freight embargoes, market fluctuations, pricing generally available to RIGHTWAY, and comparable causes. The party claiming force majeure must notify the other party reasonably promptly in writing of the force majeure condition. The foregoing shall not be considered to be a waiver of any continuing obligations under this Agreement, and as soon as said conditions abate sufficiently to allow the resumption of operations, the party affected thereby shall fulfill its obligations as set forth under this Agreement. Section 10.05. Intellectual Property. Except as expressly otherwise provided herein, RIGHTWAY retains all rights, title, and interest in and reserves the right to use and control the use of its intellectual property rights in its assets including, but not limited to, its software, reporting packages, user documentation, operations, procedures, and trademarks and service marks. Client agrees not to use any such items except as expressly allowed under this Agreement and also not to refer to RIGHTWAY or its trade name or marks in any publication without the prior written approval of RIGHTWAY. 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 Section 10.06. No Third -Party Beneficiaries. This Agreement is not intended, and slkall not be construed, to create third -party beneficiary rights in any person, including, but not limited to, any pharmacy or other provider or Eligible Person. Section 10.07. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of Florida (without regard to its conflict of laws rules). Section 10.08. Relationship of Parties. This Agreement is not intended, and shall not be construed, to create any relationship between Client and RIGHTWAY other than that of independent contractors. Neither Client nor RIGHTWAY shall be construed to be the agent, partner, employee, fiduciary or representative of the other, and neither party shall have the right to make any representations concerning the duties, obligations or services of the other except as consistent with the express terms of this Agreement or as otherwise authorized in writing by the other party. Nothing in this Agreement shall confer upon any person or entity other than the parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever. Section 10.09. Amendment; Waiver. Except as otherwise provided herein, this Agreement may not be amended except in a writing signed by both parties. RIGHTWAY may make non -material changes to the Services from time to time provided such changes do not materially alter any of the provisions of this Agreement and do not cause an increase in cost to Client or Eligible Persons. The failure of either party to insist upon the strict observation or performance of any term or provision of this Agreement or to exercise any right or remedy will not impair or waive any such right or remedy or constitute a waiver of any subsequent breach of the same term or provision or any other term or provision hereof. Section 10.10. Effect of Invalidity In the event a provision of this Agreement is rendered invalid or unenforceable by state or federal statute or regulations or declared null and void by any court or agency of competent jurisdiction, that provision will be deemed stricken, and the remaining provisions of this Agreement will remain in full force and effect. Section 10.11. Assignment. Neither party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the other party's prior written consent, which shall not be unreasonably qualified or delayed. Any attempted assignment without that consent shall be void. Notwithstanding the forgoing, RIGHTWAY may assign this Agreement to any parent company or affiliate which is able to the meet its obligations hereunder without consent. Any assignment or delegations in violation of this section shall be deemed null, void, and of no force or effect. Section 10.12 Subcontractors. RIGHTWAY may use its affiliates and/or subcontractors to perform RIGHTWAY's Services under this Agreement. RIGHTWAY will be responsible for those Services to the same extent that RIGHTWAY would have been had it performed those Services without the use of an affiliate or subcontractor. Section 10.13. Use of Licensed Marks. Each party agrees that it shall not use any trade names, trademarks, service marks, logos, or other identifying marks of the other party (the "Licensed Marks") except as stated herein, without prior consent of the party whose Licensed Marks are being used. During the term of this Agreement and until termination of this Agreement or request from the licensing party, each party grants to the other a nonexclusive, non -transferable, non-sublicensable license and right to use the other party's Licensed Marks in connection with that party's performance hereunder and in connection with listing the party as a customer and/or vendor in marketing materials. Each party acknowledges that the other 19 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 party is the sole owner of the Licensed Marks and agrees that all goodwill arising out of its use of the Licensed Marks shall inure to the sole benefit of the licensing party. Section 10.14. Further Assurances. Each party agrees to execute and deliver any instruments and other documents, and to take such other actions as the other party may reasonably request at any time during the Term of this Agreement for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement. Section 10.15. Construction. The headings of articles, sections, and exhibits contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. As used herein, the singular shall include the plural and the plural the singular, and the use of any gender shall be applicable to all genders. Any reference to any federal, state, local or foreign statute or law shall be deemed to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. As used in this Agreement, the word "including" shall mean including without limitation, unless the context requires otherwise. Section 10.16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement can be executed and transmitted as a Portable Document Format (PDF) file and as such will be accepted as original signatures and each party so executing will be estopped to deny any signature. [Signature Page on Following Page] 20 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. Docusign Envelope ID: 92lF7A24-D5CE4BCC-9F3C-5E7844661266 IN WITNESS WHEREOF, Client has acknowledged its understanding and agreement regarding the automatic renewal notice above, and the parties have entered into this Agreement as of the Effective Date specified above. Indian River County Board of Count Commissioners By; Title: Chaimm RighMay llealtheare, Inc. .... �DocuSigned by: s;�ord.a,ti, Ft,�, ^aaA, y� -,lordan Feldman Date: SEPUflimr 10, 202.5 Date: 9/17/2025 Variables: Notices to Client (10.01): Attn: Legal Notice - Suzanne M. Boyll Address: Indian River County Board of County Commissioners 1800 27th Street Vero Beach, FL 32960 E-mail: sboyllna,indianriver.gov APPROVED AS TO FORM AND GAL FICIENCY Attest: Ryan L. Butler, Clerk of Circuit Court and Comptroller TO HER ASSISTANT C LINTY ATTORNEY By: LjDeputy Clerk 21 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 EXHIBIT 1 DEFINITIONS 340B Claim means a Claim f'or a Covered Product (i) dispensed pursuant to the dispensing Participating Pharmacy's participation under Section 340B of the Public Health Service Act, 42 U.S.C. §256b, as amended, superseded or replaced, and the regulations promulgated thereunder ("PHS Act"). ACA means the Patient Protection and Affordable Care Act, as amended, and the regulations promulgated thereunder. Additional Fees means those service fees identified in Exhibit 3 (Administrative Services Fee Schedule), payable to RIGHTWAY for the performance of those specified services when selected by Client. Administrative Fees means the amount Per Eligible Person per Month (PMPM) or Per Eligible Employee per Month (PEPM) fee as set forth in Exhibit 3 (Administrative Services Fee Schedule, payable to RIGHTWAY for the performance of this Agreement and certain specified Services under this Agreement. This does not include amounts paid for Covered Products (e.g., Ingredient Cost, Dispensing Fees, and taxes), Additional Fees, or Ancillary Service Fees. Ancillary Service Fees means those service fees identified in Exhibit 3 (Administrative Services Fee Schedule), or otherwise in the Agreement and/or agreed to by the parties in writing, and not including any Administrative Fee. Authorized Users means each of Client's active employees "Eligible Employee" and dependents, and retired employees and dependents, who satisfy all the eligibility criteria necessary to receive Care Navigation Services under Client's plan. Average Wholesale Price or AWP means the average wholesale price of a Covered Product, based on the 11 -digit NDC for the actual package size of the Covered Product as submitted by the Participating Pharmacy, as published and updated by the Pricing Source. AWP does not represent a true wholesale price, but rather is a fluctuijting henclunark provided by third -party pricing sources. AWP Discount means the result of a Claim's total ingredient cost, before Cost -Sharing Amount deducted. subtracted from the Claim's AWP divided by the AWP. AWP Discount Guarantee means the minimum aggregate AWP discount guarantee as set forth in Exhibit 4 (Pharmacy Pricing and Rebates) for all Claims for each Pricing Category, as calculated, reported and reconciled in accordance with Exhibit 4 Pharmacy Pricing and Rebates). Brand Covered Product or Brand Drug means a single source or multi -source Covered Product designated by RIGHTWAY using indicators from the Pricing Source and reporting services and RIGHTWAY's standard policies, including where the Pricing Source multi -source indicator for the Covered Product contains an "M" (co -branded product), "O" (originator brand) or an "N" (single source brand) for the Covered Product on the date dispensed (except where the Claim is submitted with both an O and a DAW code of "Y', "5", "6", or "9" in which case it shall be considered a Generic Covered Product). Business Day means all days except Saturdays, Sundays, and RIGHTWAY designated holidays. All references to "day" or "days" in this Agreement are to calendar days unless "Business Day" is specified. 22 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Claim means those Covered Product claims processed through RIGHTWAY's designated on-line claims adjudication system or otherwise transmitted or processed in accordance with the terms of this Agreement in connection with the Plan. Client -Contracted Participating Pharmacies means those licensed pharmacies that are owned and operated by Client or contracted directly with Client to provide Covered Products for Eligible Persons, and do not utilize RIGHTWAY's contracted rates for Client Claims. Client -Contracted Participating Pharmacies may include retail, long term care, home infusion, ITU, mail order, and/or specialty pharmacies, if applicable. Confidential Information has the meaning given in Section 8.03 (Confidential Information) of this Agreement. Contract Year means the twelve (12) month period starting on the Effective Date of this Agreement and continuing on each anniversary date thereafter. Coordination of Benefits means Claims administration when Eligible Persons are covered by more than one pharmacy benefit plan. Cost -Sharing Amount means the coinsurance, copay, deductible or other cost sharing amount, either as a specified dollar amount or as a percentage of eligible expenses, that a Participating Pharmacy may collect from an Eligible Person for Covered Products pursuant to Client's Plan Documents (or for certain Participating Pharmacies, if less, the U&C of the Covered Products). Covered Products means those prescription drugs and ancillary devices and supplies that are covered under Client's Plan Documents. Direct Reimbursement Claim means a request for reimbursement for the cost of one or more Covered Products dispensed by a pharmacy and submitted by a Participating Pharmacy, a Non -Participating Pharmacy, or an Eligible Person in a pre-printed universal Claim form acceptable to RIGHTWAY. Dispensing Fee means the fee charged to Client and paid to a Participating Pharmacy for the filling of a Covered Product for an Eligible Person. Dispensing Fee Guarantee means the maximum average aggregate Dispensing Fee guarantees as set forth in Exhibit 4 (Pharmacy Pricing and Rebates) of this Agreement for each respective Pricing Category, as measured, reported, and reconciled in accordance with Exhibit 4 (Pharmacy Pricing and Rebates). Eligibility File means the list of Eligible Persons provided to RIGHTWAY by Client in accordance with this Agreement. The Eligibility File shall be prepared, maintained, and updated by Client, and delivered to RIGHTWAY in accordance with this Agreement. Eligible Person means each of Client's active employees "Eligible Employee" and dependents, and retired employees and dependents, who satisfy all the eligibility criteria necessary to receive pharmacy benefits under Client's Plan and are identified by Client to RIGHTWAY in accordance with the provisions of this Agreement as eligible for such benefits. 23 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Formulary means the list of FDA -approved Covered Products developed by RIGHTWAY's Pharmacy and Therapeutics Committee, approved and adopted by Client and subject to Client's Plan Documents and coverage decisions. Generic Covered Product or Generic Drug is a Covered Product for which there is an approved application under § 5050) of the Federal Food Drug and Cosmetic Act (21 USC 3550)) and the Pricing Source multi -source indicator for the Covered Product is a "Y" on the date dispensed. Claims submitted with the Pricing Source multi -source indicator of "O" and also submitted with a DAW code of "3", "5", "611, "9" shall also be considered a Generic Covered Product. Government Agency(ies) means government agencies, including but not limited to state Medicaid agencies, Veteran's Administration ("VA") facilities, Indian Health Services and Bureau of Indian Affairs ("IHS"), and Department of Defense ("DOD") military treatment facilities (or other similar facilities) ("MTF"), or the agencies' or facilities' third -party representatives. HIPAA means the Health Insurance Portability and Accountability Act of 1996, and regulations promulgated thereunder, as amended from time to time. HIPAA Privacy Rule means the federal regulations related to the use and disclosure of patients' Protected Health Information under 45 CFR Parts 160, 162 and 164, as amended from time to time. Initial Term means the initial term of this Agreement as defined in Section 5.01 (Term of Agreement; Automatic Renewal) of this Agreement. Law means any federal, state or local constitution, act, statute, code, rule, regulation, or standard, including any such rule, regulation, or standard issued by the Centers for Medicare and Medicaid Services, the Office of the Inspector General, the Department of Labor, a state department of insurance, or any other government or quasi -governmental entity; any objective criteria contained in any applicable permit or approval; any legislative or administrative action of the United States of America or of any state or agency, department, authority, political subdivision or other instrumentality thereof, and any decree, judgment or order of a court. Mail Service Pharmacy or Mail Service or Mail Order means a pharmacy where prescriptions are filled and delivered to Eligible Persons via the United States Postal Service, United Parcel Service or other delivery service, and which has entered into an agreement with RIGHTWAY to dispense Covered Products. Manufacturer means a pharmaceutical, biotech, medical equipment, or medical device manufacturer, and/or any other entity that performs sales, distribution, and/or marketing functions (including wholesalers and distributors) with respect to any such manufacturer's products. Material Breach means a breach such that a reasonable person in the position of the non -breaching party would wish to terminate this Agreement because of that breach. Maximum Allowable Cost ("MAC") means the maximum allowable cost determined by RIGHTWAY and updated at least quarterly, or more frequently as required by Law, based upon review and analysis of current pricing in the marketplace. Upon request, RIGHTWAY will provide Client or its designee with a current MAC list. 24 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Minimum Rebate Guarantee means the total minimum Rebates guaranteed to Client for Covered Products on the Formulary as measured, reported, and reconciled in accordance with Exhibit 4 (Pharmacy Pricing and Rebates). Non -Participating Pharmacy means a pharmacy that does not have an agreement with RIGHTWAY to dispense Covered Products to the Eligible Persons receiving benefits under this Agreement. Paid Claim means a Claim that meets coverage requirements under the Plan Document and is payable or subsequently paid, net of any adjustments. Paid Claims do not include any reversed Claims, duplicate Claims, or rejected Claims. Participating Pharmacy means a pharmacy, or a company authorized to represent one or more subsidiary, affiliated, or franchised pharmacies, which has entered into an agreement with RIGHTWAY to dispense Covered Products. For purposes of this Agreement, a "Participating Pharmacy" will not be considered a representative, subcontractor, or agent of RIGHTWAY and will include the Mail Service Pharmacy and the Specialty Pharmacy. Pass -Through means that the price that RIGHTWAY pays Participating Pharmacies for dispensing a Covered Product to an Eligible Person is equal to the amount that RIGHTWAY invoices Client for a Covered Product; and Rebates are provided to Client in accordance with Article IV, and RIGHTWAY does not retain any Rebates or any other direct financial benefits from drug manufacturers or pharmacies and pays all such amounts it receives to Client. Plan means Client's self-funded plan, which provides pharmacy benefits to Eligible Persons, but only with respect to those provisions of the plan relating to the self-funded health benefits RIGHTWAY is administering. Plan Administrator means the current or succeeding person, committee, partnership, or other entity designated the Plan Administrator by Client and who is generally responsible for the Plan's operations. Plan Documents means a description of Client's Plan related to pharmacy benefits and limitations thereto, including the framework of policies, interpretations, rules, practices and procedures applicable to such benefits, required and signed by Client and submitted to RIGHTWAY in a mutually approved format. The Plan Documents shall not include any amendments except as provided in Section 3.03 (Plan Documents) of this Agreement. Practitioner means a physician or other health care provider authorized to prescribe medication to Eligible Persons. Pricing Category means each AWP Discount Guarantee, Dispensing Fee Guarantee, and Minimum Rebate Guarantee included in Exhibit 4 (Pharmacy Pricing and Rebates). Pricing Source means Medi -Span (or other nationally recognized third -party pricing source utilized by RIGHTWAY). RIGHTWAY shall not utilize more than one Pricing Source and shall use the same updated national drug file for invoicing Client and for paying Participating Pharmacies and for providing all Services hereunder. 25 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Prior Authorization means a prospective review to verify that certain criteria required by Client are satisfied for specific Covered Products prior to processing the Claim for such Covered Products. Protected Health Information (PHI) has the meaning set forth in Exhibit 7 (Business Associate Agreement). Rebates means all rebates, discounts, or other financial incentives, including Manufacturer administrative fees, received by RIGHTWAY that are paid by a Manufacturer in connection with Covered Products dispensed to Eligible Persons under the Plan, and do not include any other Manufacturer monies received by RIGHTWAY and not directly attributable to Covered Product utilization of Eligible Persons. Rebate Aggregator means any party engaged by RIGHTWAY for the purpose of obtaining Rebates. Client acknowledges that reasonable formulary management fees and costs may be retained by the Rebate Aggregator. Renewal Term means the time period as defined in Section 5.01 (Term of Agreement; Automatic Renewal) of this Agreement. Retail Pharmacy means a resident licensed pharmacy that primarily dispenses Covered Products via a retail, storefront location that accepts walk-in customers, and such other criteria set forth on RIGHTWAY's enrollment and/or credentialing forms, as may be amended from time to time. Retail 30 Claim means any Paid Claim, other than Specialty Drug Claims, filled through a Retail Pharmacy for a days' supply less than or equal to 83 days. Retail 90 Claim means any Paid Claim, other than Specialty Drug Claims, filled through a Retail Pharmacy for a days' supply 84 days or greater. Services means the services provided by RIGHTWAY pursuant to this Agreement. Specialty Pharmaceuticals or Specialty Drug means those biotech and other Covered Products identified by RIGHTWAY as specialty pharmaceuticals from time to time, which typically include pharmaceutical products that are generally biotechnological in nature, including but not limited to those that are injected, infused, or orally administered, and are typically used for complex, life threatening, or chronic conditions and that may have special shipping, administration, or handling requirements. A then -current list of Specialty Pharmaceuticals may be obtained at any time by contacting RIGHTWAY. RIGHTWAY reserves the right to modify the Specialty Drug list from time to time. Specialty Pharmacy means a pharmacy that has entered into an agreement with RIGHTWAY to dispense Covered Products including Specialty Pharmaceuticals to Eligible Persons and is designated by RIGHTWAY as a preferred specialty provider. Tax or Taxes means a charge imposed, assessed, or levied by any federal, state, local, or other governmental entity in connection with Services provided hereunder. F 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Usual and Customary Price or U&C means the retail price, including any minimum price, charged by a Non -Participating Pharmacy or a Participating Pharmacy for a Covered Product in a cash or uninsured transaction on the date such product is dispensed. Wholesale Acquisition Cost or WAC means the wholesale acquisition cost pricing data for a given pharmaceutical product, as published by Medi -Span or another nationally recognized drug database reporting service used by RIGHTWAY. Year One means October 1, 2025 through September 30, 2026. Year Two means October 1, 2026 through September 30, 2027. Year Three means October 1, 2027 through September 30, 2028. 27 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 EXHIBIT 2 DESCRIPTION OF SERVICES Section 1. Implementation Services. RIGHTWAY will assign designated personnel to Client in order to implement the Services provided under this Agreement. The RIGHTWAY implementation team will facilitate the implementation of all aspects of the Client pharmacy benefit program and will provide Client the following standard implementation services: (a) loading Eligibility Files; (b) encoding Client's Plan Documents within the RIGHTWAY information services and Claims processing systems; (c) creating and encoding Client's Plan Documents within the Participating Pharmacy network active in the RIGHTWAY system; (d) initiating for Client a standard reporting package, without modification, from RIGHTWAY's standard report library; (e) implementing standard RIGHTWAY system edits; (f) development of standard identification cards with RIGHTWAY logo for digital use, or providing processing information needed by Client for production of a combined identification card by Client; (g) enabling Client's connectivity through a virtual private network or file transfer protocol to RIGHTWAY's system; (h) implementing standard Prior Authorization guidelines required by Client (when Prior Authorization services are purchased without customization); (i) producing standard Prior Authorization letters, from RIGHTWAY's standard library (when Prior Authorization services are purchased without customization); and 0) launching email activation campaign to Eligible Persons to facilitate use of RIGHTWAY app. Section 2. Client Services. RIGHTWAY will assign to Client and Plans an account manager to direct Client's pharmacy benefit program following implementation. The account manager, assisted by pharmacists and other RIGHTWAY personnel, will respond to general inquiries and requests from Client's benefit group and will provide general support and consultative services related to Plan design, Covered Products utilization and charges, Participating Pharmacy network changes, Eligible Person communications and Formulary management and support. Section 3. Call Center Services. RIGHTWAY will maintain call centers, which will be accessible through a toll-free telephone line, responsible for responding to inquiries from Participating Pharmacies, other providers, and Eligible Persons regarding the Services provided by RIGHTWAY under this Agreement. Call center personnel will respond to questions related to eligibility of individuals, Plan Documents, Cost -Sharing Amounts, maximum benefit status, direct reimbursement, and in the case of Participating Pharmacies, online adjudication instruction. RIGHTWAY customer service will be available twenty-four hours a day, seven days a week, excluding Christmas Day and Thanksgiving Day. RIGHTWAY reserves the right to change such hours of operation and RIGHTWAY shall notify Client and the Participating Pharmacies prior to any such changes, provided that any such changes will comply with applicable Law. Section 4. Eligible Person Materials. Upon Client request and as documented in the Plan benefit summary document executed by the Client, RIGHTWAY will provide identification cards in accordance with the fees outlined in Exhibit 3 (Administrative Services Fee Schedule), unless provided by a third party designated by Client or by Client directly. If Client elects to use a third party to provide the identification card or to provide it directly, the cost will be the responsibility of the Client. Section 5. Pharmacy Network. RIGHTWAY will provide a network of Participating Pharmacies including Retail Pharmacies, Mail Service Pharmacies, and Specialty Pharmacy Participating Pharmacies, that will perform pharmacy services for Eligible Persons according to their Participating Pharmacy agreement. Although the composition of the Participating Pharmacy network may change due to the 28 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 addition or withdrawal of specific Participating Pharmacies, RIGHTWAY will use commercially reasonable efforts to ensure that the network includes Participating Pharmacies such that the network will provide reasonable access and availability to the Eligible Persons; provided that RIGHTWAY does not guarantee the number of Participating Pharmacies in the network. If Client requests that RIGHTWAY encourage a pharmacy to become a Participating Pharmacy by offering such pharmacy reimbursement rates that exceed the rates set forth in Exhibit 4 (Pharmacy Pricing and Rebates), then RIGHTWAY shall use such revised reimbursement rates for such pharmacy; provided, however, RIGHTWAY may refuse to add pharmacies to its network if they do not meet RIGHTWAY's minimum credentialing criteria or are owned by, or under common control with, a direct competitor of RIGHTWAY. RIGHTWAY does not employ Participating Pharmacies, and they are not RIGHTWAY's agents or partners. Participating Pharmacies participate in RIGHTWAY's pharmacy networks only as independent contractors. Participating Pharmacies and Eligible Persons are solely responsible for any health care services rendered to Eligible Persons. RIGHTWAY is not liable for the acts or omissions of any provider or facility rendering services. Participating Pharmacies will be provided with information concerning drug interaction, safety edits, and generic substitution and therapeutic intervention programs. Providers are individually responsible for acting or not acting upon information generated and transmitted and for performing Services in each jurisdiction consistent with the scope of their licenses. These drug utilization review services are necessarily limited by the amount, type, and accuracy of Eligible Person information made available to RIGHTWAY. (a) Listing of Participating Pharmacies. RIGHTWAY will make available an up- to-date list of Participating Pharmacies in its network on-line via its website. In addition, RIGHTWAY shall make printed versions of the list of Participating Pharmacies or relevant portions of the list available upon request to Eligible Persons through its Customer Service Call Center representatives. (b) Mail Service Pharmacy. RIGHTWAY will provide Client a mail service program through which the Mail Service Pharmacy will fill prescriptions for Eligible Persons and will mail such prescriptions to Eligible Persons subject to the terms set forth in Exhibit 4 (Pharmacy Pricing and Rebates). (c) Specialty Pharmacy. RIGHTWAY will provide Client a Specialty Pharmaceuticals program which provides a distribution channel for certain Covered Products that are Specialty Pharmaceuticals. The Specialty Pharmacy will dispense Specialty Pharmaceuticals to Eligible Persons subject to the terms set forth in Exhibit 4 (Pharmacy Pricing and Rebates). (d) Ninety Day at Retail. RIGHTWAY will quote a limited ninety (90) day at retail network upon Client's request. Client is responsible for complying with all applicable Laws and regulations, for making any appropriate notifications to its Eligible Persons concerning the ninety (90) day at retail program, and for making any appropriate changes to its Eligible Person materials to reflect Client's participation in the ninety (90) day at retail program. (e) Pharmacy Audits. RIGHTWAY shall maintain a pharmacy audit program, the criteria of which may be amended from time to time. Participating Pharmacy audits may be conducted by RIGHTWAY's internal auditors or its outside auditors at the Participating Pharmacy or at RIGHTWAY by a review of electronically submitted Claims. Client acknowledges and agrees that RIGHTWAY may, but is not required to, initiate any collection action to collect any audit discrepancies. In the event RIGHTWAY does initiate a collection action against a Participating Pharmacy for any audit discrepancy, RIGHTWAY may offset any reasonable costs, including reasonable attorneys' fees and expenses, arising from any such action. Such expenses will be allocated among RIGHTWAY's affected or impacted customers on a prorated basis against the amount of the recovery. RIGHTWAY's obligation to conduct audits and to attempt 29 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 collection and reconciliation, as described, shall be RIGHTWAY's sole obligation with respect to remedying audit discrepancies. Section 6. Claim Processing. (a) General. RIGHTWAY will process Claims with dates of fill on or after the Effective Date, through and including Claims with dates of fill prior to the termination of this Agreement. Provided that the Eligibility Files and Plan Documents information received from Client conforms with RIGHTWAY's specifications for such information and is provided at least two (2) Business Days prior to being effective, RIGHTWAY will process all Claims according to the Prescription Pricing Schedule in Exhibit 4 (Pharmacy Pricing and Rebates), Client's Eligibility Files, Plan Documents, HIPAA-required transaction code sets, in compliance with the procedures and timeframes specified under applicable U.S. Department of Labor regulations and applicable regulations under the ACA, as may be updated from time to time. RIGHTWAY shall make final decisions on Claims and appeals relating to Services under this Agreement, which decisions shall be final and binding on all Plan participants. The Plan Administrator hereby delegates to RIGHTWAY discretionary authority to determine entitlement to benefits under the Plan for each Claim and/or appeal received, including discretionary authority to interpret and construe the terms of the Plan, and RIGHTWAY agrees to undertake such duty. (b) Government Agency Submitted Claims. Government Agencies may submit Claims for, on behalf of, or in the name of Eligible Persons. RIGHTWAY will process and pay these Claims on behalf of Client consistent with the terns of this Agreement. Any amounts payable to a Government Agency will be deemed Covered Products under the Plan. Government Agencies may also submit requests for Eligible Persons lists to RIGHTWAY and, Client agrees that RIGHTWAY may submit Eligible Person information to the Government Agencies in response to such requests or allow Government Agencies to have electronic access to such lists, under a data use agreement. Eligible Person lists may include up to three (3) years of eligibility data or such longer time required by Law. Notwithstanding any other provision of this Agreement, Client acknowledges and agrees that when processing Government Agency submitted Claims, Client and Plan requirements may not apply (e.g., statutory time frames for submission of Claims may exceed Client specified time frames; days' supply limitations may not apply; Prior Authorization requirements may not apply). Client agrees that any Claims that are received after the termination or expiration of this Agreement, but filled prior to the termination or expiration, shall be processed as agreed to under this Agreement for the duration of the applicable Claims Run -Out period agreed to by the parties (as applicable) and thereafter shall be returned to the submitter with notice to submit to Client for processing. RIGHTWAY will not process Claims that predate this Agreement. In all other respects, these Claims shall be payable by Client as all other Claims are under this Agreement. (c) Direct Reimbursement Claim. Upon request, RIGHTWAY will provide an Eligible Person and Participating Pharmacies with a RIGHTWAY-approved Claim form that must be used when submitting a Direct Reimbursement Claim for Covered Products. Eligible Persons will use the form when requesting reimbursement for Covered Products provided by a Participating or Non -Participating Pharmacy. When such a Claim is submitted on the approved form, RIGHTWAY will process the Claim according to the Plan Documents and in the amount approved by the Client for payment. (d) Coordination of Benefits. RIGHTWAY's Coordination of Benefits ("COB") process manages and administers Coordination of Benefits at the point of sale as mutually agreed upon and reliant upon a COB indicator provided to RIGHTWAY by Client on the Eligibility File. 30 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. Docusign Envelope ID: 921 F7A24-D5CE4BCC-9F3C-5E7844661266 RIGHTWAY does not assume responsibility for establishing Coordination of Benefits filing order for subsequent coverages, nor responsibility for Coordination of Benefits investigational efforts, subrogation, or coordination with Worker's Compensation. Section 7. Electronic Prescribing. RIGHTWAY will provide its standard e -prescribing program, providing for a real time electronic interface to allow e -prescribing. E -prescribing connectivity vendors are independent third -party contractors and are not employees, subcontractors, or agents of RIGHTWAY. RIGHTWAY shall have no liability for a claim resulting from any act or omission of a connectivity vendor, physician, or physician software vendor or the services such party provides. Section 8. Standard PBM Reports/Tools. RIGHTWAY shall prepare and deliver to Client core reports no later than thirty (30) days from the close of the month or quarter, as applicable. Client will receive RIGHTWAY's Standard Report Package. RIGHTWAY Standard Report Package will include reports generally available to RIGHTWAY's clients, with information reasonably necessary for Client to manage and oversee its Plan. Additional, ad hoc, or customized reports shall be quoted upon request and the parties will negotiate in good faith to agree on a due date for any such report report(s). Section 9. Data Services. RIGHTWAY will deliver the following data services to Client, in conjunction with the assistance of Client or Client Service Provider as mutually agreed upon and subject to Section 8.03 (e) of this Agreement. (a) Accumulator File (deductible & MOOP). Upon at least one hundred and twenty (120) days advance notice, RIGHTWAY will integrate with a single Client Service Provider (e.g. TPA or medical carrier) by providing Client Service Provider with the data reasonably necessary for Client to manage Eligible Person's deductible and MOOP on behalf of the Plan in the RIGHTWAY standard file format, or as mutually agreed upon otherwise ("Accumulator File"). The Accumulator File will be provided to Client Service Provider in the distribution method and frequency mutually agreed upon by RIGHTWAY and Client Services Provider during integration. Any changes requested by Client or Client Service Provider to the Accumulator File, frequency, or distribution method shall be provided to RIGHTWAY in writing and will be subject to RIGHTWAY approval. (b) Claim Data. RIGHTWAY will provide Client and up to two (2) Client Service Providers with an electronic file in RIGHTWAY's standard format and distribution method of all Paid Claims for the Client prescription drug program on a monthly basis or such other time frame agreed upon by the parties. (c) RIGHTWAY Consumer Engagement Mobile Application. RIGHTWAY will make available to Eligible Persons that have completed the standard registration process the RIGHTWAY mobile application which will include at a minimum access to navigators and digital identification card. (d) RIGHTWAY Consumer Engagement Web Application. RIGHTWAY will maintain a standard web -based application for RIGHTWAY's book of business including their members will have access to general RIGHTWAY information such as Formulary and Participating Pharmacy listings. Section 10. Clinical and Other Services. RIGHTWAY will provide Client's Plan and its Eligible Persons certain clinical and ancillary services to facilitate Eligible Persons' appropriate utilization of Covered Products. 31 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 (a) Standard Clinical Programs. RIGHTWAY's standard clinical programs may include the following offerings. (i) Concurrent Drug Utilization Review. Participating Pharmacies will be provided with information concerning drug interaction, safety edits, and generic substitution and therapeutic intervention programs. Providers are individually responsible for acting or not acting upon information generated and transmitted and for performing Services in each jurisdiction consistent with the scope of their licenses. These drug utilization review services are necessarily limited by the amount, type, and accuracy of Eligible Person information made available to RIGHTWAY. (ii) Retrospective Drug Utilization Review. RIGHTWAY will retrospectively review previously approved Claims for potential fraud or abuse, and clinical appropriateness. RIGHTWAY will analyze Eligible Persons' drug profiles and review one or more specific therapeutic categories or issues. Automatic algorithms will be employed to identify Eligible Persons receiving the profiling and targeted drug therapy. RIGHTWAY also will contact Practitioners and Participating Pharmacies as needed to discuss therapeutic issues and to offer suggestions for alternative therapy. (iii) Treatment Alternatives. Client agrees that consistent with the F PAA Privacy Rule and applicable Law, RIGHTWAY may contact Eligible Persons to provide refill reminders or information about treatment alternatives, including, but not limited to, Brand and Generic Covered Products, or other health-related benefits and services that may be of interest to such Eligible Persons. In connection with these services, RIGHTWAY also may provide Participating Pharmacies and Practitioners information, electronic messaging, and communications about such alternatives and services. Client further agrees that Participating Pharmacies and Practitioners may contact Eligible Persons regarding refill reminders or information about treatment alternatives, provided that such action is not inconsistent with applicable medical standards of care or any limitation imposed by applicable Law. (iv) Prior Authorizations. RIGHTWAY will provide Client with Prior Authorization/step therapy services. (v) Quantity Limits. RIGHTWAY will provide Client with quantity limit services. (vi) Formulary Management. RIGHTWAY shall provide a recommended drug Formulary to Client and Client hereby adopts, as part of the Plan design and as Client's formulary, such Formulary (as amended from time to time). Client agrees to implement, administer, and cooperate with RIGHTWAY and to facilitate Eligible Persons' utilization of the Formulary. Notwithstanding anything to the contrary in the Agreement, Client hereby authorizes RIGHTWAY to implement Prior Authorizations, step therapy edits, and quantity limits under the Formulary. RIGHTWAY may communicate with Eligible Persons, Participating Pharmacies, and Practitioners regarding the Formulary. Such communications may include, but are not limited to (a) pre -implementation letters to Eligible Persons targeting prescription drugs that are no longer covered by the Formulary or that may require a generic product to be tried prior to the brand product, (b) post -implementation letters sent to impacted Eligible Persons alerting them of any Formulary changes, and (c) notification letters to Practitioners identifying the drugs available on the Formulary. (vii) Formulary Support Programs. RIGHTWAY will offer Client Formulary support programs intended to assist in the transition of Client's Eligible Persons from their 32 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 current drug utilization mix to a new mix of utilized products that are therapeutically equivalent and are better aligned with the RIGHTWAY Formulary. (viii) Appeals. RIGHTWAY will provide Client Plan's with an appeals program as follows (the "Appeals Program"): (1) First Level Appeals: RIGHTWAY shall be responsible for conducting appeals relating to prescription drug benefit determinations (as related to Claim adjudication). Such reviews will be based on the Plan Documents with respect to coverage of prescription drug benefits only and shall not include a review of medical necessity as may be defined under the terms of the Plan; (2) Medical Necessity Reviews: RIGHTWAY may contract with an independent vendor or vendors for the processing of appeals resulting from a denial of authorization of pharmacy benefits where the Eligible Person is entitled to obtain a review of the denial by an independent physician specialist. Such appeals process shall in compliance with the procedures and timeframes specified under the Appeals Program. The decision of the independent vendor shall be final, subject to external review below, or available judicial review only for abuse of discretion; and (3) External Reviews: RIGHTWAY shall contract with independent review organizations to provide external review of benefit determinations that are subject to external review under ACA. The decision of the independent review organization shall be final and binding on the Plan and Eligible Person, subject only to any judicial review. (ix) Treatment Decisions. Client Plan's acknowledges that the decisions, in all circumstances, to prescribe and dispense any prescription drug shall be made solely by the prescribing physician or health care provider and the dispensing pharmacist, respectively. (x) Drug Interchange Programs. RIGHTWAY may implement drug interchange program(s) for selected prescriptions, under which Practitioners may be contacted to obtain approval for the drug interchange. (b) Care Complete Specialty Programs. Upon Client's election, RIGHTWAY will provide Eligible Persons access to a RIGHTWAY pharmacist who will provide coverage, financial assistance and clinical support specific to Specialty Drugs as well as coordination of fulfillment of such Specialty Drugs with the Specialty Pharmacy. The program includes two levels of support as follows: (i) Care Complete Specialty - Basic. Upon Client's election of the Care Complete Specialty — Basic program, RIGHTWAY will assist Eligible Persons in accessing publicly available Specialty Drug copay assistance, when available, for their Cost -Sharing amount. RIGHTWAY will also manage the claim adjudication process. (ii) Care Complete Specialty - Enhanced. Upon Client's election of the Care Complete Specialty — Enhanced program which includes enrollment in the Care Compete Specialty - Basic program, RIGHTWAY will assist Client by identifying additional Specialty Drug alternative funding programs and provide Client with the coverage support needed to enable those Eligible Persons that may meet the financial requirements access to such programs as well as assist Eligible Persons who may be eligible in the enrollment process. (c) Care Complete Diabetes Program. Upon Client's election and Eligible Person's enrollment in the Care Complete Diabetes program, a licensed pharmacist will assess enrolled 33 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Eligible Person's diabetes status and work with both Eligible Person and Eligible Person's physician to determine if medication adjustment is needed. (d) Additional Services. In the event that Client requests RIGHTWAY to provide services other than those described herein including, but not limited to, special research projects, reports, consultative services (e.g., HIPAA compliance consultation), RIGHTWAY system changes to accommodate changes in Client's pharmacy program or system, or other tasks to be specifically performed for or on behalf of Client, Client shall pay to RIGHTWAY an additional charge as set forth in Exhibit 3 (Administrative Services Fee Schedule) or as otherwise mutually agreed upon by the parties in writing before the services are provided. Section 11. Rebate Contracting and Administration. Client authorizes RIGHTWAY to contract for Rebates for the Plan. Client agrees that during the Term of this Agreement, Client will not directly or indirectly negotiate, contract, or enter into any agreement with any Manufacturer, pharmaceutical company, or any other third party, for the purpose of obtaining Rebates or other discounts related to the drug utilization of Eligible Persons, including, but not limited to, the use of over the counter products. Client represents and warrants that, as of the Effective Date, it does not have any direct or indirect agreements, arrangements, and/or contracts with any Manufacturer, pharmaceutical company or other third party related to any Rebates or discounts relevant to the pharmacy benefits provided under the Plan. Client acknowledges that Rebates are intended to be paid only once by Manufacturers on Covered Product utilization and agrees not to participate in any other formulary, Rebate or discount program related to Covered Product utilization by Eligible Persons in connection with this Agreement. Client acknowledges and agrees that a breach of this section shall be deemed a Material Breach of this Agreement, including but not limited to if any Manufacturer's audit reveals that Client has submitted Covered Product utilization in a duplicitous manner to Manufacturers for purposes of Rebates or calculating Rebates, in which case, Client shall be solely responsible for the reimbursement of any Rebates improperly made based on such utilization, RIGHTWAY may terminate Client's participation in the Rebate program, and RIGHTWAY may pursue any additional rights and remedies it has under Law and/or this Agreement. Section 12. Transparency Disclosures. RIGHTWAY acknowledges that under the Transparency Regulations published by the Department of Labor, Health and Human Services and the Internal Revenue Service, as well as under the Consolidated Appropriations Act of 2021 and implementing regulations thereunder (collectively, the "Transparency Rules"), Client is responsible for various employee disclosures, public disclosures and government reporting or attestations on various components of its benefit coverages, including, but not limited to, negotiated rates, rebates, drug pricing, quality data, claims information (including service codes), fees and other similar plan information, which list of information may be clarified and/or expanded pursuant to future regulatory guidance. RIGHTWAY agrees that to the extent Client determines, in its reasonable discretion, that with respect to the Services provided by RIGHTWAY hereunder the Transparency Rules require RIGHTWAY to provide any such disclosure or transfer of information to Client to comply with the Transparency Rules, RIGHTWAY will cooperate with such request and provide such information in the time, form and manner reasonably requested by Client. RIGHTWAY understands and acknowledges that a failure to materially comply with the provisions hereunder will constitute a breach of contract and Client shall have the right to terminate the Agreement, report RIGHTWAY to the government, or take such other actions that Client determines, in its reasonable discretion, are required to allow Client to comply with the Transparency Rules. 34 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Section 13. Pharmacy Navigation Services. RIGHTWAY will make Pharmacy Navigation Services available to Eligible Persons including access to RIGHTWAY'S technology portal and patient navigator, which are designed to help Eligible Persons to navigate to the optimal cost and quality option for their condition, and the following services: • Patient Education & Management • Consumer Savings Recommendations (Digital) • Site of Service Optimization • Therapy Optimization Section 14. Care Navigation Services. RIGHTWAY will make Care Navigation Services avail- able to Client beginning on the Effective Date of the Agreement and continuing for the Initial Term and Renewal Term(s). "Care Navigation Services" means access to RIGHTWAY's technology portal and live care team (via call or chat), which are designed to help Authorized Users manage their health and healthcare through the provision of the following services: • Benefit navigation, education, and guidance • Finding and accessing care (e.g. provider search and cost transparency) • Appointment scheduling • Billing advocacy • Clinical guidance: o Triage and assessment; education, care decision support, care coordination, and proactive outreach 14.1 Minimum Requirements for Care Navigation Services. Client's execution of the Agreement shall be deemed as consent of Client for delivery of the following information to RIGHT - WAY in connection with the delivery and invoicing for the Care Navigation Services. 14.1.1 Eligibility Feed In connection with the delivery of the Care Navigation Services, Client must provide RIGHTWAY with a monthly census file during the Initial Term and Renewal Terms(s) of the Agreement. If Client is adding RIGHTWAY's Care Navigation Services for the first time, Client must also provide RIGHTWAY at least one initial census file for the period prior to the Effective Date of the Agreement. The census file to be provided shall include Authorized Users of RIGHTWAY's Care Navigation Services. Client is responsible for ensuring the accuracy of initial and monthly census files ("Eligibility Feed"). The Eligibility Feed shall serve as the basis for billing for RIGHTWAY's Care Navigation Services. If a current monthly file is not received from Client, RIGHTWAY will reference the most recent census file for billing and determination of Authorized Users who have access to RIGHT- WAY's Care Navigation Services. The Eligibility Feed shall include at least the following, and RIGHT - WAY reserves the right to modify or update the following as needed during the Initial Term and Renewal Term(s) of the Agreement (and as necessary to comply with Client's approved insurance carrier require- ments): • Census eligibility file — employee and dependent demographic and personal identi- fier information • Plan election for medical, dental, vision. 14.1.2 Plan Asset Information In addition to the Eligibility Feed, Client must provide RIGHTWAY with the following plan information prior to the Effective Date of the Agreement 35 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 and as part of the onboarding process: • Medical summary of benefits plan descriptions or other benefit documentation as applicable • HIPAA authorizations — as applicable • List of point solutions and services — as applicable • Customer medical group number • Vision and Dental: summary of benefits — as applicable if RIGHTWAY is to pro- vide associated support • Employee Assistance Program: if available, provide administrator contact/employee access • Health Savings Account: Yes/No. If yes, provide account administrator and annual limits • Additional notes and information that should be referenced by the RIGHTWAY care team. 14.2 Care Navigation Services ROI Assurance. Upon Client's election of Care Naviga- tion Services, RIGHTWAY provides Client with a minimum return on investment ("ROI") for Care Navi- gation Services in accordance with the terms and conditions described in Exhibit 8 (Care Navigation Ser- vices ROI Assurance Methodology and Terms). For avoidance of doubt, the ROI is not applicable to any other Services. Me, 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 EXHIBIT 3 ADMINISTRATIVE SERVICES FEE SCHEDULE RIGHTWAY's Administrative Dees to be paid by Client are outlined below. Administrative Fees: The following programs, excluding Consultant Fees, are referred to as the "Core Pharniacr Services" and are mandatory minimum moerams. Claims and Benefit ,admin Standard Clinical Programs • RIGHTWAY Formulary • Concurrent Drug Utilization Review • Prior Authorization / Step Therapy / Quantity Limits • First Level Appeals • Retrospective prescribing review Pharmacy Navigation • Patient Education & Management - Access to a pharmacist • Consumer Savings Recommendations (Digital) • Site of Service Optimization • Therapy Optimization Care Navigation Services Fee (Authorized Users enrolled in medical benefit) Care Navigation Services Fee (Authorized Users $5.70 PMPM 1 $5.80 PMPM 1 $5.90 PMPM $2.25 PMPM 1 $2.25 PMPM 1 $2.25 PMPM $0.85 PMPM I $0.85 PMPM I $0.85 PM 1'M 37 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 eligible for medical benefit, but not enrolled) Additional Fees: The following programs are optional programs that may be selected by Client in addition, but not in lieu of, the Core Pharmacy Services. Care Complete Specialty - Basic ("CAP") Care Complete Specialty - Enhanced Credits and Allowances: $1.50 1 $1.50 1 $1.50 PMPM PMPM PMPIV 25% Shared 1 25% Shared 1 25% Shared Ancillary Service Fees: Optional services Fee Implementation and plan setup Pre -implementation guided discover Included in Administrative Fee Requirements approval process Included in Administrative Fee Dedicated implementation project manager Included in Administrative Fee Status and communication frequency — weekly Included in Administrative Fee Pre -implementation and go -live staffing Included in Administrative Fee Secure Client web portal (up to 5 users) Included in Administrative Fee Post implementation review Included in Administrative Fee 38 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Optional Program consultation Included in Administrative Fee Standard Coordination of Benefits Included in Administrative Fee Customized Eligible Person communications (Client's logo or other customizations outside of standard) To be quoted based on customization RIGHTWAY directed transition notification mailings Included in Administrative Fee if required data is provided in accordance with project implementation plan Client directed transition notification mailings To be quoted Email activation campaign Included in Administrative Fee if required data is provided in accordance with project implementation plan RI(;1-ITWAY directed telephonic outreach Included in Administrative Fee if required data is provided in accordance with project implementation plan Client directed telephonic outreach To be quoted Eligible Person fulfillment Communication (Eligible Person and physician) Digital included; hard copy printing costs plus postage Benefit design/coverage change notification Digital included; hard copy printing costs plus postage Pharmacy ID card — digital Included in Administrative Fee in RIGHTWAY's standard format; custom format to be quoted Pharmacy ID card — physical $5.00 plus postage in RIGHTWAY's standard format per ID card set; custom format to be quoted Pharmacy ID card replacement $5.00 plus postage in RIGHTWAY's standard format per ID card set; custom format to be quoted Claims management Point of service Claims processing Included in Administrative Fee Direct Reimbursement Claims processing (Eligible Person submitted paper Claims) $3.00 per Direct Reimbursement Claim processed plus postage 39 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Optional $3.00 per UCF processed Manual pharmacy submitted Claims processing (UCF) (Pharmacy submitted Direct Reimbursement Claims) Government Agency Claims processing $3.00 per Claim Standard eligibility management services Included in Administrative Fee Claim adjustments — Client requested or $3.00 per adjustment retrospective accumulator changes Pharmacy network services RIGHTWAY network management Included in Administrative Fee Pharmacy network credentialing & Included in Administrative Fee compliance Mail service program management Included in Administrative Fee Specialty program (RIGHTWAY Specialty Included in Administrative Fee Drug) clinical management Maximum allowable cost (MAC) program Included in Administrative Fee administration Pharmacy reimbursement Included in Administrative Fee Pharmacy provider compliance audits: Included in Administrative Fee if done at RIGHTWAY's Routine compliance audits facilitated through direction in our standard pharmacy audit program. correspondence/telephonic interviews Client requested pharmacy auditing services For Client requested audits the following fees apply: 10% of recoveries $750 per desk audit $2,500 per on-site audit E -prescribing Included in Administrative Fee Pharmacy provider communications — Included in Administrative Fee including quarterly newsletter, pharmacy panel meetings, client implementation communications 40 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Optional Data services RIGI ITWAY standard Claims data file export Up to 2 Client feeds included in Administrative Fee; additional feeds to be quoted upon request Standard Report Package Included in Administrative Fee Online access to reporting Included in Administrative Fee (up to one user license) Transparency reporting (e.g. RxDC reporting) Included in Administrative Fee Custom and/or ad hoc report creation To be duOtcd Accumulator (deductible & MOOP) with one Included in Administrative Fee for a standard batch file; integrated TPA or medical carrier other technologies quoted upon request Post -termination transition file package Included in Administrative Fee (RIGHTWAY's standard format) including: Eligibility file PA file Open refill files Claims data export file for up to 12 months of Claims Formulary file Run -Out Period Claims processing post $1.50 per transaction (excluding rejections) termination fee Run -Out Period post termination file feeds $100 per data file Run -Out Period post termination support $300 per hour Client services Client services executive support Included in Administrative Fee Clinical account executive support Included in Administrative Fee Quarterly review reports Included in Administrative Fee Operational meetings Included in Administrative Fee 41 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Optional Health fair & employee meeting support Pass through of reasonable expenses (travel, swag. ctc.); prior approval required by Client Other professional services (e.g., specialized $200 per hour reporting, plan design, member communications, custom programming, audit support, etc.) Clinical professional services (e.g., create and $225 per hour manage custom clinical policies and/or custom formulary, etc.) Customer care Integrated call center with live representative Included in Administrative Fee service during operating hours: Eligible Person & pharmacy help desk RIGHTWAY consumer engagement mobile Included in Administrative Fee and web standard applications Formulary and rebate RIGHTWAY Formulary management (does Included in Administrative Fee not include Client custom formularies) P&T committee review & support Included in Administrative Fee Manufacturer contracting and management Included in Administrative Fee Safety and utilization management Online Concurrent DUR Included in Administrative Fee Standard Prior Authorization services Included in Administrative Fee (guidelines and letters) Step therapy care and quantity limits Included in Administrative Fee Treatment alternatives Included in Administrative Fee 42 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Please note other optional services can be quoted upon request. 43 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. Drug interchange Included to Administrative Fee Annual benefit summary (EOB) 53.00 plus postage Clinical communications RIGHTWAY directed included in Administrative Fee. Customized is $3.00 per clinical communication letter plus postage. First Level Appeals Included in Administrative Fee Medical Necessity Reviews (at administrative $600.00 per hour for preparation and participation in or judicial level) external appeals, plus reasonable travel expenses if applicable External appeals (reviewed by independent Costs passed through from IRO to Client review organization or IRO) Creditable coverage determination $2,000 per occurrence Medicare Retiree Drug Subsidy Services Medicare Part D RDS support Annual base charge of $8,500, plus a monthly per Eligible Person fee calculated based on Eligible Persons whom are RDS Program participants and in accordance with the fol- lowing tiered fee schedule: • 1 to 100 total RDS Program participating Eligible Per- son(s) — $1.25 • 101 to 500 total RDS Program participating Eligible Persons — $1.00 Please note other optional services can be quoted upon request. 43 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 EX11113IT 4 PHARMACY PRICING AND REBATES PASS-THROUGH PRESCRIPTION PRICING AND REBATE SCHEDULE FOR AVOIDANCE OF DOUBT, THIS EXHIBIT 4-B DOES NOT APPLY TO CARE NAVIGATION SERVICES In accordance with the terms of this Agreement, RIGHTWAY will deliver the value of the proposed AW I' Discount Guarantee, Dispensing Fee Guarantee and Minimum Rebate Guarantee set forth in Sections A and B below, including any upside performance after reconciliation. Offset Rights: As it pertains to AWP Discount Guarantees and Dispensing Fee Guarantees the financial perfonnance of overage in one or more Pricing Category may not be applied to offset a shortfall in one or more other Pricing Category. For avoidance of doubt, overage in any individual Minimum Rebate Guarantee Pricing Category may be used to offset shortfall in another Minimum Rebate Guarantee Pricing Category, but not AWP Discount Guarantee and Dispensing Fee Guarantee Pricing Categories. Guarantee Reporting and Reconciliation: RIGHTWAY will provide Client with an AWP Discount Guarantee and Dispensing Fee Guarantee reconciliation report within ninety (90) days after the end of each Contract Year. RIGHTWAY will provide Client with a Minimum Rebate Guarantee reconciliation report within one hundred eighty (180) days after the end of each Contract Year. If the actual performance is less than the guaranteed amounts, RIGHTWAY will make up any Net Shortfall on a dollar -for -dollar basis as a credit to Client on a future invoice(s). For purposes of this Agreement, Net Shortfall is defined as the sum of all shortfalls for each Pricing Category after application of offset rights. For the avoidance of doubt, Client shall retain one hundred percent (100%) of any guarantee overperformance. A. Participating Pharmacy ANNT Discount Guarantees and Dispensing Fee Guarantees: For purposes of these guarantees, the Pricing Categories are Retail 30 Brand, Retail 30 Generic, Retail 90 Brand, Retail 90 Generic, Mail Service Brand, Mail Service Generic, Specialty Brand, Specialty Generic, and Specialty LDD. Retail Pharmacies: 44 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Generic — 1 87.50% 87.60% 87.70% 1 $0.10 Specialty Pharmacy (All Days' Supple): (tCialtytiscount Guarantee Claim Year One t Ncal 1111tt All Three Years Brand (Excludes 21.00% 21.10% 21.20% $0.00 LDD Generic - 8000% 80.10% 80.20% $0.00 Excludes LDD LDD 18.25% 18.25% 18.25% $0.00 100% of the Participating Pharmacy negotiated pricing will be passed through to Client from RIGHTWAY on a Claim by Claim basis even if a Claim is excluded from an AWP Discount Guarantee or Dispensing Fee Guarantee hereunder. Under the RIGHTWAY transparent, full Pass -Through model, Client pays the actual reimbursement rate (discounts and dispense fees) paid by RIGHTWAY to the Participating Pharmacy from which the Claim originates, less the Eligible Person Cost -Sharing Amount. RIGHTWAY agrees to negotiate to achieve or exceed the AWP Discount Guarantees and Dispensing Fee Guarantees on an aggregated basis (i.e. not Claim by Claim). It is acknowledged by both parties that Participating Pharmacy contracts may vary from the AWP Discount Guarantees and Dispensing Fee Guarantees, causing the actual reimbursement paid to each Participating Pharmacy to be greater or less than the guarantees, and that the AWP Discount Guarantees and Dispensing Fee Guarantees are representative pharmacy reimbursement amounts. The AWP Discount Guarantee performance for a Claim is calculated by subtracting the applicable AWP Discount Guarantee from the actual AWP Discount achieved and multiplying the result by the AWP. The total AWP Discount Guarantee shortfall is calculated by summing this result for all Claims within a Pricing Category, with a net negative result illustrating an AWP Discount Guarantee shortall for that Pricing Category. Should a pharmacy be contracted on a cost-plus basis, all claim costs (e.g. Dispensing Fees, professional fees, etc.) shall be included in the total ingredient cost used to calculate the AWP Discount. Should a Claim price at a discount card price, all claim costs (e.g. Dispensing Fees, professional fees, etc.) shall be included in the total ingredient cost used to calculate the AWP Discount. The Dispensing Fee Guarantee performance is calculated by multiplying the applicable Dispensing Fee Guarantee by the total number of net Claims dispensed for each Pricing Category and subtracting it from the sum of the Dispensing Fees paid for all Claims dispensed for each Pricing Category. Shipping for Covered Products dispensed from Mail Service Pharmacies and Specialty Pharmacies is included in the applicable AWP Discount 45 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Guarantee and Dispensing Fee Guarantee. RIGHTWAY's vendor may assess and retain transaction fees from Participating Pharmacies. AWP Discount Guarantees and Dispensing Fee Guarantees shall exclude Claims for: (i) compounds, (ii) vaccines, (iii) non-diabetic OTCs, (iv) DMR/Paper, (v) Coordination of Benefit, (vi) Medicaid subrogation, (vii) long-term care/home infusion, (viii) Government Agencies, (ix) non -network, (x) COVID-19 test kits and antivirals, (xi) Client directed overrides, and (xii) previously paid under the medical benefit. Specialty Drug AWP Discount Guarantees are applicable to Specialty Drug Claims originating at Specialty Pharmacies. Specialty Drug Claims dispensed at a Retail Pharmacy will be included in the Specialty Drug Claim Pricing Category as long as Client's benefit design allows for only one grace fill at a Retail Pharmacy. If Client's benefit design allows for more than one grace fill then the Specialty Drug Claim may be excluded from the applicable AWP Discount Guarantees and Dispensing Fee Guarantees. Pricing Adiudication Logic: (a) Client Payment to RIGHTWAY: All Claims will adjudicate at and Client will pay RIGHTWAY (except as stated in (c) below) the lower of (i) U&C (if applicable); (ii) AWP minus the Participating Pharmacy's discount rate plus Dispensing Fee; (iii) MAC (if applicable) plus Dispensing Fee; or (iv) the Participating Pharmacy's submitted amount plus Dispensing Fee, in each case, less the amount of any Cost - Sharing Amount payable by the Eligible Person and plus any applicable sales Taxes. (b) Eligible Person Payment to Pharmacy: All Claims will adjudicate at and Eligible Person will pay Participating Pharmacies (except as stated in (c) below) the lower of (i) U&C (if applicable); (ii) AWP minus the Participating Pharmacy's discount rate plus Dispensing Fee; (iii) MAC (if applicable) plus Dispensing Fee; (iv) the Participating Pharmacy's submitted amount plus Dispensing Fee; or (v) the applicable Cost -Sharing Amount, in each case, plus any applicable sales Taxes. (c) Third Party Pricing (As Applicable): As part of the point-of-sale adjudication process, RIGHTWAY will send certain Claims to a third party vendor to determine if additional discount pricing may apply. In the event the vendor's available discount price for a Claim is lower than an Eligible Person's payment amount as determined in subsection (b) above, the Claim will adjudicate at the vendor's available discount price resulting in Eligible Person paying the full Claim cost plus any applicable Taxes. B. Rebate Payments and Guarantees. Client will receive 100% of the Rebates on a pass-through basis per RIGHTWAY's standard turnaround timeline. RIGHTWAY's payment to Client for Rebates will be on a quarterly basis and will include Client's portion of any Rebates collected and validated for accuracy during the applicable calendar quarter. RIGHTWAY agrees to pay Client its portion of received Rebates within ninety (90) days following the end of each calendar quarter in which such amounts are received, after final audit and validation of accuracy. Ninety (90) days after the close of each calendar quarter, RIGHTWAY will produce a Contract Year-to- date PMPM Settlement and Quarterly Rebate report and shall pay to Client the remaining amount due which is equal to the greater of: (i) Rebates collected, on a Contract Year-to-date basis, or (ii) the amount required for RIGHTWAY to meet its minimum Rebate obligations under this Agreement. 46 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 Minimum Rebate Guarantees: For purposes of these guarantees, the Pricing Categories are Retail 30 Claim, Retail 90 Claim, Mail Service Pharmacy Claim, and Specialty Drug. When calculating Client's Minimum Rebate Guarantee performance, RIGHTWAY shall include the net cost value for all Low WAC Biosimilar Claims (e.g. the difference between the AWP of the equivalent Biologic and the AWP of the Low WAC Biosimilar Claim multiplied by the AWP Discount Guarantee applicable to the equivalent Biologic) in Client's total Rebate dollars paid. This Rebate credit only applies if Client's elects the Low WAC formulary strategy i.e. Comprehensive Value Formulary. Specialty Drug Rebate guarantees are applied to all medications on RIGHTWAY's Specialty Drug list regardless of dispensing pharmacy unless they are excluded for another reason listed below. LDDs are included in the Specialty Drug Rebate guarantees unless they are excluded for another reason listed below. The following types of Claims are excluded from the Minimum Rebate Guarantee: (i) OTCs, (ii) vaccines, (iii) Coordination of Benefit, (iv) patent expired products, (v) Generic Drugs, (vi) 340B, (vii) Government Agencies, (viii) non -drugs, (ix) insulins, (x) authorized generics, (xi) limited distribution drugs, (xii) cash cards, (xiii) pharmacies outside of the contiguous United States, (xiv) biosimilars that are not on Formulary, (xv) Client directed overrides, and (xvi) previously paid under the medical benefit. Client waives, releases and forever discharges RIGHTWAY from any losses arising from a Manufacturer, Rebate Aggregator and/or intermediary's (i) failure to pay Rebates; (ii) breach of an agreement related to Rebates; or (iii) negligence or misconduct affecting Rebates. Notwithstanding the foregoing RIGHTWAY shall take commercially reasonable efforts to collect any Rebates from a Manufacturer, Rebate Aggregator, and/or intermediary. In the event RIGHTWAY does initiate collection action to collect Rebates, RIGHTWAY may offset any reasonable costs, including reasonable attorneys' fees and expenses, on a pro - rata basis arising from any such action. The amount RIGHTWAY receives for Rebates from Manufacturers, Rebate Aggregators and/or intermediaries may be different from the amount such Rebate Aggregators and/or intermediaries receive through their own Manufacturer or intermediary agreements, which such difference may be retained by the Rebate Aggregator and/or intermediary as its compensation, and the tern "Rebate" as used in this Agreement does not include this compensation, which belongs exclusively to the Rebate Aggregator or intermediary. The Rebate Aggregators and/or intermediaries utilized by RIGHTWAY are independent contractors and are not affiliates of RIGHTWAY. For avoidance of doubt, this provision does not modify RIGHTWAY's obligation in relation to Minimum Rebate Guarantees. Client acknowledges and agrees that it shall not have a right to interest on, or the time value of, any Rebate payments received by RIGHTWAY or monies payable under this Agreement. Upon termination of this Agreement or upon Client's Material Breach of this Agreement or upon other amounts due from Client to 47 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. Retail 30 Claim $455.00 $469.00 $483.00 Retail 90 Claim $1,105.00 $1,138.00 51.172.00 Mail Service Pharmacy $1,105.00 $1,138.00 $1,172.00 Claim All Days' Supply) Specialty Drug $4,250.00 $4,378.00 S4.509.00 When calculating Client's Minimum Rebate Guarantee performance, RIGHTWAY shall include the net cost value for all Low WAC Biosimilar Claims (e.g. the difference between the AWP of the equivalent Biologic and the AWP of the Low WAC Biosimilar Claim multiplied by the AWP Discount Guarantee applicable to the equivalent Biologic) in Client's total Rebate dollars paid. This Rebate credit only applies if Client's elects the Low WAC formulary strategy i.e. Comprehensive Value Formulary. Specialty Drug Rebate guarantees are applied to all medications on RIGHTWAY's Specialty Drug list regardless of dispensing pharmacy unless they are excluded for another reason listed below. LDDs are included in the Specialty Drug Rebate guarantees unless they are excluded for another reason listed below. The following types of Claims are excluded from the Minimum Rebate Guarantee: (i) OTCs, (ii) vaccines, (iii) Coordination of Benefit, (iv) patent expired products, (v) Generic Drugs, (vi) 340B, (vii) Government Agencies, (viii) non -drugs, (ix) insulins, (x) authorized generics, (xi) limited distribution drugs, (xii) cash cards, (xiii) pharmacies outside of the contiguous United States, (xiv) biosimilars that are not on Formulary, (xv) Client directed overrides, and (xvi) previously paid under the medical benefit. Client waives, releases and forever discharges RIGHTWAY from any losses arising from a Manufacturer, Rebate Aggregator and/or intermediary's (i) failure to pay Rebates; (ii) breach of an agreement related to Rebates; or (iii) negligence or misconduct affecting Rebates. Notwithstanding the foregoing RIGHTWAY shall take commercially reasonable efforts to collect any Rebates from a Manufacturer, Rebate Aggregator, and/or intermediary. In the event RIGHTWAY does initiate collection action to collect Rebates, RIGHTWAY may offset any reasonable costs, including reasonable attorneys' fees and expenses, on a pro - rata basis arising from any such action. The amount RIGHTWAY receives for Rebates from Manufacturers, Rebate Aggregators and/or intermediaries may be different from the amount such Rebate Aggregators and/or intermediaries receive through their own Manufacturer or intermediary agreements, which such difference may be retained by the Rebate Aggregator and/or intermediary as its compensation, and the tern "Rebate" as used in this Agreement does not include this compensation, which belongs exclusively to the Rebate Aggregator or intermediary. The Rebate Aggregators and/or intermediaries utilized by RIGHTWAY are independent contractors and are not affiliates of RIGHTWAY. For avoidance of doubt, this provision does not modify RIGHTWAY's obligation in relation to Minimum Rebate Guarantees. Client acknowledges and agrees that it shall not have a right to interest on, or the time value of, any Rebate payments received by RIGHTWAY or monies payable under this Agreement. Upon termination of this Agreement or upon Client's Material Breach of this Agreement or upon other amounts due from Client to 47 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 RIGHTWAY under this Agreement, RIGHTWAY may use Rebates to offset amounts due from Client or may delay remittance of Rebates to allow for final adjustments. Such right of set off or delay shall be in addition to RIGHTWAY's other rights set forth in this Agreement. C. RIGHTWAY Savings Guarantees. "' For avoidance of doubt, the Clinical and Navigation savings guarantee is related to the Claims and Benefit Admin fee, Standard Clinical Program fee, and Pharmacy Navigation fee combined. Clinical and Navigation savings guarantee is measured on a cumulative basis over the duration of the Client's Term i.e. guarantee is not measured for each Contract Year independently. D. RIGHTWAY PMPM Target and'Ferms and Conditions. In accordance with the terms of this Agreement, RIGHTWAY will aim to deliver the value of the proposed PMPM Target identified below. In the event the PMPM Target for any applicable year is achieved, then the AWP Discount Guarantees, Dispensing Fee Guarantees, and Minimum Rebate Guarantees set forth in Sections A and B above shall not apply. Otherwise, RIGHTWAY shall reconcile the AWP Discount Guarantees, Dispensing Fee Guarantees, and Minimum Rebate Guarantees in accordance with this Exhibit. PNIPM Target Gross Cost (Cost -Sharing Amount + Plan Cost before Rebates $190.03 Rebates -$65.70 Clinical Savings -S15.32 Year One Target $109.01 Year Two Target Year One Actual + 8% Year Three Tar et - Year Two Actual + 8% • Year Two and Year Three PMPM Targets shall be established by taking the previous year's final reconciled PMPM and adding the maximum trend included in the PMPM Target chart above. • The individual components of the PMPM Target are not evaluated as components, only the final net PMPM Target shall be used for evaluation. • The following types of Claims are excluded from the PMPM Target: i) vaccines, ii) Covid test kits 48 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 and Covid antivirals, iii) GLP-1 s for weight loss, iv) Covered Products on the Rare High -Cost Drug List as stated in Schedule A and guaranteed thereunder, v) fertility if not included in the underwriting data, vi) Client directed overrides, vii) previously paid under the medical benefit, and viii) Coordination of Benefits. • In the event Client elects to grandfather Claims outside RIGHTWAY's standard continuation -of - therapy recommendations an amount equal to the applicable Grandfathering Adjustment factor below will be added to the PMPM Target. E. Other Financial Terms and Conditions. • Pricing, including fees, guarantees, and PMPM Target, assumes an effective date of October 1, 2025 and an estimated 3,873 total Eligible Persons. • Guarantees and PMPM Target assumes RIGHTWAY's preferred network of Mail Order Pharmacy and Specialty Pharmacies or Client -Contracted Participating Pharmacies as exclusive fulfillment partners. • If a Client -Contracted Participating Pharmacy does not agree to RIGHTWAY's proposed pharmacy rates; provided that pharmacy rates proposed by RIGHTWAY shall be no more aggressive (e.g. a higher AWP Discount or lower Dispensing Fee) than the applicable AWP Discount Guarantee and Dispensing Fee Guarantee established in this Exhibit, RIGHTWAY may apply a credit during the annual AWP Discount Guarantee and Dispensing Fee Guarantee reconciliation and PMPM Target calculation equal to the difference between the applicable AWP Discount Guarantee and Dispensing Fee Guarantee and actual adjudicated pricing. • Guarantees and PMPM Targets require Client complete adoption of RIGHTWAY's Comprehensive Value Formulary including exclusion and clinical edits. • RIGHTWAY can change the pricing (e.g., Administrative Fees, Additional Fees, Ancillary Service Fees, PMPM Targets, AWP Discount Guarantees and Dispensing Fee Guarantees, Minimum Rebate Guarantees, etc.) under this Agreement by the minimum amount necessary, in an equitable fashion, and without changing unaffected terms of this Agreement in the event one or more of the following conditions occurs which (i) materially burdens RIGHTWAY, (ii) materially alters RIGHTWAY 's rights and/or obligations under this Agreement, (iii) requires RIGHTWAY to increase or decrease payments or shorten payment times to Participating Pharmacies, or (iv) materially changes the scope of Services hereunder effective on or after the condition starts: M 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 Plan design changes; ii. Amendment, addition, deletion, or other change, or change in interpretation in Laws or regulations or any government, judicial, or legal action, or any drug industry practice, or any policy, underwriting, benefit change, or management practice of a regulatory body or Client, including but not limited to a change in Law or industry practice that results in increasing net cost of Claims; iii. Client's failure to participate in the requisite clinical programs and Formulary; iv. Changes to the information provided by Client as part of the RFP process, including but not limited to changes in the retail network, enrollment, or other changes that could have a material impact on eligibility, drug utilization, or drug mix; V. The Pricing Source discontinues or changes the way AWP is calculated; vi. A shift of 20% or more in the total number of Eligible Persons as determined by the annual average in a given Contract Year; vii. A change of 10% or greater in Claims' mix or utilization, including in any given distribution channel; viii. 5% or more Claims are dispensed in Hawaii, Alaska, Puerto Rico, and/or any US Territory; ix. Manufacturers discontinue cost concession programs; X. Client -Contracted Participating Pharmacy use of 340B reduces Rebate collection by 10%; and/or xi. Client carves out a portion of the administration of the Services previously as- signed to RIGHTWAY or the addition of Client -Contracted Participating Phar- macies. • Guarantees and PMPM Target will be reconciled on a complete twelve (12) month Contract Year basis. In the event Agreement terminates prior to completion of any Contract Year, guarantees applicable to any partial Contract Year period will be void. 50 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 SCHEDULE A HIGH COST DRUG LISTING The below high cost drug listing is subject to change by RIGHTWAY in the event of new -to -market drugs and/or product line extensions of existing Rare High Cost Drugs. These discounts will be individually reconciled for each GPI on an annual basis subject to the same timing as the annual PMPM reconciliation. The results of this reconciliation are independent of any other financial guarantees and will not offset. If the aggregate annual AWP discount for any of these medications falls short of the guarantee below, RIGHTWAY will pay Client dollar -for -dollar the shortfall which will be calculated as a positive value using the following formula: AWP * (Guarantee Discount — Actual Discount). Overperfolmance on any one GPI shall not offset underperformance on another. 51 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. Arikayce SUSP 590 MG/8.4ML 13.00% 07000010121830 07000055100110 Humatin CAPS 250 MG 20.00% 20.00% 12101555202030 Sunlenca SOLN 463.5 MG/1.5ML 13.00% 12200050000320 Livtencity TABS 200 MG 16.00% 12353080000310 Sovaldi TABS 200 MG 19.00% 12353080000320 Sovaldi TABS 400 MG 19.00% 12353080003015 Sovaldi PACK 150 MG 19.00% 12353080003020 Sovaldi PACK 200 MG 19.00% 12359902350320 Mavyret TABS 100-40 MG 20.00% 12359902400310 Harvoni TABS 45-200 MG 21.75% 12359902400320 Ledipasvir-Sofosbuvir TABS 90-400 MG 28.00% 12359902403006 Harvoni PACK 33.75-150 MG 21.75% 12359902403010 Harvoni PACK 45-200 MG 21.75% 12359902650320 Epclusa TABS 200-50 MG 21.60% 12359902653020 Epclusa PACK 150-37.5 MG 18.50% 12359902653030 Epclusa PACK 200-50 MG 18.50% 12359903800330 Vosevi TABS 400-100-100 MG 20.00% 13000040000310 Daraprim TABS 25 MG 16.00% 87.00% 16140010402120 Cayston SOLR 75 MG 19.00% 19100020102076 Octagam SOLN 20 GM/200ML 40.00% 19100020302076 Gammagard SOLN 20 GM/200ML 34.50% 19100020302084 Gamunex-C SOLN 40 GM/400ML 34.50% 21101040102112 Hepzato w/62mm Catheter SOLR 50 MG 13.00% 21170034202020 Margenza SOLN 250 MG/10ML 14.00% 21170070002110 Herceptin SOLR 150 MG 16.00% 21170080000340 Tukysa TABS 150 MG 13.00% 51 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 21200050002160 Jelmyto SOLR 80 (2 x 40) MG 13.00% 21200080002020 Valstar SOLN 40 MG/ML 13.00% 13.00% 21250010602020 Rylaze SOLN 10 MG/0.5ML 13.00% 21250030502020 Asparlas SOLN 3750 UNIT/5ML 14.00% 21250060002020 Oncaspar SOLN 750 UNIT/ML 13.50% 21300003000320 Onureg TABS 200 MG 15.75% 21300003000330 Onureg TABS 300 MG 13.00% 21300054002025 Folotyn SOLN 40 MG/2ML 13.50% 21335013000320 Inlyta TABS I MG 16.50% 21335013000340 Inlyta TABS 5 MG 16.50% 21335020002030 Avastin SOLN 400 MG/16ML 16.00% 21335035000140 Fruzaqla CAPS 5 MG 15.50% 21350515202120 Blenrep SOLR 100 MG 13.00% 21351640502120 Zynlonta SOLR 10 MG 13.00% 21351860002020 Rituxan SOLN 100 MG/IOML 16.00% 21352028152040 Elrexfio SOLN 76 MG/1.9ML 16.00% 21352031202040 Epkinly SOLN 48 MG/0.8ML 16.00% 21352035002040 Colum vi SOLN 10 MG/ IOML 13.00% 21352050102040 Lunsumio SOLN 30 MG/30ML 13.00% 21352076802040 Talvey SOLN 40 MG/ML 13.00% 21352078202130 Imdelltra SOLR 10 MG 13.00% 21352080602020 Kimmtrak SOLN 100 MCG/0.5ML 13.00% 21352084202040 Tecvayli SOLN 153 MG/1.7ML 13.00% 21352640202130 Besponsa SOLR 0.9 MG 15.50% 21353220202120 Adcetris SOLR 50 MG 13.50% 21353630202117 Mylotarg SOLR 4.5 MG 15.00% 21354860302120 Polivy SOLR 140 MG 15.00% 21355232002020 Yervoy SOLN 50 MG/IOML 13.50% 21355232002040 Yervoy SOLN 200 MG/40ML 13.50% 21355280102040 Imjudo SOLN 300 MG/15ML 13.00% 21356028002020 Unituxin SOLN 17.5 MG/5ML 13.00% 21356050302020 Danyclza SOLN 40 MG/1 OML 13.00% 21357923402030 Libtayo SOLN 350 MG/7ML 14.00% 21357928302020 Jemperh SOLN 500 MG/IOML 15.50% 21357953002030 Keytruda SOLN 100 MG/4ML 13.50% 21357960202020 Zynyz SOLN 500 MG/20ML 13.00% 21357970722020 Logtorzi SOLN 240 MG/6ML 13.00% 52 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 21358035406420 Zevalin Y-90 KIT 3.2 MG/2ML 13.00% 21358215002020 Tecentriq SOLN 1200 MG/20ML 14.50% 21360006100320 Gilotrif TABS 20 MG 15.00% 21360006100340 Gilotrif TABS 40 MG 15.00% 21360019000320 Vizimpro TABS 15 MG 16.00% 21360019000330 Vizimpro TABS 30 MG 16.00% 21360019000340 Vizimpro TABS 45 MG 16.00% 21360025100360 Tarceva TABS 150 MG 18.50% 40.00% 21360048300320 Lazcluze TABS 80 MG 13.00% 21360048300340 Lazcluze TABS 240 MG 13.00% 21360050600120 Exkivity CAPS 40 MG 16.00% 21370030300320 Daurismo TABS 25 MG 16.00% 21370030300335 Daurismo TABS 100 MG 16.00% 21370060200120 Odomzo CAPS 200 MG 15.50% 21370070000120 Erivedge CAPS 150 MG 15.50% 21402410000320 Erleada TABS 60 MG 16.00% 21402410000360 Erleada TABS 240 MG 16.00% 21403720100340 Orserdu TABS 345 MG 15.50% 21405010256450 Lupron Depot (6 -Month) KIT 45 MG 19.00% 21406010250310 Yonsa TABS 125 MG 15.00% 21409902120320 Akeega TABS 50-500 MG 14.00% 21409902120330 Akeega TABS 100-500 MG 14.00% 21421020000320 Welireg TABS 40 MG 13.00% 21450080000110 Pomalyst CAPS 1 MG 17.90% 21450080000115 Pomalyst CAPS 2 MG 17.90% 21450080000120 Pomalyst CAPS 3 MG 17.90% 21450080000125 Pomalyst CAPS 4 MG 17.90% 21470080000360 Venclexta TABS 100 MG 15.85% 21490009000310 Ayvakit TABS 25 MG 15.25% 21490009000315 Ayvakit TABS 50 MG 15.25% 21490009000320 Ayvakit TABS 100 MG 15.25% 21490009000330 Ayvakit TABS 200 MG 15.25% 21490009000340 Ayvakit TABS 300 MG 15.25% 21500003002020 Jevtana SOLN 60 MG/1.5ML 13.50% 21530320000320 Truqap TABS 160 MG 13.00% 21530320000325 Trugap TABS 200 MG 15.50% 21530507100120 Alecensa CAPS 150 MG 15.50% 53 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 21530510000350 Alunbrig TABS 90 MG 15.50% 21530510000365 Alunbrig TABS 180 MG 15.80% 21530514000330 Zykadia TABS 150 MG 15.50% 21530517000120 Xalkori CAPS 200 MG 15.00% 21530517000125 Xalkori CAPS 250 MG 15.00% 21530517006850 Xalkori CPSP 150 MG 13.00% 21530556000320 Lorbrena TABS 25 MG 15.00% 21530556000330 Lorbrena TABS 100 MG 15.00% 21531060000120 Ibrance CAPS 75 MG 18.35% 21531060000130 Ibrance CAPS 100 MG 18.35% 21531060000140 Ibrance CAPS 125 MG 18.35% 21531060000320 Ibrance TABS 75 MG 18.35% 21531060000330 Ibrance TABS 100 MG 18.35% 21531060000340 Ibrance TABS 125 MG 18.35% 21531560002030 romiDEPsin SOLN 27.5 MG/5.5ML 22.00% 21531575000120 Zolinza CAPS 100 MG 16.00% 21531806100320 Scemblix TABS 20 MG 15.75% 21531806100340 Scemblix TABS 40 MG 15.75% 21531806100380 Scemblix TABS 100 MG 13.00% 21531812000130 Bosulif CAPS 100 MG 13.00% 21531812000320 Bosulif TABS 100 MG 18.00% 21531812000327 Bosulif TABS 400 MG 18.00% 21531812000340 Bosulif TABS 500 MG 18.00% 21531875100315 Iclusig TABS 10 MG 15.00% 21531875100320 Iclusig TABS 15 MG 20.00% 21531875100330 Iclusig TABS 30 MG 15.00% 21531875100340 Iclusig TABS 45 MG 15.00% 21532025100120 Tafinlar CAPS 50 MG 15.50% 21532025100130 Tafinlar CAPS 75 MG 15.50% 21532040000130 Braftovi CAPS 75 MG 15.50% 21532075000320 Ojemda TABS 100 MG 13.00% 21532075001920 Ojemda SUSR 25 MG/ML 13.00% 21532080000320 Zelboraf TABS 240 MG 16.00% 21532103000120 Calquence CAPS 100 MG 13.00% 21532103500320 Calquence TABS 100 MG 15.75% 21532133000110 Imbruvica CAPS 70 MG 15.80% 21532133000320 Imbruvica TABS 140 MG 15.80% 54 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 21532133000330 Imbruvica TABS 280 MG 15.80% 21532133000340 Imbruvica TABS 420 MG 15.80% 21532133000350 Imbruvica TABS 560 MG 15.80% 21532133001820 Imbruvica SUSP 70 MG/ML 15.80% 21532165000330 Jaypirca TABS 100 MG 15.25% 21532195000120 Brukinsa CAPS 80 MG 16.44% 21532225000320 Balversa TABS 3 MG 13.00% 21532225000325 Balversa TABS 4 MG 13.00% 21532225000330 Balversa TABS 5 MG 13.00% 21532260000320 Pemazyre TABS 4.5 MG 14.00% 21532260000330 Pemazyre TABS 9 MG 14.00% 21532260000340 Pemazyre TABS 13.5 MG 14.00% 21532350200320 Ogsiveo TABS 50 MG 15.50% 21532410000320 Krazati TABS 200 MG 19.30% 21532480000320 Lumakras TABS 120 MG 17.00% 21532480000340 Lumakras TABS 320 MG 16.75% 21532530000310 Afinitor TABS 2.5 MG 16.00% 84.00% 21532530007310 Afinitor Disperz TBSO 2 MG 16.00% 45.00% 21532530007320 Afinitor Disperz TBSO 3 MG 16.00% 45.00% 21532530007340 Afinitor Disperz TBSO 5 MG 16.00% 45.00% 21533010100320 Cabometyx TABS 20 MG 18.00% 21533010100330 Cabometyx TABS 40 MG 18.00% 21533010100340 Cabometyx TABS 60 MG 18.00% 21533010106460 Cometriq (60 MG Daily Dose) KIT 20 MG 16.00% 21533010106470 Cometriq (100 MG Daily Dose) KIT 80 &20 MG 16.00% 21533010106480 Cometriq (140 MG Daily Dose) KIT 3 x 20 MG&80 MG 16.00% 21533020200320 Xospata TABS 40 MG 16.00% 21533030000130 Rydapt CAPS 25 MG 18.00% 21533042100320 Votrient TABS 200 MG 16.50% 35.00% 21533045010110 Turalio CAPS 125 MG 15.82% 21533045010120 Turalio CAPS 200 MG 13.00% 21533047100320 Vanflyta TABS 17.7 MG 13.00% 21533047100325 Vanflyta TABS 26.5 MG 13.00% 21533050000320 Stivarga TABS 40 MG 17.00% 21533053000320 Qinlock TABS 50 MG 13.00% 21533060400320 NexAVAR TABS 200 MG 17.50% 17.50% 6M 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 21533070300130 Sutent CAPS 25 MG 16.50% 16.50% 21533070300135 Sutent CAPS 37.5 MG 16.50% 16.50% 21533070300140 Sutent CAPS 50 MG 16.50% 16.50% 21533076250120 Fotivda CAPS 0.89 MG 16.00% 21533076250130 Fotivda CAPS 1.34 MG 16.00% 21533085000320 Caprelsa TABS 100 MG 14.00% 21533085000340 Caprelsa TABS 300 MG 14.00% 21533565500110 Koselugo CAPS 10 MG 14.50% 21533565500125 Koselugo CAPS 25 MG 14.50% 21533570100330 Mekinist TABS 2 MG 15.50% 21533675200320 Tazverik TABS 200 MG 13.00% 21533716200320 Tabrecta TABS 150 MG 15.75% 21533716200330 Tabrecta TABS 200 MG 15.75% 21533773100320 Tepmetko TABS 225 MG 13.00% 21533820000130 Rozlytrek CAPS 200 MG 16.00% 21533835200120 Vitrakvi CAPS 25 MG 13.00% 21533835200150 Vitrakvi CAPS 100 MG 16.25% 21533835202020 Vitrakvi SOLN 20 MG/ML 13.00% 21533865000120 Augtyro CAPS 40 MG 13.00% 21534940000320 Tibsovo TABS 250 MG 13.00% 21534960000120 Rezlidhia CAPS 150 MG 13.00% 21535030200320 IDHIFA TABS 50 MG 16.50% 21535030200340 IDHIFA TABS 100 MG 16.50% 21535180000320 Voranigo TABS 10 MG 13.00% 21535180000340 Voranigo TABS 40 MG 13.00% 21535325602140 Rytelo SOLR 188 MG 13.00% 21535550200120 Zejula CAPS 100 MG 13.00% 21535550200320 Zejula TABS 100 MG 13.00% 21535550200330 Zejula TABS 200 MG 13.00% 21535550200340 Zejula TABS 300 MG 13.00% 21535570200320 Rubraca TABS 200 MG 13.00% 21535570200325 Rubraca TABS 250 MG 13.00% 21535570200330 Rubraca TABS 300 MG 13.00% 21535580400105 Talzenna CAPS 0.1 MG 13.00% 21535580400110 Talzenna CAPS 0.25 MG 16.50% 21535580400112 Talzenna CAPS 0.35 MG 13.00% 21535580400118 Talzenna CAPS 0.75 MG 13.00% 56 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 21535580400120 Talzenna CAPS 1 MG 13.00% 21535750000120 Gavreto CAPS 100 MG 15.75% 21535779000140 Memo CAPS 80 MG 15.50% 21535779000330 Retevmo TABS 80 MG 13.00% 21535779000340 Retevmo TABS 120 MG 13.00% 21535779000350 Retevmo TABS 160 MG 13.00% 21536045100120 Ninlaro CAPS 2.3 MG 13.00% 21536045100130 Ninlaro CAPS 3 MG 13.00% 21536045100140 Ninlaro CAPS 4 MG 13.00% 21537520200120 Inrebic CAPS 100 MG 16.00% 21537540300320 Ojjaara TABS 100 MG 15.50% 21537540300330 Ojjaara TABS 150 MG 15.50% 21537540300340 Ojjaara TABS 200 MG 15.50% 21537550100120 Vonjo CAPS 100 MG 13.00% 21538030000120 Copiktra CAPS 15 MG 15.80% 21538030000130 Copiktra CAPS 25 MG 15.80% 21538040000320 Zydelig TABS 100 MG 13.00% 21538040000330 Zydelig TABS 150 MG 13.00% 21540050401820 Adstiladrin SUSP 300000000000 VP/ML 13.00% 21600035202020 Azedra Therapeutic SOLN 15 MCl/ML 13.00% 21600045202020 Lutathera SOLN 370 MBQ/ML 13.00% 21600045802020 Pluvicto SOLN 1000 MBQ/ML 13.00% 21600055002025 Xofigo SOLN 30 MCCl/ML 16.00% 21650850101820 Omisirge SUSP 13.00% 21651006101820 Tecelra SUSP 10000000000 CELLS 13.00% 21651010101820 Yescarta SUSP 200000000 CELLS 13.00% 21651020101810 Tecartus SUSP 100000000 CELLS 13.00% 21651020101820 Tecartus SUSP 200000000 CELLS 13.00% 21651025101820 Carvykti SUSP 100000000 CELLS 13.00% 21651035401820 Abecma SUSP 460000000 CELLS 13.00% 21651047001820 Amtagvi SUSP 72000000000 CELLS 13.00% 21651050401820 Breyanzi SUSP 70000000 CELLS/ML 13.00% 21651070001820 Provenge SUSP 50000000 CELLS 13.00% 21651075001820 Kymriah SUSP 250000000 CELLS 13.00% 21651075001830 Kymriah SUSP 600000000 CELLS 13.00% 21700060702020 Actimmune SOLN 100 MCG/0.5ML 15.50% 21703055652020 Anktiva SOLN 400 MCG/0.4ML 13.00% 57 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 21703080302020 Elzonris SOLN 1000 MCG/ML 13.00% 21757220300320 Iwilfin TABS 192 MG 13.00% 21990002152020 Darzalex Faspro SOLN 1800-30000 MG- UT/15ML 15.00% 21990002201930 Vyxeos SUSR 44-100 MG 13.00% 21990003552020 Phesgo SOLN 60-60-2000 MG -MG- U/ML 15.00% 21990003552030 Phesgo SOLN 8040-2000 MG -MG- U/ML 15.00% 21993502502020 Opdualag SOLN 240-80 MG/20ML 14.00% 22100012006520 Tarpeyo CPDR 4 MG 14.00% 22100017000340 Emflaza TABS 6 MG 13.00% 13.00% 22100017000350 Emflaza TABS 18 MG 13.00% 13.00% 22100017000360 Emflaza TABS 30 MG 13.00% 13.00% 22100017000365 Emflaza TABS 36 MG 13.00% 13.00% 22100075001820 Agamree SUSP 40 MG/ML 12.00% 27304050000330 Korlym TABS 300 MG 13.00% 13.00% 27521065202020 Tzield SOLN 2 MG/2ML 13.00% 30022040000320 Recorlev TABS 150 MG 13.00% 30022060600320 Isturisa TABS 1 MG 12.00% 30022060600330 Isturisa TABS 5 MG 12.00% 30022060600340 Isturisa TABS 10 MG 12.00% 30062030102020 Follistim AQ SOLN 300 UNT/0.36ML 76.12% 30100020102125 Serostim SOLR 6 MG 13.00% 30100020102132 Zorbtive SOLR 8.8 MG 15.00% 30170075202020 Signifor SOLN 0.3 MG/ML 13.00% 30170075202030 Signifor SOLN 0.6 MG/ML 13.00% 30170075202040 Signifor SOLN 0.9 MG/ML 13.00% 30180060002130 Somavert SOLR 15 MG 14.75% 30180060002140 Somavert SOLR 20 MG 14.75% 30180060002150 Somavert SOLR 25 MG 14.75% 30180060002160 Somavert SOLR 30 MG 14.75% 30192070402120 Tepezza SOLR 500 MG 13.00% 30300010004010 Cortrophin GEL 80 UNIT/ML 16.25% 30454060000320 Tolvaptan TABS 15 MG 68.00% 68.00% 30454060000330 Jynarque TABS 30 MG 17.50% 68.00% 30902030202020 Revcovi SOLN 2.4 MG/1.5ML 13.00% 30903650100120 Galafold CAPS 123 MG 20.50% 30903660102020 Elfabrio SOLN 20 MG/10ML 13.00% 58 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 30903875203020 Xuriden PACK 2 GM 13.00% 30904045000130 Orfadin CAPS 10 MG 16.00% 36.00% 30904045000140 Orfadin CAPS 20 MG 13.00% 13.00% 30904045000320 Nityr TABS 5 MG 12.00% 30904045000330 Nityr TABS 10 MG 12.00% 30904045001820 Orfadin SUSP 4 MG/ML 2.00% 30905610002020 Strensiq SOLN 18 MG/0.45ML 13.00% 30905610002030 Strensiq SOLN 28 MG/0.7ML 13.00% 30905610002040 Strensiq SOLN 40 MG/ML 13.00% 30905610002050 Strensiq SOLN 80 MG/0.8ML 14.00% 30906360002020 Kanuma SOLN 20 MG/ 1OML 14.50% 30907715002120 Lumizyme SOLR 50 MG 13.00% 30908030000920 Ravicti LIQD 1.1 GM/MI. 17.35% 30908230007320 Carbaglu TBSO 200 MG 10.00% 10.00% 30908565100320 Kuvan TABS 100 MG 16.50% 60.00% 30909020106420 Brineura KIT 2 X 150 MG/5ML 18.75% 30909510602020 Crysvita SOLN 20 MG/ML 16.50% 30909510602030 Crysvita SOLN 30 MG/ML 16.50% 30950080002120 Voxzogo SOLR 0.4 MG 13.00% 30950080002130 Voxzogo SOLR 0.56 MG 13.00% 30950080002140 Voxzogo SOLR 1.2 MG 13.00% 37100020000305 Keveyis TABS 50 MG 14.00% 14.00% 39392030202020 Evkeeza SOLN 345 MG/2.3ML 13.00% 39392030202040 Evkeeza SOLN 1200 MG/8ML 13.00% 39480050200120 Juxtapid CAPS 5 MG 10.00% 39480050200130 Juxtapid CAPS 10 MG 10.00% 39480050200140 Juxtapid CAPS 20 MG 10.00% 39480050200150 Juxtapid CAPS 30 MG 10.00% 40110070206420 Winrevair KIT 45 MG 13.00% 40110070206425 Winrevair KIT 60 MG 13.00% 40110070206430 Winrevair KIT 2 x 45 MG 10.00% 40110070206435 Winrevair KIT 2 x 60 MG 13.00% 40120070000310 Uptravi TABS 200 MCG 16.25% 40120070000315 Uptravi TABS 400 MCG 16.25% 40120070000320 Uptravi TABS 600 MCG 13.00% 40120070000325 Uptravi TABS 800 MCG 13.00% 40120070000330 Uptravi TABS 1000 MCG 13.00% 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 40120070000335 Uptravi TABS 1200 MCG 16.25% 40120070000340 Uptravi TABS 1400 MCG 13.00% 40120070000345 Uptravi TABS 1600 MCG 13.00% 40160007000320 Letairis TABS 10 MG 17.75% 85.00% 40160015000320 Tracleer TABS 62.5 MG 17.75% 85.00% 40160015007320 Tracleer TBSO 32 MG 17.75% 40170080002020 Tyvaso Starter Kit SOLN 0.6 MG/ML 16.75% 40170080002080 Remodulin SOLN 200 MG/20ML 17.00% 67.00% 40170080002920 Tyvaso DPI Maintenance Kit POWD 16 MCG 13.00% 40170080002930 Tyvaso DPI Maintenance Kit POWD 32 MCG 16.50% 40170080002940 Tyvaso DPI Maintenance Kit POWD 48 MCG 16.50% 40170080002950 Tyvaso DPI Maintenance Kit POWD 64 MCG 16.75% 40170080002960 Tyvaso DPI Maintenance Kit POWD 112 x 32MCG & 112 x48MCG 13.00% 40170080002970 Tyvaso DPI Titration Kit POWD 112 x 16MCG & 84 x 32MCG 13.00% 40170080002980 Tyvaso DPI Titration Kit POWD 16 & 32 & 48 MCG 13.00% 40170080050420 Orenitram TBCR 1 MG 15.00% 40170080050435 Orenitram TBCR 5 MG 15.00% 40190050000120 Camzyos CAPS 5 MG 15.25% 40550080000120 Vyndamax CAPS 61 MG 15.50% 40550080200120 Vyndagel CAPS 20 MG 17.50% 40995502500310 Opsynvi TABS 10-20 MG 13.00% 40995502.500320 Opsynvi TABS 10-40 MG 13.00% 45100010102015 Prolastin -C SOLN 1000 MG/20ML 15.00% 45302030000320 Kalydeco TABS 150 MG 17.50% 45302030003002 Kalydeco PACK 5.8 MG 17.50% 45302030003005 Kalydeco PACK 13.4 MG 17.50% 45302030003010 Kalydeco PACK 25 MG 17.50% 45302030003020 Kalydeco PACK 50 MG 17.50% 45302030003030 Kalydeco PACK 75 MG 17.50% 45309902300310 Orkambi TABS 100-125 MG 17.00% 45309902300320 Orkambi TABS 200-125 MG 17.00% 45309902303005 Orkambi PACK 75-94 MG 17.00% 45309902303010 Orkambi PACK 100-125 MG 17.00% 45309902303020 Orkambi PACK 150-188 MG 17.00% 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 45550060000120 Esbriet CAPS 267 MG 17.00% 74.00% 45550060000325 Esbriet TABS 267 MG 17.00% 74.00% 45550060000333 Pirfenidone TABS 534 MG 74.00% 51200060002030 Sucraid SOLN 8500 UNIT/ML 14.25% 52100010000305 Chenodal TABS 250 MG 10.00% 52350050102020 Livmarli SOLN 9.5 MG/ML 10.00% 52350050102040 Livmarli SOLN 19 MG/ML 13.00% 52350060000120 Bylvay CAPS 400 MCG 13.00% 52350060000140 Bylvay CAPS 1200 MCG 13.00% 52350060006830 Bylvay (Pellets) CPSP 600 MCG 13.00% 52504050402030 Omvoh SOLN 300 MG/15ML 20.00% 52504060702020 Skyrizi SOLN 600 MG/ IOML 18.00% 52522010301820 Rebyota SUSP 150 ML 13.00% 52533070006420 Gattex KIT 5 MG 16.50% 52700025000120 Cholbam CAPS 50 MG 2.00% 52700025000140 Cholbam CAPS 250 MG 2.00% 52750060000320 Ocaliva TABS 5 MG 17.50% 52780020000320 Igirvo TABS 80 MG 13.00% 52780070500120 Livdelzi CAPS 10 MG 13.00% 56400030103020 Procysbi PACK 75 MG 13.00% 56400030103040 Procysbi PACK 300 MG 13.00% 56400030106530 Procysbi CPDR 75 MG 10.00% 56600050000620 Thiola EC TBEC 100 MG 13.00% 13.00% 56626040202020 Oxlumo SOLN 94.5 MG/0.5ML 14.04% 56626050602020 Rivfloza SOLN 80 MG/0.5ML 13.00% 58060090000125 Zurzuvae CAPS 25 MG 11.50% 58060090000130 Zurzuvae CAPS 30 MG 13.00% 60250070000130 Hetlioz CAPS 20 MG 15.50% 35.00% 60250070001820 Hetlioz LQ SUSP 4 MG/ML 15.50% 62255010101820 Lenmeldy SUSP 13.00% 62380030000330 Austedo TABS 12 MG 19.00% 62380030007535 Austedo XR TB24 30 MG 13.00% 62380030007540 Austedo XR TB24 36 MG 13.00% 62380030007545 Austedo XR TB24 42 MG 13.00% 62380030007550 Austedo XR TB24 48 MG 13.00% 62380070000310 Xenazine TABS 12.5 MG 17.50% 66.00% 62380070000320 Xenazine TABS 25 MG 17.50% 66.00% 61 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 62405010002020 Lemtrada SOLN 12 MG/1.2ML 15.75% 62405085052030 Briumvi SOLN 150 MG/WL 13.00% 62407060000320 Ponvory TABS 20 MG 16.00% 62407070200330 Mayzent TABS I MG 14.00% 62407070200340 Mayzent TABS 2 MG 14.00% 62450060202020 Sodium Oxybate SOLN 500 MG/ML 10.57% 62450060203020 Lumryz PACK 4.5 GM 15.00% 62450060203025 Lumryz PACK 6 GM 15.00% 62450060203030 Lumryz PACK 7.5 GM 15.00% 62450060203035 Lumryz PACK 9 GM 15.00% 62459904202020 Xywav SOLN 500 MG/ML 10.00% 62706060102020 Onpattro SOLN 10 MG/5ML 14.04% 66450060002120 Arcalyst SOLR 220 MG 16.50% 66460020002015 Ilaris SOLN 150 MG/ML 16.50% 68000050002020 Krystexxa SOLN 8 MG/ML 16.35% 72170085000320 Sabril TABS 500 MG 17.50% 95.00% 72600033001820 Ztalmy SUSP 50 MG/ML 13.00% 74135060000120 Skyclarys CAPS 50 MG 13.00% 74504080002020 Qalsody SOLN 100 MG/ 15ML 13.00% 74509030001820 Radicava ORS Starter Kit SUSP 105 MG/5ML 11.72% 74509902703020 Relyvrio PACK 3-1 GM 13.00% 74600030406410 Elevidys 10.0-10.4 kg KIT 10 x 10 ML 13.00% 74600030406411 Elevidys 10.5-11.4 kg KIT 11 x 10 ML 13.00% 74600030406412 Elevidys 11.5-12.4 kg KIT 12 x 10 ML 13.00% 74600030406413 Elevidys 12.5-13.4 kg KIT 13 x 10 ML 13.00% 74600030406414 Elevidys 13.5-14.4 kg KIT 14 x 10 ML 13.00% 74600030406415 Elevidys 14.5-15.4 kg KIT 15 x 10 ML 13.00% 74600030406416 Elevidys 15.5-16.4 kg KIT 16 x 10 ML 13.00% 74600030406417 Elevidys 16.5-17.4 kg KIT 17 x 10 ML 13.00% 74600030406418 Elevidys 17.5-18.4 kg KIT 18 x 10 ML 13.00% 74600030406419 Elevidys 18.5-19.4 kg KIT 19 x 10 ML 13.00% 74600030406420 Elevidys 19.5-20.4 kg KIT 20 x 10 ML 13.00% 74600030406421 Elevidys 20.5-21.4 kg KIT 21 x I0 ML 13.00% 74600030406422 Elevidys 21.5-22.4 kg KIT 22 x 10 ML 13.00% 74600030406423 Elevidys 22.5-23.4 kg KIT 23 x 10 ML 13.00% 74600030406424 Elevidys 23.5-24.4 kg KIT 24 x 10 ML 13.00% 74600030406425 Elevidys 24.5-25.4 kg KIT 25 x 10 ML 13.00% 62 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 74600030406426 Elevidys 25.5-26.4 kg KIT 26 x 10 ML 13.00% 74600030406427 Elevidys 26.5-27.4 kg KIT 27 x 10 ML 13.00% 74600030406428 Elevidys 27.5-28.4 kg KIT 28 x 10 ML 13.00% 74600030406429 Elevidys 28.5-29.4 kg KIT 29 x 10 ML 13.00% 74600030406430 Elevidys 29.5-30.4 kg KIT 30 x 10 ML 13.00% 74600030406431 Elevidys 30.5-31.4 kg KIT 31 x 10 ML 13.00% 74600030406432 Elevidys 31.5-32.4 kg KIT 32 x 10 ML 13.00% 74600030406433 Elevidys 32.5-33.4 kg KIT 33 x 10 ML 13.00% 74600030406434 Elevidys 33.5-34.4 kg KIT 34 x 10 ML 13.00% 74600030406435 Elevidys 34.5-35.4 kg KIT 35 x 10 ML 13.00% 74600030406436 Elevidys 35.5-36.4 kg KIT 36 x 10 ML 13.00% 74600030406437 Elevidys 36.5-37.4 kg KIT 37 x 10 ML 13.00% 74600030406438 Elevidys 37.5-38.4 kg KIT 38 x 10 ML 13.00% 74600030406439 Elevidys 38.5-39.4 kg KIT 39 x 10 ML 13.00% 74600030406440 Elevidys 39.5-40.4 kg KIT 40 x 10 ML 13.00% 74600030406441 Elevidys 40.5-41.4 kg KIT 41 x 10 ML 13.00% 74600030406442 Elevidys 41.5-42.4 kg KIT 42 x 10 ML 13.00% 74600030406443 Elevidys 42.5-43.4 kg KIT 43 x 10 ML 13.00% 74600030406444 Elevidys 43.5-44.4 kg KIT 44 x 10 ML 13.00% 74600030406445 Elevidys 44.5-45.4 kg KIT 45 x 10 ML 13.00% 74600030406446 Elevidys 45.5-46.4 kg KIT 46 x 10 ML 13.00% 74600030406447 Elevidys 46.5-47.4 kg KIT 47 x 10 ML 13.00% 74600030406448 Elevidys 47.5-48.4 kg KIT 48 x 10 ML 13.00% 74600030406449 Elevidys 48.549.4 kg KIT 49 x 10 ML 13.00% 74600030406450 Elevidys 49.5-50.4 kg KIT 50 x 10 ML 13.00% 74600030406451 Elevidys 50.5-51.4 kg KIT 51 x 10 ML 13.00% 74600030406452 Elevidys 51.5-52.4 kg KIT 52 x 10 ML 13.00% 74600030406453 Elevidys 52.5-53.4 kg KIT 53 x 10 ML 13.00% 74600030406454 Elevidys 53.5-54.4 kg KIT 54 x 10 ML 13.00% 74600030406455 Elevidys 54.5-55.4 kg KIT 55 x 10 ML 13.00% 74600030406456 Elevidys 55.5-56.4 kg KIT 56 x 10 ML 13.00% 74600030406457 Elevidys 56.5-57.4 kg KIT 57 x 10 ML 13.00% 74600030406458 Elevidys 57.5-58.4 kg KIT 58 x 10 ML 13.00% 74600030406459 Elevidys 58.5-59.4 kg KIT 59 x 10 ML 13.00% 74600030406460 Elevidys 59.5-60.4 kg KIT 60 x 10 ML 13.00% 74600030406461 Elevidys 60.5-61.4 kg KIT 61 x 10 ML 13.00% 74600030406462 Elevidys 61.5-62.4 kg KIT 62 x 10 ML 13.00% 63 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 74600030406463 Elevidys 62.5-63.4 kg KIT 63 x 10 ML 13.00% 74600030406464 Elevidys 63.5-64.4 kg KIT 64 x 10 ML 13.00% 74600030406465 Elevidys 64.5-65.4 kg KIT 65 x 10 ML 13.00% 74600030406466 Elevidys 65.5-66.4 kg KIT 66 x 10 ML 13.00% 74600030406467 Elevidys 66.5-67.4 kg KIT 67 x 10 ML 13.00% 74600030406468 Elevidys 67.5-68.4 kg KIT 68 x 10 ML 13.00% 74600030406469 Elevidys 68.5-69.4 kg KIT 69 x 10 ML 13.00% 74600030406470 Elevidys 69.5 kg plus KIT 70 x 10 ML 13.00% 74603025201820 Duvyzat SUSP 8.86 MG/ML 14.00% 74653075002020 Daybue SOLN 200 MG/ML 12.00% 74701050002020 Spinmza SOLN 12 MG/5ML 13.00% 74704050106410 Zolgensma 2.6-3.0 kg KIT 2x8.3 ML 13.00% 74704050106412 Zolgensma 3.1-3.5 kg KIT 2x5.5ML & 1x8.3ML 13.00% 74704050106414 Zolgensma 3.64.0 kg KIT Ix5.5ML & 2x8.3ML 13.00% 74704050106416 Zolgensma 4.14.5 kg KIT 3x8.3 ML 13.00% 74704050106418 Zolgensma 4.6-5.0 kg KIT 2x5.5ML & 2x8.3ML 13.00% 74704050106420 Zolgensma 5.1-5.5 kg KIT 1x5.5ML & 3x8.3ML 13.00% 74704050106422 Zolgensma 5.6-6.0 kg KIT 4x8.3 ML 13.00% 74704050106424 Zolgensma 6.1-6.5 kg KIT 2x5.5ML & 3x8.3ML 13.00% 74704050106426 Zolgensma 6.6-7.0 kg KIT 1x5.5ML & 4x8.3ML 13.00% 74704050106428 Zolgensma 7.1-7.5 kg KIT 5x8.3 ML 13.00% 74704050106430 Zolgensma 7.6-8.0 kg KIT 2x5.5ML & 4x8.3ML 13.00% 74704050106432 Zolgensma 8.1-8.5 kg KIT 1x5.5ML & 5x8.3ML 13.00% 74704050106434 Zolgensma 8.6-9.0 kg KIT 6x8.3 ML 13.00% 74704050106436 Zolgensma 9.1-9.5 kg KIT 2x5.5ML & 5x8.3ML 13.00% 74704050106438 Zolgensma 9.6-10.0 kg KIT Ix5.5ML & 6x8.3ML 13.00% 74704050106440 Zolgensma 10.1-10.5 kg KIT 7x8.3 ML 13.00% 74704050106442 Zolgensma 10.6-11.0 kg KIT 2x5.5ML & 6x8.3ML 13.00% 74704050106444 Zolgensma l I.1-11.5 kg KIT Ix5.5ML & 7x8.3ML 13.00% 74704050106446 Zolgensma 11.6-12.0 kg KIT 8x8.3 ML 13.00% 74704050106448 Zolgensma 12.1-12.5 kg KIT 2x5.5ML & 7x8.3ML 13.00% 64 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 74704050106450 Zolgensma 12.6-13.0 kg KIT 1x5.5ML & 8x8.3ML 13.00% 74704050106452 Zolgensma 13.1-13.5 kg KIT 9x8.3 ML 13.00% 74704050106454 Zolgensma 13.6-14.0 kg KIT 2x5.5ML & 8x8.3ML 13.00% 74704050106456 Zolgensma 14.1-14.5 kg KIT 1x5.5ML & 9x8.3ML 13.00% 74704050106458 Zolgensma 14.6-15.0 kg KIT 10x8.3 ML 13.00% 74704050106460 Zolgensma 15.1-15.5 kg KIT 2x5.5ML & 9x8.3ML 13.00% 74704050106462 Zolgensma 15.6-16.0 kg KIT 1x5.5ML & 10x8.3ML 13.00% 74704050106464 Zolgensma 16.1-16.5 kg KIT 11x8.3 ML 13.00% 74704050106466 Zolgensma 16.6-17.0 kg KIT 2x5.5ML & lOx8.3ML 13.00% 74704050106468 Zolgensma 17.1-17.5 kg KIT 1x5.5ML & 11x8.3ML 13.00% 74704050106470 Zolgensma 17.6-18.0 kg KIT 12x8.3 ML 13.00% 74704050106472 Zolgensma 18.1-18.5 kg KIT 2x5.5ML & 11x8.3ML 13.00% 74704050106474 Zolgensma 18.6-19.0 kg KIT 1x5.5ML & 12x8.3ML 13.00% 74704050106476 Zolgensma 19.1-19.5 kg KIT 13x8.3 ML 13.00% 74704050106482 Zolgensma 20.6-21.0 kg KIT 14x8.3 ML 13.00% 74706560002120 Evrysdi SOLR 0.75 MG/ML 10.00% 75886060000130 Sohonos CAPS 2.5 MG 13.00% 75886060000135 Sohonos CAPS 5 MG 13.00% 75886060000140 Sohonos CAPS 10 MG 13.00% 76000012100320 Firdapse TABS 10 MG 12.00% 80200080000920 Dojolvi LIQD 100 % 15.09% 82400540102140 Reblozyl SOLR 75 MG 14.25% 82405030050330 Alvaiz TABS 36 MG 13.00% 82405030050340 Alvaiz TABS 54 MG 13.00% 82405030100320 Promacta TABS 25 MG 17.40% 82405030100330 Promacta TABS 50 MG 17.40% 82405030100340 Promacta TABS 75 MG 17.40% 82405045000320 Mulpleta TABS 3 MG 17.50% 82405060002130 Nplate SOLR 500 MCG 15.00% 82502046000120 Xolremdi CAPS 100 MG 13.00% 82502060002020 Mozobil SOLN 24 MG/1.2ML 15.00% 15.00% 82700040600120 Cerdelga CAPS 84 MG 15.00% 82700070000120 Zavesca CAPS 100 MG 16.00% 67.00% 65 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 82804020101820 Casgevy SUSP 13.00% 82804050101820 Lyfgenia SUSP 13.00% 82805080000310 Oxbryta TABS 300 MG 15.25% 82805080007320 Oxbryta TBSO 300 MG 15.25% 85080025202020 Givlaari SOLN 189 MG/ML 14.00% 85100010226430 Nuwiq KIT 500 UNIT 30.00% 85100010226440 Nuwiq KIT 1000 UNIT 30.00% 85100010226460 Nuwiq KIT 2000 UNIT 30.00% 85100010226465 Nuwiq KIT 2500 UNIT 30.00% 85100010226470 Nuwiq KIT 3000 UNIT 30.00% 85100010226480 Nuwiq KIT 4000 UNIT 30.00% 85100010252120 Kovaltry SOLR 250 UNIT 40.00% 85100010252130 Kovaltry SOLR 500 UNIT 40.00% 85100010252140 Kovaltry SOLR 1000 UNIT 40.00% 85100010252150 Advate SOLR 1500 UNIT 42.00% 85100010252180 Kovaltry SOLR 3000 UNIT 40.00% 85100010266430 Xyntha KIT 500 UNIT 40.00% 85100010266440 Xyntha KIT 1000 UNIT 40.00% 85100010266460 Xyntha KIT 2000 UNIT 40.00% 85100010266470 Xyntha Solofuse KIT 3000 UNIT 40.00% 85100010302130 Eloctate SOLR 750 UNIT 28.60% 85100010302145 Eloctate SOLR 1500 UNIT 28.60% 85100010302155 Eloctate SOLR 2000 UNIT 28.60% 85100010302165 Eloctate SOLR 3000 UNIT 28.60% 85100010302170 Eloctate SOLR 4000 UNIT 28.60% 85100010402150 Adynovate SOLR 2000 UNIT 36.50% 85100010402160 Adynovate SOLR 3000 UNIT 36.50% 85100026202117 NovoSeven RT SOLR I MG 32.00% 85100026202145 NovoSeven RT SOLR 5 MG 32.00% 85100028352120 Idelvion SOLR 500 UNIT 13.00% 85100028352130 Idelvion SOLR 1000 UNIT 13.00% 85100028352140 Idelvion SOLR 2000 UNIT 13.00% 85100028352150 Idelvion SOLR 3500 UNIT 13.00% 85102585601820 Roctavian SUSP 20000000000000 VG/ML 13.00% 85105030202010 Hemlibra SOLN 30 MG/ML 26.00% 85105030202020 Hemlibra SOLN 60 MG/0.4ML 26.00% 85105030202030 I Hemlibra SOLN 105 MG/0.7ML 126,00% •e 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 85105030202040 Hemlibra SOLN 150 MG/M[L 26.00% 85105030202060 Hemlibra SOLN 300 MG/2ML 38.00% 85151020806420 Cablivi KIT 11 MG 16.00% 85804065002020 Empaveli SOLN 1080 MG/20ML 17.50% 85805030302030 Piasky SOLN 340 MG/2ML 13.00% 85805050002020 Soliris SOLN 300 MG/30ML 16.35% 85805070152020 Veopoz SOLN 400 MG/2ML 13.00% 85805080202060 Ultomiris SOLN 1100 MG/11 ML 15.00% 85805510000120 Tavneos CAPS 10 MG 14.00% 85807535200130 Fabhalta CAPS 200 MG 15.50% 85840010200120 Orladeyo CAPS 110 MG 12.50% 85840010200130 Orladeyo CAPS 150 MG 12.50% 85840030002020 Kalbitor SOLN 10 MG/ML 15.50% 85842040202020 Takhzyro SOLN 300 MG/2ML 13.00% 85870050700310 Pyrukynd TABS 5 MG 13.00% 85870050700325 Pyrukynd TABS 20 MG 13.00% 85870050700340 Pytvkynd TABS 50 MG 13.00% 86300017102304 Yutiq IMPL 0.18 MG 13.00% 86300017102305 Iluvien IMPL 0.19 MG 16.50% 86300017102320 Retisert IMPL 0.59 MG 13.00% 86330070002320 Mose TR IMPL 75 MCG 13.00% 86370070601810 Luxturna SUSP 5000000000000 VG/ML 14.50% 86770020202020 Oxervate SOLN 0.002 % 10.00% 90922010102320 Scenesse IMPL 16 MG 13.00% 90944520204020 Vyjuvek GEL 5000000000 PFU/2.5ML 13.00% 93000084203040 Vistogard PACK 10 GM 13.00% 93100028000345 Ferriprox Twice -A -Day TABS 1000 MG 10.00% 93100028002020 Fen-iprox SOLN 100 MG/ML 2.00% 94200070202020 Cytalux SOLN 3.2 MG/1.6ML 13.00% 99350035002120 Xiaflex SOLR 0.9 MG 13.00% 99391540600320 Joenja TABS 70 MG 13.00% 99392070000135 Thalomid CAPS 150 MG 13.00% 99392070000140 Thalomid CAPS 200 MG 16.00% 99394050000110 Revlimid CAPS 2.5 MG 18.50% 30.00% 99394050000120 Revlimid CAPS 5 MG 18.50% 30.00% 99394050000130 Revlimid CAPS 10 MG 18.50% 30.00% 99394050000140 Revlimid CAPS 15 MG 18.50% 30.00% 67 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 99394050000145 Revlimid CAPS 20 MG 18.50% 30.00% 99398270552030 Rystiggo SOLN 420 MG/3ML 13.00% 99398270552040 Rystiggo SOLN 560 MG/4ML 13.00% 99398270552060 Rystiggo SOLN 840 MG/6ML 13.00% 99398510500320 Rezurock TABS 200 MG 13.00% 99399902152020 Vyvgart Hytrulo SOLN 180-2000 MG- UNIT/ML 13.00% 99402080000120 Lupkynis CAPS 7.9 MG 16.00% 99405035402040 Gamifant SOLN 50 MG/10ML 15.50% 99405035402060 Gamifant SOLN 100 MG/20ML 15.50% 99405040202020 Uplizna SOLN 100 MG/IOML 13.00% 99463045000120 Zokinvy CAPS 50 MG 13.00% 99463045000130 Zokinvy CAPS 75 MG 13.00% 99486010003020 Vijoice PACK 50 MG 13.00% 3004405510E 110 Natpara CART 25 MCG 15.50% 3004405510EI20 Natpara CART 50 MCG 15.50% 3010002000EI20 Humatrope CART 6 MG 19.00% 3004405510EI30 Natpara CART 75 MCG 15.50% 3010002000F130 Humatrope CART 12 MG 19.00% 3004405510EI40 Natpara CART 100 MCG 15.50% 1235990460B720 Viekira Pak TBPK 12.5-75-50 &250 MG 19.00% 2133505420B210 Lenvima (4 MG Daily Dose) CPPK 4 MG 16.50% 2133505420B215 Lenvima (8 MG Daily Dose) CPPK 2 x 4 MG 16.50% 2133505420B220 Lenvima (10 MG Daily Dose) CPPK 10 MG 16.50% 2133505420B223 Lenvima (12 MG Daily Dose) CPPK 3 x 4 MG 16.50% 2133505420B230 Lenvima (20 MG Daily Dose) CPPK 2 x 10 MG 16.50% 2133505420B240 Lenvima (14 MG Daily Dose) CPPK 10 &4MG 16.50% 2133505420B244 Lenvima (18 MG Daily Dose) CPPK 10 MG&2x4MG 16.50% 2133505420B250 Lenvima (24 MG Daily Dose) CPPK 2 x IOMG&4MG 16.50% 2153051000B720 Alunbrig TBPK 90 & 180 MG 15.50% 215310705OB740 Kisqali (400 MG Dose) TBPK 200 MG 19.50% 2153107050B760 Kisqali (600 MG Dose) TBPK 200 MG 19.50% 2153223540B220 Truseltiq (50MG Daily Dose) CPPK 25 MG 13.00% 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 215322354OB225 Truseltiq (75MG Daily Dose) CPPK 25 MG 13.00% 215322354OB230 Truseltiq (100MG Daily Dose) CPPK 100 MG 13.00% 215322354OB235 Truseltiq (125MG Daily Dose) CPPK 100 & 25 MG 13.00% 2153801000B720 Piqray (200 MG Daily Dose) TBPK 200 MG 17.00% 2153801000B725 Piqray (250 MG Daily Dose) TBPK 200 &50 MG 17.00% 2153801000B730 Piqray (300 MG Daily Dose) TBPK 2 x 150 MG 17.00% 21560060008720 Xpovio (80 MG Twice Weekly) TBPK 20 MG 13.00% 2156006000B755 Xpovio (60 MG Twice Weekly) TBPK 20 MG 13.00% 2156006000B760 Xpovio (40 MG Once Weekly) TBPK 40 MG 13.00% 21560060008765 Xpovio (40 MG Twice Weekly) TBPK 40 MG 13.00% 2156006000B770 Xpovio (80 MG Once Weekly) TBPK 40 MG 13.00% 2156006000B775 Xpovio (100 MG Once Weekly) TBPK 50 MG 13.00% 2156006000B780 Xpovio (60 MG Once Weekly) TBPK 60 MG 13.00% 217000775OE520 Besremi SOSY 500 MCG/MI. 16.00% 21990002608740 Kisqali Femara (400 MG Dose) TBPK 200 & 2.5 MG 16.50% 219900026OB760 Kisqali Femara (600 MG Dose) TBPK 200 & 2.5 MG 16.50% 221000501 OG230 Zilretta SRER 32 MG 13.00% 301700754OG210 Signifor LAR SRER 10 MG 13.00% 301700754OG220 Signifor LAR SRER 20 MG 13.00% 301700754OG225 Signifor LAR SRER 30 MG 13.00% 301700754OG230 Signifor LAR SRER 40 MG 13.00% 30I700754OG240 Signifor LAR SRER 60 MG 13.00% 303000100OD420 Acthar Gel AUIJ 40 UNIT/0.5ML 13.00% 303000100OD430 Acthar Gel AUIJ 80 UNIT/ML 13.00% 3045406000B710 Jynarque TBPK 15 MG 17.50% 3045406000B720 Jynarque TBPK 30 & 15 MG 17.50% 30454060008725 Jynarque TBPK 45 & 15 MG 17.50% 30454060008735 Jynarque TBPK 60 & 30 MG 17.50% 3045406000B745 Jynarque TBPK 90 & 30 MG 17.50% 30908060008120 Olpruva (2 GM Dose) T-IPK 2 GM 12.00% 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 3090806000B 130 Olpruva (3 GM Dose) THPK 3 GM 13.00% 3090806000B 140 Olpruva (4 GM Dose) THPK 2 & 2 GM 12.00% 3090806000B 150 Olpruva (5 GM Dose) THPK 2 & 3 GM 12.00% 3090806000B 160 Olpruva (6 GM Dose) THPK 3 & 3 GM 12.00% 3090806000B 170 Olpruva (6.67 GM Dose) THPK 3 & 3.67 GM 12.00% 309085504OE530 Palynziq SOSY 20 MG/ML 16.25% 4012007000B720 Uptravi Titration TBPK 200 & 800 MCG 13.00% 453099028OB710 Symdeko TBPK 50-75 & 75 MG 17.00% 453099028OB720 Symdeko TBPK 100-150 & 150 MG 17.00% 453099034OB 120 Trikafta THPK 8040-60 & 59.5 MG 17.50% 453099034OB140 Trikafta THPK 100-50-75 & 75 MG 13.00% 453099034OB720 Trikafta TBPK 50-25-37.5 & 75 MG 17.50% 453099034OB740 Trikafta TBPK 100-50-75 & 150 MG 17.50% 525040504OD520 Omvoh SOAJ 100 MG/ML 20.00% 525040504OE520 Omvoh SOSY 100 MG/ML 20.00% 525050201 OF860 Cimzia Starter Kit PSKT 6 X 200 MG/ML 20.50% 566260506OE520 Rivfloza SOSY 128 MG/0.8ML 13.00% 566260506OE530 Rivfloza SOSY 160 MG/ML 13.00% 624010150OB718 Mavenclad (4 Tabs) TBPK 10 MG 18.50% 624010150OB722 Mavenclad (5 Tabs) TBPK 10 MG 18.50% 624010150OB726 Mavenclad (6 Tabs) TBPK 10 MG 18.50% 624010150OB732 Mavenclad (7 Tabs) TBPK 10 MG 18.50% 624010150OB736 Mavenclad (8 Tabs) TBPK 10 MG 18.50% 624010150OB740 Mavenclad (9 Tabs) TBPK 10 MG 18.50% 624010150OB744 Mavenclad (10 Tabs) TBPK 10 MG 18.50% 6240306045D520 Rebif Rebidose SOM 22 MCG/0.5ML 19.40% 6240306045D540 Rebif Rebidose SOM 44 MCG/0.5ML 19.40% 6240306045D560 Rebif Rebidose Titration Pack SOM 6X8.8 & 6X22 MCG 19.40% 6240306045E520 Rebif SOSY 22 MCG/0.5ML 19.40% 6240306045E560 Rebif Titration Pack SOSY 6X8.8 & 6X22 MCG 19.40% 6240306045F830 Avonex Prefilled PSKT 30 MCG/0.5ML 20.00% 624055250OB320 Tecfidera CDPK 120 & 240 MG 19.00% 96.50% 624070502OB220 Zeposia Starter Kit CPPK 0.23MG & 0.46MG & 0.92MG 16.50% 627010251OD520 Wainua SOM 45 MG/0.8ML 13.00% 627010401OE520 Tegsedi SOSY 284 MG/1.5ML 13.00% 70 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. Docusign Envelope ID: 92lF7A24-D5CE-4BCC-9F3C-5E7844661266 6270609010E520 Amvuttra SOSY 25 MG/0.5ML 13.00% 662700150OF840 Humira-Ped>/=40kg Crohns Start PSKT 80 MG/0.8ML 22.30% 662700150OF880 Humira-Ped<40kg Crohns Starter PSKT 80 MG/0.8ML & 40MG/0.4ML 22.30% 6627001503F560 Adalimumab-aaty (1 Pen) AJKT 80 MG/0.8ML 13.00% 6627001504D540 Hyrimoz-Crohns/UC Starter SOAJ 80 MG/0.8ML 16.50% 6627001504D560 Hyrimoz-Plaque Psoriasis Start SOAJ 80 MG/0.8ML & 40MG/0.4ML 16.50% 6627001504E540 Hyrimoz-Ped>/=40kg Crohn Start SOSY 80 MG/0.8ML 16.50% 6627001504E560 Hyrimoz-Ped<40kg Crohn Starter SOSY 80 MG/0.8ML & 40MG/0.4ML 16.50% 858050952OE520 Zilbrysq SOSY 16.6 MG/0.416ML 13.00% 858050952OE530 Zilbrysq SOSY 23 MG/0.574ML 13.00% 858050952OE540 Zilbrysq SOSY 32.4 MG/0.81ML 13.00% 8582004010E520 Firazyr SOSY 30 MG/3ML 40.00% 40.00% 858420402OE510 Takhzyro SOSY 150 MG/ML 13.00% 858420402OE520 Takhzyro SOSY 300 MG/2ML 16.50% 902505180OD520 Bimzelx SOAJ 160 MG/ML 19.44% 9025051800E520 Bimzelx SOSY 160 MG/ML 17.00% 902505707OF820 Skyrizi (150 MG Dose) PSKT 75 MG/0.83ML 21.35% 9025057500E520 Cosentyx SOSY 150 MG/ML 19.15% 902505777OE530 Spevigo SOSY 150 MG/ML 13.00% 9079355510D420 Nemluvio AUIJ 30 MG 14.00% 994050704OE520 Enspryng SOSY 120 MG/MI, 15.50% 9948601000B720 Vijoice TBPK 50 MG 16.00% 9948601000B730 Vijoice TBPK 125 MG 13.00% 9948601000B740 Vijoice TBPK 200 & 50 MG 13.00% 71 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. 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 from compliance with such performance guarantee until such circumstances have been resolved and any existing backlogs or other related effects have been eliminated. The amounts owed for failure to meet the performance guarantees shall be Client's sole monetary remedy, in addition to correction or any reimbursement associated with payment or billing errors. tMPLEMENTATION PERFORMANCE STANDARD through Year One) Category Performance Standard Level Amount at Risk Delivery and Timeliness Per agreed upon implementation timeline Client Specific 20% of Initial Welcome Packets to Eligible Persons Eligibility File Load and Per agreed upon implementation timeline Client Specific 20% Testing Overall Client RIGHTWAY will establish a survey to be Client Specific 20% Satisfaction used for measurement of this PSG. Overall Client Satisfaction will be scored using RIGHTWAY's standard scale. An average score of at least 80% of the total scale value is needed. For every 10% points under 80%, 50% of the total amount at risk will be assessed up to 100%. Penalty is due to Client sixty (60) days following receipt of survey results ID Card Production Per agreed upon implementation timeline Client Specific 5% Initial Contract RIGHTWAY will deliver an Agreement Client Specific $5,000 per Business Turnaround reflecting no less than the contract terms Day the Agreement as agreed upon during the RFP process no is late up to a maxi - later than 15 Business Days after the mum of $20,000 award of business 73 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 RIGHTWAY will establish a survey to be used for measurement of this PSG. Account Team Satisfaction will be scored using RIGHTWAY's standard Account Team — scale. An average score of at least 80% Client of the total scale value is needed. For Satisfaction every 10% points under 80%, 50% of the total amount at risk will be assessed up to 100%. Penalty is due to Client ninety (90) days following receipt of survey results. Quarterly I Client Specific 20% RIGHTWAY will deliver all RIGHT - WAY standard management reports to Client within 15 Business Days follow - Account Team - ing end of reporting period. The stand - Delivery of and management reports will contain Quarterly Client Specific 5° Management consistent content and formatting based Reports on RIGHTWAY standard reporting, un- less agreed to in advance, and may be made available to Client via the client portal. 74 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 75 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. ONGOING PERir-1' 1 1 GUARANTEES (Valid through completion of the InitialTerm) Measurement Measurement ofTotal Category Performance Standard Frequency Level Amount at Risk Customer Care - Less than 5% of calls will be abandoned, RIGHTWAY Abandonment once call has entered queue Quarterly Book of Busi- 5% Rate ness Eligible Person calls received during Customer Care — each calendar year will be answered RIGHTWAY Average speed to within an average of thirty (30) seconds Quarterly Book of Busi- 5% answer or less with the exception of a failure of ness a third -party communications system Customer Care - 85% of all Eligible Person inquiries will RIGHTWAY First Call be resolved on the first contact Quarterly Book of Busi- Resolution ness Claim Operations - Eligibility must be processed within 24 RIGHTWAY Eligibility hours of receipt of a complete Eligibility Quarterly Book of Busi- 5% Accuracy and File and with 100% accuracy ness Timeliness RIGHTWAY agrees to provide at least ninety (90) days' notice to the Client prior to any disruptive Formulary or Formulary Specialty Drug list changes. Bidder RIGHTWAY Notification agrees to provide membership impact Annually Book of Busi- 5% associated with the Formulary or Spe- ness cialty Drug list changes in advance, and notify members who will be disrupted in a manner agreed upon with the Client Prescriptions dispensed from the Spe- Specialty cialty Pharmacy will be received by Eli- RIGHTWAY Pharmacy — gible Person no less than the Business Quarterly Book of Busi- 5% "Needs By Date" Day prior to Eligible Persons Needs- ness By" date, unless delay is due to an act or omission by Eligible Person. Mail Order Prescriptions requiring no intervention Claims mailed by the Mail Service Pharmacy to RIGHTWAY Turnaround - Eligible Persons on an annual basis shall Quarterly Book of Busi- 5% Clean Claims (no be dispensed and mailed within an aver- ness intervention) age of two (2) Business Days, measured 75 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 76 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 EXHIBIT 6 REGULATORY ADDENDA FLORIDA PBM REGULATORY ADDENDUM With respect to the following provisions required by the State of Florida, "PBM" shall mean RIGH IVAY, and "Insurer" shall mean Client. Notwithstanding anything in the Agreement to the contrary, PBM and Insurer agree as follows: 1. Applicability. This Addendum is required by Florida Stat. Ann. §§ 627.64741, 627.6572, 641.314, and 626.8825 in order to include the requirements thereof to the extent such requirements are applicable to the Services provided by PBM under the Agreement, such requirements are applicable to the Services provided by PBM under the Agreement, and such requirements are not already addressed in the Agree- ment. This Addendum applies to the extent Eligible Person(s) reside in the State of Florida and Insurer is a "pharmacy benefits plan or program" as defined in Florida Stat. Ann. § 626.8825. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. MAC Lists. PBM shall update MAC pricing information at least every seven (7) calendar days. Florida Stat. Ann. §§ 627.64741(2)(a), 627.6572(2)(a), and 641.314(2)(a). PBM shall maintain a process that will, in a timely manner, eliminate drugs from MAC lists or modify drug prices to remain consistent with changes in pricing data used in formulating MAC prices and product availability. Florida Stat. Ann. §§ 627.64741(2)(b), 627.6572(2)(b), and 641.314(2)(b). 4. Pass-through Pricing Model. PBM shall use a pass-through pricing model. Florida Stat. Ann. § 626.8825(2)(a), (b). 5. Funds for Services. PBM shall use funds received in relation to providing the Services only pur- suant to this Agreement or as otherwise required by applicable law. Florida Stat. Ann. § 626.8825(2)(c). 6. Manufacturer Rebates. PBM shall pass 100 percent of all Rebates received to Insurer. This par- agraph does not apply if Insurer is a Medicaid managed care plan. Florida Stat. Ann. § 626.8825(2)(d). 7. Network Adequacy Standards. 77 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 7.1 Medicare Part D Program Standards. PBM shall meet Medicare Part D program network adequacy standards set forth in 42 C.F.R. § 423.120(a)(1). Florida Stat. Ann. § 626.8825(2)(e). 7.2 Affiliated Pharmacies. PBM shall not exclude unaffiliated Participating Pharmacies from any of its networks. Florida Stat. Ann. § 626.8825(2)(e)(1). 7.3 Provider Contracts. PBM shall offer a provider contract to licensed pharmacies physically located on the physical site of providers that are (a) essential providers as designated by the Agency for Health Care Administration pursuant to Florida Stat. Ann. § 409.975(1)(a) and within Insurer's geographic service area; (b) designated as cancer centers of excellence under Florida Stat. Ann. § 381.925, regardless of Insurer's geographic service area; (c) organ transplant hospitals, regardless of Insurer's geographic ser- vice area; (d) hospitals licensed as specialty children's hospitals as defined in Florida Stat. Ann. § 395.002; or (e) regional perinatal intensive care centers as defined in Florida Stat. Ann. § 383.16(2), regardless of Insurer's geographic service area. PBM must offer such provider contracts solely for administration or dispensing of Covered Benefits, including biological products, which are administered during a surgical procedure or are covered parenteral drugs, as part of onsite outpatient care. Florida Stat. Ann. § 626.8825(2)(e)(2). 7.4 Prescription Drug Delivery. PBM shall not require an Eligible Person to receive a prescrip- tion drug by mail order or delivery unless the prescription drug cannot be acquired at any retail Participating Pharmacy in PBM's network for Eligible Person's plan. Florida Stat. Ann. § 626.8825(2)(e)(3). 7.5 In -Person Administration of Prescription Drugs. PBM shall not require an Eligible Person to receive in-person drug administration services from an affiliated Participating Pharmacy or an affiliated health care provider. Florida Stat. Ann. § 626.8825(2)(e)(4). 7.6 Promotional Items and Incentives and Communications. PBM shall not offer or implement pharmacy networks that require or provide a promotional item or incentive, other than a reduced cost- sharing amount or enhanced quantity limit for a covered drug, to an Eligible Person to use an affiliated Participating Pharmacy or an affiliated health care provider for the in-person administration of covered prescription drugs; or advertising, marketing, or promoting an affiliated Participating Pharmacy to Eligible Persons. If PBM includes an affiliated Participating Pharmacy in communications to Eligible Persons re- garding Participating Pharmacies and prices, PBM must include information regarding nonaffiliated Par- ticipating Pharmacies in such communications and all information must be accurate and of equal promi- nence. Florida Stat. Ann. § 626.8825(2)(e)(5). 8. Conditional Network Participation. PBM shall not condition participation in one pharmacy net- work on participation in any other pharmacy network or penalize a Participating Pharmacy for declining to participate in a specific pharmacy network. Florida Stat. Ann. § 626.8825(2)(f). IN 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 9. Accreditation Standards for Participating Pharmacies. Except for specialty networks, PBM shall not institute a network that requires a Participating Pharmacy to meet accreditation standards incon- sistent with or more stringent than applicable federal and state requirements for licensure and operation as a pharmacy in Florida. Florida Stat. Ann. § 626.8825(2)(g). 9.1 Specialty Network. For participation in a specialty network, PBM shall not require a Par- ticipating Pharmacy to meet requirements for participation beyond those necessary to demonstrate the phar- macy's ability to dispense the drug in accordance with the United States Food and Drug Administration's approved manufacturer labeling. Florida Stat. Ann. § 626.8825(2)(g). 10. Formulary. When a formulary managed by the PBM is utilized, PBM shall, at a minimum, upon revising the formulary or Covered Benefits during a plan year, provide a 60 -day continuity -of -care period in which the modified or deleted Covered Benefit continues to be provided at the same cost for Eligible Person for a period of 60 days. When a formulary managed by the Insurer is utilized, Insurer shall, at a minimum, upon revising the formulary or Covered Benefits during a plan year, provide a 60 -day continuity - of -care period in which the modified or deleted Covered Benefit continues to be provided at the same cost for Eligible Person for a period of 60 days. The applicable 60 -day continuity -of -care period commences upon notification to Eligible Person and Insurer shall pay such Claim amounts consistent with the terms of the Agreement. This requirement does not apply if the Covered Benefit is a prescription drug that (a) has been approved and made available over the counter by the United States Food and Drug Administration and has entered the commercial market as such; (b) has been removed or withdrawn from the commercial market by the manufacturer; or (c) is subject to an involuntary recall by state or federal authorities and is no longer available on the commercial market. PBM shall ensure the 60 -day continuity -of -care period Flor- ida Stat. Ann. § 626.8825(h). 79 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 IDAHO PBM REGULATORY ADDENDUM With respect to the following provisions required by the State of Idaho, "PBM" shall mean RIGHTWAY, and "Insurer" shall mean Client. Notwithstanding anything in the Agreement to the contrary, PBM and Insurer agree as follows: 1. Applicability. This Addendum is required by Idaho Code § 41-349 in order to include the requirements thereof to the extent such requirements are applicable to the Services provided by PBM under the Agreement, such requirements are applicable to the Services provided by PBM under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Idaho and Insurer operates a "pharmacy benefits plan or program" as contemplated by Idaho Code § 41-349. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Pass-through Pricing Model. PBM shall use a pass-through pricing model. Idaho Code § 41- 349(1 ])(a). 4. Funds for Services. PBM shall use funds received in relation to providing the Services only pur- suant to this Agreement or as otherwise required by applicable law. Idaho Code § 41-349(11)(c). 5. Manufacturer Rebates. PBM shall pass 100 percent of all Rebates received to the Insurer for the sole purpose of offsetting defined cost-sharing and reducing premiums of covered persons. Rebates include any payment, discount, incentive, fee, price concession, or other remuneration. Idaho Code § 41-349(11)(d). 6. Network Adequacy Standards. 6.1 Medicare Part D Program Standards. PBM shall meet Medicare Part D program network adequacy standards set forth in 42 C.F.R. § 423.120(a)(1). Idaho Code § 41-349(11)(e). 6.2 Affiliated Pharmacies. PBM shall not exclude unaffiliated Participating Pharmacies from any of its networks. Idaho Code § 41-349(11)(e)(i). ;1 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 6.3 Prescription Drug Delivery. PBM shall not require an Eligible Person to receive a prescrip- tion drug by mail order or delivery unless the prescription drug cannot be acquired at any retail Participating Pharmacy in PBM's network for Eligible Person's plan. This provision does not prohibit PBM from oper- ating mail order or delivery programs on an opt -in basis at Eligible Person's sole discretion, provided that Eligible Person is not penalized through the imposition of any additional retail cost-sharing obligations or a lower allowed -quantity limit for choosing not to select the mail order or delivery programs. Idaho Code § 41-349(1 l)(e)(ii). 6.4 In -Person Administration of Prescription Drugs. PBM shall not require an Eligible Person to receive in-person drug administration services from an affiliated Participating Pharmacy or an affiliated health care provider. Idaho Code § 41-349(11)(e)(iii). 6.5 Promotional Items and Incentives and Communications. PBM shall not offer or implement pharmacy networks that require or provide a promotional item or incentive to an Eligible Person to use an affiliated Participating Pharmacy or an affiliated health care provider for the in-person administration of covered prescription drugs; or advertising, marketing, or promoting an affiliated Participating Pharmacy to Eligible Persons. If PBM includes an affiliated Participating Pharmacy in communications to Eligible Per- sons regarding Participating Pharmacies and prices, PBM must include information regarding nonaffiliated Participating Pharmacies in such communications and all information must be accurate and of equal prom- inence. This language does not prohibit PBM from entering into an agreement with an affiliated pharmacy to provide pharmacist services to Eligible Persons. Idaho Code § 41-349(11)(e)(iv). 7. Conditional Network Participation. PBM shall not condition participation in one pharmacy net- work on participation in any other pharmacy network or penalize a Participating Pharmacy for declining to participate in a specific pharmacy network. Idaho Code § 41-349(1 l)(f). 8. Accreditation Standards for Participating Pharmacies. Except for specialty networks, PBM shall not institute a network that requires a Participating Pharmacy to meet accreditation standards incon- sistent with or more stringent than applicable federal and state requirements for licensure and operation as a pharmacy in Idaho. Idaho Code § 41-349(11)(g). 8.1 Specialty Network. For participation in a specialty network, PBM shall not require a Par- ticipating Pharmacy to meet requirements for participation beyond those necessary to demonstrate the phar- macy's ability to dispense the drug in accordance with the United States Food and Drug Administration's approved manufacturer labeling. Idaho Code § 41-349(11)(g). 9. Formulary. PBM or Insurer shall, at a minimum, upon revising the formulary or Covered Benefits during a plan year, provide a 90 -day continuity -of -care period in which the modified or deleted Covered Benefit continues to be provided at the same cost for Eligible Person for a period of 90 days. The 90 -day continuity -of -care period commences upon notification to Eligible Person. This requirement does not apply if the Covered Benefit is a prescription drug that (a) has been approved and made available over the counter by the United States Food and Drug Administration and has entered the commercial market as such; (b) has 81 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. Docusign Envelope ID: 921 F7A24-D5CE4BCC-9F3C-5E7844661266 been removed or withdrawn from the commercial market by the manufacturer; (c) is subject to an involun- tary recall by state or federal authorities and is no longer available on the commercial market; or (d) has a generic, biosimilar, or interchangeable biologic approved by the United States Food and Drug Administra- tion. Idaho Code § 41-349(l 1)(h). 10. Dispensing Fees. PBM shall require that in -network pharmacies receive dispensing fees that rea- sonably cover the costs of dispensing medications. Idaho Code § 41-349(11)(i). 11. Prohibited Conduct. 11.1 Spread Pricing. PBM shall exclude terms that allow for the direct or indirect engagement in the practice of spread pricing. Idaho Code § 41-349(11)(b). 11.2 Pharmacy Claim Adjudication Fees. PBM shall avoid directly or indirectly charging or holding a pharmacist or pharmacy responsible for a fee for any step of or component or mechanism related to the claim adjudication process, including (a) the adjudication of a pharmacy benefit claim; (b) the pro- cessing or transmission of a pharmacy benefit claim; (c) the development or management of a claim pro- cessing or adjudication network; or (d) participation in a claim processing or adjudication network. Idaho Code § 41-349(11)0). 82 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 INDIANA PBM REGULATORY ADDENDUM With respect to the following provisions required by the State of Indiana, "PBM" shall mean RIGHTWAY, and "Insurer" shall mean Client. Notwithstanding anything in the Agreement to the contrary, PBM and Insurer agree as follows: 1. Applicability. This Addendum is required by Ind. Code Ann. § 27-1-24.5-25 et seq., in order to include the requirements thereof to the extent such requirements are applicable to the services provided by PBM under the Agreement, such requirements are applicable to the services provided by PBM under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Indiana and Insurer is a "Contract holder" as defined by Ind. Code Ann. § 27-1-24.5-0.7. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. Any provision of this Agreement that is contrary to the terms of Ind. Code Ann. § 27-1-24.5-25 is superseded by the terms of that statute. Ind. Code Ann. § 27-1-24.5-25. 3. PBM Compensation. PBM shall provide notice to Insurer of any consideration, including direct or indirect remuneration, that PBM receives from a pharmacy manufacturer or group purchasing organiza- tion for formulary placement or any other reason. Any provision of this Agreement that is contrary to the terms of Ind. Code Ann. § 27-1-24.5-25 is superseded by the terms of that state. Ind. Code Ann. § 27-1- 24.5-25. 4. Books and Records. 4.1 Insurer Audit. Insurer may, one (1) time in a calendar year and not earlier than six (6) months following a previously requested audit, request an audit of compliance with the Agreement as pro- vided by Indiana law.. Ind. Code Ann. § 27-1-24.5-25(a). 4.2 Disclosure to Insurer. Insurer shall have the right to request that PBM make various dis- closures to Insurer under Indiana law regarding the PBM's compensation. Ind. Code Ann. §§ 27-1-24.5- 25-26. 7-1-24.5- 25-26. 4.3 Commissioner Examination. PBM and Insurer acknowledge that the Commissioner of the Indiana Department of Insurance shall have the right to examine all books and records maintained by PBM. Ind. Code Ann. § 27-1-24.5-20(b). 83 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 IOWA PBM REGULATORY ADDENDUM With respect to the following provisions required by the State of Iowa, "PBM" shall mean RIGHTWAY, and "Health Carrier" shall mean Client. Notwithstanding anything in the Agreement to the contrary, PBM and Health Carrier agree as follows: 1. Applicability. This Addendum is required by Iowa Code Ann. § 51013.5 in order to include the requirements thereof to the extent such requirements are applicable to the services provided by PBM under the Agreement, such requirements are applicable to the services provided by PBM under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Persons(s) reside in the State of Iowa and are "covered persons" as defined by Iowa Code Ann. § 51013.1, PBM is a "pharmacy benefits manager" as defined by Iowa Code Ann. § 51013.1, and Health Car- rier is a "health carrier" as defined by Iowa Code Ann. § 51013.1. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Eligible Persons. To the extent the Agreement requires PBM to perform a function on Health Carrier's behalf that involves PBM contacting an Eligible Person, Health Carrier expressly permits PBM to contact such Eligible Person. Iowa Code Ann. § 51013.5. 84 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. Docusign Envelope ID: 92lF7A24-D5CE-4BCC-9F3C-5E7844661266 NEW JERSEY PBM REGULATORY ADDENDUM With respect to the following provisions required by the State of New Jersey, "PBM" shall mean RIGHT - WAY, and "Carrier" shall mean Client. Notwithstanding anything in the Agreement to the contrary, PBM and Carrier agree as follows: 1. Applicability. This Addendum is required by N.J. Stat. Ann. § 17B:27F-9.1 to include the require- ments thereof to the extent such requirements are applicable to the services provided by PBM under the Agreement, such requirements are applicable to the services provided by PBM under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eli- gible Person(s) reside in the State of New Jersey and Carrier is a "carrier or health benefits plan" as defined in N.J. Stat. Ann. § 17B:27F-1. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Disclosure of Agreement. Notwithstanding anything to the contrary in this Agreement, the New Jersey Department of Banking and Insurance is authorized to request copies of the terms and conditions of the Agreement for inspection, examination or audit purposes. N.J. Stat. Ann. § 17B:27F-9.1. 85 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 NEW YORK PBM REGULATORY ADDENDUM With respect to the following provisions required by the State of New York, "PBM" shall mean RIGHT - WAY, and "Health Plan" shall mean Client. Notwithstanding anything in the Agreement to the contrary, PBM and Health Plan agree as follows: 1. Applicability. This Addendum is required by 11 N.Y.C.R.R. § 456.5 to include the requirements thereof to the extent such requirements are applicable to the services provided by PBM under the Agree- ment, such requirements are applicable to the services provided by PBM under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of New York and Health Plan is a "health plan" as defined in N.Y. Pub. Health Law § 280-a(1)(a). 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Disclosure of Agreement. Notwithstanding anything to the contrary in this Agreement, the New York Department of Financial Services ("DFS") is authorized to request copies of the terms and conditions of the Agreement. PBM is prohibited from including in the Agreement any confidentiality provisions re- lated to disclosures to DFS and shall not require prior approval from any party prior to disclosure to DFS. Upon the DFS superintendent's request, PBM must transmit the Agreement to the department within 15 business days, unredacted and in full. N.Y. Comp. Codes R. & Regs. tit. 11, § 456.5(a). 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 VIRGINIA PBM ADDENDUM With respect to the following provisions required by the State of Virginia, "PBM" shall mean RIGHTWAY, and "Carrier" shall mean Client. Notwithstanding anything in the Agreement to the contrary, PBM and Carrier agree as follows: 1. Applicability. This Addendum is required by Virginia Code Ann. §§ 38.2-3407.15:1 and 38.2- 3465 in order to include the requirements thereof to the extent such requirements are applicable to the services provided by PBM under the Agreement, such requirements are applicable to the services provided by PBM under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Virginia and Carrier is a "carrier" as defined in Virginia Code Ann. §§ 38.2-3407.15:1(A) or 38.2-3465. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Ad- dendum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Pharmacy Audits. To the extent the Agreement requires PBM to perform audits of pharmacies on Carrier's behalf, the following terms and provisions apply in the absence of fraud on the part of the pharmacy: 3.1 Legal Compliance. Audits shall be conducted in Virginia in compliance with federal and state laws, rules and regulations, including the provisions of Virginia Code Ann. § 38.2-3407.15:1 and regulations adopted by the Board of Pharmacy. Virginia Code Ann. § 38.2-3407.15:1(C). 3.2 Premature Recoupment; Withholding. PBM shall not make charge backs or seek recoup- ment from a pharmacy, or assess or collect penalties from a pharmacy, until the time period for filing an appeal to an initial audit report has passed or until the appeals process has been exhausted, whichever is later. If the identified discrepancy for a single audit exceeds $25,000, future payments in excess of that amount may be withheld pending adjudication of an appeal. Virginia Code Ann. § 38.2-3407.15:1(C). 3.3 Recoupment Forbidden. PBM shall not recover from a pharmacy payment of claims that are identified through the audit process to be the responsibility of another payer. No recoupment of amounts paid to a pharmacy for any claim shall be made solely on the basis of a prescriber's or patient's lack of response to a request made by PBM. Virginia Code Ann. § 38.2-3407.15:1(C). PBM may not recoup from the pharmacy as a result of the audit any amounts calculated from or arising out of any other acts, omissions, or reasons identified by Virginia law as excusing recoupment. Virginia Code Ann. § 38.2- 3407.15:1(B). 3.4 Retroactive Denial Deadline. PBM shall not retroactively deny a claim (i) more than one year after the date of payment of the claim if the reason for denial would be patient ineligibility or (ii) at any time if PBM verified the patient's eligibility at the time of dispensing and provided an authentication number to the pharmacy. Virginia Code Ann. § 38.2-3407.15:1(C). 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 4. Prohibited Conduct. To the extent the Agreement requires PBM to perform a function on Car- rier's behalf that is related to any of the following conduct, PBM shall not engage in any of the following: 4.1 False Advertising. Cause or knowingly permit the use of any advertisement, promotion, solicitation, representation, proposal, or offer that is untrue. Virginia Code Ann. § 38.2-3467. 4.2 Exorbitant Adjudication Fee. Charge a pharmacist or pharmacy a fee related to the adju- dication of a claim other than a reasonable fee for an initial claim submission. Virginia Code Ann. § 38.2- 3467. 4.3 Unequal Reimbursement. Reimburse a pharmacy or pharmacist an amount less than the amount that PBM reimburses a pharmacy benefits manager affiliate for providing the same pharmacist services, calculated on a per-unit basis using the same generic product identifier or generic code number and reflecting all drug manufacturer's rebates, direct and indirect administrative fees, and costs and any remuneration. Virginia Code Ann. § 38.2-3467. 4.4 Punitive Measures. Penalize or retaliate against a pharmacist or pharmacy, including ter- minating or failing to renew the contractual relationship with such pharmacy or pharmacist, for exercising their rights under Virginia law. Virginia Code Ann. §§ 38.2-3407.15:1(D), 38.2-3467. 4.5 Network Exclusion. Restrict participation of a pharmacy in a pharmacy network for pro- vider accreditation standards or certification requirements if a pharmacist meets such accreditation stand- ards or certification standards. Virginia Code Ann. § 38.2-3467. 4.6 Network Adequacy Inflation. Include any mail order pharmacy or PBM affiliate in calcu- lating or determining network adequacy under any law or contract in Virginia. Virginia Code Ann. § 38.2- 3467. 4.7 Spread Pricing. Conduct spread pricing in Virginia. Virginia Code Ann. § 38.2-3467. 5. Books and Records. 5.1 Corporation Commission Access. PBM and Carrier acknowledge that the Commissioner of the Virginia Corporation Commission shall have access to books and records maintained by PBM for the purpose of examination to determine compliance with Virginia law. Carrier shall be responsible for the charges incurred by the Commissioner or their designee and their examiners and assistants in conduct- ing the examination. Virginia Code Ann. § 38.2-3468(A). 5.2 Confidentiality. PBM and Carrier acknowledge that all documents produced by, obtained by or disclosed to the Commission or any other person in the course of an examination and any analysis thereof may be disclosed to (i) a regulatory official of any state or country; (ii) the National Association of Insurance Commissioners (MAIC), its affiliate, or its subsidiary; or (iii) a law-enforcement authority of any state or country, provided that those officials are required under their law to maintain their confiden- tiality. Such information shall be given confidential treatment, is not subject to subpoena, and may not be made public by the Commission or any other person. Virginia Code Ann. § 38.2-3468(C). 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 6. Reporting. Carrier and PBM acknowledge that the following information must be reported to the Commissioner on an annual basis, and PBM shall undertake such reporting on behalf of Carrier to the extent required by the Agreement: 6.1 Rebates Received. The aggregate amount of rebates (discounts or other price concessions, including without limitation incentives, disbursements, and reasonable estimates of volume -based dis- counts, or payments that are (i) based on utilization of a prescription drug and (ii) paid by a manufacturer or third party, directly or indirectly, to a pharmacy benefits manager, pharmacy services administrative organization, or pharmacy after a claim has been processed and paid at a pharmacy) received by PBM. 6.2 Rebates Distributed. The aggregate amount of rebates distributed to Carrier. 6.3 Point of Sale Rebates. The aggregate amount of rebates passed on to Eligible Persons at the point of sale that reduced the Eligible Persons' applicable deductible, copayment, coinsurance, or other cost-sharing amount. 6.4 Carrier Payments to PBM. Upon the request of the Commission, the individual and aggre- gate amount paid by Carrier to PBM for services itemized by pharmacy, by product, and by goods and services. 6.5 Payments Made by PBM. Upon the request of the Commission, the individual and aggre- gate amount PBM paid for services itemized by pharmacy, by product, and by goods and services. Vir- ginia Code Ann. §§ 38.2-3465, 38.2-3468(B). S 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 ARIZONA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Arizona, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by Ariz. Rev. Stat. § 20485.01 in order to include the requirements of Ariz. Rev. Stat. §§ 20485.03 through 20-485.10, to the extent such requirements are ap- plicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Arizona and Insurer is an "insurer" as defined in Ariz. Rev. Stat. § 20485. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Claims Payment. The Parties agree that Administrator does not collect any premiums or charges for insurance paid by or on behalf of Eligible Person for Insurer. The payment of return premiums or Claims by Insurer to Administrator, if any, shall not be deemed payment to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to the Eligible Persons or claimants. Ariz. Rev. Stat. § 20485.02. 4. Records. 4.1 Administrator and Insurer shall retain a copy of the Agreement, in accordance with prudent standards of insurance record keeping, for the term of the Agreement and five (5) years thereafter. Ariz. Rev. Stat. §§ 20-485.01(A) and 20485.03(A). 4.2 Subject to applicable sections of the Agreement, Insurer shall retain the right to continuing access to documentation of all Claims processed sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons. Ariz. Rev. Stat. § 20485.03(E). 4.3 The Director of the Department of Insurance and Financial Institutions of the State of Ar- izona shall have access to the books and records for the purpose of examination, audit, and inspection. Ariz. Rev. Stat. § 20485.03(B). 5. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. Ariz. Rev. Stat. § 20-485.05. 6. Advertising. Administrator may use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved in writing by Insurer before the advertising is used. Ariz. Rev. Stat. § 20-485.04. 90 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 7. Notice To Eligible Persons. Administrator shall provide a written notice approved by Insurer to Eligible Persons, advising them of the identity of and relationship among Administrator, Eligible Persons, and Insurer. Ariz. Rev. Stat. § 20485.11. 8. Basis of Administrator's Compensation. Administrator and Insurer agree that with respect to any policies where Administrator processes, adjusts or settles Claims, the compensation that is payable to Administrator under the Agreement is in no way contingent on Claim experience; provided, however, com- pensation based on charges collected or number of Claims paid or processed is not prohibited. Ariz. Rev. Stat. § 20-485.09. 9. Termination. Insurer shall provide no less than thirty (30) days advance written notice to Admin- istrator prior to canceling the Agreement for any reason; provided however, Insurer shall only terminate the Agreement in accordance with the Agreement. Insurer shall provide no less than fifteen (15) days advance written notice to the Arizona Department of Insurance before canceling or making any other changes to the Agreement. Ariz. Rev. Stat. § 20-485.01(B). 10. Surety Bond. Administrator shall possess and maintain a surety bond in favor of the State of Arizona in accordance with the provisions set forth in Ariz. Rev. Stat. § 20-485.10. 11. Delivery of Written Communications. Administrator agrees that any policies, certificates, book- lets, termination notices or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly after receipt of instructions from Insurer to do so. Ariz. Rev. Stat. § 20-485.08. 91 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. Docusign Envelope ID: 92lF7A24-D5CE-4BCC-9F3C-5E7844661266 ARKANSAS TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Arkansas, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Arkansas Code Annotated Sections 23-92-201 et seq. This Addendum applies to the extent Eligible Person(s) reside in the State of Arkansas, Insurer is a self-insured plan, multiple employer trust, or multiple employer welfare arrangement providing life or accident and health coverage subject to Chapter 92 of the Arkansas Code Annotated, such requirements are applicable to the services provided by Administrator under the Agree- ment, and such requirements are not already addressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement Required. The written Agreement between Administrator and Insurer shall be in place before Administrator may act in the capacity of a third -party administrator to Insurer. The Agreement shall be maintained by Administrator and be subject to review by the Commissioner of the Insurance Department of the State of Arkansas. Ark. Code § 23-92-202. Ottl 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 CALIFORNIA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of California, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by California Insurance Code § 1759.1 in order to in- clude the requirements of California Insurance Code Sections 1759.2 to 1759.8, to the extent such require- ments are applicable to the Services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of California and Insurer is subject to California Insurance Code § 740. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Payment. 3.1 The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of any Eligible Person for Insurer. Payment of return premiums or Claims by Insurer to Administrator, if any, shall not he deemed payment to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to the Eligible Persons or claimants. California Insurance Code § 1759.2. 3.2 All Claims paid by Administrator from funds collected on behalf of Insurer shall be paid only on checks or drafts of, or, with the consent of the Eligible Person, by an electronic funds transfer from, and as authorized by Insurer. California Insurance Code § 1759.7. 4. Records. 4.1 Administrator and Insurer shall retain a copy of the Agreement for the term of the Agree- ment and five (5) years thereafter. California Insurance Code § 1759.1. 4.2 Subject to applicable sections of the Agreement, Insurer shall retain the right to continuing access to documentation of all Claims processed sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons. California Insurance Code § 17593(a). 4.3 The Insurance Commissioner of the State of California shall have access to the books and records for the purpose of examination, audit, and inspection. California Insurance Code § 1759.3(b). 5. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. California Insurance Code § 1759.5. 93 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 6. Fiduciary Responsibility. The Parties agree that Administrator will not collect insurance charges or premiums on behalf of or for Insurer. Return premiums received from Insurer, if any, shall be held by Administrator in a fiduciary capacity. Such funds shall be immediately remitted to the person or persons entitled thereto, or shall be deposited promptly in a fiduciary bank account established and maintained by Administrator. If charges or premiums so deposited have been collected on behalf of or for more than one insurer, Administrator shall keep records clearly recording the deposits in and withdrawals from such ac- count on behalf of or for each insurer. Administrator shall keep copies of all such records and, upon request of Insurer, shall furnish Insurer with copies of such records pertaining to deposits and withdrawals on behalf of or for Insurer. Administrator shall not pay any Claim on behalf of or for Insurer by withdrawals from such fiduciary account. Withdrawals from such account shall be made, as provided in the Agreement, for (1) remittance to Insurer entitled thereto; (2) deposit in an account maintained in the name of Insurer; (3) transfer to and deposit in a Claims paying account, with Claims on behalf of or for Insurer to be paid as provided in Cal. Ins. Code § 1759.7; (4) payment to a group policyholder for remittance to Insurer entitled thereto; (5) payment to Administrator of its commission, fees or charges; or (6) remittance of return premi- ums to the person or persons entitled thereto. California Insurance Code § 1759.6. 7. Advertising. Administrator may use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved in writing by Insurer before the advertising is used. California Insurance Code § 1759.4. 8. Notice to Eligible Persons. Administrator shall provide a written notice approved by Insurer to Eligible Persons, advising them of the identity of and relationship among Administrator, the Eligible Per- sons, and Insurer. California Insurance Code § 1759.9. 9. Basis of Administrator's Compensation. Administrator and Insurer agree that with respect to any policies where Administrator adjusts or settles Claims, the compensation that is payable to Adminis- trator under the Agreement is in no way contingent on Claim experience. California Insurance Code § 1759.8. 94 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 CONNECTICUT TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Connecticut, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Connecticut General Statute Sections 38a -720a et seg. This Addendum applies to the extent Eligible Person(s) reside in the State of Connecticut, Insurer is an "insurer" as defined in Connecticut General Statute Section 38a- 720(7), such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement. The written Agreement between Administrator and Insurer shall be in place before Administrator may act in the capacity of a third -party administrator to Insurer. The functions that Administrator will perform on behalf Insurer, as well as the lines, classes, or types of insurance that Ad- ministrator is authorized to administer, and the responsibilities of Administrator regarding the administra- tion of or any standards pertaining to the business underwritten by Insurer, Covered Products, premium rates, underwriting criteria or Claims payment are as stated in the written Agreement. Administrator and Insurer shall each maintain the Agreement as part of their official records for a minimum of five (5) years after termination of the Agreement. Conn. Gen. Stat. §§ 38a-720a(c), (d)(1)-(2). 4. Advertising. Administrator shall use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved in writing by Insurer before the advertising is used. If Administrator intends to mention any customer or person utilizing the services of Administrator in its advertising, Administrator shall obtain such customer's or person's prior written consent. Conn. Gen. Stat. § 38a -720d. 5. Insurer Responsibilities. Insurer shall be responsible for (1) determining the Covered Products, premium rates, underwriting criteria, and Claims payment procedures that apply to the lines, classes or types of insurance Administrator is authorized to administer; and (2) securing reinsurance, if any. Contem- poraneously with execution of the Agreement, Insurer shall provide to Administrator in writing, procedures pertaining to Administrator's administration of Covered Products, premium rates, underwriting criteria and Claims payment. Insurer retains responsibility for the competent administration of Insurer's Covered Prod- uct and service programs. To the extent Administrator administers Covered Products for more than one hundred (100) Eligible Persons on behalf of Insurer, then Insurer shall, not less than semiannually, review the operations of Administrator, with at least one (1) of the semiannual reviews to be an onsite audit of Administrator's operations. Conn. Gen. Stat. § 38a -720e. 6. Accounting and Claims Payments. 95 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 6.1 The Parties agree that Administrator does not collect premiums on behalf of Insurer. Any charges collected by Administrator on behalf of or for Insurer, and the return of premiums received from Insurer, if any, shall be held by Administrator in a fiduciary capacity. Funds collected by Administrator shall be immediately remitted to the person entitled to the funds or deposited in a fiduciary account which shall be established and maintained by Administrator in a federal or state chartered, federally Eligible Per- son financial institution. Administrator shall render an accounting to Insurer, on such frequency as stated in the Agreement, that details all transactions performed by Administrator pertaining to the business under- written by Insurer. Conn. Gen. Stat. §§ 38a-720a(c)(3), 38a-720f(a). 6.2 To the extent Administrator deposits in a fiduciary account charges collected on behalf of or for one or more insurers, Administrator shall keep clear records of the deposits in and withdrawals from the account on behalf of each insurer. Administrator shall keep copies of all the records and, upon request by Insurer, shall furnish Insurer with a copy of the records of the deposits and withdrawals pertaining to Insurer. Conn. Gen. Stat. § 38a-720f(b). 6.3 Administrator shall not pay any Claim by making withdrawals from a fiduciary account in which charges are deposited. Subject to the Agreement, procedures for withdrawals from the fiduciary bank account shall provide for. (A) remittance to an insurer entitled to the funds; (B) deposit in an account maintained in the name of Insurer; (C) transfer to and deposit in a Claims -paying account; (D) payment to a group policyholder for remittance to the insurer entitled to the funds; (E) payment to Administrator for its commission, fees, or charges; or (F) remittance of return premiums to the person entitled to the funds. All Claims paid by Administrator from funds collected on behalf of Insurer shall only be paid on drafts or checks of, and as authorized by, Insurer. Conn. Gen. Stat. §§ 38a-720a(d)(4), 38a-720f(c). 7. Records. 7.1 Administrator shall maintain in accordance with prudent standards of insurance record keeping complete books and records of all transactions performed by Administrator on behalf Insurer. Ad- ministrator shall maintain such books and records for a period of not less than five (5) years from the date of their creation. Conn. Gen. Stat. § 38a-720c(a)(1). 7.2 Insurer shall own any records generated by Administrator pertaining to Insurer. Adminis- trator shall retain the right to maintain continued access to the books and records to permit Administrator to fulfill all of its contractual obligations to Insurer, Eligible Persons or claimants. Conn. Gen. Stat. § 38a- 720c(a)(2). 7.3 The Commissioner of the Insurance Department of the State of Connecticut shall have access to books and records of Administrator relevant to the Agreement for the purpose of examination, audits, and inspection. Any documents, materials or other information in the possession or control of the Commissioner that are obtained by the Commissioner from Administrator, Insurer, an insurance producer, or any employee or agent thereof in an investigation, examination, or audit shall (1) be confidential by law and privileged; (2) not be subject to disclosure under Conn. Gen. Stat. Section 1-210; (3) not be subjected to subpoena; and (4) not be subject to discovery or admissible in evidence in any private civil action. Nei- ther the Commissioner nor any person who received the documents, materials or other information as set forth in this subsection shall testify or be required to testify in any private civil action concerning such documents, materials or information. The Commissioner may use the information in furtherance of any regulatory or legal action brought as a part of the Commissioner's official duties. Conn. Gen. Stat. §§ 38a- 720c(c)-(d). M 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 7.4 The Commissioner may share documents, materials or other information obtained pursuant to subsection C of this section with and receive documents, materials or other information, including those with confidential or privileged status, from other state, federal and international regulatory agencies, the National Association of Insurance Commissioners or its affiliates or subsidiaries, and state, federal and international law enforcement authorities, provided the recipient agrees to maintain the confidentiality and privileged status of such documents, materials or other information. Conn. Gen. Stat. § 38a-720c(e). 7.5 No waiver of any applicable privilege or claim of confidentiality in any documents, mate- rial or other information shall occur as a result of disclosure to the Commissioner or sharing in accordance with subsection D of this section. Conn. Gen. Stat. § 38a-720c(f). 7.6 Nothing in this section prohibits the Commissioner from releasing final, adjudicated ac- tions, including for cause terminations of licenses issued to Administrator, to a database or other clearing- house service maintained by the National Association of Insurance Commissioners or its affiliates or sub- sidiaries. Conn. Gen. Stat. § 38a-720c(g). 7.7 If the Agreement between Administrator and Client is terminated, Administrator may, by a separate written agreement with Insurer, transfer the books and records described in this section to a new administrator that acknowledges in writing that the new administrator is responsible for retaining the books and records in the manner provided in this section. Conn. Gen. Stat. § 38a-720c(h). 8. Delivery of Written Communications to Eligible Persons. Any policies, certificates, booklets, termination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly after receipt of instructions from Insurer to do so. Conn. Gen. Stat. § 38a-7201. 9. Disclosures. 9.1 Administrator shall issue to each Eligible Person a benefits identification card that includes disclosure of, and the relationship among, Administrator, the policyholder, and Insurer. Conn. Gen. Stat. § 38a-720h(a). 9.2 In the event Administrator collects charges or fees from Eligible Persons, the reason for collection of each item shall be identified to the Eligible Person and each item shall be shown sepa- rately. Administrator shall not make additional charges for services to the extent the services have been paid for by Insurer. Conn. Gen. Stat. § 38a-720h(b). 9.3 Administrator shall disclose to Insurer all charges, fees and commission that Administrator receives arising from services it provides for Insurer, including any fees or commissions paid by insurers providing reinsurance or stop loss coverage. Conn. Gen. Stat. § 38a-720h(c). 10. Effect of Payment. The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of Eligible Persons for Insurer. Return premium payments or Claim payments forwarded by Insurer to Administrator, if any, shall not be deemed to have been paid to an Eligible Person or claimant until the payment is received by the Eligible Person or claimant. Nothing in this section limits the rights of Insurer to bring a cause of action against Administrator arising from the failure of Ad- ministrator to make payments to Insurer, Eligible Persons, or claimants. Conn. Gen. Stat. § 38a -720b. WA 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 11. Basis of Compensation. Compensation to Administrator shall not be contingent upon savings effected in the adjustment, settlement or payment of losses covered by Insurer's obligations. This section shall not prevent performance-based compensation for auditing services, nor shall this section prevent com- pensation based on the amount of charges collected or number of Claims paid or processed. Conn. Gen. Stat. § 38a -720g. 12. Termination. Either party may terminate the Agreement for cause upon written notice, subject to the procedures for resolving disputes regarding the cause for termination which shall be as stated in the Agreement. Insurer shall fulfill any legal obligations with respect to policies or Plans affected by the Agree- ment, regardless of any dispute between Administrator and Insurer. Conn. Gen. Stat. §§ 38a-720a(d)(6), (e). 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. Docusign Envelope ID 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 FLORIDA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Florida, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by Fla. Stat. § 626.882(2) in order to include the re- quirements of Fla. Stat. §§ 626.883-626.888 to the extent such requirements are not addressed in the Agree- ment and such requirements are applicable to the services provided by Administrator under the Agree- ment. This Addendum applies to the extent Eligible Person(s) reside in the State of Florida and Insurer is an "insurer" as defined in Fla. Stat. § 626.88(5). 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. Fla. Stat. § 626.882(2)(b). 4. Record Retention. 4.1 The Agreement. Administrator and Insurer agree to retain the Agreement and any addenda or amendments thereto, including this Addendum, as part of their respective official records during the term of the Agreement and for at least five (5) years thereafter. Fla. Stat. § 626.882(3). 4.2 Maintenance. During the term of the Agreement and for at least five (5) years thereafter, Administrator shall maintain adequate books and records of all transactions among Administrator, Insurer, and Eligible Persons. Such books and records shall be maintained in accordance with prudent standards of insurance recordkeeping. Insurer shall maintain records in accordance with the terms and conditions of the Agreement. Fla. Stat. § 626.884(1). 4.3 Florida Office of Insurance Regulation Access. Administrator acknowledges that Florida Statute § 626.884(2) provides that "the office [of insurance regulation] shall have access to books and rec- ords maintained by the administrator for the purpose of examination, audit and inspection. Information contained in such books and records is confidential and exempt from the [public records disclosure law] if the disclosure of such information would reveal a trade secret.... However, the office may use such infor- mation in any proceeding instituted against the administrator." 4.4 Insurer Access. Insurer retains the right of continuing access to books and records main- tained by Administrator sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to any restrictions in the Agreement on the proprietary rights of Administrator and Insurer in such books and records. Fla. Stat. § 626.884(3). 5. Written Notice to Eligible Persons; Advertising. 99 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 5.1 Content of initial notice. Administrator shall provide a written notice, approved by Insurer, to Eligible Persons residing in Florida, advising them of the identity of, and relationship among, Adminis- trator and Insurer and Eligible Person. Fla. Stat. § 626.885(1). 5.2 Timing of other notices. Administrator shall promptly deliver any policies, certificates, booklets, termination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons after receipt of instructions from Insurer to deliver them. Fla. Stat. § 626.886. 5.3 Advertising. Administrator may only use such advertising pertaining to the Plan as has been approved in writing by Insurer in advance. Fla. Stat. § 626.887. 5.4 Statement of Charge or Premium for Coverage. The Parties agree that Administrator does not collect charges or premiums for coverage from Eligible Persons. When Administrator collects funds, Administrator shall identify and state separately in writing, to the person paying to Administrator any charge, and the amount of any such charge specified by Insurer for such coverage. Fla. Stat. § 626.885(2). 6. Compensation Not Contingent on Claims Experience. Administrator and Insurer agree that compensation to Administrator for any Plans in which Administrator adjusts or settles Claims shall in no way be contingent on Claims experience. Administrator and Insurer further agree that this provision does not prevent Administrator's compensation from being based on charges collected or the number of Claims paid or processed. Fla. Stat. § 626.888. 7. Administrator as Intermediary; Collections Held in Fiduciary Capacity; Establishment of Account; Disbursement; Payments on Behalf of Insurer. 7.1 The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of any Eligible Persons for Insurer. Claim payments forwarded by Insurer to Admin- istrator, if any, shall not be deemed to have been paid to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing in this part limits any right of Insurer against Administrator resulting from the failure of Administrator to make payments to Insurer, Eligible Persons, or claimants. Fla. Stat. § 626.883(1). 7.2 All charges collected by Administrator on behalf of or for Insurer shall be held by Admin- istrator in a fiduciary capacity. Such funds shall be immediately remitted to the person or persons entitled to them or shall be deposited promptly in a fiduciary account established and maintained by Administrator in a financial institution. Fla. Stat. § 626.883(2). 7.3 If charges deposited in a fiduciary account have been collected on behalf of or for more than one insurer, Administrator shall keep records clearly recording the deposits in and withdrawals from such account on behalf of or for each insurer. Administrator shall, upon request of Insurer, furnish Insurer with copies of records pertaining to deposits and withdrawals on behalf of or for Insurer. Fla. Stat. § 626.883(3). 7.4 Administrator may not pay any Claim by withdrawals from a fiduciary account. Withdraw- als from such account shall be made as provided in the Agreement between Administrator and Insurer for any of the following: (a) Remittance to Insurer entitled to such remittance. (b) Deposit in an account main- tained in the name of Insurer. (c) Transfer to and deposit in a Claims -paying account, with Claims to be 100 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 paid as provided by Insurer. (d) Payment to a group policyholder for remittance to Insurer entitled to such remittance. (e) Payment to Administrator of the commission, fees, or charges of Administrator. (f) Remit- tance of return premium to the person or persons entitled to such return premium. Fla. Stat. § 626.883(4). 7.5 All Claims paid by Administrator from funds collected on behalf of Insurer shall be paid only on drafts of, and as authorized by, Insurer. Fla. Stat. § 626.883(5). 7.6 All payments to a health care provider by a fiscal intermediary for non -capitated providers must include an explanation of services being reimbursed which includes, at a minimum, the patient's name, the date of service, the procedure code, the amount of reimbursement, and the identification of the plan on whose behalf the payment is being made. For capitated providers, the statement of services must include the number of patients covered by the contract, the rate per patient, the total amount of the payment, and the identification of the plan on whose behalf the payment is being made. Fla. Stat. § 626.883(6). 101 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 GEORGIA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Georgia, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Ga. Comp. R. & Regs. r. 120-249. This Addendum applies to the extent Eligible Person(s) reside in the State of Georgia, Insurer is subject to the Rules of the Commissioner of Insurance in the Georgia Administrative Code, such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement Necessary. Administrator shall retain as part of the official records of Ad- ministrator and Insurer their written agreement for the duration of the agreement and five years thereafter. Ga. Comp. R. & Regs. r. 120-2-49-.04 (1). 4. Payment. The Parties agree that Administrator does not collect charges or premiums for coverage from Eligible Persons. Payment of return premiums or Claims by Insurer to Administrator, if any, shall not be deemed payment to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to Insurer, Eligible Persons or claimants. Ga. Comp. R. & Regs. r. 120-249-.06, .08. 5. Records. 5.1 Administrator shall maintain at its principal administrative office for the duration of the Agreement and five (5) years thereafter, books and records of all transactions between it, Insurer, and Eli- gible Persons. The Commissioner of Insurance of the State of Georgia shall have access to such books and records for the purpose of examination, audit and inspection. Any trade secrets contained therein, including but not limited to the identity and addresses of Eligible Persons, shall be confidential, except the Commis- sioner may use such information in any proceedings instituted against the Administrator. Insurer shall retain the right to continuing access to such books and records of Administrator sufficient to permit the Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to any restrictions in the Agreement on the proprietary rights of the Parties in such books and records. Ga. Comp. R. & Regs. r. 120-2-49-.05(1). 5.2 Administrator shall maintain detailed books and records that reflect all administered trans- actions specifically in regard to the following (if applicable): premiums, premium taxes, agent's commis- sions, administrator's fees, contributions received and deposited and Claims and authorized expenses paid. The detailed preparation, journalizing, and posting of such books and records shall be made in accordance with the terms and conditions of the Agreement, and, as applicable, in accordance with ERISA and to enable 102 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. Docusign Envelope ID: 921 F7A24-D5CE4BCC-9F3C-5E7844661266 Insurer to complete the National Association of Insurance Commissioners' annual financial statement. All books and records maintained by Administrator on behalf of Insurer for a calendar or fiscal year shall be maintained for the period in which Administrator is providing service for Insurer and for five years there- after. Ga. Comp. R. & Regs. r. 120-2-49-.05(2) — (4). If applicable, Administrator shall maintain a cash receipts register of all premiums or contributions received. The minimum detail required in the register shall be: (a) date received and deposited; (b) the mode of payment; (c) the policy number; (d) name of group policyholder, (e) names of certificate -holders; (f) individual premium amounts; and (g) agent. Ga. Comp. R. & Regs. r. 120-249-.05(5). 5.3 The description of a disbursement shall be in sufficient detail to identify the source docu- ment substantiating the purpose of the disbursement, and shall include all of the following: (a) the check number; (b) the date of disbursement; (c) the person to whom the disbursement was made; (d) the amount disbursed (if the amount disbursed does not agree with the amount billed or authorized, Administrator shall prepare a written record as to the application of the disbursement); (e) and ledger account number. Ga. Comp. R. & Regs. r. 120-249-.05(6). 5.4 If the disbursement is for the earned administrative fee or commission, the disbursement shall be supported by a written record reflecting the identifying deposit from which the fee was matched. Ga. Comp. R. & Regs. r. 120-2-49-.05(7). 5.5 All journal entries for receipts and disbursements shall be supported by evidential matter. The evidential matters must be referenced in the journal entry so that it may be traced for verification. Ga. Comp. R. & Regs. r. 120-2-49-.05(8). 5.6 Administrator shall prepare and maintain monthly financial institution account reconcilia- tions if such service is requested by Insurer as provided in Agreement. Ga. Comp. R. & Regs. r. 120-2-49- .05(9). 5.7 Administrator shall prepare a report to be filed with Insurer and plan sponsor within ninety days of the end of the fiscal year of the plan, which discloses at least all of the following: (a) The total premiums or contributions received from the plan sponsor, or Eligible Persons (if applicable); (b) The total administration fees withdrawn by Administrator, if any, pursuant to the Agreement; (c) The total Claim payments made during the reporting period; (d) A copy of the annual report shall be retained as part of the official record of the Administrator for at least five (5) years; (e) Any additional information required by the Agreement; and (f) The names of all Insurers, reinsurance carriers or ultimate risk bearers providing any type of insurance coverage to the plan sponsor. Ga. Comp. R. & Regs. r. 120-2-49-.05(10). 5.8 Return premiums or contributions shall be paid to the Insurer or credited to the account of the Insurer within thirty days after receipt by Administrator. If the return premium or contribution is credited to the Insurer, the credit must be shown and applied to the next billing statement sent to the Insurer. Ga. Comp. R. & Regs. r. 120-2-49-.05(11). 6. Fiduciary Account. The Parties agree that Administrator will not collect premiums or insurance charges on behalf of or for Insurer. Return premiums received from such Insurer, if any, shall be held by Administrator in a fiduciary capacity. Such funds shall be immediately remitted to the person or persons entitled thereto, or shall be deposited promptly in a fiduciary bank account established and maintained by Administrator. If charges or premiums so deposited have been collected on behalf of or for more than one insurer, or self insurer, Administrator shall cause the bank in which such fiduciary account is maintained to 103 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 keep records clearly recording the deposits in and withdrawals from such account on behalf of or for each insurer and for each self insurer. Administrator shall promptly obtain and keep copies of all such records and, upon request of Insurer, shall furnish Insurer with copies of such records pertaining to deposits and withdrawals on behalf of or for Insurer. Administrator shall not pay any Claim by withdrawals from such fiduciary account. Withdrawals from such account shall be made, as provided in the Agreement, for (a) Remittance to an Insurer; (b) Deposit in an account maintained in the name of Insurer; (c) Transfer to and deposit in a Claims paying account, with Claims to be paid as provided in 120-2119-.09; (d) Payment to a group policyholder for remittance to the insurer or self -insurer entitled thereto; (e) Payment to Administra- tor of its fees or charges; or (f) Remittance of return premiums to the person or persons entitled thereto. Ga. Comp. R. & Regs. R. 120-249-.08. 7. Approval of Advertising. 7.1 Administrator may use only such advertising pertaining to the business underwritten by Insurer and approved in advance of its use. Ga. Comp. R. & Regs. r. 120-249-.13(1). 7.2 Administrator shall maintain at its principal administrative office a complete file of all advertisements, regardless of by whom written, created or designed, which are used in the course of Ad- ministrator's business in this state, with a notation indicating the manner and extent of distribution and the form number of any policy advertised. Such file shall be subject to inspection by the Office of Commis- sioner of Insurance. All such advertisements shall be maintained in said file for a period of not less than five (5) years. Ga. Comp. R. & Regs. r. 120-249-.13(2). 7.3 Administrator shall file with the Commissioner of Insurance on or before March 1 in each year, a certification executed by an authorized officer of the Administrator, attesting that to the best of his or her knowledge, information and belief, the advertisements disseminated by Administrator during the preceding calendar year complied, or were made to comply in all respects, with the advertising regulations of this state. Ga. Comp. R. & Regs. r. 120-2-49-.13(3). 8. Notification Required. Administrator shall provide a written notice approved by Insurer, to Eli- gible Persons, advising them of the identity of and relationship among Administrator and the In- surer. Where Administrator collects funds, it must identify and state separately in writing to the person paying to the Administrator any charge, the amount of any such charge specified by Insurer. Ga. Comp. R. & Regs. r. 120-249-.15(1). 9. Claims Payments. All Claims paid by Administrator from funds collected on behalf of the Insurer shall be paid by check, drafts, electronic funds transfer, or other method of electronic payment, as author- ized by the Insurer: provided, however, the payee may elect to receive payment by check. Ga. Comp. R. & Regs. r. 120-2-49-.09. 10. Compensation to Administrator. 10.1 Compensation to Administrator for any policies in which it adjusts or settles Claims shall in no way be contingent on Claims experience. This section does not prevent the compensation of Admin- istrator from being based on premiums or charges collected or the number of Claims paid or processed. Ga. Comp. R. & Regs. r. 120-2-49-.10(1). 104 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 10.2 Administrator shall not receive from the Insurer or Eligible Person(s) any compensation or other payments except as expressly set forth in the written agreement between the Administrator and the Insurer. Ga. Comp. R. & Regs. r. 120-2-49-.10(2). 11. Notice to Covered Individuals. Any policies, certificates, booklets, termination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by the Administrator promptly after receipt of direction from Insurer to deliver them. Ga. Comp. R. & Regs. r. 120-249-.14. 12. Insurance Coverage; Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Benefits Plan are solely the responsibility of Insurer. Ga. Comp. R. & Regs. r. 120-2-49-.12(1). As to the administration of coverage insured by Insurer, Insurer, and not the Administrator, shall be responsible for determining the Covered Products, rates, underwriting criteria, and Claims payment procedures appli- cable to such coverage and for securing reinsurance, if any. Ga. Comp. R. & Regs. r. 120-2-49-.12(2). Ad- ministrator shall not place any insurance or reinsurance coverage on behalf of Insurer with an Insurer that is not authorized or approved to do business in Georgia. Ga. Comp. R. & Regs. r. 120-2-49-.12(3). Ad- ministrator shall not have the authority to move the coverage of Eligible Person(s) to a new Insurer unless such action is at the request of the Insurer following notice of termination of the group coverage by the Insurer or group policyholder, and the new Insurer must hold a Certificate of Authority to do business in Georgia. Ga. Comp. R. & Regs. r. 120-2-49-.12(4). Insurer agrees that any Eligible Person whose group insurance coverage terminates, regardless of the situs of the group policy, shall be entitled to conversation rights as required under O.C.G.A. 33-24-21.1 and 120-2-10.11 of the Rules and Regulations of the Office of Commissioner of Insurance, or as provided in the group insurance policy, if more favorable. Ga. Comp. R. & Regs. r. 120-249-.12(5). Where group insurance coverage is discontinued and replaced, the Eligible Persons shall be entitled to all takeover rights provided under Rule 120-2-10.10 of the Rules and Regula- tions of the Office of Commissioner of Insurance. Ga. Comp. R. & Regs. r. 120-2-49-.12(6). 105 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 IDAHO TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Idaho, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the provisions required by Idaho Code § 41-902(1) to the extent such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Idaho and Insurer is an "insurer" as defined in Idaho Code § 41-901(7). 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Advertising. Administrator may use only such advertising pertaining to the business underwritten by Insurer as has been approved by Insurer in advance of its use. Prior to approving the use of advertising by Administrator, Insurer shall first file the advertising with the director of insurance along with a certifi- cation in a form prescribed by the director that the advertising complies with Idaho law. Idaho Code § 41- 905. 4. Record Retention. 4.1. The Agreement. Administrator and Insurer agree to retain the Agreement and any addenda or amendments thereto, including this Addendum, as part of their respective official records during the term of the Agreement and for at least five (5) years thereafter. Idaho Code § 41-902(l). 4.2. Maintenance. Administrator shall maintain at its principal administrative office adequate books and records of all transactions performed on behalf of Insurer for not less than five (5) years from the date of their creation. Such books and records shall be maintained in accordance with prudent standards of insurance recordkeeping. Idaho Code § 41-904(1). In the event Insurer and Administrator cancel the Agreement, notwithstanding the foregoing, Administrator may, by written agreement with Insurer, transfer all records to Insurer or a succeeding administrator selected by Insurer, rather than retain them for five (5) years. In the event of a cancellation under this subsection, the succeeding administrator or Insurer shall acknowledge and agree, in writing, that the administrator or Insurer shall be responsible for retaining the records of Administrator as required herein. Idaho Code § 41-904(4). 4.3. Idaho Director of Insurance Access. Administrator acknowledges that Idaho Code § 41- 904(2) provides that "[t]he director shall have access to books and records maintained by [the Administra- tor] for the purposes of examination, audit, and inspection." 4.4. Insurer Access. Administrator acknowledges that Idaho Code § 41-904(3) provides that "[t]he insurer shall own the records generated by the administrator pertaining to the insurer; however, the administrator shall retain the right to continuing access to books and records to permit the administrator to 106 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 fulfill all of its contractual obligations to insured parties, claimants and the insurer, and its obligations to maintain records available to the director." 5. Payment. 5.1. To the extent Administrator pays a Claim from money collected for or on behalf of Insurer, such Claim shall be paid only on drafts or checks of and as authorized by Insurer. Idaho Code § 41-906(5). 5.2. The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of any Eligible Person for Insurer. Payment of return premiums or Claims forwarded by Insurer to Administrator, if any, shall not be deemed payment to Eligible Persons or claimants until the payments are received by Eligible Persons or claimants. The foregoing does not limit any right of Insurer against Administrator resulting from the failure of Administrator to make payments to Insurer, Eligible Persons, or claimants. Idaho Code § 41-903. 6. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. Idaho Code § 41-902(2). 7. Administrator Obligations. The Agreement sets forth the duties that Administrator is expected to perform on behalf of Insurer and the lines, classes, or types of insurance for which Administrator is to be authorized to administer. Idaho Code § 41-902(2). 8. Insurer Obligations. Insurer or Administrator may, with written notice to the other party and the director of insurance, terminate the Agreement as provided in the Agreement. Insurer shall fulfill any law- ful obligations with respect to policies affected by the Agreement, regardless of any dispute between Insurer and Administrator. Idaho Code § 41-902(3). 9. Notice to Eligible Persons. Administrator shall provide a written notice approved by Insurer to Eligible Persons advising them of the identity of, and relationship among, Administrator, Eligible Person, and Insurer. Idaho Code § 41-909(1). Where Administrator collects funds, the reason for collection of each item shall be identified to the Eligible Person and each item shall be shown separately. Additional charges may not be made for services to the extent the services have been paid for by Insurer. Idaho Code § 41-909(2). Any policies, certificates, booklets, termination notices, or other written communications de- livered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly, after receipt of instructions from Insurer to deliver them. Idaho Code § 41-907. 10. Basis of Administrator's Compensation. Administrator and Insurer agree that no amount of a commission, fee, or charge that is payable to Administrator under the Agreement is contingent on savings effected in the adjustment, settlement, and payment of losses covered by Insurer's obligations. Idaho Code § 41-908(1). Nothing herein shall prevent Administrator's compensation from being based on charges collected or the number of Claims processed or paid. Idaho Code § 41-908(2). Administrator shall disclose to Insurer all charges, fees and commissions received from all services in connection with the provision of administrative services for Insurer, including any fees or commissions paid by insurers providing reinsurance. Idaho Code § 41-909(3). 107 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 ILLINOIS TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Illinois, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by 215 111. Comp. Stat. § 5/511.106 and Ill. Admin. Code tit. 50 § 2051.280 to the extent such requirements are appli- cable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Illinois and to the extent that Insurer is an "insurer" or "plan sponsor" as those terms are defined in 215 Ill. Comp. Stat. § 5/511.101. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Record Retention. 3.1 The Agreement. Administrator and Insurer shall retain, as part of their official records, a copy of the Agreement for the term of the Agreement and five (5) years thereafter. 215 Ill. Comp. Stat. § 5/511.106(b). 3.2 Maintenance. During the term of the Agreement and for five (5) years thereafter, Admin- istrator shall maintain, at its principal office, adequate books and records among Administrator, Insurer, and Eligible Persons in accordance with generally accepted standards of business recordkeeping. 215 Ill. Comp. Stat. § 5/511.106(c). 4. Advertising. Administrator may use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved by Insurer before the advertising is used. 215 Ill. Comp. Stat. § 5/511.106(e). 5. Notice to Eligible Persons. Upon receipt of instructions from Insurer, Administrator shall promptly deliver any policies, certificates, booklets, termination notices, or other written communications to Eligible Persons. 215 Ill. Comp. Stat. § 5/511.106(f). 6. Compensation. Administrator and Insurer agree that the compensation that is payable to Admin- istrator under the Agreement is in no way contingent upon the loss ratio of the plan. This section shall not prohibit Administrator from engaging in cost containment activities with Insurer. All compensation that is payable to Administrator is set forth in the Agreement or any addendum attached thereto. 215 Ill. Comp. Stat. § 5/511.106(g), (h). 7. Incentives. To the extent any incentives are provided to Eligible Persons to utilize services of a provider that has entered into an agreement with Administrator, such terms are set forth in the Agree- ment. Ill. Admin. Code tit. 50 § 2051.280(a). 108 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 8. Referrals. In the event Administrator or a preferred provider find it medically necessary to refer a to a non -preferred provider, Insurer shall ensure that the Eligible Person shall incur no greater out-of-pocket liability than if the Eligible Person had the received services from a preferred provider. This requirement shall not apply to Eligible Persons who willfully choose to access a non -preferred provider for health care services available through the panel of participating providers, in which the contractual requirements for non -preferred provider reimbursements will apply. Ill. Admin. Code tit. 50 § 2051.280(b). 9. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. Insurer may assume any underwriting risk when risk is part of the delivery of services. 215 Ill. Comp. Stat. § 5/511.106(d), Ill. Admin. Code tit. 50 § 2051.280(d). 10. Identification Cards. Both Administrator's and Insurer's name and toll-free telephone numbers shall be listed on identification cards issued to Eligible Persons. Ill. Admin. Code tit. 50 § 2051.280(c). 109 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 INDIANA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Indiana, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Indiana Code Sections 27-1-25-2, et seq. This Addendum applies to the extent Eligible Person(s) reside in the State of Indiana, Insurer is an "insurer" as defined in Indiana Code Section 27-1-25-1, such requirements are appli- cable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement. The written Agreement between Administrator and Insurer shall be in place before Administrator may act in the capacity of a third -party administrator to Insurer. The functions that Administrator will perform on behalf Insurer, as well as the lines, classes, and types of coverage that Ad- ministrator is authorized to administer on behalf of Insurer, shall be as stated in the written Agreement. Ad- ministrator and Insurer shall each maintain the Agreement as part of their official records for a minimum of five (5) years after termination of the Agreement. The Agreement may be filed with the Commissioner of the Insurance Department of the State of Indiana in connection with applicable licensing procedures. Ind. Code §§ 27 -1 -25 -2(a) -(b), (d) -(e). 4. Advertising. Administrator shall use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved in writing by Insurer before the advertising is used. Ind. Code § 27-1-25-5. 5. Insurer Responsibilities. Insurer shall be responsible for: (1) determining the Covered Products, premium rates, underwriting criteria, and Claims payment procedures that apply to the coverage; and (2) securing reinsurance. Contemporaneously with execution of the Agreement, Insurer shall provide Admin- istrator with the rules that Administrator must follow in administering the coverage and the responsibilities of Administrator as to administering the coverage. Insurer retains sole responsibility for the competent administration of benefit programs provided by Insurer. To the extent Administrator administers Covered Products for more than one hundred (100) Eligible Persons on behalf of Insurer, then Insurer shall, not less than semiannually, review the operations of Administrator, with at least one (1) of the semiannual reviews to be an onsite audit of Administrator operations. Ind. Code § 27-1-25-5.5. 6. Accounting and Claims Payments. 6.1 The Parties agree that Administrator does not collect premiums on behalf of Insurer. Ad- ministrator shall act as a fiduciary in collecting or returning other charges for Insurer, if applicable. Funds collected by Administrator shall be immediately remitted to the person entitled to the funds or deposited in 110 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 a fiduciary account which shall be established and maintained by Administrator in a federally Eligible Per- son or state Eligible Person financial institution. Administrator shall maintain records clearly showing the deposits and withdrawals from the fiduciary bank account for Insurer. Administrator shall furnish to In- surer, upon its request, copies of the required records and, at intervals specified in the Agreement, a periodic accounting of transactions performed by Administrator pertaining to the business underwritten by In- surer. Ind. § 27-1-25-6(a) — (c). 6.2 Subject to the Agreement, withdrawals from the bank account shall only be made for the following: (1) remittance to an insurer entitled to the funds; (2) deposit in an account maintained in the name of Insurer; (3) transfer to and deposit in a Claims -paying account; (4) payment to a group policyholder for remittance to the insurer entitled to the funds; (5) payment to Administrator for its commission, fees, or charges; or (6) remittance of return premiums to the person entitled to the funds. Administrator shall not pay any Claim with money withdrawn from a fiduciary account established as set forth above in which premiums or charges are deposited. All Claims paid by Administrator from funds collected on behalf of Insurer shall be paid: (1) by draft or check; or (2) via electronic payment as authorized by Insurer. Ind. Code §§ 27 -1 -25 -6(d) -(e), 27-1-25-7. 6.3 In the event Administrator collects charges, Administrator shall state separately the amount of any charge for coverage specified by Insurer to the person paying charge. Additional charges shall not be made for a service to the extent that the charge for the service has been paid by Insurer. Ind. Code § 27- 1-25-10(b). 6.4 Administrator shall disclose to Insurer the charges, fees, and commissions received by Ad- ministrator in connection with the provision of administrative services for Insurer, including fees or com- missions paid by insurers that provide reinsurance. Ind. Code § 27-1-25-10(c). 7. Records. 7.1 Administrator shall maintain at its principal administrative office, in accordance with gen- erally accepted standards of insurance record keeping, books and records of all transactions between Ad- ministrator and Insurer for a minimum of five (5) years after creation of the books and records. Adminis- trator may transfer such books and records to a new administrator that acknowledges in writing that the new administrator is responsible for retaining the books and records of Administrator if: (1) the Agreement between Administrator and Insurer is canceled; and (2) a written agreement for a transfer of the books and records is made between Administrator and Insurer. Ind. Code § 27-1-254(a). 7.2 The Commissioner of the Insurance Department of the State of Indiana shall have access to and is entitled to inspect all books and records of Administrator relevant to the Agreement for the purpose of examination and audits. Trade secrets contained in books and records reviewed by the Commissioner, including the identity and addresses of policyholders and certificate holders, financial information concern- ing Administrator, and Administrator's business plan shall be kept confidential, except that the Commis- sioner may use the information in a proceeding instituted against Administrator or Insurer. Ind. Code § 27- 1-25-4(b). 7.3 Insurer is the owner of records that are generated by Administrator pursuant to the Agree- ment and which pertain to Insurer. However, Administrator retains the right to continuing access to books and records necessary to fulfill its contractual obligations to Eligible Persons, claimants, and Insurer. Ind. Code § 27-1-25-4(c). 111 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 8. Delivery of Written Communications to Eligible Persons. Policies, certificates, booklets, ter- mination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly after receipt of instructions from Insurer to do so. Ind. Code § 27-1-25-9. 9. Notice to Eligible Persons of Written Agreement. Administrator shall provide written notice, in a form approved by Insurer, to Eligible Persons advising them of the relationship among Administrator, Eligible Persons, and Insurer. Ind. Code § 27-1-25-10(a). 10. Effect of Payment. The Parties agree that Administrator will not receive any premiums or charges for coverage paid by or on behalf of Eligible Persons for Insurer. Claims or return premiums paid by Insurer to Administrator, if any, are not considered to have been paid to an Eligible Person or claimant until the payment is received by the Eligible Person or claimant. Nothing in this section limits the rights of Insurer against Administrator resulting from the failure of Administrator to make payments to Insurer, Eligible Persons, or claimants. Ind. Code § 27-1-25-3. 11. Basis of Compensation. The Agreement shall not provide for commissions, fees, or charges to Administrator contingent upon savings obtained in the adjustment, settlement, and payment of losses cov- ered by Insurer's obligations. Administrator may receive performance-based compensation for providing auditing services. Ind. Code § 27-1-25-8. 12. Termination. Administrator or Insurer may, upon written notice, terminate the Agreement for cause as specified in the Agreement. Insurer must fulfill all lawful obligations with respect to coverage under Plans affected by the Agreement, regardless of any dispute between Insurer and Administrator. Ind. Code § 27-1-25-2(f). 112 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 IOWA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Iowa, "Administrator" shall mean RIGHT - WAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the provisions required by Iowa Code § 510.12 to the extent such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Iowa and Insurer is subject to Iowa Code § 510.11 et seq. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Advertising. Administrator may use only such advertising pertaining to the business underwritten by Insurer as has been approved by Insurer in advance of its use. Iowa Code § 510.15. 4. Record Retention. 4.1 The Agreement. Administrator and Insurer agree to retain the Agreement and any addenda or amendments thereto, including this Addendum, as part of their respective official records during the term of the Agreement and for at least five (5) years thereafter. Iowa Code § 510.12. 4.2 Maintenance. During the term of the Agreement and for at least five (5) years thereafter, Administrator shall maintain at its principal administrative office adequate books and records of all trans- actions among Administrator, Insurer, and Eligible Persons. Such books and records shall be maintained in accordance with prudent standards of insurance recordkeeping. Iowa Code § 510.14. 4.3 Iowa Insurance Commissioner Access. Administrator acknowledges that Iowa Code § 510.14 provides that "[t]he commissioner shall have access to such books and records for the purpose of examination, audit, and inspection. Trade secrets contained in a third -party administrator's books and rec- ords, including but not limited to the identity and addresses of policyholders and certificate holders, shall be confidential, except the commissioner may use trade secret information in any proceeding instituted against the third -party administrator." Iowa Code § 510.14. 4.4 Insurer Access. Insurer retains the right to continuing access to Administrator's books and records sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to any restrictions in the Agreement on the proprietary rights of the Parties in Administrator's books and records. Iowa Code § 510.14. 5. Claims Payment. The Parties agree that Administrator will not collect any premiums or charges for coverage paid by or on behalf of Eligible Persons for Insurer. The payment of return premiums or Claims by Insurer to Administrator, if any, shall not be deemed payment to Eligible Person or claimant 113 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 until such payments are received by Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to the Eligible Person or claim- ants. Iowa Code § 510.13. 6. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. Iowa Code § 510.16. 7. Termination. Insurer or Administrator may, with written notice, terminate the Agreement for cause as provided in the Agreement. Iowa Admin. Code r. 191-58.7(2). 8. Insurer Obligations. Insurer shall fulfill any lawful obligations with respect to policies affected by the Agreement, regardless of any dispute between Insurer and Administrator. Iowa Admin. Code r. 191- 58.7(2). 9. Compensation. Administrator and Insurer shall not enter into an agreement or understanding that makes the amount of Administrator's commissions, fees, or charges contingent upon savings effected in the adjustment, settlement and payment of losses covered by Insurer's obligations. Administrator is not prohib- ited from receiving performance-based compensation for providing to Insurer cost control services, includ- ing, for example, auditing services, subrogation services, contractual discounting services, or Claim nego- tiation with providers. Iowa Admin. Code r. 191-58.8. 114 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 KANSAS TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Kansas, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by Kansas Statute Annotated Section 40-3802, to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eli- gible Person(s) reside in the State of Kansas and to the extent Insurer is subject to Kansas Statute Annotated Sections 40-3802. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement. The written Agreement between Administrator and Insurer shall be in place before Administrator may act in the capacity of a third party administrator to Insurer. The functions that Administrator will perform on behalf of Insurer, as well as the lines, classes, and types of coverage that Administrator is authorized to administer on behalf of Insurer, shall be as stated in the written Agree- ment. Administrator and Insurer shall each maintain the Agreement as part of their official records for a minimum of five (5) years after termination of the Agreement. Kan. Stat. Ann. § 40-3802(a), (b). 4. Records. 4.1 Administrator shall maintain and make available to Insurer complete books and records of all transactions performed on behalf of Insurer. Such books and records shall be maintained in accordance with prudent standards of insurance record keeping and shall be maintained for a period of not less than five (5) years from the date of their creation. Kan. Stat. Ann. § 40-3805(a). 4.2 The Kansas Commissioner of Insurance shall have access to such books and records for the purposes of examination, audit and inspection. Any documents, materials or other information in the possession or control of the commissioner that are furnished by a TPA, payor, insurance producer or an employee or agent thereof acting on behalf of the TPA, payor or insurance producer or obtained in an investigation, shall be confidential by law and privileged, shall not be subject to the open records act, shall not be subject to subpoena, and shall not be subject to discovery or admissible in evidence in any private civil action. The commissioner is authorized to use such documents, materials or other information in the furtherance of any regulatory or legal action brought as a part of the commissioner's official duties. The provisions of this paragraph shall expire on July 1, 2022, unless the legislature reviews and reenacts this provision prior to July 1, 2022. Kan. Stat. Ann. § 40-3805(b). 4.3 Neither the commissioner nor any person who receives documents, materials or other in- formation while acting under the authority of the commissioner shall be permitted or required to testify in any private civil action concerning confidential documents, materials or information subject to subsection (b). Kan. Stat. Ann. § 40-3805(c). 115 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 4.4 In order to assist in the performance of the commissioner's duties, the commissioner may: (1) Share documents, materials or other information, including the confidential and privileged documents, materials or other information subject to this section, with other state, federal and international regulatory agencies, the NAIC, its affiliates or subsidiaries and with state, federal and international law enforcement authorities, provided the recipient agrees to maintain the confidentiality and privileged status of the docu- ment, material or other information; and (2) may receive documents, materials or information, including otherwise confidential and privileged documents, materials or information, from the NAIC, its affiliates or subsidiaries and from regulatory and law enforcement officials of other foreign or domestic jurisdictions, and shall maintain as confidential or privileged any document, material or information received with notice or the understanding that it is confidential or privileged under the laws of the jurisdiction that is the source of the document, material or information. Kan. Stat. Ann. § 40-3805(d). 4.5 No waiver of any applicable privilege or claim of confidentiality in the documents, mate- rials or information shall occur as a result of disclosure to the commissioner under this section. Kan. Stat. Ann. § 40-3805(e). 4.6 Nothing in this section shall prohibit the commissioner from releasing final, adjudicated actions, including for cause terminations that are open to public inspection pursuant to the open records act, to a database or other clearinghouse service maintained by the NAIC, its affiliates or subsidiaries. Kan. Stat. Ann. § 40-3805(f). 4.7 Insurer shall own the records generated by the administrator pertaining to the payor, how- ever, the Administrator shall retain the right to continuing access to books and records to permit the Ad- ministrator to fulfill all of its contractual obligations to Eligible Persons, claimants and Insurer, and its obligations to maintain records available to the commissioner. Kan. Stat. Ann. § 40-3805(8). 4.8 In the event Insurer and the Administrator cancel the Agreement, notwithstanding the pro- visions of subsection (a), the Administrator may, by written agreement with Insurer, transfer all records to a new administrator rather than retain them for five (5) years. In such cases, the new administrator shall acknowledge, in writing, that it is responsible for retaining the records of the prior administrator as required in subsection (a). Kan. Stat. Ann. § 40-3805(h). 5. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. Kan. Stat. Ann. § 40-3802. 6. Advertising. Administrator may use only such advertising pertaining to the business underwrit- ten by Insurer as has been approved by Insurer in advance of its use. Administrator shall obtain a client's prior written consent when mentioning any current or former client in its advertising. Kan. Stat. Ann. § 40- 3806. 7. Disposition of Funds Held by Administrator; Records; Withdrawals of Funds. 7.1 All premiums, other insurance charges, collateral and loss reimbursements, if any, col- lected by Administrator on behalf of or for Insurer, and the return of premiums or collateral received from Insurer, if any, shall be held by the Administrator in a fiduciary capacity. Such funds shall be immediately remitted to the person or persons entitled thereto or shall be deposited promptly in a fiduciary account 116 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 established and maintained by Administrator in a federally or state -Eligible Person financial institution. The written agreement between Administrator and Insurer shall provide for the Administrator to periodi- cally render an accounting to the payor detailing all transactions performed by Administrator pertaining to the business of the payor, and the written agreement between Insurer and Administrator shall include spec- ifications of this reporting. Kan. Stat. Ann. § 40-3807(a). 7.2 Administrator shall keep copies of all records of any fiduciary account maintained or con- trolled by Administrator, and, upon request of Insurer, shall furnish Insurer with copies of such records pertaining to deposits and withdrawals on behalf of Insurer. If charges so deposited have been collected on behalf of or for more than one payor, or for the payment of Claims associated with more than one policy, the Administrator shall keep records clearly recording the deposits in and withdrawals from the account on behalf of each payor and relating to each policyholder. Kan. Stat. Ann. § 40-3807(b). 7.3 The Administrator shall not pay any Claim by withdrawals from a fiduciary account in which charges are deposited. Withdrawals from a fiduciary account shall be made as provided in the written Agreement between the Administrator and Insurer, and only for the following purposes: (1) Remittance to an insurer entitled thereto; (2) deposit in an account maintained in the name of Insurer; (3) transfer to and deposit in a Claims paying account, with Claims to be paid as provided in subsection (d); (4) payment to a group policyholder for remittance to Insurer entitled thereto; (5) payment to Administrator of its earned commissions, fees or charges; (6) remittance of return premiums to the person or persons entitled thereto; or (7) payment to other service providers as authorized by Insurer. Kan. Stat. Ann. § 40-3807(c). 7.4 All Claims paid by the Administrator from funds collected on behalf of or for Insurer shall be paid only as authorized by Insurer. Payments from an account maintained or controlled by the Admin- istrator may be made for the following purposes including the payment of Claims: (1) Payment of valid Claims; (2) payment of expenses associated with the handling of Claims to the Administrator or to other service providers approved by Insurer; (3) remittance to Insurer, or transfer to a successor administrator as directed by Insurer, for the purpose of paying Claims and associated expenses; and (4) return of funds held as collateral or prepayment, to the person entitled to those funds, upon a determination by Insurer that those funds are no longer necessary to secure or facilitate the payment of Claims and associated expenses. Kan. Stat. Ann. § 40-3807(d). 8. Compensation. Administrator shall not enter into an agreement or understanding with Insurer in which the effect is to make the amount of Administrator's commissions, fees or charges contingent upon savings effected by the adjustment, settlement and payment of losses covered by Insurer's obligations. This provision shall not prohibit Administrator from receiving performance-based compensation for providing auditing services, from providing managed care or related services, or from being compensated for subro- gation expenses. This section shall not prevent the compensation of Administrator from being based on premiums or charges collected or number of Claims paid or processed. Kan. Stat. Ann. § 40-3808(a), (b). 9. Written Notice. Where the services of an Administrator are utilized, the Administrator shall pro- vide a written notice, approved by Insurer, to covered individuals advising them of the identity of and relationship among the Administrator, the policyholder and Insurer. Kan. Stat. Ann. § 40-3809(a). 10. Disclosures. 117 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 10.1 If Administrator collects funds, the reason for collection of each item shall be identified to the Eligible Person and each item shall be shown separately. Additional charges may not be made for ser- vices to the extent the services have already been paid for by Insurer. Kan. Stat. Ann. § 40-3809(b). 10.2 The Administrator shall disclose to Insurer all charges, fees and commissions that the Ad- ministrator receives arising from services it provides for Insurer, including any fees or commissions paid by payors providing reinsurance or stop -loss insurance. Kan. Stat. Ann. § 40-3809(c). 11. Termination. Insurer or Administrator may, with written notice to the other party and the com- missioner, terminate the written Agreement as provided in the Agreement. Insurer shall fulfill any lawful obligations with respect to policies affected by the written Agreement regardless of any dispute between Insurer and Administrator. Kan. Stat. Ann. § 40-3802(c). 118 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 KENTUCKY TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Kentucky, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by Kentucky Revised Statutes Section 304.9-371, to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Kentucky and Insurer is subject to Kentucky Revised Statutes Chapter 304, Subtitle 9. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Payment. 3.1 The Parties agree that Administrator will not collect any premiums or charges for coverage paid by or on behalf of Eligible Persons for Insurer. Payment of return premiums or Claims by Insurer to Administrator, if any, shall not be deemed payment to the Eligible Person until such payments are received by the Eligible Person. Nothing herein shall limit the right of Insurer against Administrator resulting from Administrator's failure to make payments to Insurer or any Eligible Person. Ky. Rev. Stat. § 304.9-372. 3.2 To the extent Administrator pays a Claim from money collected for or on behalf of Insurer, such Claim shall be paid only on drafts of and as authorized by Insurer. Ky. Rev. Stat. § 304.9-376. 4. Record Retention. 4.1 The Agreement. Administrator and Insurer shall retain a copy of the Agreement for the term of the Agreement and five (5) years thereafter. In the event a contract is issued to a trustee(s), Admin- istrator shall Tarnish a copy of the trust agreement and any amendments thereto to Insurer, and Administra- tor shall retain such documents for the term of the Agreement and five (5) years thereafter. Ky. Rev. Stat. § 304.9-371. 4.2 Maintenance. Administrator shall maintain at its administrative office, for the term of the Agreement and five (5) years thereafter, adequate books and records of all transactions between Adminis- trator, Insurer, and Eligible Persons in accordance with prudent standards of insurance industry recordkeep- ing. Ky. Rev. Stat. § 304.9-373. 4.3 Insurer Access. Insurer retains the right to continuing access to Administrator's books and records sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to any restrictions in the Agreement on the proprietary rights of the Parties in Administrator's books and records. Ky. Rev. Stat. § 304.9-373. 119 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 4.4 Kentucky Insurance Commissioner Access. Administrator acknowledges that Kentucky Revised Statutes § 304.9-373 provides that "[t]he commissioner shall have access to such books and records for the purpose of examination, audit, and inspection. Any trade secrets contained therein, including but not limited to the identity and addresses of Eligible Persons, shall be confidential except the commissioner may use such information in any proceedings instituted against the Administrator. 5. Advertising. Administrator may use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved in writing by Insurer before the advertising is used. Ky. Rev. Stat. § 304.9-374. 6. Notice to Eligible Persons. Administrator shall provide a written notice approved by Insurer to Eligible Persons advising them of the identity of, and relationship among Administrator, Eligible Persons, and Insurer. Where Administrator collects funds, it must identify and state separately in writing to the person paying to Administrator any charge or premium for coverage the amount of any such charge or premium specified by Insurer for such coverage. Ky. Rev. Stat. § 304.9-377. 7. Compensation. Administrator and Insurer agree that compensation to Administrator for any Plans in which Administrator adjusts or settles Claims shall in no way be contingent on Claims experience. Ad- ministrator and Insurer further agree that this provision does not prevent Administrator's compensation from being based on premiums or charges collected or the number of Claims paid or processed. Ky. Rev. Stat. § 304.9-376. 8. Fiduciary Accounts. The Parties agree that Administrator will not collect premiums or charges for insurance coverage on behalf of or for Insurer. Other charges collected by Administrator, if any, and return premiums or charges received from Insurer, if any, shall be held by Administrator in a fiduciary capacity. Such funds shall be immediately remitted to the person or persons entitled thereto, or shall be deposited promptly in a fiduciary bank account established and maintained by Administrator. If charges so deposited have been collected on behalf of or for more than one (1) insurer, Administrator shall cause the bank in which such fiduciary account is maintained to keep records clearly recording the deposits and with- drawals from such account on behalf of or for each insurer. Administrator shall promptly obtain and keep copies of all such records and, upon request of Insurer, shall furnish Insurer with copies of such records pertaining to deposits and withdrawals on behalf of or for Insurer. Administrator shall not pay any Claim by withdrawals from such fiduciary account. Withdrawals from such fiduciary account shall be made, as provided in the Agreement between Administrator and Insurer, for: (1) Remittance to Insurer entitled thereto; (2) Deposit in an account maintained in the name of Insurer; (3) Transfer to and deposit in a Claims paying account with Claims to be paid as provided in KRS 304.9-376; (4) Payment to a group policyholder for remittance to Insurer entitled thereto; (5) Payment to Administrator of its commission, fees, or charges; or (6) Remittance of return premium or charges to any person entitled thereto. Kentucky Rev. Stat. § 304.9- 375. 120 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 LOUISIANA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Louisiana, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Louisiana Revised Statutes § 22:1642(A) to the extent such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agree- ment. This Addendum applies to the extent Eligible Person(s) reside in the State of Louisiana and Insurer is an "insurer" as defined in Louisiana Revised Statutes § 22:1641. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Advertising. Administrator may use only such advertising pertaining to the business underwritten by Insurer that has been approved in writing by Insurer in advance of use. Louisiana Rev. Stat. § 22:1645. 4. Record Retention. 4.1. The Agreement. Administrator and Insurer agree to retain the Agreement and any addenda or amendments thereto, including this Addendum, as part of their respective official records during the term of the Agreement and for at least five (5) years thereafter. Louisiana Rev. Stat. § 22:1642(A). 4.2. Maintenance. For a period of not less than five (5) years from the date of their creation, Administrator shall maintain complete books and records of all transactions performed on behalf of Insurer in accordance with prudent standards of insurance recordkeeping. Louisiana Rev. Stat. § 22:1644(A). In the event the Agreement is cancelled, notwithstanding any other provisions of the Agreement or this Ad- dendum, Administrator, in its sole discretion, may transfer all records to Insurer or a succeeding adminis- trator selected by Insurer and licensed in Louisiana, rather than retain them for five (5) years. In the event of a cancellation under this subsection, the succeeding administrator or Insurer shall acknowledge and agree, in writing, that the administrator or Insurer shall be responsible for retaining the records of Admin- istrator as required herein. Louisiana Rev. Stat. § 22:1644(D). 4.3. Louisiana Insurance Commissioner Access. Administrator acknowledges that Louisiana Revised Statutes § 22:1644(B) provides that "[t]he commissioner shall have access to books and records maintained by an administrator for the purposes of examination, audit, and inspection. Any trade secrets contained in such books and records, including the identity and addresses of policyholders and certificate holders, shall be kept confidential, except that the commissioner may use such information in any proceed- ing instituted against the administrator." 4.4 Administrator Access. To the extent the Agreement provides that Insurer owns any records generated by Administrator pertaining to Insurer, Administrator shall retain the right of continuing access 121 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 to those books and records to permit Administrator to fulfill all of its contractual obligations to Eligible Persons, claimants, and Insurer. Louisiana Rev. Stat. § 22:1644(C). 4.5 Insurer Access. Administrator shall maintain and make available to Insurer complete books and records of all transactions performed on behalf of Insurer. Louisiana Rev. Stat. § 22:1644(A). If Administrator administers Covered Products for more than one hundred certificate holders on behalf of Insurer, Insurer may, at least semiannually, conduct a review of the operations of Administrator. At least one such review may be an on-site audit of the operations of Administrator. Louisiana Rev. Stat. § 22:1646(C). If Administrator holds any funds in a Claims paying account, Administrator shall not use such funds to pay for any business operating expenses of Administrator. As provided in the Agreement, Admin- istrator shall periodically render an accounting to Insurer detailing all transactions performed by Adminis- trator pertaining to the business underwritten by Insurer. Louisiana Rev. Stat. § 22:1647(A). S. Duties of Insurer. Insurer shall be responsible for determining the Covered Products, premium rates, underwriting criteria, and Claims payment procedures applicable to such coverage and for securing reinsurance, if any. The rules pertaining to these matters must be provided, in writing (as applicable), by Insurer to Administrator. The responsibilities of Administrator as to any of these matters shall be set forth in the Agreement. Louisiana Rev. Stat. § 22:1646(A). It shall be the sole responsibility of Insurer to pro- vide for competent administration of its programs. Louisiana Rev. Stat. § 22:1646(B). 6. Payment. 6.1 The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of an Eligible Person for Insurer. The payment of return premiums or payment of Claims by Insurer to Administrator, if any, shall not be deemed payment to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to the Eligible Persons or claimants. Louisiana Rev. Stat. § 22:1643. 6.2 To the extent Administrator pays a Claim from money collected for or on behalf of Insurer, such Claim shall be paid by on drafts or checks of and as authorized by Insurer. Louisiana Rev. Stat. § 22:1647(D). 7. Compensation. 7.1 Administrator's compensation under the Agreement is not contingent upon savings ef- fected in the adjustment, settlement, and payment of losses covered by Insurer's obligations. This provision shall not prohibit Administrator from receiving performance-based compensation for providing auditing services and shall not prevent Administrator's compensation from being based on charges collected or the number of Claims paid or processed. Louisiana Rev. Stat. § 22:1648. 7.2 Administrator shall disclose to Insurer all charges, fees, and commissions received from all services in connection with the provision of administrative services for Insurer, including any fees or commissions, if any, paid by insurers providing reinsurance. Louisiana Rev. Stat. § 22:1649(C). 8. Notice to Eligible Persons. Administrator shall provide a written notice approved by Insurer to Eligible Persons advising them of the identity of, and relationship among, Administrator, Eligible Person, and Insurer. Louisiana Rev. Stat. § 22:1649(A). Any policies, certificates, booklets, termination notices, 122 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly, after receipt of instructions from Insurer to deliver them. Louisi- ana Rev. Stat. § 22:1650. 9. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the plan are solely the responsibility of Insurer. Louisiana Rev. Stat. § 22:1642(8). 10. Insurer Obligations. Insurer shall fulfill any lawful obligations with respect to policies affected by the Agreement, regardless of any dispute between Insurer and Administrator. Louisiana Rev. Stat. § 22:1642(C). 11. Premium Collection and Payment of Claims. 11.1 The Parties agree that Administrator will not collect insurance charges or premiums or plan contributions on behalf of or for Insurer, and the return of premiums received from Insurer, if any, shall be held by Administrator in a fiduciary capacity. Such funds shall be immediately remitted to the person or persons entitled to them or shall be deposited promptly in a fiduciary account established and maintained by Administrator in a federally or state Eligible Person financial institution. Funds held in a fiduciary ac- count or a Claims paying account shall not be used for payment of any business operating expenses of Administrator. Administrator shall periodically render an accounting to Insurer detailing all transactions performed by Administrator pertaining to the business underwritten by Insurer. Louisiana Rev. Stat. § 22:1647(A). 11.2 If charges deposited in a fiduciary account have been collected on behalf of or for one or more insurers, Administrator shall keep records clearly recording the deposits in and withdrawals from the account on behalf of each insurer. Administrator shall keep copies of all the records and, upon request of Insurer, shall furnish Insurer with copies of the records pertaining to such deposits and withdrawals. Lou- isiana Rev. Stat. § 22:1647(B). 11.3 Administrator shall not pay any Claim by withdrawals from a fiduciary account in which charges are deposited. Any withdrawal from such account shall be made as provided in the Agreement. The Agreement shall address but not be limited to the following: (1) Remittance to Insurer entitled to remittance. (2) Deposit in an account maintained in the name of Insurer. (3) Transfer to and deposit in a Claims -paying account, with Claims to be paid in full compliance with this section. (4) Payment to a group policyholder for remittance to Insurer entitled to such remittance. (5) Payment to Administrator of its commissions, fees, or charges. (6) Remittance of return premium to the person or persons entitled to such return premium. Lou- isiana Rev. Stat. § 22:1647(C). 123 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 MAINE TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Maine, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Maine Re- vised Statutes, Title 24-A, Chapter 18 to the extent such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agree- ment. This Addendum applies to the extent Eligible Person(s) reside in the State of Maine, and to the extent that Insurer is a "plan sponsor," "healthcare service plan," "health maintenance organization" or "Insurer" as defined in Title 24-a of the Maine Insurance Code. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Advertising. Administrator may use advertising pertaining to the Plan only if that advertising has been approved in advance by Insurer. 24-A Maine Rev. Stat. § 1906(5). 4. Communications with Eligible Persons. Any policies, certificates, booklets, termination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly, after receipt of instructions from Insurer to deliver them. 24-A Maine Rev. Stat. § 1906(6). 5. Actions of Insurer. When acting as an administrator, the acts of Administrator are deemed to be the acts of Insurer. In addition to any other applicable provisions of law, Insurer is accountable and may be penalized by the superintendent of the Maine Bureau of Insurance, as provided for in Title 24-A of Maine Revised Statutes, for the actions of its administrators. 24-A Maine Rev. Stat. § 1906(10)-(11). 6. Record Retention. 6.1 The Agreement. Administrator and Insurer agree to retain the Agreement and any addenda or amendments thereto, including this Addendum, as part of their respective official records during the term of the Agreement and for at least seven (7) years thereafter. 24-A Maine Rev. Stat. § 1906(2). 6.2 Maintenance. During the term of the Agreement and for at least seven (7) years thereafter, Administrator shall maintain adequate books and records of all transactions involving Insurer and Eligible Persons. Such books and records shall be maintained in accordance with generally accepted standards of business recordkeeping. Administrator shall not be required to maintain copies of books and records if the originals are returned to Insurer before the end of the 7 -year period. Administrator shall maintain evidence of the return of the originals for the balance of the 7 -year period. 24-A Maine Rev. Stat. § 1906(3). 6.3 Maine Insurance Commissioner Access. Administrator acknowledges that 24-A Maine Revised Statutes § 1906(9) provides that "Upon request of the superintendent, an administrator shall make 124 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 available for examination, either at the Bureau of Insurance or at the licensee's principal place of business, all basic organizational documents, including, but not limited to, articles of incorporation, articles of asso- ciation, partnership agreements, trade name certificates, trust agreements, shareholder agreements and other applicable documents and all amendments to those documents, bylaws, rules and regulations or similar documents regulating the conduct of the administrator's internal affairs." Additionally, Administrator acknowledges that 24-A Maine Revised Statutes § 1911 provides that "The superintendent may designate examiners or consultants, as appropriate, to perform an audit of an administrator when the superintendent considers an audit necessary. Administrators shall make all records and books of account available to the examiners or consultants, and shall otherwise facilitate the performance of the audit. All Claims infor- mation respecting individual claimants must be kept confidential." 7. Claim Forms. Administrator accepts the current standardized Claim form for professional services approved by the federal government and accepts Claims electronically. 24-A Maine Rev. Stat. § 1912. 8. Compensation. 8.1 The compensation paid to Administrator for its services may not be contingent upon the loss ratio of the Plan. However, Administrator may engage in cost-containment activities with Insurer. 24- A Maine Rev. Stat. § 1906(7). 8.2 Administrator does not receive from Insurer or any Eligible Person any compensation or other payments except as expressly set forth in the Agreement. 24-A Maine Rev. Stat. § 1906(8). 125 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 RIGHTW AY Healthcare, Inc. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 MARYLAND TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Maryland, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Md. Insur- ance Code Ann. § 8-301, 311.This Addendum applies to the extent Eligible Person(s) reside in the State of Maryland, to the extent Insurer is a "plan sponsor" or "insurer" as defined in the Md. Insurance Code Ann., and to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement Necessary. The written agreement must be retained as part of the official record of Administrator for the duration of the Agreement and for three (3) years after the termination of the Agreement. Md. Insurance Code § 8-311(b). 126 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 MICHIGAN TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Michigan, "Administrator" shall mean RIGHTWAY, and "Plan Sponsor" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Plan Sponsor agree as fol- lows: 1. Applicability. This Addendum is required in order to include the terms mandated by Michigan Compiled Laws § 550.932 to the extent such requirements are applicable to the services provided by Ad- ministrator under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Michigan, and to the extent that Plan Sponsor is a "plan" or a "benefit plan" as defined in Chapter 550 of the Michigan Compiled Laws. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Notice to Eligible Persons. Plan Sponsor shall provide written notice to each Eligible Person containing the following information: 3.1 What Covered Products are being provided. 3.2 Changes in Covered Products. 3.3 The fact that Eligible Persons are not Eligible Persons or are only partially Eligible Persons, as the case may be. 3.4 If the Plan is not insured, the fact that in the event the Plan or the Plan Sponsor does not ultimately pay medical expenses that are eligible for payment under the Plan for any reason, Eligible Per- sons may be liable for those expenses. 3.5 The fact that Administrator merely processes prescription Claims and does not insure that any medical or prescription expenses of Eligible Persons will be paid. 3.6 The fact that complete and proper Claims made by Eligible Persons will be promptly pro- cessed but that in the event there are delays in processing Claims, the Eligible Persons shall have no greater rights to interest or other remedies against Administrator than as otherwise afforded them by law. Michigan Compiled Laws § 550.932(a) - (f). 127 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 MISSISSIPPI TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Mississippi, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Miss. Code Ann. § 83-18-5(1) to the extent such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Mississippi and Insurer is an "insurer" as defined by Miss. Code Ann. § 83-18-1(e). 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Advertising. Administrator may only use such advertising pertaining to the business underwritten by Insurer as has been approved in writing by Insurer in advance of its use. Miss. Code Ann. § 83-18-11. 4. Record Retention. 4.1 The Agreement. Administrator and Insurer agree to retain the Agreement and any addenda or amendments thereto, including this Addendum, as part of their respective official records during the term of the Agreement and for at least five (5) years thereafter. Miss. Code Ann. § 83-18-5(1). 4.2 Maintenance. For a period of not less than five (5) years from the date of their creation, Administrator shall maintain and make available to Insurer complete books and records of all transactions performed on behalf of Insurer. The books and records shall be maintained in accordance with prudent standards of insurance record keeping. Miss. Code Ann. § 83-18-9(1). 4.3 Mississippi Insurance Commissioner Access. Administrator acknowledges that Miss. Code Ann. § 83-18-9(2) provides that "[t]he commissioner shall have access to books and records main- tained by an administrator for the purposes of examination, audit and inspection. Any trade secrets con- tained in such books and records, including the identity and addresses of policyholders and certificate hold- ers, shall be kept confidential, except that the commissioner may use such information in any proceeding instituted against the administrator." 4.4 Administrator Access. Administrator shall retain the right to continuing access to any books and records owned by Insurer that were generated by Administrator and pertain to Insurer to permit Administrator to fulfill all of its contractual obligations to Eligible Persons and Insurer. Miss. Code Ann. § 83-18-9(3). 128 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 4.5 Insurer Access. If Administrator administers Covered Products for more than one hundred certificate holders on behalf of Insurer, Insurer shall, at least semiannually, conduct a review of the opera- tions of Administrator. At least one such review shall be an on-site audit of the operations of Administra- tor. Miss. Code Ann. § 83-18-13(3). 4.6 In the event Insurer and Administrator cancel the Agreement, notwithstanding the provi- sions of the Agreement and this Addendum, Administrator, in its sole discretion, may, by written agreement with Insurer, transfer all records to a new administrator rather than retain them for five (5) years. In such cases, the new administrator shall acknowledge, in writing, that it is responsible for retaining the records of Administrator as required by Miss. Code Ann. § 83-18-9(1). Miss. Code Ann. § 83-18-9(4). 5. Duties of Insurer. Insurer shall be responsible for determining the Covered Products, premium rates, underwriting criteria, and Claims payment procedures applicable to such coverage and for securing reinsurance, if any. The rules pertaining to these matters, as applicable, must be provided in writing by Insurer to Administrator. The responsibilities of Administrator as to any of these matters shall be set forth in the Agreement. It shall be the sole responsibility of Insurer to provide for competent administration of its programs. Miss. Code Ann. § 83-18-13(1), (2). 6. Payment. 6.1 The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of any Eligible Person for Insurer. The payment of return premiums or Claims by Insurer to Administrator, if any, shall not be deemed payment to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to the Eligible Persons or claim- ants. Miss. Code Ann. § 83-18-7. 6.2 To the extent Administrator pays a Claim from money collected for or on behalf of Insurer, such Claim shall be paid by on drafts or checks of and as authorized by Insurer. Miss. Code Ann. § 83- 18-15(4). 7. Compensation. 7.1 Administrator's compensation under the Agreement is not contingent upon savings ef- fected in the adjustment, settlement, and payment of losses covered by Insurer's obligations. This provision shall not prohibit Administrator from receiving performance-based compensation for providing auditing services and shall not prevent Administrator's compensation from being based on charges collected or the number of Claims paid or processed. Miss. Code Ann. § 83-18-17(1). 7.2 Administrator shall disclose to Insurer all charges, fees, and commissions received from all services in connection with the provision of administrative services for Insurer, including any fees or commissions, if any, paid by insurers providing reinsurance. Miss. Code Ann. § 83-18-19(3). 8. Notice to Eligible Persons. Administrator shall provide a written notice approved by Insurer to Eligible Persons advising them of the identity of, and relationship among, Administrator, Eligible Person, and Insurer. Miss. Code Ann. § 83-18-19(1). Any policies, certificates, booklets, termination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall 129 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 be delivered by Administrator promptly, after receipt of instructions from Insurer to deliver them. Miss. Code Ann. § 83-18-21. 9. Underwriting. The Agreement provides for the underwriting or other standards pertaining to the business underwritten by Insurer. Miss. Code Ann. § 83-18-5(2). 10. Termination. Insurer, employer or Administrator may, with written notice, terminate the Agree- ment for cause as provided in the Agreement. Insurer may suspend the underwriting authority of Adminis- trator during the pendency of any dispute regarding the cause for termination of the Agreement. Insurer must fulfill any lawful obligations with respect to policies affected by the Agreement, regardless of any dispute between Insurer and Administrator. Miss. Code Ann. § 83-18-5(3). 11. Administrator's Duties as Fiduciary for Insurer. 11.1 The Parties agree that Administrator will not collect insurance charges or premiums on behalf of or for Insurer. Any return of premiums received from Insurer, shall be held by Administrator in a fiduciary capacity. Such funds shall be immediately remitted to the person or persons entitled to them or shall be deposited promptly in a fiduciary account established and maintained by Administrator in a feder- ally Eligible Person financial institution. The Agreement shall provide for Administrator to periodically render an accounting to Insurer detailing all transactions performed by Administrator pertaining to the busi- ness underwritten by Insurer. Miss. Code. Ann. § 83-18-15(1). 11.2. If charges deposited in a fiduciary account have been collected on behalf of or for one or more insurers, Administrator shall keep records clearly recording the deposits in and withdrawals from the account on behalf of each insurer. Administrator shall keep copies of all the records, and upon request of Insurer, shall furnish Insurer with copies of the records pertaining to such deposits and withdrawals. Miss. Code. Ann. § 83-18-15(2). 11.3 Administrator shall not pay any Claim by withdrawals from a fiduciary account in which charges are deposited. Withdrawals from such account shall be made as provided in the Agreement. The Agreement shall address, but not be limited to, the following: (a) Remittance to Insurer entitled to remit- tance; (b) Deposit in an account maintained in the name of Insurer; (c) Transfer to and deposit in a Claims - paying account, with Claims to be paid as provided in this section; (d) Payment to a group policyholder for remittance to the insurer entitled to such remittance; (e) Payment to Administrator of its commissions, fees or charges; and (f) Remittance of return premium to the person or persons entitled to such return pre- mium. Miss. Code. Ann. § 83-18-15(2). 11.4 All Claims paid by Administrator from funds collected on behalf of or for Insurer shall be paid only on drafts or checks of and as authorized by Insurer. Miss. Code Ann. § 83-18-15(4). 130 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 MISSOURI TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Missouri, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Missouri Statutes §§ 376.1077, et seq. to the extent such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Missouri and Insurer is an "insurer" as defined in Mo. Rev. Stat. § 376.1075(6). 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applicable provisions of this Addendum shall control if required. Absent such direct conflict, the terms and conditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Addendum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Advertising. Administrator may only use such advertising pertaining to the business underwritten by Insurer as has been approved in writing by Insurer in advance of its use. Mo. Rev. Stat. § 376.1083. 4. Record Retention. 4.1 The Agreement. Administrator and Insurer agree to retain the Agreement and any addenda or amendments thereto, including this Addendum, as part of their respective official records during the term of the Agreement and for at least five (5) years thereafter. Mo. Rev. Stat. § 376.1077(1). 4.2 Maintenance. For a period of not less than five (5) years from the date of their creation, Administrator shall maintain and make available to Insurer complete books and records of all transactions performed on behalf of Insurer. The books and records shall be maintained in accordance with prudent standards of insurance record keeping. Mo. Rev. Stat. § 376.1082(l). 4.3 Missouri Insurance Director Access. Administrator acknowledges that Missouri Statutes § 376.1082(2) provides that "[t]he director shall have access to books and records maintained by an Ad- ministrator for the purposes of examination, audit and inspection. Any trade secrets contained in such books and records, including the identity and addresses of policyholders and certificate holders, shall be kept confidential, except that the commissioner may use such information in any proceeding instituted against the administrator. Examinations shall be conducted pursuant to applicable sections of 374.160, 374.162, 374.190, 374.202 to 374.207 and 374.220." 4.4 Administrator Access. Administrator shall retain the right to continuing access to any books and records owned by Insurer that were generated by Administrator and pertain to Insurer to permit Administrator to fulfill all of its contractual obligations to Eligible Persons and Insurer. Mo. Rev. Stat. § 376.1082(3). 131 This document is CONFIDENTIAL AND PROPRIETARY to RIGHWAY Healthcare, Inc. and may not be reproduced, transmitted, published, or disclosed to others without the prior written authorization of RIGHTWAY Healthcare, Inc. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 4.5 Insurer Access. If Administrator administers Covered Products for more than one hundred certificate holders on behalf of Insurer, Insurer shall, at least semiannually, conduct a review of the opera- tions of Administrator. At least one such review shall be an on-site audit of the operations of Administra- tor. Mo. Rev. Stat. § 376.1084(3). 4.6 In the event Insurer and Administrator cancel the Agreement, notwithstanding the provi- sions of the Agreement and this Addendum, Administrator, in its sole discretion, may, by written agreement with Insurer, transfer all records to a new administrator rather than retain them for five (5) years. In such a case, the new administrator shall acknowledge, in writing, that it is responsible for retaining the records of Administrator as required by Missouri Statutes § 376.1082(1). Mo. Rev. Stat. § 376.1082(4). 5. Duties of Insurer. Insurer shall be responsible for determining the Covered Products, premium rates, underwriting criteria, and Claims payment procedures applicable to such coverage and for securing reinsurance, if any. The rules pertaining to these matters must be provided, in writing (as applicable), by Insurer to Administrator. The responsibilities of Administrator as to any of these matters shall be set forth in the Agreement. Missouri Statutes § 376.1084(1). It shall be the sole responsibility of Insurer to provide for competent administration of its programs. Missouri Statutes § 376.1084(2). In cases where Adminis- trator administers Covered Products for more than one hundred certificate holders on behalf of Insurer, Insurer shall, at least semiannually, conduct a review of the operations of Administrator. At least one such review shall be an on-site audit of the operations of Administrator. Mo. Rev. Stat. § 376.1084(3). 6. Payment. 6.1 The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of any Eligible Person for Insurer. The payment of return premiums or Claims by Insurer to Administrator, if any, shall not be deemed payment to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to Insurer, Eligible Persons or claim- ants. Mo. Rev. Stat. § 376.1080. 6.2 To the extent Administrator pays a Claim from funds collected for or on behalf of Insurer, such Claim shall be paid only on drafts or checks of, and as authorized by, Insurer, Mo. Rev. Stat. § 376.1085(4). 7. Compensation. 7.1 Administrator's compensation under the Agreement is not contingent upon savings ef- fected in the adjustment, settlement, and payment of losses covered by Insurer's obligations. This provision shall not prohibit Administrator from receiving performance-based compensation for providing auditing services and shall not prevent Administrator's compensation from being based on charges collected or the number of Claims paid or processed. Mo. Rev. Stat. § 376.1087. 7.2 Administrator shall disclose to Insurer all charges, fees, and commissions received from all services in connection with the provision of administrative services for Insurer, including any fees or commissions paid by insurers providing reinsurance. Mo. Rev. Stat. § 376.1088(3). 8. Notice to Eligible Persons. Administrator shall provide a written notice approved by Insurer to Eligible Persons advising them of the identity of, and relationship among, Administrator, Eligible Person, 132 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 and Insurer. Mo. Rev. Stat. § 376.1088(1). When Administrator collects funds, the reason for collection of each item shall be identified to the Eligible Person and each item shall be shown separately from any premium. Additional charges may not be made for services to the extent the services have been paid for by Insurer, Mo. Rev. Stat. § 376.1088(2). Any policies, certificates, booklets, termination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly, after receipt of instructions from Insurer to deliver them. Mo. Rev. Stat. § 376.1090. 9. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. Mo. Rev. Stat. § 376.1077(2). 10. Insurer Obligations. Insurer shall fulfill any lawful obligations with respect to policies affected by the Agreement, regardless of any dispute between Insurer and Administrator. Mo. Rev. Stat. § 376.1077(3). 11. Termination. Insurer or Administrator may, with written notice, terminate the Agreement for cause as provided in the Agreement. Mo. Rev. Stat. § 376.1077(3). 12. Fiduciary Accounts, Duties—Financial Records, Duties—Withdrawals From Fiduciary Ac- count By Agreement Only, Contents. 12.1 The Parties agree that Administrator will not collect any insurance charges or premiums on behalf of or for Insurer. Any return of premiums received from Insurer shall be held by Administrator in a fiduciary capacity. Such funds shall be immediately remitted to the person or persons entitled to them or shall be deposited promptly in a fiduciary account established and maintained by Administrator in a federally or state Eligible Person financial institution. The Agreement between Administrator and Insurer shall provide for Administrator to render periodically an accounting to Insurer detailing all transactions performed by Administrator pertaining to the business underwritten by Insurer. Mo. Rev. Stat. § 376.1085(1). 12.2 If charges or premiums deposited in a fiduciary account have been collected on behalf of or for one or more insurers, Administrator shall keep records clearly recording the deposits in and with- drawals from the account on behalf of each insurer. Administrator shall keep copies of all the records and, upon request of Insurer, shall furnish Insurer with copies of the records pertaining to such deposits and withdrawals. Mo. Rev. Stat. § 376.1085(2). 12.3 Administrator shall not pay any Claim by withdrawals from a fiduciary account in which premiums or charges are deposited. Withdrawals from such account shall be made as provided in the Agree- ment. The Agreement shall address, but not be limited to, the following: (1) Remittance to Insurer entitled to remittance; (2) Deposit in an account maintained in the name of Insurer, (3) Transfer to and deposit in a Claims -paying account, with Claims to be paid as provided for in this section; (4) Payment to a group policyholder for remittance to Insurer entitled to such remittance; (5) Payment to Administrator of its com- missions, fees or charges; or (6) Remittance of return premium to the person or persons entitled to such return premium. Mo. Rev. Stat. § 376.1085(3). 133 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 NEVADA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Nevada, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Nevada Re- vised Statutes § 683A.086 to the extent such requirements are applicable to the services provided by Ad- ministrator under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Nevada, and to the extent Insurer is an "insurer" as defined in Nevada Revised Statutes § 683A.083. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Advertising. Administrator may advertise the insurance which it administers only after Adminis- trator receives approval of Insurer who underwrites the business involved. Nevada Rev. Stat. § 683A.087. 4. Record Retention. 4.1 The Agreement. Administrator and Insurer agree to retain the Agreement and any addenda or amendments thereto, including this Addendum, as part of their respective official records during the term of the Agreement and for at least five (5) years thereafter. Nevada Rev. Stat. § 683A.086(4). 4.2 Maintenance. During the term of the Agreement and for at least five (5) years thereafter, Administrator shall maintain adequate books and records of all transactions among Administrator, Insurer, and Eligible Persons. Such books and records shall be maintained in accordance with prudent standards of insurance recordkeeping and with regulations of the Nevada Insurance Commissioner. After the five (5) year period, Administrator may store the contents of the books and records on microfilm or other technology or return them to the appropriate Insurer. Nevada Rev. Stat. § 683A.0873(1). 4.3 Nevada Insurance Commissioner Access. Administrator acknowledges that Nevada Re- vised Statutes § 683A.0873(2) provides that "[t]he Commissioner may examine, audit, and inspect books and records maintained by an administrator under the provisions of this section to carry out the provisions of NRS 679B.230 to 679B.300, inclusive." 4.4 Confidentiality of Eligible Persons' Information. The names and addresses of Eligible Per- sons and any other material identifying Eligible Persons which is in the books and records of Administrator are confidential except as otherwise provided in Nevada Revised Statutes § 239.0115 and except when used in proceedings against Administrator. Nevada Rev. Stat. § 683A.0873(3). 4.5 Insurer Access. Insurer may inspect and examine all books and records to the extent nec- essary to fulfill all contractual obligations to Eligible Persons, subject to restrictions in the Agreement. Ne- vada Rev. Stat. § 683A.0873(4). 134 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. Docusign Envelope ID: 92lF7A24-D5CE-4BCC-9F3C-5E7844661266 5. Claim Coverage. 5.1 Except as otherwise provided in subsection 5.2 of this Addendum and NRS 43913.754, Administrator shall approve or deny a Claim relating to health insurance coverage within thirty (30) days after Administrator receives the Claim. If the Claim is approved, Administrator shall pay the Claim within thirty (30) days after it is approved. Except as otherwise provided in this section, if the approved Claim is not paid within that period, Administrator, in accordance with the terms and conditions of the Agreement, shall pay interest on the Claim at the rate of interest equal to the prime rate at the largest bank in Nevada, as ascertained by the Commissioner of Financial Institutions, on January 1 or July 1, as the case may be, immediately preceding the date on which the payment was due, plus six (6) percent. The interest must be calculated from thirty (30) days after the date on which the Claim is approved until the date on which the Claim is paid. Nevada Rev. Stat. § 683A.0879(1). 5.2 If Administrator requires additional information to determine whether to approve or deny the Claim, Administrator shall notify the claimant of Administrator's request for the additional information within twenty (20) days after receiving the Claim. Administrator shall notify the provider of health care of all the specific reasons for the delay in approving or denying the Claim. Administrator shall approve or deny the Claim within thirty (30) days after receiving the additional information. If the Claim is approved, Administrator shall pay the Claim within thirty (30) days after receiving the additional information. If the approved Claim in not paid within that period, Administrator shall pay interest on the Claim in the manner prescribed in subsection V(A) of this Addendum and in accordance with the terms and conditions of the Agreement. Nevada Rev. Stat. § 683A.0879(2). 5.3 Administrator shall not request a claimant to resubmit information that the claimant has already provided to Administrator, unless Administrator provides a legitimate reason for the request and the purpose of the request is not to delay the payment of the Claim, harass the claimant or discourage the filing of Claims. Nevada Rev. Stat. § 683A.0879(3). 5.4 Administrator shall not pay only part of a Claim that has been approved and is fully paya- ble. Nevada Rev. Stat. § 683A.0879(4). 5.5 A court shall award costs and reasonable attorney's fees to the prevailing party in an action brought pursuant to Nevada Revised Statutes § 683A.0879. Nevada Rev. Stat. § 683A.0879(5). 6. Claims Payment. To the extent Administrator pays a Claim from money collected for or on behalf of Insurer, such Claim shall be paid by a check or draft upon and as authorized by Insurer. Nevada Rev. Stat. § 683A.088. 7. Compensation. The compensation paid to Administrator for its services may be based upon charges collected, on number of Claims paid or processed or on any other basis agreed upon by Adminis- trator and Insurer, but may not be based upon or contingent upon: (i) the Claim experience of the policies that Administrator handles; or (ii) the savings realized by Administrator by adjusting, settling or paying the losses covered by Insurer. Nevada Rev. Stat. § 683A.0883. 8. Fiduciary Accounts: Deposits; Records; Withdrawals. The Parties agree that Administrator will not collect insurance charges or premiums on behalf of Insurer. Return premiums received from In- surer, if any, are held by Administrator in a fiduciary capacity. Money must be remitted within 15 days to 135 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 the person or persons entitled to it, or be deposited within 15 days in one or more fiduciary accounts estab- lished and maintained by Administrator in a bank, credit union or other financial institution in this state. The fiduciary accounts must be separate from the personal or business accounts of Administrator. If charges or premiums deposited in an account have been collected for or on behalf of more than one insurer, Administrator shall cause the bank, credit union or other financial institution where the fiduciary account is maintained to record clearly the deposits and withdrawals from the account on behalf of each insurer. Ad- ministrator shall promptly obtain and keep copies of the records of each fiduciary account and shall furnish Insurer with copies of the records which pertain to him or her upon demand of Insurer. Administrator shall not pay any Claim by withdrawing money from his or her fiduciary account in which premiums or charges are deposited. Withdrawals must be made as provided in the Agreement for. (a) Remittance to Insurer. (b) Deposit in an account maintained in the name of Insurer. (c) Transfer to and deposit in an account for the payment of Claims. (d) Payment to a group policyholder for remittance to Insurer entitled to the money. (e) Payment to Administrator of the commission, fees or charges of Administrator. (f) Remittance of return premiums to persons entitled to them. Administrator shall maintain copies of all records relating to deposits or withdrawals and, upon the request of Insurer, provide Insurer with copies of those records. Nev. Rev. Stat. Ann. § 683A.0877(1)47). 9. Notice to Covered Individuals. Administrator shall deliver or cause to be delivered to Eligible Persons any written communications of Insurer which are given to Administrator for delivery. Nevada Rev. Stat. § 683A.089. 10. Termination. Insurer or Administrator may, upon written notice to the other party to the Agree- ment and to the Insurance Commissioner of the State of Nevada, terminate the Agreement for any cause specified in the agreement. Insurer may suspend the authority of the Administrator while any dispute re- garding the cause for termination is pending. Insurer shall perform any obligations with respect to the pol- icies affected by the agreement regardless of any dispute with Administrator. Nevada Rev. Stat. § 683A.086(6). 136 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 NEW HAMPSHIRE TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of New Hampshire, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by New Hampshire Revised Statute § 402-H:2, to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eli- gible Person(s) reside in the State of New Hampshire and Insurer is an "insurer" as defined in the New Hampshire Revised Statutes § 402-H:6(VII). 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Duties of Insurer. Unless Insurer provides self-funded benefits, Insurer shall be responsible for determining the Covered Products, premium rates, underwriting criteria, and Claims payment procedures, and for securing reinsurance, if any. The rules pertaining to these matters must be provided, in writing (as applicable), by Insurer to Administrator. The responsibilities of Administrator as to these matters shall be set forth in the Agreement. It shall be the sole responsibility of Insurer to provide for competent admin- istration of its programs. NH Rev. Stat. § 402-H:6(I)-(II). 4. Payment. 4.1 The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of any Eligible Person for Insurer. Payment of return premiums or Claims, if any, by Insurer to Administrator shall not be deemed payment to the Eligible Person or claimant until such pay- ments are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to the Eligible Persons or claimants. NH Rev. Stat. § 402-11:3. 4.2 To the extent Administrator pays a Claim from money collected for or on behalf of Insurer, such Claim shall be paid by on drafts or checks of and as authorized by Insurer. NH Rev. Stat. § 402- H:7(IV). 5. Record Retention. 5.1 The AVreement. Administrator and Insurer shall retain, as part of their official records, a copy of the Agreement for the term of the Agreement and five (5) years thereafter. NH Rev. Stat.§ 402- H:2(I). 5.2 Maintenance. For a period of not less than five (5) years from the date of creation, Admin- istrator shall maintain complete books and records of all transactions performed on behalf of Insurer in accordance with prudent standards of insurance recordkeeping. NH Rev. Stat. § 402-HA(1). 137 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 5.3 Insurer Access. Insurer retains the right to access Administrator's records of all transac- tions performed on behalf of Insurer, subject to any restrictions in the Agreement on the proprietary rights of the Parties in Administrator's records. The records shall be maintained in accordance with prudent standards of insurance recordkeeping and shall be maintained for a period of not less than five (5) years from the date of their creation. NH Rev. Stat. § 402-H:4(1). If Administrator administers Covered Products for more than one hundred certificate holders on behalf of Insurer, and Insurer is not self-funded, Insurer may, at least semi-annually, conduct a review of the operations of Administrator. At least one such review shall be an onsite audit of the operations of Administrator. NH. Rev. Stat. § 402-11:6M. 5.4 New Hampshire Insurance Commissioner Access. Administrator acknowledges that New Hampshire Revised Statutes § 402-H:4(II) provides that "[t]he commissioner shall have access to books and records maintained by an administrator for the purposes of examination, audit and inspection. Any documents, materials, or other information in the possession or control of the commissioner that are fur- nished by an administrator, insurer, insurance producer or an employee or agent thereof acting on behalf of the administrator, insurer or insurance producer, or obtained by the commissioner in an investigation shall be confidential by law and privileged, shall not be subject to RSA 91-A, shall not be subject to subpoena and shall not be subject to discovery or admission in evidence in any private civil action. However, the commissioner may use such documents, materials, or other information in furtherance of any regulatory or legal action brought as part of the commissioner's official duties." 5.5 Administrator Access. To the extent the Agreement provides that Insurer owns any records generated by Administrator pertaining to Insurer, Administrator shall retain the right to continuing access to those books and records to permit Administrator to fulfill all of its contractual obligations to Eligible Persons, claimants, and Insurer. NH Rev. Stat. § 402-H:4(VII). 5.6 In the event Insurer and Administrator cancel the Agreement, notwithstanding the provi- sions of the Agreement and this Addendum, Administrator may, by written agreement with Insurer, transfer all records to a new administrator rather than retain them for five (5) years. In such cases, the new admin- istrator shall acknowledge, in writing, that it is responsible for retaining the records of Administrator as required by New Hampshire Revised Statute Section 402-HA(I). NH Rev. Stat. § 402-HA(VIII). 6. Advertising. Administrator may use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved in writing by Insurer before the advertising is used. NH Rev. Stat. § 402-H:5. 7. Compensation. 7.1 Administrator's compensation under the Agreement is not contingent upon savings ef- fected in the adjustment, settlement, and payment of losses covered by Insurer's obligations. This provision shall not prohibit Administrator from receiving performance-based compensation for providing auditing services and shall not prevent Administrator's compensation from being based on charges collected or the number of Claims paid or processed. NH Rev. Stat. § 402-H:8. 7.2 Administrator shall disclose to Insurer all charges, fees, and commissions received from all services in connection with the provision of administrative services for Insurer, including any fees or commissions paid by insurers providing reinsurance. NH Rev. Stat. § 402-H:9(III). 138 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 8. Notice to Eligible Persons. Administrator shall provide a written notice approved by Insurer to Eligible Persons advising them of the identity of, and relationship among, Administrator, Eligible Person, and Insurer. NH Rev. Stat. § 402-H:9(I). When Administrator collects funds, the reason for collection of each item shall be identified to the Eligible Person and each item shall be shown separately from any pre- mium. Additional charges may not be made for services to the extent the services have been paid for by Insurer. NH Rev. Stat. § 402-H:9(H). Any policies, certificates, booklets, termination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly after receipt of instructions from Insurer to deliver them. NH Rev. Stat. § 402-H:10. 9. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the plan are solely the responsibility of Insurer. NH Rev. Stat. § 402-H:2(H). 10. Termination. Administrator or Insurer may, with written notice, terminate the Agreement for cause as provided for in the Agreement. NH Rev. Stat. § 402-H:2(III). 11. Insurer Obligations. Insurer shall fulfill any lawful obligations with respect to policies affected by the Agreement, regardless of any dispute between Insurer and Administrator. NH Rev. Stat. § 402- H:2(III). 12. Fiduciary Account and Payment of Claims. 12.1 The Parties agree that Administrator will not collect insurance charges or premiums on behalf of or for Insurer. Any return of premiums received from Insurer, shall be held by Administrator in a fiduciary capacity. The funds shall be immediately remitted to the person entitled to them or shall be deposited promptly in a fiduciary account established and maintained by Administrator in a federally or state Eligible Person financial institution. The Agreement shall provide for Administrator to periodically render an accounting to Insurer detailing all transactions performed by Administrator pertaining to the busi- ness underwritten by Insurer. N.H. Rev. Stat. § 402-H:7(I). 12.2 If charges deposited in a fiduciary account have been collected on behalf of or for one or more insurers, Administrator shall keep records clearly recording the deposits in and withdrawals from the account on behalf of each insurer. Administrator shall keep copies of all the records and, upon request of Insurer, shall furnish Insurer with copies of the records pertaining to such deposits and withdrawals. N.H. Rev. Stat. § 402-H:7(H). 12.3 Administrator shall not pay any Claim by withdrawals from a fiduciary account in which charges are deposited. Withdrawals from the account shall be made as provided in the Agreement. The Agreement shall address, but not be limited to, the following: (a) Remittance to Insurer entitled to remit- tance. (b) Deposit in an account maintained in the name of Insurer. (c) Transfer to and deposit in a Claims - paying account, with Claims to be paid as provided for in RSA 402-H:7, IV. (d) Payment to a group poli- cyholder for remittance to Insurer entitled to such remittance. (e) Payment to Administrator of its commis- sions, fees or charges. (f) Remittance of a return premium to the person or persons entitled to such return premium. N.H. Rev. Stat. § 402-H:7(III). 12.4 All Claims paid by Administrator from funds collected on behalf of or for Insurer shall be paid only on drafts or checks of and as authorized by Insurer. N.H. Rev. Stat. § 402-H:7(IV). 139 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 NEW MEXICO TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of New Mexico, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by New Mexico Statute § 59A -12A4, to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of New Mexico and Insurer is an "insurer" as defined in Chapter 59A of the New Mexico Statutes. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Business Name. Administrator shall transact business under its own name and shall not do busi- ness in New Mexico under a false or misleading name or under a name that is the same as or that closely resembles the name of any other administrator licensed in New Mexico. NM Stat. Ann. § 59A -12A-13. 4. Written Agreement. The Agreement sets forth the duties that Administrator is expected to per- form on behalf of Insurer and the lines, classes, or types of insurance for which Administrator is to be authorized to administer. N.M. Code R. § 13.4.5.20. 5. Payment. 5.1 The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of any Eligible Person for Insurer. The payment of Claims by Insurer to Administrator, if any, shall not be deemed payment to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator re- sulting from its failure to make payments to the Eligible Persons or claimants. NM Stat. Ann. § 59A -12A- 5. 5.2 To the extent Administrator pays a Claim from money collected for or on behalf of Insurer, such Claim shall be paid by on drafts or checks of and as authorized by Insurer. NM Stat. Ann. § 59A - 12A -10. 6. Record Retention. 6.1 The Agreement. Administrator and Insurer shall retain a copy of the Agreement as part of their official records for the term of the Agreement and five (5) years thereafter. In the event a policy is issued to a trust or trustees, Administrator shall provide a copy of the trust agreement and any amendments thereto to the insurer, and shall retain a copy of the trust agreement, with amendments, as part of its official records for the duration of the policy and for five (5) years thereafter. NM Stat. Ann. § 59A -12A-4. 140 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 6.2 Maintenance. Administrator shall maintain at its principal office, for the term of the Agree- ment and five (5) years thereafter, adequate books and records of all transactions between Administrator, Insurer, and Eligible Persons in accordance with prudent standards of insurance recordkeeping. NM Stat. Ann. § 59A -12A-6. 6.3 Insurer Access. Insurer retains the right to continuing access to Administrator's books and records sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to any restrictions in the Agreement on the proprietary rights of the Parties in Administrator's books and records. NM Stat. Ann. § 59A -12A-6. 6.4 New Mexico Insurance Superintendent Access. Administrator acknowledges that New Mexico Statutes § 59A -12A-6 provides that "[t]he superintendent shall have access to such books and rec- ords for the purpose of examination, audit, and inspection. Any trade secrets contained therein, including but not limited to the identity and addresses of policyholders and certificate holders, shall be confidential except that the superintendent may use such information in any proceedings instituted against the adminis- trator." 7. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the plan are solely the responsibility of Insurer. NM Stat. Ann. § 59A -12A-8. N.M. Code R. §13.4.5.20(A). 8. Advertising. Administrator may use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved in writing by Insurer before the advertising is used. NM Stat. Ann. § 59A -12A-7. 9. Notice to Eligible Persons. Administrator shall provide a written notice approved by Insurer to Eligible Persons advising them of the identity of, and relationship among Administrator, Eligible Persons, and Insurer. NM Stat. Ann. § 59A -12A-12. 10. Confidentiality. Administrator shall provide for the confidentiality of personal data identifying an individual covered by a plan or insurance carrier or data concerning a person that self insures in accordance with the terms of the Agreement and New Mexico Statute § 59A -12A-14. NM Stat. Ann. § 59A -12A-14. 11. Inducements. Administrator, in order to induce Insurer to contract or to continue to contract with Administrator; to lapse, forfeit or surrender the Agreement or other service contract entered into with Ad- ministrator; or to secure or terminate coverage with an insurance carrier or person that self insures, shall not, directly or indirectly: (i) offer to make an agreement relating to a service contract or issue or deliver to the person money or any other valuable consideration other than as plainly expressed such agreement; (ii) give or pay or offer to give or pay a rebate or adjustment of the fee payable under the agreement or an advantage under a service contract, except as reflected in the fee and expressly provided for in the agree- ment; (iii) make, issue or circulate, or cause to be made, issued or circulated, any estimate, illustration, circular or statement misrepresenting the terms of a service contract, the advantages provided under a ser- vice contract or the true nature of a service contract; or (iv) make a misrepresentation in a comparison, whether oral or written, between service contracts of Administrator and another administrator or between service contracts of Administrator and an insurance carrier. NM Stat. Ann. § 59A -12A-15. 141 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 12. Compensation. Administrator and Insurer agree that compensation to Administrator for any Plans in which Administrator adjusts or settles Claims shall in no way be contingent on Claims experience. Ad- ministrator and Insurer further agree that this provision does not prevent Administrator's compensation from being based on charges collected or the number of Claims paid or processed. NM Stat. Ann. § 59A - 12A -11. Insurer shall not pay, directly or indirectly, Administrator for service as an administrator within this state, unless Administrator is duly licensed to transact such business in the state of New Mexico. N.M. Code R. § 13.4.5.21. 13. Fiduciary Account. 13.1 The Parties agree that Administrator will not collect insurance charges or premiums on behalf of or for Insurer. Return premiums received from Insurer, if any, shall be held by Administrator in a fiduciary capacity. Such funds shall be immediately remitted to the person or persons entitled thereto or shall be deposited promptly in a fiduciary bank account established and maintained by Administrator. If charges or premiums so deposited have been collected on behalf of or for more than one insurer, Adminis- trator shall cause the bank in which such fiduciary account is maintained to keep records, clearly recording the deposits in and withdrawals from such account on behalf of or for each insurer. N.M. Stat. § 59A -12A - 9(A). 13.2 Administrator shall promptly obtain and keep copies of all such records and, upon request of Insurer, shall furnish Insurer with copies of all records pertaining to deposits and withdrawals on behalf of or for Insurer. N.M. Stat. § 59A -12A -9(B). 13.3 Administrator shall not pay any Claim by withdrawals from such fiduciary account. With- drawals from such account shall be made, as provided in the Agreement, for: (1) remittance to Insurer entitled thereto; (2) deposit in an account maintained in the name of such Insurer; (3) transfer to and deposit in a Claims paying account, with Claims to be paid as provided in N.M. Stat. § 59A -12A-10; (4) payment to a group policyholder for remittance to the insurer entitled thereto; (5) payment to Administrator of its commission, fees or charges; or (6) remittance of return premiums to the person or persons entitled thereto. N.M. Stat. Ann. § 59A -12A-9 (C). 14. Responsibilities of Insurer. Insurer shall be responsible for determining the Covered Products, premium rates, underwriting criteria and Claims payment procedures applicable to its coverage and for securing reinsurance, if any. It is the ultimate responsibility of Insurer to provide for competent administra- tion of its programs. In cases where Administrator administers Covered Products for more than one hun- dred (100) certificate holders on behalf of Insurer, Insurer shall maintain for a minimum of at least three years any reviews conducted of the operations of Administrator, and shall produce the records pertaining to the review at the request of the superintendent. N.M. Code R. § 13.4.5.22. 15. Termination. Insurer or Administrator may upon written notice, terminate the Agreement for cause as provided in the Agreement. Insurer may suspend the underwriting authority of Administrator dur- ing the pendency of any dispute regarding the cause for termination of the Agreement. Insurer must fulfill any lawful obligations with respect to policies or Claims affected by the Agreement, regardless of any dispute between Insurer and Administrator. N.M. Code R. § I3.4.5.20(B). 142 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 NORTH CAROLINA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of North Carolina, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by N.C. Gen. Stat. §§ 58-56-6, et seq. This Addendum applies to the extent Eligible Person(s) reside in the State of North Carolina, Insurer is an "insurer" as defined in N.C. Gen. Stat. § 58-56-2(4), such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already ad- dressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement Necessary. Administrator may not act in the capacity of third party admin- istrator to Insurer until this Agreement is in place. The written agreement shall be retained as part of the official records of both Insurer and Administrator for the duration of the agreement and for five years there- after. N.C. Gen. Stat. § 58-56-6(a). 4. Termination. Insurer or Administrator may, with written notice, terminate the Agreement for cause as provided in the Agreement. Insurer must fulfill any lawful obligations with respect to policies affected by the Agreement, regardless of any dispute between Insurer and Administrator. N.C. Gen. Stat. § 58-56-6(c). 5. Payment to Administrator. The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of any Eligible Person for Insurer. The payment of return pre- miums or Claim payments forwarded by Insurer to Administrator, if any, is not considered payment to Eligible Person or claimant until the payments are received by the Eligible Person or claimant. This section does not limit any right of Insurer against Administrator resulting from the failure of Administrator to make payments to Insurer, claimants, or Eligible Persons. N.C. Gen. Stat. § 58-56-11. 6. Delivery of Materials to Eligible Persons. Any policies, certificates, booklets, termination no- tices, and other written communications delivered by Insurer to Administrator for delivery to Eligible Per- sons shall be delivered by Administrator promptly after receipt of instructions from Insurer to deliver them. N.C. Gen. Stat. § 58-56-46. 7. Maintenance of Records. 7.1 Administrator shall maintain and make available to Insurer complete books and records of all transactions performed on behalf of Insurer. The books and records shall be maintained in accordance with prudent standards of insurance record keeping and must be maintained for a period of at least five years after the date of their creation. N.C. Gen. Stat. § 58-56-16(a). 7.2 The Commissioner of the North Carolina Department of Insurance shall have access to books and records maintained by Administrator for the purposes of examination, audit, and inspection. The 143 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Commissioner shall keep confidential any trade secrets contained in those books and records, including the identity and addresses of policyholders and certificate holders, except that the Commissioner may use the information in any judicial or administrative proceeding instituted against Administrator. N.C. Gen. Stat. § 58-56-16(b). 7.3 Insurer shall own the records generated by Administrator pertaining to Insurer, but Admin- istrator shall retain the right to continuing access to books and records to permit Administrator to fulfill all of its contractual obligations to Eligible Persons, claimants, and Insurer. N.C. Gen. Stat. § 58-56-16(c). 7.4 In the event Insurer and Administrator cancel the Agreement, notwithstanding the prior provisions of this section, Administrator may, by written agreement with Insurer, transfer all records to a new administrator rather than retain them for five years. In this case, the new administrator shall acknowledge, in writing, that it is responsible for retaining the records of Administrator as required in this section. N.C. Gen. Stat. § 58-56-16(d). 8. Approval of Advertising. Administrator may use only the advertising pertaining to the business underwritten by Insurer that has been approved in writing by Insurer in advance of its use. N.C. Gen. Stat. § 58-56-21. 4. Responsibilities of Administrator. The Agreement sets forth the duties that Administrator is ex- pected to perform on behalf of Insurer and the kinds of insurance for which Administrator is to be authorized to administer. The Parties agree that Administrator does not provide any underwriting services to In- surer. Insurer understands and agrees that all underwriting decisions pertaining to the plan are solely the responsibility of Insurer. N.C. Gen. Stat. § 58-56-6(b). 10. Responsibilities of Insurer. 10.1 Insurer is responsible for determining the Covered Products, premium rates, underwriting criteria, and Claims payment procedures applicable to the coverage and for securing reinsurance, if any. The rules pertaining to these matters must be provided, in writing (as applicable), by Insurer to Ad- ministrator. The responsibilities of Administrator as to any of these matters shall be set forth in the Agree- ment. It is the sole responsibility of Insurer to provide for competent administration of its programs. N.C. Gen. Stat. § 58 -56 -26(a) -(b). 10.2 If Administrator administers Covered Products for more than 100 certificate holders on behalf of Insurer, Insurer shall, at least semiannually, conduct a review of the operations of Administra- tor. At least one semiannual review shall be an on-site audit of the operations of Administrator. Annually, Insurer shall file with the Commissioner a certification of completion of the audits as required by this sec- tion and performed during the previous calendar year, in the format, content, and manner as specified by the Commissioner. Insurer shall maintain in its corporate records documentation of the audits conducted to support its certification of audits for a period of five years or, if Insurer is a domestic insurer, until the completion of the next quinquennial examination. N.C. Gen. Stat. § 58-56-26(c). 11. Fiduciary Account and Payment of Claims. 11.1. The Parties agree that Administrator is not obligated to collect charges or premiums on behalf of or for Insurer. To the extent any funds are collected by Administrator, these funds shall be imme- diately remitted to the person entitled to them or shall be deposited promptly in a fiduciary account estab- lished and maintained by Administrator in a federally or State Eligible Person financial institution. The 144 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. Docusign Envelope ID: 92lF7A24-D5CE-4BCC-9F3C-5E7844661266 Agreement shall require Administrator to periodically render an accounting to Insurer detailing all transac- tions performed by Administrator pertaining to the business underwritten by Insurer. N.C. Gen. Stat. § 58- 56-31(a). 11.2 If charges deposited in a fiduciary account have been collected on behalf of or for one or more insurer, Administrator shall keep records clearly recording the deposits in and withdrawals from the account on behalf of each insurer. Administrator shall keep copies of all the records and, upon request of Insurer, shall furnish Insurer with copies of the records pertaining to the deposits and withdrawals. N.C. Gen. Stat. § 58-56-31(b). 11.3 Administrator shall not pay any Claim by withdrawals from a fiduciary account in which or charges are deposited. Withdrawals from this account shall be made only as provided in the Agreement. The Agreement shall address, but not be limited to, the following: 1) Remittance to an insurer entitled to remittance; (2) Deposit in an account maintained in the name of Insurer; (3) Transfer to and deposit in a Claims -paying account, with Claims to be paid as provided in subsection (d) of N.C. Gen. Stat. § 58-56- 31(d); (4) Payment to a group policyholder for remittance to the insurer entitled to the remittance; (5) Pay- ment to Administrator of its commissions, fees, or charges; (6) Remittance of a return premium to the person entitled to the return premium. N.C. Gen. Stat. § 58-56-31(c). 11.4 All Claims paid by Administrator from funds collected on behalf of or for Insurer shall be paid only on drafts or checks of and as authorized by Insurer. N.C. Gen. Stat. § 58-56-31(d). 12. Compensation to Administrator. The Agreement shall not provide for commissions, fees, or charges contingent upon savings obtained in the adjustment, settlement, and payment of losses covered by Insurer's obligations. Administrator may receive performance-based compensation for providing auditing services or may receive compensation based on charges collected or the number of Claims paid or pro- cessed. N.C. Gen. Stat. § 58-56-36. 13. Notice to Covered Individuals. Administrator shall provide written notice approved by Insurer to Eligible Persons advising them of the identity of, and relationship among, Administrator, Eligible Person, and Insurer. N.C. Gen. Stat. § 58-56-41(a). If Administrator collects funds, the reason for collection of each item must be identified to Eligible Persons and each item must be shown. Additional charges may not be made for services to the extent the services have been paid for by Insurer. N.C. Gen. Stat. § 58-56- 41(b). Administrator shall disclose to Insurer all charges, fees, and commissions received from all services in conjunction with the provision of administrative services for Insurer, including any fees or commissions paid by insurers providing reinsurance. N.C. Gen. Stat. § 58-56-41(c). 145 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 NORTH DAKOTA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of North Dakota, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by North Dakota Century Code § 26.1-27-05, to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eli- gible Person(s) reside in the State of North Dakota and to the extent Insurer is an "insurer" as defined in North Dakota Century Code § 26.1-27-02. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Claims Payment. To the extent Administrator pays a Claim from money collected for or on behalf of Insurer, such Claim shall be paid by on drafts or checks of and as authorized by Insurer. ND Cent. Code § 26.1-27-10. 4. Records Retention. 4.1 The Agreement. Administrator and Insurer shall retain a copy of the Agreement for the term of the Agreement and five (5) years thereafter. In the event a policy is issued to a trust or trustees, Administrator shall provide a copy of the trust agreement and any amendments thereto to the insurer, and shall retain a copy of the trust agreement, with amendments, as part of its official records for the duration of the policy and for five (5) years thereafter. ND Cent. Code § 26.1-27-05. 4.2 Maintenance. Administrator shall maintain at its principal office, for the term of the Agree- ment and five (5) years thereafter, adequate books and records of all transactions between Administrator, Insurer, and Eligible Persons in accordance with prudent standards of insurance recordkeeping. ND Cent. Code § 26.1-27-12. 4.3 Insurer Access. Insurer retains the right to continuing access to Administrator's books and records sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to any restrictions in the Agreement on the proprietary rights of the Parties in Administrator's books and records. ND Cent. Code § 26.1-27-12. Without limiting the foregoing, Insurer may audit Administrator's books, accounts, and records, including de -identified utilization information, as reasonably necessary to confirm that the benefit of a payment received by the Administrator is being shared as applicable and as required by the Agreement. ND Cent. Code § 26.1-27.1-05(2). 4.4 North Dakota Insurance Commissioner Access. Administrator acknowledges that North Dakota Century Code § 26.1-27-12 provides that "[t]he commissioner shall have access to such books and 146 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 records for the purpose of examination, audit, and inspection. Any trade secrets contained therein, includ- ing the identity and addresses of policyholders and certificate holders, are confidential, except the commis- sioner may use such information in any proceedings instituted against the administrator." 5. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the plan are solely the responsibility of Insurer. ND Cent. Code § 26.1-27-06(1). 6. Advertising. Administrator may use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved in writing by Insurer before the advertising is used. ND Cent. Code § 26.1-27-06(2). 7. Compensation. Administrator and Insurer agree that compensation to Administrator for any Plans in which Administrator adjusts or settles Claims shall in no way be contingent on Claims experience. Ad- ministrator and Insurer further agree that this provision does not prevent Administrator's compensation from being based on charges collected or the number of Claims paid or processed. ND Cent. Code § 26.1- 27-11. 8. Fiduciary Account— Record Keeping. The Parties agree that Administrator will not collect any insurance charges or premiums on behalf of or for Insurer. Return premiums received from Insurer, if any, must be held by Administrator in a fiduciary capacity. The funds must be immediately remitted to the person or persons entitled thereto, or must be deposited promptly in a fiduciary bank account established and main- tained by Administrator. If charges or premiums so deposited have been collected on behalf of or for more than one insurer, Administrator shall cause the bank in which the fiduciary account is maintained to keep records clearly recording the deposits in and withdrawals from the account on behalf of or for each insurer. Administrator shall promptly obtain and keep copies of all such records and, upon request of Insurer, shall furnish Insurer with copies of such records pertaining to deposits and withdrawals on behalf of or for In- surer. Administrator may not pay any Claim by withdrawals from the fiduciary account. N.D. Cent. Code § 26.1-27-08. 9. Withdrawals From Fiduciary Account. Withdrawals from the fiduciary account may only be made for: (a) Remittance to Insurer entitled thereto. (b) Deposit in an account maintained in the name of Insurer. (c) Transfer to and deposit in a Claims paying account, with Claims to be paid as provided in N.D. Cent. Code § 26.1-27-10. (d) Payment to a group policyholder for remittance to the insurer entitled thereto. (e) Payment to Administrator of its commission, fees, or charges. (f) Remittance of return pre- miums to the person or persons entitled thereto. N.D. Cent. Code § 26.1-27-06(3). 147 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 OHIO TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Ohio, "Administrator" shall mean RIGHT - WAY, and "Plan Sponsor" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Plan Sponsor agree as fol- lows: 1. Applicability. This Addendum is required by Ohio Revised Code Section 3959.11, to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Ohio and to the extent Plan Sponsor is a "plan" or a "plan sponsor" as defined in Ohio Rev. Code § 3959.01. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Record Retention. 3.1 The Agreement. Administrator and Plan Sponsor shall retain a copy of the Agreement as part of their respective official records for the term of the Agreement and five (5) years thereafter. Ohio Rev. Code § 3959.11(A). In the event a policy or contract is issued to a trust, trustee or trustees of a benefit plan, Administrator will provide a copy of the trust agreement, and any amendments thereto, to Plan Spon- sor and Administrator shall retain such documents for the duration of the Agreement and for five (5) years thereafter. Ohio Admin. Code § 3901-8-05(K). 3.2 Maintenance. During the term of the Agreement and for at least five (5) years thereafter, Administrator shall maintain at its principal office or branch office customary books and records of all transactions and information relative to Eligible Persons in accordance with the terms and conditions of the Agreement. Administrator shall keep the following types of books and records on behalf of Plan Sponsor: financial, administrative, claims, Eligible Person records, and complaints and grievances. Such records and files shall belong to Plan Sponsor. Ohio Rev. Code § 3959.11(B), Ohio Admin. Code § 3901-8-05(K). 4. Fidelity Bond and Insurance. Administrator shall possess and maintain a fidelity bond in accord- ance with the provisions set forth in Ohio Administrative Code Rule 3901-8-05(E)(5). Administrator does not have or maintain and will not procure any stop loss insurance with respect to Plan Sponsor. Ohio Admin. Code § 3901-8-05(K). 5. Client Funds. Administrator shall collect and hold Plan Sponsor's Plan funds in accordance with the provisions set forth in the Agreement. Ohio Admin. Code § 3901-8-05(K). 6. Administrator Relationship. Unless disclosed in its annual report provided to Plan Sponsor pur- suant to OAC 3901-8-05(1), Administrator does not have any ownership interest and/or material business relationships between Administrator or its officers, directors, shareholders, partners, or trustees and any insurance, reinsurance, or other ultimate risk bearer, or any other business entity which the Administrator 148 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 proposes to contract as a result of Administrator's relationship with the Plan Sponsor. Ohio Admin. Code § 3901-8-05(K). 149 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 OKLAHOMA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Oklahoma, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Oklahoma Statute Title 36 Sections 1441 e1 seq. This Addendum applies to the extent Eligible Person(s) reside in the State of Oklahoma, to the extent such requirements are applicable to the services provided by Administrator under the Agreement, Insurer is an "insurer" as defined under Title 36 of the Oklahoma Statutes, and such requirements are not already addressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement. The written Agreement between Administrator and Insurer shall be in place before Administrator may act in the capacity of a third party administrator to Insurer. The functions that Administrator will perform on behalf Insurer, as well as the underwriting standards, if applicable or other standards pertaining to the business underwritten by Insurer are as stated in the written Agreement. Admin- istrator and Insurer shall each maintain the Agreement as part of their official records for a minimum of five (5) years after termination of the Agreement. Okla. Stat. tit. 36 § 1443(A), (G). 4. Advertising. Administrator shall obtain approval from Insurer before publishing any advertising pertaining to the business underwritten by Insurer. For purposes of this section, "publishing" includes mailing of advertising material. Okla. Stat. tit. 36 § 1446. 5. Accounting and Claims Payments. 5.1 The Parties agree that Administrator will not collect premiums or charges on behalf of or for Insurer. The return of premiums or charges received from Insurer, if any, shall be held by Administrator in a fiduciary capacity. Funds collected by Administrator shall be immediately remitted to the person en- titled to the funds or deposited in a fiduciary account which shall be established and maintained by Admin- istrator. If charges or premiums deposited in a fiduciary account have been collected for more than one insurer or trust, Administrator shall maintain records clearly showing the deposits and withdrawals from the fiduciary bank account for each insurer or trust, including Insurer. Administrator shall furnish to In- surer, upon its request, copies of the required records. Okla. Stat. tit. 36 § 1445(A), (B). 5.2 Subject to the Agreement, withdrawals from the fiduciary bank account shall only be made as set forth in the Agreement, which shall authorize withdrawals only for the following: (1) remittance to an insurer or trust entitled to the funds; (2) deposit in an account maintained in the name of Insurer; (3) transfer to and deposit in a Claims -paying account; (4) payment to a group policyholder for remittance to the insurer or trust entitled to the funds; (5) payment to Administrator for its commission, fees, or charges; or (6) remittance of return premiums to the person entitled to the funds. All Claims paid by Administrator 150 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 from funds collected on behalf of Insurer shall be paid on drafts, checks, or electronic payment authorized by Insurer. Okla. Stat. tit. 36 § 1445(C). 5.3 In the event Administrator collects funds from Eligible Persons, Administrator, upon re- quest from a Eligible Person, shall furnish written information as to the amount of any premium or charge for coverage specified by Insurer to the Eligible Person. This information shall be furnished within ten (10) days after Administrator receives the request for information. Okla. Stat. tit. 36 § 1449(B). 6. Records. 6.1 Administrator shall maintain for the duration of the Agreement and for five (5) years there- after the written Agreement and books and records of all transactions between Administrator and In- surer. Okla. Stat. tit. 36 § 1443(D). 6.2 The Commissioner of the Insurance Department of the State of Oklahoma shall have access to all books and records of Administrator relevant to the Agreement for the purpose of examination, audits, and inspection. Trade secrets contained in books and records reviewed by the Commissioner, including the identity and addresses of policyholders and certificate holders shall be kept confidential, except that the Commissioner may use the information in a proceeding instituted against Administrator. Okla. Stat. tit. 36 § 1443(E)(1), (3). 6.3 All work papers, recorded information, documents and copies thereof produced or obtained by or disclosed to the Commissioner or other person in the course of examination, audit and inspection, shall be given confidential treatment and not be made public by the Commissioner or any other person who obtained the information in the course of the examination, audit and inspection, except as provided by this Section VI. Access may be granted to the National Association of Insurance Commissioners. The Parties shall agree in writing prior to receiving the information to provide to it the same confidential treatment as required by this Section VI unless the prior written consent of the company to which it pertains has been obtained. The confidentiality and protection from discovery by subpoena provided for in this subsection C shall not be construed to be extended to identical, similar or other related documents or information or to the work papers that are not deemed to be in the possession, custody or control of the Commissioner. Okla. Stat. tit. 36 § 1443(E)(2) 6.4 Insurer shall have the right to continuing access to books and records maintained by Ad- ministrator sufficient to fulfill its contractual obligations to Eligible Persons, subject to any restriction in the Agreement concerning the proprietary rights of the Parties to such books and records. Okla. Stat. tit. 36 § 1443(F). 7. Delivery of Written Communications to Eligible Persons. Any policies, certificates, booklets, termination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly after receipt of instructions from Insurer to do so. Okla. Stat. tit. 36 § 1447(A). 8. Notice to Eligible Persons of Written Agreement. Administrator shall provide written notice to Eligible Persons advising them of the identities of Administrator, the policyholder, and Insurer. Okla. Stat. tit. 36 § 1449(A). 9. Effect of Payment. The Parties agree that Administrator will not collect any premiums or charges for insurance paid by or on behalf of Eligible Persons for claims or return premiums paid by Insurer to 151 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 Administrator, if any, shall not be deemed to have been paid to an Eligible Person or claimant until the payment is received by the Eligible Person or claimant. Nothing in this section limits the rights of Insurer against Administrator resulting from the failure of Administrator to make payments to Insurer, Eligible Persons, or claimants. Okla. Stat. tit. 36 § 1444. 10. Basis of Compensation. Compensation to Administrator shall not be contingent upon Claims ex- perience. This section shall not prevent compensation based on the amount of charges collected or number of Claims paid or processed or the number of Eligible Persons. Okla. Stat. tit. 36 § 1447(B). 11. Licensed Agents. To the extent that anything in the Agreement calls for Administrator to do the business of insurance for Insurer, Administrator shall only use licensed insurance agents. Okla. Stat. tit. 36 § 1447(C). 152 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 OREGON TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Oregon, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by Oregon Re- vised Statute Section 744.720 et seq. This Addendum applies to the extent Eligible Person(s) reside in the State of Oregon, Insurer is an "insurer" as defined in Oregon Revised Statutes § 744.700, such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement. The written Agreement between Administrator and Insurer shall be in place before Administrator may act in the capacity of a third party administrator to Insurer. The duties that Ad- ministrator will perform on behalf Insurer, as well as the lines, classes or types of insurance that Adminis- trator is authorized to administer, are as stated in the written Agreement. Administrator and Insurer shall each maintain the Agreement as part of their official records for the duration of the Agreement and five (5) years thereafter. Ore. Rev. Stat. §§ 744.720(2) and (3)(a) -(b). 4. Advertising. Administrator shall use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved in writing by Insurer before the advertising is used. Ore. Rev. Stat. § 744.728. 5. Insurer Responsibilities. Insurer shall be responsible for (1) determining the Covered Products, premium rates, underwriting criteria, and Claims payment procedures applicable to the coverage; and (2) securing reinsurance, if any. Contemporaneously with execution of the Agreement, Insurer shall provide to Administrator in writing, procedures pertaining to Administrator's administration of Covered Products, and Claims payment. The responsibilities of Administrator as to any of these matters shall be as set forth in the Agreement. The Parties agree that Administrator does not provide any underwriting services to In- surer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. Insurer retains sole responsibility for the competent administration of its pro- grams. To the extent Administrator administers Covered Products for more than one hundred (100) Eligible Persons on behalf of Insurer, then Insurer shall, at least annually, review the operations of Administrator. Ore. Rev. Stat. §§ 744.720, 744.740. 6. Accounting and Claims Payments. 6.1 The Parties agree that Administrator will not collect premiums or charges on behalf of or for Insurer, and the return of premiums received from Insurer, if any, shall be held by Administrator in a fiduciary capacity. The funds shall be immediately remitted to the person entitled to the funds or deposited 153 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 promptly in a fiduciary account which shall be established and maintained by Administrator in a federally or state Eligible Person financial institution. Ore. Rev. Stat. § 744.730(1). 6.2 Administrator shall render an accounting to Insurer, on such frequency as stated in the Agreement, which details all transactions performed by Administrator pertaining to the business underwrit- ten by Insurer. Ore. Rev. Stat. § 744.720(c). 6.3 To the extent Administrator deposits in a fiduciary account charges or premiums collected on behalf of or for one or more insurers, Administrator shall keep clear records of the deposits in and withdrawals from the account on behalf of each insurer. Administrator shall keep copies of all the records and, upon request by Insurer, shall furnish Insurer with a copy of the records of the deposits and withdrawals pertaining to Insurer. Ore. Rev. Stat. § 744.730(2). 6.4 Administrator shall not pay any Claim by making withdrawals from a fiduciary account in which premiums or charges are deposited. Subject to the Agreement, procedures for withdrawals from the fiduciary bank account shall provide for: (1) remittance to an insurer entitled to the funds; (2) deposit in an account maintained in the name of Insurer; (3) transfer to and deposit in a Claims -paying account; (4) payment to a group policyholder for remittance to the insurer entitled to the funds; (5) payment to Admin- istrator for its commission, fees, or charges; or (6) remittance of return premiums to the person entitled to the funds. All Claims paid by Administrator from funds collected on behalf of Insurer shall only be paid on drafts or checks of, and as authorized by, Insurer. Ore. Rev. Stat. § 744.720(d), 744.730(3)-(4). 7. Records. 7.1 Administrator shall maintain in accordance with prudent standards of insurance record keeping complete books and records of all transactions performed by Administrator on behalf Insurer. Ad- ministrator shall make available to Insurer such books and records. Administrator shall maintain such books and records for a period of not less than five (5) years from the date of their creation. Ore. Rev. Stat. § 744.724(1). 7.2 Insurer shall own the records generated by Administrator pertaining to Insurer; however, Administrator shall retain the right to continuing access to the books and records to permit Administrator to fulfill all of its contractual obligations to Insurer, Eligible Persons and claimants. Ore. Rev. Stat. § 744.724(3). 7.3 The Director of the Department of Consumer and Banking Services of the State of Oregon shall have access to books and records of Administrator relevant to the Agreement for the purpose of ex- amination, audits, and inspection. Any documents, materials or other information in the possession or con- trol of the Director that are furnished by Administrator, Insurer, an insurance producer, or any employee or agent thereof in an investigation shall be confidential as provided in Oregon Revised Statute Section 705.137. Ore. Rev. Stat. § 744.724(2). 7.4 If Administrator and Insurer cancel the Agreement, Administrator may, by a written agree- ment with Insurer, transfer the books and records to a new administrator if the written agreement provides that Administrator is no longer responsible for retaining the records for the five-year period and the new administrator acknowledges in writing that it is responsible for retaining the books and records in the man- ner provided in this section. Ore. Rev. Stat. § 744.724(4). 154 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 8. Delivery of Written Communications to Eligible Persons. Any policies, certificates, booklets, termination notices, or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly after receipt of instructions from Insurer to do so. Ore. Rev. Stat. § 744.736. 9. Disclosures. 9.1 Administrator shall provide written notice to Eligible Persons, on a form approved by In- surer, advising Eligible Persons of the identity of, and relationship among, Administrator, the policyholder, and Insurer. Ore. Rev. Stat. § 744.734. 9.2 In the event Administrator collects funds from Eligible Persons, the reason for collection of each item shall be identified to the Eligible Persons and each item shall be shown. Administrator shall not make additional charges for services to the extent the services have been paid for by Insurer. Ore. Rev, Stat. § 744.734. 9.3 Administrator shall disclose to Insurer all charges, fees and commission that Administrator receives arising from services it provides for Insurer, including any fees or commissions paid by insurers providing reinsurance. Ore. Rev. Stat. § 744.732(3). 10. Effect of Payment. The Parties agree that Administrator will not receive any premiums or charges for insurance paid by or on behalf of Eligible Persons for Insurer. Return premium payments or Claim payments forwarded by Insurer to Administrator, if any, shall not be considered to have been paid to an Eligible Person or claimant until the payment is received by the Eligible Person or claimant. Nothing in this section limits any right of Insurer against Administrator arising from the failure of Administrator to make payments to Insurer, Eligible Persons, or claimants. Ore. Rev. Stat. § 744.722. 11. Basis of Compensation. Compensation to Administrator shall not be contingent upon savings effected in the adjustment, settlement or payment of losses covered by Insurer's obligations. This section shall not prevent Administrator from receiving performance-based compensation for auditing services nor shall this section prevent compensation based on the amount of charges collected or number of Claims processed. Ore. Rev. Stat. § 744.732(1)-(2). U. Termination. Either party may terminate the Agreement for cause upon written notice, subject to the procedures as stated in the Agreement. Insurer shall fulfill any lawful obligations with respect to poli- cies or plans affected by the Agreement, regardless of any dispute between Administrator and Insurer. Ore. Rev. Stat. § 744.720(4). 13. Errors and Omission Insurance. Administrator shall maintain with the Director of the Oregon Department of Consumer and Business Services a current certificate of errors and omissions insurance in an amount satisfactory to the Director. Ore. Rev. Stat. § 744.726. 14. Dispute Resolution. Disputes arising under the Agreement shall be subject to arbitration, media- tion, or other means as expressly set forth in the Agreement. Ore. Rev. Stat. § 744.720(3)(e). 155 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 PENNSYLVANIA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Pennsylvania, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by 40 Pennsylvania Consolidated Statutes § 324.5, to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Pennsylvania and Insurer is an entity providing a "benefit plan" as defined in Pennsylvania Consolidated Statutes Section 324.2. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Claims Payment. The Parties agree that Administrator will not collect any premiums or charges for benefit coverage by or on behalf of Eligible Persons for Insurer. The payment of Claims by Insurer to Administrator, if any, shall not be deemed payment to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to Eligible Persons or claimants. 40 Pa. Cons. Stat. § 324.6. 4. Record Retention. 4.1 The Agreement. Administrator and Insurer shall retain a copy of the Agreement as part of their official records for the term of the Agreement and five (5) years thereafter. In the event a policy is issued to a trust or trustees, Administrator shall provide a copy of the trust agreement and any amendments thereto to the insurer, and shall retain a copy of the trust agreement, with amendments, as part of its official records for the duration of the contract and for five (5) years thereafter. 40 Pa. Cons. Stat. § 324.5. 4.2 Maintenance. Administrator shall maintain for the term of the Agreement and five (5) years from their date of creation, adequate books and records of all transactions between Administrator, Insurer, and Eligible Persons. 40 Pa. Cons. Stat. § 324.7. 4.3 Insurer Access. Insurer retains the right to access to Administrator's books and records sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to any restrictions in the Agreement on the proprietary rights of the Parties in Administrator's books and rec- ords. 40 Pa. Cons. Stat. § 324.7. 4.4 Pennsylvania Insurance Commissioner Access. Administrator acknowledges that 40 Penn- sylvania Consolidated Statutes § 324.7 provides that "[t]he commissioner shall have access to all books and records which are the property of administrators required to be maintained by this act for the purpose of examination, audit, inspection and investigation. Books and records, the property of bona fide employee 156 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 benefit plans established by an employer or employee organization, or both, may be available to the depart- ment for audit, inspection, examination or investigation at the option of the employer or employee organi- zation. Nothing in this subsection is intended to abridge or interfere with the department's authority to review all records necessary to determine jurisdiction over any entity that may be subject to this or other insurance laws generally. Expenses incurred by the department in examination of administrators shall be paid by the administrator in the same manner, and in the same amounts, pursuant to the examination provi- sions of this act and applicable regulations. Trade secrets, including the identity and addresses of policy- holders and certificate holders, will be treated as confidential by the department, except the department may use that information in proceedings instituted against the administrator." 5. Advertising. Administrator may use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved by Insurer before the advertising is used. 40 Pa. Cons. Stat. § 324.8. 6. Fiduciary Account. All charges collected by Administrator on behalf of or for Insurer and return charges or premiums received from Insurer, if any, shall be held by Administrator in a fiduciary capacity. The funds shall be immediately remitted to the person or persons entitled thereto or shall be deposited promptly in one or more appropriately identified bank accounts in banks or other financial institutions which are subject to supervision or examination by Federal or State banking regulatory authorities. If charges so deposited have been collected on behalf of or for more than one benefit plan, Administrator shall maintain the accounts to clearly record the deposits in and withdrawals fi-om the account on behalf of each benefit plan. Administrator shall promptly obtain and keep copies of all such records and, upon request of Insurer, shall furnish Insurer with copies of records pertaining to deposits and withdrawals on behalf of or for Insurer. Administrator shall not pay any Claim by withdrawals from the fiduciary account. Withdrawals from the fiduciary account shall be made, as provided in the Agreement between Administrator and Insurer, for: (1) Remittance to Insurer entitled thereto. (2) Deposit in an account maintained in the name of In- surer. (3) Transfer to and deposit in a Claims -paying account. (4) Payment to Insurer for remittance to an insurer entitled thereto. (5) Payment to Administrator of its commission, fees or charges. (6) Remittance of return premiums or charges to the person or persons entitled thereto. 40 Pa. Cons. Stat. § 324.9. 7. Notification Required. Administrator shall provide a written notice approved by the Plan sponsor to Eligible Persons advising them of the identity of and relationship among Administrator, the Plan Sponsor, and Insurer, if Insurer is a different entity than the Plan sponsor. The Parties agree that Administrator will not collect funds representing premiums or charges for coverage. 40 Pa. Cons. Stat. § 324.11. 8. Claim Adjustment and Settlement. The compensation to Administrator with regard to the con- tracts shall in no way be contingent upon Claim experience. This section shall not prevent the compensation of Administrator from being based upon charges collected or number of Claims paid or processed. 40 Pa. Cons. Stat. § 324.10. 157 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 RHODE ISLAND TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Rhode Island, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by General Laws of Rhode Island Annotated Title 27-20.7 et seq. This Addendum applies to the extent Eligible Person(s) reside in the State of Rhode Island, Insurer is an "insurer" as defined in General Laws of Rhode Island Annotated Section 27-20.7-2(6), such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and condi- tions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Addendum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement. The Agreement between Administrator and Insurer shall be in place before Administrator may act in the capacity of a third party administrator to Insurer. The Agreement shall be retained as part of the official records of both Administrator and Insurer for the duration of the Agreement and for five (5) years thereafter. R.I. Gen. Laws § 27-20.7-3(a). 4. Termination. Insurer or Administrator may, with written notice, terminate the Agreement for cause as provided in the Agreement. Insurer shall fulfill any lawful obligations with respect to policies affected by Agreement, regardless of any dispute between Insurer and Administrator. R.I. Gen. Laws § 27- 20.7-3(c). 5. Communications with Eligible Persons/Delivery of Materials. Any policies, certificates, book- lets, termination notices or other written communications delivered by Insurer to Administrator for delivery to insured parties or covered individuals shall be delivered by Administrator promptly after receipt of in- structions from Insurer to deliver them. R.I. Gen. Laws § 27-20.7-11. 6. Advertising. Administrator may only use advertising pertaining to the business underwritten by Insurer that has been approved in writing by Insurer in advance of its use. R.I. Gen. Laws § 27-20.7-6. 7. Responsibilities of Insurer. Insurer shall be responsible for determining the Covered Products, premium rates, underwriting criteria and Claims payment procedures applicable to the coverage and for securing reinsurance, if any. The Parties agree that Administrator does not provide any underwriting ser- vices to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. The rules pertaining to these matters must be provided, in writing, by the Insurer to Administrator. The responsibilities of Administrator as to any of these matters shall be set forth in the written agreement between Administrator and Insurer. R.I. Gen. Laws § 27-20.7-7(a). It is the sole responsibility of Insurer to provide for competent administration of its programs. R.I. Gen. Laws § 27-20.7-7(b). Insurer shall, at least semi-annually, conduct a review of the operations of Administrator. At least one of these reviews shall be an on-site audit of the operations of Administrator. R.I. Gen. Laws § 27-20.7-7(c). 158 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 8. Maintenance of Records. 8.1 Administrator shall maintain and make available to Insurer complete books and records of all transactions performed on behalf of Insurer. The books and records shall be maintained in accordance with prudent standards of insurance record keeping and must be maintained for a period of not less than five (5) years from the date of their creation. R.I. Gen. Laws § 27-20.7-5(a). 8.2 The commissioner shall have access to books and records maintained by Administrator for the purposes of examination, audit and inspection. Any documents, materials or other information in the possession or control of the department of business regulation that are furnished by Administrator, Insurer, a producer, or an employee or agent acting on behalf of Administrator, Insurer or a producer, or obtained by the commissioner in an investigation, shall be confidential by law and privileged, shall not be subject to chapter 2 of title 38, shall not be subject to subpoena, and shall not be subject to discovery or admissible in evidence in any private civil action. The commissioner is nevertheless authorized to use the documents, materials or other information in the furtherance of any regulatory or legal action brought as a part of the commissioner's official duties. R.T. Gen. Laws § 27-20.7-5(b). 8.3 Insurer shall own the records generated by Administrator pertaining to Insurer. Adminis- trator shall retain the right to continuing access to books and records to permit Administrator to fulfill all of its contractual obligations to Eligible Persons, claimants and Insurer. R.I. Gen. Laws § 27-20.7-5(g). 8.4 In the event Insurer and Administrator cancel the Agreement, notwithstanding the provi- sions of R.I. Gen. Laws § 27-20.7-5(a), Administrator may, by written agreement with Insurer, transfer all records to a new administrator rather than retain them for five (5) years. In those cases, the new adminis- trator shall acknowledge, in writing, that it is responsible for retaining the records of Administrator as re- quired in R.I. Gen. Laws § 27-20.7-5(a). R.I. Gen. Laws § 27-20.7-5(h). 9. Payments to Administrator. The Parties agree that Administrator will not collect premiums or charges for insurance paid by or on behalf of any Eligible Persons for Insurer. Payment of return premiums or Claim payments forwarded by Insurer to Administrator, if any, shall not be deemed to have been paid to the Eligible Person or claimant until the payments are received by the Eligible Person or claimant. Nothing in this section limits any right of Insurer against Administrator resulting from the failure of Administrator to make payments to the Insurer, Eligible Persons or claimants. R.I. Gen. Laws § 27-20.7-4. 10. Compensation to Administrator. 10.1 Administrator shall not enter into an agreement or understanding with Insurer in which the effect is to make the amount of Administrator's commissions, fees, or charges contingent upon savings effected in the adjustment, settlement and payment of losses covered by Insurer's obligations. This provi- sion shall not prohibit Administrator from receiving performance-based compensation for providing hospi- tal or other auditing services. R.I. Gen. Laws § 27-20.7-9(a). 10.2 This section shall not prevent the compensation of Administrator from being based on pre- miums or charges collected or the number of Claims paid or processed. R.I. Gen. Laws § 27-20.7-9(b). 11. Notice and Disclosure of Charges and Fees. 159 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. Docusign Envelope ID: 921F7A24-D5CE4BCC-9F3C-5E7844661266 11.1 Administrator shall provide a written notice approved by Insurer to Eligible Persons advis- ing them of the identity of, and relationship among, Administrator, the Eligible Person and Insurer. R.I. Gen. Laws § 27-20.7-10(a). 11.2 When Administrator collects funds, the reason for collection of each item must be identi- fied to the Eligible Person and each item must be shown separately. Additional charges may not be made for services to the extent the services have been paid for by Insurer. R.I. Gen. Laws § 27-20.7-10(b). 11.3. Administrator shall disclose to Insurer all charges, fees and commissions received from all services in connection with the provision of administrative services for Insurer, including any fees or com- missions paid by insurers providing reinsurance. R.I. Gen. Laws § 27-20.7-10(c). 12. Fiduciary Account and Payment of Claims. 12.1 The Parties agree that Administrator will not collect insurance charges or premiums on behalf of or for Insurer. The return of premiums received from Insurer, if any, shall be held by Administrator in a fiduciary capacity. The funds shall be immediately remitted to the person or persons entitled to them or shall be deposited promptly in a fiduciary account established and maintained by Administrator in a federally or state Eligible Person financial institution. The Agreement shall provide for Administrator to periodically render an accounting to Insurer detailing all transactions performed by the administrator per- taining to the business underwritten by Insurer. R.I. Gen. Laws § 27-20.7-8(a). 12.2 If charges deposited in a fiduciary account have been collected on behalf of or for one or more insurers, Administrator shall keep records clearly recording the deposits in and withdrawals from the account on behalf of each insurer. Administrator shall keep copies of all the records and, upon requests of Insurer, shall furnish Insurer with copies of the records pertaining to the deposits and withdrawals. R.I. Gen. Laws § 27-20.7-8(b). 12.3 Administrator shall not pay any Claim by withdrawals from a fiduciary account in which charges are deposited. Withdrawals from the account shall be made as provided in the Agreement. The Agreement shall address, but not be limited to, the following: (1) Remittance to an insurer entitled to re- mittance; (2) Deposit in an account maintained in the name of Insurer; (3) Transfer to and deposit in a Claims paying account, with Claims to be paid as provided for in R.I. Gen. Laws § 27-20.7-8(d).of this section; (4) Payment to a group policyholder for remittance to the insurer entitled to the remittance; (5) Payment to Administrator of its commissions, fees or charges; and (6) Remittance of return premium to the person or persons entitled to the return premium. R.I. Gen. Laws § 27-20.7-8(c). 12.4 All Claims paid by Administrator from funds collected on behalf of or for Insurer shall be paid only on drafts or checks of and as authorized by Insurer. R.I. Gen. Laws § 27-20.7-8(d). 160 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 SOUTH CAROLINA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of South Carolina, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the terms mandated by S.C. Code Ann. § 38-51-40. This Addendum applies to the extent Eligible Person(s) reside in the State of South Car- olina, Insurer is an "insurer" as defined in Title 38 of the Code of Laws of South Carolina 1976 Annotated, such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement Necessary. The written Agreement between Administrator and Insurer must be in place before Administrator may act in the capacity of third party administrator to Insurer. The Agree- ment must be retained as part of the official records of both Insurer and Administrator for the duration of the agreement and five years thereafter. S.C. Code Ann. § 38-51-40. 4. Advertising. Administrator may use only the advertising pertaining to the business underwritten by Insurer that has been approved by Insurer in advance of its use. S.C. Code Ann. § 38-51-70. 5. Notice Required. Administrator shall provide a written notice approved by the Insurer to the Eligible Person(s) advising them of the identity of and relationship among Administrator, the Eligible Per- son, and Insurer. S.C. Code Ann. § 38-51-120. 6. Compensation to Administrator. When Administrator adjusts or settles Claims, the compensa- tion to Administrator with regard to these policies may in no way be contingent on Claim experience. This section does not prevent the compensation of Administrator from being based on charges collected or num- ber of Claims paid or processed. S.C. Code Ann. § 38-51-110. 7. Claims Payment. All Claims paid by Administrator from funds collected on behalf of Insurer must be paid only on drafts of and as authorized by Insurer. S.C. Code Ann. § 38-51-100. 8. Books and Records Required. Administrator shall maintain at its principal office for the duration of the Agreement and five years thereafter adequate books and records of all transactions among Adminis- trator, Insurer, and Eligible Persons. The books and records must be maintained in accordance with prudent standards of insurance record keeping. The director or his designee shall have access to the books and records for the purpose of examination, audit, and inspection, and information from the records must be furnished to the director or his designee on demand. Any trade secrets contained therein, including, but not limited to, the identity and addresses of policyholders and certificate holders, are confidential, except that the director or his designee may use the information in any proceedings instituted against Administrator. Insurer shall retain the right to continuing access to the books and records of Administrator sufficient to 161 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 permit Insurer to fulfill all of its contractual obligations to Eligible Person subject to any restrictions in the Agreement on the proprietary rights of the Parties in such books and records. S.C. Code Ann. § 38-51-60. 9. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. S.C. Code Ann. § 38-51-80. 10. Charges or Premiums. The Parties agree that Administrator will not collect insurance charges or premiums on behalf of or for Insurer. Return premiums received from Insurer, if any, must be held by Administrator in a fiduciary capacity. The funds must be immediately remitted to the person entitled thereto or deposited promptly in a fiduciary bank account established and maintained by Administrator. If charges or premiums so deposited are collected on behalf of or for more than one insurer, Administrator shall cause the bank in which the fiduciary account is maintained to keep records clearly recording the deposits in and withdrawals from the account on behalf of or for each insurer. Administrator shall promptly obtain and keep copies of all records and, upon request of Insurer, furnish Insurer with copies of the records pertaining to deposits and withdrawals on behalf of or for Insurer. Administrator may not pay any Claim by withdraw- als from the fiduciary account. Withdrawals from the account may be made, as provided in the Agreement between Administrator and Insurer, for (1) remittance to an insurer entitled thereto; (2) deposit in an account maintained in the name of Insurer; (3) transfer to and deposit in a Claims -paying account with Claims to be paid as provided in § 38-51-100; (4) payment to a group policyholder for remittance to the insurer entitled thereto; (5) payment to Administrator of its commission, fees, or charges; or (6) remittance of return pre- miums to the person entitled thereto. S.C. Code Ann. § 38-51-90. 162 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 SOUTH DAKOTA TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of South Dakota, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required in order to include the requirements of South Dakota Codified Laws § 58-29D-5 in the Agreement to the extent such requirements are applicable to the services provided by Administrator under the Agreement, and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of South Dakota and Insurer is an "insurer" as defined in South Dakota Codified Laws § 58-29D-3. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. S.D. Codified Laws § 58-2913-5. 4. Fiduciary Account and Payment of Claims. 4.1 The Parties agree that Administrator will not collect premiums or charges for insurance paid by or on behalf of any Eligible Person for Insurer. Payment of return premiums or Claim payments forwarded by Insurer to Administrator, if any, may not be deemed to have been paid to the Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Nothing in this section limits any right of Insurer against Administrator resulting from the failure of Administrator to make pay- ments to Insurer, Eligible Persons or claimants. S.D. Codified Laws § 58-29D-7. 4.2 Return of premiums received from Insurer, if any, shall be held by Administrator in a fi- duciary capacity. Such funds shall be immediately remitted to the person or persons entitled to them or shall be deposited promptly in a fiduciary account established and maintained by Administrator in a federally or state Eligible Person financial institution. The Agreement between Administrator and Insurer provides for Administrator to periodically render an accounting to Insurer detailing all transactions performed by Ad- ministrator pertaining to the business underwritten by Insurer. S.D. Codified Laws § 58-2913-14. 4.3 If charges or premiums are deposited in a fiduciary account and have been collected on behalf of or for one or more insurers, Administrator shall keep records clearly recording the deposits in and withdrawals from the account on behalf of each insurer. Administrator shall keep copies of all the records and, upon request of Insurer, shall furnish Insurer with copies of the records pertaining to such deposits and withdrawals. S.D. Codified Laws § 58-29D-15. 4.4 Administrator may not pay any Claim by withdrawals from a fiduciary account in which premiums or charges are deposited. Withdrawals from such account shall be made as provided in the Agree- ment between Administrator and Insurer. The Agreement shall address the following: (1) Remittance to an 163 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 insurer entitled to remittance; (2) Deposit in an account maintained in the name of the insurer; (3) Transfer to and deposit in a Claims -paying account, with Claims to be paid as provided for in S.D. Codified Laws § 58-29D-17; (4) Payment to a group policyholder for remittance to the insurer entitled to such remittance; (5) Payment to Administrator of its commissions, fees or charges; or (6) Remittance of return premium to the person or persons entitled to such return premium. S.D. Codified Laws § 58-2913-16. 5. Insurer Responsibilities. 5.1 Insurer shall be responsible for determining the Covered Products, premium rates, under- writing criteria and Claims payment procedures applicable to such coverage and for securing reinsurance, if any. The rules pertaining to these matters, if applicable, shall be provided, in writing, by Insurer to Ad- ministrator. The responsibilities of Administrator as to any of these matters shall be set forth in Agreement. It is the sole responsibility of Insurer to provide for competent administration of its programs. S.D. Codified Laws § 58-2913-13. 5.2 In cases where Administrator administers Covered Products for more than one hundred certificate holders on behalf of Insurer, Insurer shall, at least semiannually, conduct a review of the opera- tions of Administrator. At least one such review shall be an on-site audit of the operations of Administra- tor. S.D. Codified Laws § 58-29D-13. 6. Compensation to Administrator. Administrator may not enter into any agreement or understand- ing with Insurer in which the effect is to make the amount of Administrator's commissions, fees or charges contingent upon savings effected in the adjustment, settlement and payment of losses covered by Insurer's obligations. This section may not prevent the compensation of Administrator from being based on charges collected or the number of Claims paid or processed. S.D. Codified Laws § 58-29D-18. 7. Notifications and Disclosures. 7.1 Administrator shall provide a written notice approved by insurer to Eligible Members ad- vising them of the identity of, and relationship among, Administrator, the Eligible Person and Insurer. S.D. Codified Laws § 58-29D-19. 7.2 When Administrator collects funds, the reason for collection of each item must be identi- fied to Eligible Person and each item must be shown separately. Additional charges may not be made for services to the extent the services have been paid for by Insurer. S.D. Codified Laws § 58-2913-19. 7.3 Administrator shall disclose to Insurer all charges, fees and commissions received from all services in connection with the provision of administrative services for Insurer, including any fees or com- missions paid by insurers providing reinsurance. S.D. Codified Laws § 58-29D-19. 8. Delivery of Written Communications. Administrator agrees that any policies, certificates, book- lets, termination notices or other written communications delivered by Insurer to Administrator for delivery to Eligible Persons shall be delivered by Administrator promptly after receipt of instructions from Insurer to deliver them. S.D. Codified Laws § 58-29D-20. 9. Records. 164 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 9.1 Administrator shall maintain and make available to Insurer complete books and records of all transactions performed on behalf of Insurer. The books and records shall be maintained in accordance with prudent standards of insurance record keeping and must be maintained for a period of not less than five (5) years from the date of their creation. S.D. Codified Laws § 58-29D-8. 9.2 The Director of the South Dakota Division of Insurance shall have access to books and records maintained by Administrator for the purposes of examination, audit, and inspection. Any trade secrets contained in such books and records, including the identity and addresses of policyholders and cer- tificate holders, shall be kept confidential, except that the director may use such information in any pro- ceeding instituted against Administrator. S.D. Codified Laws § 58-29D-10. 9.3 Insurer shall own the records generated by Administrator pertaining to Insurer. However, Administrator shall retain the right to continuing access to books and records to permit Administrator to fulfill all of its contractual obligations to Eligible Persons, claimants, and Insurer. S.D. Codified Laws § 58-29D-10. 9.4 In the event the Insurer and Administrator cancel their agreement, notwithstanding the pro- visions of S.D. Codified Laws § 58-29D-8, Administrator may, by written agreement with the Insurer, transfer all records to a new administrator rather than retain them for five years. In such cases, the new administrator shall acknowledge, in writing, that it is responsible for retaining the records for the prior administrator as required in S.D. Codified Laws § 58-29D-8. S.D. Codified Laws § 58-29D-11. 10. Advertising. Administrator may use only such advertising pertaining to the business underwritten by an insurer as has been approved in writing by Insurer in advance of its use. S.D. Codified Laws § 58- 2913-12. 11. Termination. Insurer or Administrator may, with written notice, terminate the written Agreement for cause as provided in the Agreement. Insurer must fulfill any lawful obligations with respect to policies affected by the written Agreement, regardless of any dispute between Insurer and Administrator. Insurer must file the notice and the reason for termination with the Director of the South Dakota Division of Insur- ance within thirty days of such termination. 165 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 TEXAS TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Texas, "Administrator" shall mean RIGHTWAY, and "Insurer" shall mean "Client" as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Insurer agree as follows: 1. Applicability. This Addendum is required by Texas Insurance Code § 4151.102, to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such re- quirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Texas and Insurer is an insurer, plan, or plan sponsor as defined in Texas Insurance Code § 4151.001(2). 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Duties of Insurer. Insurer shall be responsible for determining the Covered Products, premium rates, underwriting criteria, and Claims payment procedures applicable to such coverage and for securing reinsurance, if any. The rules pertaining to these matters (as applicable) must be provided, in writing, by Insurer to Administrator. The responsibilities of Administrator as to any of these matters shall be set forth in the Agreement. It shall be the sole responsibility of Insurer to provide for competent administration of its programs. Tex. Ins. Code § 4151.1042(a), (b). 4. Claims Payment. 4.1 The Parties agree that Administrator will not receive premiums or contributions paid by or on behalf of an Eligible Person or Eligible Person for Insurer. Tex. Ins. Code § 4151.105(a)(1). 4.2 The payment of Claims by Insurer to Administrator, if any, shall not be deemed payment to an Eligible Person or claimant until such payments are received by the Eligible Person or claimant. Noth- ing herein shall limit any right of Insurer against Administrator resulting from its failure to make payments to Eligible Persons or claimants. Tex. Ins. Code § 4151.105(a)(2), (b). 4.3 To the extent Administrator pays a Claim from money collected for or on behalf of Insurer, such Claim shall be paid by on drafts or checks of and as authorized by Insurer. Tex. Ins. Code§ 4151.111(b). 4.4 Administrator may not pay a Claim from a fiduciary bank account established under Sec- tion Tex. Ins. Code § 4151.107. Tex. Ins. Code § 4151.109. 5. Record Retention. 5.1 The Agreement. Administrator and Insurer agree to retain a copy of the Agreement as part of their official records for the term of the Agreement and five (5) years thereafter. Tex. Ins. Code§ 166 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. Docusign Envelope ID: 921 F7A24-D5CE4BCC-9F3C-5E7844661266 4151.103(a). In the event a policy or plan document is issued to a trust, a copy of the trust agreement, and any amendment thereto, becomes part of the Agreement. Tex. Ins. Code§ 4151.102(b). 5.2 Maintenance. During the term of the Agreement and for at least five (5) years thereafter, Administrator shall maintain at its principal office adequate books and records among Administrator, In- surer, and Eligible Persons in accordance with prudent standards of insurance recordkeeping. Tex. Ins. Code § 4151.112. Upon termination of the Agreement, Administrator shall (i) deliver the books and records to a successor administrator or if there is not a successor administrator, to Insurer, and (ii) provide written notice to the Commissioner of Insurance of the Texas Department of Insurance of the location of the books and records. Tex. Ins. Code § 4151.114. 5.3 Insurer Access. Insurer is entitled to continuing access to Administrator's books and rec- ords sufficient to permit Insurer to fulfill all of its contractual obligations to Eligible Persons, subject to any restrictions in the Agreement on the proprietary rights of the Parties in Administrator's books and rec- ords. Tex. Ins. Code § 4151.113. If Administrator administers Covered Benefits for more than one hundred certificate holders on behalf of Insurer, Insurer may, at least semiannually, conduct a review of the opera- tions of Administrator. At least biennially, Insurer may conduct an on-site audit of the operations of Ad- ministrator. Tex. Ins. Code § 4151.1042(c). 5.4 Texas Insurance Commissioner Access. Administrator acknowledges that Texas Insurance Code § 4151.103(b) provides that the "[o]n written request by the commissioner, the administrator shall make the written agreement available for inspection by the commissioner or the commissioner's de- signee." Administrator further acknowledges that Texas Insurance Code § 4151.113 provides that "[fJor the purpose of examination, audit, and inspection, the administrator shall provide to the commissioner and the commissioner's designee access to the books and records maintained as required by Section 4151.112." 5.5 Confidentiality of Patient Information. Administrator shall maintain all data that identifies an Eligible Person in a confidential manner that prevents disclosure to a third party unless the disclosure is otherwise permitted by Law, and shall not sell a list of Eligible Persons that contains information that can be used to identify an individual Eligible Person. Tex. Ins. Code § 4151.153. 6. Adjudication of Claims. Administrator shall adjudicate a Claim not later than the 60a day after the date on which it receives valid proof of loss in connection with the Claim. Tex. Ins. Code § 4151.111(a). 7. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Insurer. Insurer understands and agrees that all underwriting decisions pertaining to the Plan are solely the responsibility of Insurer. Tex. Ins. Code §§ 4151.102(a-1), 4151.110. 8. Advertising. Administrator may use advertising relating to the business underwritten by Insurer only to the extent that the advertising has been approved by Insurer before the advertising is used. Tex. Ins. Cade§ 4151.116. 9. Notice to Eligible Persons and ID Cards. Administrator shall provide a written notice approved by Insurer to Eligible Persons (i) advising them of the identity of, and relationship among, Administrator, Eligible Person, and Insurer. Tex. Ins. Code § 4151.104(a), (b). Administrator shall issue an identification card to each Eligible Person not later than 30 days after the date Administrator receives notice that an individual is an Eligible Person. The identification card must contain the information identified by statute. Tex. Ins. Code § 4151.152. 167 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 10. Compensation. Administrator and Insurer agree that the compensation that is payable to Admin- istrator under the Agreement may not be based on the savings accruing to Insurer because of adverse de- terminations regarding Claims for Covered Products, reductions of or limitations of Covered Products, or other analogous actions that are made or taken by Administrator. This section shall not prevent Adminis- trator's compensation from being based on a percentage of the charges Administrator collects or the number of Claims paid or processed. Tex. Ins. Code § 4151.117. 11. Confidentiality. Administrator shall maintain information that identifies an individual covered by a plan as confidential, in accordance with Texas Insurance Code § 4151.115. 12. Agreements Between Administrators and Employers. Administrator does not collect contribu- tions, adjust workers' compensation Claims, or settle workers' compensation Claims. Tex. Ins. Code § 4151.254. 13. Certain Funds Collected or Received by Administrator. Administrator does not collect any premium or contribution for Insurer for insurance coverage. Administrator holds in a fiduciary capacity return premium Administrator receives from Insurer, if any. Tex. Ins. Code § 4151.106. 14. Delivery or Deposit of Certain Funds Received by Administrator. 14.1 On receiving a return premium, if applicable, Administrator shall: (1) timely deliver the funds to the person entitled to the funds according to terms of the Agreement; or (2) promptly deposit the funds in a fiduciary bank account established and maintained by Administrator. Tex. Ins. Code § 4151.107(a). 14.2 If premiums or contributions deposited in a fiduciary bank account were collected on be- half of more than one insurer, plan, or plan sponsor, Administrator shall: (1) maintain records that clearly record separately the deposits to and withdrawals from the account on behalf of Insurer; and (2) on request of Insurer, provide to Insurer a copy of the records relating to deposits and withdrawals on behalf of Insurer or plan. Tex. Ins. Code § 4151.107(b). 14.3 The requirements of Tex. Ins. Code § 4151.107(b): (1) are in addition to requirements of any other federal or state law; and (2) do not authorize the commingling of funds if otherwise prohibited by law. Tex. Ins. Code § 4151.107(c). 15. Withdrawals From Fiduciary Account. A withdrawal from a fiduciary bank account established under Section Tex. Ins. Code § 4151.107 may be made only as provided in the Agreement for any of the following purposes: (1) delivery to Insurer entitled to payment; (2) deposit in an account controlled and maintained in the name of Insurer; (3) transfer to and deposit in a Claims payment account for payment of a Claim as provided by Section Tex. Ins. Code § 4151.111; (4) payment to a group policyholder for delivery to the insurer entitled to payment; (5) payment to Administrator of Administrator's commission, fees, or charges; (6) delivery of a return premium to any person entitled to payment; or (7) payment of a premium for stop -loss or excess loss insurance. Tex. Ins. Code § 4151.108. 16. Discount Health Care Programs. Administrator may not require a Practitioner to accept or pro- cess claims under a discount health care program unless the Practitioner has agreed to do so in writing, and M 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 must not condition participating in any of its networks on the Practitioner's agreement to process discount health care program claims. Tex. Ins. Code § 4151.154. 169 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 WISCONSIN TPA REGULATORY ADDENDUM With respect to the following provisions required by the State of Wisconsin, "Administrator" shall mean RIGHTWAY, and "Principal" shall mean Client as that term is defined in the Agreement. Notwithstanding anything in the Agreement to the contrary, Administrator and Principal agree as follows: 1. Applicability. This Addendum is required by Wisconsin Administrative Code (Insurance) §§ 8.22 to 8.32 and Wisconsin Statutes Annotated §§ 633.01 to 633.12, to the extent such requirements are applicable to the services provided by Administrator under the Agreement and such requirements are not already addressed in the Agreement. This Addendum applies to the extent Eligible Person(s) reside in the State of Wisconsin and Client is a "Principal' as defined in Wisconsin Statute Annotated § 633.01. 2. General. In the event of a direct conflict between this Addendum and the Agreement, the applica- ble provisions of this Addendum shall control if required. Absent such direct conflict, the terms and con- ditions of the Agreement shall remain in full force and effect. Capitalized terms not defined in this Adden- dum shall have the same meaning as set forth in the Agreement. This Addendum may be modified from time to time pursuant to the Agreement. 3. Written Agreement Necessary. The written Agreement between Administrator and Principal must be in place before Administrator may act in the capacity of a third party administrator to Princi- pal. Administrator and Principal shall each retain a copy of the Agreement for the duration of the Agree- ment and for 5 years thereafter. Wis. Stat. § 633.04. 4. Examination of Books and Records. 4.1 The Office of the State of Wisconsin Commissioner of Insurance may examine, audit or accept an audit of the books and records of Administrator as provided for examination of licensees under Wis. Stat. § 601.43(1), (3), (4), and (5), to be conducted as provided in Wis. Stat. § 601.44, and with costs to be paid as provided in Wis. Stat. § 601.45. Wis. Stat. § 633.06(1). 4.2 Principal may inspect the books and records of Administrator, subject to any restrictions set forth in Wisconsin Statute §§ 146.81 to 146.835 and in the Agreement required under Wisconsin Statute § 633.04, for the purpose of enabling Principal to fulfill its contractual obligations to Eligible Person(s). Wis. Stat. § 633.06(2). 5. Payment to Administrator. The Parties agree that Administrator will not collect any premium or charge paid by or on behalf of an Eligible Person for Principal. Payment of a Claim by Principal to Ad- ministrator, if any, is not payment to an Eligible Person until the payment is received by the Eligible Person. This section does not limit any right of Principal against Administrator for failure to make payments to Principal or Eligible Person. Wis. Stat. § 633.05. 6. Approval of Advertising. Administrator may not use any advertising for a plan underwritten by Principal unless Principal approves the advertising in advance. Wis. Stat. § 633.07. 7. Underwriting. The Parties agree that Administrator does not provide any underwriting services to Principal. Principal understands and agrees that all underwriting decisions pertaining to the plan are solely the responsibility of Principal. Wis. Stat. Ann. §§ 633.04(6) and 633.08. 170 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 8. Accounts. 8.1 Administrator shall hold in a fiduciary capacity all moneys that Administrator collects or receives on behalf of other persons. Within two (2) business days after collection or receipt of such moneys, Administrator either shall pay the moneys to the persons entitled to them or shall deposit the moneys in a fiduciary account established and maintained by Administrator in a financial institution. Wis. Stat. § 633.09(1). 8.2 Administrator shall maintain fiduciary account records in accordance with generally ac- cepted accounting principles. Administrator shall retain the fiduciary account records pertaining to Princi- pal for at least five (5) years beginning on the date of creation of the records. If Administrator deposits in a fiduciary account moneys that Administrator has collected on behalf of more than one Principal, Admin- istrator shall keep records of the account that clearly indicate deposits made under Wisconsin Statute § 633.09(1) and withdrawals made under Wisconsin Statute § 633.09(4) on behalf of each Principal. Upon request by Principal, Administrator shall provide Principal copies of those portions of the records pertaining to deposits and withdrawals made on behalf of Principal and shall otherwise permit inspection by Principal as provided under Wisconsin Statute § 633.06(2). Wis. Stat. § 633.09(2). 8.3 Interest earned on moneys deposited in a fiduciary account is the property of Principal unless otherwise provided in the Agreement. Wis. Stat. § 633.09(3). 8.4 Administrator may not pay any Claim by withdrawal from a fiduciary account. Adminis- trator may make the following payments from a fiduciary account: (1) To Principal, the funds belonging to Principal; (2) To a plan policyholder for payment to Principal, the funds belonging to Principal; (3) To an Eligible Person, the funds belonging to the Eligible Person; (4) To another account maintained in the name of Principal, the funds belonging to Principal; (5) To a Claims paying account, the funds belonging to Principal for payment of Claims owed by Principal; (6) To Administrator, commissions, fees or charges owed Administrator by Principal. Wis. Stat. § 633.09(4). 9. Payment of Claims. Administrator shall pay Claims from funds paid to the Claims paying account under Wisconsin Statute § 633.09(4)(b) on drafts or checks authorized in advance by Principal. Wis. Stat. § 633.10. 10. Claim Adjustment Compensation. If Administrator adjusts or settles Claims, the commission, fees or charges that Principal pays Administrator may not be based on the plan's loss experience. This does not prohibit compensation based on charges collected or amount of Claims paid or processed by Adminis- trator. Wis. Stat. § 633.11. 11. Notification. Administrator shall prepare sufficient copies of a written notice approved in advance by Principal for distribution to all Eligible Persons and shall either distribute the copies to the Eligible Persons or provide copies to the Principal to do so. Written notice shall contain: (a) Names and addresses of Administrator and Principal; (b) An explanation of the rights and responsibilities of Administrator, Prin- cipal, and Eligible Persons; and (c) A statement of the extent to which the plan is Eligible Person or self - Eligible Person, and explanation of the terms "Eligible Person" and "self -Eligible Person." Wis. Stat. § 633.12(1). 12. Licensure. Administrator is licensed as provided in Wisconsin Statute § 633.13. 171 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 EXHIBIT 7 BUSINESS ASSOCIATE AGREEMENT This BUSINESS ASSOCIATE AGREEMENT (this "BAA"), dated as of October 1, 2025 (the "Effective Date"), is entered into by and between Indian River County Board of County Commissioners, on behalf of its group health plan ("Covered Entity"), and Rightway Healthcare, Inc., a Delaware corporation ("Business Associate" and, together with Covered Entity, the "Parties"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the federal Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160, subpart A and Part 164, subparts A and E (the "Privacy Rule"), the federal Security Standards, 45 C.F.R. Part 160, subpart A and Part 164, subparts A and C (the "Security Rule"), or 45 C.F.R. Part 160, subpart A and Part 164, subpart D (the "Breach Notification Rule", and, collectively with the Privacy Rule and the Security Rule, the "HIPAA Rules"), as each may be amended from time to time. RECITALS WHEREAS, Covered Entity is subject to (a) the federal Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d — 1320d-8, as amended from time to time ("HIPAA"), and is required to safeguard individually identifiable health information Covered Entity creates, receives, maintains or transmits in accordance with the requirements HIPAA establishes, and (b) the requirements set forth in the Health Information Technology for Economic and Clinical Health Act and any regulations promulgated thereunder; WHEREAS, Covered Entity desires to engage Business Associate, and Business Associate desires, to perform pharmacy benefits management services for Covered Entity pursuant to one or more written agreements, including any amendments thereto (collectively, "Agreement") with Business Associate ("the Services"), which may involve Business Associate's use or disclosure of Protected Health Information created, received, maintained or transmitted by Business Associate for or on behalf of Covered Entity (collectively, "PHP'); and WHEREAS, this BAA is intended to comply with the requirements for business associate agreements under the HIPAA Rules and shall be construed to achieve compliance with those requirements. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE 1.1 Limits on Use and Further Disclosure Established by Agreement or by Law. Business Associate hereby agrees that any PHI provided or made available by Covered Entity shall not be further used or disclosed other than as permitted or required by this BAA or as required by law. To the extent Business Associate is to carry out any of Covered Entity's obligation under the Privacy Rule, Business Associate shall comply with the requirements of the Privacy Rule that apply to Covered Entity in the performance of such obligation, 172 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 1.2 Appropriate Safeguards. Business Associate will use appropriate safeguards, and comply with the Security Rule with respect to electronic PHI, to prevent use or disclosure of the PHI, other than as provided for by this BAA. 1.3 Reports of Improper Use or Disclosure. Business Associate hereby agrees that it shall promptly report to Covered Entity any use or disclosure of PHI not provided for or allowed by this BAA. This provision shall apply to breaches of unsecured PHI as required by 45 C.F.R. § 164.410, and any security incident of which it becomes aware that results in the unauthorized use, disclosure, modification or destruction of electronic PHI. This provision shall be deemed notice of all other Security Incidents, for which no further reporting shall be required. 1.4 Subcontractors. In accordance with 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Business Associate hereby agrees to enter into written agreements with any subcontractors that create, receive, maintain or transmit PHI on behalf of Business Associate, and the terms of such agreements shall incorporate the applicable restrictions, conditions and requirements that apply to Business Associate with respect to such information as set forth herein. 1.5 Right of Access to Information. Business Associate hereby agrees to make available all PHI in a Designated Record Set, as that term is defined in 45 C.F.R. § 164.501, to the "Covered Entity" or the "Individual" or the "Individual's designee", as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.524. The obligations of Business Associate in this Section 1.5 apply only to PHI in Designated Record Sets in Business Associate's possession or control. 1.6 Amendment and Incorporation of Amendments. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. § 164.526, or to take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.526. The obligations of Business Associate in this Section 1.6 apply only to PHI in Designated Record Sets in Business Associate's possession or control. 1.7 Provide Accounting. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures to the "Covered Entity" or "individual" as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.528, which describes the requirements applicable to an Individual's request for an accounting of disclosures of PHI relating to the Individual. 1.8 Access to Books and Records. Business Associate hereby agrees to make its internal practices, books, and records relating to the use or disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity, available to the Secretary of the Department of Health and Human Services ("HHS"), or the Secretary's designee, for purposes of determining compliance with the HIPAA Rules. ARTICLE H PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE 2.1 Stated Purposes. Business Associate is permitted to use and/or disclose PHI only as necessary to perform the Services (the "Stated Purpose") and otherwise permitted herein. 2.2 As Required by Law. Business Associate may use or disclose PHI as required by law. 173 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 2.3 Other Permitted Uses and Disclosures. In addition to the Stated Purposes for which Business Associate may use or disclose PHI, Business Associate may use or disclose PHI provided or made available by Covered Entity for the proper management and administration of Business Associate or to carry out legal responsibilities of Business Associate. Notwithstanding the foregoing, such a disclosure is permitted; provided that: a. The disclosure is required by law; or b. (i) Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed (the "Disclosee") that it will be held confidentially and used or further disclosed only as required by law or for the purposes for which it was disclosed to the Disclosee, (ii) the Disclosee will use appropriate safeguards to prevent use or disclosure of the PHI; and (iii) the Disclosee promptly notifies Business Associate of any instance of which the Disclosee is aware in which the confidentiality of the information has been breached. 2.4 Minimum Necessary. Business Associate agrees to make uses, disclosures and requests of PHI in accordance with the minimum necessary standard of the Privacy Rule. ARTICLE III TERM AND TERMINATION 3.1 Term. The term of this BAA shall commence as of the Effective Date and shall terminate upon termination of the Services in accordance with the Agreement or in accordance with the terms of this Article III. 3.2 Termination for Breach. In the event that Covered Entity has knowledge of a material breach of this BAA by Business Associate, Covered Entity may immediately terminate this BAA and the Services if the breach is not curable. 3.3 Obligations of Business Associate Upon Termination. Upon termination of this BAA for any reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall, unless required by law to retain the PHI, return or destroy the PHI The obligations of Business Associate under this Section 3.3 shall survive the termination of this BAA. ARTICLE IV MISCELLANEOUS This BAA cannot be amended except by mutual written agreement of Covered Entity and Business Associate. This BAA shall be binding on the Parties and their successors and assigns, but neither Party may assign this BAA without the prior written consent of the other, which consent shall not be unreasonably withheld. This BAA shall be incorporated into the Agreement, and the provisions of the Agreement that apply to this BAA shall apply as of the Effective Date of this BAA. The Parties have not created and do not intend to create by this BAA any third party rights under this BAA. If any provision of this BAA, or any other agreement, document or writing pursuant to or in connection with this BAA, is found by a court of competent jurisdiction to be wholly or partially invalid or unenforceable, the remainder of this BAA shall remain in full force and effect. No term or provision of this BAA shall be deemed waived and no breach 174 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 excused unless such waiver or excuse of breach is in writing, signed by the Party against who such waiver or excuse is claimed. (Remainder of page intentionally left blank; signature page follows) 175 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 IN WITNESS WHEREOF, the Parties have caused this BAA to be signed and delivered by their duly authorized representatives as of the Effective Date. COVERED ENTITY Indian River County Board of County CoplEip►4iiiiiew; Attest: Ryan L. Butler, Clerk of By: 9- Z. Circuit Court and Comptroner N e: . ogM2 j;h E. Mescher.c By. Title: mit • •'' Er+ Cotliir, Clerk ' Date: SepUffber 15, 2025 BUSINESS ASSOCIATE Rightway Healthcare, Inc. DoeuSigned by: By: ,ja -,tt, Ft,l, .aan, Name: Jordan Feldman Title: CEO Date: 9/17/2025 176 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 EXHIBIT 8 CARE NAVIGATION SERVICES ROI ASSURANCE METHODOLOGY AND TERMS FOR AVOIDANCE OF DOUBT, THIS EXHIBIT 8 DOES NOT APPLY TO PHARMACY BENEFIT MANAGEMENT SERVICES A. RIGHTWAY Care Navigation Services ROI Guarantee To ensure Client using the Care Navigation Services receives significant value, RIGHTWAY strives to assure the total cost savings in a twelve (12) month period will be equal to or greater than two times (2X) an amount equal to the total fees paid for Care Navigation Services during such period (calculated and determined annually as provided below). The ROI is determined as a fraction, the numerator of which is the total cost savings during a twelve (12) month period and the denominator of which is the total fees paid by Client during the same twelve (12) month period. If the total cost savings divided by total fees equals or exceeds two (2.0), then RIGHTWAY and Client have achieved the minimum ROI. However, if the total cost savings divided by total fees is less than two (2.0), RIGHTWAY has not met its ROI objective. If RIGHTWAY has not met its ROI objective, then RIGHTWAY will credit that portion of the Client's fees equal to the lesser of. (a) twenty-five percent (25%) of total fees paid for the applicable twelve (12) month period, or (b) the amount of fees necessary for the ROI to equal two (2.0) for the applicable twelve (12) month period. For purposes of determining the total cost savings to Client, the ROI calculation is based on the below chart titled "Financial Impact of RIGHTWAY Navigation Services." The RIGHTWAY Care Navigation Services have fourteen (14) potential benefit activities, and each particular activity has a cost savings value to the Client (for example, a telemedicine referral generally saves a Client $150 per referral). To determine the total cost savings for a given twelve (12) month period, RIGHTWAY first multiplies the number of Authorized User interactions in each activity by the cost savings for such activity, and then sums the total cost savings across all fourteen (14) activity categories. This cost savings total becomes the numerator in the ROI calculation. For example, if Client hasten (10) Authorized User engagements with the "emergency room redirect" category, the total cost savings would be $12,500. If Client also has ten (10) Authorized User engagements with "telemedicine referral" then the total cost savings would be $14,000 ($12,500 for emergency room redirect plus $1,500 for telemedicine referral). After determining the total cost savings for a twelve (12) month period, RIGHTWAY divides the total cost savings by the total fees paid to RIGHTWAY for such period. If the resulting quotient is two (2.0) or higher, RIGHTWAY and Client have satisfied the ROI objective. If the resulting quotient is less than two (2.0), then RIGHTWAY will provide Client with the applicable fee credit provided above. Client agrees to provide timely and accurate access to all necessary data, records, and personnel required for the evaluation and reconciliation of ROI. Failure to provide such cooperation may result in a waiver of any fee credits related to ROI shortfalls. Notwithstanding the foregoing, the cost savings values for each 177 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. Docusign Envelope ID: 921 F7A24-D5CE-4BCC-9F3C-5E7844661266 activity in the "Financial Impact of RIGHTWAY Navigation Services" may be subject to re-evaluation and adjustment annually to reflect changes in market conditions, inflation, published care standards, or other relevant factors. RIGHTWAY reserves the right to enact such adjustments to the cost savings values for each activity at the beginning of each Contract Year during the Initial Term. Adjustments (if any) will be based on objective data for current economic conditions, will be communicated in writing to Client, and will only apply prospectively to applicable ROI calculations. RIGHTWAY will monitor and evaluate the ROI quarterly during the Initial Tenn based on the metrics provided in this Exhibit 8 (Care Navigation Services ROI Assurance Methodology and Terms). At the end of each Contract Year during the Initial Tenn, RIGHTWAY will calculate the fee credit earned for such period (if any) and apply such fee credit to future monthly invoices (until the applicable fee credit is reduced to zero). The fee credit may be used only to offset, reduce, and pay amounts due under this Agreement. Upon termination or expiration of the Agreement, any unused fee credit will expire. FINANCIAL MWACT OF RIGHTWAY NAVIGATION SERVICES Domain WvlYasbn arekaa Coq aavkga I.- Cost care TeNmebcne referral 6150 Shoppabro VrocWwes $5.000 Hearth atera y coaching 5100 n -network specisists $70 Emergency room redirom $1.250 knagng redirects 51,250 mecbcar tnage 5300 poprlaIi hearth Entry to pmwy care 5312 per year Entry to bgeviwal healthcare — high risk 53)50 per year Entry to behavioral healthcare — a -rage risk 5900 per year Hgh-risk member memagMMnt 5600 per month Member support as @ is mo` y S60 &e advocacy (average) S504 Cue pans S90 B. Minimum Conditions for ROI Assurance. To be eligible for the ROI assurance provided in this Agreement, Client agrees to maintain the following minimum requirements during each Contract Year of the Initial Tenn. Failure to adhere to these requirements may impact Client's eligibility for the ROI benefits: • Client agrees to maintain a monthly average of at least one -thousand (1,000) self-insured, benefit enrolled Authorized Users. • Client agrees to provide RIGHTWAY with medical claims data on a weekly or monthly basis as well as twenty-four (24) months of historical claims prior to Client's launch with RIGHTWAY. All claims data must be personally -identifiable (e.g. name, gender, and date -of -birth) such that RIGHTWAY can associate an Authorized User's medical history with their user profiles, thus enabling RIGHTWAY's clinical teams to perform personalized care navigations when contacted by an Authorized User. Medical claims must include diagnoses (ICD codes), procedures performed (CPT codes), paid amount, and ideally will include the provider of record (NPI number). 178 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. Docusign Envelope ID: 921F7A24-D5CE-4BCC-9F3C-5E7844661266 • Client agrees to securely transmit applicable claims data files to RIGHTWAY via mutually - approved SFTP or API methods. The claims data files must also adhere to RIGHTWAY's Claims file standards, including any formatting, content, and transmission specifications provided by RIGHTWAY to ensure the accuracy and completeness of the data for clinical analysis. • CIient agrees to materially adhere to RIGHTWAY's onboarding and ongoing communications strategy intended to drive Authorized User activation and engagement. • Client will allow RIGHTWAY to proactively outreach to Client's Authorized Users (based on mutually -agreed messaging) regarding the applicable Care Navigation Services. • Client agrees not to terminate the Agreement prior to completion of the then -current Contract Year of the Initial Term (i.e., ROI does not apply to mid -year terminations). • The ROI assurance is only available during the Initial Term of the Agreement. 179 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.