Common use of Detrimental Activity Clause in Contracts

Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee. Xxxx Health, Inc. By: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. Dated: Xxxxxxx’s Signature Xxxxxxx’s name and address: Exhibit A to RSU Agreement

Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee. Xxxx Health, Inc. By: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee Optionee (including through an online acceptance process) is acceptable. Dated: XxxxxxxOptionee’s Signature XxxxxxxOptionee’s name and address: Exhibit C Form of Service-Based Restricted Stock Unit Award – Annual Awards RESTRICTED STOCK UNIT AWARD AGREEMENT (THE “AGREEMENT”) FOR COMPANY EMPLOYEES UNDER XXXX HEALTH, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: Number of Restricted Stock Units: Grant Date: Pursuant to the Xxxx Health, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Stock Plan”), Xxxx Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units identified above (an “Award”) to the Grantee named above, subject to the terms and conditions of this Agreement and Xxxxxxx’s acceptance hereof. Each Restricted Stock Unit shall entitle the holder thereof upon vesting to one share of the Company’s Class A to RSU AgreementCommon Stock, par value $0.0001 per share (the “Stock”).

Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee. Xxxx Health, Inc. By: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. Dated: ____________________________ Xxxxxxx’s Signature Xxxxxxx’s name and address: Exhibit A to RSU Agreement

Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee. Xxxx Health, Inc. By: Title: The foregoing Agreement is hereby accepted accepted, and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. Dated: Xxxxxxx’s Signature Xxxxxxx’s name and address: Exhibit D Form of Performance-Based Restricted Stock Unit Award RESTRICTED STOCK UNIT AWARD AGREEMENT (THE “AGREEMENT”) FOR COMPANY EMPLOYEES UNDER THE XXXX HEALTH, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: Target Number of Units: Grant Date: Pursuant to the Xxxx Health, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Stock Plan”), Xxxx Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units (an “Award”) to the Grantee named above in the amount of the Target Number of Units identified above (the “Target Units”), subject to the Grantee being eligible to earn the Adjusted Units, as determined by the Administrator in accordance with Exhibit A hereto and subject to RSU Agreementthe terms and conditions of this Agreement and Xxxxxxx’s acceptance hereof. Each Restricted Stock Unit shall entitle the holder thereof upon vesting to one share of the Company’s Class A Common Stock, par value $0.0001 per share (the “Stock”).

Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee. Xxxx Health, Inc. By: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee Optionee (including through an online acceptance process) is acceptable. Dated: Xxxxxxx____________________________ Optionee’s Signature XxxxxxxOptionee’s name and address: Exhibit C Form of Service-Based Restricted Stock Unit Award – Annual Awards RESTRICTED STOCK UNIT AWARD AGREEMENT (THE “AGREEMENT”) FOR COMPANY EMPLOYEES UNDER XXXX HEALTH, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: ________________ Number of Restricted Stock Units: ________________ Grant Date: ________________ Pursuant to the Xxxx Health, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Stock Plan”), Xxxx Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units identified above (an “Award”) to the Grantee named above, subject to the terms and conditions of this Agreement and Xxxxxxx’s acceptance hereof. Each Restricted Stock Unit shall entitle the holder thereof upon vesting to one share of the Company’s Class A to RSU AgreementCommon Stock, par value $0.0001 per share (the “Stock”).

Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee. Xxxx Health, Inc. By: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee Optionee (including through an online acceptance process) is acceptable. Dated: Xxxxxxx____________________________ Optionee’s Signature XxxxxxxOptionee’s name and address: Exhibit C Form of Service-Based Restricted Stock Unit Award – Annual Awards RESTRICTED STOCK UNIT AWARD AGREEMENT (THE “AGREEMENT”) FOR COMPANY EMPLOYEES UNDER XXXX HEALTH, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee:___________ Number of Restricted Stock Units: ______ Grant Date: ____________________ Pursuant to the Xxxx Health, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Stock Plan”), Xxxx Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units identified above (an “Award”) to the Grantee named above, subject to the terms and conditions of this Agreement and Xxxxxxx’s acceptance hereof. Each Restricted Stock Unit shall entitle the holder thereof upon vesting to one share of the Company’s Class A to RSU AgreementCommon Stock, par value $0.0001 per share (the “Stock”).