Common use of Financing Clause in Contracts

Financing. A. Payment for Services 1) For claiming Federal Financial Participation (FFP), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Closing, the Company shall use reasonable best efforts, and shall cause its Subsidiaries to use reasonable best efforts, and shall use reasonable best efforts to cause their and their Subsidiaries’ respective Representatives, in each case, with appropriate seniority and expertise in the good faith judgement of the Company, at Parent’s sole cost and expense, to provide to Parent all cooperation reasonably requested by Parent, in connection with arranging, syndicating, consummating and obtaining the Debt Financing under and in accordance with the terms of the Debt Financing Commitment Letter and/or arranging, syndicating, consummating and obtaining any Alternative Debt Financing (FFPcollectively, the “Debt Financing”), including: (i) assisting in the Contractor preparation of a confidential information memorandum and other customary marketing materials to be used in connection with the marketing of the Debt Financing and ratings agency presentations and delivering customary representation and authorization letters in connection therewith; (ii) upon reasonable prior notice and at times to be reasonably agreed, participation of representatives of senior management of the Company (which participation may be by videoconference) in a reasonable number of due diligence sessions, drafting sessions and rating agency meetings, as well as a reasonable number of meetings with Debt Financing Sources; (iii) providing customary information and assistance reasonably necessary to assist Parent and its counsel with obtaining the customary legal opinions required to be delivered in connection with the Debt Financing; (iv) permitting officers of the Company or any of its Subsidiaries who will be officers of the Company or any of its Subsidiaries after Closing to execute and deliver any documentation in connection with the Debt Financing (subject to subclause (iv) of the proviso below) including any customary closing officer’s certificates and secretary’s certificates prepared by Parent (including certification of organizational authorization, organizational documents and good standing certificates) of the Company and its Subsidiaries, and taking corporate action to authorize the borrowing and guarantees of the Debt Financing, provided that any of the foregoing shall certify not require the total allowable expenditures incurred adoption of any corporate resolutions or actions prior to the Closing Date; (v) furnishing a certificate of a financial officer of the Company with respect to solvency matters in a customary form required to consummate the Debt Financing as of the Closing Date; (vi) furnishing Parent promptly (and in any event at least five Business Days prior to the Closing Date) with all documentation and other information with respect to the Company required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and in each case, requested by the Debt Financing Sources in writing at least ten Business Days prior to the Closing Date; (vii) using reasonable best efforts to cooperate with Parent to satisfy the conditions precedent to the Debt Financing that are within the control of the Company or its Subsidiaries; (viii) providing such other reasonably available financial and other information with respect to the DMC-ODS Pilot program services Company and its business as Parent or its Debt Financing Sources may reasonably request in connection with the Debt Financing (provided either through Contractor-operated providersthat in no event shall the Company, contracted fee-for- service providers its Subsidiaries, and their respective Representatives be required to provide any pro forma financial information or contracted managed care plansstatements), (ix) assisting in the preparation of customary definitive financing documentation and the completion of any schedules, exhibits or annexes thereto (including a customary perfection certificate) and (x) obtain payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all then outstanding Indebtedness and any Liens securing such Indebtedness that the Debt Financing Commitment Letter requires to be paid off, discharged or terminated on the Closing Date; provided, however, that notwithstanding the foregoing, (i) nothing herein shall require the Company, its Subsidiaries or any of their respective Representatives to take any action that would be effective prior to the Closing (other than as expressly set forth in this Section 6.17) or, in the good faith judgment of the Company or any of its Subsidiaries, interfere unreasonably with the business or operations of any of the Company, jeopardize the health and safety of any employee of the Company or any of its Subsidiaries in light of COVID-19 or any COVID-19 Measures, cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Parent or Merger Sub, cause any director, officer or employee of the Company or its Subsidiaries to incur any liability or cause any breach of any Applicable Law, (ii) the Company shall not be required to disclose any information to Parent or any of its Affiliates or any prospective lender or any their respective representatives if doing so would result in the waiver of any legal privilege or work product protection of any of the Company or its Affiliates, directors, officers or employees, (iii) neither the Company nor its Affiliates, directors, officers, employees, agents and Representatives shall be required to pay any commitment or other fee or make any other payment (other than fees and costs which are reimbursed by Parent in accordance with this Section 6.17) or incur any other liability in connection with the Debt Financing or provide or agree to provide any indemnity in connection with any Debt Financing or any of the foregoing that would be effective prior to the Closing, (iv) the Company shall not be required to execute prior to the Closing any definitive financing documents (other than customary representation and authorization letters), including any other certificates or documents in connection with the Debt Financing, except for any execution of documents that are conditioned upon the Closing, (v) neither the Company nor any of its Subsidiaries (nor their respective governing bodies) shall be required to take any corporate actions prior to the Closing to permit the consummation of the Debt Financing (except for any corporate actions that are conditioned upon the Closing), and (vi) no Representative of the Company or any of its Subsidiaries shall be required to make any certifications that it does not reasonably in good faith believe to be true. In addition, the Company shall furnish Parent reasonably promptly (and, in any event, prior to the Closing) with the financial statements identified in paragraphs 6 and 7 of Exhibit C of the Debt Financing Commitment Letter (or the analogous provision in any commitment letter for any Alternative Debt Financing (provided that the conditions set forth in such analogous provision shall be not more burdensome to the Company in any respect than those contained in the Debt Financing Commitment Letter as in effect on the date of this Agreement). 2(b) DHCS shall establish a Center for Medicare and Medicaid Services Parent shall, at the Closing (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA or, if earlier, upon termination of this Agreement, promptly following written request of the STCsCompany (together with reasonable supporting documentation)), reimburse the Company, its Subsidiaries and their respective Affiliates and Representatives for all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable attorneys’ and accountants’ fees) must explain the process DHCS shall use to determine costs incurred by the counties Company, its Subsidiaries and their respective Affiliates and Representatives in connection with the arrangement, syndicating, consummating and obtaining of the Debt Financing and any cooperation provided by the Company, its Subsidiaries and their respective Affiliates and Representatives in accordance with this Section 6.17 (provided that the Company, and not the Parent or Merger Sub, shall be responsible for expenses which would have been required to be incurred by the Company or its Subsidiaries regardless of the Debt Financing (including the preparation and delivery of financial statements and the preparation of payoff letters in connection with Indebtedness (and the lien releases with respect thereto) and obligations under the Existing Credit Agreement). (c) Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates and Representatives from and against any and all losses and other liabilities suffered or incurred by any of them of any type in connection with the performance of their obligations under this demonstrationSection 6.17 or any information used in connection therewith, except to the extent arising from (i) information furnished in writing by or on behalf of the Company or its Subsidiaries, including historical financial statements and financial statements prior to the Closing Date, or (ii) the willful misconduct, gross negligence, fraud or intentional misrepresentation of the Company, its Subsidiaries or their respective Representatives and Affiliates. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos (x) are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and (y) are used solely in connection with a description of the Company, its business and products or the Merger (including in connection with any marketing materials related to the Debt Financing). 3(d) The Contractor Parent shall only provide state plan DMC services until DHCS keep the Company informed, upon request (as promptly as possible and CMS approve in any event within three Business Days), of material developments in respect of the Debt Financing. In addition, Parent shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter in accordance with its terms, (ii) satisfying on a timely basis all conditions applicable to Parent in the Equity Commitment Letter and (iii) subject to the satisfaction or waiver of the conditions set forth in the Equity Commitment Letter, consummating the Equity Financing at or prior to the Closing Date. In addition, Parent shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing, including (i) maintaining in effect the Debt Financing Commitment Letter in accordance with its terms (or obtaining a commitment in respect of Alternative Debt Financing), (ii) satisfying on a timely basis all conditions applicable to Parent in the Debt Financing Commitment Letter, (iii) consummating the Debt Financing at or prior to the Closing Date, (iv) negotiating and entering into definitive agreements with respect to the Debt Financing on or prior to the Closing Date and (v) diligently enforcing Parent’s and Merger Sub’s rights under the Debt Financing Commitment Letter. Prior to the Closing Date, Parent shall not agree to, or permit, any amendment or modification of, or waiver or consent under, the Equity Commitment Letter or the Debt Financing Commitment Letter that would (A) adversely affect Parent’s and Merger Sub’s ability to consummate the transactions contemplated by this Intergovernmental Agreement Agreement, (B) reduce the aggregate amount of the Debt Financing below an amount sufficient to pay the Required Amount on the Closing Date (taking into account any increase in any other Financing and other available funds), or (C) reasonably be expected to prevent or materially delay the approved Intergovernmental Agreement is executed Closing, in each case without the prior written consent of the Company; provided, however, that, for the avoidance of doubt, Parent and Merger Sub each may, without the consent of the Company, amend the Debt Financing Commitment Letter to add lenders, arrangers, bookrunners, syndication agents, or similar entities and to grant to such persons such approval rights as are customarily granted to additional lenders, arrangers, bookrunners, syndication agents or similar entities. (e) Parent shall give the Company prompt written notice (and in any event, within three Business Days) after the occurrence of any of the following: (i) any event or circumstance that would reasonably be expected to make a condition precedent to the Debt Financing unable to be satisfied, in each case, of which Parent becomes aware or any termination of the Debt Financing, (ii) if at any time Parent becomes aware of any reason all or any portion of the Debt Financing would reasonably be expected not to be obtained by the Contractor’s County Board of Supervisors. During this timeCompany, state plan DMC services shall and (iii) any material adverse change with respect to the Debt Financing; provided, that in no event will Parent be reimbursed under any obligation to disclose any information pursuant to this Section 6.17(e) that is subject to attorney client or similar privilege. Parent acknowledges and agrees that, obtaining the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service Debt Financing is not a benefit of condition to the OHC. If the Contractor submits a claim to an OHC and receives partial Merger, payment of the claimAggregate Merger Consideration or the Closing and the obligations of Parent to consummate the Closing in accordance with the terms hereof shall not be conditioned on, or delayed or postponed as a result of the obtaining of (or the failure to obtain) the Debt Financing. (f) In the event (x) Parent or Merger Sub elect to obtain commitments in respect of a Long Term Facility (as defined in the Debt Financing Commitment) or other replacement Debt Financing or (y) all or any portion of the Debt Financing expires, terminates or becomes unavailable, Parent and Merger Sub shall use reasonable best efforts to obtain in replacement thereof alternative financing from alternative sources (clauses (x) and/or (y), as applicable, the Contractor may submit “Alternative Debt Financing”), and in each case, any conditions applicable to any Alternative Debt Financing, in respect of certainty of funding and conditionality, shall either (x) be equivalent in all material respects, taken as a whole, to (or more favorable to Parent and Merger Sub than) the claim to DMC and is eligible to receive payment up conditions set forth with respect to the maximum DMC rate for Debt Financing as in effect on the service, less date hereof or (y) not reasonably be expected to prevent or materially delay the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor Closing. Parent shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant promptly deliver to the process set forth Company true and complete copies of all agreements related to any such Alternative Debt Financing following the execution thereof; provided that fee amounts, economic terms, “market flex” provisions and other commercially sensitive information in W&I Codethe fee letter entered into in connection with such Alternative Debt Financing may have been redacted, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data in each case to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot programextent they are Permissible Redacted Terms. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Acquisition Corp. and Parent have delivered to the Company a true and correct copy of a financing commitment in respect of the transactions contemplated hereby (FFPthe “Debt Commitment”). Acquisition Corp. and Parent shall use their commercially reasonable best efforts to comply with all covenants and to satisfy all conditions to funding of the financing under the Debt Commitment (the “Financing”) which are within the control of Acquisition Corp. or Parent. Acquisition Corp. and Parent shall not, without the Contractor prior written consent of the Company, which shall certify not be unreasonably withheld, amend, modify or supplement any terms or provisions of the total allowable expenditures incurred Debt Commitment in providing a manner that would be reasonably expected to materially adversely affect Acquisition Corp.‘s and/or Parent’s ability to consummate the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care planstransaction contemplated by such Debt Commitment. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Company shall use reasonable best efforts to cooperate in connection with the arrangement of the OHC. If Financing including, without limitation, (i) permitting Parent’s financing sources and their officers and authorized representatives, after reasonable notice to the Contractor submits a claim to an OHC and receives partial payment Chief Executive Officer or Chief Financial Officer of the claimCompany during normal business hours, to inspect the Contractor may submit records and premises of the claim Company and its Subsidiaries, and to DMC consult with their respective officers, employees, attorneys, and is eligible agents with respect to receive payment up such financial and operating data and other information with respect to the maximum DMC rate Company or its Subsidiaries that such financing sources reasonably request, (ii) making Company Representatives reasonably available to such financing sources in connection with such Financing to reasonably participate in due diligence sessions, and (iii) using reasonable best efforts to engage the current outside legal counsel for the service, less Company and its Subsidiaries to deliver a legal opinion at the amount closing of the payment made by Financing with respect to such matters concerning the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates Company and its Subsidiaries as are customary and appropriate for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed ratessuch transactions, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate which legal opinion shall be set by the DHCS Rate Setting Work Group pursuant reasonably satisfactory to the process set forth in W&I Code, Section 14021.51. The Contractor Parent’s and/or Acquisition Corp.‘s financing sources and shall reimburse all OTP/NTP providers at this ratebe legally and factually supported and consistent with professional standards. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP)While it is understood and acknowledged by Parent and Acquisition Corp. that financing is not a condition to the Offer or the Merger, the Contractor Company shall certify use reasonable best efforts to cooperate in connection with the total allowable expenditures incurred arrangement of any financing to be obtained by Parent and its Subsidiaries or the Surviving Corporation in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providerstransactions contemplated by this Agreement (the "Financing") including, contracted fee-for- service providers without limitation, (i) permitting Parent's financing sources and their officers and authorized representatives, during normal business hours, to inspect its records and premises and to consult with its officers, employees, attorneys, and agents with respect to such financial and operating data and other information with respect to the Company that Parent's financing sources request, (ii) making Company Representatives reasonably available to Parent's financing sources in connection with such Financing to reasonably participate in due diligence sessions, participate in "road shows" in connection with any such offerings and participate in meetings with rating agencies, (iii) use reasonable best efforts to cause the present independent accountants for the Company and its Subsidiaries ("Accountants") to participate in drafting sessions related to the preparation of any offering materials and making work papers available to Parent, the underwriters and their respective representatives, (iv) using reasonable best efforts to engage the current outside legal counsel for the Company and its Subsidiaries to deliver a legal opinion at the closing of the Financing with respect to such matters concerning the Company and its Subsidiaries as are customary and appropriate for such transactions, which legal opinion shall be reasonably satisfactory to Parent's financing sources and shall be legally and factually supported and consistent with professional standards, and (v) reasonably participating in the preparation of one or contracted managed care plansmore appropriate offering documents and assisting Parent's financing sources in preparing other appropriate marketing materials, in each case to be used in connection with the Financing. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Company shall use reasonable best efforts to obtain the written consent of the OHC. If Accountants to permit the Contractor submits a claim to an OHC and receives partial payment use of the claimCompany's audited financial statements and the Accountant's audit report thereon and the Accountant's report on the Company's internal controls over financial reporting in connection with the Financing, including any registration statement filed in connection therewith, and shall use reasonable best efforts to cause the Contractor may submit the claim Accountants to DMC provide a comfort letter in accordance with SAS 72 for any such offering, which comfort letter shall be reasonably satisfactory to Parent's financing sources. The Company agrees to execute any reasonably necessary, appropriate and is eligible to receive payment up legally and factually supported management representation letters to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates Accountants to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant issue unqualified reports with respect to the process set forth financial statements to be included in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateany offering documents and in any updated filings or amendments thereto. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, at Parent’s sole expense, provide to Parent and Merger Sub all cooperation reasonably requested by Parent that is necessary, proper or advisable in connection with the Debt Financing and the transactions contemplated by this Agreement, including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for Services 1rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing, including execution and delivery of customary representation letters reasonably satisfactory in form and substance to the Company in connection with bank information memoranda; provided, that any private placement memoranda or prospectuses in relation to high yield debt securities need not be issued by the Company or any of its Subsidiaries; provided further, that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor, (iii) For claiming Federal Financial Participation as promptly as reasonably practical, furnishing Parent and its Debt Financing sources with financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, including all financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in a private placement memorandum relating to private placements under Rule 144A of the Securities Act at the time during the Company’s fiscal year such offerings will be made (FFPthe “Required Information”), (iv) using reasonable best efforts to obtain accountants’ comfort letters, legal opinions, appraisals, surveys, engineering reports, title insurance and other documentation and items relating to the Contractor shall certify the total allowable expenditures incurred Debt Financing as reasonably requested by Parent and, if requested by Parent or Merger Sub, to reasonably cooperate with and assist Parent or Merger Sub in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersobtaining such documentation and items, contracted fee-for- service providers (v) using commercially reasonable efforts to execute and deliver any pledge and security documents, other definitive financing documents, or contracted managed care plans. 2) DHCS shall establish other certificates, or documents as may be reasonably requested by Parent (including a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA certificate of the STCsChief Financial Officer of the Company with respect to solvency matters) must explain and otherwise reasonably facilitating the process DHCS pledging of collateral (including cooperation in connection with the pay off of existing indebtedness and the release of related Liens, if any), provided, that no obligation of the Company or any of its Subsidiaries under such executed documents shall be effective until the Effective Time, (vi) taking all actions necessary to (A) permit the prospective Debt Financing and equity sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establish bank and other accounts in connection with the foregoing and (viii) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which any of the Subsidiaries of the Company is a party and to arrange discussions among Parent, Merger Sub and their financing sources with other parties to material leases, encumbrances and contracts; it being understood that the Company shall have satisfied each of its obligations set forth in clauses (i) through (viii) of this sentence if the Company shall have used its reasonable best efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. The Company hereby consents to the use of its and its Subsidiaries’ logos as may be reasonably necessary in connection with the Debt Financing; provided, that such logos are used solely in a manner that is not intended to determine nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. Nothing in this Section 5.11(a) shall require the Company or any of its Subsidiaries to provide any assistance to the extent it would interfere unreasonably with the ongoing business or operations of the Company or any of its Subsidiaries. As of the date of this Agreement, the Company believes that it will be able to satisfy on a timely basis the terms and conditions to be satisfied by it in this Section 5.11(a). Notwithstanding anything in this Section 5.11(a) to the contrary, neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Debt Financing prior to the Effective Time. Upon the valid termination of this Agreement (other than in accordance with Section 7.1(f)), Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the counties under Company or any of its Subsidiaries, officers, employees, representatives and advisors in connection with their respective obligations pursuant to this demonstrationSection 5.11(a). Parent and Merger Sub hereby agree and acknowledge that the Debt Financing does not constitute a condition to the consummation of the transactions contemplated by this Agreement. Parent and Merger Sub shall, on a joint and several basis indemnify and hold harmless the Company and its Subsidiaries, directors, officers, employees, representatives and advisors from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with any action taken by them at the request of Parent or Merger Sub pursuant to this Section 5.11(a) or in connection with the arrangement of the Debt Financing and any information utilized in connection therewith, except to the extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from or arose out of the gross negligence or willful misconduct of the Company or any of its Subsidiaries. Nothing contained in this Section 5.11(a) or otherwise shall require the Company to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. 3(b) The Contractor Parent shall only provide state plan DMC services until DHCS use its reasonable best efforts to take, or cause to be taken, all actions and CMS approve of to do, or cause to be done, all things necessary or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitments. Notwithstanding the foregoing, nothing in this Intergovernmental Agreement and shall require the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant Directors of the Company to take any action to approve any third party financing provided in connection with the Merger. (c) Notwithstanding anything to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 contrary in this Agreement, Parent and 22 CCR 51005(a)Merger Sub may at any time with any Person enter into discussions regarding, if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claimmay enter into arrangements and agreements relating to, the Contractor may submit the claim to DMC and is eligible to receive payment transfer or sale by Parent, Merger Sub or their Affiliates of a direct or indirect equity interest in Parent or Merger Sub of up to the maximum DMC rate for the service, less the amount 49% of the payment made by the OHCsuch equity. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1) For claiming Federal Financial Participation (FFP), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipientCompany agrees to provide, and shall cause the Company Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Parent (provided that such requested co-operation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent of a type and form customarily included in private placements pursuant to Rule 144A under the Securities Act, (iii) assisting Parent and its financing sources in the preparation of (A) an offering document for any debt raised to complete the Mergers and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its financing sources for any debt raised by Parent to complete the Mergers, (v) forming new direct or indirect Subsidiaries, and (vi) providing and executing documents as may be reasonably requested by Parent; provided that without the Company’s OHC coverage has been exhaustedconsent, orin no event, whether in connection with the financings contemplated by the Financing Agreements or otherwise, shall any property-level due diligence involve environmental tests or assessments; provided, further that the foregoing shall not be deemed to require the Company or any Subsidiary of the Company, prior to the Effective Time, to consummate any tender offer or consent solicitation with respect to, or enter into any supplemental indenture with respect to or otherwise amend the terms of any instruments governing, any existing outstanding Indebtedness of the Company or its Subsidiaries. Parent shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Company Subsidiaries and information provided by the Company, the Company Subsidiaries or the Company Representatives) (it being agreed that this sentence shall survive termination of this Agreement). (b) The specific service is not a benefit Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (i) maintain in effect the Debt Commitment Letters, and to satisfy the conditions to obtaining the Financing set forth therein, (ii) enter into definitive financing agreements with respect to the Financing as contemplated by the Debt Commitment Letters (collectively, the “Financing Agreements”), so that the Financing Agreements are in effect as promptly as practicable, and (iii) consummate the financings contemplated by the Financing Agreements at or prior to the Closing. Parent shall keep the Company informed of the OHC. If the Contractor submits a claim to an OHC and receives partial payment status of the claimfinancing process relating thereto. If, notwithstanding the use of commercially reasonable efforts by Parent to satisfy its obligations under this Section 6.10, any of the Debt Commitment Letters or Financing Agreements expire, are terminated or otherwise become unavailable prior to the Closing, in whole or in part, for any reason, Parent shall (i) immediately notify the Company of such expiration, termination or other unavailability and the reasons therefor and (ii) use its commercially reasonable efforts promptly to arrange for alternative financing to replace the financing contemplated by such expired, terminated or otherwise unavailable commitments or agreements in an amount sufficient to consummate the transactions contemplated by this Agreement. In such event, the Contractor may submit term “Debt Commitment Letters” and similar terms shall refer to such replacement financing. Parent agrees that the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount matters set forth on Section 6.10 of the payment made by Parent Disclosure Schedule shall not constitute conditions to Parent’s obligation to consummate the OHCtransactions contemplated hereby. B. Rate Setting 1(c) The Contractor shall propose countyAll non-specific fee-for-service public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to paragraph (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate above shall be set by kept confidential in accordance with the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateConfidentiality Agreement. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1The Company agrees to provide, and shall cause the Subsidiaries and its and their Representatives to provide, such cooperation (including with respect to timeliness) For claiming Federal Financial Participation in connection with the arrangement of the Financing as may be reasonably requested by Parent (FFPPROVIDED that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the Contractor shall certify Company and its Subsidiaries, and the total allowable expenditures incurred in providing General Partner, TransMontaigne Partners, and the DMC-ODS Pilot program services provided either through Contractor-operated providersMLP Subsidiaries, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare as may be reasonably requested by Parent, including all financial statements and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA financial data of the STCstype required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act to consummate the offering of secured or unsecured senior or senior subordinated notes, (iii) must explain assisting Parent and its financing sources in the process DHCS shall preparation of (A) offering documents for any of the Financing and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts of Parent and its financing sources for any of the Financing, (v) providing and executing documents as may be reasonably requested by Parent, including a certificate of the chief financial officer of the Company with respect to solvency matters, consents of accountants for use of their reports in any materials relating to determine the Financing and revocable notices of redemption of debt, (vi) facilitating the pledging of collateral, and (vii) using reasonable best efforts to obtain legal opinions, accountants' comfort letters, surveys and title insurance as reasonably requested by Parent. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the counties under this demonstrationCompany or the Subsidiaries in connection with such cooperation. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Closing, the Company shall use reasonable best efforts, and shall cause its Subsidiaries to use reasonable best efforts, and shall use reasonable best efforts to cause their and their Subsidiaries’ respective Representatives, in each case, with appropriate seniority and expertise in the good faith judgement of the Company, at Parent’s sole cost and expense, to provide to Parent all cooperation reasonably requested by Parent, in connection with arranging, syndicating, consummating and obtaining the Debt Financing under and in accordance with the terms of the Debt Financing Commitment Letter and/or arranging, syndicating, consummating and obtaining any Alternative Debt Financing (FFPcollectively, the “Debt Financing”), including: (i) assisting in the Contractor preparation of a confidential information memorandum and other customary marketing materials to be used in connection with the marketing of the Debt Financing and ratings agency presentations and delivering customary representation and authorization letters in connection therewith; (ii) upon reasonable prior notice and at times to be reasonably agreed, participation of representatives of senior management of the Company (which participation may be by videoconference) in a reasonable number of due diligence sessions, drafting sessions and rating agency meetings, as well as a reasonable number of meetings with Debt Financing Sources; (iii) providing customary information and assistance reasonably necessary to assist Parent and its counsel with obtaining the customary legal opinions required to be delivered in connection with the Debt Financing; (iv) permitting officers of the Company or any of its Subsidiaries who will be officers of the Company or any of its Subsidiaries after Closing to execute and deliver any documentation in connection with the Debt Financing (subject to subclause (iv) of the proviso below) including any customary closing officer’s certificates and secretary’s certificates prepared by Parent (including certification of organizational authorization, organizational documents and good standing certificates) of the Company and its Subsidiaries, and taking corporate action to authorize the borrowing and guarantees of the Debt Financing, provided that any of the foregoing shall certify not require the total allowable expenditures incurred adoption of any corporate resolutions or actions prior to the Closing Date; (v) furnishing a certificate of a financial officer of the Company with respect to solvency matters in a customary form required to consummate the Debt Financing as of the Closing Date; (vi) furnishing Parent promptly (and in any event at least five Business Days prior to the Closing Date) with all documentation and other information with respect to the Company required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and in each case, requested by the Debt Financing Sources in writing at least ten Business Days prior to the Closing Date; (vii) using reasonable best efforts to cooperate with Parent to satisfy the conditions precedent to the Debt Financing that are within the control of the Company or its Subsidiaries; (viii) providing such other reasonably available financial and other information with respect to the DMC-ODS Pilot program services Company and its business as Parent or its Debt Financing Sources may reasonably request in connection with the Debt Financing (provided either through Contractor-operated providersthat in no event shall the Company, contracted fee-for- service providers its Subsidiaries, and their respective Representatives be required to provide any pro forma financial information or contracted managed care plansstatements), (ix) assisting in the preparation of customary definitive financing documentation and the completion of any schedules, exhibits or annexes thereto (including a customary perfection certificate) and (x) obtain payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all then outstanding Indebtedness and any Liens securing such Indebtedness that the Debt Financing Commitment Letter requires to be paid off, discharged or terminated on the Closing Date; provided, however, that notwithstanding the foregoing, (i) nothing herein shall require the Company, its Subsidiaries or any of their respective Representatives to take any action that would be effective prior to the Closing (other than as expressly set forth in this Section 6.17) or, in the good faith judgment of the Company or any of its Subsidiaries, interfere unreasonably with the business or operations of any of the Company, jeopardize the health and safety of any employee of the Company or any of its Subsidiaries in light of COVID-19 or any COVID-19 Measures, cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Parent or Merger Sub, cause any director, officer or employee of the Company or its Subsidiaries to incur any liability or cause any breach of any Applicable Law, (ii) the Company shall not be required to disclose any information to Parent or any of its Affiliates or any prospective lender or any their respective representatives if doing so would result in the waiver of any legal privilege or work product protection of any of the Company or its Affiliates, directors, officers or employees, (iii) neither the Company nor its Affiliates, directors, officers, employees, agents and Representatives shall be required to pay any commitment or other fee or make any other payment (other than fees and costs which are reimbursed by Parent in accordance with this Section 6.17) or incur any other liability in connection with the Debt Financing or provide or agree to provide any indemnity in connection with any Debt Financing or any of the foregoing that would be effective prior to the Closing, (iv) the Company shall not be required to execute prior to the Closing any definitive financing documents (other than customary representation and authorization letters), including any other certificates or documents in connection with the Debt Financing, except for any execution of documents that are conditioned upon the Closing, (v) neither the Company nor any of its Subsidiaries (nor their respective governing bodies) shall be required to take any corporate actions prior to the Closing to permit the consummation of the Debt Financing (except for any corporate actions that are conditioned upon the Closing), and (vi) no Representative of the Company or any of its Subsidiaries shall be required to make any certifications that it does not reasonably in good faith believe to be true. In addition, the Company shall furnish Parent reasonably promptly (and, in any event, prior to the Closing) with the financial statements identified in paragraph 2 of Schedule II to Exhibit B of the Debt Financing Commitment Letter (or the analogous provision in any commitment letter for any Alternative Debt Financing (provided that the conditions set forth in such analogous provision shall be not more burdensome to the Company in any respect than those contained in the Debt Financing Commitment Letter as in effect on the date of this Agreement). 2(b) DHCS shall establish a Center for Medicare and Medicaid Services Parent shall, at the Closing (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA or, if earlier, upon termination of this Agreement, promptly following written request of the STCsCompany (together with reasonable supporting documentation)), reimburse the Company, its Subsidiaries and their respective Affiliates and Representatives for all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable attorneys’ and accountants’ fees) must explain the process DHCS shall use to determine costs incurred by the counties Company, its Subsidiaries and their respective Affiliates and Representatives in connection with the arrangement, syndicating, consummating and obtaining of the Debt Financing and any cooperation provided by the Company, its Subsidiaries and their respective Affiliates and Representatives in accordance with this Section 6.17 (provided that the Company, and not the Parent or Merger Sub, shall be responsible for expenses which would have been required to be incurred by the Company or its Subsidiaries regardless of the Debt Financing (including the preparation and delivery of financial statements and the preparation of payoff letters in connection with Indebtedness (and the lien releases with respect thereto) and obligations under the Existing Credit Agreement). (c) Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates and Representatives from and against any and all losses and other liabilities suffered or incurred by any of them of any type in connection with the performance of their obligations under this demonstrationSection 6.17 or any information used in connection therewith, except to the extent arising from (i) information furnished in writing by or on behalf of the Company or its Subsidiaries, including historical financial statements and financial statements prior to the Closing Date, or (ii) the willful misconduct, gross negligence, fraud or intentional misrepresentation of the Company, its Subsidiaries or their respective Representatives and Affiliates. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos (x) are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and (y) are used solely in connection with a description of the Company, its business and products or the Merger (including in connection with any marketing materials related to the Debt Financing). 3(d) The Contractor Parent shall only provide state plan DMC services until DHCS keep the Company informed, upon request (as promptly as possible and CMS approve in any event within three Business Days), of material developments in respect of the Debt Financing. In addition, Parent shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter in accordance with its terms, (ii) satisfying on a timely basis all conditions applicable to Parent in the Equity Commitment Letter and (iii) subject to the satisfaction or waiver of the conditions set forth in the Equity Commitment Letter, consummating the Equity Financing at or prior to the Closing Date. In addition, Parent shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing, including (i) maintaining in effect the Debt Financing Commitment Letter in accordance with its terms (or obtaining a commitment in respect of Alternative Debt Financing), (ii) satisfying on a timely basis all conditions applicable to Parent in the Debt Financing Commitment Letter, (iii) consummating the Debt Financing at or prior to the Closing Date, (iv) negotiating and entering into definitive agreements with respect to the Debt Financing on or prior to the Closing Date and (v) diligently enforcing Parent’s and Merger Sub’s rights under the Debt Financing Commitment Letter. Prior to the Closing Date, Parent shall not agree to, or permit, any amendment or modification of, or waiver or consent under, the Equity Commitment Letter or the Debt Financing Commitment Letter that would (A) adversely affect Parent’s and Merger Sub’s ability to consummate the transactions contemplated by this Intergovernmental Agreement Agreement, (B) reduce the aggregate amount of the Debt Financing below an amount sufficient to pay the Required Amount on the Closing Date (taking into account any increase in any other Financing and other available funds), or (C) reasonably be expected to prevent or materially delay the approved Intergovernmental Agreement is executed Closing, in each case without the prior written consent of the Company; provided, however, that, for the avoidance of doubt, Parent and Merger Sub each may, without the consent of the Company, amend the Debt Financing Commitment Letter to add lenders, arrangers, bookrunners, syndication agents, or similar entities and to grant to such persons such approval rights as are customarily granted to additional lenders, arrangers, bookrunners, syndication agents or similar entities. (e) Parent shall give the Company prompt written notice (and in any event, within three Business Days) after the occurrence of any of the following: (i) any event or circumstance that would reasonably be expected to make a condition precedent to the Debt Financing unable to be satisfied, in each case, of which Parent becomes aware or any termination of the Debt Financing, (ii) if at any time Parent becomes aware of any reason all or any portion of the Debt Financing would reasonably be expected not to be obtained by the Contractor’s County Board of Supervisors. During this timeCompany, state plan DMC services shall and (iii) any material adverse change with respect to the Debt Financing; provided, that in no event will Parent be reimbursed under any obligation to disclose any information pursuant to this Section 6.17(e) that is subject to attorney client or similar privilege. Parent acknowledges and agrees that, obtaining the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service Debt Financing is not a benefit of condition to the OHC. If the Contractor submits a claim to an OHC and receives partial Merger, payment of the claimAggregate Merger Consideration or the Closing and the obligations of Parent to consummate the Closing in accordance with the terms hereof shall not be conditioned on, or delayed or postponed as a result of the obtaining of (or the failure to obtain) the Debt Financing. (f) In the event (x) Parent or Merger Sub elect to obtain commitments in respect of replacement Debt Financing or (y) all or any portion of the Debt Financing expires, terminates or becomes unavailable, Parent and Merger Sub shall use reasonable best efforts to obtain in replacement thereof alternative financing from alternative sources (clauses (x) and/or (y), as applicable, the Contractor may submit “Alternative Debt Financing”), and in each case, any conditions applicable to any Alternative Debt Financing, in respect of certainty of funding and conditionality, shall either (x) be equivalent in all material respects, taken as a whole, to (or more favorable to Parent and Merger Sub than) the claim to DMC and is eligible to receive payment up conditions set forth with respect to the maximum DMC rate for Debt Financing as in effect on the service, less date hereof or (y) not reasonably be expected to prevent or materially delay the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor Closing. Parent shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant promptly deliver to the process set forth Company true and complete copies of all agreements related to any such Alternative Debt Financing following the execution thereof; provided that fee amounts, economic terms, “market flex” provisions and other commercially sensitive information in W&I Codethe fee letter entered into in connection with such Alternative Debt Financing may have been redacted, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data in each case to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot programextent they are Permissible Redacted Terms. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Closing, each Seller shall use its reasonable best efforts to provide, and shall use reasonable best efforts to cause its Representatives and the TGE Entities and their respective Representatives to provide, assistance with the Debt Financing as is reasonably requested by Acquirors, in each case, in connection with the arrangement of, and the satisfaction on a timely basis of all relevant conditions precedent to, the Debt Financing. Such assistance shall include, but not be limited to: (FFPi) reasonable participation in, and assistance with, the preparation of the Marketing Material and rating agency presentations; (ii) reasonable participation by senior management of the TGE Entities in a reasonable number of rating agency presentations (including with respect to the Existing Change of Control Notes Consents), meetings with prospective lenders, road shows and drafting sessions, in each case upon reasonable prior notice and at times and locations to be mutually agreed in good faith; (iii) delivering the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare Financing Information to Acquirors (and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred such other financial and operational information reasonably requested by the counties under this demonstration. 3) The Contractor Acquirors or the Financing Sources), provided that Sellers shall only provide state plan DMC services until DHCS and CMS approve not be responsible for the preparation of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timepro forma or projected financial information, state plan DMC services which shall be reimbursed prepared solely by Acquirors and Sellers shall have no liability with respect to such information prepared by Acquirors) as promptly as reasonably practicable once available; (iv) delivering customary authorization letters authorizing the distribution of Marketing Material to prospective investors (including in connection with any Debt Financing of TEP and its Subsidiaries pursuant to the state plan reimbursement methodologies. 4Senior Bridge Facility (as such term is defined in the Debt Commitment Letter) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a)solely in connection with the purchase, if any, of any Existing Change of Control Notes validly tendered pursuant to a beneficiary has Other Heath Coverage Change of Control Offer, Alternate Offer or other offer to purchase as described in subclauses (OHCi) and (ii) of Section 6.15(b)); (v) furnishing Acquirors and the Financing Sources promptly, then the Contractor shall bill that OHC and, in any event, at least four Business Days prior to billing DMC to receive either payment from the OHCClosing Date, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit with all documentation and other information in respect of the OHC. If TGE Entities that any Lender has requested in writing at least nine Business Days prior to the Contractor submits a claim to an OHC Closing Date that is required by Governmental Authorities under applicable “beneficial ownership,” “know your customer” and receives partial payment anti-money laundering rules and regulations, including the USA PATRIOT Act; (vi) assisting Acquirors in connection with the preparation by Acquirors of the claimDebt Financing Documents (and, in the Contractor may submit the claim to DMC case of any Debt Financing of TEP and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group Subsidiaries pursuant to the process Senior Bridge Facility (as such term is defined in the Debt Commitment Letter) or in connection with an offering of notes in lieu thereof solely in connection with the purchase, if any, of any Existing Change of Control Notes validly tendered pursuant to a Change of Control Offer, Alternate Offer or other offer to purchase as described in subclauses (i) and (ii) of Section 6.15(b), executing and delivering the Debt Financing Documents with respect thereto) and the issuance of securities, borrowing of loans and/or granting of a security interest (and perfection thereof) in the Subject Interests, including (x) requesting that the transfer agent with respect to the applicable TGE Entity make any applicable notations in the equity register of the applicable TGE Entity reflecting the pledge of its equity interests that constitute collateral in favor of the Financing Sources or an agent or trustee on their behalf if required and (y) causing the Organizational Documents of the TGE Entities to be amended in a manner to permit or facilitate the Debt Financing and security interests granted in connection therewith, (vii) requesting customary independent accountants’ comfort letters (including customary “negative assurance” statements) and consents from the auditor(s) of the audited financial statements provided as part of the Financing Information, including issuing any customary representation letters in connection therewith to such auditor(s) in connection with any financial statements included in any offering documents in respect of the Debt Financing and (viii) cooperating as contemplated by Section 6.15. Information provided by Sellers or the TGE Entities in connection with the Debt Financing shall only be provided to sources or potential sources of financing and rating agencies that have agreed to be bound by (x) the Confidentiality Agreement as if such Person(s) were party thereto or (y) customary confidentiality provisions. Sellers hereby consent to the use of all of the TGE Entities’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Sellers, the TGE Entities, their respective Affiliates or their respective business, or the reputation or goodwill thereof. Acquirors acknowledge and agree that the obtaining of the Debt Financing shall not constitute a condition to Acquirors obligation to close the transactions contemplated by this Agreement. (b) Notwithstanding anything to the contrary in Section 6.4(a), (i) no Seller or TGE Entity or any of their respective Affiliates or any of their respective equityholders or governing bodies shall be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing Documents or execute or deliver any certificate, document, instrument or agreement in connection therewith or the Financing that is effective prior to the Closing (except for (A) the authorization letters set forth in W&I CodeSection 6.4(a)(iv) and (B) those relating to the Specified Funded Indebtedness Accommodations); (ii) no obligation of any Seller or TGE Entity or any of their respective Affiliates or any of their respective partners, members or Representatives under any certificate, document, instrument or agreement, entered into pursuant to the foregoing shall, without such Person’s prior express written consent, be effective until Closing (except for (A) the authorization letters set forth in Section 14021.51. The Contractor 6.4(a)(iv) and (B) those relating to the Specified Funded Indebtedness Accommodations); (iii) no Seller or TGE Entity or any of their respective Affiliates or any of their respective partners, members or Representatives shall reimburse all OTP/NTP providers at be required to pay any commitment or other similar fee, or incur any other cost or expense or Liability (except for any cost or expense that is subject to the expense reimbursement provision expressly set forth in Section 6.4(e)), in connection with the Debt Financing; (iv) no such cooperation shall be required to the extent that any such action, in the good faith determination of any Seller or TGE Entity, would unreasonably interfere with the ongoing business or operations of any Seller or TGE Entity or any of their respective Affiliates; (v) no Seller or TGE Entity or any of their respective Affiliates or any of their respective partners, members or Representatives shall be required to deliver any information if it is not reasonably available to it or prepared in the ordinary course of its business; (vi) no Seller or TGE Entity or any of their respective Affiliates or any of their respective partners, members or Representatives shall be required to deliver any certificate, document, instrument or agreement if any representation and warranty or certification set forth therein would be inaccurate in any material respect or would reasonably be expected to result in personal liability; (vii) no such cooperation shall be required to the extent it would reasonably be expected to conflict with or violate any Law, or result in the contravention of, or result in a violation or breach of, or default under, any Contract of any Seller or this rateAgreement; (viii) other than the obligations of Sellers set forth in Section 6.4(a), no TGE Entity, nor any of their respective Affiliates or any of their respective partners, members or Representatives shall incur any Liability with respect to the Debt Financing; and (ix) no TGE Entity shall be a party to any agreement, certificate, document or instrument with respect to the Debt Financing (except with respect to (w) the authorization letters set forth in Section 6.4(a)(iv); (x) customary control agreements (which may be in the form of an issuer’s acknowledgement) with respect to Class B Shares and TE Units to the extent pledged by Acquirors as collateral under the Debt Financing; (y) any documents necessary for the cooperation contemplated in Section 6.4(a)(vi) and (z) any Debt Financing Documents with respect to the purchase of any Existing Change of Control Notes described in Section 6.4(a)(vi)). a(c) The Contractor Acquirors shall ensure that use their reasonable best efforts to take, or cause to be taken, all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect actions and submit this data do, or cause to be done, all things, necessary, proper or advisable to arrange, consummate and obtain the Financing (to the DHCS Rates Setting Work Group upon its request for extent contemplated by the purpose of setting Commitment Letters to be funded on the OTP/NTP rates after Closing Date) on the expiration of Closing Date on terms and conditions no less favorable to Acquirors than the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup terms and conditions described in the Commitment Letters. Such actions shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3include, but not be limited to, using reasonable best efforts to: (i) Pursuant to W&I Codemaintain in effect the Commitment Letters, Section 14124.24(h)provided that Acquirors may replace or amend the Debt Commitment Papers (including adding new lenders, the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.lead arrangers, bookrunners, syndication agents or similar entities

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Closing, each of Acquiror and the Contributor Parties shall cooperate, and shall use their reasonable best efforts to cause their respective officers, employees, auditors, and advisors, including legal and accounting advisors, to cooperate in connection with arranging, obtaining and syndicating the Financing or any other financing that may be arranged by Acquiror (FFPtogether with the Financing, the “Acquisition Financing”, and the sources of the Acquisition Financing, including any entities that have committed to provide or otherwise entered into agreements in connection with the Financing, including the banks party to the Debt Letters or any related engagement letter in respect of the Debt Financing or to any joinder agreements, credit agreements, indentures, notes, purchase agreements, definitive agreements or other agreements in connection with or relating to the Financing, and any arrangers, bookrunners, administrative agents, and collateral agents with respect to the Financing, collectively, the “Financing Sources”), including, for the Contractor avoidance of doubt, causing the conditions in the Debt Letters and the Preferred Purchase Agreement to be satisfied; provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the business of the Parties or their respective Affiliates). Such cooperation shall certify include the total allowable expenditures incurred following: (i) upon reasonable notice, participation in, and making their senior management, with appropriate seniority and expertise, reasonably available for meetings, drafting sessions, rating agency presentations and due diligence sessions; (ii) furnishing in providing writing to any Financing Sources as promptly as practicable following request therefor financial and operating data and other pertinent information and disclosure regarding the DMCCompression Group Entities and the Compression Business (including their businesses, operations, financial projections and prospects) as is reasonably requested in connection with an Acquisition Financing, including of the type and form required by Regulation S-ODS Pilot program services provided either through ContractorX and Regulation S-operated providersK under the Securities Act for registered offerings of securities on Form S-1 (or any successor form thereto) under the Securities Act, contracted feeand of the type and form, and for the periods, in each case, customarily included in offering documents used to syndicate credit facilities of the type to be included in the Debt Financing and in offering documents used in a Rule 144A private placement of debt securities and all other information and data related to the Compression Group Entities and the Compression Business that would be necessary for the underwriters or initial purchasers in an offering of such securities to receive customary “comfort” (including customary “negative assurance” comfort) from independent accountants in connection with such an offering which such accountants are prepared to provide upon completion of customary procedures, and updates to such information from time to time as necessary in order to make the statements contained therein not misleading; (iii) preparing and delivering, and assisting the Financing Sources in the preparation and delivery of, (A) one or more customary offering documents, including offering memoranda, private placement memoranda and investor presentations, and documents to be filed with the SEC, including a registration statement and related prospectuses, in connection with an Acquisition Financing (in each case, including the provision of “back-for- service providers or contracted managed care plans. 2up” support), (B) DHCS shall establish a Center syndication memoranda, bank information memoranda and/or other marketing materials and memoranda that may be reasonably requested in connection with any Acquisition Financing, including customary lender presentations, rating agency presentations and confidential information memoranda to be used in the syndication of credit facilities of the type to be included in the Debt Financing, and (C) materials for Medicare rating agency presentations and Medicaid Services business and financial projections (CMSincluding in each case any supplement thereto); (iv) approved Certified Public Expenditure using reasonable best efforts to obtain surveys and title insurance reasonably requested by the Financing Sources; (CPEv) protocol before FFP associated with Pilot program services is taking all reasonably required corporate actions, subject to the consummation of the Closing, to permit the consummation of an Acquisition Financing and to permit the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol Acquiror; (Attachment AA vi) providing authorization letters to any Financing Sources authorizing the distribution of information to prospective lenders and investors and containing (A) a customary representation to the arranger of any Acquisition Financing that the information contained in any offering document or information memorandum relating to the Compression Group Entities or the Compression Business does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the STCscircumstances under which they were made, not misleading and (B) a customary material non-public information representation; and (vii) cooperating reasonably with the Financing Sources’ due diligence of the Compression Group Entities and the Compression Business, to the extent not unreasonably interfering with the business of the Parties and their respective Affiliates. Any information provided by the Parties in connection with seeking an Acquisition Financing (which must explain be furnished in writing) shall be prepared in good faith and shall be free of any material misstatements or omissions. (b) Upon Acquiror’s request, the process DHCS Contributor Parties shall (and shall cause their respective officers, employees, auditors, advisors, including legal and accounting advisors, and other representatives to): (i) use all reasonable best efforts to determine furnish Acquiror and the Financing Sources as promptly as reasonably practicable with: (A) (1) audited balance sheets of the Compression Group Entities as of December 31, 2017 and 2016 and each subsequent fiscal year ended at least 75 days before the Closing Date and (2) the related audited statements of income, changes in owners’ equity and cash flows for the years ended December 31, 2017, 2016 and 2015 and each subsequent fiscal year ended at least 75 days before the Closing Date (collectively, the “Audited Financial Statements”); (B) the unaudited balance sheet and the related unaudited statements of income, changes in owners’ equity and cash flows as of and for each subsequent fiscal quarter ended at least 40 days before the Closing Date (other than the fourth fiscal quarter of any fiscal year), and (C) information reasonably necessary for Acquiror to prepare (1) a pro forma statement of income for the most recently completed fiscal year for which audited financial statements have been provided pursuant to Clause (A), (2) a pro forma statement of income for the latest interim period (and the comparative period of the prior year) covered by the financial statements in clause (B) and (3) a pro forma combined balance sheet as of the later of (x) December 31, 2017 and (y) the last day of the most recently completed fiscal quarter pursuant to the foregoing clause (B) and a pro forma combined statement of income for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements are required to be delivered pursuant to the foregoing clause (B), in each case, prepared after giving effect to the transactions contemplated hereby, in each case of the foregoing clauses (A) and (B) prepared in accordance with GAAP and Regulation S-X, and at the sole expense of ETP on behalf of the Contributor Parties (with all such financial statements and information in clauses (A), (B) and (C) above, together with (x) information referred to in Section 5.15(a)(ii) above and (y) authorization letters referred to in Section 5.15(a)(vi) above, the “Required Information”); (ii) use all reasonable best efforts to cause the ETP Accounting Firm to provide a letter or letters containing statements and information of the type customarily included in accountants’ “comfort letters” (including customary “negative assurance”) to underwriters or initial purchasers with respect to financial statements and certain financial information used in connection with the Acquisition Financing, which the ETP Accounting Firm would be prepared to issue at the time of pricing and at closing of any Acquisition Financing that is in the form of debt securities upon completion of customary procedures; (iii) provide customary representation letters and other authorizations or information to the ETP Accounting Firm, to enable them to provide the foregoing “comfort letters”; (iv) use all reasonable best efforts to obtain the consent of the ETP Accounting Firm for the inclusion of its reports on the Compression Group Entities in any offering document or documents to be used in connection with an Acquisition Financing; (v) cause the appropriate officers of the Compression Group Entities to execute and deliver any definitive financing documents, including pledge and security documents, guarantees, customary officer’s certificates or other certificates (including a certificate of the chief financial officers (or other comparable officers) of the Compression Group Entities with respect to solvency of the Compression Group Entities (after giving effect to the transactions contemplated hereby) on a consolidated basis), instruments, copies of any existing surveys, UCC financing statements, filings, security agreements, control agreements, title insurance and other matters ancillary to, or required in connection with the Acquisition Financing or documents and back-up therefor; (vi) use all reasonable best efforts to obtain customary legal opinions as may reasonably be requested by Acquiror or Financing Sources for delivery at the consummation of an Acquisition Financing; (vii) furnish Acquiror and the Financing Sources promptly, and, in any event, at least five Business Days prior to the Closing Date, with all documentation and other information that any of the Financing Sources has requested in writing at least ten Business Days prior to the Closing Date and that such Financing Source has reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act; (viii) cooperate with Acquiror and Acquiror’s efforts to obtain corporate and facilities ratings; and (ix) cooperate with Acquiror to arrange an Acquisition Financing and satisfy the conditions precedent to the Acquisition Financing to the extent within the control of the Contributor Parties and their Affiliates, provided, however, that prior to the Closing, the Compression Group Entities shall not be required to pay any commitment or other similar fee or expense or incur any other liability (other than pursuant to this Agreement) in connection with an Acquisition Financing; provided, further, that the effectiveness of any documentation (including any definitive financing documents or other certificates, but excluding any authorization letters referred to in Section 5.15(a)(vi) above) executed by any Compression Group Entity shall be subject to the consummation of the Closing. (c) Acquiror shall, and shall cause its Affiliates to (i) except as otherwise contemplated by this Agreement, promptly upon request by the Contributor Parties, reimburse the Contributor Parties for all reasonable and documented out-of-pocket costs incurred by the counties under Contributor Parties or any Compression Group Entity in connection with the cooperation provided for in Section 5.15(a) and Section 5.15(b) (such reimbursement to be made promptly and in any event within seven Business Days of delivery of reasonably acceptable documentation evidencing such expenses) and (ii) indemnify and hold harmless the Contributor Parties and their Affiliates and their counsel, financial advisors, auditors and other authorized representatives from and against any and all Losses suffered or incurred by them in connection with the efforts to arrange an Acquisition Financing and any information utilized in connection therewith (other than information provided by the Contributor Parties or Compression Group Entities), in each case except to the extent (x) suffered or incurred as a result of any such indemnitee’s, or such indemnitee’s respective Representative’s, gross negligence, bad faith, willful misconduct or material breach of this demonstrationAgreement or (y) with respect to any material misstatement or omission in information provided hereunder by any of the foregoing Persons. All materials and information obtained by Acquiror pursuant this Section 5.15 may be shared with the Financing Sources; provided that all non-public or otherwise confidential information regarding the Compression Business obtained by Acquiror, its Affiliates or their respective counsel, financial advisors, auditors and other authorized representatives pursuant to this Section 5.15 shall be kept confidential in accordance with the Confidentiality Agreement, except that Acquiror shall be permitted to disclose such information to potential sources of capital, Financing Sources, to underwriters and rating agencies to the extent necessary to consummate the Acquisition Financing. The Contributor Parties hereby consent to the use of their logos, names and marks in connection with the Acquisition Financing; provided, that such names, marks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Contributor Parties, their Affiliates, the Compression Group Entities or the Compression Business. 3(d) The Contractor Notwithstanding anything in this Agreement to the contrary, the Acquisition Financing shall only provide state plan DMC services until DHCS and CMS approve not be deemed to operate in any way as a condition to the obligation of this Intergovernmental Agreement and Acquiror to consummate the approved Intergovernmental Agreement is executed Closing, except to the extent that the failure by the Contractor’s County Board of Supervisors. During this timeContributor Parties to perform and comply in all material respects with their covenants, state plan DMC services shall be reimbursed agreements and obligations pursuant to this Section 5.15 results in the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit failure of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process condition set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate6.2(b). a(e) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit Notwithstanding anything in this data Section 5.15 to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h)contrary, the Contractor Contributor Parties shall not require OTP/NTP providers be obligated to submit cost reports to furnish Acquiror and the Contractor for Financing Sources with the purpose of cost settlementAudited Financial Statements until March 1, 2018.

Financing. A. Payment (a) Each of Company and Seller shall use its commercially reasonable efforts to provide such assistance (and shall cause its Subsidiaries and their respective Representatives to use their respective commercially reasonable efforts to provide such assistance) with the Debt Financing (including, without limitation, with respect to timeliness) as is reasonably requested by Acquiror. Such assistance shall include: (i) participation in meetings, drafting sessions and due diligence (including accounting due diligence sessions) and sessions with rating agencies, prospective lenders and investors; (ii) furnishing Acquiror and its financing sources with financial and other pertinent information regarding Company and its Subsidiaries as may be reasonably requested by Acquiror to consummate the Debt Financing, (iii) assisting Acquiror and its financing sources in the preparation of (A) an offering document for Servicesany portion of the Debt Financing and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts of Acquiror and its financing sources for any portion of the Debt Financing; (v) facilitating the pledging of collateral and perfection of liens security and, with respect to Company and its Subsidiaries, the providing of guarantees supporting the Debt Financing; (vi) taking such actions as promptly as practicable (but in any event, prior to the Termination Date) as are reasonably requested by Acquiror to facilitate the satisfaction on a timely basis of all conditions to obtaining the Debt Financing, including without limitation, delivery by Company’s chief financial officer (or other equivalent officer) on the Closing Date of customary solvency certificates with regard to Company and its Subsidiaries; provided that no obligation under any such certificate shall be effective until the Closing; (vii) delivering to Acquiror unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of Company and its Subsidiaries for each subsequent fiscal quarter and month after December 31, 2011 ended, in each case, at least 30 days before the Closing Date; and (viii) causing Company’s independent auditors to reasonably cooperate in connection with the Debt Financing. Company and each of its Subsidiaries hereby consents to the reasonable use of all of its logos, names, and trademarks in connection with the Debt Financing; provided that such logos, names and trademarks shall be used solely in a manner that is not intended or reasonably likely to harm or disparage Company or any of its Subsidiaries, or any of their reputation or goodwill. Nothing contained in this Section 7.3(a) or otherwise shall require Seller, Company or any of its Subsidiaries to be an issuer or other obligor with respect to the Debt Financing prior to the Closing Date. All material, non-public information regarding Company and its Subsidiaries or their respective Affiliates or Representatives pursuant to this Section 7.3(a) shall be kept confidential in accordance with the Confidentiality Agreement, except for disclosure to potential lenders and investors as required in connection with the Debt Financing subject to customary confidentiality protections; provided that neither Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or expense or incur any other liability in connection with the Debt Financing; and provided, further, that such requested cooperation does not unreasonably interfere with the ongoing operations of Company and its Subsidiaries. In the event that the Closing does not occur, Acquiror shall indemnify and hold harmless Seller, Company, its Subsidiaries and their respective Affiliates from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing, except to the extent any of the forgoing arise from the bad faith, gross negligence or willful and intentional misconduct of, or material breach of this Agreement by, Seller, Company or any of its Subsidiaries, as applicable. 1(b) For claiming Federal Financial Participation Acquiror shall use its reasonable best efforts to obtain the Financing on and subject to the terms and conditions described in the Commitment Letters (FFPor replacement financing obtained in compliance with this Section 7.3(b)), including using its reasonable best efforts to: (i) maintain in effect the Contractor shall certify Commitment Letters in the total allowable expenditures incurred form attached to this Agreement (or replacement financing obtained in compliance with this Section 7.3(b)) in accordance with the terms thereof, (ii) cause the Equity Financing to be consummated at or prior to the Closing, (iii) satisfy on a timely basis all conditions to the Financing set forth in the Commitment Letters (or replacement financing obtained in compliance with this Section 7.3(b)), and use reasonable best efforts to cause such Persons providing the DMC-ODS Pilot program services provided either through Contractor-operated providersFinancing to fund the Financing required to consummate the transactions contemplated by this Agreement; provided, contracted fee-for- service providers however, that Acquiror shall not be required to pursue any Action to enforce such rights under the Financings. Acquiror shall give Seller prompt notice of (i) any breach by any party to the Commitment Letters or contracted managed care plans. 2the Debt Financing Documents or (ii) DHCS shall establish a Center for Medicare and Medicaid Services any event that would reasonably be expected to (CMSA) approved Certified Public Expenditure delay or prevent the Closing or (CPEB) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA make the timely funding of the STCs) must explain Financing or satisfaction of the process DHCS conditions to obtaining the Financing less likely. Acquiror shall use to determine costs incurred by not permit any amendment, modification, supplement, restatement, assignment, substitution or replacement of any of the counties under Commitment Letters (or replacement financing obtained in compliance with this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(aSection 7.3(b)), without the prior written consent of Seller, if a beneficiary has Other Heath Coverage such amendment, modification, supplement, restatement, assignment, substitution or replacement (OHC), then i) reduces the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the aggregate amount of the payment made Financing that will be available on the Closing Date in order to consummate the transactions contemplated by this Agreement from that contemplated in the OHC. B. Rate Setting 1Debt Financing Commitment Letters or the Equity Financing Commitment Letter or (ii) The Contractor shall propose county-specific fee-for-service imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (FFSA) provider rates for all modalities except delay or prevent the OTP/NTP modalityClosing or (B) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed ratesFor purposes of clarification, the Contractor foregoing shall have an opportunity not prohibit Acquiror from amending the Debt Financing Commitment Letter and any related fee letter to adjust (i) add or replace lender(s), lead arrangers, book runners, syndication agents or similar entities (and Affiliates of any of the rates and resubmit them foregoing) as a party thereto, (ii) make such other changes that would not adversely impact the ability of Acquiror to DHCS to determine if consummate the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program servicestransactions contemplated by this Agreement or (iii) replace any Debt Financing Commitment Letter that is withdrawn by a financing source or replace any Debt Financing Commitment Letter that contains a condition precedent which Acquiror believes in good faith will not be satisfied. The Contractor must receive DHCS approval Acquiror shall keep Seller informed in reasonable detail of the status of its rates prior efforts to providing arrange the Financing. In the event that any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by portion of the DHCS Rate Setting Work Group pursuant to Financing becomes unavailable on the process terms and conditions set forth in W&I Codethe Commitment Letters, Section 14021.51Acquiror shall promptly notify Seller and use its reasonable best efforts to obtain any such portion from alternative sources on terms not less beneficial, in the aggregate, to Acquiror and that will still enable Acquiror to consummate the transactions contemplated by this Agreement, as promptly as practicable. The Contractor Acquiror shall reimburse deliver to Seller true and complete copies of all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers Contracts or other arrangements pursuant to which any such source have committed to provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration such alternative portion of the DMC-ODS Pilot programFinancing. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause its and their respective Representatives to, at Parent’s sole expense, provide to Parent and Merger Sub such cooperation reasonably requested by Parent that is necessary, proper or advisable in connection with the Debt Financing (provided that such requested cooperation is consistent with applicable Law and does not unreasonably interfere with the operations of the Company and its Subsidiaries), including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies and otherwise reasonably cooperating with the marketing efforts of Parent Entities and the Parent Financing Sources for Services 1the Debt Financing; (ii) For claiming Federal Financial Participation assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing; provided that any such memoranda or prospectuses may, at the election of the Parent Entities, contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (FFPiii) as promptly as reasonably practical, furnishing Parent and the Parent Financing Sources with financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent to prepare any offering memorandum, confidential information statement, lender presentation and other materials contemplated by the Debt Financing Commitment (including (A) financial (including financial projections) and other information regarding the Company and its Subsidiaries required to be provided to the Parent Financing Sources pursuant to the Debt Financing Commitment and (B) financial information regarding the Company and its Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a public offering of non-convertible debt securities of HoldCo or, in the Alternative Merger, Parent (including assistance with the preparation of pro forma financial statements), or otherwise necessary to receive from the Company’s independent accountants customary “comfort” (including “negative assurance” comfort) with respect to the financial information of the Company and its Subsidiaries to be included in such offering memorandum and which, with respect to any interim financial statements, shall have been reviewed by the Company’s independent accountants as provided in SAS 100) (all such information in this subsection (iii) of this Section 5.16(a), the Contractor shall certify “Required Information”); (iv) using reasonable best efforts to obtain customary accountants’ comfort letters (including providing any necessary management representation letters), legal opinions, appraisals, surveys, title insurance, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments and other documentation and items relating to the total allowable expenditures incurred Debt Financing as reasonably requested by Parent and, if requested by Parent or Merger Sub, to cooperate with and assist Parent or Merger Sub in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersobtaining such documentation and items; (v) executing and delivering any pledge and security documents and intercreditor agreements, contracted fee-for- service providers guarantees, indentures, currency or contracted managed care plans. 2) DHCS shall establish interest hedging arrangements, other definitive financing documents, a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA certificate of the STCschief financial officer or other responsible officer of the Company with respect to the solvency of the Company and its Subsidiaries on a consolidated basis to the extent required in connection with the Debt Financing, and other certificates, opinions, documents and back-up therefor as may be reasonably requested by Parent (including using commercially reasonable efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing) must explain and otherwise reasonably facilitating the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve pledging of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timecollateral, state plan DMC services provided that any such documents shall be reimbursed pursuant effective no earlier than the Closing Date; (vi) taking all actions reasonably necessary to (A) permit the state plan reimbursement methodologies. 4) Pursuant prospective lenders involved in the Debt Financing to Title 42 CFR 433.138 evaluate the Company’s current assets, cash management and 22 CCR 51005(a)accounting systems, if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC policies and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request procedures relating thereto for the purpose of setting preparing offering documents and establishing collateral arrangements to the OTP/NTP rates after extent customary and reasonable so long as any such actions do not unreasonably interfere with the expiration conduct of the DMC-ODS Pilot programCompany’s and its Subsidiaries’ business; (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing provided that any such accounts and arrangements shall be effective no earlier than the Closing Date; and (C) ensure that the solicitation and syndication of the Debt Financing benefit from the existing lending and banking relationships of the Company; (vii) entering into one or more credit or other agreements or indentures on terms satisfactory to Parent immediately prior to the Effective Time with respect to direct borrowings or debt incurrences by the Company contemplated by the Debt Financing; provided that any such documents shall be effective no earlier than the Closing Date; (viii) entering into any customary document in connection with the amendment of the Company’s current credit facilities and in connection with a Consent Solicitation and change of control offer to purchase the Notes, in each case as described in the Debt Financing Commitment in existence as of the date hereof; and (ix) consent to the use of the Company’s and its Subsidiaries’ logos to the extent customary in connection with marketing the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. i. The DHCS Rates Setting Workgroup (b) Neither the Company nor any of its Subsidiaries shall propose a recommended format be required, under the provisions of this Section 5.16 or otherwise in connection with the Debt Financing, (i) to pay any commitment or other similar fee prior to the Effective Time that is not advanced or substantially simultaneously reimbursed by Parent or (ii) to incur any expense unless such expense is reimbursed by Parent on the termination of this Agreement in accordance with Article VII. Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (A) any action taken by them at the request of Parent or Merger Sub pursuant to this Section 5.16 or in connection with the arrangement of the Debt Financing or (B) any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries). Nothing contained in this Section or otherwise shall require the Company to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. All material, non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their respective Representatives pursuant to this Section 5.16 shall be kept confidential by them in accordance with the Confidentiality Agreement except for this annual financial data disclosure to potential lenders and DHCS shall approve a final formatinvestors and their respective officers, employees, representatives and advisors as required in connection with the Debt Financing subject to customary confidentiality protections. (c) Parent shall use its reasonable best efforts to complete the Debt Financing on or before the Closing on the terms and conditions described in the Debt Financing Commitments (provided that Parent and Merger Sub may (i) amend the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment as of the date of this Agreement (each on a non-exclusive basis until the Closing Date), or (ii) otherwise replace or amend the Debt Financing Commitment in effect on the date of this Agreement (including any Debt Financing contemplated thereunder) so long as such action would not reasonably be expected to delay or prevent the Closing (including with respect to approvals required in connection therewith under any applicable Gaming Laws) and the terms are not materially less beneficial to Parent or Merger Sub, with respect to conditionality, than those in the Debt Financing Commitment as in effect on the date of this Agreement), including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Debt Financing Commitment, or on other terms reasonably acceptable to Parent and not in violation of this Section 5.16 and (ii) satisfy on a timely basis all conditions applicable to such Debt Financing in such definitive agreements; provided, however, that if the Parent Entities have raised through alternative sources (an “Alternative Financing”) sufficient funds to meet their obligations to pay the Merger Consideration without any proceeds under one or more of the Debt Financing Commitments, the Parent Entities shall have no obligation to arrange any such Debt Financing on the terms and conditions described in such respective Debt Financing Commitment or otherwise so long as (A) Parent shall promptly notify the Company of any such Alternative Financing, and (B) Parent shall use its reasonable best efforts to secure Alternative Financing on terms that are not materially less beneficial to Parent and Merger Sub (as determined in the reasonable judgment of Parent). In the event that all conditions to the Debt Financing Commitment (other than, with respect to the Debt Financing, the availability of equity financing) have been satisfied, Parent shall use its reasonable best efforts to cause the lenders to fund the Debt Financing required to consummate the Merger on the Closing Date; provided, however, that in no event shall the reasonable best efforts of Parent be deemed to require Parent to bring enforcement actions to cause such lenders to provide such financing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, (A) Parent shall promptly notify the Company and (B) Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not materially less beneficial to Parent and Merger Sub (as determined in the reasonable judgment of Parent), in an amount sufficient to consummate the Merger as promptly as possible. For the avoidance of doubt, in the event that (1) all or any portion of the contemplated Debt Financing (other than any bridge financing) has not been consummated, (2) all closing conditions contained in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions are reasonably capable of being satisfied) shall have been satisfied or waived, (3) Pursuant Parent is unable to W&I Code, secure Alternative Financing in time to permit payment of the Merger Consideration and consummation of the Merger on or prior to the Termination Date (as such date may be extended pursuant to Section 14124.24(h7.1(b)(i)) and (4) the bridge facilities contemplated by the Debt Financing Commitments (or alternative bridge financing obtained in accordance with the immediately preceding sentence of this Section 5.16(c)) are available on the terms and conditions described in the Debt Financing Commitments (or replacements thereof), then Parent shall cause the Contractor proceeds of such bridge financing to be used in lieu of such contemplated Debt Financing. Except as provided elsewhere in this Section 5.16, nothing contained in this Agreement shall prohibit any Parent Entity from entering into agreements relating to the Debt Financing or the operation of any Parent Entity or, as of the Effective Time, the Surviving Corporation, including adding equity providers or operating partners (so long as any such agreements or entering into such agreements would not reasonably be expected to materially impair or delay the Closing (including with respect to approvals required in connection therewith under any applicable Gaming Laws)). (d) Notwithstanding anything to the contrary in this Section 5.16, the provisions of Section 5.16 shall not require OTP/NTP providers limit in any manner the ability of the Company or Parent to submit cost reports terminate this Agreement in accordance with Section 7.1(b)(i) or Section 7.1(b)(v) or the Company to terminate this Agreement in accordance with Section 7.1(c)(iii), in each case as a result of a Financing Failure, and the Contractor sole remedy for any such termination described in Section 7.3(d) shall be the purpose payment by Parent of cost settlementthe Reverse Termination Fee.

Financing. A. Payment (a) The Partnership shall, and shall cause the Partnership Subsidiaries and their respective Representatives to, in each case, use its and their reasonable best efforts to, provide Parent all customary cooperation reasonably requested by Parent in connection with debt provided pursuant to the Debt Commitment Letter or other debt financing to fund the Required Amount (the “Debt Financing”), including using reasonable best efforts to: (i) participate in a reasonable number of meetings, presentations, road shows, drafting sessions, sessions with rating agencies and due diligence sessions; (ii) provide reasonable and customary assistance with the preparation of materials for Servicesoffering documents, private placement memoranda, prospectuses, agency presentations, bank information memoranda and other similar documents; 1(iii) For claiming Federal Financial Participation provide reasonable cooperation with the due diligence efforts of any arrangers, underwriters or placement agents in connection with the Debt Financing, or of any Financing Sources, to the extent reasonable and customary (FFPincluding executing customary authorization letters authorizing the distribution of information about the Partnership and the Partnership Subsidiaries to prospective Financing Sources, which letters shall include, to the extent accurate and applicable, in the case of the public-side version of any such materials and documents, a representation that such public-side version does not include information about the Partnership or Partnership Subsidiaries that would constitute material non-public information within the meaning of United States federal securities laws); (iv) to the extent timely requested, provide, at least five (5) business days prior to the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating to any of the Partnership or any Partnership Subsidiary, in each case as reasonably requested by Parent or any of its affiliates or Representatives or any Financing Sources at least five (5) business days prior to the aforementioned date of delivery; (v) furnish (and consent to the disclosure of) the Partnership historical financial statements as required by paragraph (e)(iii) and (iv) of ▇▇▇▇▇ ▇▇ of the Debt Commitment Letter and/or as reasonably requested (including after taking into account any applicable “staleness” or similar dates for any Debt Financing) by the Parent or its representatives in connection with any Debt Financing, and including, without limitation, the most recent financial statements filed (or required to be filed) by the Partnership with the SEC; (vi) provide all information and cooperation reasonably requested by Parent that is necessary or customary to support the delivery of any certificate, opinion or other document required to be delivered to the trustees of the indentures relating to the Assumed Debt or otherwise pursuant to the indentures relating to the Assumed Debt in connection with Closing; (vii) with respect to financial information and data derived from the Partnership’s historical books and records, assist Parent with the Parent’s preparation of pro forma financial information and pro forma financial statements to the extent required by SEC rules and regulations or necessary or reasonably requested by Parent or the Financing Sources, it being agreed that the Company will not be required to actually prepare any such pro forma financial information or pro forma financial statements or provide any information or assistance relating to (A) the proposed debt and equity capitalization or any assumed interest rates, dividends (if any) and fees and expenses relating to such debt or equity capitalization, (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing or (C) any financial information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the Merger; and (viii) obtain from the Partnership’s registered public accounting firm that has audited the Partnership’s most recent audited financial statements customary comfort letters and consents required in connection with any Debt Financing with respect to the financial statements and information provided pursuant to Section 5.21(a)(v) that is included in any offering document for which such comfort is customarily required, including customary confirmations (in customary form and scope and delivered at such customary times) of such accountants that they are prepared to issue any such comfort letter or consent subject to the completion of its customary procedures relating thereto (b) Notwithstanding anything to the contrary in this Section 5.21, the Partnership and the Partnership Subsidiaries shall not be required to provide cooperation or take action under this Section 5.21: (i) to the extent it would, in the Partnership’s reasonable judgment, unreasonably interfere with the normal ongoing business or operations of the Partnership and the Partnership Subsidiaries (it being understood and agreed that the actions specified in clauses (i) through (vi) of Section 5.21(b) do not unreasonably interfere with the business or operations of the Partnership and the Partnership Subsidiaries); (ii) that would reasonably be expected to cause any condition to Closing set forth in Article VI to fail to be satisfied; (iii) that involves any actions that would reasonably be expected to conflict with, result in a violation or breach of, or default (with or without notice, lapse of time or both) under any applicable Law, this Agreement, their organizational documents or any Partnership Material Contract; (iv) that would reasonably be expected to cause any director, officer or employee of the Partnership or the Partnership Subsidiaries or any of their respective affiliates to incur any personal liability; (v) that would reasonably be expected to cause any representation or warranty in this Agreement to be breached by the Partnership; (vi) which would require such entities to pay any commitment or other similar fee or incur any liability or expense in connection with any financing to be obtained by Parent or its Subsidiaries in connection with the transactions contemplated by this Agreement, except such expenses for which Parent or one of its Subsidiaries is obligated to reimburse the Partnership or, if reasonably requested by the Partnership, for which funds that are actually necessary to pay such expenses are provided in advance by Parent or one of its Subsidiaries to the Partnership; (vii) to the extent that the Partnership and the Partnership Subsidiaries and any persons who are officers or directors of such entities would be required to pass resolutions or consents to approve or authorize the execution of such financing to be obtained by Parent or its Subsidiaries in connection with the transactions contemplated by this Agreement; (viii) that would require any director or officer of the Partnership or the Partnership Subsidiaries to execute any agreement, certificate, document or instrument with respect to such financing to be obtained by Parent or its Subsidiaries in connection with the transactions contemplated by this Agreement, in each case, that would be effective prior to the Closing (other than customary authorization letters and as expressly provided for in Section 5.21); (ix) to the extent it would conflict with obligations of confidentiality from a third party (not created in contemplation hereof) binding on the Partnership or the Partnership Subsidiaries (provided that, in the event that the Partnership or the Partnership Subsidiaries do not provide information in reliance on the exclusion in this clause (ix), the Contractor Partnership and the Partnership Subsidiaries shall certify the total allowable expenditures incurred in provide notice to Parent promptly that such information is being withheld (but solely if providing the DMCsuch notice would not violate such obligation of confidentiality)); (x) that would require providing access to or disclosing information that would jeopardize any attorney-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA client privilege of the STCs) must explain Partnership or the process DHCS Partnership Subsidiaries (provided that, the Partnership shall use reasonable best efforts to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up allow for such access to the maximum DMC rate extent that does not jeopardize attorney-client privilege); (xi) that would require its legal counsel to provide any legal opinions or 10b-5 letters; (xii) other than as contemplated by Section 5.21(a)(v) and (vii) above, that would require the Partnership or the Partnership Subsidiaries to prepare any pro formas, projections or forecasts or provide financial statements that are not prepared in the ordinary course of its financial reporting practice; (xiii) that would require the Partnership or the Partnership Subsidiaries to disclose (if not previously publicly disclosed by the Partnership) any preliminary financial results or “flash numbers”; and (xiv) that would require the Partnership to file or furnish any reports or information with the SEC in connection with such financing. (c) Parent shall indemnify and hold harmless the Partnership and Partnership Subsidiaries and their respective directors, officers, employees, equityholders, Representatives, advisors and affiliates from and against any out-of-pocket costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, or damages suffered or incurred by any of them in connection with the Debt Financing to the fullest extent permitted by law and any information utilized in connection therewith except to the extent any such cost or expense, judgment, fine, loss, claim, or damage results from the bad faith, gross negligence, fraud, intentional misrepresentation or willful misconduct by the Partnership, the Partnership Subsidiaries or any of their respective affiliates or Representatives. Parent shall promptly, following the Partnership’s written request therefor, reimburse the Partnership and the Partnership Subsidiaries for all reasonable and documented expenses incurred by any of them or their Representatives in connection with fulfilling their respective obligations pursuant to this Section 5.21 (including reasonable and documented out-of-pocket attorneys’ fees). (d) The Partnership hereby consents, on its own behalf and on behalf of the Partnership Subsidiaries, to (i) the inclusion of Evaluation Material (as defined in the Confidentiality Agreement) in any customary disclosure document for the service, less Debt Financing provided to potential debt providers required to facilitate the amount Debt Financing to the extent the recipients of such disclosure document are subject to customary confidentiality requirement or the disclosure documents are filed with the SEC and (ii) the use of its logos in connection with the Debt Financing so long as such logos are used in a manner that is not intended to or reasonably likely to harm or disparage the Partnership and the Partnership Subsidiaries or the reputation or goodwill of the payment made by Partnership and the OHCPartnership Subsidiaries and their respective products, services, offerings or Intellectual Property rights. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause its and its Subsidiaries’ respective Representatives to, use reasonable best efforts to provide to Parent and Merger Subsidiary such cooperation reasonably requested by Parent that is necessary, proper or advisable in connection with the Debt Financing (including the marketing efforts in connection therewith) and the repayment of any debt of the Company, including: (i) furnishing Parent and Merger Subsidiary the Required Information; (ii) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies and assisting Parent in obtaining ratings as contemplated by the Debt Financing; (iii) assisting with the preparation of customary materials for Servicesrating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, tender offer documents and similar documents required in connection with the Debt Financing and the repayment of any debt of the Company, including execution and delivery of customary representation letters in connection with bank information memoranda; provided, that any such memoranda, prospectuses and other documents relating to the Debt Financing shall contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; 1(iv) For claiming Federal Financial Participation obtaining accountants’ comfort letters, appraisals, surveys, engineering reports, environmental and other inspections (FFPincluding providing reasonable access to Parent and its agents to all Owned Real Property for such purposes; provided, that such access does not include the right to conduct any invasive soil or groundwater sampling without the Company’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed), title insurance, legal opinions and other documentation and items relating to the Contractor shall certify Debt Financing as reasonably requested by Parent and customary for financings similar to the total allowable expenditures incurred Financing; (v) providing monthly financial statements in the form provided internally to senior management of the Company within three calendar days after providing internally to senior management of the DMCCompany; (vi) providing and executing documents as may be reasonably requested by Parent, including executing and delivering, as of the Effective Time, a certificate of the Chief Financial Officer of the Company or any Subsidiary with respect to solvency matters substantially in the form attached to the Debt Financing Commitment, and consents of accountants for use of their reports in any materials relating to the Debt Financing and reasonably facilitating the pledging or the re-ODS Pilot program services provided either through Contractoraffirmation of the pledge of collateral (including cooperation in connection with the pay-operated providersoff of existing debt and the release of related liens); (vii) taking reasonable best efforts to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, contracted fee-for- service providers cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Effective Time and (B) assist Parent to establish or contracted managed care plans.maintain, effective as of the Effective Time, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing; 2(viii) DHCS shall establish using reasonable best efforts to assist Parent to obtain waivers, consents, estoppels and approvals, to the extent necessary, proper or advisable in connection with the Debt Financing, from other parties to material leases, encumbrances and contracts to which the Company or any Subsidiary of the Company is a Center party and to arrange discussions among Parent, Merger Subsidiary and their financing sources with other parties to material leases, encumbrances and contracts as of the Effective Time; (ix) executing and delivering underwriting or purchase agreements, supplemental indentures, customary certificates, hedging agreements or other documents and instruments relating to guarantees, the pledge of collateral and other matters anciallary to the Debt Financing as may be reasonably requested by Parent,; and (x) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent that are necessary or customary to permit the consummation of the Debt Financing and to permit the proceeds thereof, together with the cash and marketable securities at the Company and its Subsidiaries (not needed for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is other purposes), to be made available to DHCSthe Company on the Closing Date to consummate the Merger. This DHCS approved CPE protocol provided, however, that, (Attachment AA a) irrespective of the STCsabove, no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to take any action under any certificate, document or instrument that is not contingent upon the Closing or, in the case of a tender offer, the acceptance of the securities subject to such offer, or that would be effective prior to the Effective Time, (b) must explain nothing herein shall require such cooperation to the process DHCS extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries and (c) none of the Company or any of its Subsidiaries shall be required to issue any offering document. None of the Company or any of its Subsidiaries shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment in connection with the Financing or any of the foregoing prior to the Effective Time. If the Effective Time does not occur, Parent shall indemnify and hold harmless the Company, its Subsidiaries and the Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing (other than to the extent such losses arise from the misconduct of the Company, any of its Subsidiaries or their Representatives and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries provided by the Company for use to determine in the Financing offering documents). Parent shall, promptly upon request by the Company, reimburse the Company for all documented and reasonable out-of-pocket costs incurred by the counties under Company or its Subsidiaries in connection with this demonstrationSection 6.05(a), including legal fees and expenses reasonably incurred. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos shall be used solely in a manner that is not intended to nor reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries. 3(b) The Contractor Parent and Merger Subsidiary shall only provide state plan DMC services until DHCS use their reasonable best efforts to take, or cause to be taken, all actions and CMS approve to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitments. Parent and Merger Subsidiary may replace, amend or supplement the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Financing Commitments as of the date hereof if the addition of such additional parties, individually or in the aggregate, would not prevent, delay or impair the availability of the financing under the Debt Financing Commitments or the consummation of the transactions contemplated by this Agreement, or may amend, replace or supplement the Debt Financing Commitments in any other manner, so long as such replacement, amendment or supplement would not (x) reduce the aggregate amount of the Debt Financing, including as a result of fees or original issue discount (unless the Equity Financing is increased by a corresponding amount), or (y) impose new or additional conditions, or otherwise amend, modify or expand any conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (i) delay or prevent the Closing Date, (ii) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (iii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Debt Financing Commitments or the definitive agreements with respect thereto. For purposes of this Intergovernmental Agreement Section 6.05, references to “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be replace, amended or supplemented by this Section 6.05(b) and references to “Financing Commitments” or “Debt Financing Commitments” shall include such documents as permitted to be replaced, amended or supplemented by this Section 6.05(b). Without limiting the foregoing, Parent and Merger Subsidiary shall use their reasonable best efforts to (i) subject to the provisions hereof and the approved Intergovernmental Debt Financing Commitments, maintain in effect the Debt Financing Commitments until the date the transactions contemplated by this Agreement is executed are consummated, (ii) satisfy all conditions and covenants applicable to Parent and Merger Subsidiary in the Debt Financing Commitments (including by consummating the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed financing pursuant to the state plan reimbursement methodologies. 4terms of the Equity Financing Commitments subject to the terms and conditions thereof) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC at or prior to billing DMC Closing and otherwise comply with its obligations thereunder, (iii) enter into definitive agreements with respect thereto on the terms and conditions (including the flex provisions) contemplated by the Debt Financing Commitments, (iv) consummate the Financing at or prior to receive either payment from the OHC, or a notice of denial from Closing on the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit terms and subject to the conditions of the OHC. If Debt Financing Commitments, (v) enforce its rights under the Contractor submits a claim Debt Financing Commitments and (vi) cause the lenders and other Persons providing Financing to an OHC fund on the Closing Date the Financing contemplated to be funded on the Closing Date by the Debt Financing Commitments (or such lesser amount as may be required to consummate the Merger and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up other transactions contemplated hereby) subject to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I Codethe Debt Financing Commitments. Without limiting the generality of the foregoing, Section 14021.51. The Contractor Parent and Merger Subsidiary shall reimburse all OTP/NTP providers at this rate. agive the Company prompt notice: (A) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data any breach or default by any party to any Financing Commitment of which they are aware under the Debt Financing Commitments or any definitive document related to the DHCS Rates Setting Work Group upon Financing of which Parent or its request Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Financing or any provisions of the Financing Commitment or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing (but excluding, for the purpose avoidance of setting doubt, any ordinary course negotiations with respect to the OTP/NTP rates terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Subsidiary believes in good faith that it will not be able to obtain all or any portion of the Financing in the manner or from the sources contemplated by the Financing Commitment; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Parent and Merger Subsidiary shall have used their reasonable best efforts to disclose such information in a way that would not waive such privilege. As soon as reasonably practicable, but in any event within three Business Days after the expiration date the Company delivers Parent or Merger Subsidiary a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup immediately preceding sentence. If any portion of the Debt Financing becomes unavailable as contemplated in the Debt Financing Commitments, Parent shall propose a recommended format for this annual financial data use its reasonable best efforts to arrange and DHCS shall approve a final format. 3obtain alternative financing from alternative sources on terms and conditions that are no less favorable, in the aggregate, to Parent (taking into account the flex provisions set forth in the Debt Financing Commitments) Pursuant to W&I Code, Section 14124.24(h), than those set forth in the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor Debt Financing Commitment for the purpose of cost settlement.financing being replaced, in an amount sufficient to consummate

Financing. A. Payment for Services 1) For claiming Federal Financial Participation (FFP), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of Parent and Holding Company shall cause Holdings and Sub to use its reasonable best efforts to obtain the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the full amount of the payment made financing contained in the Financing Commitments consistent with the terms specified and described in the Financing Commitments delivered to the Company by Parent Group; provided, however, it is expressly understood and agreed that Parent Group’s obligations to consummate the OHCMerger on the terms and conditions specified herein are not subject to a financing condition or the results of Parent Group’s efforts to obtain the full amount of the financing required to effect the Closing pursuant to Section 1.03 hereof and to satisfy their obligations under Article II hereof, including, depositing (or causing to be deposited) with the Paying Agent and LaSalle sufficient funds to make all payments pursuant to Article II hereof. B. Rate Setting(b) Parent Group will keep the Company reasonably informed of the status of the Financing Commitments and the Available Cash and any material developments with respect thereto. 1(c) The Contractor Company shall propose county-specific fee-for-service provide, and will cause its officers and employees to provide, all necessary cooperation and information in connection with the arrangement and obtaining of the financing contained in the Financing Commitment as may be reasonably requested by Parent, including, without limitation, facilitating customary due diligence and arranging senior officers, as selected by Parent, to meet with prospective lenders and investors in customary presentations (FFSincluding “road show” presentations and sessions with rating agencies), cooperation in the preparation and filing of any offering documents, the issuance of any comfort letter, the receipt of any auditors’ consents, certifications of the chief financial officer with respect to solvency matters, the delivery of consolidated pro forma financial information and the use of commercially reasonable efforts to cause each independent auditor to so cooperate or otherwise. Parent shall not amend, supplement, modify or terminate (whether unilaterally or by mutual consent), in a manner either materially adverse to the Company or to the consummation of the Merger, any Financing Commitment, or waive any rights thereunder, prior to the termination of this Agreement, without the written consent of the Company. (d) provider rates The Company acknowledges that, prior to the Effective Time, Parent may, and Parent may request that the Company and its Subsidiaries, take actions with respect to (i) prepaying, redeeming and/or obtaining the consent of the holders of the Company’s outstanding Senior Notes in accordance with the terms of the indenture pursuant to which such notes were issued or (ii) restructuring the Company Credit Facility. The Company agrees to cooperate with such efforts and provide such information or take such actions as may be reasonably requested by Parent Group with respect thereto, including call for all modalities except prepayment or redemption, or to renegotiate, as the OTP/NTP modality. DHCS case may be, the Senior Notes; provided, that (i) no such prepayment or redemption shall approve actually be made until substantially contemporaneous with or deny those proposed rates after, or, in the case of the call for prepayment, immediately prior to determine or contemporaneous with, the Effective Time and (ii) no such call for prepayment or redemption shall be required prior to the Effective Time unless the Company is permitted to condition such call for prepayment or redemption on the occurrence of the Effective Time or to withdraw such call for prepayment or redemption if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor Effective Time shall not have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates occurred on or prior to providing the applicable scheduled prepayment or redemption date; and provided, further, that the Company shall not be required to enter into any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant bank commitment that will become effective prior to the process set forth in W&I Code, Section 14021.51Effective Time. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1) For claiming Federal Financial Participation If Parent determines to seek any financing in connection with the Merger or any other transactions contemplated by this Agreement (FFPthe “Financing”), the Contractor Company shall, at Parent’s sole cost and expense, use reasonable best efforts to cooperate with Parent in its efforts to consummate the Financing. Such reasonable best efforts shall certify include, to the total allowable expenditures incurred extent reasonably requested by Parent and at Parent’s sole cost and expense, (a) providing direct contact between prospective lenders and the officers and directors of the Company and its Subsidiaries, (b) providing assistance in preparation of confidential information memoranda, preliminary offering memoranda, financial information and other materials to be used in connection with obtaining the Financing, (c) cooperation with the marketing efforts of Parent and its financing sources for such financing, including participation in management presentation sessions, “road shows” and sessions with rating agencies, (d) providing assistance in obtaining any consents of third parties necessary in connection with the Financing, (e) providing assistance in extinguishing existing indebtedness of the Company and its Subsidiaries and releasing Liens securing such indebtedness, in each case to take effect at the Effective Time, (f) cooperation with respect to matters relating to pledges of collateral to take effect at the Effective Time in connection with the Financing, (g) assisting Parent in obtaining legal opinions to be delivered in connection with the Financing, (h) assisting Parent in securing the cooperation of the independent accountants of the Company and its Subsidiaries, including with respect to the delivery of accountants’ comfort letters, and (i) providing the DMCfinancial information necessary for the satisfaction of the obligations and conditions of the Financing within the time periods required thereby; provided, however, that the Company shall not be obligated to take any such action to the extent it would unreasonably interfere with the business or operations of the Company or any of its Subsidiaries. The Company and its Representatives shall be given a reasonable opportunity to review and comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with the Financing, and Parent shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its Representatives. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 5.14 or otherwise in connection with the Financing (x) to pay any commitment or other similar fee prior to the Effective Time that is not advanced or substantially simultaneously reimbursed by Parent or (y) to incur any out-ODS Pilot program services of-pocket expense unless such expense is advanced or substantially simultaneously reimbursed by Parent. Nothing contained in this Section 5.14 or otherwise shall require the Company to be an issuer or other obligor with respect to the Financing prior to the Closing. All material, non-public information regarding the Company and its Subsidiaries provided either through Contractor-operated providersto Parent, contracted fee-for- service providers Merger Sub or contracted managed care plans. their Representatives pursuant to this Section 5.14 shall be kept confidential by them in accordance with the Confidentiality Agreement except for disclosure to potential lenders as required in connection with the Financing subject to customary confidentiality protections. Parent (and, after the Effective Time, the Surviving Corporation) shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (1) any action taken by them at the request of Parent or any Merger Sub pursuant to this Section 5.14 or in connection with the arrangement of the Financing or any alternative financing that Parent may raise in connection with the Merger and the other transactions contemplated by this Agreement or (2) DHCS shall establish a Center for Medicare and Medicaid Services any information utilized in connection therewith (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred other than information provided by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, Company or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval any of its rates prior to providing any covered DMC-ODS Pilot program servicesSubsidiaries). 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services (a) From the date hereof until the earlier of (a) the Closing Date and (b) termination of this Agreement pursuant to Section 8.01, Biovail and Valeant shall use, and shall cause the Biovail Subsidiaries and Valeant Subsidiaries, respectively, to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the financing and related transactions (including the payment, refinancing and tendering of existing indebtedness) (the “Financing”) described in the executed commitment letter attached hereto as Exhibit C (the “Commitment Letter”), including using reasonable best efforts to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter, (ii) satisfy on a timely basis all conditions to obtaining the Financing set forth therein and (iii) consummate the Financing at or prior to Closing, including (A) participating in a reasonable number of meetings, road shows, rating agency sessions and drafting sessions, and participating in reasonable and customary due diligence, (B) furnishing the financial institutions providing or arranging the Financing (the “Financing Sources”) with such financial and other pertinent information as may be reasonably requested to consummate the Financing, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act (including any required audits thereof, which shall be unqualified) and of the type and form customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act, (C) assisting the Financing Sources in the preparation of (1) For claiming Federal Financial Participation an offering document for any portion of the Financing and (FFP), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center materials for Medicare and Medicaid Services rating agency presentations, (CMSD) approved Certified Public Expenditure (CPE) protocol before FFP associated reasonably cooperating with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA the marketing efforts for any portion of the STCsFinancing and (E) must explain causing their respective independent accountants to provide assistance and cooperation in the process DHCS shall Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing any necessary consents to use their audit reports relating to determine costs incurred by the counties under this demonstration. Biovail or Valeant, as applicable, and (3) The Contractor providing any necessary “comfort letters.” Biovail and Valeant shall, and shall only provide state plan DMC services until DHCS and CMS approve cause their respective Subsidiaries to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the failure of this Intergovernmental Agreement and any of the approved Intergovernmental Agreement is executed by conditions contained in the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant Commitment Letter or in any definitive agreement related to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then Financing. In the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit event any portion of the OHC. If Financing becomes unavailable on the Contractor submits a claim to an OHC terms and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I Codethe Commitment Letter, Section 14021.51Biovail and Valeant shall use their reasonable best efforts to obtain alternative financing from alternative sources as promptly as reasonably practicable following the occurrence of such event. The Contractor Biovail shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all give Valeant prompt notice of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data any material breach by any party to the DHCS Rates Setting Work Group upon its request for the purpose Commitment Letter of setting the OTP/NTP rates after the expiration which Biovail becomes aware. Valeant shall give Biovail prompt notice of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports any material breach by any party to the Contractor for the purpose Commitment Letter of cost settlementwhich Valeant becomes aware.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to cause its and their respective Representatives to provide to the Parent Entities such cooperation reasonably requested by Parent that is reasonable or customary in connection with the Debt Financing (FFPprovided that such requested cooperation is consistent with applicable Law and does not materially interfere with the operations of the Company and its Subsidiaries), including (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies as reasonably requested by Parent and otherwise reasonably cooperating with the Contractor marketing efforts of Parent Entities and the Parent Financing Sources for the Debt Financing; (ii) providing all reasonably requested assistance with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing; provided that any such memoranda or prospectuses may, at the election of the Parent Entities, contain disclosure and financial statements with respect to the Company or the Final Surviving Entity reflecting the Final Surviving Entity and/or its Subsidiaries as the obligor; (iii) promptly furnishing Parent and the Parent Financing Sources with customary financial and other information regarding the Company and its Subsidiaries including non-public and pro forma financial information and projections as may be reasonably requested by Parent for Parent Financing Source diligence or to prepare any offering memorandum, confidential information statement, lender presentation and other materials contemplated by the Debt Financing Commitment; (iv) using reasonable best efforts to obtain customary accountants’ comfort letters (including providing any necessary management representation letters), legal opinions, appraisals, surveys, title insurance, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments and other documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by any of the Parent Entities, to cooperate with and assist such Parent Entity in obtaining such documentation and items; (v) reasonable or customary participation by appropriate senior management of the Company in the negotiation and preparation of the documentation relating to the Debt Financing, provided that any such documents executed and delivered by the Company or any of its Subsidiaries shall certify be subject (or not delivered prior) to the total allowable expenditures incurred occurrence of the Effective Time; (vi) using reasonable best efforts to take such actions that are reasonably necessary to (A) permit the prospective lenders involved in providing the DMC-ODS Pilot program services Debt Financing to perform customary due diligence of the Company and its Subsidiaries and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing provided either through Contractor-operated providersthat any such accounts and arrangements shall be effective no earlier than the Closing Date; (vii) provide customary payoff letters and Lien releases (subject, contracted fee-for- service providers in each case, to receipt of funds from Parent sufficient to make such repayments); and (viii) consent to the use of the Company’s and its Subsidiaries’ logos to the extent customary in connection with marketing the Debt Financing; provided that such logos are used solely in a manner that is not intended to or contracted managed care plansreasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. 2(b) DHCS Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall establish a Center for Medicare and Medicaid Services be required, under the provisions of this Section 5.18 or otherwise in connection with the Debt Financing, (CMSi) approved Certified Public Expenditure (CPE) protocol before FFP associated to provide any cooperation to the extent that it would materially interfere with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA the business or operations of the STCsCompany or any of its Subsidiaries, (ii) must explain to enter into any instrument or Contract, or agree to any change or modification to any instrument or Contract or take any action with respect to its existing Indebtedness (other than giving required notices of intent to terminate hedge agreements and repay LIBOR loans), prior to the process DHCS shall use occurrence of the Effective Time that would be effective if the Effective Time does not occur, (iii) to determine costs incurred by provide any cooperation, or take any action, that would cause the counties Company to breach any provision or fail to perform any of its obligations under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant or cause any condition to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process Closing set forth in W&I CodeArticle VI to fail to be satisfied, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a(iv) The Contractor shall ensure that all to cause any of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data their respective boards of directors (or equivalent bodies) to the DHCS Rates Setting Work Group upon its request adopt any resolution, grant any approval or authorization or otherwise take any corporate or similar action in each case for the purpose of setting approving the OTP/NTP rates after Debt Financing or (v) to pay any commitment or other similar fee in respect of the Debt Financing prior to the Effective Time that is not advanced or substantially simultaneously reimbursed by Parent. Parent shall indemnify, defend, and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (A) any action taken by them at the request of any of the Parent Entities pursuant to this Section 5.18 or in connection with the arrangement of the Debt Financing or (B) any information utilized in connection therewith. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and the Subsidiaries contemplated by this Section 5.18. Nothing contained in this Section or otherwise shall require the Company to be an issuer or guarantor with respect to the Debt Financing prior to the Closing. All material, non-public information regarding the Company and its Subsidiaries provided to the Parent Entities or their respective Representatives pursuant to this Section 5.18 shall be kept confidential by them in accordance with the Confidentiality Agreement except for disclosure to potential lenders and investors and their respective officers, employees, representatives and advisors as required in connection with the Debt Financing subject to customary confidentiality protections. (c) Parent shall use its reasonable best efforts to complete the Debt Financing on or before the Closing Date, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Debt Financing Commitment, or on other terms reasonably acceptable to Parent and not in violation of this Section 5.18 and (ii) satisfy on a timely basis all conditions applicable to such Debt Financing in such definitive agreements; provided, however, that if the Parent Entities have raised through alternative sources (an “Alternative Financing”) funds sufficient to meet their obligations to pay the Merger Consideration, refinance any outstanding indebtedness of the Company and its Subsidiaries and pay all fees and expenses of the Company and its Subsidiaries in connection with the Mergers, the Debt Financing and the other transactions contemplated by this Agreement the Parent Entities shall have no obligation to arrange any such Debt Financing on the terms and conditions described in such respective Debt Financing Commitment or otherwise so long as (A) Parent shall promptly notify the Company of any such Alternative Financing, and (B) the terms of such Alternative Financing (x) are not materially less favorable to Parent or the Company than the Debt Financing and (y) would not reasonably be expected to cause any delay in the consummation of the Mergers as compared to the Debt Financing (it being understood and agreed that any Alternative Financing shall not include the issuance of Parent Common Stock or Parent options or other rights to acquire Parent Common Stock). In the event any portion of the Debt Financing, or if applicable any Alternative Financing, becomes unavailable, Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain bridge financing, alternative debt financing or equity financing from alternative sources in an amount sufficient to meet the Parent Entities’ obligations to pay the Merger Consideration, refinance any outstanding indebtedness of the Company and its Subsidiaries and pay all fees and expenses of the Company and its Subsidiaries in connection with the Mergers, the Debt Financing and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, it is understood and agreed that reasonable best efforts of Parent contemplated by this Section 5.18(c) shall be deemed to require Parent to bring enforcement actions to cause the applicable lenders to provide the Debt Financing or Alternative Financing, as applicable. Except as provided elsewhere in this Section 5.18, nothing contained in this Agreement shall prohibit any Parent Entity from entering into agreements relating to the Debt Financing or the operation of any Parent Entity or, as of the Effective Time, the Final Surviving Entity, including adding equity providers or operating partners (so long as any such agreements or entering into such agreements would not reasonably be expected to materially impair or delay the Closing (including with respect to approvals required in connection therewith under any applicable Gaming Laws)). (d) Without the prior written consent of the Company, which consent shall not be unreasonably delayed, conditioned or withheld, no Parent Entity shall permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, the Debt Financing Commitment if such amendment, modification, waiver or replacement would reasonably be expected to (i) delay or prevent the Closing, (ii) modify the conditions contained in the Debt Financing Commitment (the “Debt Financing Conditions”) or create any new condition to the Debt Financing or the Alternative Financing, as applicable, (other than the Debt Financing Conditions as in effect on the date hereof), (iii) reduce the net cash proceeds of the Debt Financing, including any reduction in the aggregate principal amount of the Debt Financing, (iv) change the date for termination and/or expiration of the DMC-ODS Pilot programDebt Financing Commitment to an earlier date or (v) adversely impact the ability of any Parent Entity to enforce its rights against other parties to the Debt Financing Commitment prior to the Closing. Without the prior written consent of the Company, no Parent Entity shall permit any assignment of rights or obligations under the Debt Financing Commitment, provided that the Lender may syndicate the Debt Financing so long as the Lender retains and remains obligated to fund its commitment under the Debt Financing until the Debt Financing is fully funded by the designated assignees and the syndicated sources of funding for the Debt Financing. Parent shall promptly provide the Company written notice of any amendment or modification relating to the Debt Financing Commitment that does not require consent pursuant to Section 5.18(c). i. The DHCS Rates Setting Workgroup (e) Parent shall propose a recommended format give the Company prompt notice: (i) of the receipt of any written notice from the Lender or any other source of Debt Financing with respect to any termination or repudiation of the Debt Financing Commitment by the Lender or any such source of Debt Financing or (ii) if for any reason any portion of the Debt Financing actually becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment; provided, that neither Parent nor any of its Affiliates shall be under any obligation to disclose any information pursuant to this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports sentence to the Contractor for extent that (x) such information is subject to attorney-client or similar privilege (but only if such privilege is asserted in good faith) or (y) the purpose disclosure of cost settlementwhich would be prohibited or restricted by applicable Law.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries to provide, and shall use its reasonable best efforts to cause their respective Representatives, including legal and accounting Representatives, to provide, all cooperation reasonably requested by Parent in connection with the arrangement of the financings contemplated by any Debt Financing Commitments (FFPprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including: (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; (ii) assisting with the Contractor preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, marketing materials and similar documents (including MD&A and business description) required in connection with the Debt Financing; provided, that any private placement memoranda or prospectuses in relation to high yield debt securities need not be issued by the Company or any of its Subsidiaries; provided, further, that any such memoranda or prospectuses shall certify contain disclosure and financial statements with respect to the total allowable expenditures incurred in providing Company or the DMC-ODS Pilot program services provided either through Contractor-operated providersSurviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) executing and delivering any pledge and security documents, contracted fee-for- service providers other definitive financing documents, or contracted managed care plans. 2) DHCS shall establish other certificates, legal opinions or documents as may be reasonably requested by Parent (including a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA certificate of the STCschief financial officer of the Company with respect to solvency of the Company on a consolidated basis and consents of accountants for use of their reports in any materials relating to the Debt Financing) must explain and otherwise reasonably facilitating the process DHCS granting, pledging, recording and perfection of collateral; (iv) furnishing Parent and its financing sources as promptly as practicable (and in any event no later than 25 Business Days prior to the End Date) with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all financial statements and financial and other data of the type that would be required by Regulation S-X and Regulation S-K under the Securities Act of the type and form customarily included in private placements under Rule 144A of the Securities Act to consummate the offerings of securities contemplated by the Debt Financing Commitments at the time during the Company’s fiscal year such offerings will be made (the “Required Financial Information”); (v) using commercially reasonable efforts to assist Parent in connection with the satisfaction of the conditions of the Debt Financing Commitment, (vi) providing monthly financial statements (excluding footnotes) within the time frame, and to the extent, the Company prepares such financial statements; (vii) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establish blocked account agreements in connection with the foregoing; (viii) entering into one or more credit or other agreements on terms reasonably satisfactory to Parent in connection with the financing contemplated by the Debt Financing Commitments immediately prior to the Effective Time; provided, that none of the Company or any of its Subsidiaries shall use be required to determine enter into any purchase agreement for any high yield debt financing (other than bridge financing); and (ix) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the financings contemplated by the Debt Financing Commitments and the direct borrowing of all of the proceeds of, the incurrence of the debt contemplated by, and the issuance of the securities contemplated by, the Debt Financing Commitments, including any high yield debt and any preferred financing, by the Surviving Corporation concurrently or immediately following the Effective Time; provided, that prior to the Effective Time neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other cost or expense that is not simultaneously reimbursed by Parent in connection with the Debt Financing prior to the Effective Time. Parent or Merger Sub shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the counties under Company or any of its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing (other than to the extent such losses arise from the willful misconduct of the Company, any of its Subsidiaries or their respective Representatives) and any information utilized in connection therewith (other than information provided by the Company or any of its Subsidiaries). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. All non-public or otherwise confidential information regarding the Company obtained by Parent, Merger Sub or their Representatives pursuant to this demonstrationSection 7.10(a) shall be kept confidential in accordance with the Confidentiality Agreement. 3(b) The Contractor Parent shall only provide state plan DMC services until DHCS and CMS approve use its reasonable best efforts to arrange the Debt Financing as promptly as practicable taking into account the expected timing of this Intergovernmental Agreement the Marketing Period and the approved Intergovernmental Agreement is executed End Date on the terms and conditions described in the Debt Financing Commitments, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no less favorable to Parent, (ii) to satisfy on a timely basis all conditions applicable to Parent in such definitive agreements that are within its control and (iii) upon the satisfaction of such conditions, to use its reasonable best efforts to cause the funding of such Debt Financing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms no less favorable to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event but no later than the final day of the Marketing Period or if, earlier, the End Date. Parent shall keep the Company reasonably apprised of material developments relating to the Financing. For the avoidance of doubt, in the event that (x) all or any portion of the Debt Financing structured as high yield financing has not been consummated, (y) all closing conditions contained in Article VIII (other than those contained in Section 8.2(c) and Section 8.3(c)) shall have been satisfied or waived and (z) the bridge facilities contemplated by the Contractor’s County Board of Supervisors. During Debt Financing Commitments (or alternative bridge financing obtained in accordance with this time, state plan DMC services shall be reimbursed pursuant to Agreement) are available on the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 terms and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage conditions described in the Debt Financing Commitments (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) During the Approval Period, Oncor Holdings and Oncor each agree to use reasonable best efforts to timely provide, and to use reasonable best efforts to cause their Subsidiaries and their respective Representatives to timely provide, reasonable cooperation in connection with Parent’s arrangement of any debt or equity issuance contemplated by the Merger Agreement or the Plan of Reorganization (each, a “Financing”) (provided that, Parent shall use reasonable best efforts to provide Oncor Holdings and Oncor with notice of any information needed by Parent as soon as reasonably practicable). Oncor Holdings’ and Oncor’s cooperation shall be limited to the following: (i) participation by appropriate members of senior management of the Oncor Entities, which participation will be limited to providing Oncor financial and operational information in a reasonable number of meetings, presentations, road shows, due diligence sessions, and sessions with prospective lenders, investors and rating agencies, in each case, at mutually agreeable times and locations and upon reasonable notice; (ii) providing information in its control to Purchasers that is necessary for Services 1Purchasers to prepare materials for rating agencies and rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with any such Financing, together with procuring customary authorization letters authorizing the distribution of Oncor information to prospective lenders or investors (which customary authorization letters shall be required notwithstanding the reasonable best efforts standard required of Oncor Holdings and Oncor above); (iii) For claiming Federal Financial Participation furnishing (FFPA) all information and data reasonably requested by Parent to prepare all pro forma financial statements required to be prepared or are otherwise customary in connection with any Financing registered on Form ▇-▇, ▇▇▇▇ ▇-▇ or other available Form (as applicable) and (B) all financial statements and financial data of the type and form required to be prepared in accordance with Regulation S-X and Regulation S-K under the Securities Act for offerings of the debt and/or equity securities (as the case may be) contemplated in the respective Financings registered on Form ▇-▇, ▇▇▇▇ ▇-▇ or other available Form (as applicable) under the Securities Act, including all information required to be incorporated therein, provided, that, if no registration statement is required to be filed for each of the Financings, for each such Financing, financial statements and financial data shall be furnished to the extent customary to consummate the Financing (subject to exceptions customary for a private Rule 144A offering) and, for the avoidance of doubt, would not require financial information otherwise required by Rule 3-10 and Rule 3-16 of Regulation S-X or “segment reporting” and any Compensation Discussion and Analysis or executive compensation information required by Item 402 of Regulation S-K; (iv) using reasonable best efforts to assist Parent and the lenders and investors for such Financing or their respective Affiliates in obtaining corporate, facilities and securities ratings, as applicable, in connection with the Financing prior to the launch of the Financing; (v) providing information in its control that is necessary for the preparation of customary schedules and exhibits in connection with the Financing; (vi) furnishing Parent and the lenders and investors for such Financing or their respective Affiliates promptly, and in any event no later than three (3) Business Days prior to an Early Financing Date (as defined in the Merger Agreement) or the Purchase Closing Date, as applicable, with all documentation and other information which any lender or investor providing or arranging the Financing has reasonably requested, including under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, in each case to the extent such request is made at least ten (10) Business Days prior to the Early Financing Date or the Purchase Closing Date, as applicable; (vii) providing customary management representation letters to the independent accountants and causing Oncor’s independent auditors to cooperate in connection with the Financing (including providing accountants’ comfort letters and consents to use their audit reports from Oncor’s independent auditors to the extent required in connection with such Financing); and (viii) otherwise cooperating with the reasonable requests of Parent to satisfy any express conditions precedent to the Financing that require Oncor information, provided that with respect to the foregoing clauses (i)-(viii), (A) no Oncor Entity shall be required to endorse any particular strategy or structure, (B) the Contractor Purchasers shall certify be responsible for any projections, (C) such requested cooperation shall not unreasonably interfere with the total allowable expenditures incurred ongoing operations of any Oncor Entity, (D) no Oncor Entity shall be required to pay any commitment or other similar fee or incur any other liability or obligation in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providersFinancing, contracted fee-for- service providers (E) other than customary authorization letters, no Oncor Entity or contracted managed care plansany of their respective officers, directors, or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the consummation of the Merger or that would be effective prior to the Purchase Closing Date, (F) no Persons who are on the board of directors or the board of managers (or similar governing body) of any Oncor Entity prior to the Purchase Closing Date in their capacity as such shall be required to pass resolutions or consents to approve or authorize the execution of the Financing, and (G) no Oncor Entity or any of their respective officers, directors, or employees shall be required to execute any solvency certificate in connection with the Financing. Nothing contained in this Section 12 or otherwise shall require any Oncor Entity to be an issuer or other obligor with respect to the Financing nor to assume any liability whatsoever for such Financing. 2(b) DHCS shall establish During the Approval Period, it is understood that Parent may seek to market and consummate all or a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA portion of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under Financing. In this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS regard, and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the serviceavoidance of doubt, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates Oncor Holdings and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process Oncor acknowledge that their cooperation obligations set forth in W&I CodeSection 12(a) include the obligation to use their reasonable best efforts to cooperate with any such efforts, provided such cooperation obligations are limited to those set forth in Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate12(a). a(c) The Contractor Notwithstanding anything herein to the contrary, none of the Oncor Entities or their respective Representatives shall ensure be required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or their performance of their respective obligations under this Section 12 or any information utilized in connection therewith. Parent shall indemnify and hold harmless the Oncor Entities and their respective Representatives from and against any and all Costs suffered or incurred by them in connection with the arrangement of the Financing and the performance of their respective obligations under this Section 12 and any information utilized in connection therewith (other than Costs arising from any untrue statement of a material fact in information provided by any Oncor Entity or any omission of a material fact required to be stated in such information or necessary in order to make such information not misleading). Parent shall, promptly upon request of Oncor Holdings or Oncor, reimburse any Oncor Entity for all reasonable and documented out-of-pocket costs and expenses incurred by such Oncor Entity (including those of its contracted OTP/NTP providers provide it Representatives) in connection with financial data on an annual basisthe cooperation required by this Section 12. The Contractor shall collect Each of Oncor Holdings and submit this data Oncor hereby consents to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration use of the DMC-ODS Pilot programlogos of the Oncor Entities in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage any Oncor Entity or the reputation or goodwill of any Oncor Entity. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Parent shall use commercially reasonable efforts to arrange and obtain the Debt Financing. Without limiting the foregoing, Parent and Merger Sub shall use commercially reasonable efforts to (i) enter into definitive agreements with respect to the Debt Financing, (ii) consummate the Debt Financing at or prior to the Closing, and (iii) cause the lenders and other Persons providing Debt Financing to provide the required funds on the Closing Date. Parent and Merger Sub shall give Company prompt notice if Parent obtains actual knowledge that Parent or Merger Sub will not be able to obtain all or any portion of the Debt Financing on the terms, or in the manner or from the sources acceptable to Parent; provided, that in no event will Parent or Merger Sub be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Parent and Merger Sub shall have used their reasonable best efforts to disclose such information in a way that would not waive such privilege. Parent agrees to prepare the Information Memorandum and to deliver it to the lead arranger for Servicesits Debt Financing within three (3) Business Days following the date that it receives the Required Financial Information. 1(b) For claiming Federal Prior to the Closing, Company shall use commercially reasonable efforts to provide to Parent and Merger Sub, at Parent’s sole cost and expense, all reasonable cooperation reasonably requested by Parent that is customary and necessary in connection with arranging and obtaining the Debt Financing, including (i) furnishing Parent and Merger Sub and any proposed financing sources the Required Financial Participation Information and any other financial statements required by clause (FFPc) of paragraph (b) under the heading “Conditions Precedent to Closing” of Exhibit B to the Debt Commitment Letter as in effect on the date hereof, (ii) making senior management of the Company available to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders of, the Debt Financing), lender presentations, and sessions with rating agencies in connection with the Contractor Debt Financing; (iii) reasonably assisting Parent and any potential financing sources in the preparation of, and information that is reasonably requested for inclusion in, customary bank information memoranda, rating agency presentations and lender presentations relating to the Debt Financing, (iv) providing and executing documents as may be reasonably requested by Parent (including without limitation a customary authorization letter applicable solely to information relating to the Company and its Subsidiaries), (v) executing and delivering any pledge and security documents and otherwise facilitating the pledging of collateral as may be reasonably requested by Parent, and (vi) delivering such “backup” officer’s certificates as may be reasonably requested by Parent in connection with any legal opinion requested in connection with the Debt Financing; provided, however, that, with respect to the foregoing clauses (i)-(vi), (A) no obligation of the Stockholder, Company or any of its Subsidiaries, or any of their respective officers, directors, employees or representatives under any certificate, document or instrument shall certify be effective until the total allowable expenditures Effective Time and none of the Stockholder, Company or any of its Subsidiaries shall be required to take any action under any certificate, document or instrument that is not contingent upon the Closing (including the entry into any agreement that is effective before the Effective Time) or that would be effective prior to the Effective Time (it being understood that only those directors, members and officers of the Company and its Subsidiaries that retain such positions as of the Effective Time shall be required to execute any such documents), (B) none of the Stockholder, Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any liability in connection with the Debt Financing prior to the Closing, (C) none of the Stockholder, Company or any of its Subsidiaries shall be required to prepare audited financial statements (or have any financial statements audited) other than the Audited Financial Statements; (D) none of the Stockholder, and prior to the Closing, none of the Company or any of its Subsidiaries shall be required to issue any offering document or marketing materials in connection with the Debt Financing, (E) in no event will the Company or any of its Subsidiaries be under any obligation to disclose any information that is subject to attorney-client or similar privilege if the Company and/or its Subsidiaries have used their reasonable best efforts to disclose such information in a way that would not waive such privilege, (F) neither the Company nor any of its Subsidiaries shall be under any obligation to provide any cooperation under this Section 6.03(b) that would unreasonably interfere with the ongoing operations of the Company or the Subsidiaries and (G) only those directors, members and officers of the Company and its Subsidiaries that retain such positions as of the Effective Time shall be required to execute any document required to be executed under this Section 6.03(b). (c) Prior to the Closing, the Company and its Subsidiaries and each of their respective shareholders, officers, directors, employees and representatives shall not be liable to Parent, the Lenders, the arrangers or any of their respective Affiliates, shareholders, officers, directors, employees and/or representatives with respect to any liability incurred in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providersDebt Financing except to the extent arising from the gross negligence, contracted fee-for- service providers willful misconduct or contracted managed care plansbad faith of the Company, its Subsidiaries or their respective officers, directors, employees or representatives. 2(d) DHCS shall establish a Center for Medicare Parent and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA Merger Sub acknowledge and agree that the obtaining of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCDebt Financing, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhaustedany alternative financing, or b) The specific service is not a benefit condition to Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the OHC. If the Contractor submits a claim to an OHC and receives partial payment availability of the claimDebt Financing or any alternative financing, the Contractor may submit the claim subject to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount fulfillment or waiver of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateherein. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment Between the date hereof and the Effective Time, at Royal’s cost and expense, Royal shall, and shall cause the Royal Subsidiaries to, and shall use its commercially reasonable efforts to cause the respective officers and advisors, including legal and accounting, of Royal and the Royal Subsidiaries to, provide to Purchaser, all cooperation reasonably requested by Purchaser that is reasonably necessary, proper or advisable in connection with the financing contemplated by the Commitment Letter, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Royal and the Royal Subsidiaries, including (i) to the extent reasonably necessary to effect such financing, participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) using its commercially reasonable efforts to assist with the preparation of rating agency presentations, bank information memoranda and other materials contemplated by the financing described in the Commitment Letter to the extent, if any, required in connection with such financing, (iii) using commercially reasonable efforts to furnish Purchaser and its financing sources with financial statements and related information, including audited consolidated financial statements for Services 1) For claiming Federal Financial Participation (FFP)such periods as are required in connection with such financing and other financial and other pertinent information regarding Royal and the Royal Subsidiaries as may be reasonably requested by Purchaser in connection with such financing, the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare including all financial statements and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA financial data of the STCstype required by Regulation S-X and Regulation S-K under the 1933 Act, (iv) must explain using commercially reasonable efforts to obtain accountants’ comfort letters if and as reasonably requested by Purchaser, (v) using its commercially reasonable efforts to provide monthly financial statements (excluding notes thereto) within forty-five (45) days of the process DHCS shall use end of each month prior to determine costs incurred the Effective Time, and (vi) using all reasonable efforts to take all actions necessary and appropriate to (A) permit the prospective lenders involved in the financing contemplated by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement Commitment Letter to evaluate Royal’s and the approved Intergovernmental Agreement is executed Royal Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establishing bank and other accounts and blocked account agreements and lock box arrangements effective with respect to the period commencing at the Effective Time. Royal hereby consents to the use of the logos of Royal and the Royal Subsidiaries in connection with the financing contemplated by the ContractorCommitment Letter. Royal will continue to use commercially reasonable efforts to devise a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s County Board general or specific authorization; and (b) transactions are recorded as necessary (A) to permit preparation of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCfinancial statements in conformity with United States generally accepted accounting procedures, or a notice of denial from the OHC indicating that: aany other criteria applicable to such statements, and (B) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate maintain accountability for the service, less the amount of the payment made by the OHCassets. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing, Titanium shall, and shall cause its Subsidiaries to, use its reasonable best efforts to provide, at Silver’s sole expense, the following cooperation as Silver may reasonably request to assist Silver in the arrangement of any third party financing transaction related to the Transactions (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of Titanium or its Subsidiaries): (i) participate in a reasonable number of meetings, drafting sessions, rating agency presentations and due diligence sessions and assist in preparation of rating agency and other presentations (provided that Titanium and its Subsidiaries and their respective Representatives shall not be required to participate in more than one road show or similar meeting in respect of marketing third party financing); (ii) furnish Silver and its financing sources with such financial statements, financial data and other information regarding Titanium and its Subsidiaries of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for Services a public offering of securities of Silver if Silver were filing a new registration statement (including for use in Silver’s preparation of pro forma financial statements, it being understood that Silver shall be responsible for preparing any pro forma adjustments and financial statements giving effect to the Transactions), including updates to any such information as may be reasonably requested by Silver (including so as to remain current pursuant to Rule 3-12 under Regulation S-X) (provided that to the extent any such financial information is contained in any Titanium SEC Documents, such inclusion shall constitute delivery to Silver and its financing sources hereunder and consent by Titanium and its Subsidiaries to use of such information); (iii) cause Titanium’s independent accountants to prepare and deliver “comfort letters,” dated the date of each final offering document used in connection with any securities offering by Silver (with appropriate bring-down comfort letters delivered on each closing date of any such offering, including in connection with the exercise of an option to purchase additional securities of Silver), subject to and in compliance with professional standards; (iv) provide customary representation letters to Titanium’s independent accountants in connection with delivery of any such “comfort letters;” (v) cause Titanium’s independent accountants to provide consent to use of their audit reports in materials relating to such financing in respect of the Transactions, including SEC filings and offering memoranda that include or incorporate Silver’s consolidated financial information and their reports thereon in accordance with normal customary practice; and (vi) provide customary documentation and other information that financing sources reasonably determine is necessary under applicable “know your customer” and anti-money laundering rules and regulations to the extent requested at least ten business days prior to the Closing; provided, that (1) For claiming Federal Financial Participation none of the Titanium Parties or any of their respective Subsidiaries shall be required to pay any fees prior to the Closing (FFP)other than reasonable out of pocket expenses promptly reimbursed by Silver hereunder on demand) or incur any other liability in connection with any financing until the occurrence of the Closing, the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. (2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA none of the STCs) must explain Titanium Parties or any of their respective Subsidiaries shall be required to execute or deliver any documents or take any action relating to any financing that is not contingent upon the process DHCS shall use to determine costs incurred by the counties under this demonstration. Closing, (3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve no Representative of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board Titanium Parties or any of Supervisors. During this time, state plan DMC services their respective Subsidiaries shall be reimbursed pursuant required to take any action that would reasonably be expected to result in or cause any personal liability in their personal capacity on the part of any Representative that is an individual or, to the state plan extent not subject to reimbursement methodologies. or indemnification by Silver hereunder, any other liability on the part of any Representative, (4) Pursuant no action shall be required to Title 42 CFR 433.138 and 22 CCR 51005(a)the extent such action could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached, if (5) no action shall be required to the extent that it could reasonably be expected to conflict with the Organizational Documents of any of the Titanium Parties or any of their respective Subsidiaries or any Applicable Law or could reasonably be expected to result in a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCviolation or breach of, or a notice default (with or without notice, lapse of denial from time, or both) under, any contract to which any of the OHC indicating that: aTitanium Parties or any of their respective Subsidiaries is a party or is bound by, (6) The recipient’s OHC coverage has been exhausted, or bwould require any of the Titanium Parties or any of their respective Subsidiaries or any of their Representatives to provide access to or disclose information that the Titanium determines would jeopardize any attorney-client or other legal privilege of any Titanium Party or any of their respective Subsidiaries and (7) The specific service no action shall be required to the extent such action could reasonably be expected to cause any condition to the Closing set forth in Article VII to fail to be satisfied or otherwise cause any breach of this Agreement. Silver hereby acknowledges and agrees that the obtaining of any financing is not a benefit condition to the Closing. (b) Silver shall, and shall cause its Affiliates to, promptly upon request by Titanium, reimburse Titanium and its Subsidiaries for all out-of-pocket costs and expenses (including attorneys’ fees) incurred in connection with the cooperation contemplated by this Section 6.05. Silver acknowledges and agrees that none of the OHC. If Titanium Parties or their respective Representatives shall have any responsibility for, or incur any liability to any Person under or in connection with, the Contractor submits arrangement of any financing that Silver may obtain or seek to obtain in connection with the Transactions (including any equity financing), and that Silver shall indemnify and hold harmless Titanium, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by them in connection with the arrangement of any financing that Silver may obtain or seek to obtain in connection with the Transactions (including any equity financing), any cooperation contemplated by this Section 6.05, and any information utilized in connection therewith; provided, however, that the foregoing indemnity shall not apply to any liabilities to the extent resulting from (i) a claim Willful Breach of any representation, warranty or covenant or agreement of Titanium under this Agreement, (ii) gross negligence or (iii) fraud, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgment. (c) Titanium will use its reasonable best efforts to an OHC provide, and receives partial payment use its reasonable best efforts to cause its Representatives to provide, to Silver and its financing sources such information as may be necessary so that the financing information pertaining to Titanium and its Subsidiaries does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the claimcircumstances under which such statements are made, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCnot misleading. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation The Company and its Subsidiaries shall use commercially reasonable efforts to cooperate in connection with the arrangement of Parent’s financing (FFPwhether debt, convertible debt or otherwise) including, without limitation (i) cooperating with Parent to provide the banks and other institutions or entities arranging or providing Parent’s financing all information (financial and other) with respect to the Company and its Subsidiaries and the transactions contemplated by this Agreement reasonably requested by Parent (except to the extent the Company is prohibited from doing so under applicable confidentiality agreements), (ii) causing the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare Company’s senior officers and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made other Company representatives to be available to DHCSParent and the banks and other institutions or entities arranging or providing Parent’s financing to participate in due diligence sessions and to participate in presentations related to any transaction comprising Parent’s financing, including “road show” presentations to rating agencies, potential lenders and other investors, (iii) assisting in the preparation of one or more appropriate offering documents and assisting Parent and the banks and other institutions arranging or providing Parent’s financing in preparing other appropriate marketing materials, in each case to be used in connection with such financing, and (iv) requesting the Company’s independent auditors to prepare and deliver (at Parent’s expense) “comfort letters”, dated the date of each offering document used in connection with any transaction comprising Parent’s financing (with appropriate bring down comfort letters delivered on the closing date for each financing), in compliance with professional standards. This DHCS approved CPE protocol (Attachment AA Notwithstanding the foregoing, the officers of the STCsCompany shall not be required to perform services pursuant to clauses (ii) must explain or (iii) above to the process DHCS shall use to determine extent the performance of such services would materially interfere with the ordinary course of business operations of the Company. All out-of-pocket costs and expenses incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve Company or any of this Intergovernmental Agreement and its Subsidiaries in connection with the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit performance of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process obligations set forth in W&I Code, this Section 14021.51. The Contractor 7.7 shall reimburse all OTP/NTP providers at this ratebe borne by Parent in accordance with Section 11.6. a(b) The Contractor Each of Parent and Merger Sub will use all commercially reasonable efforts to comply in all material respects with its obligations, covenants and agreements set forth in the Commitment Letter and to satisfy in all material respects the conditions set forth in the Commitment Letter. In the event that the Commitment Letter is terminated, each of Parent and Merger Sub will use all commercially reasonable efforts to obtain comparable alternative third party financing. Each of Parent and Merger Sub shall ensure that use all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect commercially reasonable efforts to negotiate and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates enter into as soon as practicable after the expiration of date hereof, all definitive agreements necessary in order to obtain the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for credit facilities contemplated by the Commitment Letter. As used in this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h)Agreement, the Contractor term “Commitment Letter” shall not require OTP/NTP providers to submit cost reports to mean the Contractor for commitment letter dated November 6, 2007, by and between Parent, on the purpose of cost settlementone hand, and CIT Healthcare LLC and CIT Capital Securities LLC, on the other hand.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation During the Interim Period, Oncor Holdings and Oncor each agree to use reasonable best efforts to timely provide, and to use reasonable best efforts to cause their Subsidiaries and their respective officers and Representatives to timely provide, reasonable cooperation in connection with the arrangement of any debt or equity issuance contemplated by the Merger Agreement or the Plan of Reorganization (FFPeach, a “Financing”) (provided that Parent shall use reasonable best efforts to provide Oncor Holdings and Oncor with notice of any information needed by Parent as soon as reasonably practicable), which cooperation shall be limited to the Contractor following: (i) participation by appropriate members of senior management of the Oncor Entities, which participation will be limited to providing Oncor financial and operational information in meetings, presentations, road shows, due diligence sessions, and sessions with prospective lenders, investors and rating agencies, in each case, at mutually agreeable times and locations and upon reasonable notice; (ii) providing information in its control to Purchasers that is necessary for Purchasers to prepare materials for rating agencies and rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with any such Financing, together with procuring customary authorization letters authorizing the distribution of Oncor information to prospective lenders or investors; (iii) furnishing (A) all information and data reasonably requested by Parent to prepare all pro forma financial statements required to be prepared or are otherwise customary in connection with any Financing registered on Form ▇-▇, ▇▇▇▇ ▇-▇ or other available Form (as applicable) and (B) all financial statements and financial data of the type and form required to be prepared in accordance with Regulation S-X and Regulation S-K under the Securities Act for offerings of the debt and/or equity securities (as the case may be) contemplated in the respective Financings registered on Form ▇-▇, ▇▇▇▇ ▇-▇ or other available Form (as applicable) under the Securities Act, including all information required to be incorporated therein, provided, that, if no registration statement is required to be filed for each of the Financings, such financial statements and financial data shall certify be included to the total allowable expenditures incurred extent customary to consummate the Financing (subject to exceptions customary for a private Rule 144A offering); (iv) using reasonable best efforts to assist Parent and the lenders and investors for such Financing or their respective Affiliates in obtaining corporate, facilities and securities ratings, as applicable, in connection with the Financing prior to the launch of the Financing; (v) providing information in its control that is necessary for the DMCpreparation of customary schedules and exhibits in connection with the Financing; (vi) furnishing Parent and its Affiliates and the lenders or investors or their respective Affiliates providing or arranging Financing promptly, in a timely manner, with all documentation and other information which any lender or investor providing or arranging the Financing has reasonably requested, including under applicable “know your customer” and anti-ODS Pilot program services money laundering rules and regulations, including without limitation the PATRIOT Act (which cooperation shall be required notwithstanding the reasonable best efforts standard required of Oncor Holdings and Oncor above); (vii) providing customary management representation letters to the independent accountants and causing Oncor’s independent auditors to cooperate in connection with the Financing (including providing accountants’ comfort letters and consents to use their audit reports from Oncor’s independent auditors to the extent required in connection with such Financing); and (viii) otherwise assisting Parent to satisfy any express conditions precedent to the Financing that require Oncor information, provided either through Contractor-operated providersthat with respect to the foregoing clauses (i)-(viii), contracted fee-for- service providers (A) Oncor shall not be required to endorse any particular strategy or contracted managed care plansstructure, (B) the Purchasers shall be responsible for any projections, (C) such requested cooperation shall not unreasonably interfere with the ongoing operations of any Oncor Entity, (D) no Oncor Entity shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing, (E) other than customary authorization letters, no Oncor Entity or any of their respective officers, directors, or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the consummation of the Mergers or that would be effective prior to the Purchase Closing Date, (F) Persons who are on the board of directors or the board of managers (or similar governing body) of any Oncor Entity prior to the Purchase Closing Date in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Financing, and (G) no Oncor Entity or any of their respective officers, directors, or employees shall be required to execute any solvency certificate in connection with the Financing. Nothing contained in this Section 12 or otherwise shall require any Oncor Entity to be an issuer or other obligor with respect to the Financing. 2(b) DHCS shall establish During the Interim Period, it is understood that Parent may seek to market and consummate all or a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA portion of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under Financing. In this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS regard, and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the serviceavoidance of doubt, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates Oncor Holdings and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process Oncor acknowledge that their cooperation obligations set forth in W&I CodeSection 12(a) include the obligation to use their reasonable best efforts to cooperate with any such efforts, provided such cooperation obligations are limited to those set forth in Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate12(a). a(c) The Contractor Notwithstanding anything herein to the contrary, none of the Oncor Entities or their respective Representatives shall ensure be required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or their performance of their respective obligations under this Section 12 or any information utilized in connection therewith. Parent shall indemnify and hold harmless the Oncor Entities and their respective Representatives from and against any and all Costs suffered or incurred by them in connection with the arrangement of the Financing and the performance of their respective obligations under this Section 12 and any information utilized in connection therewith (other than Costs arising from any untrue statement of a material fact in information provided by any Oncor Entity or any omission of a material fact required to be stated in such information or necessary in order to make such information not misleading). Parent shall, promptly upon request of Oncor Holdings or Oncor, reimburse any Oncor Entity for all reasonable and documented out-of-pocket costs and expenses incurred by such Oncor Entity (including those of its contracted OTP/NTP providers provide it Representatives) in connection with financial data on an annual basisthe cooperation required by this Section 12. The Contractor shall collect Each of Oncor Holdings and submit this data Oncor hereby consents to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration use of the DMC-ODS Pilot programlogos of the Oncor Entities in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage any Oncor Entity or the reputation or goodwill of any Oncor Entity. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) In order to assist Purchaser with obtaining the debt financing contemplated by the Debt Commitment Letter, the Company shall provide such assistance and cooperation as Purchaser and its Affiliates may reasonably request, including (i) assisting in the preparation of any prospectus, offering memorandum or similar document or marketing material, and cooperating with lenders, (ii) making senior management of the Company and its Subsidiaries reasonably available for Services 1customary road show or syndication presentations, lender or proposed financing source meetings and ratings agencies presentations, (iii) For claiming Federal Financial Participation cooperating with prospective lenders and their respective advisors in performing their due diligence, (FFPiv) entering into customary agreements with lenders and their respective advisors, and (v) helping procure other definitive financing documents or other reasonably requested certificates or documents, including pledge and security documents, comfort letters, customary certificates (including a certificate of the chief financial officer of the Company with respect to solvency matters), legal opinions and real estate title documentation (provided that such cooperation shall not require any material expenditure by the Contractor shall certify Company or the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plansSellers). 2(b) DHCS Purchaser shall establish a Center for Medicare execute and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated deliver to the requisite parties under the Debt Commitment Letter, simultaneously with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA the execution and delivery of the STCs) must explain Debt Commitment Letter, the process DHCS shall use to determine costs incurred fee letter as contemplated by the counties under this demonstration. 3) The Contractor Debt Commitment Letter. In addition, Purchaser shall only provide state plan DMC services until DHCS not, and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timeshall cause its Affiliates not to, state plan DMC services shall be reimbursed pursuant agree to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCany condition precedent to, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less any limitation on the amount of funds available at the payment made time of, the initial borrowing under the financing contemplated by the OHC. B. Rate Setting 1) The Contractor Debt Commitment Letter or the replacement financing contemplated under this Section 8.10, not already contained in the Debt Commitment Letter which would reasonably be expected to delay or prevent the Closing. Purchaser shall propose county-specific fee-for-service (FFS) provider rates for all modalities except use commercially reasonable efforts to enter into definitive financing agreements on or before the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if Closing Date on the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates terms and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I Codethe Debt Commitment Letter or such other terms as are acceptable to Purchaser including (i) complying with the terms and conditions of the fee letter referenced therein, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a(ii) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for extent required by the purpose of setting Agent under the OTP/NTP rates after Debt Commitment Letter, preparing with the expiration assistance of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data Company and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h)the Company’s management and accounting advisors, the Contractor shall not require OTP/NTP providers to submit cost reports necessary prospectus, offering memorandum or similar document or marketing material and negotiating definitive loan documentation, (iii) to the Contractor for extent required by the purpose Agent under the Debt Commitment Letter, commencing and conducting, with the assistance of cost settlementthe Company and the Company’s management, the road show and syndication activities concerning the placement and syndication of the senior secured credit facility contemplated by the Debt Commitment Letter, and (iv) accepting any changes in the terms of the proposed financing contemplated in the “market flex.”

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries, and shall use all reasonable efforts to cause their respective Representatives, including legal and accounting, to provide all reasonable cooperation requested by SibCo or MergerCo in connection with the Financing and the other transactions contemplated by this Agreement (FFPprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the Contractor preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing; provided that any private placement memoranda or prospectuses in relation to high yield debt securities need not be issued by the Company or any of its Subsidiaries prior to the Effective Time; provided further that any such memoranda or prospectuses shall certify contain disclosure and financial statements with respect to the total allowable expenditures incurred in providing Company or the DMC-ODS Pilot program services provided either through Contractor-operated providersSurviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor, contracted fee-for- service providers (iii) executing and delivering any pledge and security documents, other definitive financing documents, or contracted managed care plans. 2) DHCS shall establish other certificates, legal opinions or documents as may be reasonably requested by SibCo or MergerCo (including a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA certificate of the STCschief financial officer of the Company or any Subsidiary with respect to solvency matters as of the Effective Time and consents of accountants for use of their reports in any materials relating to the Debt Financing), (iv) must explain reasonably facilitating the process DHCS shall use pledging of collateral, (v) furnishing SibCo or MergerCo and their respective Financing sources as promptly as practicable (and in any event no later than 25 Business Days prior to determine costs incurred the Outside Date) with such financial and other pertinent information regarding the Company as may be reasonably requested by SibCo or MergerCo, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act to consummate the offerings of debt securities contemplated by the counties under this demonstration. 3Debt Financing Letter at the time during the Company’s fiscal year such offerings will be made (“Required Financial Information”), (vi) The Contractor shall only provide state plan DMC services until DHCS providing assistance to SibCo and CMS approve MergerCo in connection with the satisfaction of this Intergovernmental Agreement the conditions set forth (A) in clauses (b), (c) and (d) of paragraph 6 of the approved Intergovernmental Agreement is executed by Debt Financing Letter, (B) opposite the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant heading “Conditions Precedent to Initial Borrowing” in Exhibit A to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 Debt Financing Letter (other than payment of fees and 22 CCR 51005(aexpenses and absence of a Company Material Adverse Effect), if a beneficiary has Other Heath Coverage and (OHCc) in paragraphs 2, 3, 4, 5, and 6 of Exhibit D to the Debt Financing Letter (in each case, to the extent the satisfaction of such condition requires actions by or cooperation of the Company), then (vii) using all reasonable efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance as reasonably requested by SibCo or MergerCo, (viii) using all reasonable efforts to provide monthly financial statements (excluding footnotes) within 25 days of the Contractor shall bill that OHC end of each month prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up Closing Date to the maximum DMC rate for extent the serviceCompany prepares such financial statements within such timeframe, less (ix) taking all actions reasonably necessary to (A) permit the amount of prospective lenders involved in the payment made by Financing to evaluate the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the ContractorCompany’s proposed ratescurrent assets, the Contractor shall have an opportunity to adjust the rates cash management and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Codeaccounting systems, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect policies and submit this data to the DHCS Rates Setting Work Group upon its request procedures relating thereto for the purpose of setting establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the OTP/NTP rates after foregoing, (x) assisting SibCo or MergerCo with any presentation to the expiration SEC with regard to the recording of the DMCMerger as a recapitalization for financial reporting purposes in accordance with GAAP and cooperating in good faith with SibCo or MergerCo, if so requested by SibCo or MergerCo, in order to develop alternative means of recording the Merger as a recapitalization for financial reporting purposes in accordance with GAAP and (xi) taking all corporate actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately following the Effective Time; provided that neither of the Company nor any of its Subsidiaries will be required to pay any commitment or other similar fee that is not simultaneously reimbursed by MergerCo in connection with the Debt Financing prior to the Effective Time. Following a Reimbursement Eligible Termination, MergerCo shall, promptly upon request by the Company, reimburse the Company for all reasonable out-ODS Pilot programof-pocket costs and expenses incurred by the Company or any of its Subsidiaries or any of their respective Representatives in connection with such cooperation. MergerCo shall indemnify and hold harmless the Company, any of its Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (excluding the out-of-pocket costs and expenses referred to in the immediately preceding sentence) suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than historical information provided by the Company or any of its Subsidiaries). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. i. The DHCS Rates Setting Workgroup (b) SibCo shall propose use all reasonable efforts to arrange the Debt Financing as promptly as practicable, subject to SibCo’s discretion with respect to the timing of the Marketing Period, but taking into account the Outside Date, on the terms and conditions described in the Debt Financing Letter, including using all reasonable efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no less favorable to SibCo and (ii) to satisfy on a recommended format for timely basis all conditions applicable to SibCo in such definitive agreements that are within its control. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Letter, SibCo shall use all reasonable efforts to arrange to obtain by the Outside Date alternative financing from alternative sources on terms no less favorable to SibCo (as determined in the reasonable judgment of SibCo) as promptly as practicable following the occurrence of such event of unavailability, but in any event no later than the Outside Date. SibCo shall keep the Company reasonably apprised of material developments relating to the Financing. For the avoidance of doubt, in the event that (x) all or any portion of the Debt Financing structured as high yield financing has not been consummated, (y) all closing conditions contained in Article VI (other than those contained in Sections 6.2(c) and 6.3(c)) shall have been satisfied or waived and (z) the bridge facilities contemplated by the Debt Financing Letter (or alternative bridge financing obtained in accordance with this annual financial data Agreement) and DHCS the proceeds thereof are available on the terms and conditions described in the Debt Financing Letter (or replacement thereof), then SibCo shall approve a final formatcause the proceeds of such bridge financing to be used to replace such high yield financing no later than the Outside Date. 3(c) Pursuant All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries obtained by SibCo, MergerCo or their respective Representatives pursuant to W&I CodeSection 5.3 or Section 5.14 shall be kept confidential in accordance with the applicable Confidentiality Agreement; provided, Section 14124.24(h)however, that SibCo, MergerCo and their Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Contractor Debt Financing upon the prior written consent of the Company, which consent shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlementbe unreasonably withheld or delayed.

Financing. A. Payment for Services 1Purchaser shall arrange the Financing on the terms and conditions described in the Financing Commitment, including (a) For claiming Federal Financial Participation negotiating definitive agreements with respect thereto on terms and conditions contained therein and (FFPb) satisfying all conditions applicable to Purchaser in such definitive agreements that are within its control. If all other conditions (including all conditions under the Financing Commitment that are required to be satisfied on the Closing Date) have been satisfied (other than those conditions that by their nature have to be satisfied at the Closing) and Seller and Purchaser are prepared to close, Purchaser agrees that if the Financing (other than the bridge facility) is not otherwise available, it will draw down from the bridge facility contemplated by the Financing Commitment an amount not less than the amount needed to pay the Estimated Cash Consideration, and shall take such actions as are reasonably necessary to cause the Closing to occur no later than the Outside Date (as defined in Section 8.1(b) below). Seller agrees to provide, and shall cause JCG LLC, the Company and the Company Subsidiaries and its and their representatives, attorneys, independent auditors and advisors to provide, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Purchaser (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries), including, without limitation, (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing Purchaser and its financing sources and its and their attorneys, independent auditors and advisors with financial and other pertinent information regarding JCG LLC, the Contractor shall certify Company and the total allowable expenditures incurred Company Subsidiaries as may be reasonably requested by Purchaser, (iii) assisting Purchaser and its financing sources in providing the DMC-ODS Pilot program services provided either through Contractor-operated providerspreparation of (A) offering documents for any debt raised to complete the transactions contemplated hereby, contracted fee-for- service providers or contracted managed care plans. 2(B) DHCS shall establish a Center materials for Medicare rating agency presentations, and Medicaid Services (CMSC) approved Certified Public Expenditure business projections and financial statements (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA including historical financial statements of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement Company and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timeCompany Subsidiaries prepared in accordance with GAAP, state plan DMC services shall be reimbursed pro forma financial statements and other financial information required pursuant to Regulation S-X of the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(aSecurities Act), if a beneficiary has Other Heath Coverage (OHC)iv) reasonably cooperating with the marketing efforts of Purchaser and its financing sources for any debt raised by Purchaser to complete the transactions contemplated hereby, then (v) providing and executing such documents as may be reasonably requested by Purchaser, (vi) reasonably facilitating the Contractor shall bill that OHC prior pledge of collateral, and (vii) using reasonable best efforts to billing DMC cause legal counsel to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit provide customary legal opinions and an independent auditor of the OHC. If Company to provide any unqualified opinions, consents or customary comfort letters with respect to the Contractor submits a claim to an OHC and receives partial payment financial statements of the claim, Company and the Contractor Company Subsidiaries as may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made be reasonably requested by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure Purchaser; provided that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor Seller shall not require OTP/NTP providers be required to submit cost reports to pay any commitment or other similar fee or incur any other Liability in connection with the Contractor for the purpose of cost settlementFinancing.

Financing. A. Payment for Services 1If Parent determines to seek financing (through loans from financial institutions and/or the issuance or sale of equity or debt securities, or otherwise) For claiming Federal Financial Participation in connection with the transactions contemplated by this Agreement (FFPeach, a “Parent Financing”), the Contractor Company shall certify provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Parent and Merger Subsidiary, all commercially reasonable cooperation as may be requested by Parent or its Representatives in connection with any Parent Financing (provided, that such requested cooperation does not unreasonably interfere with the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA ongoing operations of the STCsCompany and its Subsidiaries), including (i) must explain participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the process DHCS shall Company or its Subsidiaries with Representatives of Parent and Parent Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its Representatives in connection with any Parent Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to determine costs incurred any Parent Financing and delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Parent and Parent Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or any Parent Financing sources (the counties under this demonstration. 3“Required Information”) The Contractor shall only and using reasonable best efforts to cause the Company’s independent accountants to provide state plan DMC services until DHCS assistance and CMS approve cooperation in connection therewith to Parent and any Parent Financing sources, (iv) reasonably cooperating with advisors, consultants and accountants of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant Parent or any Parent Financing sources with respect to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a)conduct of any examination, if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, appraisal or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit review of the OHC. If the Contractor submits a claim to an OHC and receives partial payment financial condition or any of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount assets or liabilities of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve Company or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval any of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I CodeSubsidiaries, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request including for the purpose of setting establishing collateral eligibility and values, (v) to the OTP/NTP rates after extent not prohibited by Applicable Law or the expiration Company’s contractual obligations to Third Parties, (A) facilitating the granting of security or pledging of collateral and (B) executing and delivering any pledge and security documents, commitment letters, certificates and other definitive financing documents (the “Definitive Debt Documents”), provided that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup Company or any of its Subsidiaries under, any Definitive Debt Documents to which it is a party shall propose a recommended format for this annual financial data be contingent upon the occurrence of the Effective Time, (vi) taking all commercially reasonable actions necessary to (A) permit Parent Financing sources to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and DHCS shall approve a final format. 3) Pursuant to W&I Codeaccounting systems, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor policies and procedures relating thereto for the purpose of establishing collateral arrangements, provided that the information provided in connection therewith to such prospective lenders shall be subject to the terms of the Confidentiality Agreement, and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, (vii) furnishing Parent, Merger Subsidiary and their Representatives, as well as any prospective Parent Financing sources, promptly with all documentation and other information required with respect to any Parent Financing under applicable “know your customer” and anti-money laundering rules and regulations, provided that the information provided to such prospective lenders shall be subject to the terms of the Confidentiality Agreement, (viii) using commercially reasonable efforts to obtain any necessary rating agencies’ confirmation or approval of any Parent Financing, (ix) using commercially reasonable efforts to obtain consents from Third Parties and accountants’ comfort letters from the Company’s and its Subsidiaries’ accounting firm contemplated by any Parent Financing and assisting Parent and its counsel with information required for customary legal opinions required to be delivered in connection therewith and (x) taking all commercially reasonable actions necessary to permit the consummation of any Parent Financing, including the execution and delivery of any other certificates, instruments or documents reasonably requested by Parent and to permit the proceeds thereof to be made available at Closing to consummate the transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, nothing shall require the Company to deliver or cause the delivery of (A) any certificate as to the solvency or any other certificate for the Parent Financing, (B) any financial information in a form not customarily prepared by the Company with respect to such period, or (C) any financial information with respect to a month or fiscal period that has not yet ended or has ended less than 45 days prior to the date of such request (or 90 days in the case of a fiscal year-end). In no event shall the Company or any of its Subsidiaries or Affiliates be required to bear any cost settlementor expense, pay any fee or incur any liability or make any commitment or agreement effective in connection with the Parent Financing (including entry into any agreement) that is not contingent upon the Closing or would be effective prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with any Parent Financing; provided that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company of any of its Subsidiaries.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the date hereof, Parent has provided the Company with a description of the potential debt financing (FFP)the “Debt Financing”) and equity financing (the “Equity Financing” and together with the Debt Financing, the Contractor “Financing”) it may incur in order to raise proceeds sufficient to consummate the transactions contemplated by this Agreement. Prior to the earlier of the Closing Date and the Termination Date, the Company agrees to use reasonable best efforts to provide, and to use reasonable best efforts to cause its Subsidiaries (other than Oncor Entities, subject to Section 6.21) and their respective officers and employees to provide, reasonable cooperation in connection with the arrangement of the Financing; provided that, Parent shall certify use reasonable best efforts to provide the total allowable expenditures incurred Company with notice of any information needed by Parent as soon as reasonably practicable. The Company’s reasonable best efforts contemplated by this Section 6.22 include the following: (i) assisting with the preparation of customary materials for rating agencies and rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, together with procuring customary authorization letters authorizing the distribution of information to prospective lenders or investors (which customary authorization letters shall be required notwithstanding the reasonable best efforts standard required of the Company above); (ii) furnishing (x) all information and data reasonably requested by Parent to prepare all pro forma financial statements customary in connection with the Financing and (y) all financial statements and financial data of the type and form prepared in accordance with Regulation S-X and Regulation S-K under the Securities Act for offerings of debt or equity securities on a registration statement on Form S-1 or Form S-3 under the Securities Act (which, for the avoidance of doubt, in no event shall require financial information otherwise required by Rule 3-10 and Rule 3-16 of Regulation S-X (provided that information with respect to assets, liabilities, revenue and EBITDA with respect to non-guarantors in the aggregate shall be provided) or “segment reporting” and any Compensation Discussion and Analysis or executive compensation information required by Item 402 of Regulation S-K)) to the extent customary to consummate the Financing, including all information required to be incorporated therein (subject to exceptions customary for a private Rule 144A offering); (iii) furnishing Parent and the lenders and investors for such Financing or their respective Affiliates promptly, and in any event no later than three (3) Business Days prior to an Early Financing Date (as defined below) or the Closing Date, as applicable, with all documentation and other information which any lender or investor providing or arranging the DMCFinancing has reasonably requested, including under applicable “know your customer” and anti-ODS Pilot program services money laundering rules and regulations, including the PATRIOT Act in each case to the extent such request is made at least ten (10) Business Days prior to the Early Financing Date or the Closing Date, as applicable; (iv) providing customary management representation letters to the independent accountants and using reasonable best efforts to cause the Company’s independent auditors to cooperate in connection with the Financing (including providing accountant’s comfort letters and consents to use their audit reports from the Company’s independent auditors to the extent required in connection with such Financing); (v) obtaining customary payoff letters, releases of liens and other instruments of termination or discharge reasonably requested by Parent in connection with the repayment of indebtedness of the Company and its Subsidiaries (other than Oncor Entities) as necessary to consummate the transactions contemplated by this Agreement or the Plan of Reorganization; and (vi) otherwise cooperating with Parent to satisfy any express conditions precedent to the Financing within the control of the Company, provided either through Contractor-operated providersin each case (A) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, contracted fee-for- service providers (B) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or contracted managed care plansother similar fee or incur any other liability or obligation in connection with the Financing prior to the Closing Date, (C) other than customary authorization letters, none of the Company, its Subsidiaries or their respective officers, directors, or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing or that would be effective prior to the Closing Date nor prepare any pro forma financial statements, (D) Persons who are on the board of directors or the board of managers (or similar governing body) of the Company and any of its Subsidiaries prior to the Closing Date in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Financing, and (E) none of the Company or its Subsidiaries or their respective officers, directors, or employees shall be required to execute any solvency certificate in connection with the Financing. Nothing contained in this Section 6.22(a) or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Financing. 2(b) DHCS shall establish a Center for Medicare From and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA after the date hereof until the earlier of the STCsTermination Date and the Closing Date, it is understood that Parent may seek to market and consummate all or a portion of the Financing (the date of any such issuance, an “Early Financing Date”). In this regard, and for the avoidance of doubt, the Company and EFIH acknowledge that their cooperation obligations set forth in Section 6.22(a) must explain include the process DHCS obligation to use their reasonable best efforts to cooperate with any such efforts, provided such cooperation obligations are limited to those set forth in Section 6.22(a). (c) Prior to the Closing Date, none of the Company, its Subsidiaries and its and their respective Representatives shall use be required to determine take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or their performance of their respective obligations under this Section 6.22 or any information utilized in connection therewith. Parent shall indemnify and hold harmless the Company, its Subsidiaries and its and their respective Representatives from and against any and all Costs suffered or incurred by them in connection with the arrangement of the Financing and the performance of their respective obligations under this Section 6.22 and any information utilized in connection therewith (other than arising from information provided by the Company or its Subsidiaries). Parent shall, promptly upon request of the Company if this Agreement is terminated in accordance with its terms, reimburse the Company and its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses incurred by the counties under Company or its Subsidiaries (including those of its Representatives), in connection with the cooperation required by this demonstrationSection 6.22. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. 3(d) The Contractor shall only provide state plan DMC services until DHCS Parent and CMS approve Merger Sub acknowledge and agree that the consummation by Parent of the transactions contemplated by this Intergovernmental Agreement and or the approved Intergovernmental Agreement Plan of Reorganization is executed by not conditional upon the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCconsummation of, or a notice the receipt by Parent or Merger Sub or any of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit their Affiliates of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claimproceeds of, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCFinancing. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting, of the Company and its Subsidiaries to, provide to Parent all cooperation reasonably requested by Parent in connection with the arrangement of the Financing, including, without limitation, (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for Services 1rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents required in connection with the Financing; provided, however, that any private placement memoranda or prospectuses in relation to high yield debt or equity securities need not be issued by the Company or any of its Subsidiaries; provided, further that, any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) For claiming Federal Financial Participation using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including but not limited to participating in a reasonable number of drafting sessions and accounting due diligence sessions, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (FFPiv) executing and delivering definitive financing documents, including pledge and security documents or other certificates, legal opinions or documents as may be reasonably requested by Parent (including certificates of the chief financial officer of the Company or any Subsidiary with respect to solvency matters) and otherwise reasonably facilitating the pledging of collateral; provided that no obligation of the Company or any of its Subsidiaries under any such agreement, document or pledge shall be effective until the Effective Time; (v) providing access to people and information as set forth in Section 6.4; (vi) using reasonable best efforts to obtain surveys and title insurance reasonably requested by Parent, (vii) as promptly as practicable, use reasonable best efforts to furnish to Parent and its Financing sources with all financial and other pertinent information regarding the Company reasonably requested by Parent including all financial statements and data of the type required by Regulation S-X and Regulation S-K, including audits thereof to the extent so required (which audits shall be unqualified), and the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare other accounting rules and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA regulations of the STCsSEC, that is of the type and form customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act at the time during the Company’s fiscal year such offerings will be made (the “Required Financial Information”), (viii) must explain taking all actions reasonably necessary to (A) permit the process DHCS prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that no right of any lender, nor obligation of the Company or any of its Subsidiaries, thereunder shall use be effective until the Effective Time; (ix) entering into one or more credit or other agreements on terms reasonably satisfactory to determine Parent in connection with the Financing immediately prior to the Effective Time; provided that, the Company shall not be required to enter into any purchase agreement for any high-yield debt financing; provided further that no obligation of the Company or any of its Subsidiaries under such credit or other agreement shall be effective until the Effective Time; and (x) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Financing and the direct borrowing or incurrence of all of the proceeds of the Financing, including any high yield debt financing, by the Surviving Corporation immediately following the Effective Time; provided, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries; provided further that neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Financing prior to the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the counties under this demonstrationCompany or any of its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries), except to the extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from or arose out of the willful misconduct of the Company or any of its Subsidiaries. The Company hereby consents to the use of its and its Subsidiaries’ logos as may be reasonably necessary in connection with the Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of it Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. 3(b) The Contractor Subject to the provisions of Section 6.9(d), Parent shall only provide state plan DMC services until DHCS use its reasonable best efforts to take, or cause to be taken, all actions and CMS approve to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions reflected in the Debt Commitment Letters or on other terms no less favorable, in the aggregate, to Parent, (ii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in such definitive agreements that are within their control, (iii) consummate the Debt Financing at or prior to Closing and (iv) enforce its rights under the Debt Commitment Letters. In furtherance of the provisions of this Intergovernmental Agreement Section 6.9(b), one or more Debt Commitment Letters may be amended or superseded to replace or add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letters as of the date hereof, or otherwise in manner not less beneficial to Parent (as determined in the reasonable judgment of Parent) (the “New Debt Financing Commitments”), provided that the New Debt Financing Commitments shall not (i) expand or adversely amend the conditions to the Debt Financing set forth in the Debt Commitment Letters, in any material respect; (ii) reasonably be expected to delay or prevent the Closing; or (iii) reduce the aggregate amount of Debt Financing (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable to Parent than the terms set forth in the Equity Commitment Letters). Upon and from and after each such event, the term “Debt Financing” as used herein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letters that are not so superseded at the time in question and the approved Intergovernmental Agreement is executed New Debt Financing Commitments to the extent then in effect. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters for any reason, Parent shall use its reasonable best efforts to obtain alternative financing from alternative sources (“Alternative Financing”) on terms that are not less favorable, in the aggregate, to Parent then as contemplated by the Contractor’s County Board Debt Commitment Letters as promptly as practicable following the occurrence of Supervisorssuch event, but in any event no later than the last day of the Marketing Period. During In furtherance and not in limitation of the generality of the foregoing, in the event that (x) all or any portion of the Debt Financing structured as high yield financing has not been consummated, (y) all closing conditions contained in Sections 7.1, 7.2(a) and 7.2(b) shall have been satisfied or waived and (z) the bridge facilities contemplated by the Debt Financing Commitments (or alternative bridge financing obtained in accordance with this time, state plan DMC services shall be reimbursed pursuant to Section 6.9(b)) are available on the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 terms and 22 CCR 51005(aconditions described in the Debt Financing Commitments (or replacements thereof as contemplated by this Section 6.9(b), if a beneficiary has Other Heath Coverage (OHC), then Parent shall cause the Contractor proceeds of such bridge financing to be used to replace such high yield financing no later than the last day of the Marketing Period. Parent shall bill keep the Company reasonably apprised as to the status of, and any material developments relating to, the Financing. (c) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Equity Financing, including using reasonable best efforts to (i) maintain in effect the Equity Commitment Letters, (ii) satisfy on a timely basis all conditions applicable to Parent in such Equity Commitment Letters that OHC are within its control, if any, (iii) consummate the Equity Financing at or prior to billing DMC to receive either payment from Closing and (iv) enforce its rights under the OHC, or a notice of denial from the OHC indicating that:Equity Commitment Letters. a(d) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit In furtherance of the OHC. If provisions of Section 6.9(c), Parent and Merger Sub may enter into arrangements and agreements relating to the Contractor submits a claim financing to an OHC add other equity providers, so long as in respect of any such arrangements and receives partial payment of the claimagreements, the Contractor may submit following conditions are met: (i) the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the aggregate amount of the payment made by Equity Financing is not reduced; (ii) the OHC. B. Rate Setting 1arrangements and agreements, in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve arrangements and agreements would not diminish or deny those proposed rates to determine if release the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration obligations of the DMC-ODS Pilot programInvestors to Parent or Merger Sub under the Equity Commitment Letters, adversely affect the rights of Parent or Merger Sub to enforce their rights against the Investors under the Equity Commitment Letters, or otherwise constitute a waiver or reduction of Parent’s or Merger Sub’s rights under the Equity Commitment Letters. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services(a) Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing which, together with cash on hand, will permit Parent to pay the aggregate Merger Consideration and any other cash amounts payable pursuant to, or in connection with, the Transactions, including using reasonable best efforts to (i) negotiate and enter into the Financing Agreements and (ii) satisfy (or, if deemed advisable by Parent, seek a waiver of) on a timely basis all conditions within the control of Parent and required to be satisfied by it, and otherwise comply with all terms applicable to Parent, in the Financing Agreements. 1(b) For claiming Federal Financial Participation (FFPThe Company will provide to Parent, and will cause the Company Subsidiaries to provide, in each case, at Parent’s sole cost and expense as provided in Section 6.12(d), and will use reasonable best efforts to cause its Representatives to (and use reasonable best efforts to cause external auditors to) provide (x) all cooperation reasonably requested by Parent that is customary, necessary or advisable in connection with arranging, obtaining and syndicating the Contractor shall certify Financing and any other financing or refinancing transactions undertaken by Parent or any Parent Subsidiary to the total allowable expenditures incurred extent that information relating to, or the participation by members of management of, the Company is reasonably necessary in connection therewith and causing the conditions in the Financing Agreements to be satisfied and (y) provide all information and assistance that is customarily provided in financings comparable to the proposed Financing or such other financing or refinancing transaction, as the case may be, including using reasonable best efforts in (i) assisting with, and designating one member of senior management of the Company to participate in, the preparation of offering and syndication documents and materials, including registration statements, prospectuses, private placement memoranda, bank information memoranda, bank syndication material and packages, lender and investor presentations, rating agency materials and presentations, and similar documents and materials, in connection with the Financing, and providing reasonable and customary authorization letters to the DMCFinancing Sources authorizing the distribution of information to prospective lenders and containing customary information (all such documents and materials, collectively, the “Offering Documents”), (ii) furnishing promptly to Parent all Required Information as may be reasonably requested by Parent to assist in the preparation of the Offering Documents (including execution of customary authorization and management representation letters), (iii) designating one member of senior management of the Company to participate in due diligence sessions and one or more road shows, (iv) assisting Parent in obtaining any corporate credit and family ratings and, if applicable, facility ratings from any ratings agency contemplated by the Debt Commitment Letters, (v) requesting the Company’s independent auditors to cooperate with Parent’s reasonable best efforts to obtain accountant’s comfort letters and consents from the Company’s independent auditors, (vi) assisting in the preparation of, and executing and delivering, Financing Agreements and related definitive documents, including guarantees (if required) and other certificates and documents as may be requested by Parent, (vii) cooperating with Parent in seeking from the Company’s existing lenders such waivers or payoff letters which may be reasonably requested by Parent in connection with the Financing, (viii) providing at least five Business Days prior to the Closing all documentation and other information about the Company or any of the Company Subsidiaries or Affiliates required by applicable “know your customer” and anti-ODS Pilot program services provided either through Contractor-operated providersmoney laundering rules and regulations, contracted fee-for- service providers or contracted managed care plans. 2including the USA PATRIOT Act, to the extent reasonably requested at least 10 Business Days prior to the anticipated Closing, and (ix) DHCS shall establish a Center for Medicare taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Financing and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is to permit the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol the Surviving Corporation immediately upon the Effective Time, except that (Attachment AA A) nothing in this Section 6.12(b) will require such cooperation to the extent it would interfere unreasonably with the business or operations of the STCsCompany or the Company Subsidiaries, (B) must explain no obligation of the process DHCS shall Company or any Company Subsidiary under any certificate, document, agreement or instrument (other than the authorization and representation letters referred to above) will be effective until the Effective Time and, none of the Company or any Company Subsidiary will be required to pay any commitment or other similar fee or incur any other liability (other than in connection with the authorization and representation letters referred to above) in connection with the Financing prior to the Effective Time and (C) none of the Company Board or board of directors (or equivalent bodies) of any Company Subsidiary will be required to adopt or enter into any resolutions or take similar action approving the Financing (except that concurrently with the Closing the boards (or their equivalent bodies) of Company Subsidiaries may adopt resolutions or take similar actions that do not become effective until the Effective Time). Parent and Parent Subsidiaries will indemnify and hold harmless the Company and the Company Subsidiaries and each of their respective officers, directors, employees, agents, Representatives, successors and assigns from and against any and all damages, fees, costs and expenses suffered or incurred by them other than those liabilities, damages, fees, costs and expenses arising out of a material misstatement in or failure to state a material fact pertinent to the information provided by or on behalf of the Company pursuant to this Section 6.12(b), in connection with the arrangement of the Financing or the use of any Offering Documents. Upon reasonable request of the Company, the Company and its outside legal counsel will be given reasonable opportunity to determine review and comment upon the Offering Documents, or any materials for rating agencies, in each case, prepared after the date hereof, that include information about the Company or any Company Subsidiary prepared in connection with the Financing. The Company hereby consents to the use of the Company’s and the Company Subsidiaries’ logos in connection with the Financing in a form and manner agreed with the Company; except that such logos are to be used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any Company Subsidiary or the reputation or goodwill of the Company or any Company Subsidiary. The Company will, upon request of Parent, use its reasonable best efforts to periodically update any Required Information (to the extent it is available) to be included in any Offering Document to be used in connection with such Financing so that Parent may ensure that any such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. (c) The Company will file with the SEC all Company Reports on Form 10-K and Form 10-Q on or prior to the date on which such Company Reports are required to be filed under the Exchange Act, including any extensions with respect thereto. (d) Parent will promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the counties Company or any of the Company Subsidiaries in connection with the cooperation of the Company and the Company Subsidiaries contemplated by Section 6.12(b). (e) Each of Parent and Merger Sub acknowledge and agree that the obligations of each of Parent and Merger Sub under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by Transactions, including the Contractor’s County Board obligations of Supervisors. During this timeeach of Parent and Merger Sub to consummate the Merger, state plan DMC services shall will not be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCsubject to, or a notice conditioned on, receipt of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCfinancing. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP)While it is understood and acknowledged by Parent and Acquisition Corp. that financing is not a condition to the Offer or the Merger, the Contractor Company shall certify use reasonable best efforts to cooperate in connection with the total allowable expenditures incurred arrangement of any financing to be obtained by Parent and its Subsidiaries or the Surviving Corporation in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providerstransactions contemplated by this Agreement (the "FINANCING") including, contracted fee-for- service providers without limitation, (i) permitting Parent's financing sources and their officers and authorized representatives, during normal business hours, to inspect its records and premises and to consult with its officers, employees, attorneys, and agents with respect to such financial and operating data and other information with respect to the Company that Parent's financing sources request, (ii) making Company Representatives reasonably available to Parent's financing sources in connection with such Financing to reasonably participate in due diligence sessions, participate in "road shows" in connection with any such offerings and participate in meetings with rating agencies, (iii) use reasonable best efforts to cause the present independent accountants for the Company and its Subsidiaries ("ACCOUNTANTS") to participate in drafting sessions related to the preparation of any offering materials and making work papers available to Parent, the underwriters and their respective representatives, (iv) using reasonable best efforts to engage the current outside legal counsel for the Company and its Subsidiaries to deliver a legal opinion at the closing of the Financing with respect to such matters concerning the Company and its Subsidiaries as are customary and appropriate for such transactions, which legal opinion shall be reasonably satisfactory to Parent's financing sources and shall be legally and factually supported and consistent with professional standards, and (v) reasonably participating in the preparation of one or contracted managed care plansmore appropriate offering documents and assisting Parent's financing sources in preparing other appropriate marketing materials, in each case to be used in connection with the Financing. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Company shall use reasonable best efforts to obtain the written consent of the OHC. If Accountants to permit the Contractor submits a claim to an OHC and receives partial payment use of the claimCompany's audited financial statements and the Accountant's audit report thereon and the Accountant's report on the Company's internal controls over financial reporting in connection with the Financing, including any registration statement filed in connection therewith, and shall use reasonable best efforts to cause the Contractor may submit the claim Accountants to DMC provide a comfort letter in accordance with SAS 72 for any such offering, which comfort letter shall be reasonably satisfactory to Parent's financing sources. The Company agrees to execute any reasonably necessary, appropriate and is eligible to receive payment up legally and factually supported management representation letters to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates Accountants to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant issue unqualified reports with respect to the process set forth financial statements to be included in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateany offering documents and in any updated filings or amendments thereto. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for Services (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) For claiming Federal any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Participation Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (FFPincluding communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this demonstration. 3) The Contractor Section 6.17, and shall only provide state plan DMC services until DHCS indemnify and CMS approve hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of this Intergovernmental Agreement them in connection with the arrangement of the Debt Financing and the approved Intergovernmental Agreement is executed any information used in connection therewith (other than information provided by the Contractor’s County Board Company or any of Supervisors. During this timethe Company Subsidiaries) and all other actions taken by the Company, state plan DMC services shall be reimbursed the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a)this Section 6.17, if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up except to the maximum DMC rate for the serviceextent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, less the amount of the payment made by the OHCwillful misconduct, intentional misrepresentation or bad faith. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives, including legal and accounting, to, provide all cooperation reasonably requested in writing by Parent with reasonable notice in connection with the Financing, including, without limitation (i) participation in meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies, (ii) assisting with the preparation of materials for Services 1rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and financial statements (including those required by the SEC) For claiming Federal and similar documents required in connection with the Financing, (iii) executing and delivering any pledge and security documents or other similar documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral, in each case so long as not effective until on or after the Effective Time, (iv) furnishing Parent and its Financing sources with readily-available historical financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all historical financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act, to consummate the Debt Financing or any other financing transaction executed in connection with the transactions contemplated hereby (the “Required Financial Participation (FFPInformation”), (v) using commercially reasonable efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance as may be requested by Parent or the Contractor shall certify lenders under the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersDebt Financing Commitments, contracted fee-for- service providers or contracted managed care plans. 2(vi) DHCS shall establish a Center for Medicare and Medicaid Services using commercially reasonable efforts to provide monthly financial statements (CMSexcluding footnotes) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA within 25 days of the STCs) must explain end of each month prior to the process DHCS shall use to determine costs incurred Closing Date, if and in the form now currently prepared by the counties under this demonstration. 3Company, (vii) The Contractor shall only provide state plan DMC services until DHCS taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and CMS approve of this Intergovernmental Agreement accounting systems, policies and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request procedures relating thereto for the purpose of setting the OTP/NTP rates establishing collateral arrangements and (B) so long as not effective until on or after the expiration Effective Time, establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, and (viii) taking all corporate actions reasonably necessary to permit the consummation of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data Debt Financing and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h)permit the proceeds thereof to be made available to the Company (it being understood that to the greatest extent practicable, the Contractor actions contemplated by this Section 7.9(a)(viii) shall not require OTP/NTP providers be required to submit cost reports be taken until immediately prior to the Contractor Closing); provided that nothing contained in this Section 7.9 shall require such cooperation to the extent that it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. The Company shall cause its officers, in their capacities as officers, to deliver such customary management representation letters as any audit firm may request in connection with any comfort letters or similar documents required in connection with the Debt Financing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company and its marks. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 7.9 or otherwise in connection with the Debt Financing (x) to pay any commitment or other similar fee prior to the Effective Time that is not advanced or substantially simultaneously reimbursed by Parent or (y) to incur any out-of-pocket expense unless such expense is advanced or substantially simultaneously reimbursed by Parent. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (1) any action taken by them at the request of Parent or Merger Sub pursuant to this Section 7.9 or in connection with the arrangement of the Debt Financing or (2) any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries). Nothing contained in this Section 7.9 or otherwise shall require the Company to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. All material, non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 7.9(a) shall be kept confidential by them in accordance with the Confidentiality Agreements except for disclosure to potential investors as required in connection with the purpose of cost settlementFinancing subject to customary confidentiality protections.

Financing. A. Payment (a) Prior to the Closing, the Company shall, and shall cause the Company Subsidiaries, and shall use all reasonable efforts to cause the Company Representatives, to cooperate with Parent and Merger Sub in connection with the Debt Financing, including: (i) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and assisting Parent in obtaining ratings in connection with the Debt Financing; (ii) assisting with the preparation of materials for Serviceslender meetings, rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents required in connection with the Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda, provided, that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its subsidiaries as the obligor; 1(iii) For claiming Federal Financial Participation furnishing Parent and its Debt Financing sources with such financial and other information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent (FFPincluding in connection with Parent’s preparation of pro forma financial statements), including (A) all information and data necessary to satisfy the conditions set forth in the Debt Financing Commitments (and providing authorization letters to Debt Financing sources authorizing the distribution of information to prospective lenders or investors), and (B) delivering to Parent all information with respect to the Company and the Company Subsidiaries as is reasonably requested in connection with the Debt Financing, including delivery within 15 days of the close of each fiscal month or 40 days of the close of each fiscal quarter, as the case may be, monthly or quarterly, as the case may be, financial statements of the Company and its Subsidiaries (including a balance sheet and income statement) (all such information in this clause (iii), the Contractor “Required Information”); (iv) cooperating in the preparation of, and executing and delivering (or using all reasonable efforts to obtain from their advisors) such underwriting or placement agreements and definitive financing documents (including guaranty agreements, pledge and security documents and other certificates, legal opinions or documents) as may be reasonably requested by Parent (including certificates of the chief financial officer of the Company or any Company Subsidiary with respect to solvency matters), and otherwise facilitating the pledging of collateral in connection with the Debt Financing, provided, that no obligation of the Company or any of the Company Subsidiaries under any such agreement, document or pledge shall certify be effective until the total allowable expenditures incurred Effective Time; (v) using all reasonable efforts to cause the Company’s independent accountants to consent to Parent and Merger Sub to use their audit reports relating to the Company and the Company Subsidiaries and providing any necessary comfort letters; (vi) providing reasonable access to the (x) books and records of the Company and the Company Subsidiaries, and (y) Company Representatives; (vii) using all reasonable efforts to obtain appraisals, surveys, engineering reports, environmental and other inspections and assessments (including providing access to Parent and its representatives to all Company Owned Facilities and Company Leased Facilities for such purposes), title insurance and other documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent or Merger Sub, to cooperate with and assist Parent or Merger Sub in obtaining such documentation and items; (viii) providing all reasonable assistance to Parent to obtain a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing; (ix) using all reasonable efforts to assist Parent to obtain waivers, consents, estoppels and approvals from other parties to leases, encumbrances and contracts to which any Company Subsidiary is a party, in each case, effective as of the DMC-ODS Pilot program services provided either through Contractor-operated providersEffective Time, contracted fee-for- service providers and to arrange discussions among Parent, Merger Sub and their financing sources with other parties to such leases, encumbrances and contracts; (x) taking all actions reasonably requested by Parent to permit, subject to the occurrence of the Effective Time, the consummation of the Debt Financing and the direct borrowing or contracted managed care plans. 2) DHCS shall establish a Center for Medicare incurrence of all of the proceeds of the Debt Financing, including any high yield financing, and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated to permit the proceeds thereof, together with Pilot program services is the cash at the Company and the Company Subsidiaries, to be made available to DHCS. This DHCS approved CPE protocol the Company on the Closing Date to consummate the Merger; and (Attachment AA xi) obtaining all necessary or desirable payoff letters, redemption notices, lien releases and terminations and instruments of discharge to be delivered at the Closing, provided, that no such payoff letter, lien release or termination or instrument shall be effective until the Effective Time. (b) Notwithstanding anything to the contrary in this Agreement, (i) neither the Company nor any Company Subsidiary shall incur any Liability in connection with the Debt Financing prior to the Effective Time and (ii) the cooperation and actions required by the Company pursuant to this Section 6.16 shall not unreasonably interfere with the ordinary course operation of the STCsCompany’s or the Company Subsidiaries’ businesses. (c) must explain The Company will use all reasonable efforts to periodically update any Required Information provided to Parent as may be necessary so that the process DHCS Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. (d) Parent agrees that if the Effective Time does not occur, it will indemnify and hold harmless the Company, the Company Subsidiaries the Company Representatives against any and all losses, damages, claims, costs or expenses suffered or incurred by them in connection with the Debt Financing (other than to the extent such losses, damages, claims, costs or expenses arise from the negligence or misconduct of the Company, any of the Company Subsidiaries or any Company Representative) and any information utilized in connection therewith (other than information provided by the Company or any of the Company Subsidiaries or any Company Representative). Without limiting the foregoing, if the Effective Time does not occur Parent shall use to determine reimburse the Company for all costs and expenses incurred by the counties under Company in complying with this demonstrationSection 6.16. Neither Parent or Merger Sub nor any of their respective representatives shall use the Company Subsidiaries’ logos in connection with the Debt Financing without the Company’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). All non-public or otherwise confidential information regarding the Company or the Company Subsidiaries obtained by Parent, Merger Sub or their respective Representatives shall be kept confidential in accordance with the Confidentiality Agreement. 3(e) The Contractor shall only provide state plan DMC services until DHCS Notwithstanding this Section 6.16, Parent’s and CMS approve of this Intergovernmental Agreement Merger Sub’s ability to consummate the Merger and the approved Intergovernmental other transactions contemplated hereby is not, and shall not be, contingent on the ability of Parent of Merger Sub to complete the Debt Financing or any other type of financing prior to or on the Effective Time. (f) Notwithstanding anything herein to the contrary, none of the Financing Sources or their former, current and future equity holders, controlling persons, agents, advisors, representatives or Affiliates, or the heirs, executors, successors and assigns of any of the foregoing (each such Person and all such Persons, the “Financing Sources Related Parties”), shall have any liability or obligation to pay any damages to the Company or any of its current and future equity holders, controlling persons, agents, advisors, representatives or Affiliates, or the heirs, executors, successors and assigns of any of the foregoing, in respect of any breach or failure to comply with the terms of any of the Debt Financing Commitments or otherwise in connection with the Debt Financing. Neither the Company nor any Affiliate thereof will, directly or indirectly, bring or otherwise support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise (including by or through Parent or its Affiliates), against any one or more of the Financing Sources Related Parties in any way arising out of or otherwise in respect of or relating to this Agreement is executed or any related agreement, certificate, or other document delivered in connection herewith or therewith or any of the transactions contemplated hereby or thereby or any matter otherwise related hereto or thereto including any dispute arising out of or relating in any way to the Debt Financing Commitments or the performance thereof. (g) Each of Parent and Merger Sub shall use all reasonable efforts to obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitments as promptly as practicable, including using all reasonable efforts to negotiate and finalize definitive agreements with respect thereto on the terms and conditions contained in the Debt Financing Commitments. Parent shall give the Company prompt notice upon becoming aware of any material breach by any Financing Source of the Contractor’s County Board Debt Financing Commitments or any termination of Supervisorsthe Debt Financing Commitments. During this timeIf any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, state plan DMC services Parent shall be reimbursed promptly notify the Company and shall use all reasonable efforts to arrange to obtain alternative financing from alternative sources. Parent shall deliver to the Company true, correct and complete copies of all definitive agreements pursuant to the state plan reimbursement methodologies. 4) Pursuant which any such alternative source shall have committed to Title 42 CFR 433.138 provide Parent and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Merger Sub with any portion of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCDebt Financing. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing Date, the Company shall use reasonable best efforts to provide, and to cause its Subsidiaries and their respective Representatives to provide, to Parent and Merger Sub, in each case at Parent’s sole expense, all cooperation reasonably requested by Parent as is customary or reasonably necessary in connection with the consummation of the Debt Financing, including using reasonable best efforts to: (i) furnish to Parent and the Debt Financing Sources as promptly as reasonably practicable any historical financial information and such other pertinent and customary information regarding the Company and its Subsidiaries as may be reasonably requested by Parent to the extent that such information is reasonably available to the Company and its Subsidiaries and Representatives; (ii) reasonably cooperate with the due diligence of any Debt Financing Source to the extent customary or reasonably required in connection with the Debt Financing; (iii) assist in preparation for Services 1) For claiming Federal Financial Participation and participate in marketing efforts for the Debt Financing (FFPincluding a reasonable and limited number of meetings and calls (that are requested in advance with or by the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing), presentations, roadshows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies, in each case, upon reasonable advance written notice from, and as reasonably requested by, Parent and at reasonable times and locations (which may be virtual) to be mutually agreed), and assist Parent in obtaining ratings in connection with the Contractor shall certify Debt Financing; (iv) assist ▇▇▇▇▇▇, Merger Sub and the total allowable expenditures incurred Debt Financing Sources with the preparation of (A) materials for rating agency presentations and (B) bank information memoranda, lender presentations, investor presentations, offering documents, prospectuses, rating agency presentations and similar documents reasonably required for use in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providersDebt Financing, contracted fee-for- service providers including reviewing and commenting on Parent’s draft of a business description to be included in marketing materials or contracted managed care plans.offering documents; 2(v) DHCS shall establish a Center request its independent auditors to (A) provide, consistent with customary practice, (x) reasonable assistance to Parent, including in connection with Parent’s preparation of pro forma financial statements and information, and (y) customary auditors consents (including consents of accountants for Medicare use of their reports in any material relating to the Debt Financing) and Medicaid Services customary comfort letters (CMSincluding “negative assurance” comfort and change period comfort, in each case consistent with their customary practice) approved Certified Public Expenditure with respect to financial information relating to the Company and its Subsidiaries as reasonably requested by ▇▇▇▇▇▇, and (CPEB) protocol before FFP associated attend accounting due diligence sessions and drafting sessions; (vi) provide reasonable and customary cooperation with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA Parent’s preparation of definitive financing agreements, guarantees, pledges and security documents, supplemental indentures and other customary agreements and certificates, including schedules, annexes and exhibits thereto, and, if the applicable officer, director, manager or equivalent of the STCsCompany will continue in such position following the Closing or otherwise be appointed to such position at Closing, execute and deliver such agreements and certificates on the Closing Date, including customary certificates of the chief financial officer (or other executive officer) must explain of the process DHCS shall use Company with respect to determine costs incurred solvency matters substantially in the form set forth as an exhibit to the Debt Commitment Letter, and reasonably facilitate the pledging of collateral and the granting of security interests in the assets of the Company and its Subsidiaries in connection with the Debt Financing (including the delivery of all stock certificates and related powers or other possessory collateral intended to constitute collateral) (it being understood that such documents will not take effect prior to the Effective Time); (vii) provide customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors, subject to customary confidentiality provisions, and containing a customary representation to the Debt Financing Sources as contemplated by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS Debt Commitment Letter, including that the public side versions of such documents do not include material non-public information about the Company or its Subsidiaries or their securities and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant as to the state plan reimbursement methodologies.accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing; and 4(viii) Pursuant provide Parent and Debt Financing Sources at least four Business Days prior to Title 42 CFR 433.138 the Closing with all documentation and 22 CCR 51005(aother information about the Company and its Subsidiaries as is reasonably requested by Parent or the Debt Financing Sources in connection with the Debt Financing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and a beneficial ownership certificate for any entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), if a beneficiary has Other Heath Coverage (OHC), then in each case to the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit extent requested in writing at least nine days in advance of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCClosing. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Parent and Merger Sub shall give the Company prompt notice of any material breach by any party to the Financing Commitments or any termination of the Financing Commitments. Parent and Merger Sub shall keep the Company informed on a reasonably current basis of the status of the Financing. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Parent shall use its reasonable efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Offer and the Merger as promptly as practicable following the occurrence of such event. Parent shall use its reasonable efforts to arrange and obtain financing necessary to consummate the Offer and the Merger. (b) To the extent permitted by applicable Law, prior to the Effective Time the Company and its Subsidiaries shall use reasonable efforts, and shall use reasonable efforts to cause each of their respective officers, directors, employees and representatives, to assist and cooperate with Parent in connection with its efforts to obtain the proceeds of the Financing that Parent seeks in connection with the Offer or the Merger, including (i) causing appropriate officers and employees (x) to be available, on a customary basis and on reasonable advance notice, to meet with prospective lenders and investors in meetings, drafting sessions, due diligence sessions, management presentations, road shows and sessions with rating agencies, (y) to provide reasonable and customary management and legal representations to auditors and (z) to otherwise reasonably cooperate with the marketing efforts of Parent and its financing sources for Services the Financing, (ii) assisting with the timely preparation of materials for rating agency presentations, business projections and financial statements (including those required by the SEC), and assisting Parent (including by participating in drafting sessions) in timely preparing offering memoranda, private placement memoranda, prospectuses and similar documents, including delivering all information necessary for the completion of such information memoranda, private placement memoranda, prospectuses and similar documents to be used in connection with the syndication of any such financing to Parent at least twenty (20) days prior to the Expiration Date, (iii) using commercially reasonable efforts to cause its independent accountants to provide reasonable assistance to Parent, including providing consent to Parent to use their audit reports and any reviews of interim period financial statements prepared under GAAP relating to the Company and its Subsidiaries and to provide any necessary “comfort letters,” (iv) using reasonable efforts to cause its attorneys to provide reasonable assistance to Parent, including to provide any necessary and customary legal opinions, (v) obtaining any necessary rating agencies’ confirmations or approvals, (vi) obtaining any evidence of repayment and termination of the Company’s existing revolving credit facility and any other existing credit facilities and other indebtedness (including payoff letters) requested by Parent and (vi) executing and delivering any other requested certificates or documents. The Company shall repay any outstanding amounts under the Company’s existing revolving credit facility no later than one (1) For claiming Federal Financial Participation Business Day prior to the Expiration Date and shall use reasonable efforts to terminate such Credit Facility prior to the Appointment Time (FFP)in each case including, the Contractor shall certify the total allowable expenditures incurred in without limitation, providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant requisite prior notice to the state plan reimbursement methodologies. 4) Pursuant lenders thereunder in order to Title 42 CFR 433.138 terminate such facility on such date in accordance with its terms). The Company will work with Parent to provide to Parent and 22 CCR 51005(a)its financing sources, if a beneficiary has Other Heath Coverage (OHC)any, then as promptly as practicable the Contractor shall bill that OHC prior to billing DMC to receive either payment from audited, unaudited and pro forma and other financial information reasonably requested by Parent, in each case prepared in accordance with the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process standards set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this ratethe Financing Commitment or as otherwise reasonably requested by Parent. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS Parent shall use its commercially reasonable best efforts to determine costs incurred by obtain the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the full amount of the payment made Financing on the terms and conditions described in the Financing Commitments delivered to the Company by Parent; provided, however, that in the OHCevent that any portion of the Financing becomes unavailable on the terms and conditions of the Financing Commitments, Parent shall use its commercially reasonable best efforts to obtain alternative financing in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (the “Alternative Financing”) as promptly as reasonably practicable following the occurrence of such event. B. Rate Setting(b) Parent acknowledges and agrees that Parent’s obligation to consummate the Merger on the terms and conditions specified herein is not subject to a financing condition and is not conditional upon the receipt by Parent of the proceeds of the Financing Commitments required to effect the Closing pursuant to Section 1.03 hereof and to satisfy its obligations under Article II hereof, including depositing (or causing to be deposited) with the Paying Agent sufficient funds to make all payments pursuant to Article II hereof. 1(c) Parent shall give the Company prompt notice of any material breach by any party to the Financing Commitments, of which Parent or Merger Sub becomes aware, or any termination of the Financing Commitments. Parent will keep the Company reasonably informed of the status of the Financing and/or Alternative Financing. (d) The Contractor Company shall propose county-specific fee-for-service provide, and will cause its officers and employees to provide, all necessary cooperation and information in connection with the arrangement and obtaining of the Financing described in the Financing Commitments and/or Alternative Financing as may be reasonably requested by Parent, including, without limitation, facilitating customary due diligence on the Company and arranging senior officers of the Company, as selected by Parent, to meet with prospective lenders and investors in customary presentations (FFSincluding “road show” presentations and sessions with rating agencies), cooperation in preparing and filing any offering documents, the issuance of any comfort letter, obtaining any Company auditors’ consents, certifications of the chief financial officer of the Company with respect to solvency matters, the delivery of consolidated pro forma financial information of the Company, the use of commercially reasonable efforts to cause each independent auditor of the Company to so cooperate or otherwise and the use of commercially reasonable efforts to facilitate the grant, attachment and perfection of first priority security interests in substantially all of the Company’s assets for the lender(s) provider rates providing the Debt Financing, except for all modalities except Liens (and the OTP/NTP modalityassets of the Company securing such Liens), which are contemplated to continue after the Effective Time, as set forth on Section 5.13 of the Company Disclosure Letter. (e) Parent shall not amend, supplement, modify or terminate (whether unilaterally or by mutual consent), in a manner either materially adverse to the Company or to the consummation of the Merger, any Equity Financing Commitment, or waive any rights thereunder, prior to the termination of this Agreement, without the written consent of the Company, such consent not to be unreasonably withheld. (f) The Company acknowledges that, prior to the Effective Time, the Company and its Subsidiaries shall take actions with respect to (i) prepaying, redeeming and/or obtaining the consent of the holders of the Company Convertible Note in accordance with the terms thereof or (ii) restructuring or terminating the Company Credit Facility. DHCS The Company shall approve provide such information and take such actions as are necessary with respect thereto, including calling for prepayment or deny those proposed rates redemption, or renegotiating, as the case may be, the Company Convertible Note; provided, that (i) no such prepayment or redemption shall actually be made until substantially contemporaneous with or after, or, in the case of the call for prepayment or redemption, immediately prior to determine or contemporaneous with, the Effective Time and (ii) no such call for prepayment or redemption shall be required prior to the Effective Time unless the Company is permitted to condition such call for prepayment or redemption on the occurrence of the Effective Time or to withdraw such call for prepayment or redemption if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor Effective Time shall not have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates occurred on or prior to providing the applicable scheduled prepayment or redemption date; and provided, further, that the Company shall not be required to enter into any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant bank commitment that will become effective prior to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateEffective Time. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) ISH shall use its reasonable best efforts to cause the initial funding of the Debt Financing on the Closing Date, including using reasonable best efforts to: (i) enter into the Debt Financing Agreements; (ii) satisfy (or obtain a waiver) on a timely basis of all express conditions precedent in the Debt Commitment Letter in its control to the initial funding on the Closing Date of the Debt Financing; and (iii) consummate the initial funding of the Debt Financing at the Closing (provided that nothing herein shall be construed to require ISH to seek specific performance or otherwise commence litigation against any Debt Financing Source). ISH shall deliver, or cause to be delivered, drafts of the Debt Financing Agreements to Faraday and its attorneys from time to time promptly upon reasonable request therefor, and such drafts shall be subject to the reasonable review and comment by Faraday and its attorneys in all respects. ISH shall not, and shall not permit any of its Affiliates to, without the prior written consent of Faraday, take or fail to take any action or enter into any transaction that would reasonably be expected to prevent the initial funding on the Closing Date of the Debt Financing. (b) Faraday, ISI and its Subsidiaries shall use their reasonable best efforts (and cause their respective representatives (including independent public accountants and attorneys)) to cooperate in connection with the arrangement of the Debt Financing as may be reasonably requested by ISH including by (i) participating in meetings (including lender meetings), presentations, road shows, due diligence and drafting sessions and sessions with rating agencies; (ii) assisting with the preparation of materials for Services 1) For claiming Federal Financial Participation rating agency presentations, offering documents, private placement memoranda, bank information memoranda, lenders’ presentations, prospectuses and other customary marketing materials and other materials required in connection with the Debt Financing (FFPsuch information referred to in this clause (ii), the Contractor shall certify the total allowable expenditures incurred in “Required Marketing Information”); (iii) furnishing ISH and its Debt Financing Source (x) financial and other pertinent information regarding Faraday and its Subsidiaries as may be reasonably requested by ISH (including providing the DMCRequired Financial Information on or prior to the date such information becomes deliverable under paragraph 3 of Annex IV to the Debt Commitment Letter (and prepared in the manner required under such paragraph)) and (y) the Required Marketing Information; (iv) requesting of the appropriate Person and obtaining such customary accountants’ cold comfort letters, consents, surveys and title insurance as reasonably requested by ISH and the Debt Financing Source; (v) providing the Debt Financing Source reasonable access (subject to confidentiality restrictions and following a reasonable advance notice) to Faraday and its Subsidiaries and their assets, cash management and accounting systems; (vi) requesting of the appropriate Person and delivering PATRIOT Act, anti-ODS Pilot program services provided either through Contractor-operated providersmoney laundering rules and regulations or other related “know your customer” information of Faraday and its Subsidiaries at least four (4) Business Days prior to the Closing Date as reasonably requested by ISH or the Debt Financing Source at least nine (9) Business Days prior to the Closing Date; (vii) making Faraday’s and its Subsidiaries’ respective executive officers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare representatives and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made advisors available to DHCS. This DHCS approved CPE protocol (Attachment AA assist the Debt Financing Source and otherwise reasonably cooperating in connection with the consummation of the STCsDebt Financing; (viii) must explain executing and delivering customary officers, closing and secretary’s certificates and definitive financing documentation, including reasonably facilitating the process DHCS provision of guarantees and pledging of collateral and customary security documents and certificates, payoff letters, Encumbrance terminations and instruments of discharge (to allow for the payoff, discharge and termination in full on the Closing Date of all Indebtedness and Encumbrances under any Indebtedness to be extinguished on the Closing Date), and otherwise assisting with the preparation of definitive financing documentation and the schedules and exhibits thereto, in each case, reasonably required to be delivered under customary definitive financing documentation and on terms consistent with the Debt Commitment Letter; (ix) using reasonable best efforts to cooperate with ISH to satisfy the conditions precedent in the Debt Commitment Letter to the initial funding on the Closing Date of the Debt Financing to the extent within the control of Faraday and its Subsidiaries; (x) ensuring that there shall use be no competing issuance, offering, placement or arrangement of any debt securities or syndicated credit facilities if with the announcement or placement of such debt securities or syndicated credit facilities would reasonably be expected to determine costs incurred by have a material detrimental effect upon the counties primary syndication of the Debt Financing; (xi) using commercially reasonable efforts to ensure that the syndication of the Debt Financing benefits from the existing lending relationships of Faraday and its Subsidiaries; and (xii) requesting that the administrative agent and collateral agent under certain existing Indebtedness of Faraday and its Subsidiaries provide the payoff letters referred to in Section 3.03(e)(iv); provided, that none of Faraday and its Subsidiaries shall be required to provide cooperation under this demonstration. 3Section 9.12(b) The Contractor that (A) unreasonably interferes with their ongoing business (B) requires the execution of such documentation or corporate or similar resolution, each of which is not contingent upon the occurrence of the Closing or that would be effective prior to the Closing (other than (x) the payoff letters, Encumbrance terminations and instruments of discharge contemplated under subclause (viii) above and (y) customary management or authorization letters). Without limiting the foregoing, Faraday shall only provide state plan DMC services until DHCS and CMS approve promptly deliver to ISH the Updated Financial Statements as they are finalized in the ordinary course between the date of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed Closing Date. (c) ISH hereby agrees to indemnify and hold harmless Faraday, ISI and their Affiliates and Representatives from and against any and all Losses suffered or incurred by them in connection with the Contractor’s County Board arrangement of Supervisors. During this timethe Debt Financing or providing any of the information utilized in connection therewith, state plan DMC services shall be reimbursed pursuant except to the state plan reimbursement methodologies. 4extent suffered or incurred by such indemnitee’s bad faith, willful misconduct, gross negligence or breach of this Agreement. Faraday and ISI hereby consent to and authorize (i) Pursuant to Title 42 CFR 433.138 the use of the Required Financing Information, and 22 CCR 51005(a)as of the date hereof, if Faraday and ISI are not aware of any limitation on the use of the Required Financing Information and (ii) the use of ISI’s and its Subsidiaries’ logos, trademarks and trade names in connection with the Debt Financing; provided, that such logos, trademarks and trade names are used solely in a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill manner that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claimintended to, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the servicenor reasonably likely to, less the amount of the payment made by the OHCharm or disparage ISI or its Subsidiaries. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1Parent and Merger Subsidiary shall use their reasonable best efforts to obtain the proceeds of the Financing on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) For claiming Federal Financial Participation negotiate definitive agreements with respect to the Financing consistent with the terms and conditions contained therein, and (FFP)ii) satisfy on a timely basis all conditions in such definitive agreements the satisfaction of which are within the control of Parent or Merger Subsidiary. Parent and Merger Subsidiary shall use their reasonable best efforts to comply with their respective obligations, and enforce their respective rights, under the Commitment Letter. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letter of which Parent has become aware or any termination of the Commitment Letter. Parent shall not permit any amendment or modification to, or any waiver of any material provision or remedy under, the Contractor Commitment Letter if such amendment, modification or waiver materially increases the conditionality or materially delays the Financing. The Company shall certify assist and cooperate with Parent and Merger Subsidiary in connection with their efforts to obtain the total allowable expenditures incurred proceeds of the Financing, including providing, in accordance with the terms of Section 8.05, reasonably required information relating to the Company and its Subsidiaries to the financial institution or institutions providing the DMC-ODS Pilot program services Financing and executing and delivering, and causing such Subsidiaries to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent in connection with the Financing; provided either through Contractor-operated providersthat, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA no obligation of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties Company or any of its Subsidiaries under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timeany such certificate, state plan DMC services document or instrument shall be reimbursed pursuant effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or unreimbursed out-of-pocket expense in connection with the Financing prior to the state plan reimbursement methodologiesEffective Time. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1) For claiming Federal Financial Participation (FFP), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill ▇▇▇▇ that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS Parent shall use its commercially reasonable best efforts to determine costs incurred by obtain the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the full amount of the payment Financing on the terms and conditions described in the Revised Financing Commitments delivered to the Company by Parent; provided, however, that in the event that any portion of the Financing becomes unavailable on the terms and conditions of the Revised Financing Commitments, Parent shall use its commercially reasonable best efforts to obtain alternative financing in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (the “Alternative Financing”) as promptly as reasonably practicable following the occurrence of such event. (b) Parent acknowledges and agrees that Parent’s obligation to consummate the Merger on the terms and conditions specified herein is not subject to a financing condition and is not conditional upon the receipt by Parent of the proceeds of the Revised Financing Commitments required to effect the Closing pursuant to Section 1.03 hereof and to satisfy its obligations under Article II hereof, including depositing (or causing to be deposited) with the Paying Agent sufficient funds to make all payments pursuant to Article II hereof. (c) Parent shall give the Company prompt notice of any material breach by any party to the Revised Financing Commitments, of which Parent or Merger Sub becomes aware, or any termination of the Revised Financing Commitments. Parent will keep the Company reasonably informed of the status of the Financing and/or Alternative Financing. (d) The Company shall provide, and will cause its officers and employees to provide, all necessary cooperation and information in connection with the arrangement and obtaining of the Financing described in the Revised Financing Commitments and/or Alternative Financing as may be reasonably requested by Parent, including, without limitation, facilitating customary due diligence on the Company and arranging senior officers of the Company, as selected by Parent, to meet with prospective lenders and investors in customary presentations (including “road show” presentations and sessions with rating agencies), cooperation in preparing and filing any offering documents, the issuance of any comfort letter, obtaining any Company auditors’ consents, certifications of the chief financial officer of the Company with respect to solvency matters, the delivery of consolidated pro forma financial information of the Company, the use of commercially reasonable efforts to cause each independent auditor of the Company to so cooperate or otherwise and the use of commercially reasonable efforts to facilitate the grant, attachment and perfection of first priority security interests in substantially all of the Company’s assets for the lender(s) providing the Debt Financing, except for Liens (and the assets of the Company securing such Liens), which are contemplated to continue after the Effective Time, as set forth on Section 5.13 of the Company Disclosure Letter. (e) Parent shall not amend, supplement, modify or terminate (whether unilaterally or by mutual consent), in a manner either materially adverse to the Company or to the consummation of the Merger, any Revised Equity Financing Commitment, or waive any rights thereunder, prior to the termination of this Agreement, without the written consent of the Company, such consent not to be unreasonably withheld. (f) The Company acknowledges that, prior to the Effective Time, the Company and its Subsidiaries shall, at the request of Parent, take commercially reasonable actions with respect to (i) prepaying, redeeming and/or obtaining the consent of the holders of the Company Convertible Note in accordance with the terms thereof or (ii) restructuring or terminating the Company Credit Facility. The Company shall provide such information and take such actions as are necessary with respect thereto, including calling for prepayment or redemption, or renegotiating, as the case may be, the Company Convertible Note; provided, that (i) no such prepayment or redemption shall actually be made until substantially contemporaneous with or after, or, in the case of the call for prepayment or redemption, immediately prior to or contemporaneous with, the Effective Time and (ii) no such call for prepayment or redemption shall be required prior to the Effective Time unless the Company is permitted to condition such call for prepayment or redemption on the occurrence of the Effective Time or to withdraw such call for prepayment or redemption if the Effective Time shall not have occurred on or prior to the applicable scheduled prepayment or redemption date; and provided, further, that the Company shall not be required to enter into any bank commitment that will become effective prior to the Effective Time. (g) Each of the parties hereto acknowledges and agrees that after the date hereof, Parent, Merger Sub and their respective Representatives and affiliates may, in their sole discretion, take (or determine not to take) actions with respect to maintaining as outstanding, prepaying, compromising, redeeming and/or amending the Company Convertible Note and/or the Portside Warrant, in any such cases in accordance with the respective terms thereof or as otherwise agreed by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates holder thereof; provided, however, that any amendment desired to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates be effected prior to providing the Effective Time shall only be effected with the prior written consent of the Company. Parent is under no obligation to endeavor to effect any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by such potential actions respecting either the DHCS Rate Setting Work Group Company Convertible Note or the Portside Warrant, and the parties hereto acknowledge and agree that the Company Convertible Note and/or the Portside Warrant may remain outstanding after the Effective Time pursuant to their respective terms, with the process Company and the Surviving Corporation remaining obligated thereunder to the extent provided therein, but subject to all respective rights, restrictions and provisions thereunder. Parent, Merger Sub and the Company each (i) agrees that any effect, event, development, change, or lack of change, which arises out of or results from such actions (or lack of action) of Parent, Merger Sub and their respective Representatives and affiliates shall not be deemed to cause any condition to the obligations of any party to effect the Merger (as set forth in W&I CodeArticle VI) not to be satisfied and (ii) hereby waives any right it may have under this Agreement to terminate this Agreement pursuant to Article VII hereof based on any such effect, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateevent, development or change, which arises out of or results from such actions (or lack of action) of Parent, Merger Sub and their respective Representatives and affiliates. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) ITT shall, and shall cause the applicable FHS Companies and Asset Sellers to use reasonable best efforts to cooperate with Purchaser in connection with Purchaser obtaining financing for Services 1the transactions as contemplated by the commitment letter dated December 4, 2005 (the "Commitment Letter") For claiming Federal Financial Participation from Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc., ▇▇▇▇▇▇ Commercial Paper Inc., ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners L.P., UBS Securities LLC and UBS Loan Finance LLC (FFPa copy of which has been provided to ITT or such other financing which Purchaser shall pursue with respect to the transactions contemplated hereby (the "Financing")). ITT covenants to and will cause the FHS Companies and the Asset Sellers to, use reasonable best efforts to assist Purchaser and cooperate in all reasonable respects with Purchaser in connection with the Financing, including: (i) participation in meetings, drafting and due diligence sessions, management presentations and meetings with rating agencies; (ii) preparation of financial information and statements, projections, confidential offering memoranda and similar documents; and (iii) execution and delivery of pledge and security documents (and granting security interests in assets of the Business being transferred hereby, including equity interests), other financing documents, and officers certificates and legal opinions as may be reasonably requested for transactions of this type; provided that such are not effective until the Contractor Closing. ITT shall certify (and shall cause the total allowable expenditures incurred applicable FHS Companies and Asset Sellers to) use its reasonable best efforts to cause its independent auditors to provide customary opinions or consents with respect to financial statements that present fairly, in providing all material respects the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA financial position of the STCs) must explain Business for the process DHCS appropriate covered periods, in conformity with accounting principles generally accepted in the United States of America, reasonably requested by the lenders; and allow Purchaser's accounting representatives reasonable access to such auditors and opportunity to review such financial statements and supporting documentation including working papers. Purchaser shall use to determine promptly, upon request by ITT, reimburse ITT for all reasonable out-of-pocket costs incurred by the counties under this demonstrationITT and its subsidiaries in connection with such cooperation. 3(b) The Contractor Purchaser shall only provide state plan DMC services until DHCS use its reasonable best efforts to take, or cause to be taken, all actions and CMS approve of this Intergovernmental Agreement to do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the approved Intergovernmental Agreement is executed Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Purchaser to obtaining the Financing set forth therein, (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to Commitment Letter and (iv) consummate the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC Financing at or prior to billing DMC to receive either payment from Closing. In the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit event any portion of the OHC. If Financing becomes unavailable on the Contractor submits a claim terms and conditions contemplated in the Commitment Letter, Purchaser shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program servicesconsummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing Date, the Company shall provide to Newco and Merger Sub, and shall cause its Subsidiaries to provide, and shall use reasonable best efforts to cause its Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Newco or Merger Sub in connection with the arrangement of the Debt Financing (including finalizing for Services 1) For claiming Federal Financial Participation execution by Merger Sub of the Senior Secured Credit Agreement (FFPas defined below), the Contractor shall certify Bridge Agreement (as defined below)) or any replacement, amended, modified or alternative debt financing permitted by Section 6.4(b) (collectively with the total allowable expenditures incurred Financing, the “Available Financing”) (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including, to the extent reasonably requested: (i) furnishing the financial information that would be sufficient to satisfy the conditions set forth in providing paragraphs (c) and (d) of Exhibit C of each of the DMC-ODS Pilot program services provided either through Contractor-operated providersDebt Commitment Letters (in each case, contracted fee-for- service providers as in effect on the date hereof, whether or contracted managed care plans. 2not such Debt Commitment Letters are in effect) DHCS shall establish the information required to be delivered pursuant to this clause (i) being referred to as the “Required Information”); (ii) using reasonable best efforts to furnish Newco and Merger Sub and their Financing Sources as promptly as practicable with such other financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested in writing by Newco, including all financial statements and other financial data of the type and within the periods prior to the Closing Date as reasonably required for purposes of syndication or to otherwise consummate the Available Financing; (iii) participating in a Center reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies in connection with the Available Financing; (iv) assisting with the preparation of materials for Medicare rating agency presentations, offering documents, bank information memoranda and Medicaid Services similar documents and marketing materials required in connection with the syndication of or otherwise to consummate the Available Financing; (CMSv) approved Certified Public Expenditure using reasonable best efforts to obtain accountant’s comfort letters, accountant’s consents for use of their reports in any material relating to the Available Financing, legal opinions, surveys and title insurance; (CPEvi) protocol before FFP associated with Pilot program services is taking all corporate actions reasonably requested by Newco to permit the consummation of the Available Financing and to permit the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol the Surviving Corporation immediately after the Effective Time; (Attachment AA vii) executing and delivering any pledge and security documents, other definitive financing documents or other certificates, legal opinions or documents as may be requested by Newco (including certificates of the STCsCompany or any of its Subsidiaries with respect to solvency matters); (viii) must explain using reasonable best efforts to facilitate the process DHCS consummation and syndication of the Available Financing and the direct borrowing or incurrence of all proceeds of the Available Financing by the Surviving Corporation or any of its Subsidiaries immediately following the Effective Time; provided, however, that no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument shall be effective until the Effective Time and, none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time. Unless otherwise agreed by the parties, the Tipping Point Financial Statements provided hereunder shall be prepared in accordance with GAAP based on a fiscal year ending on May 31 (based on the Company’s 52-53 week fiscal year end convention). Merger Sub shall use reasonable best efforts to determine finalize and execute the Senior Secured Credit Agreement on or before December 31, 2007. Newco shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the counties under this demonstrationCompany or any of its Subsidiaries in connection with the foregoing cooperation and shall indemnify and hold harmless the Company, its Subsidiaries and their Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries or Representatives), except to the extent that such losses, damages, claims, costs or expenses resulted from or arose out of the willful misconduct of the Company or any of its Subsidiaries or Representatives. 3(b) The Contractor Newco shall only provide state plan DMC services use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters (or terms no less favorable to Newco and no more conditional than the terms described therein as determined in the reasonable judgment of Newco), including by (i) maintaining in effect the Debt Commitment Letters until DHCS execution and CMS approve delivery of this Intergovernmental the definitive documentation contemplated by such Debt Commitment Letters (such documentation, as contemplated by the current versions of the Debt Commitment Letters, the “Senior Secured Credit Agreement” and the “Bridge Agreement” and the date such facilities are executed and delivered, the “Credit Agreement Effective Date” and the “Bridge Agreement Effective Date”, as applicable), (ii) negotiating and entering into the Senior Credit Agreement and the approved Intergovernmental Bridge Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant with respect to the state plan reimbursement methodologies. 4) Pursuant Debt Financing on the terms and conditions reflected in the Debt Commitment Letters or on other terms no less favorable, in the aggregate, to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC Newco at or prior to billing DMC to receive either payment from the OHC, or a notice earlier of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose Debt Commitment Letters or the Effective Time; (iii) satisfying on a recommended format for this annual financial data timely basis all conditions applicable to Newco and DHCS shall approve a final format. 3Merger Sub in the Debt Commitment Letters and the Senior Credit Agreement and Bridge Agreement that are within their control and (iv) Pursuant enforcing its rights under the Debt Commitment Letters, the Senior Credit Agreement and the Bridge Agreement; provided, that, one or more Debt Commitment Letters, the Senior Secured Credit Agreement and/or the Bridge Agreement may be amended, restated, supplemented or otherwise modified or superseded to W&I Codeadd one or more lenders, Section 14124.24(hlead arrangers, bookrunners, agents or similar entities which had not executed the Debt Commitment Letters as of the date hereof, to increase the amount of indebtedness, to replace or modify one or more facilities with one or more new facilities or otherwise amend, supplement or modify the Debt Commitment Letters, Senior Secured Credit Agreement and/or the Bridge Agreement or otherwise (the “New Debt Financing Commitments”), provided that the Contractor New Debt Financing Commitments shall not require OTP/NTP providers to submit cost reports not: (A) expand or adversely amend the conditions to the Contractor Debt Financing set forth in the Debt Commitment Letters, in any material respect; (B) reasonably be expected to delay or prevent the Closing; or (C) reduce the aggregate amount of available Debt Financing (unless, in the case of this clause (C), replaced with an amount of new equity financing), if from new equity financing sources, only to the extent compliant with Section 6.4(c). Upon and from and after each such event, the term “Debt Financing” as used in this Section 6.4 shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letters and Senior Secured Credit Agreement and Bridge Facility that are not so superseded at the time in question (including any such New Debt Financing Commitments) and, for purposes of this Section 6.4, references to “Debt Commitment Letters” and “Secured Credit Agreement” and “Bridge Agreement” shall include such documents amended, supplemented, modified or replaced in compliance with the terms of foregoing sentence and references to “Financing” shall include the Financing contemplated by the Financing Commitment Letters and the Senior Secured Credit Agreement and Bridge Agreement as permitted to be amended, modified or replaced by this Section 6.4(b) and references to “Debt Commitment Letters” shall include such documents as permitted to be amended, modified or replaced by this Section 6.4(b). Subject to the terms and conditions of this Agreement (including, for the purpose avoidance of cost settlementdoubt, the provisions of this Section 6.4(b) permitting amendment or replacement of the Debt Commitment Letters and the Senior Secured Credit Agreement or Bridge Agreement, as applicable, in the event the Credit Agreement Effective Date or Bridge Agreement Effective Date occurs prior to the Effective Time, Newco shall use its reasonable best efforts to maintain in effect the Senior Secured Credit Agreement from the Credit Agreement Effective Date through the Effective Time and the Bridge Agreement from the Bridge Agreement Effective Date through the Effective Time. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters or the Senior Secured Credit Agreement or Bridge Agreement for any reason, as promptly as practicable following the occurrence of such event Newco shall use its reasonable best efforts to obtain alternative financing from alternative sources (“Alternative Financing”) on terms that are not less favorable, in the aggregate, to Newco (as determined in the reasonable judgment of Newco) than the Debt Financing contemplated by the Debt Commitment Letters as promptly as practicable following the occurrence of such event. Newco shall keep the Company reasonably apprised as to the status of, and any material developments relating to, the Debt Financing. To the extent any solvency opinion is delivered to any of the Financing Sources under the Debt Commitment Letter, the Secured Credit Agreement or the Bridge Agreement, or to other lenders pursuant to an Alternative Financing, then a copy of such solvency opinion shall have been delivered to the Company and the Company Board, with such solvency letter either being expressly addressed to the Company and the Company Board or being in such form and manner as may be required in order that the members of the Company Board shall be entitled to rely upon such solvency letter as if such solvency letter were expressly addressed to the members of the Company Board.

Financing. A. Payment for ServicesFrom the date of this Stock Purchase Agreement until Closing: 1(a) For claiming Federal Financial Participation Buyers shall (FFP)i) maintain in effect the Binding Acquisition Financing Commitment Letters, (ii) use commercially reasonable efforts to negotiate definitive Agreements with respect thereto on terms and conditions contemplated by the Contractor shall certify Binding Acquisition Financing Commitment Letters and execute and deliver to Parent a copy thereof promptly following such execution, (iii) use commercially reasonable efforts to satisfy on a timely basis all conditions applicable to Buyers in the total allowable expenditures incurred Binding Acquisition Financing Commitment Letters that are within the control of a member of Buyer Group and comply with all obligations of a member of Buyer Group thereunder and (iv) enforce the rights of each member of Buyer Group under the Binding Acquisition Financing Commitment Letters in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersevent of a breach by the financing sources, contracted fee-for- service providers or contracted managed care plansincluding seeking specific performance of the parties thereunder. 2(b) DHCS In the event that all conditions to the Binding Acquisition Financing Commitment Letters have been satisfied, or upon funding will be satisfied, Buyers shall establish a Center for Medicare use their commercially reasonable efforts to cause the Persons providing such Acquisition Financing to fund on the Closing Date the Acquisition Financing (together with funds from other funding sources) necessary to consummate the Closing, and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA fund, when applicable, any portion of the STCsAcquisition Financing required to satisfy any obligations of Buyers in connection with this Stock Purchase Agreement, in each case, including by Buyers taking enforcement action (including seeking specific performance) must explain to cause such Persons to fund such Acquisition Financing. (c) If any portion of the process DHCS Acquisition Financing becomes unavailable, or Buyers become aware of any event or circumstance that makes any portion of the Acquisition Financing unavailable on the terms and conditions contemplated in the Binding Acquisition Financing Commitment Letters, Buyers shall use their commercially reasonable efforts to determine costs incurred arrange and obtain alternative financing from alternative financing sources in an equivalent amount upon conditions no less favorable than those in the Binding Acquisition Financing Commitment Letters as promptly as practicable following the occurrence of such event. Buyers shall give Parent prompt notice of any material breach by any party to the counties under this demonstrationBinding Acquisition Financing Commitment Letters or of any condition in any such letter not likely to be satisfied, in each case, of which Buyers become aware, or any termination of the Binding Acquisition Financing Commitment Letters. 3(d) The Contractor Buyers shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and use commercially reasonable efforts to secure a working capital facility (other than the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4Entrustment Loan Agreement) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if from a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC bank prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate Closing for the service, less operation of Sweden Company which (i) is in an amount equal to or greater than the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I CodeSchedule M Part 1, Section 14021.51. The Contractor (ii) is on terms and conditions that, when taken together, are customary for such working capital facilities and consistent with the reasonable requirements of the Business and (iii) permits all available funds to be disbursed and used outside the PRC (the “Working Capital Facility”) provided, however, that entry into any Working Capital Facility shall reimburse all OTP/NTP providers be at this ratethe absolute discretion of Buyers. a(e) The Contractor Buyers shall ensure that all keep Parent reasonably informed on a reasonably current basis of the status of its contracted OTP/NTP providers efforts to arrange the Acquisition Financing and the Working Capital Facility. (f) Parent shall cause the Target Companies to provide it reasonable cooperation and assistance to Buyers in connection with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration arrangement of the DMC-ODS Pilot programAcquisition Financing and the Working Capital Facility, so long as such cooperation and assistance would not result in an unreasonable interference with the operation of the Business, provided that nothing in this Section 5.18 shall require Parent to prepare or provide any financial statements or financial or operating reports not otherwise included in the Due Diligence Materials or prepared in the Ordinary Course of Business. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Parent and Merger Sub (i) shall, and shall cause each of their Subsidiaries to, use their reasonable best efforts to provide the Mortgage Business Purchaser all cooperation reasonably requested by the Mortgage Business Purchaser in connection with the arrangement of financing contemplated under the Mortgage Business Sale Agreement (the “Debt Financing” ) (provided that such requested cooperation does not unreasonably interfere with the business or operations of the Company and its Subsidiaries or the Company Joint Ventures) including by providing assistance in gathering information to be used in connection with obtaining such Debt Financing and (ii) shall comply with their respective obligations under the Mortgage Business Sale Agreement. (b) The Company shall, and shall cause its Subsidiaries and the Company Joint Ventures to, and shall use its reasonable best efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company, its Subsidiaries and the Company Joint Ventures to, provide the Mortgage Business Purchaser all cooperation reasonably requested by the Mortgage Business Purchaser in connection with the arrangement of financing contemplated under the Mortgage Business Sale Agreement (provided that such requested cooperation does not unreasonably interfere with the business or operations of the Company and its Subsidiaries or the Company Joint Ventures), including by: (i) providing direct contact between prospective lenders and the officers and directors of the Company, its Subsidiaries and the Company Joint Ventures, (ii) providing assistance in preparation of materials for Services 1rating agency presentations, offering documents, confidential information memoranda, bank information memoranda, prospectuses and other materials to be used in connection with obtaining the Debt Financing (including customary auditor comfort letters), (iii) For claiming Federal providing assistance in the preparation for, and participating in, meetings, presentations, road shows, due diligence and drafting sessions to and with, among others, prospective lenders, investors and rating agencies, (iv) providing access and assistance to prospective lenders in performing any audits or appraisals of assets in connection with the Debt Financing, (v) entering into a loan agreement, purchase agreement and related documents, including guarantees and collateral security documents, so long as such documents provide that the Company, its Subsidiaries and the Company Joint Ventures shall not have any liability or obligation under such documents until the consummation of the transactions contemplated hereby, (vi) providing legal opinions customarily and reasonably required by the lenders in connection with the Debt Financing, (vii) (A) providing a list of the mortgage servicing contracts and loan purchasing and servicing rights agreements of the Mortgage Entities and, except to the extent, if any, that disclosure of such information is prohibited by applicable Law, lists, by contract, of names and mailing addresses of the owners of the mortgage loans underlying such contracts and (B) with respect to loans to be purchased under a warehouse facility, delivering a purchased mortgage loan schedule, original mortgage notes endorsed in blank, an assignment in blank of mortgages and a copy of the mortgage and of each intervening assignment, and any other related documentation reasonably requested by the lenders in connection with the Mortgage Business Purchaser’s establishment of mortgage warehousing facilities at Closing and (viii) furnishing the Mortgage Business Purchaser as promptly as reasonably practicable with financial and other pertinent information regarding the Mortgage Entities and their consolidated Subsidiaries and consolidated Company Joint Ventures as may be reasonably requested by the Mortgage Business Purchaser in connection with the Debt Financing and customarily included in offering memoranda relating to resales under Rule 144A promulgated under the Securities Act and otherwise customarily required to consummate the offering(s) of debt securities contemplated by the Debt Financing at the time such offering(s) will be made, and in any event furnishing such financial and other information within the time period specified by Rule 3-12 of Regulation S-X, including all financial statements and financial data of the type required by Regulation S-X (provided that information required by Rule 3-10 of Regulation S-X may be in summary form) and Regulation S-K under the Securities Act (without giving effect to the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A; 34-54302A; IC-27444A), including audits and reviews thereof to the extent so required (which audits shall be unqualified) and related management discussion and analysis of financial condition and results of operations and which shall include, in all events, the Mortgage Business Financial Participation Statements (FFPall such information in clause (vii) and this clause (viii), together with the Acknowledgement Agreements (defined below), the Contractor “Required Information” ); provided, however, that neither the Company nor any Subsidiary or Company Joint Venture shall certify be required to pay any commitment or other similar fee or incur any other liability in connection with the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plansDebt Financing. 2(c) DHCS No less than 45 days prior to the anticipated Closing Date, the Company shall, or shall establish a Center for Medicare cause the applicable Mortgage Entity to, submit to F▇▇▇▇▇ M▇▇, F▇▇▇▇▇▇ Mac and Medicaid Services G▇▇▇▇▇ Mae (CMSthe “Agencies” ) approved Certified Public Expenditure (CPE) protocol before FFP associated such customary acknowledgement agreements in form and substance acceptable to the Agencies as is required in connection with Pilot program services is made available the Debt Financing with respect to DHCS. This DHCS approved CPE protocol (Attachment AA all mortgage servicing rights of the STCsMortgage Entities in mortgage loans serviced by the Company pursuant to programs of the Agencies (the “Acknowledgement Agreements”) must explain and the process DHCS Company shall use its commercially reasonable efforts to determine costs incurred obtain execution by the counties under this demonstrationAgencies of the Acknowledgement Agreements prior to the Closing Date. 3(d) The Contractor Parent and Merger Sub shall, and shall only cause each of their Subsidiaries to, use their commercially reasonable efforts to provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed Mortgage Business Purchaser all cooperation reasonably requested by the Contractor’s County Board of Supervisors. During this timeMortgage Business Purchaser in connection with the refinancing, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, repayment or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit extension of the OHC. If the Contractor submits a claim to an OHC and receives partial payment existing debt facilities of the claimMortgage Entities, including by using commercially reasonable efforts to obtain extensions of, minimize breakage costs under, and obtain the Contractor may submit the claim consents and/or waivers of certificateholders, security holders, trustees, swap counterparties and other “transaction participants”, ratings agencies and/or lenders with respect to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCsuch facilities. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP)At any time, and from time to time, prior to Closing, the Contractor Company shall, and shall certify the total allowable expenditures incurred cause its Subsidiaries to and use reasonable best efforts to cause its Representatives to, cooperate in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersconnection with any Financing as Parent may reasonably request, contracted fee-for- service providers including any offering of debt or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA equity securities, requested repayment or refinancing of Indebtedness of the STCsCompany or any of its Subsidiaries and any filing with any Governmental Body to be made by Parent related thereto, including, as applicable, by: (i) must explain causing management teams of the process DHCS shall use Company or its Subsidiaries, with appropriate seniority and expertise, to determine costs incurred participate in meetings, due diligence and drafting sessions, rating agency presentations and road shows, if any, related to the Financing; (ii) providing information with respect to the Company and its Subsidiaries reasonably requested by Parent or the Financing Sources to facilitate the Financing; (iii) using reasonable best efforts to prepare and furnish to Parent the Required Information; (iv) assisting in the preparation of SEC filings to be made by Parent, offering memoranda, private placement memoranda, prospectuses, bank confidential information memoranda, rating agency presentations and similar documents (“Offering Documents”); (v) (A) using reasonable best efforts to cause PricewaterhouseCoopers LLP or other relevant accountants of the Company and its respective Subsidiaries to cooperate with Parent, including by participating in drafting sessions and accounting due diligence sessions, to obtain the consent of, and customary comfort letters from, PricewaterhouseCoopers LLP (including by providing customary management letters and requesting legal letters to obtain such consent) in connection with any Financing by Parent and (B) cooperating with Parent’s legal counsel in connection with any legal opinions that such counsel may be required to deliver in connection with the Financing; (vi) cooperating with any due diligence, to the extent customary and reasonable; (vii) in connection with any such Financing, provide customary authorization letters authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission; (viii) furnishing promptly all documentation and other information required by any Governmental Authority or as reasonably requested by any financing source under applicable “know your customer,” anti-bribery and anti-money laundering rules and regulations, including the PATRIOT Act, the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd 1 et seq., and economic sanctions administered by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve Office of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Foreign Assets Control of the OHC. If U.S. Treasury Department; (ix) in connection with the Contractor submits a claim Financing, executing and delivering any definitive financing documents, including any necessary pledge and security documents, as reasonably requested by Parent and otherwise facilitating the pledging of collateral in connection with the Financing, including taking reasonable actions necessary to an OHC permit the Financing Sources to evaluate the Company’s and receives partial payment of the claimits Subsidiaries’ assets, the Contractor may submit the claim to DMC inventory, cash management and is eligible to receive payment up to the maximum DMC rate for the serviceaccounting systems, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates policies and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request procedures relating thereto for the purpose of setting establishing collateral arrangements (including establishing bank and other accounts and blocked account and control agreements in connection with the OTP/NTP rates after foregoing); (x) causing the expiration taking of any corporate, limited liability company or partnership actions, as applicable, by the Company or its Subsidiaries reasonably necessary to permit the completion of the DMC-ODS Pilot programFinancing, subject to the occurrence of the Closing; and (xi) using reasonable best efforts to obtain customary payoff letters, lien terminations and releases and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness and release of liens contemplated by any repayment or refinancing of such indebtedness to be paid off, discharged and terminated on the Closing Date; provided that the documents in respect of such arrangements contemplated by this clause (xi) shall not need to be effective until the Closing Date. i. The DHCS Rates Setting Workgroup (b) Notwithstanding anything to the contrary in this Section 5.19(a), no action shall propose a recommended format for be required of the Company or its Subsidiaries if any such action shall: (i) unreasonably disrupt or interfere with the business or ongoing operations of Company and its Subsidiaries; (ii) cause any representation or warranty or covenant contained in this annual Agreement to be breached unless waived by Parent; (iii) involve the entry by the Company or any Subsidiary into any agreement with respect to the Financing that is effective prior to the Closing, other than customary representation and authorization letters; (iv) require Company or any of its Subsidiaries or any of its or their Representatives to provide (or to have provided on its behalf) any certificates or legal opinions, other than certificates delivered at (or as of) the Closing Date and other than customary representation and authorization letters; (v) require the Company or any Subsidiary to pay any commitment or other fee prior to the Closing Date; (vi) require the Company or any of its Subsidiaries or their respective Representatives to prepare pro forma financial data information or projections, which shall be the responsibility of Parent (without waiver of the covenant set forth in Section 5.19(a)(ii) and DHCS shall approve a final format(iii); or (vii) cause any director, officer, or employee of Company or any of its Subsidiaries to execute any agreement or certificate in his or her individual, rather than official, capacity. 3(c) Pursuant to W&I CodePromptly upon the Company’s request, Section 14124.24(h)all reasonable and documented out-of-pocket fees and expenses incurred by the Company and its Subsidiaries in connection with assisting in the Financing shall be paid or reimbursed by Parent, and, in the Contractor event the Closing shall not require OTP/NTP providers to submit cost reports occur, Parent shall indemnify and hold harmless Company, its Subsidiaries and its and their Representatives from and against any and all losses actually suffered or incurred by them in connection with the arrangement or consummation of the Financing, except to the Contractor extent such losses arise from the information provided by the Company or its Subsidiaries for use in the purpose of cost settlementOffering Documents or otherwise in connection with the Financing.

Financing. A. Payment (a) The Sellers agree to provide, and shall cause the Company and the Subsidiaries and its and their respective officers, employees, representatives and advisors, including legal and accounting, to provide, all cooperation reasonably requested by the Investors in connection with the arrangement of the Financing Transactions, including (i) participation in meetings, drafting sessions, due diligence sessions, management presentation sessions, road shows and sessions with rating agencies, (ii) promptly after September 30, 2006, preparation, and review and delivery to the Investors by KPMG, of a reviewed (but not audited) balance sheet of the Business as of September 30, 2006 and the related statement of operations and cash flows of the Business for Services 1the nine (9) For claiming Federal months ended September 30, 2006 (collectively, the "Interim Financial Participation (FFPStatements"), it being understood that the Contractor reporting entity for the Interim Financial Statements shall certify be RSC, (iii) preparation of business projections, additional financial statements (including, without limitation, those required by the total allowable expenditures incurred Securities and Exchange Commission), offering memoranda, private placement memoranda, prospectuses and similar documents, (iv) execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, provided that neither the Company nor Subsidiaries shall have any liability thereunder prior to Closing, (v) executing and delivering other requested certificates or documents, including, without limitation, a certificate of the chief financial officer of either Seller or the Company with respect to solvency matters, comfort letters of accountants, consents of accountants for use of their reports in any materials relating to the financing contemplated by the Commitment Letters, legal opinions as may be reasonably requested by the Investor and (vi) providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center financial information necessary for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA the satisfaction of the STCs) must explain obligations and conditions set forth in the process DHCS Commitment Letters within the time periods required thereby in order to permit a Closing Date on or prior to the Termination Date which obligation shall use to determine costs incurred by include providing the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed financial information required pursuant to the state plan reimbursement methodologiesterms of the Commitment Letters. 4(b) Pursuant Prior to Title 42 CFR 433.138 the Closing, the Company shall (i) form LLC1 (which shall be treated as a disregarded entity for U.S. federal income tax purposes and, to the extent possible under state law, a disregarded entity for state income tax purposes) and 22 CCR 51005(acontribute to it all of the outstanding capital stock of RSC, (ii) cause LLC1 to form LLC2 (which shall be treated as a disregarded entity for U.S. federal income tax purposes and, to the extent possible under state law, a disregarded entity for state income tax purposes) and contribute to LLC2 all of the outstanding capital stock of RSC, (iii) cause LLC2 to form LLC3 (which shall be treated as a disregarded entity for U.S. federal income tax purposes and, to the extent possible under state law, a disregarded entity for state income tax purposes) and contribute to LLC3 all of the outstanding capital stock of RSC, (iv) cause LLC3 to contribute to RSC all of the outstanding preferred stock of RSC and (v) cause RSC to cancel the preferred stock contributed to it by LLC3 pursuant to clause (iv) of this Section 7.18(b). In furtherance of its obligations under Section 7.18(a) above, at the request of the Investors the Sellers shall cause the Company to cause the Subsidiaries to take, solely under the direction and control of the Investors, all action necessary or desirable in connection with the Financing Transactions, including, without limitation, causing one or more of the Subsidiaries to be issuers, borrowers and co-obligors in the Financing Transactions. The Company shall cause the Subsidiaries not to close or agree to close on any of the transactions contemplated by the Commitment Letters other than pursuant to instructions from the Investors. (c) At the Closing, after the consummation of the Financing Transactions, and prior to the transactions contemplated by Section 2.1, the Company shall cause (v) RSC Canada to distribute to RSC all of the net proceeds RSC Canada receives from such Financing Transactions, (w) RSC to distribute to LLC3 all of the net proceeds RSC receives from such Financing Transactions and from RSC Canada pursuant to clause (v) of this Section 7.18(c), if a beneficiary has Other Heath Coverage (OHCx) LLC3 to distribute to LLC2 all of the net proceeds LLC3 receives from such Financing Transactions and from RSC pursuant to clause (w) of this Section 7.18(c), then (y) LLC2 to distribute to LLC1 all of the Contractor shall bill that OHC prior proceeds it receives from LLC3 pursuant to billing DMC clause (x) of this Section 7.18(c) and (z) LLC1 to receive either payment distribute to the Company all of the proceeds it receives from the OHC, or a notice LLC2 pursuant to clause (y) of denial from the OHC indicating that:this Section 7.18(c). a(d) The recipient’s OHC coverage has been exhaustedInvestors agree to use all commercially reasonable efforts to arrange the Financing Transactions, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim and to an OHC and receives partial payment of the claim, the Contractor may submit the claim cause such financing to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made be consummated so that funds contemplated by the OHCCommitment Letters are available on or before the Termination Date. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment The Company shall and shall cause its subsidiaries to, reasonably cooperate in connection with the arrangement of any financing by Buyer or any party to the Subsequent Transaction Agreement in connection with the transactions contemplated by this Agreement or the Subsequent Transaction Agreement (the "Financing") as may be reasonably requested by Buyer or such party to the Subsequent Transaction Agreement (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its subsidiaries and provided that the Buyer or such party to the Subsequent Transaction Agreement agrees (in the case of the party to the Subsequent Transaction Agreement, in writing) to promptly reimburse the Company for Services 1any reasonable costs or expenses incurred in connection with such cooperation). Such cooperation by the Company shall include, at the reasonable request of Buyer or such party to the Subsequent Transaction Agreement, (i) For claiming Federal Financial Participation providing to the parties providing Financing all financial statements and other information relating to the Company and its subsidiaries that are customarily required for financings similar to the Financing and using reasonable best efforts to provide such other financial information as Buyer or such party to the Subsequent Transaction Agreement shall reasonably request in order to consummate the Financing, (FFPii) participating in a reasonable number of meetings, drafting sessions and due diligence sessions in connection with the Financing, (iii) assisting in the preparation of (A) one or more offering documents or confidential information memoranda for the Financing (including the execution and delivery of one or more customary representation letters in connection therewith); provided that any such memoranda and similar documents need not be issued by the Company or any of its subsidiaries; provided, further, that any such memoranda shall contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its subsidiaries as the obligor and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts for any of the Financing, including providing assistance in the preparation for, and participating in, meetings, due diligence sessions and similar presentations to and with, among others, prospective lenders, investors and rating agencies, and (v) executing and delivering (or using reasonable best efforts to obtain from advisors), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersand causing its subsidiaries to execute and deliver (or use reasonable best efforts to obtain from advisors), contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish customary certificates (including a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA certificate of the STCschief financial officer of the Company with respect to solvency matters), accounting comfort letters, legal opinions (which may be reasoned in appropriate circumstances), surveys, title insurance or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Buyer or any party to the Subsequent Transaction Agreement in connection with the Financing and otherwise reasonably facilitating the pledge of collateral and providing of guarantees contemplated with respect to the Financing; provided, however, that no obligation of the Company or any of its subsidiaries under any such certificate, document or instrument (other than the representation letter referred to above) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant effective until the Effective Time. Notwithstanding anything in this Agreement to the state plan reimbursement methodologies. 4contrary, neither the Company nor any of its subsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Financing (or any replacements thereof) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCEffective Time. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing Date, the Company and its Subsidiaries shall use reasonable best efforts to provide, and shall use reasonable best efforts to cause their Representatives to provide, to Parent and MergerCo, in each case at Parent’s sole expense, all cooperation reasonably requested by Parent to assist Parent in causing the conditions in the Debt Commitment Letter to be satisfied or as is otherwise reasonably requested by Parent or the Debt Financing Sources in connection with the financings contemplated by the Debt Commitment Letter and an offering or private placement of debt securities pursuant to Rule 144A under the Securities Act, in each case, that is necessary and customary for Servicesfinancings of the type contemplated by the Debt Commitment Letter and an offering or private placement of debt securities pursuant to Rule 144A under the Securities Act, including using reasonable best efforts to: (i) as promptly as reasonably practicable (A) furnish Parent with (x) the Required Financial Information, any updates to any Required Financial Information as may be necessary for such Required Financial Information to remain Compliant and (y) such other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent to the extent such information is customarily included in marketing materials or offering documents for financings similar to the financings contemplated by the Debt Commitment Letter and (B) inform Parent if the chief executive officer, chief financial officer, treasurer, controller or comparable officer of the Company or any member of the audit committee of the Board of Directors of the Company shall have knowledge of any facts as a result of which a restatement of any financial statements (or portion thereof) comprising a portion of the Required Financial Information is reasonably likely or under consideration in order for such financial statements (or portion thereof) to comply with GAAP; (ii) reasonably cooperate with the due diligence of any Debt Financing Source; (iii) assist in preparation for and participate in marketing efforts for the Debt Financing (including causing certain appropriate members of management (with appropriate seniority and expertise) and Representatives of the Company and its Subsidiaries to participate in a reasonable number of meetings and calls (that are requested in advance with or by the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing)), presentations, due diligence sessions and sessions with rating agencies and accounting due diligence session, drafting sessions and roadshows, in each case, upon reasonable advance notice from, and as reasonably requested by, Parent and at reasonable times and locations (which may be virtual) to be mutually agreed, and assisting Parent in obtaining ratings in connection with the Debt Financing; (iv) assist Parent, MergerCo and the Debt Financing Sources with the timely preparation of (A) materials for rating agency presentations and (B) bank information memoranda, lender presentations, rating agency presentations and similar documents customary or reasonably required for use in connection with the Debt Financing and investor presentations, offering documents and prospectuses, including reviewing and commenting on Parent’s draft of a business description and MD&A to be included in marketing materials or offering documents; (v) execute and deliver as of (but not prior to) the Closing any guarantee, pledge and security documents, mortgages, supplemental indentures, currency or interest rate hedging arrangements, other definitive financing documents, or other certificates or documents as may be reasonably requested by Parent or the Debt Financing Sources, certificates of the chief financial officer (or other executive officer) of the Company with respect to solvency matters in the form set forth as an exhibit to the Debt Commitment Letter and otherwise reasonably facilitate the pledging of collateral and the granting of security interests in respect of the Debt Financing (including the delivery of all original stock certificates and related powers, any original promissory notes and related powers, or other certificates intended to constitute collateral as contemplated by the Debt Commitment Letter) (it being understood (A) that such documents will not take effect prior to the Effective Time, (B) none of the foregoing documents or certificates shall be executed and/or delivered except in connection with the Closing and (C) no director, officer or employee of the Company or any of its Subsidiaries shall be required to execute or deliver any such document or instrument except in his or her capacity as a director, officer or employee at or following the Closing); (vi) provide customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors, subject to customary confidentiality provisions (which may include customary “click through” confidentiality arrangements or other confidentiality arrangements customary for syndication and arrangement procedures), and containing a customary representation to the Debt Financing Sources that the public side versions of such documents do not include material non-public information about the Company or its Subsidiaries or their securities and as to the accuracy of the factual information about the Company and its Subsidiaries contained in the disclosure and marketing materials related to the Debt Financing; (vii) promptly and in any event at least four (4) Business Days prior to the Closing Date, provide Parent and Debt Financing Sources with all documentation and other information about the Company Group that is required in connection with Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and a beneficial ownership certificate for any entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), in each case to the extent reasonably requested in writing at least nine (9) days in advance of the Closing; provided that, it is understood and agreed that the delivery of any such documentation and other information shall not be subject to any “reasonable best efforts” qualifier contained in this clause (a); (viii) reasonably assist Parent with the preparation of pro forma financial information and pro forma financial statements to the extent required by SEC rules and regulations or customary or reasonably requested by Parent or the Debt Financing Sources to be included in any marketing materials or offering documents or of the type customarily provided in any Debt Financing contemplated by the Debt Commitment Letter and an offering or private placement of debt securities pursuant to Rule 144A under the Securities Act; provided that, for the avoidance of doubt, the Company and its Subsidiaries will not be required to actually (A) prepare any such pro forma financial statements, (B) prepare projections or other forward-looking information covering any period after the Closing or (C) provide any information relating to (1) For claiming Federal Financial Participation the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (FFPif any) and/or any fees and expenses relating to the incurrence of such debt or equity financing, (2) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing or (3) any financial information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company by Parent; and (ix) request and facilitate its independent auditors to (A) provide, consistent with customary practice, (x) reasonable assistance to Parent, including in connection with Parent’s preparation of pro forma financial statements and information, and (y) customary auditors consents (including consents of accountants for use of their reports in any material relating to the Debt Financing) and reports and to provide customary “comfort letters” (including customary “negative assurance” comfort, including with respect to the pro forma financial statements, and change period comfort) with respect to financial information relating to the Company and its Subsidiaries included in any offering memorandum used in connection with the Debt Financing (and to provide customary representations to such independent auditors in connection with the foregoing) and (B) attend a reasonable number of accounting due diligence sessions and drafting sessions upon reasonable prior notice. (b) The Company and its Subsidiaries hereby consent to the reasonable and customary use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or the Company’s Subsidiaries. (c) All material non-public information provided by the Company or any of its Subsidiaries or any of their Representatives pursuant to this ‎Section 5.13 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and MergerCo shall be permitted to disclose such information to the financing sources, other potential sources of capital, rating agencies and prospective lenders (or investors) during syndication of the Debt Financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities); provided, that, notwithstanding the foregoing, Parent and MergerCo may disclose such information in an offering memorandum and other marketing materials related to the Debt Financing. (d) Notwithstanding anything in this ‎Section 5.13 to the contrary, nothing in ‎Section 5.13(a) shall require any such cooperation or assistance to the extent that it could result in the Company or any of its Subsidiaries being required to: (i) pledge any assets as collateral that is not contingent upon the Closing or that would be effective prior to the Effective Time; (ii) agree to pay any fee, bear any cost or expense, incur any other liability or give any indemnities to any third party or otherwise commit to take any similar action in connection with the Debt Financing prior to the Closing, in each case, that has not been or will not be reimbursed or indemnified by Parent or MergerCo or, if required by the Company, advanced by Parent or MergerCo; (iii) take any actions to the extent such actions would (A) unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries, (B) subject any director, manager, officer or employee of the Company or any of its Affiliates to any actual or potential personal liability, (C) conflict with, or result in any violation or breach of, or default (with or without notice, or lapse of time or both) under, the organizational documents of the Company or any of its Subsidiaries, any applicable Law or Judgment or any material Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound; provided that the Company and its Subsidiaries shall use reasonable best efforts to find a suitable alternative to take such actions in such a way that does not violate or otherwise breach or result in a default under any such obligations, (D) require any such entity to change any fiscal period or (E) cause (x) any closing condition set forth in ‎Article VI of this Agreement to fail to be satisfied or (y) any other breach of this Agreement; (iv) waive or amend any terms of this Agreement or any other material Contract to which the Company or its Subsidiaries is party; (v) commit to take any action under any certificate, document or instrument or enter into any definitive agreement that is not contingent upon the Closing (other than representation letters and authorization letters referred to above and documentation referred to in ‎Section 5.13(a)(vii) above); (vi) provide access to or disclose information that the Company determines, in its reasonable judgment, would jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements owing to a third party applicable to, the Company or its Affiliates; provided that the Company shall, and shall cause its Affiliates to, use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not cause loss or waiver of such privilege or violate any such confidentiality obligations as applicable; (vii) cause any director, manager or equivalent, or any officer or employee of the Company or any its Subsidiaries to pass resolutions to approve the Debt Financing or authorize the creation of any agreements, documents or actions in connection therewith, or to execute or deliver any certificate in connection with the Debt Financing (other than any director, manager or equivalent, or officer or employee of the Company or any its Subsidiaries who will continue in such a position following the Closing and the passing of such resolutions), or to take any action that is not contingent on the Contractor Closing or would be effective prior to the Closing (other than representation letters and authorization letters referred to above and documentation referred to in ‎Section 5.13(a)(vii) above); (viii) make any certification or representation that the Company or such Subsidiary does not reasonably believe to be accurate; or (ix) deliver any legal opinion. In addition, no amendment or modification to the Debt Commitment Letter after the date hereof shall certify expand the total allowable expenditures incurred in providing extent of cooperation required by the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plansCompany and its Subsidiaries pursuant to this ‎Section 5.13. 2(e) DHCS Parent shall establish a Center promptly, upon request by the Company, reimburse the Company for Medicare all reasonable out-of-pocket costs and Medicaid Services expenses (CMSincluding reasonable attorneys’ fees) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under Company or any of its Subsidiaries and their respective Representatives in connection with the Financing, including the cooperation of the Company and its Subsidiaries and Representatives contemplated by this demonstration‎Section 5.13 (other than any costs or expenses that would have been incurred by the Company or its Subsidiaries in ordinary course of business regardless of the transactions contemplated hereby (including the preparation and/or delivery of financial information customarily prepared by the Company or its Subsidiaries)), and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with their cooperation in the arrangement of the Financing and/or the provision of any information used in connection therewith (other than factual information provided by or on behalf of the Company or its Subsidiaries), in each case, other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, the Company, its Subsidiaries or their Representatives. The foregoing obligations in this clause ‎(e) shall survive the termination of this Agreement. 3(f) The Contractor Each of Parent and MergerCo shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing in an amount required to satisfy the Financing Uses on the terms and subject only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4conditions (including the “market flex” provisions) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Codethe Commitment Letters (or, Section 14021.51. The Contractor shall reimburse all OTP/NTP other than with respect to amount and conditionality, on terms that are otherwise acceptable to Parent, MergerCo and the providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(happlicable Financing in their sole discretion), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.including using reasonab

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Closing, the Company shall provide and shall cause each Subsidiary of the Company and their respective Representatives to provide, and each Selling Party shall cause the Company and each Subsidiary of the Company and their respective Representatives to provide, all cooperation in connection with the Debt Financing reasonably requested by the Purchasing Parties, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Selling Parties and their Subsidiaries (FFPincluding the Company and its Subsidiaries), including (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the Contractor shall certify preparation of materials for rating agency presentations and offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents required in connection with the total allowable expenditures incurred Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda, (iii) executing and delivering, as of the Closing, any pledge and security documents, other definitive financing documents, other certificates or documents as may be reasonably requested by the Purchasing Parties (including a certificate of the Chief Financial Officer of the Company with respect to solvency matters) and otherwise reasonably facilitating the pledging of collateral, (iv) as promptly as practical, furnishing the Purchasing Parties and their financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by the Purchasing Parties, including all related financial statements, and financial data and other information of the type and form customarily included in private placements under Rule 144A under the Securities Act to consummate the offering(s) of debt securities contemplated by the Financing Commitments (the “Required Information”), (v) using reasonable best efforts to (y) obtain accountants’ comfort letters, accountants’ consents and legal opinions and (z) with respect to any properties for which the Purchasing Parties’ lenders request surveys and/or mortgagee title insurance, using reasonable best efforts to obtain title insurance in customary form for commercial real estate transactions and providing the DMC-ODS Pilot program services provided Purchasing Parties and their agents with reasonable access to the applicable properties in connection with the Purchasing Parties’ surveys, in either through Contractor-operated providersof clause (y) or (z), contracted fee-for- service providers or contracted managed care plans. 2at the Purchasing Parties’ expense, as reasonably requested by the Purchasing Parties; (vi) DHCS shall establish a Center permitting the prospective lenders involved in the Debt Financing to identify and evaluate the Company’s and its Subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto for Medicare the purposes of establishing collateral arrangements; (vii) without limitation of Section 5.06, using reasonable best efforts to obtain waivers, consents, estoppels and Medicaid Services approvals from other parties to Company Leases and Contracts and to arrange discussions among the Purchasing Parties and their financing sources with other parties to material leases, encumbrances and contracts, and (CMSviii) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available taking all reasonable actions necessary to DHCS. This DHCS approved CPE protocol (Attachment AA permit the consummation of the STCsFinancing contemplated by the Financing Commitments; provided, that none of the Selling Parties or any of their Subsidiaries (including the Company and its Subsidiaries) must explain shall be required to pay any commitment or other similar fee or incur any other liability in connection with the process DHCS shall use to determine Debt Financing. The Purchasing Parties shall, promptly upon request by the Seller Parent, reimburse Seller Parent for all reasonable out-of-pocket costs incurred by the counties under Selling Parties or any of their Subsidiaries (including the Company and its Subsidiaries) in connection with such cooperation, including any payments or concessions made in connection with clauses (vii) and (viii) above. The Purchasing Parties shall indemnify and hold harmless the Selling Parties, their Subsidiaries (including the Company and its Subsidiaries) and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (1) any action taken by them at the request of the Purchasing Parties pursuant to this demonstration. 3Section 5.04 or in connection with the arrangement of the Debt Financing and (2) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed any information utilized in connection therewith (other than information provided by the Contractor’s County Board of SupervisorsSelling Parties and their Subsidiaries (including the Company and its Subsidiaries)). During All non-public or otherwise confidential information regarding the Company obtained by the Purchasing Parties pursuant to this time, state plan DMC services Section 5.04 shall be reimbursed pursuant kept confidential in accordance with the Confidentiality Agreement; provided, however, that the Purchasing Parties and their Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the state plan reimbursement methodologies. 4) Pursuant Debt Financing upon the prior written consent of Seller Parent (such consent not to Title 42 CFR 433.138 be unreasonably withheld, conditioned or delayed). The Selling Parties shall cause the Company and 22 CCR 51005(a)its Subsidiaries and their Representatives to update, if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made when requested by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates Purchasing Parties, any such Required Information to determine if the rates are sufficient be included in an offering document to be used in connection with such Financing in order to ensure access that such Required Information does not contain any untrue statement of a material fact or omit to available DMC-ODS Pilot program servicesstate any material fact necessary in order to make the statements contained therein not misleading. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing, the Company shall provide, shall cause the Subsidiaries of the Company and its and their respective officers and employees to provide, and shall use reasonable best efforts to cause its and their respective Representatives to provide, on a timely basis, all cooperation that is reasonably requested by Parent and customary in connection with the arrangement of the Financing, including using its reasonable best efforts to (i) facilitate the execution and delivery of definitive financing, pledge, security and guarantee documents (which documents shall only be required to become effective with regard to the Company and its Subsidiaries as of the Closing Date) and the provision of guarantees and security and the performance of the other obligations thereunder; (ii) promptly provide all financial and other information regarding the Company and the Subsidiaries of the Company as may be reasonably requested by Parent in order to consummate the Financing, including such information that would be required in a registration statement on Form S-3 for Services 1an offering registered under the Securities Act (which shall include all financial statements of the Company and its Subsidiaries that would be required under Rule 3-05 of Regulation S-X, and all financial data of the Company and its Subsidiaries that would be required in order to prepare pro forma financial statements under Article 11 of Regulation S-X, assuming the Merger had been completed and without giving effect to any grace periods permitted for providing such information); (iii) For claiming Federal Financial Participation provide customary certificates, opinions and other documents and instruments, and take all necessary corporate action, relating to the Financing; (FFPiv) obtain customary authorization letters, accountants’ comfort letters (including negative assurance), and accountants’ consent letters, as may be reasonably requested by Parent; (v) cooperate with Parent to obtain surveys and title insurance as may be reasonably requested by Parent; (vi) cause its senior officers to be available, upon reasonable advance notice, to participate in a reasonable number of informational meetings, due diligence sessions, sessions and presentations with lenders and rating agencies and road show meetings in connection with the Contractor shall certify Financing; (vii) cooperate with Parent and Parent’s efforts to obtain customary corporate, facilities and securities ratings; (viii) provide customary authorization letters to the total allowable expenditures incurred lenders and agents in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA respect of the STCsFinancing authorizing the distribution of information to prospective lenders and containing a representation to such financing sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates or its or their securities; (ix) must explain reasonably assist Parent and its financing sources in the process DHCS preparation of all offering documents, an offering memorandum or prospectus and other marketing and rating agency materials for the Financing and reasonably cooperate with any due diligence investigation of the Company and its Subsidiaries in connection with the Financing; and (x) furnish, for no fee, to the Financing Sources (upon the request of the Financing Sources) an electronic version of the Company’s trademarks, service marks and corporate logo for use in marketing materials for the purpose of facilitating the Financing (the “License”); provided, however, that the License shall use be used solely for the purpose described above and may not be assigned or transferred by such Financing Sources. Notwithstanding anything in this Agreement to determine the contrary, none of the Company or any of its Subsidiaries shall be required to (A) pay any commitment or other similar fee or incur any other liability or obligation of any kind, including under any guarantee or pledge or any other document relating to the Financing, in connection with the Financing prior to the Closing Date or (B) enter into any binding agreement or commitment, or adopt any resolution or otherwise take any corporate or similar action, in connection with the Financing that is not conditioned on the occurrence of the Closing Date. The cooperation requested of the Company and its Subsidiaries shall not unreasonably interfere with ongoing operations of the Company and its Subsidiaries or otherwise materially impair the ability of any officer or executive of the Company to carry out its duties to the Company. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the counties under Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this demonstrationSection 5.5 and shall indemnify and hold harmless the Company, the Subsidiaries of the Company and their respective directors and other Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Financing and any information used in connection therewith (except with respect to information provided by the Company or any of its Subsidiaries), and any action taken by any of them at the request of Parent or Merger Sub pursuant to this Section 5.5(a), except, in each case, to the extent such losses, damages, claims, costs or expenses arose from the gross negligence, willful misconduct or bad faith of the Company or any of its Subsidiaries. 3(b) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed All non-public or otherwise confidential information regarding any party obtained by the Contractor’s County Board other parties hereto pursuant to this Section 5.5 shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that upon prior notice to the Company, Parent and Merger Sub shall be permitted to disclose such information to potential sources of Supervisors. During this capital, rating agencies, prospective lenders and investors and their respective Representatives in connection with the Financing so long as such Persons agree to be bound by the Confidentiality Agreement or other customary confidentiality undertakings reasonably satisfactory to the Company and of which the Company shall be a beneficiary. (c) With respect to any outstanding indebtedness of the Company or any of the Subsidiaries of the Company set forth on Section 5.5(c) of the Company Disclosure Schedules, (i) the Company shall, or shall have caused its Subsidiaries to, use reasonable best efforts to deliver all notices and take other actions required to facilitate the termination of commitments in respect of such indebtedness, repayment in full of all obligations in respect of such indebtedness and release of any Liens and guarantees in connection therewith on the Closing Date and (ii) no later than one (1) Business Day prior to the Closing Date, the Company shall, or shall have caused its Subsidiaries to, use reasonable best efforts to furnish to Parent customary payoff letters with respect to such indebtedness (each, a “Payoff Letter”) in substantially final form and in form and substance reasonably satisfactory to Parent from all financial institutions and other Persons to which such indebtedness is owed, or the applicable agent, trustee or other representative on behalf of such Persons, which Payoff Letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other outstanding and unpaid obligations related to such indebtedness as of the Closing Date (the “Payoff Amount”) and (y) state that all obligations (including guarantees) in respect thereof and Liens in connection therewith on the assets of the Company or any of its Subsidiaries or otherwise on the business of the Company shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the Persons holding such indebtedness, released or arrangements reasonably satisfactory to Parent for such release shall have been made by such time, state plan DMC services shall be reimbursed pursuant subject, as applicable, to the state plan reimbursement methodologiesreplacement (or cash collateralization or backstopping) of any then outstanding letters of credit or similar indebtedness. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Buyer shall use its reasonable best efforts to obtain and consummate bank financing, a placement of convertible notes and/or other source of debt financing (FFP)the “Financing”) as promptly as practicable in order to obviate the need to deliver any Escrow Note or Purchase Price Note at Closing. In the interest of clarity, completion of the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plansFinancing is not a condition to Closing. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service Company shall provide to Buyer such cooperation and information as is not a benefit reasonably requested by Buyer in connection with the Financing, including (i) participating in meetings and presentations with prospective lenders and investors, (ii) providing Buyer with customary historical and projected financial information and data, including, to the extent reasonably available, (A) audited consolidated financial statements of the OHCCompany and its Subsidiaries for the year ended December 31, 2016 and (B) unaudited consolidated financial statements of the Company and its Subsidiaries for each month in 2017, (iii) providing customary and reasonable information for inclusion in offering documents, bank information memoranda and similar documents and materials for the Financing, and (iv) providing customary and reasonable information to assist Buyer in the preparation, execution and delivery of any credit agreement, indenture, underwriting agreement, purchase agreement or other customary documents and certificates with respect to the Financing. 35 (c) The Company will use its reasonable best efforts to update any information provided to Buyer pursuant to Section 4.10(b) as may be necessary so that such information does not contain any material misstatement of fact or omit to state any fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading. (d) None of Seller, the Company or any of their respective Subsidiaries, members, directors, managers, officers, employees, accountants, legal counsel and other Representatives shall be required to (i) take any action that would require such Person to pay any commitment or other fee for which it not reimbursed by Buyer, (ii) agree to provide any indemnity in connection with the Financing or its performance of its obligations under this Section 4.10 and any information utilized in connection therewith, provided, that, notwithstanding the foregoing, such accountants and legal counsel may be subject to potential liability in connection with comfort letters, audit opinions and legal opinions provided in connection therewith. Buyer shall indemnify, defend and hold harmless each of Seller and the Company and their respective partners, members, directors, managers, officers, employees, accountants, legal counsel and other Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Financing and the performance of their respective obligations under this Section 4.10 and any information utilized in connection therewith, in each case other than to the extent arising out of a material misstatement or omission in information provided to Buyer by or on behalf of Seller or the Company pursuant to this Section 4.10. If the Contractor submits a claim to an OHC Closing does not occur, Buyer shall, promptly upon request of Seller at any time after the termination of this Agreement for any reason, reimburse Seller and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates Company for all modalities except reasonable and documented costs, fees and expenses incurred through the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if date of such termination in connection with the rates are sufficient to ensure access to available DMC-ODS Pilot program servicescooperation required by this Section 4.10. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment The Developer has funds sufficient to purchase the Premises and to construct and complete the Project. The Developer shall have the right to obtain (and the Town will have no right to review or approve the terms of) financing for Services 1the acquisition and/or construction of the Project from one or more lenders or mortgage holders secured by one or more mortgages, deeds of trust or other instruments creating an encumbrance or lien upon the Property (the “Mortgage”) For claiming Federal Financial Participation to be recorded hereafter (FFP“Mortgage Lender”) and other funding financing sources secured by pledges or assignments (“Pledges”) of the ownership interest of any person, firm or entity owning a direct or indirect interest in the Developer (“Mezzanine Lender”; unless otherwise identified, singularly a “Funding Source” and collectively the “Funding Sources”). ▇▇▇▇▇▇▇▇▇ agrees to pay all amounts due in accordance with the requirements of the Funding Sources. The Mortgage and Pledge(s) shall be subject to and subordinate to this LDA except as specifically provided herein. The Town shall provide to the Funding Sources advance written notice and an opportunity to cure any default under this LDA not cured by Developer within the applicable grace or cure period provided herein, and the Town hereby consents to the Funding Sources exercising any rights under their respective Mortgage, Pledge(s) and other security agreements, including but not limited to the right to take title to and/or control of the Project or Developer pursuant to Mortgage or Pledge(s), as applicable, and any other collateral security, financing or loan documents entered into between the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare Developer and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA any of the STCs) must explain Mortgage Lender or the process DHCS Mezzanine Lender, so long as the Mortgages and/or Pledges are subject to the terms and provisions of this LDA . The rights of Funding Sources hereunder shall use inure to determine costs incurred by the counties benefit of the successors and assigns of the Funding Sources. The Town shall be given written notice of any assignment of the interests of a Funding Source to another person or entity, and of the name and address of the assignee. Thereafter, such assignee shall be deemed to be a "Funding Source" under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and Agreement. In the approved Intergovernmental Agreement is executed by event that the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service Developer is not a benefit wholly owned direct or indirect subsidiary of Toll Brothers, Inc., and instead is a joint venture in which Toll Brothers, Inc. (or a commonly controlled or wholly owned affiliate thereof) retains at least a twenty-five percent (25%) interest conforming to the requirements of Section III.A.1.(d), below, then such Developer (as a precondition to being permitted to be a Developer hereunder) must have obtained financing (1) that complies with the terms of Section II.B.2. below; (2) that is for at least fifty percent (50%) of the OHC. If Project budget costs as approved by the Contractor submits a claim to an OHC and receives partial payment lender, with at least twenty five percent (25%) of the claimremaining Project budget costs being equity funded directly or indirectly by Toll Brothers, Inc., and the Contractor may submit balance of the claim to DMC and is eligible to receive payment up Project budget costs being equity funded by the venture partner(s) which are not wholly owned direct or indirect subsidiaries of Toll Brothers, Inc., (3) that includes a completion guaranty to the maximum DMC rate for lender from Toll Brothers, Inc., pursuant to which such guarantor will cause the serviceProject to be completed in conformance with the lender-approved Project budget and timeline as long as the lender funds the loan proceeds, less the amount and (4) that includes a requirement that Toll Brothers, Inc. shall maintain fifteen million ($15,000,000) in liquid assets during construction of the payment made by the OHCProject. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation During the Pre-Closing Period, the Company shall provide, and shall cause the Target Companies to provide, and shall use commercially reasonable efforts to cause their respective representatives, including legal and accounting advisors, to provide commercially reasonable cooperation requested by Parent in connection with the Financing and the other transactions contemplated by this Agreement (FFPprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Target Companies), including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) preparing and providing access to due diligence materials reasonably required in connection with the Contractor Financing, (iii) assisting with the preparation of materials for offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing; provided, that any such memoranda or prospectuses shall certify contain disclosure and financial statements with respect to the total allowable expenditures incurred in providing Target Companies or the DMC-ODS Pilot program services provided either through Contractor-operated providersSurviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor, contracted fee-for- service providers (iv) at Closing executing and delivering any pledge and security documents, other definitive financing documents, or contracted managed care plans. 2) DHCS shall establish other certificates or documents as may be reasonably requested by Parent (including a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA certificate of the STCschief financial officer of the Target Companies with respect to solvency matters as of the Effective Time and consents of accountants for use of their reports in any materials relating to the Financing), (v) must explain reasonably facilitating the process DHCS shall use pledging of collateral at Closing, (vi) furnishing Parent and its Financing sources (the “Financing Sources”) as promptly as practicable with such financial and other pertinent information regarding the Target Companies as may be reasonably requested by Parent, including all financial statements and financial data of type and form customarily included in private placements under Rule 144A of the Securities Act to determine costs incurred consummate the offerings of debt securities contemplated by the counties under this demonstration. 3Financing Letter at the time during the Company’s fiscal year such offerings will be made, (vii) The Contractor shall only provide state plan DMC services until DHCS providing assistance to Parent and CMS approve of this Intergovernmental Agreement and Merger Sub as they may reasonably request in connection with the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit satisfaction of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I Codethe Financing Letter, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a(viii) The Contractor shall ensure that all using commercially reasonable efforts to obtain accountants’ comfort letters, as reasonably requested by Parent, (ix) using commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within thirty (30) days of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data the end of each month prior to the DHCS Rates Setting Work Group upon its request Closing Date, (x) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Target Companies’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of setting establishing collateral arrangements, (B) at Closing establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the OTP/NTP rates foregoing, and (C) at Closing provide insurance certificates and endorsements as required by prospective lenders involved in the Financing, (xi) reasonably assisting Parent with any presentation to the SEC with regard to the recording of the Merger as a recapitalization for financial reporting purposes in accordance with GAAP and reasonably cooperating in good faith with Parent, if so requested by Parent, in order to develop alternative means of recording the Merger as a recapitalization for financial reporting purposes in accordance with GAAP and (xii) taking all corporate actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately following the Effective Time; provided, that the Target Companies shall not be required to approve or execute any agreements, certificates or other documents relating to the Financing prior to the Effective Time. (b) Parent and Merger Sub shall use commercially reasonable efforts to obtain the Financing as promptly as reasonably practicable on the terms and conditions described in the Financing Letter, including using commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no less favorable to Parent and/or Merger Sub, (ii) to satisfy on a timely basis all conditions applicable to Parent and/or Merger Sub in such definitive agreements that are within their control, (iii) to comply with its obligations under the Financing Letter, and (iv) to enforce its rights under the Financing Letter (provided that the foregoing shall not obligate Parent to bring, or threaten to bring, a claim, action or lawsuit against any of the Financing Sources). Parent shall give the Company prompt notice upon becoming aware of any material breach by any party of the Financing Letter or any termination of the Financing Letter. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing. Parent and Merger Sub shall not amend, modify or change any of the conditions in the Financing Letter in a manner that would reasonably be expected to materially delay or prevent the Closing without the prior written consent of the Company. Subject to the satisfaction of all the conditions to the Closing set forth in this Agreement, Parent and Merger Sub shall draw down on the financing referred to in the Financing Letter when the conditions set forth in the Financing Letter are satisfied. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter (as determined in the reasonable judgment of Parent and Merger Sub), Parent shall, as promptly as reasonably practicable, notify the Company and Parent and Merger Sub shall use commercially reasonable efforts to arrange to obtain alternative financing from alternative sources on terms no less favorable to Parent and/or Merger Sub (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event of unavailability. Parent shall keep the Company reasonably apprised of material developments relating to the Financing. The Financing Letter and any related fee letter may only be amended, modified, supplemented, restated or superseded after the expiration date hereof but prior to the Effective Time without the prior written consent of the DMC-ODS Pilot programCompany if the terms and conditions after giving effect thereto shall not (x) reduce the aggregate amount of the Financing, (y) expand upon the conditions precedent to the Financing as set forth in the Financing Letter and any related fee letter in any respect that would reasonably be expected to make such conditions less likely to be satisfied, or (z) reasonably be expected to delay the Closing. i. The DHCS Rates Setting Workgroup (c) All non-public or otherwise confidential information regarding the Target Companies obtained by Parent or its representatives pursuant to this Section 6.13 shall propose a recommended format for this annual financial data be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Parent and DHCS its representatives shall approve a final formatbe permitted to disclose information as necessary and consistent with customary practices in connection with the Financing upon the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 3(d) Pursuant Notwithstanding anything to W&I Codethe contrary contained in this Agreement, Section 14124.24(h)(a) the Target Companies, the Contractor Company Stockholders, the Stockholders’ Representative and their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall not require OTP/NTP providers have any rights or claims against any Financing Source, in any way relating to submit cost reports this Agreement or any of the transactions contemplated by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Contractor Financing Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise and (b) no Financing Source shall have any liability (whether in contract, in tort or otherwise) to any of the Target Companies, the Company Stockholders, the Stockholders’ Representative and their respective subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto under this Agreement or for any claim based on, in respect of, or by reason of, the purpose transactions contemplated hereby and thereby or in respect of cost settlementany oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to the Financing Letter or the performance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to the protections of, this Section 6.13(d).

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Seller agrees to use its reasonable best efforts to provide, and cause the Company and the Subsidiaries and their respective senior management, agents and representatives to use their respective reasonable best efforts to provide, at Parent’s sole expense (FFPbut solely to the extent of the reasonable and documented out-of-pocket costs and expenses (including attorney’s fees) so incurred by Seller), such assistance with the Contractor Debt Financing as is reasonably requested by Parent. Such assistance shall certify include (i) providing to Parent and its Debt Financing Sources from time to time information regarding the total allowable expenditures incurred Company and the Subsidiaries reasonably requested by Parent, to the extent such information is reasonably available to Seller, the Company or the Subsidiaries and reasonably necessary or advisable in providing order to consummate the DMCarrangement and the borrowings of loans contemplated by the Debt Financing, (ii) participating in a reasonable number of meetings, lender presentations, drafting sessions, due diligence sessions with prospective lenders and sessions with rating agencies in connection with the Debt Financing, including direct contact between senior management and representatives (including accounting) of the Company and the Subsidiaries, on the one hand, and the Debt Financing Sources and investors for the Debt Financing, on the other hand, (iii) assisting with the preparation of materials for rating agency presentations, offering and syndication documents (including information memoranda and lender presentations), business projections and all documentation and other information required by any Debt Financing Sources for compliance with applicable “know your customer” and anti-ODS Pilot program services provided either through Contractor-operated providersmoney laundering rules and regulations, contracted fee-for- service providers including U.S.A. Patriot Act of 2001, at least five (5) Business Days prior to Closing, (iv) furnishing Parent and its Debt Financing Sources with the Required Information, and executing customary authorization and management representation letters, (v) permitting the Debt Financing Sources to conduct a reasonable due diligence review of the Company and the Subsidiaries, (vi) issuing customary representation letters to auditors and using reasonable best efforts to obtain (A) accountants’ comfort letters and consents to the use of accountants’ audit reports relating to the Company and the Subsidiaries and (B) corporate, credit and facility ratings from rating agencies, (vii) causing the execution and delivery by the Company and the Subsidiaries of, effective as of the Closing, any guarantees, pledge and security documents, other definitive financing documents, or contracted managed care plans. 2other certificates or documents contemplated by any Debt Financing Commitment and hedging agreements as may be reasonably requested by Parent (including consents of accountants for use of their reports in any materials relating to the Debt Financing and a solvency certificate in the form attached to the Debt Financing Commitment) DHCS shall establish a Center for Medicare and Medicaid Services otherwise reasonably facilitating the pledging of collateral, (CMSviii) approved Certified Public Expenditure using reasonable best efforts to obtain such consents, approvals, authorizations and instruments which may reasonably be requested by Parent to permit the consummation of the Debt Financing and collateral arrangements, including obtaining payoff letters, releases, terminations, waivers, consents, estoppels and approvals as may be reasonably required in connection therewith, and (CPEix) protocol before FFP associated with Pilot program services is taking all corporate actions of the Company and the Subsidiaries reasonably necessary to authorize the consummation of the Debt Financing and to permit the proceeds thereof to be made available at the Closing. Seller hereby consents to DHCS. This DHCS approved CPE protocol (Attachment AA the use of the STCslogos of the Company and the Subsidiaries in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to, or reasonably likely to, harm or disparage the Company or any of the Subsidiaries or the reputation or goodwill of the Company or any of the Subsidiaries. Notwithstanding anything to the contrary contained in this Section 7.9, (i) must explain nothing in this Section 7.9 shall require any such cooperation to the process DHCS shall use extent that it would (A) require Seller, the Company or any of the Subsidiaries or representatives, as applicable, to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve waive or amend any terms of this Intergovernmental Agreement and Agreement, the approved Intergovernmental Agreement is Transaction Documents or the guarantee executed by the ContractorEquity Financing Sources for the benefit of Seller, agree to pay any commitment or other fees or reimburse any expenses prior to the Closing Date, or incur any liability or give any indemnities or otherwise commit to take any similar action, in each case that is not contingent upon the occurrence of, or is otherwise effective prior to, the Closing Date, (B) unreasonably interfere with the ongoing business or operations of Seller, the Company and the Subsidiaries, (C) require Seller, the Company or any of the Subsidiaries to take any action that will conflict with or violate Seller’s, the Company’s County Board or the Subsidiaries’ organizational documents or any laws or result in a violation or breach of, or default under, any contract or agreement which the Company or any of Supervisors. During this timethe Subsidiaries are a party, state plan DMC services (D) result in any officer or director of Seller, the Company or any of the Subsidiaries incurring any personal liability with respect to any matters relating to the Debt Financing or (E) require Seller, the Company or any of the Subsidiaries to enter into any financing or purchase agreement for the Debt Financing that would be effective prior to the Closing Date, and (ii) no liability or obligation of the Company or any of the Subsidiaries or any of their respective representatives under any agreement entered into in connection with the Debt Financing shall be reimbursed effective until the Closing Date. (b) Except as otherwise set forth in this Agreement, at the Closing or, if this Agreement is terminated pursuant to Article XI, upon termination, Parent shall reimburse Seller, the state plan reimbursement methodologiesCompany and the Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including attorney’s fees) incurred by Seller, the Company and the Subsidiaries in connection with the cooperation contemplated by this Section 7.9 and shall indemnify and hold harmless Seller, the Company and the Subsidiaries and their respective representatives from and against any and all Losses suffered or incurred by them in connection with the cooperation contemplated by this Section 7.9 in arranging the Debt Financing or alternative or replacement financing (other than to the extent such Losses arise from intentional breach of Seller, the Company or the Subsidiaries or their respective representatives) and any information utilized in connection therewith. 4(c) Pursuant Parent, Borrowers and Buyer shall use their reasonable best efforts to Title 42 CFR 433.138 obtain the Financing on the terms and 22 CCR 51005(a)conditions described in the Financing Commitments and, if a beneficiary has Other Heath Coverage applicable, any definitive agreement relating to the Financing as promptly as reasonably practicable, including using its reasonable best efforts to (OHC)i) maintain in effect the Financing Commitments on the terms and conditions (including the flex provisions) contained therein, then (ii) negotiate and enter into definitive agreements with respect thereto on the Contractor shall bill that OHC prior to billing DMC to receive either payment from terms and conditions (including the OHC, or a notice of denial from the OHC indicating that: aflex provisions) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit contemplated by any of the OHC. If Financing Commitments or on other terms that would not (x) reduce the Contractor submits a claim to an OHC and receives partial payment aggregate amount of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less Financing (including by changing the amount of fees to be paid or original issue discount of the payment made Debt Financing) by more than $50,000,000 or (y) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the OHCreceipt of the Financing in a manner that would reasonably be expected to (1) delay or prevent the Closing Date, (2) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (3) adversely impact the ability of Parent, Borrower or Buyer to enforce its rights against the other parties to any of the Financing Commitments or the definitive agreements with respect thereto, the ability of Parent, Borrowers or Buyer to consummate the transactions contemplated by this Agreement or the likelihood of consummation of the transactions contemplated by this Agreement, (iii) satisfy (or obtain the waiver of) on a timely basis all conditions applicable to Parent, Borrowers or Buyer in such definitive agreements that are within its control, and (iv) comply with (or obtain the waiver thereof) its obligations under any of the Financing Commitment and the definitive agreements with respect thereto. Parent, Borrowers and Buyer shall use their reasonable best efforts to cause the lenders and the other persons providing such Financing to fund the Financing required to consummate the transactions contemplated by this Agreement on the Closing Date, which efforts shall include, in the event that all conditions in the Financing Commitment have been satisfied or, upon funding, will be satisfied, litigation or other enforcement action by Parent, Borrowers and Buyer to cause such lenders and other persons to provide such Financing. B. Rate Setting 1(d) The Contractor In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including the flex portions) contemplated in any of the Debt Financing Commitments or the definitive agreements with respect thereto, Parent shall propose county-specific fee-for-service promptly notify Seller and, as promptly as practicable following the occurrence of such event, use its reasonable best efforts to obtain alternative or replacement financing (FFS“Alternative Financing”) provider rates for all modalities except from the OTP/NTP modality. DHCS shall approve same or deny those proposed rates to determine if the rates are alternative sources in an amount sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies consummate the Contractor’s proposed ratestransactions contemplated by this Agreement as promptly as possible. For the avoidance of doubt, the Contractor parties agree that Seller shall have an opportunity cooperate with Parent, Borrowers and Buyer to adjust obtain any alternative or replacement financing in the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process manner set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate7.9(a). a(e) The Contractor Upon the request of Seller or Parent, Seller and Parent shall ensure negotiate in good faith the Seller Financing Agreement. If Parent is unable to obtain Alternative Financing within two (2) Business Days prior to the date on which Closing would have otherwise occurred if the Debt Financing had been obtained, Seller or an Affiliate of Seller and Borrowers shall enter into the Seller Financing Agreement and consummate the transactions contemplated by this Agreement (subject to the satisfaction or waiver the conditions set forth in Article IX). Upon Parent’s request, Seller may, in its sole discretion, extend the time period in which Parent must seek Alternative Financing, in which case the Closing shall occur on the first Business Day of the month following the month in which the Alternative Financing is obtained or, if not obtained, on the date specified in writing by Seller to Parent. (f) Parent, Borrowers and Buyer shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other material provision under any of the Financing Commitments (other than in accordance with the flex portions thereof) or the definitive agreements with respect thereto without the consent of Seller if such amendments, modifications or waivers would (x) reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) or (y) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing in a manner that all would reasonably be expected to (1) delay or prevent the Closing Date, (2) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (3) adversely impact the ability of Parent, Borrowers or Buyer to enforce its rights against the other parties to any of the Financing Commitment or the definitive agreements with respect thereto, the ability of Parent, Borrowers and Buyer to consummate the transactions contemplated by this Agreement or the likelihood of consummation of the transactions contemplated by this Agreement. Promptly after entering into any such amendment, Parent shall provide Seller with a copy of such executed amendment. (g) Parent shall keep Seller informed on a timely basis and in reasonable detail of the status of its contracted OTP/NTP providers endeavors to arrange the Financing and shall provide it with financial data on an annual basis. The Contractor shall collect and submit this data to Seller copies of all executed final definitive documents related to the DHCS Rates Setting Work Group upon its request for Financing (other than fee letters). Without limiting the purpose of setting the OTP/NTP rates after the expiration generality of the DMC-ODS Pilot programforegoing, Parent shall give Seller prompt notice: (i) if Parent, Borrowers or Buyer becomes aware of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any of the Financing Commitments or any definitive document related to the Financing; (ii) of the receipt by it of any notice or other written communication from any person with respect to any: (A) actual or alleged breach, default, termination or repudiation by any party to any of the Financing Commitments or any definitive document related to the Financing or any provisions of any of the Financing Commitments or any definitive document related to the Financing or (B) dispute or disagreement between or among any parties to any of the Financing Commitment or any definitive document related to the Financing; and (iii) if Parent, Borrowers or Buyer becomes aware of any event or circumstance that would reasonably be expected to cause Borrowers to be unable to obtain all or any portion of the Financing on the terms (including the flex portions thereof), in the manner or from the sources contemplated by the Financing Commitments or any definitive documents related to the Financing. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data (h) Parent, Borrowers and DHCS shall approve a final format. 3Buyer acknowledge that neither of the following are conditions to the Closing: (i) Pursuant to W&I Codeobtaining the Financing or any Alternative Financing or (ii) entering into the Seller Financing Agreement. For the avoidance of doubt, clause (ii) means that, so long as Seller has complied with its obligations in the first sentence of Section 14124.24(h7.9(e), Parent, Borrowers and Buyer shall be required to effect the Contractor shall not require OTP/NTP providers to submit cost reports Closing (subject to the Contractor for satisfaction or waiver the purpose of cost settlementconditions set forth in Article IX) whether or not Seller and Borrowers have entered into the Seller Financing Agreement.

Financing. A. Payment (a) From the date hereof until Closing, the Company will, and will cause each of the Group Companies to, and will use its reasonable best efforts to cause its and their respective Representatives to, provide to Parent and the Merger Sub such customary cooperation as may be reasonably requested by Parent and the Merger Sub to assist them in causing the conditions in the Debt Financing Commitment to be satisfied and such customary cooperation as is otherwise reasonably requested by Parent and the Merger Sub solely in connection with obtaining the Debt Financing, which reasonable best efforts will include: (i) causing members of the management teams of the Group Companies with appropriate seniority and expertise, including their senior executive officers, and external auditors to assist in preparation for Servicesand to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, in each case upon reasonable notice; 1(ii) For claiming Federal Financial Participation using reasonable best efforts to assist with the timely preparation of customary rating agency presentations, road show materials, bank information memoranda, credit agreements, bank syndication materials, offering documents and similar customary documents required in connection with the Debt Financing, including the marketing and syndication thereof and executing customary authorization letters authorizing the distribution of information about the Group Companies to prospective lenders; provided that any such bank information memoranda, bank syndication materials, offering documents and similar documents will contain disclosure and pro forma financial statements reflecting the Group Companies as the obligors; (FFPiii) furnishing Parent and the Merger Sub, promptly following Parent’s or the Merger Sub’s request, with all Required Information, and using reasonable best efforts to assist Parent and the Merger Sub with their preparation of pro forma financial information and projections to be included in any bank information memoranda; provided that the Group Companies will not be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information; (iv) using reasonable best efforts to assist Parent and the Merger Sub in obtaining corporate and facilities ratings in connection with the Debt Financing; (v) assisting Parent and the Merger Sub in their negotiation of definitive financing documents, including taking all actions as may be required or reasonably requested by Parent and the Merger Sub or its financing sources in connection with the repayment of the Payoff Amount and the release of liens and other security securing the Subject Loan Agreements, and assisting Parent and the Merger Sub with any guarantee and collateral documents and providing Parent and the Merger Sub with any information reasonably necessary to complete customary closing and perfection certificates as may be required in connection with the Debt Financing and other customary documents (including obtaining any necessary consents and waivers in respect of Indebtedness that remains outstanding after the Closing in accordance with the terms hereof) required in connection with the Debt Financing as may be reasonably requested by Parent or the Merger Sub; (vi) assisting with the execution, preparing and delivering of original stock certificates and original stock powers (or, if any, similar documents for limited liability companies) in connection with the Debt Financing (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date, assisting with the procurement of insurance endorsements from the insurance policy underwriters of the Group Companies on or prior to the Closing Date, assisting with Parent’s and the Merger Sub’s negotiation of deposit account control agreements with the financial institutions with which the Group Companies maintain securities and deposit accounts and taking reasonable actions necessary or appropriate to permit Parent and the Merger Sub to evaluate the Group Companies’ assets and liabilities and contractual arrangements for purposes of establishing guarantee and collateral arrangements; and (vii) subject to Section 5.02, taking reasonable actions necessary or appropriate to permit the Financing Sources, by or on behalf of the providers of the Debt Financing, to evaluate, examine or audit the Group Companies, including their respective inventory and other customary borrowing base assets, in each case as reasonably requested by Parent; provided that (A) the foregoing cooperation will not be required to the extent it would unreasonably interfere with the business or the other operations of any Group Company, and (B) no Group Company or any of its Affiliates will be required to pay any commitment or other similar fee or take any action that would subject it to any other liability in connection with the Debt Financing prior to the Closing or any other cost, expense or fee or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing. Parent and the Merger Sub acknowledge and agree that no Group Company nor any of its Affiliates or any of its Representatives (including legal, financial and accounting advisors) will have any responsibility for, or incur any liability to any Person under or in connection with, the arrangement of the Debt Financing that Parent or the Merger Sub may raise in connection with the transactions contemplated by this Agreement. The Company will and will cause each of the Group Companies to furnish Parent and the Merger Sub promptly, and in any event at least five (5) Business Days prior to the Closing Date (to the extent requested within eight (8) Business Days prior to the Closing Date), with all documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations, including the Contractor shall certify Uniting and Strengthening America Act by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended. The Company hereby consents to the total allowable expenditures incurred use of its logos in providing connection with the DMC-ODS Pilot program services Debt Financing; provided either through Contractor-operated providersthat such logos are used solely in a manner that is not intended to, contracted fee-for- service providers nor reasonably likely to, harm or contracted managed care plansdisparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. 2(b) DHCS shall establish a Center for Medicare and Medicaid Services All non-public, confidential or other Evaluation Material (CMSas defined in the Confidentiality Agreement) approved Certified Public Expenditure (CPE) protocol before FFP associated obtained by Parent, the Merger Sub or their respective Representatives pursuant to this Section 5.10, or otherwise, in connection with Pilot program services is made available to DHCSthe Debt Financing, will be kept confidential in accordance with the Confidentiality Agreement. This DHCS approved CPE protocol (Attachment AA The Company’s obligations under this Section 5.10 are the sole obligations of the STCs) must explain Company with respect to the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS Debt Financing, and CMS approve no other provision of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall will be reimbursed pursuant deemed to the state plan reimbursement methodologiesexpand or modify such obligation. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing, the Company Entities shall provide at Buyer’s sole cost and expense, such commercially reasonable cooperation in connection with the arrangement of the Debt Financing, the proceeds of which shall be used by Buyer to consummate the transaction contemplated hereby as may be reasonably requested by Buyer, which shall consist of using commercially reasonable efforts to (i) make appropriate officers, including officers with appropriate seniority and expertise, available for Services 1participation in, upon reasonable advance notice and at mutually agreeable times, a reasonable number of meetings, conference calls, lender due diligence presentations, sessions with rating agencies or other customary syndication activities, (ii) For claiming Federal Financial Participation subject to the Confidentiality Agreement, furnish Buyer and Buyer’s lenders as soon as reasonably practicable after the date hereof with all financial statements and financial and operating information regarding the Company Entities to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company Entities customary or reasonably necessary for the syndication of the Debt Financing, (FFPiii) assist with the preparation, execution and delivery of any loan agreement, customary guarantees, pledge and security agreements, notes and other definitive financing documents as may be reasonably requested by Buyer (provided, that no obligation of the Company Entities under any such document or agreement shall be effective until the Closing), and provide Buyer with any information reasonably necessary to complete customary closing and perfection certificates as may be required in connection with the Contractor shall certify Debt Financing and other customary documents in connection therewith as may be reasonably requested by Buyer; (iv) assist with the total allowable expenditures incurred preparations for the provision of, and obtaining of guarantees and the pledging of collateral and delivering original certificates with respect to all certificated securities (with transfer powers executed in providing blank), provided that no such guarantee or pledge will be effective until the DMCClosing, (v) provide, at least five (5) Business Days prior to the Closing, all documentation and other information required by bank regulatory authorities under applicable “know-ODS Pilot program services provided either through Contractoryour-operated providerscustomer”, contracted feeanti-for- service providers money laundering rules and regulations, including the PATRIOT Act, reasonably requested by Buyer in writing at least ten (10) Business Days prior to the Closing, including a certification in relation to any Company Entity regarding individual beneficial ownership to the extent required by 31 C.F.R. §1010.230, (vi) facilitate the taking of all corporate, limited liability company or contracted managed care plans. 2) DHCS shall establish a Center for Medicare similar actions reasonably requested by Buyer to permit the consummation of the Debt Financing and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is to permit the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol the Company at the Closing, (Attachment AA vii) as promptly as reasonably practicable (A) furnish Buyer with the Required Financing Information and (B) inform Buyer if, to the Knowledge of the STCsCompany, there are facts that would likely require the restatement of any financial statements comprising Required Financing Information for such financial statements to comply with GAAP, (viii) must explain provide information required for Buyer to prepare pro forma financial information and projections required to be delivered in connection with the process DHCS Debt Financing (provided that Seller and the Company Entities shall have no obligation to prepare or provide any pro forma financial statements or projections), (ix) assist Buyer in obtaining corporate and facilities ratings in connection with the Debt Financing and reasonably cooperate with the marketing efforts of Buyer and Buyer’s lenders (it being understood and agreed that no particular rating shall be required), (x) if required, request the Company’s independent accountants to agree to the use of their audit reports relating to determine costs incurred the Company Entities in connection with the syndication of the New Debt Financing, (xi) periodically update any Required Information provided to Buyer as may be necessary so that such Required Information is Compliant, and (xii) cooperate in the prepayment and termination of Indebtedness of the Company and release of Liens in connection therewith substantially concurrently with, and contingent upon the occurrence of, the Closing. Notwithstanding the foregoing, nothing in this Agreement (including this Section 6.17) will require any such cooperation or efforts to the extent that it would (A) unreasonably interfere with the ongoing business or operations of any Company Entity, (B) cause any representation or warranty in this Agreement to be breached by the counties under this demonstration. 3Company or Seller, (C) The Contractor shall only provide state plan DMC services until DHCS and CMS approve conflict with the Organizational Documents of this Intergovernmental Agreement and any Company Entity or any applicable Law or Order, (D) result in the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timecontravention of, state plan DMC services shall or that could reasonably be reimbursed pursuant expected to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if result in a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCviolation or breach of, or a notice default (with or without notice, lapse of denial time, or both) under, any Material Contract, (E) provide access to or disclose information that the Company determines could, in the Company’s reasonable discretion, result in the waiver of any privilege, violate any Law or breach any duty of confidentiality owed to any Person (provided that Company shall (at the Buyer’s sole cost and expense) use commercially reasonable efforts to (i) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating or breaching, as applicable, such privilege, Law or duty or (ii) provide such information in a manner without violating or breaching, as applicable, such privilege, Law or duty), (F) require any Company Entity or any individual who is a member of the board of directors (or other similar governing body) (other than persons that are continuing in such role, and only to the extent such are effective contingent on the consummation of the Closing) of any Company Entity to pass resolutions or consents to approve, or authorize the execution of, the Debt Financing or any definitive documentation related thereto, (G) require any Company Entity to enter into any contract (except notices of prepayment and customary authorization letters), with respect to the Debt Financing that is effective prior to the Closing or that would be effective if the Closing does not occur or (H) require any Company Entity to provide solvency or similar certificate of the chief financial officer or similar representative of any Company Entity; provided, further, that (v) no personal liability shall be imposed on any of the directors, officers, managers, employees or other representatives of the any Company Entity involved in the foregoing cooperation or efforts, (w) the Company Entities will not be required to authorize any corporate action of such Company Entity that would become effective or operative prior to the Closing, (x) the Company Entities will not be required to pay any commitment or other fees or otherwise incur any other expenses (except in connection with the performance of their obligations hereunder and subject to Section 6.17(b) below), liabilities or obligations in connection with the Debt Financing prior to the Closing, (y) the Company Entities will not be required to prepare any projections or pro forma financial statements and (z) the Company Entities will not be required to deliver or cause to be delivered any opinion of counsel in connection with the Debt Financing. (b) Buyer will promptly, upon request by the Seller or the Company, (1) reimburse the Company Entities on an as-incurred basis for any reasonable and documented out-of-pocket costs or expenses incurred or otherwise payable by the Company Entities in connection with their cooperation or efforts pursuant to this Section 6.17 and (2) indemnify, defend and hold harmless the Company Entities, their representatives, successors and permitted assigns of each of the foregoing Persons from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties actually suffered or incurred by them in connection with the cooperation or efforts pursuant to this Section 6.17 or otherwise in complying with their obligations in connection with the arrangement of the Debt Financing (including actions taken in accordance with this Section 6.17) or any information utilized in connection therewith except to the extent such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties arise from the OHC indicating willful and material breach of the provisions contained in Section 6.17(a) or result from the gross negligence, bad faith or willful misconduct of the Seller or any Company Entity or any of their respective representatives (acting on any such Person’s behalf pursuant to this Section 6.17). (c) Buyer shall use commercially reasonable efforts to, or cause each of its Affiliates to use commercially reasonable efforts to, take all actions and do, or cause to be done, all things reasonably necessary to consummate the Debt Financing in full at the Closing on the terms set forth in the applicable Debt Commitment Letter, including: (i) maintain in full force and effect the Debt Commitment Letters and the Existing Credit Agreement; (ii) preparing and negotiating the definitive agreements with respect to the Debt Financing consistent with the terms and conditions contained in the Debt Commitment Letters, or on such other customary terms, in each case, which terms shall not in any respect expand on the conditions to the funding of the Debt Financing at the Closing or otherwise materially delay, prevent or otherwise adversely affect the consummation of the transaction contemplated by this Agreement and (iii) satisfy on a timely basis (or obtain waivers of) all conditions precedent to the funding of the Financing applicable to Buyer set forth in the Debt Commitment Letters and the Existing Credit Agreement that are within Buyer’s control. (d) If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable “market flex” provisions) contemplated by the Debt Commitment Letter or the Existing Credit Agreement, and such portion is necessary to pay the Closing Payments, Buyer shall (i) promptly notify the Company and Buyer shall use its commercially reasonable efforts to obtain alternative financing from the same or alternative financing sources, in an amount sufficient to make the Closing Payments in full and consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event and (ii) deliver to the Company true and complete copies of all contracts, agreements or other arrangements pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing; provided, that Buyer shall not be required to (x) seek equity financing from any source, (y) pay any fees or expenses in excess of those contemplated by the Debt Commitment Letter or Existing Buyer Credit Agreement as in effect on the date hereof or (z) obtain financing which (in the reasonable judgment of Buyer) includes terms and conditions materially less favorable (taking into account any “market flex” provisions), taken as a whole, to Buyer, in each case relative to those in the Debt Financing being replaced. (e) Buyer shall provide the Company prompt notice (i) upon becoming aware of any material breach, default, repudiation, cancellation or termination (or any event or circumstance that:, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any party to any Debt Commitment Letter, the Existing Credit Agreement or such other definitive agreements or documents (including any definitive agreements) relating to the Debt Financing or any termination of any Commitment Letter or such other agreements or documents (including any definitive agreements) relating to the Financing, (ii) upon receipt by Buyer of any written notice or other written communication of any actual or alleged default, repudiation, cancellation or termination (including any proposal by any Lender or other Person to withdraw, terminate or make a material change in the terms of (including the amount of Debt Financing contemplated by) the Debt Commitment Letter or the Existing Buyer Credit Agreement), in each case, in any manner which materially impairs, delays or prevents the consummation of the transactions contemplated by this Agreement. a(f) The recipient’s OHC coverage has been exhausted, or bBuyer expressly acknowledges and agrees that (i) The specific service obtaining any financing is not a benefit condition to the Closing and (ii) Buyer’s obligations hereunder are not conditioned in any manner upon Buyer obtaining any financing. Notwithstanding anything to the contrary in this Agreement, the conditions to Buyer’s obligation to close in Section 2.02 as it applies to the Company’s obligations under this Section 6.17 or otherwise with respect to the Debt Financing shall be deemed satisfied unless the Debt Financing (or any alternative financing) has not been obtained primarily as a result of the OHC. If the Contractor submits a claim to an OHC Company’s material, and receives partial payment of the claimintentional or willful, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval breach of its rates prior to providing any covered DMC-ODS Pilot program servicesobligations under this Section 6.17. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation The Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement of any financing necessary to consummate the Transactions (FFPthe “Financing”) as may be reasonably requested by Parent and that is necessary or customary in connection with Parent’s efforts to obtain the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation in meetings, road shows, drafting sessions, rating agency presentations and due diligence sessions, (ii) furnishing Parent and its Representatives with real estate and other pertinent information regarding the Contractor shall certify Company and its Subsidiaries as is necessary or customary in connection with the total allowable expenditures incurred Financing and any security required therefor, including (A) the financial statements and financial data described in providing Schedule 6.06(a) and (B) the DMC-ODS Pilot program services provided either through Contractor-operated providershistorical financial statements, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center information reasonably necessary for Medicare the preparation of pro forma financial statements, business and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA other financial data of the STCsCompany and of the type required by Regulation S-X (other than Rule 3-10 thereof) must explain and Regulation S-K under the process DHCS Securities Act and, in all cases, of the type and form customarily included in offering documents for securities offerings by the Company under Rule 144A under the Securities Act (all information required to be delivered pursuant to this clause (ii) being referred to as the ”Required Information”), (iii) executing and delivering any pledge and security documents, currency or interest rate hedging arrangements or other definitive financing documents or other certificates (including a certificate of the chief accounting officer of the Company with respect to solvency matters relating to the Company) and documents as may be reasonably requested by Parent, (iv) using reasonable best efforts to obtain accountants’ comfort letters, accountants’ consent letters, legal opinions, appraisals, lien searches, surveys and title insurance as reasonably requested by Parent and (v) assisting Parent and its financing sources in the preparation of (A) customary offering documents, bank information memoranda (including the execution of customary representation letters reasonably satisfactory to the Company in connection with such bank information memoranda) and similar documents for any of the Financing; provided that any such offering document, bank information memoranda or similar documents contains disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as primary obligors or guarantors; and (B) materials for rating agency presentations; provided that none of the Company or any of its Subsidiaries shall use be required to determine pay any commitment or any other fee or incur any other liability in connection with the Financing prior to the Effective Time; provided, further, that the effectiveness of any documentation executed by the Company or any of its Subsidiaries shall be subject to the consummation of the Closing. Parent shall, promptly upon termination of this Agreement, reimburse the Company for all reasonable out-of-pocket costs incurred by the counties Company or its Subsidiaries in connection with such cooperation or any actions contemplated by this Section 6.06(a). The Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide, all information and documents requested under this demonstration. 3Section 6.06(a) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timepromptly and, state plan DMC services shall be reimbursed pursuant in any event, at least 20 days prior to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit date of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCClosing. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Closing, the Sellers and the Company will, and will cause the other Acquired Companies and their and the other Acquired Companies’ respective officers, employees and advisors, including legal, financial and accounting advisors to, provide to the Purchaser such cooperation as is reasonably requested by the Purchaser in connection with the any debt or equity financing (FFPcollectively, the “Financing”) arranged by the Purchaser in connection with the transactions contemplated by this Agreement (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Acquired Companies), including (i) assisting in preparation for and participation in customary marketing efforts with prospective lenders, investors and ratings agencies, (ii) assisting the Contractor shall certify Purchaser and its financing sources in the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providerspreparation of (A) customary offering documents, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center private placement memoranda, bank information memoranda, rating agency materials, roadshow presentations, prospectuses, other marketing materials and definitive documents for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA any of the STCsFinancing and (B) must explain materials for rating agency presentations, (iii) as promptly as reasonably practicable, preparing and furnishing to Purchaser and its financing sources all financial information, financial data and other information regarding the process DHCS shall use Acquired Companies requested by the Purchaser as is desirable or required in connection with the arrangement, marketing, negotiation and execution of the Financing, (iv) delivering to determine the Purchaser, no later than four Business Days prior to the Closing Date, any materials and documentation about the Acquired Companies required under applicable “know your customer” and anti-money laundering Laws (including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001), to the extent requested by the Purchaser no less than 15 Business Days prior to the Closing Date, (v) providing customary authorization letters to the Purchaser’s financing sources, authorizing the distribution of information to prospective lenders or investors, and (vi) using reasonable efforts to cause their independent auditors to cooperate with the Financing (including by providing customary consents and comfort letters in connection with any Financing and participating in due diligence sessions). The foregoing notwithstanding, (w) no stockholder, director, officer employee or other Affiliate of the Acquired Companies will be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other Liability in connection with the Financing that is effective prior to the Closing, (x) the effectiveness of any documentation executed by any of the Acquired Companies (and the obligation of such Persons to pay any fees) with respect to the Financing will be subject to the consummation of the Closing, (y) the Purchaser will promptly, upon request by the Company, reimburse and indemnify the Company for all costs or Liabilities incurred by the counties under Acquired Companies in connection with the cooperation contemplated by this demonstration. 3Section 7.8 (other than to the extent such costs or Liabilities arise from the gross negligence or willful misconduct by any of the Acquired Companies) The Contractor shall only provide state plan DMC services until DHCS and CMS (z) none of the Acquired Companies, or any Persons who are directors of an Acquired Company, will be required to pass resolutions or consents to approve or authorize the execution of the debt financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to the Purchaser or its Affiliates pursuant to this Intergovernmental Section 7.8 will be subject to the Confidentiality Agreement and Section 7.5; except that any such information may be disclosed (i) to prospective lenders, underwriters, initial purchasers, placement agents, dealer managers, solicitation agents, information agents and depositary or other agents during syndication and marketing of the approved Intergovernmental Agreement is executed by Financing that enter into confidentiality arrangements customary for financing transactions of the Contractor’s County Board same type as such Financing (including customary “click-through” confidentiality undertakings) and (ii) on a confidential basis to rating agencies. The Sellers and the Company, on behalf of Supervisors. During this timethemselves and the Acquired Companies, state plan DMC services shall be reimbursed pursuant hereby consent to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 reasonable use of the Acquired Companies’ trademarks, service marks and 22 CCR 51005(a)logos solely in connection with the Financing; provided that such trademarks, if service marks and logos are used solely in a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill manner that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit intended to or reasonably likely to harm or disparage the Acquired Companies or their Affiliates or the reputation or goodwill of the OHCAcquired Companies. If The Purchaser shall obtain the Contractor submits a claim to an OHC and receives partial payment prior written consent of the claim, Company before the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCintended use. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation From and after the date hereof and prior to the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives, including legal and accounting, to provide all cooperation reasonably requested by Parent in connection with the arrangement of the Debt Financing (FFPprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, taken as a whole), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersincluding (i) participation, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA including participation by management of the STCsCompany with appropriate seniority and expertise, on a timely basis in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies; (ii) must explain assisting Parent and the process DHCS Debt Financing Sources with the preparation of materials for rating agency presentations, bank information memoranda, business projections, marketing materials and similar documents required in connection with the Debt Financing; (iii) executing and delivering any pledge and security documents, guarantees, currency or interest rate hedging arrangements, other definitive financing documents or other certificates, legal opinions or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of auditors for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral (including obtaining third party consents and estoppels); provided, that, in each case, any such document, certificate, opinion or pledge shall use be conditioned on Closing and shall only be effective at or after the Effective Time; (iv) furnishing Parent and the Debt Financing Sources as promptly as practicable with all Required Information and as promptly as practicable, informing Parent if the Company or its Subsidiaries have actual knowledge of any facts that would be reasonably likely to determine require the restatement of any financial statements comprising a portion of the Required Information; (v) taking all actions reasonably necessary to (A) permit the Debt Financing Sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) effective on or after the Effective Time, establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; (vi) taking all corporate actions, and other actions that are reasonably requested by Parent and within the control of the Company or its Subsidiaries, to satisfy any requirements necessary to consummate the Debt Financing and the direct borrowing or incurrence of all of the proceeds of the Debt Financing by Parent or the Company, as applicable; provided that the corporate actions described in clause (vi) shall be conditioned on Closing and shall only be effective on or after the Effective Time; (vii) promptly furnishing to Parent and the Debt Financing Sources at least four (4) Business Days prior the Effective Date with all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, relating to the Company or its Subsidiaries, in each case reasonably requested by Parent at least seven (7) Business Days prior to the Effective Date; (viii) assisting Parent in connection with the preparation of pro forma financial information and pro forma financial statements of the Company and its Subsidiaries of the type required by the Debt Financing Commitment or necessary or reasonably required by Debt Financing Sources to be included in any customary marketing materials; provided that none of the Company or any of its Subsidiaries or Representatives shall be required to actually prepare any such pro forma financial information; and (ix) providing customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders or investors and containing customary representations that the public side versions of such documents do not include material non-public information about the Company or its Subsidiaries or their securities and the accuracy of the information contained in the disclosure and the marketing materials. None of the Company or any of its Subsidiaries shall be required to pay prior to the Effective Time any commitment or other similar fee in connection with the Debt Financing that is not promptly (within five (5) Business Days of delivery of documentation evidencing such cost or expense) reimbursed by Parent. Parent shall on the earlier of the Effective Date and the termination of this Agreement, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the counties under this demonstration. 3) The Contractor Company or its Subsidiaries in connection with such cooperation and shall only provide state plan DMC services until DHCS indemnify and CMS approve hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities and Damages suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by or on behalf of the Company or the Subsidiaries), in each case, other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or material breach of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claimSection 6.8 by, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve Company or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval any of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP Subsidiaries or their respective Representatives (the reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process and indemnification obligations of Parent set forth in W&I Codethis sentence and in Section 6.14 are referred to, Section 14021.51collectively, as the “Reimbursement Obligations”). The Contractor Company hereby consents to the use of its and its Subsidiaries’ trademarks and logos in connection with the Debt Financing, provided that such trademarks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their trademarks or logos. All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 6.8(a) shall reimburse all OTP/NTP providers at this ratebe kept confidential in accordance with the Confidentiality Agreement; provided, however, that (x) such information may be shared on a confidential basis with any actual or prospective Debt Financing Sources, their representatives and Affiliates in connection with the Debt Financing and (y) Parent, its Representatives and the Debt Financing Sources shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Debt Financing so long as Parent and its Representatives reasonably cooperate with the Company in order to permit the Company to comply with its obligations under applicable Law relating to the disclosure of such confidential information. a(b) The Contractor Parent shall ensure use its reasonable best efforts to arrange the Debt Financing on the terms and conditions in the Debt Financing Commitments at or prior to the Effective Time, including (i) negotiating definitive agreements with respect thereto on the terms and conditions contained therein or on other terms, taken as a whole, no less favorable to Parent, (ii) satisfying on a timely basis all conditions applicable to Parent in such definitive agreements that are within its control and (iii) enforcing all of its contracted OTP/NTP providers provide it rights under the Debt Financing Commitments (or any definitive agreements with financial data on an annual basisrespect thereto), including by filing one or more Proceedings against the Debt Financing Sources to fully enforce the Debt Financing Sources’ obligations under the Debt Financing Commitments. The Contractor shall collect and submit this data to In the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration event any portion of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall propose use its reasonable best efforts to obtain alternative financing commitments from alternative sources on terms, taken as a recommended format for whole, no less favorable to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. For purposes of this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h6.8(b), the Contractor term “Debt Financing Commitments” shall be deemed to include any such commitment with respect to an alternative financing to the extent such commitment is then in effect and the term “Debt Financing” shall be deemed to include any alternative financing so obtained or arranged by Parent. Parent shall keep the Company reasonably apprised of material developments relating to the Debt Financing. (c) Parent shall not require OTP/NTP providers agree to submit cost reports any amendments or modifications to, or grant any waivers of, any condition or other material provision under the Debt Financing Commitments and Parent shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other material provision under the Equity Commitment Letters, in each case, without the consent of the Company if such amendments, modifications or waivers would impose any new or additional condition or otherwise amend, modify or waive any of the conditions to the Contractor receipt of the applicable Financing, in each case in a manner that would be reasonably likely to cause any material delay in the satisfaction of the conditions set forth in Article VII (it being understood that Parent may, without the consent of the Company, amend, restate, modify, supplement or replace the Debt Financing Commitments to add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities and to provide for the purpose assignment and reallocation of cost settlementa portion of the financing commitments). (d) In no event shall Purchaser or any of its Affiliates (i) award any investment banker or financial advisor any financial advisory role on an exclusive basis, or

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation The Company shall, and shall cause the Company Subsidiaries and its and their Representatives to, cooperate as reasonably requested by Cap Rock Holding and Parent and take such actions as Cap Rock Holding and Parent may reasonably request in connection with the procurement and consummation of the transactions contemplated by the Debt Commitment Letter and other incurrences of debt by Cap Rock Holding in connection with the Exchange (FFPcollectively, the “Financing”) and the repayment of existing indebtedness of, and release of Liens on the assets and property of, the Company and the Company Subsidiaries, which cooperation shall include provision of such information regarding the Company and the Company Subsidiaries as is reasonably requested by the financial institution providing the Financing (including a list of all agreements and instruments of the nature set forth in Section 3.16(b)(i) in effect as of the Closing Date), review and consultation with respect to the Contractor preparation of all agreements, offering memoranda and other documentation (including review of schedules for completeness) required in connection with the Financing, attendance and participation at meetings by telephone and in person with respect to syndication and marketing as reasonably requested, and execution and delivery by the Company and the Company Subsidiaries and its and their officers, attorneys and accountants of agreements, customary certificates, legal opinions or other documents and instruments relating to borrowings by the Company concurrent with the Effective Time, guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent in connection with the Financing; provided, however, that no obligation of the Company or any Company Subsidiary under any such agreement, certificate, document or instrument will be effective until the Effective Time and none of the Company or any Company Subsidiary will be required to pay any commitment or other similar fee or incur any other liability, other than out-of-pocket expenses incidental to such cooperation to be reimbursed by Parent, in connection with the Financing prior to the Effective Time. Parent shall certify reimburse, or cause its affiliates to reimburse, the total allowable expenditures Company for its reasonable out-of-pocket fees and expenses incurred in providing pursuant to this Section 6.12. To the DMC-ODS Pilot program services extent not provided either through Contractor-operated providersprior to the date of this Agreement, contracted fee-for- service providers the Company shall deliver to Cap Rock Holding, within five business days of such data being available to the Company’s management, monthly financial data generated by the Company’s internal accounting systems for use by senior and financial management for any fiscal month ending after the date of the most recently ended fiscal quarter of the Company for which financial statements are publicly available and on or contracted managed care plansprior to 30 days before the Closing Date. The closing of the Financing shall not be a condition to the Closing. 2(b) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services In the event the Equity Commitment Letter is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant terminated prior to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 Closing, Parent and 22 CCR 51005(a), if Cap Rock Holding shall promptly obtain a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCrenewal of, or a notice of denial from substitute for, the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Equity Commitment Letter on terms and conditions comparable in all material respects to the terms and conditions contemplated in the Equity Commitment Letter or on more favorable terms to Parent and Cap Rock Holding. In the event any portion of the OHCequity to be provided under the Equity Commitment Letter becomes unavailable on terms and conditions comparable in all material respects to the terms and conditions contemplated in the Equity Commitment Letter, each of Parent and Cap Rock Holding shall arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent and Cap Rock Holding. If Parent and Cap Rock Holding shall give the Contractor submits a claim to an OHC and receives partial payment Company prompt notice upon becoming aware of any breach by any party of the claimEquity Commitment Letter or any purported termination of the Equity Commitment Letter. Parent and Cap Rock Holding shall not permit any material amendment or modification to be made to, or any waiver of any provision or remedy under, the Contractor may submit Equity Commitment Letter if such amendment, modification, waiver or remedy reduces the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the aggregate amount of the payment made by equity to be provided under the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve Equity Commitment Letter or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant is adverse to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration interests of the DMC-ODS Pilot programCompany in any other respect. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services (a) From the date of this Agreement until the earlier of (i) the Closing Date and (ii) termination of this Agreement pursuant to Section 8.1, Spartan Stores and Nash-Finch shall use, and shall cause the Spartan Stores Subsidiaries and Nash-Finch Subsidiaries, respectively, to use, their respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the financing and related transactions (including the payment, refinancing and tendering of existing indebtedness) (the “Financing”) described in the executed commitment letter dated as of the date of this Agreement (the “Commitment Letter”), including using commercially reasonable efforts to (A) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter and providing customary deliverables, (B) satisfy on a timely basis all conditions to obtaining the Financing set forth therein, (C) obtain legal opinions, surveys and title insurance, customary landlord, warehouse and bailee lien and access waivers and deposit and investment account control agreements and (D) consummate the Financing at or prior to Closing, including: (1) For claiming Federal Financial Participation participating in a reasonable number of meetings, road shows, rating agency sessions and drafting sessions, and providing reasonable and customary due diligence, (FFP2) furnishing the financial institutions providing or arranging the Financing (the “Financing Sources”) with such financial and other pertinent information as may be reasonably requested to consummate the Financing, including all financial statements and financial data of the Table of Contents type required by Regulation S-X and Regulation S-K under the Securities Act (including any required audits thereof, which shall be unqualified) and of the type and form customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act, (3) assisting the Financing Sources in the preparation of an offering document for any portion of the Financing, materials for rating agency presentations, bank information memoranda and similar documents in connection with the Financing, (4) executing and delivering any necessary pledge and security documents and otherwise facilitating the Financing Sources obtaining a first priority perfected security interest in and lien upon the collateral contemplated under the Commitment Letter (and including mortgages as to any real property collateral) in connection with the Financing and executing and delivering such other definitive agreements relating to the Financing as may be reasonably requested by the Financing Sources as necessary and customary in connection with the Financing, (5) reasonably cooperating with the marketing efforts for any portion of the Financing, (6) causing their respective independent accountants to provide assistance and cooperation in the Financing, including (x) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (y) providing any necessary consents to use their audit reports relating to Spartan Stores or Nash-Finch, as applicable, and (z) providing any necessary “comfort letters”, (7) executing and delivering and causing its Subsidiaries to execute and deliver customary certificates (including a certificate of the principal financial officer of Spartan Stores or any of its Subsidiaries with respect to solvency matters), or other documents and instruments relating to guarantees and other matters ancillary to the Contractor Financing as may be reasonably requested by the Financing Sources as necessary and customary in connection with the Financing, (8) cooperating reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of Spartan Stores or Nash-Finch, (9) taking all corporate action, subject to the occurrence of the Closing, necessary to permit the consummation of the Financing and (10) authorizing any existing lenders or agent for such lenders to disclose any information with respect to Nash-Finch, Spartan Stores or any of their respective Subsidiaries to Financing Sources (including, but not limited to, any field examinations, appraisals, title insurance, surveys, and legal documents) on terms and conditions reasonably satisfactory to such existing lenders or agent. Spartan Stores and Nash-Finch shall, and shall certify cause their respective Subsidiaries to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the total allowable expenditures incurred failure of any of the conditions contained in providing the DMCCommitment Letter or in any definitive agreement related to the Financing. In the event any portion of the Financing becomes unavailable on the terms and conditions set forth in the Commitment Letter, Spartan Stores and Nash-ODS Pilot program services provided either through ContractorFinch shall use their commercially reasonable efforts to obtain alternative financing from alternative sources as promptly as reasonably practicable following the occurrence of such event. Spartan Stores shall give Nash-operated providersFinch prompt notice of any material breach by any party to the Commitment Letter of which Spartan Stores becomes aware. Nash-Finch shall give Spartan Stores prompt notice of any material breach by any party to the Commitment Letter of which Nash-Finch becomes aware. Nash-Finch and Spartan Stores agree that the financing process will be managed by Spartan Stores in coordination with Nash-Finch, contracted feeleveraging the relationships and abilities of both Nash-for- service providers Finch and Spartan Stores to put in place the optimal credit facilities. Nash-Finch and Spartan Stores Table of Contents hereby consent to the use of their and their respective Subsidiaries’ logos in connection with the Financing contemplated by the Commitment Letter, provided, however, that such logos are used in a manner that is not intended to or contracted managed care plansreasonably likely to harm or disparage Nash-Finch, Spartan Stores or any of their Subsidiaries or the reputation or goodwill of any of them. 2(b) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred All non-public or otherwise confidential information regarding Nash-Finch obtained by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed Spartan Stores pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit arrangement of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate Financing shall be set kept confidential in accordance with the Confidentiality Agreement; provided, however, that disclosure shall be permitted as necessary and consistent with customary practices in connection with the Financing upon the prior written consent of Nash-Finch (such consent not to be unreasonably withheld, conditioned or delayed). All non-public or otherwise confidential information regarding Spartan Stores obtained by the DHCS Rate Setting Work Group Nash-Finch pursuant to the process set forth arrangement of the Financing shall be kept confidential in W&I Codeaccordance with the Confidentiality Agreement; provided, Section 14021.51. The Contractor however, that disclosure shall reimburse all OTP/NTP providers at this ratebe permitted as necessary and consistent with customary practices in connection with the Financing upon the prior written consent of Spartan Stores (such consent not to be unreasonably withheld, conditioned or delayed). a(c) The Contractor From the date of this Agreement until the earlier of the Effective Time, the termination of this Agreement in accordance with Section 8.1 and the expiration or termination of the Commitment Letter, Spartan Stores and Nash-Finch will not, and will not permit any of their respective Affiliates to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any debt facility, or debt or preferred equity security of Spartan Stores or any Spartan Stores Subsidiary or Nash-Finch or any Nash-Finch Subsidiary (other than the syndication of the Financing), including any renewals or refinancings of any existing debt facility, without the prior written consent of the Financing Sources; provided, that, the foregoing shall ensure that all not apply to (i) purchase money financing of its contracted OTP/NTP providers provide it with financial data equipment, (ii) borrowings under existing credit facilities, (iii) other immaterial ordinary course indebtedness, and (iv) the incurrence of up to $25,000,000 of new indebtedness secured by real estate and up to $50,000,000 of unsecured indebtedness, in each case on an annual basis. The Contractor shall collect terms and submit this data conditions reasonably satisfactory to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot programFinancing Sources. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) In the event that the Purchaser or its Affiliates enter into any Debt Commitment Letter on or after the date hereof, (i) the Purchaser shall promptly deliver to the Seller true and complete copies of such fully executed Debt Commitment Letter and (ii) prior to the Principal Closing, the Seller agrees to use reasonable best efforts to provide, and shall cause the Seller, its Subsidiaries, its and their Affiliates, and each of its and their respective officers, directors and employees to use reasonable best efforts to provide and shall direct its and their respective accountants, legal counsel and other representatives to provide, in each case, at the Purchaser’s sole cost and expense, such cooperation as may be reasonably requested by the Purchaser in connection with the arrangement, syndication and obtaining of any Debt Financing contemplated by such Debt Commitment Letter (it being understood that it is not a condition to the Principal Closing under this Agreement for Servicesthe Purchaser to obtain all or any portion of any Debt Financing), including to: 1(i) For claiming Federal Financial Participation furnish, as promptly as practicable after the date hereof, the Purchaser with the financial statements set forth on Section 5.25 of the Disclosure Schedules and such other documents and financial and other pertinent information regarding the Business and the Transferred Entities as may be reasonably requested by the Purchaser in connection with the arrangement, syndication or obtaining of the Debt Financing (FFPprovided that in connection with the foregoing, except with respect to the Business and the Transferred Entities, the Seller and its Subsidiaries shall not be required to prepare, provide or furnish projections, pro forma financial statements or any other forward looking information of the Seller and its Subsidiaries); (ii) reasonably assist, and require senior members of management of the Business to assist the Purchaser, its Subsidiaries and the Debt Financing Sources in their preparation of (A) any bank information memoranda and related lender presentations and (B) materials for rating agency presentations and the Definitive Financing Agreements, including the preparation of the schedules thereto; (iii) provide the Purchaser all documentation and other information with respect to the Transferred Entities as shall have been reasonably requested at least ten (10) Business Days prior to the Principal Closing Date and that is customarily required in connection with any Debt Financing by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and including, if the Transferred Entities qualify as “legal entity customers” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate (each as defined in the Debt Commitment Letter); and (iv) cause any Transferred Entities to execute and deliver (and take corporate and other organizational actions to approve) any Definitive Financing Agreements and other certificates, consents and resolutions, consents and resolutions and documents as may be reasonably requested by the Purchaser, including those relating to the pledging of collateral (including taking actions to facilitate the pledging and perfection of security interests in the collateral); provided that (A) none of the documents or certificates shall be required to be executed and/or delivered except on or after the Principal Closing and (B) the effectiveness thereof shall be conditioned upon, or become operative upon, the occurrence of the Principal Closing. (b) Notwithstanding anything to the contrary contained herein, (i) any such requested cooperation pursuant to Section 5.25(a) or otherwise shall not, in the Seller’s reasonable judgment, unreasonably interfere with the business or the ongoing operations of the Seller and/or its Affiliates or result in the delay of the Principal Closing Date in any respect, (ii) nothing in this Section 5.25 shall require cooperation to the extent that it would reasonably be expected to conflict with, violate, result in a breach of or constitute a default under (or create an event which, with or without notice or lapse of time or both, would constitute a default under) the organizational documents of the Seller or any of its Affiliates, any material Contract to which the Seller or any of its Affiliates is a party or any applicable Law or Governmental Order, (iii) neither the Seller nor any of its Affiliates shall be required to (A) pay any commitment or other similar fee or incur any Liability with respect to or in connection with any Debt Commitment Letter, any Definitive Financing Agreements or any Debt Financing or to bear any cost or expense or to make any other payment or agree to provide any indemnity in connection with any Debt Commitment Letter, any Definitive Financing Agreements or any Debt Financing or any information utilized in connection therewith unless, in each case either indemnified by the Purchaser in accordance with Section 5.25(c) or subject to reimbursement by the Purchaser in accordance with Section 5.25(c), (B) deliver or obtain legal opinions of internal or external counsel, or (C) provide access to or disclose information where the Seller determines that such access or disclosure could jeopardize the attorney-client privilege or breach any obligation of confidentiality owed pursuant to any material Contract not entered into in contemplation of this Agreement, (D) take any action that could cause any representation or warranty set forth in Article III to be inaccurate or breached, any conditions precedent set forth in Article VI to fail to be satisfied or any other breach of this Agreement, (E) provide access to or disclose information that the Seller reasonably determines would jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, the Seller or any of its Affiliates or (F) other than as provided in Section 5.25(a)(i) above, prepare, provide or furnish any financial statements, projections, pro forma financial statements or other financial information, or any forward looking information, of the Seller and its Affiliates, (iv) neither the Seller nor any of its Affiliates (other than the Transferred Entities) shall be required to pledge any assets as collateral (whether prior to or after the Principal Closing) and (v) none of the Seller, its Subsidiaries or their respective directors, officers or employees shall be required to execute, deliver or enter into or perform any agreement, document or instrument, including any Definitive Financing Agreement with respect to the Debt Financing that is not contingent upon the Principal Closing or that would be effective prior to the Principal Closing and the directors and managers of the Seller and its Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained unless the Purchaser shall have determined that such directors and managers are to remain as directors and managers of the Transferred Entities on and after the Principal Closing and such resolutions are contingent upon the occurrence of, or only effective as of, the Principal Closing. The Seller hereby consents to the use of the Transferred Entities’ logos in connection with the debt financing contemplated by the Debt Commitment Letter; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Business or the Transferred Entities. (c) The Purchaser shall indemnify, defend and hold harmless each of the Seller, its Subsidiaries and its and their respective representatives from and against any and all Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them to the Debt Financing Sources, in connection with the Debt Financing and the performance of their respective obligations under this Section 5.25 and any information utilized in connection therewith in each case, other than to the extent any of the foregoing was suffered or incurred as a result of the gross negligence, bad faith or willful misconduct of the Seller, one of its Subsidiaries or such other related parties as determined by a court of competent jurisdiction in a final and non-appealable order. The Purchaser shall, promptly upon request of the Seller, reimburse the Seller for all reasonable and documented out-of-pocket costs and expenses incurred by the Seller or its Subsidiaries (including those of its representatives) in connection with the cooperation required by this Section 5.25. (d) The Purchaser will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Equity Financing Commitment if such amendment, modification or waiver would, or would reasonably be expected to, (i) reduce the aggregate amount of the Equity Financing or (ii) impose new or additional conditions or other terms or otherwise expand, amend or modify any of the conditions to the receipt of the Equity Financing or any other terms to the Equity Financing in a manner that would reasonably be expected to (A) delay or prevent the Principal Closing Date; or (B) make the timely funding of the Equity Financing, or the satisfaction of the conditions to obtain the Equity Financing Commitment, less likely to occur in any respect or (iii) adversely affect the ability of the Purchaser or the Seller, as applicable, to enforce their rights and remedies against other parties to the Equity Financing Commitment. Purchaser shall promptly deliver to the Seller true and complete copies of any amendment, modification or waiver to or under the Equity Financing Commitment entered into in accordance with this Section 5.25. (e) In the event that (i) the Purchaser or its Affiliates enter into any Debt Commitment Letter on or after the date hereof and (ii) the Principal Closing does not occur on or prior to January 23, 2020 (other than as a result of a breach by the Purchaser of its representations, warranties, covenants or agreements contained in this Agreement), the Contractor shall certify Seller shall, upon written demand from the total allowable expenditures incurred in providing Purchaser, promptly, but no later than five (5) Business Days after the DMCdelivery of such demand, reimburse the Purchaser, its Affiliate or its respective designee for any incremental documented out-ODS Pilot program services provided either through Contractorof-operated providerspocket costs and expenses, contracted feeincluding incremental fees, “ticking-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare fees”, interest and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs other charges, incurred by the counties under this demonstration. 3Purchaser and/or its Affiliates as a result of (x) The Contractor the failure of the Principal Closing to occur and (y)(1) the failure of the Debt Financing contemplated by such Debt Commitment Letter to be funded or (2) the Debt Financing contemplated by such Debt Commitment Letter has been allocated or funded into escrow, in each case of the foregoing clauses (x) and (y), by such date; provided that in no event shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed aggregate amount reimbursable by the Contractor’s County Board Seller pursuant to this Section 5.25(e) exceed $10,000,000; provided, further, that in the event that the Debt Financing Sources party to such Debt Commitment Letter exercise “market flex” provisions contained in the associated Fee Letter, the amount of Supervisors. During this time, state plan DMC services such costs and expenses incurred by the Purchaser (which shall be reimbursed by the Seller at the Principal Closing) with respect thereto shall be deemed to be $10,000,000, less any amounts previously reimbursed by the Seller pursuant to this Section 5.25(e). For the state plan reimbursement methodologies. 4avoidance of doubt, the following costs and expenses shall be reimbursable to Purchaser and/or its Affiliates: (1) Pursuant the costs and expenses incurred or attributable to Title 42 CFR 433.138 the period from and 22 CCR 51005(a)after January 23, if a beneficiary has Other Heath Coverage 2020 (OHC), then the Contractor shall bill that OHC irrespective of whether they are prepaid prior to billing DMC such period) in connection with the Debt Financing being funded into escrow and (2) the costs and expenses (including any “ticking-fee” or interest) incurred or attributable to receive either payment the period from and after January 23, 2020 (irrespective of whether they are prepaid prior to such period) if the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage Debt Financing has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCallocated or funded into escrow. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Closing, the Company shall provide and shall cause each Subsidiary of the Company and their respective Representatives to provide, and each Selling Party shall cause the Company and each Subsidiary of the Company and their respective Representatives to provide, all cooperation in connection with the Debt Financing reasonably requested by the Purchasing Parties, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Selling Parties and their Subsidiaries (FFPincluding the Company and its Subsidiaries), including (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the Contractor shall certify preparation of materials for rating agency presentations and offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents required in connection with the total allowable expenditures incurred Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda, (iii) executing and delivering, as of the Closing, any pledge and security documents, other definitive financing documents, other certificates or documents as may be reasonably requested by the Purchasing Parties (including a certificate of the Chief Financial Officer of the Company with respect to solvency matters) and otherwise reasonably facilitating the pledging of collateral, (iv) as promptly as practical, furnishing the Purchasing Parties and their financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by the Purchasing Parties, including all related financial statements, and financial data and other information of the type and form customarily included in private placements under Rule 144A under the Securities Act to consummate the offering(s) of debt securities contemplated by the Financing Commitments (the “Required Information”), (v) using reasonable best efforts to (y) obtain accountants’ comfort letters, accountants’ consents and legal opinions and (z) with respect to any properties for which the Purchasing Parties’ lenders request surveys and/or mortgagee title insurance, using reasonable best efforts to obtain title insurance in customary form for commercial real estate transactions and providing the DMC-ODS Pilot program services provided Purchasing Parties and their agents with reasonable access to the applicable properties in connection with the Purchasing Parties’ surveys, in either through Contractor-operated providersof clause (y) or (z), contracted fee-for- service providers or contracted managed care plans. 2at the Purchasing Parties’ expense, as reasonably requested by the Purchasing Parties; (vi) DHCS shall establish a Center permitting the prospective lenders involved in the Debt Financing to identify and evaluate the Company’s and its Subsidiaries’ assets, cash management and accounting systems, policies and procedures relating thereto for Medicare and Medicaid Services the purposes of establishing collateral arrangements; (CMSvii) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available permitting the Purchasing Parties to DHCS. This DHCS approved CPE protocol (Attachment AA perform an appraisal of the STCsinventory of the Company and its Subsidiaries customary for the type of financing contemplated by the Debt Financing; (viii) must explain without limitation of Section 5.06, using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to Company Leases and Contracts and to arrange discussions among the process DHCS Purchasing Parties and their financing sources with other parties to material leases, encumbrances and contracts, and (ix) taking all reasonable actions necessary to permit the consummation of the Financing contemplated by the Financing Commitments; provided, that none of the Selling Parties or any of their Subsidiaries (including the Company and its Subsidiaries) shall use be required to determine pay any commitment or other similar fee or incur any other liability in connection with the Debt Financing. The Purchasing Parties shall, Table of Contents promptly upon request by the Seller Parent, reimburse Seller Parent for all reasonable out-of-pocket costs incurred by the counties under Selling Parties or any of their Subsidiaries (including the Company and its Subsidiaries) in connection with such cooperation, including any payments or concessions made in connection with clauses (viii) and (ix) above. The Purchasing Parties shall indemnify and hold harmless the Selling Parties, their Subsidiaries (including the Company and its Subsidiaries) and their respective Representatives from and against any and all losses suffered or incurred by them in connection with (1) any action taken by them at the request of the Purchasing Parties pursuant to this demonstrationSection 5.04 or in connection with the arrangement of the Debt Financing and (2) any information utilized in connection therewith (other than information provided by the Selling Parties and their Subsidiaries (including the Company and its Subsidiaries)). All non-public or otherwise confidential information regarding the Company obtained by the Purchasing Parties pursuant to this Section 5.04 shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that the Purchasing Parties and their Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Debt Financing upon the prior written consent of Seller Parent (such consent not to be unreasonably withheld, conditioned or delayed). The Selling Parties shall cause the Company and its Subsidiaries and their Representatives to update, when requested by the Purchasing Parties, any such Required Information to be included in an offering document to be used in connection with such Financing in order to ensure that such Required Information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is Purchasing Parties shall use, and shall cause their Affiliates to use, their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Debt Financing on the terms and conditions described in the Financing Commitments (provided that the Purchasing Parties may replace or amend the Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not a benefit executed the Financing Commitments as of the OHC. If date hereof, or otherwise replace or amend the Contractor submits a claim Financing Commitments so long as (a) after such actions, the Financing Commitments do not include any additional conditions precedent that are not contained in the Financing Commitments provided to an OHC and receives partial payment Seller Parent as of the claimdate of this Agreement, other than inconsequential additional conditions, and (b) such actions are not reasonably likely to delay, or diminish the likelihood of, the Contractor may submit Purchasing Parties obtaining the claim Debt Financing (clauses (a) and (b) together being referred to DMC and is eligible as the “Financing Modification Requirements”); for purposes of this Agreement, the term “Financing Commitments” shall be deemed to receive payment up include any such replacement or amended financing), including using reasonable best efforts to (i) maintain in effect the Financing Commitments or any Alternative Financing, (ii) satisfy on a timely basis all conditions applicable to the maximum DMC rate Purchasing Parties to obtaining the Financing set forth therein (including by consummating the equity financing contemplated by the Equity Funding Letter), (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments (including the related flex provisions) or any Alternative Financing, (iv) consummate the Debt Financing on the terms and conditions contemplated by the Financing Commitments or any Alternative Financing at or prior to Closing and (v) complete an appraisal of the inventory of the Company and its Subsidiaries customary for the service, less type of financing contemplated by the amount Debt Financing as soon as practicable. In the event any portion of the payment made Debt Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, the Purchasing Parties shall use Table of Contents their reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms and conditions that are not materially less beneficial to the Purchasing Parties than those contained in the Financing Commitments as in effect on the date of this Agreement as determined in the reasonable good faith judgment of the Purchasing Parties and consistent with the Financing Modification Requirements (any such alternative financing actually obtained by the OHCPurchasing Parties, “Alternative Financing”) as promptly as practicable following the occurrence of such event but no later than the last day of the Marketing Period. Nothing in this Agreement shall prohibit the Purchasing Parties from entering into agreements relating to the Financing or the operation of the Purchasing Parties, including adding other equity providers or operating partners, subject in each case to the Financing Modification Requirements. The Purchasing Parties shall have the right to amend the Financing Commitments or any Alternative Financing in their sole discretion; provided that such amendments are consistent with the Financing Modification Requirements. B. Rate Setting 1(c) The Contractor For purposes of this Agreement, “Marketing Period” shall propose county-specific fee-for-service mean the first period of 30 consecutive calendar days after the Initiation Date (FFSi) provider rates for all modalities except throughout which (A) the OTP/NTP modality. DHCS Purchasing Parties and their Debt Financing sources shall approve or deny those proposed rates have the Required Information (provided that any such Required Information to determine if the rates are sufficient be included in an offering document to be used in connection with such Debt Financing shall be updated as reasonably requested to ensure access that the Required Information does not contain any untrue statement of a material fact or omit to available DMC-ODS Pilot program services. astate any material fact necessary in order to make the statements contained therein not misleading) If DHCS denies and (B) nothing has occurred and no condition exists that would cause any of the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I CodeSection 7.01 and Section 7.02 to fail to be satisfied, assuming the Closing were to be scheduled for any time during such 30 consecutive calendar day period, and (ii) at the end of which the conditions set forth in Section 14021.517.01 and Section 7.02 shall be satisfied. For purposes of this Agreement, “Initiation Date” shall mean the earliest date on which both (x) the Company shall have delivered or caused to be delivered the Required Information to the Purchasing Parties and their financing sources and (y) the Purchasing Parties shall have completed an appraisal of the inventory of the Company and its Subsidiaries customary for the type of financing contemplated by the Debt Financing. The Contractor Purchasing Parties shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all keep Seller Parent informed on a reasonably current basis of the status of its contracted OTP/NTP providers efforts to arrange the Debt Financing and provide it with financial data on an annual basisto Seller Parent copies of documents related to the Debt Financing as Seller Parent reasonably requests; provided that the Purchasing Parties may redact in such documents the fee amounts payable to their financing sources under the Financing Commitments. The Contractor Purchasing Parties shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose give Seller Parent prompt notice of setting the OTP/NTP rates after the expiration any material breach by any party of the DMC-ODS Pilot programFinancing Commitments of which the Purchasing Parties become aware, or any termination of the Financing Commitments. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation During the Interim Period, Oncor Holdings and Oncor each agree to use reasonable best efforts to provide, and to use reasonable best efforts to cause their Subsidiaries and their respective officers and Representatives to provide, reasonable cooperation in connection with the arrangement of any debt or equity issuance contemplated by the Merger Agreement or the Plan of Reorganization (FFPeach, a Page 24 “Financing”) (provided that Parent shall use reasonable best efforts to provide Oncor Holdings and Oncor with notice of any information needed by Parent as soon as reasonably practicable), which cooperation shall be limited to the Contractor following: (i) participation by appropriate members of senior management of the Oncor Entities, which participation will be limited to providing Oncor financial and operational information in meetings, presentations, road shows, due diligence sessions, and sessions with prospective lenders, investors and rating agencies, in each case, at mutually agreeable times and locations and upon reasonable notice; (ii) providing information in its control to Purchasers that is necessary for Purchasers to prepare materials for rating agencies and rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with any such Financing, together with customary authorization letters authorizing the distribution of Oncor information to prospective lenders or investors; (iii) furnishing (A) all information and data reasonably requested by Parent to prepare all pro forma financial statements required in connection with any Financing and (B) all financial statements and financial data of the type and form required by Regulation S-X and Regulation S-K under the Securities Act for offerings of debt or equity securities on a registration statement on Form S-3 or Form S-4 under the Securities Act (which, for the avoidance of doubt, information with respect to assets, liabilities, revenue and EBITDA with respect to non-guarantors in the aggregate shall certify be provided) solely to the total allowable expenditures incurred extent necessary to consummate the Financing, including all information required to be incorporated therein (subject to exceptions customary for a private Rule 144A offering) (the information required to be delivered pursuant to this clause (iii) the “Required Financial Information”); (iv) using reasonable best efforts to assist Parent and the lenders and investors for such Financing or their respective Affiliates in obtaining corporate, facilities and securities ratings, as applicable, in connection with the Financing prior to the launch of the Financing; (v) providing information in its control that is necessary for the DMCpreparation of customary schedules and exhibits in connection with the Financing; (vi) furnishing Parent and its Affiliates and the lenders or investors or their respective Affiliates providing or arranging Financing promptly, in a timely manner, with all documentation and other information which any lender or investor has reasonably determined is required by regulatory authorities in connection with such Financing under applicable “know your customer” and anti-ODS Pilot program services money laundering rules and regulations, including without limitation the PATRIOT Act (which cooperation shall be required notwithstanding the reasonable best efforts standard required of Oncor Holdings and Oncor above), (vii) providing customary management representation letters to the independent auditors and causing Oncor’s independent auditors to cooperate in connection with the Financing (including providing accountants’ comfort letters and consents from Oncor’s independent auditors to the extent required in connection with the Financing); and (viii) otherwise assisting Parent to satisfy any express conditions precedent to the Financing which require Oncor information, provided either through Contractor-operated providersthat with respect to the foregoing clauses (i)-(viii), contracted fee-for- service providers (A) Oncor shall not be required to endorse any particular strategy or contracted managed care plansstructure, (B) the Purchasers shall be responsible for any projections, (C) such requested cooperation shall not unreasonably interfere with the ongoing operations of any Oncor Entity, (D) no Oncor Entity shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing, (E) other than customary authorization letters, no Oncor Entity or any of their respective officers, directors, or employees shall be required to execute or enter into or perform any agreement with respect to the Financing that is not contingent upon the Closing or that would be effective prior to the Purchase Closing Date nor prepare any pro forma financial statements, (F) Persons who are on the board of directors or the board of managers (or similar governing body) of any Oncor Entity prior to the Purchase Closing Date in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Financing, and (G) no Oncor Entity or any of their respective officers, directors, or employees shall be required to execute any solvency certificate in connection with the Financing. Nothing contained in this Section 13 or otherwise shall require any Oncor Entity to be an issuer or other obligor with respect to the Financing. 2(b) DHCS shall establish During the Interim Period, it is understood that Parent may seek to market and consummate all or a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA portion of the STCs) must explain Financing (the process DHCS shall use to determine costs incurred by the counties under date of any such issuance, an “Early Financing Date”). In this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS regard, and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the serviceavoidance of doubt, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates Oncor Holdings and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process Oncor acknowledge that their cooperation obligations set forth in W&I CodeSection 13(a) include the obligation to use their reasonable best efforts to cooperate with any such efforts, provided such cooperation obligations are limited to those set forth in Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate13(a). a(c) The Contractor Notwithstanding anything herein to the contrary, none of the Oncor Entities or their respective Representatives shall ensure be required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or their performance of their respective obligations under this Section 13 or any information utilized in connection therewith. Parent shall indemnify and hold harmless the Oncor Entities and their respective Representatives from and against any and all Costs suffered or incurred by them in connection with the arrangement of the Financing and the performance of their respective obligations under this Section 13 and any information utilized in connection therewith (other than Costs arising from any untrue statement of a material fact in information provided by any Oncor Entity or any omission of a material fact required to be stated in such information or necessary in order to make such information not misleading). Parent shall, promptly upon request of Oncor Holdings or Oncor, reimburse any Oncor Entity for all reasonable and documented out-of-pocket costs and expenses incurred by such Oncor Entity (including those of its contracted OTP/NTP providers provide it Representatives) in connection with financial data on an annual basisthe cooperation required by this Section 13. The Contractor shall collect Each of Oncor Holdings and submit this data Oncor hereby consents to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration use of the DMC-ODS Pilot programlogos of the Oncor Entities in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage any Oncor Entity or the reputation or goodwill of any Oncor Entity. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) From and after the date hereof and prior to the Effective Time, or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives, including legal and accounting, to provide all cooperation reasonably requested by Parent in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation on a timely basis in meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, (ii) assisting Parent and its financing sources with the preparation of materials for Services 1rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, offering circulars and similar documents required in connection with the Debt Financing; provided that any private placement memoranda or prospectuses in relation to high yield debt securities need not be issued by the Company or any of its Subsidiaries, (iii) For claiming Federal Financial Participation executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (FFPincluding a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral (including obtaining third party consents and estoppels), in each case effective on or after the Effective Time, (iv) furnishing Parent and its Debt Financing sources as promptly as practicable with all financial statements, pro forma financial information, financial data, audit reports and other information regarding the Company, its Subsidiaries and its and their respective businesses and properties as required in the Debt Financing Commitments, as are customary for the financings contemplated thereby and as may otherwise be reasonably requested by Parent, including all financial statements and financial data of the type and form, and for all periods, required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities and of the type and form, and for all periods, customarily included in private placements under Rule 144A of the Securities Act to consummate the offerings of debt securities contemplated by the Debt Financing Commitments at the time during the Company’s fiscal year such offerings will be made, together with all other financial and other information required for the underwriters, placement agents or initial purchasers in connection with the Debt Financing to receive customary comfort from the Company’s accountants on the information contained in any offering document, private placement memorandum, prospectus or similar document, including customary negative assurances comfort and change period comfort (the information referred to in this clause (iv), the Contractor shall certify “Required Financial Information”), (v) using reasonable best efforts to obtain accountants’ comfort letters and legal opinions as reasonably requested by Parent, (vi) taking all actions reasonably necessary to (A) permit the total allowable expenditures incurred prospective lenders involved in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersFinancing to evaluate the Company’s current assets, contracted fee-for- service providers cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) effective on or contracted managed care plans. 2after the Effective Time, establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, and (vii) DHCS shall establish a Center for Medicare taking all corporate actions, and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA other actions that are reasonably requested by Parent and within the control of the STCsCompany or its Subsidiaries, to satisfy any requirements necessary to consummate the Debt Financing and the direct borrowing or incurrence of all of the proceeds of the Debt Financing, including any high yield debt financing, by the Parent or the Company, as applicable, immediately following the Effective Time; provided that the corporate actions described in clause (vii) must explain shall be taken subject to the process DHCS occurrence of the Closing; and provided, further that none of the Company or any of its Subsidiaries shall use be required to determine pay prior to the Effective Time any commitment or other similar fee or incur any other cost or expense in connection with the Debt Financing that is not promptly (within three Business Days of delivery of reasonably acceptable documentation evidencing such cost or expense) reimbursed by Parent. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the counties Company or its Subsidiaries in connection with such cooperation (such reimbursement to be made promptly and in any event within three Business Days of delivery of reasonably acceptable documentation evidencing such expenses) and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by the Company or the Subsidiaries). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 6.8(a) shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Debt Financing so long as Parent and its Representatives reasonably cooperate with the Company in order to permit the Company to comply with its obligations under this demonstrationapplicable Law relating to the disclosure of such confidential information. 3(b) The Contractor Parent shall only provide state plan DMC services until DHCS use its reasonable best efforts to arrange the Debt Financing on the terms and CMS approve conditions in the Debt Financing Commitments as promptly as practicable, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no less favorable to Parent and (ii) to satisfy on a timely basis all conditions applicable to Parent in such definitive agreements that are within its control. In the event that all conditions to the Financing Commitments (other than in connection with the Debt Financing, the availability or funding of this Intergovernmental Agreement any of the Equity Financing) have been satisfied in Parent’s good faith judgment, Parent shall use its reasonable best efforts to cause the lenders and the approved Intergovernmental Agreement is executed by other Persons providing such Financing to fund the Contractor’s County Board Financing required to consummate the Arrangement on the Closing Date. In the event any portion of Supervisorsthe Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms no less favorable to Parent (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. During this timeFor purposes of Section 6.8, state plan DMC services the term “Debt Financing” shall be reimbursed pursuant deemed to include any such alternative financing so obtained or arranged by Parent and the term “Debt Financing Commitments” shall be deemed to include any commitment with respect to such alternative financing to the state plan reimbursement methodologiesextent such commitment is then in effect. Parent shall keep the Company reasonably apprised of material developments relating to the Financing. 4(c) Pursuant Parent shall not agree to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCany amendments or modifications to, or a notice of denial from grant any waivers of, any condition or other material provision under the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Financing Commitments without the consent of the OHC. If the Contractor submits a claim to an OHC and receives partial payment Company if such amendments, modifications or waivers would impose any new or additional condition or otherwise amend, modify or waive any of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up conditions to the maximum DMC rate for the service, less the amount receipt of the payment made by Financing, in each case in a manner that would be reasonably likely to cause any material delay in the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except satisfaction of the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I CodeArticle VII (it being understood that Parent may, Section 14021.51without the consent of the Company, amend, restate, modify, supplement or replace the Debt Financing Commitments to add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the financing commitments. The Contractor shall reimburse all OTP/NTP providers at Notwithstanding anything in this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data Agreement to the DHCS Rates Setting Work Group upon its request for contrary, one or more Debt Financing Commitments may be superseded at the purpose option of setting the OTP/NTP rates Parent after the expiration date hereof but prior to the Effective Time by new debt financing commitments (the “New Financing Commitments”) which replace existing Debt Financing Commitments; provided, that the terms of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup New Financing Commitments shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3not (A) Pursuant impose new or additional conditions to W&I Code, Section 14124.24(h)the receipt of the Financing as set forth in the Debt Financing Commitments in any material respect or (B) be reasonably likely to cause any material delay in the satisfaction of the conditions set forth in Article VII. In such event, the Contractor term “Financing Commitments” as used in this Section 6.8 shall be deemed to include the Financing Commitments that are not require OTP/NTP providers to submit cost reports so superseded at the time in question and the New Financing Commitments to the Contractor for extent then in effect and the purpose of cost settlementterm “Debt Financing” as used in this Section 6.8 shall be deemed to also include the financing contemplated by the New Financing Commitments.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Subject to the terms and conditions of this Agreement, Parent shall use commercially reasonable efforts to arrange the Financing on the terms and conditions described in the Financing Commitments; provided that Parent and Merger Sub may amend or modify the Financing Commitments (FFPincluding by adjusting the number of Rollover Shares to be contributed to Parent by the Rollover Holder), and/or elect to replace all or any portion of the Contractor shall certify Equity Financing with alternative debt and/or equity financing (the total allowable expenditures incurred “Alternative Financing”), in providing each case so long as the DMC-ODS Pilot program services provided either through Contractor-operated providersaggregate proceeds of the Financing (as amended or modified) and/or any Alternative Financing will be sufficient for Merger Sub and the Surviving Corporation to pay (i) the aggregate Merger Consideration, contracted fee-for- service providers or contracted managed care plansand (ii) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Company agrees to provide, and shall cause each Company Subsidiary and each of their respective officers, employees and Representatives to provide to Parent and Merger Sub, all reasonable cooperation as may be requested by Parent or its Representatives in connection with any Alternative Financing, including, without limitation, (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the OHC. If Company with representatives of Parent and its Alternative Financing sources, (ii) assisting in the Contractor submits a claim preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its Representatives in connection with the Alternative Financing (including using reasonable best efforts to an OHC obtain consents of accountants for use of their reports in any materials relating to the Alternative Financing and receives partial payment delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Parent and its Alternative Financing sources with financial and other pertinent information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent and its Alternative Financing sources, including, without limitation, all financial information related to the Company reasonably required by the Parent in order to produce pro forma financial statements, all other financial statements and financial and non-financial information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent, including all financial and other information of the claimtype required by Regulation S-X and Regulation S-K under the Securities Act, the Contractor may submit the claim to DMC and is eligible any additional information that would be necessary in order to receive payment up customary “comfort” (including “negative assurance” comfort) from independent auditors in connection with the offering of debt securities contemplated by any Alternative Financing, (iv) cooperating with advisors, consultants and accountants of Parent or its Alternative Financing sources with respect to the maximum DMC rate for the serviceconduct of any examination, less the amount appraisal or review of the payment made by financial condition or any of the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except assets or liabilities of the OTP/NTP modality. DHCS shall approve Company or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed ratesany Company Subsidiary, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request including for the purpose of setting the OTP/NTP rates after the expiration establishing collateral eligibility and values, (v) using reasonable best efforts to obtain accountants’ comfort letters, legal opinions, surveys, appraisals, environmental reports and title insurance as may be reasonably requested by Parent, (vi) executing and delivering any pledge and security documents, commitment letters, underwriting or placement agreements or other definitive financing documents, or other ancillary documentation including certificates, legal opinions or documents as may be requested by Parent or its Representatives (including a certificate of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual chief financial data and DHCS shall approve a final format. 3officer of the Company or any borrower Company Subsidiary with respect to solvency matters) Pursuant to W&I Code, Section 14124.24(h)or otherwise facilitate the pledging of collateral, the Contractor shall not require OTP/NTP providers delivery of pay-off letters and other cooperation in connection with the pay-off of existing Indebtedness and release of all related Liens, (vii) taking all actions reasonably necessary to submit cost reports (A) permit the prospective lenders involved in any Alternative Financing to evaluate the Contractor Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of cost settlementestablishing collateral arrangements and (B) establishing bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, (viii) furnishing Parent, Merger Sub and its Representatives promptly with all documentation and other information required with respect to any Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations, and (ix) taking all corporate actions reasonably necessary to permit the consummation of any Alternative Financing, including without limitations the execution and delivery of any other certificates, instruments or documents, and to permit the proceeds thereof, together with cash at the Company and the Company Subsidiaries, to be made available to the Company on the Closing Date to consummate the Merger. The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with any Alternative Financing.

Financing. A. Payment Buyer acknowledges that the Debt Financing Commitments contemplate the funding of the transactions contemplated hereby using bridge financing. Buyer will use commercially reasonable efforts to negotiate definitive bridge loan documentation with its financing sources and otherwise prepare for Services 1the funding of the bridge facility. Additionally, Buyer shall use commercially reasonable efforts (including, (a) For claiming Federal Financial Participation promptly after the date of this Agreement, commencing the preparation of the necessary offering circulars, private placement memoranda, prospectus, registration statement or other offering documents or marketing materials and negotiating definitive loan documentation concerning the placement and syndication of the senior subordinated notes and the senior secured credit facilities as contemplated by the Debt Financing Commitments, (FFP)b) commencing promptly thereafter the road show and syndication activities concerning the placement and syndication of the senior subordinated notes and the senior secured credit facilities as contemplated by the Debt Financing Commitments, and (c) accepting any changes in the terms of the proposed financing as contemplated in any Flex Letters or the flex provisions of the Debt Financing Commitments if such changes are necessary to complete financings) to perform and comply with all obligations and conditions required by the Commitment Letters to be performed or satisfied by Buyer prior to, at and as of the Closing Date as necessary to obtain funding under the Commitment Letters to consummate the transactions contemplated herein; provided, however, if either the lead arranger or lead manager should advise Buyer that, due to the then current market conditions, the Contractor activities contemplated by clause (b) should be delayed, then Buyer shall certify be entitled to delay the total allowable expenditures incurred actions contemplated by clause (b) as necessary and shall undertake commercially reasonable efforts to restart the process when market conditions dictate. If all closing conditions contained in providing Article 9 (other than Section 9.1(f)) shall have been satisfied or waived, or are capable of being satisfied solely by delivery of prepared documents required by such conditions, Buyer will demand funding of the DMCsenior secured credit facilities and the senior subordinated bridge facility as contemplated by the Debt Financing Commitments on the first date thereafter on which Buyer shall have had for 30 consecutive days all financial statements and financial data required by Regulation S-ODS Pilot program services provided either through ContractorX and Regulation S-operated providers, contracted fee-for- service providers or contracted managed care plans. 2K under the Securities Act (excluding the SDRC Financials) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made customarily included in private placements under Rule 144A of the Securities Act to consummate an offering of senior subordinated notes on such proposed funding date. In the event that the financings contemplated by the Commitment Letters will not be available to DHCSconsummate the transactions contemplated by this Agreement, Buyer shall (x) promptly notify Seller of such fact and (y) use commercially reasonable efforts, until the Termination Date, to obtain alternate financing for the transactions contemplated by this Agreement provided that the terms, conditions and costs of such financing are not less favorable to Buyer than those in the Commitment Letters ("ALTERNATIVE FINANCING"). This DHCS approved CPE protocol (Attachment AA Without the prior consent of Seller, Buyer shall not permit or allow any modification or amendment to any of the STCs) must explain Commitment Letters that could reasonably be expected to materially hinder, delay or make more difficult the financing process DHCS shall use to determine costs incurred by the counties as contemplated under this demonstrationSection 7.4. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1NYSE Group and Holdco shall take such actions so that, as of the filing of the Offer, Holdco shall have (to the extent required by applicable Law in order to file the Offer with the AMF) For claiming Federal Financial Participation (FFP), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers sufficient funds or contracted managed care plans. 2) DHCS shall establish a Center for Medicare irrevocable and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made unconditional financing sources available to DHCS. This DHCS approved CPE protocol (Attachment AA of it to pay the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed aggregate cash consideration payable pursuant to the state plan reimbursement methodologies. 4Offer. To the extent permitted by applicable Law, Euronext and its Subsidiaries shall use reasonable best efforts, and shall use reasonable best efforts to cause each of their respective officers, directors, employees and representatives, to assist and cooperate with NYSE Group and Holdco in connection with their efforts to obtain the proceeds of any financing that NYSE Group and Holdco seek in connection with the Offer, including (i) Pursuant causing appropriate officers and employees to Title 42 CFR 433.138 be available, on a customary basis and 22 CCR 51005(aon reasonable advance notice, to meet with prospective lenders and investors in meetings, drafting sessions, due diligence sessions, management presentations, road shows and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, business projections and financial statements (including those required by the SEC), and assisting NYSE Group and Holdco in preparing offering memoranda, private placement memoranda, prospectuses and similar documents, (iii) causing its independent accountants to provide reasonable assistance to NYSE Group and Holdco, including providing consent to NYSE Group and Holdco to use their audit reports and any reviews of interim period financial statements prepared under applicable IFRS standards relating to Euronext and its Subsidiaries and to provide any necessary “comfort letters,” (iv) using reasonable efforts to cause its attorneys to provide reasonable assistance to NYSE Group and Holdco, including to provide any necessary and customary legal opinions, (v) obtaining any necessary rating agencies’ confirmations or approvals and (vi) executing and delivering any other requested certificates or documents. Euronext will provide to NYSE Group and Holdco and its financing sources, if a beneficiary has Other Heath Coverage (OHC)any, then as promptly as practicable the Contractor shall bill that OHC prior to billing DMC to receive either payment from audited, unaudited and pro forma and other financial information reasonably requested by NYSE Group or Holdco, in each case prepared in accordance with the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process standards set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateany applicable financing commitment letter or as otherwise reasonably requested by NYSE Group or Holdco. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Closing, the Company shall, and shall cause the Company Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, use reasonable best efforts to provide all cooperation with Parent and its Affiliates as is reasonably necessary and customary in connection with the arrangement of the Debt Financing as may be reasonably requested by Parent, at Parent’s sole expense, including: (i) participation by members of management of the Company, the Company Subsidiaries and their respective Representatives in a reasonable number of meetings, conference calls, presentations, road shows, due diligence sessions, meetings with prospective lenders and investors, and sessions with rating agencies in connections with the Debt Financing, in each case upon reasonable advance notice and at times and locations to be mutually agreed; (ii) reasonably assisting Parent and the Financing Sources in the preparation of customary rating agency presentations, road show presentations, bank information memoranda (including, to the extent necessary, an additional bank information memorandum that does not include material non-public information), lender presentations or other marketing and syndication documents and materials, in each case reasonably and customarily required to arrange financings of the type contemplated by the Debt Commitment Letter and otherwise reasonably cooperating with the marketing efforts of Parent and the Financing Sources for Services 1any portion of the Debt Financing; (iii) For claiming Federal Financial Participation using commercially reasonable efforts to coordinate meetings between the Financing Sources and the current lenders to the Company and its Subsidiaries, (FFPiv) furnishing Parent with (A) financial and other pertinent customary information (which need not be prepared in compliance with Regulation S-X or include adjustments for purchase accounting, but in any case not including any footnote required by Rules 3-09, 3-10 or 3-16 of Regulation S-X, or any executive compensation or similar information) regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent to consummate the Debt Financing (including such information as is customary to be included in marketing materials for indebtedness (or any documentation or deliverables in connection therewith) of the type contemplated by the Debt Financing) and (B)(I) all customary financial information of the Company and the Company Subsidiaries that is reasonably required to permit Parent to prepare a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company and the Company Subsidiaries as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period with respect to which financial statements have been delivered pursuant to clauses (II) and (III) below, prepared after giving effect to the Closing as if the Closing had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income), which need not be prepared in compliance with Regulation S-X or include adjustments for purchase accounting, but in any case not including any footnote required by Rules 3-09, 3-10 or 3-16 of Regulation S-X, or any executive compensation or similar information and without needing to change any fiscal period, (II) the audited consolidated balance sheets and related consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the two most recently completed fiscal years ended at least 90 days prior to the Closing Date, (III) an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as at the end of, and related statements of income and cash flows of the Company and the Company Subsidiaries for each subsequent fiscal quarter (other than the last fiscal quarter of the year) of the Company or the Company Subsidiaries subsequent to the last fiscal year for which financial statements were prepared pursuant to the preceding clause (II) and ended at least 45 days before the Bluebird Closing Date (in the case of this clause (III), without footnotes) (all such information in this clause (iii)(B), the Contractor “Required Information”); provided that, with respect to any pro forma financial statements or other information included in the Required Information, Parent shall certify be responsible for identifying to the total allowable expenditures incurred Company the categories and types of post-Closing or pro forma cost savings, synergies, capitalization and other post-Closing pro forma adjustments desired to be reflected in such pro forma financial statements or other information; (v) at least 5 Business Days prior to the Closing Date, providing all documentation and other information about the DMCCompany and the Company Subsidiaries as is reasonably requested in writing by Parent which relates to Customary KYC Material or otherwise required as set forth in paragraph 2 of Exhibit C-1-ODS Pilot program services provided either through Contractor-operated providers1 to the Debt Commitment Letter (or substantially similar provisions in any Alternative Debt Financing), contracted fee-for- service providers or contracted managed care plans. 2in each case, which has been requested at least eight calendar days prior to the Closing Date; (vi) DHCS shall establish a Center for Medicare facilitating substantially concurrently with the Closing all organizational actions by the Company and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is the Company Subsidiaries as may be requested by Parent in order to permit the consummation of such Debt Financing and to permit the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol (Attachment AA Parent, its Subsidiaries, or the Company and the Company Subsidiaries; provided that no member of the STCsboard of directors (or equivalent governing body or Person) must explain of the process DHCS Company or any of the Company Subsidiaries shall use be required to determine enter into any resolutions or take any action approving the Financing or any purchase agreement for any Financing that is effective before the Closing has occurred; (vii) executing customary closing documents as may be reasonably requested by Parent, including a certificate of the chief financial officer of the Company with respect to solvency matters in the form attached as Annex C-1 to the Debt Commitment Letter (or substantially similar provisions in any Alternative Debt Financing); (viii) facilitating the pledging of collateral substantially concurrently with the Closing (including the delivery of original share certificates, together with share powers executed in blank, with respect to the Company and the Company Subsidiaries), including obtaining such documentation and taking such other steps (including lien searches, payoff letters, lien releases and instruments of termination or discharge) reasonably requested by Parent in order to release all Liens over the properties and assets of the Company and the Company Subsidiaries securing obligations under the Indebtedness of the Company and the Company Subsidiaries and taking reasonable actions reasonably necessary to permit the Financing Sources to evaluate the Company and its Subsidiaries assets for the purpose of establishing collateral arrangements; and (ix) cooperating with the Financing Sources’ reasonable requests for due diligence to the extent reasonably available to the Company and as is reasonably required by Parent and customarily delivered in connection with financings of this type; provided, in each case in clauses (i) through (ix), that (W) nothing in this Section 6.11(a) shall involve the Company or the Company Subsidiaries entering into any binding agreement the effectiveness of which agreement is not conditioned on the Closing and does not terminate without liability to the Company or any of the Company Subsidiaries upon the termination of this Agreement if the Closing does not occur, (X) nothing in this Section 6.11(a) shall require cooperation to the extent that it (A) would cause any condition to Closing set forth in Section 7.01 or Section 7.03 to not be satisfied or otherwise cause any breach of this Agreement (including any representations or warranties thereunder), (B) would unreasonably interfere with the ongoing business or operations of the Company and the Company Subsidiaries, taken as a whole, (C) would result in the Company or any Company Subsidiary paying any commitment or other fee prior to the Effective Time (D) would result in the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default under, any Laws or under any material contract to which the Company or any Company Subsidiaries is a party, (E) would require the Company to provide access to or disclose information that would otherwise be restricted from disclosure in accordance with the proviso in Section 6.02 or (F) would require the Company to prepare separate financial statements for any Company Subsidiary or accelerate or change any reporting period, or provide any legal opinions, comfort letters, or any other financial statements except as set forth in clauses (iii)(B)(I), (II) or (III) above, (Y) none of the Company or any of the Company Subsidiaries shall be required to execute and deliver any Financing Agreements or other agreements, pledge or security documents, or other certificates or documents in connection with the Financing that are effective prior to the Effective Time and (Z) Parent shall indemnify, defend and hold harmless (and such indemnity obligations shall be guaranteed by each Guarantor pursuant to the Guarantees) the Company and the Company Subsidiaries, and their respective pre-Closing directors, officers, employees and Representatives, from and against any liability or obligation in connection with the arrangement of the Financing and any information provided in connection therewith (other than information furnished by or on behalf of any of the Company and the Company Subsidiaries). If this Agreement is terminated for any reason, Parent shall reimburse the Company and the Company Subsidiaries for all reasonable out-of-pocket costs incurred by the counties Company and the Company Subsidiaries in connection with this Section 6.11(a) (including attorney fees and expenses). The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Financing, in accordance with customary practice; provided, that the logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company and the Company Subsidiaries or the reputation or the goodwill of the Company and the Company Subsidiaries. All non-public or otherwise confidential information regarding the Company obtained by Parent, HHC or Merger Sub or any of their respective Representatives pursuant to this Section 6.11(a) shall be kept confidential in accordance with the Confidentiality Agreement; provided that the Company agrees that Parent, HHC and Merger Sub may share non-public or otherwise confidential information with the rating agencies and Financing Sources and potential equity investors in connection with the Financing as contemplated by the Commitment Letters if the recipients of such information (A) are rating agencies and Financing Sources in connection with the Debt Financing as contemplated by the Debt Commitment Letter and agree to customary confidentiality arrangements, including customary “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda, provided, in each case, that such confidentiality arrangements shall provide that the Company is a third-party beneficiary thereof and shall satisfy the confidentiality obligations under Regulation FD or (B) or are potential equity investors who agree to comply with the terms of the Confidentiality Agreement applicable to Representatives (as defined in the Confidentiality Agreement) and KSL Capital Partners Management IV, LLC is responsible to the Company for breaches of such agreement by such potential equity investors; provided that the Company is a third-party beneficiary with respect to the document joining such equity investors to the Confidentiality Agreement. (b) Parent, HHC and Merger Sub shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Redacted Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters pursuant to their terms, (ii) negotiating and entering into definitive agreements with respect to the Financing (the “Financing Agreements”) consistent with the terms and conditions contained in the relevant Commitment Letter (including, as necessary, the “flex” provisions contained in the Redacted Fee Letter) or, if available, on other terms that are acceptable to Parent and would not (and the terms of each side letter and each other agreement, if any, relating to the Commitment Letters or the Financing Agreements will not), (w) reduce the aggregate amount of Financing below the amount required to consummate the transactions contemplated under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and any other amounts required to be paid in connection with the approved Intergovernmental consummation of the transactions contemplated under this Agreement is executed by the Contractor’s County Board of Supervisors. During this timeand to pay all related fees and expenses, state plan DMC services shall be reimbursed pursuant (x) impose new or additional conditions precedent to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit receipt of the OHC. If Financing in a manner that would reasonably be expected to delay or prevent Closing in any respect, (y) adversely impact the Contractor submits a claim ability of Parent, HHC or Merger Sub to an OHC enforce its rights against the Financing Sources and receives partial payment (z) otherwise adversely affect (including with respect to timing, taking into account the expected timing of the claimMarketing Period) the ability of Parent, HHC or Merger Sub to consummate the Contractor may submit the claim to DMC transactions contemplated herein, (iii) complying with all covenants and is eligible to receive payment up to the maximum DMC rate for the serviceagreements of Parent, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates HHC and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process Merger Sub set forth in W&I Codethe Commitment Letters and the Financing Agreements to the extent a breach thereof could result in a failure of a condition precedent to the Financing or otherwise make the funding of the Financing less likely to occur and (iv) taking into account the expected timing of the Marketing Period, Section 14021.51satisfying on a timely basis all conditions applicable to Parent, HHC and Merger Sub to obtaining the Financing. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure In the event that all conditions contained in the Debt Commitment Letter (other than the availability of the Equity Financing) have been satisfied (or upon funding will be satisfied), each of Parent, HHC and Merger sub shall use its contracted OTP/NTP providers provide it with financial data reasonable best efforts to timely cause the Lenders to fund the Debt Financing and to otherwise enforce its rights under the Debt Commitment Letter (including through litigation). In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter (including any “flex” provisions applicable thereto), each of Parent, HHC and Merger Sub shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms (taking into account any “flex” provisions applicable to such Alternative Debt Financing (as defined below)) that are not materially less favorable to Parent in any respect than the Debt Financing contemplated by such Debt Commitment Letters (including any “flex” provisions applicable thereto), as applicable, alternative sources of financing in an annual basis. The Contractor shall collect and submit this data amount sufficient, when added to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration portion of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose Financing that is available, to consummate the transactions contemplated herein and pay any other amounts required to be paid in connection with the consummation of the transactions contemplated herein and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a recommended format copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h)Agreement, the Contractor terms “Debt Commitment Letter” and “Redacted Fee Letter” shall not require OTP/NTP providers be deemed to submit cost reports include any Alternative Debt Financing Commitment Letter or any fee letter referred to the Contractor for the purpose of cost settlement.in such Alternative Debt Financing Commitment Letter with respect to any Alternative Debt Financing arranged in compliance with this

Financing. A. Payment (a) Purchaser shall use its commercially reasonable efforts to consummate the Debt Financing (including a Debt Securities Financing or any alternative debt financing arrangements) at or prior to the Closing. In the event any portion of the Debt Financing become unavailable, Purchaser shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources of third party debt financing on terms reasonably deemed by Purchaser to be no less favorable to the Surviving Corporation in the aggregate than the terms set forth in the Debt Commitment Letter. For the avoidance of doubt and notwithstanding anything to the contrary, each of Purchaser and Merger Sub acknowledge that obtaining the Debt Financing is not a condition to Purchaser and Merger Sub’s obligation to consummate the transactions contemplated hereby (but absence of such condition shall not undermine the covenants and obligations of the Company included herein). (b) At Purchaser’s request, the Company shall and shall cause its Subsidiaries to, and shall use its reasonable efforts to cause its officers, employees, directors and representatives to, cooperate reasonably with the Purchaser and the Financing Sources in consummating the Debt Financing, including providing documents and information required to be provided by the Company pursuant to the Debt Commitment Letter and other reasonably necessary documents and information and access to personnel and other assistance and cooperation. Each of the Purchaser and the Company shall use their respective reasonable efforts to consummate the Debt Financing at or prior to Closing, including, in the case of the Company, by timely (i) participating in a reasonable number of meetings, road shows, rating agency sessions and drafting sessions, and participating in reasonable and customary due diligence, (ii) furnishing Purchaser and the Financing Sources, for Services 1public disclosure, as required, with the Required Financial Statements and with such other financial and other pertinent information as may be reasonably requested by Purchaser or the Financing Sources to consummate the Debt Financing, including all Company financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act (including any audited financial statements, but only to the extent required by the Debt Commitment Letter in existence on the date hereof and provided to the Company) For claiming Federal Financial Participation and the financial information regarding the Company on a stand-alone basis included in financing transactions of a similar nature that would allow Purchaser to comply with the conditions precedent to the Debt Financing contained in paragraphs 6 and 7 of Exhibit C to the Debt Commitment Letter (FFPbut no covenant is being made by the Company with respect to the information including financial information of Purchaser and its Subsidiaries), (iii) providing reasonable assistance to Purchaser and the Contractor shall certify Financing Sources in the total allowable expenditures incurred preparation of and participation in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2(A) DHCS shall establish both a Center private and public offering document for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA any portion of the STCsDebt Financing and (B) must explain materials for rating agency presentations, (iv) reasonably cooperating with the process DHCS shall marketing efforts for any portion of the Debt Financing including as contemplated by paragraph 7 of Exhibit C to the Debt Commitment Letter and (v) using reasonable efforts to cause its independent accountants to provide assistance and cooperation in the Debt Financing, including (A) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (B) providing any necessary consents to use to determine their audit reports, and (C) providing customary “comfort letters.” Purchaser shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs reasonably incurred by the counties Company, its Subsidiaries or any of their respective representatives in connection with assistance and cooperation under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve Section 7.13. For purposes of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(aSection 7.13(b), if references to “Debt Financing” include a beneficiary has Other Heath Coverage (OHC)Debt Securities Financing or any alternative debt financing arrangements; provided, then the Contractor shall bill however, that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing notwithstanding any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process provisions set forth in W&I Code, Section 14021.51this Agreement the Company shall not be obligated to provide information or take actions with respect to any alternative debt financing arrangements that would be more burdensome to the Company in the aggregate in any material respect than would be the case with respect to a financing under the Debt Commitment Letter that is in existence on the date hereof and provided to the Company. The Contractor shall reimburse Company shall, following the date of this Agreement and continuing until the earlier of the Effective Time, provide Purchaser with copies of all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with material financial data on an annual basis. The Contractor shall collect and submit this data reports which are provided to the DHCS Rates Setting Work Group upon its request Board of Directors of the Company in the Ordinary Course of Business, which such materials, for the purpose avoidance of setting the OTP/NTP rates after the expiration doubt, shall include an unaudited consolidated balance sheet of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup Company and its Subsidiaries as at the last day of such month which the Company shall propose a recommended format for use commercially reasonable efforts to provide to the Purchaser by the twentieth calendar day of the following month, and shall be subject to the Confidentiality Agreement as provided in the immediately preceding sentence. Purchaser and Merger Sub acknowledge and agree that neither the Company nor its Subsidiaries, Affiliates or representatives shall have any responsibility for, or incur any liability to any Person under or in connection with the arrangement of the Debt Financing or any alternative financing that the Purchaser or Merger Sub may raise in connection with the transactions contemplated by this annual financial data Agreement, and DHCS that Purchaser and Merger Sub shall approve a final format. 3) Pursuant to W&I Codeindemnify and hold harmless the Company and its Subsidiaries, Section 14124.24(hAffiliates, shareholders, employees and representatives from and against any and all losses, expenses (including attorneys’ fees and expenses), costs and other liabilities suffered or incurred by them in connection with the Contractor shall not require OTP/NTP providers to submit cost reports to arrangement of the Contractor for the purpose of cost settlementDebt Financing or any alternative financing and any information utilized in connection therewith.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries, and shall use all reasonable efforts to cause their respective Representatives, including legal and accounting advisors, to provide, at Parent’s sole expense, all reasonable cooperation requested by Parent in connection with the Financing and the other transactions contemplated by this Agreement (FFPprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the Contractor preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing; provided that any such memoranda or prospectuses shall certify contain disclosure and financial statements with respect to the total allowable expenditures incurred in providing Company or the DMC-ODS Pilot program services provided either through Contractor-operated providersSurviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor, contracted fee-for- service providers (iii) executing and delivering any pledge and security documents, other definitive financing documents, or contracted managed care plans. 2) DHCS shall establish other certificates, legal opinions or documents as may be reasonably requested by Parent (including a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA certificate of the STCschief financial officer of the Company or any Subsidiary with respect to solvency matters as of the Effective Time and consents of accountants for use of their reports in any materials relating to the Debt Financing), (iv) must explain reasonably facilitating the process DHCS shall use pledging of collateral, (v) furnishing Parent and its Financing sources as promptly as practicable with such financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act to determine costs incurred consummate the offerings of debt securities contemplated by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and Debt Financing Letter at the approved Intergovernmental Agreement is executed by time during the ContractorCompany’s County Board of Supervisors. During this time, state plan DMC services shall fiscal year such offerings will be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(amade (“Required Financial Information”), if a beneficiary has Other Heath Coverage (OHC), then vi) providing assistance to Parent and MergerCo in connection with the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit satisfaction of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I Codethe Debt Financing Letter, Section 14021.51. The Contractor shall reimburse (vii) using all OTP/NTP providers at this rate. areasonable efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent, (viii) The Contractor shall ensure that using all reasonable efforts to provide monthly financial statements (excluding footnotes) within 25 days of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data the end of each month prior to the DHCS Rates Setting Work Group upon its request Closing Date to the extent the Company prepares such financial statements within such timeframe, (ix) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of setting establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the OTP/NTP rates after foregoing, (x) assisting Parent with any presentation to the expiration SEC with regard to the recording of the DMC-ODS Pilot programMerger as a recapitalization for financial reporting purposes in accordance with GAAP and cooperating in good faith with Parent, if so requested by Parent, in order to develop alternative means of recording the Merger as a recapitalization for financial reporting purposes in accordance with GAAP and (xi) taking all corporate actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately following the Effective Time; provided that neither of the Company nor any of its Subsidiaries will be required to pay any commitment or other similar fee or incur any other material liabilities that is not promptly reimbursed by Parent in connection with the Debt Financing prior to the Effective Time and the Company and its Subsidiaries shall not be required to approve or execute any agreements, certificates or other documents relating to the Debt Financing prior to the Effective Time. Parent shall indemnify and hold harmless the Company, any of its Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than historical information provided by the Company or any of its Subsidiaries). The Company shall have the right to consent to the use of its and its Subsidiaries’ logos in connection with the Debt Financing (such consent not to be unreasonably withheld, conditioned or delayed). i. The DHCS Rates Setting Workgroup (b) Parent and MergerCo shall propose use all reasonable efforts to arrange the Debt Financing as promptly as reasonably practicable on the terms and conditions described in the Debt Financing Letter, including using all reasonable efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no less favorable to Parent and/or MergerCo and (ii) to satisfy on a recommended format for this annual financial data timely basis all conditions applicable to Parent and/or MergerCo in such definitive agreements that are within its control. In the event any portion of the Debt Financing becomes unavailable on the terms and DHCS conditions contemplated in the Debt Financing Letter, Parent and MergerCo shall approve a final formatuse all reasonable efforts to arrange to obtain by the Outside Date alternative financing from alternative sources on terms no less favorable to Parent and/or MergerCo (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event of unavailability, but in any event no later than the Outside Date. Parent shall keep the Company reasonably apprised of material developments relating to the Financing. 3(c) Pursuant All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries obtained by Parent or its Representatives pursuant to W&I CodeSection 5.3 or Section 5.13 shall be kept confidential in accordance with the Confidentiality Agreement; provided, Section 14124.24(h)however, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Contractor Debt Financing upon the prior written consent of the Company, which consent shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlementbe unreasonably withheld or delayed.

Financing. A. Payment Prior to the Closing Date, the Company shall, and shall cause its Subsidiaries to, and use its reasonable best efforts to cause the Company’s and its Subsidiaries’ respective Representatives to, provide to Parent and Acquisition Sub all cooperation reasonably requested by Parent that is necessary, proper, advisable or desirable in connection with the arrangement of the Financing, including (i) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies and assisting Parent in obtaining ratings as contemplated by the Debt Financing; (ii) assisting with the preparation of materials for Services 1rating agency presentations, bank information memoranda, and similar documents required in connection with the Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda; provided, that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) For claiming Federal Financial Participation as promptly as reasonably practical, furnishing Parent and its Debt Financing sources with financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent to prepare the bank information memoranda contemplated by the Debt Financing Letter (FFPincluding in connection with Parent’s preparation of pro forma financial statements), (all such information in this clause (iii), the Contractor shall certify “Required Information”); (iv) using reasonable best efforts to obtain appraisals, surveys, engineering reports, environmental and other inspections (including providing reasonable access to Parent and its agents to all Owned Real Property for such purposes), title insurance and other documentation and items relating to the total allowable expenditures incurred Debt Financing as reasonably requested by Parent and, if requested by Parent or Acquisition Sub, to cooperate with and assist Parent or Acquisition Sub in obtaining such documentation and items; (v) providing assistance to obtain a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing; (vi) using reasonable best efforts to provide monthly financial statements (excluding footnotes) within fifteen (15) days of the DMCend of each month prior to the Closing Date; (vii) using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and reasonably facilitating the pledging or the re-ODS Pilot program services provided either through Contractoraffirmation of the pledge of collateral (including cooperation in connection with the pay-operated providersoff of existing Indebtedness and the release of related Liens); (viii) taking commercially reasonable actions necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, contracted fee-for- service providers cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Effective Time and (B) assist Parent to establish or contracted managed care plans. 2maintain, effective as of the Effective Time, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing; (ix) DHCS shall establish using reasonable best efforts to assist Parent to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which any Subsidiary of the Company is a Center party and to arrange discussions among Parent, Acquisition Sub and their financing sources with other parties to material leases, encumbrances and contracts as of the Effective Time; and (x) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent that are necessary or customary to permit the consummation of the Financing, and to permit the proceeds thereof, together with the cash at the Company and its Subsidiaries (not needed for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is other purposes), to be made available to DHCS. This DHCS approved CPE protocol (Attachment AA the Company on the Closing Date to consummate the Merger; provided, that none of the STCsCompany or any of its Subsidiaries, or any of their respective officers, advisors or representatives shall incur any liability in connection with the Financing prior to the Effective Time; provided, further, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Significant Subsidiaries. The Company will use its reasonable best efforts to periodically update any such Required Information provided pursuant to clause (iii) must explain of the process DHCS foregoing sentence as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. For the avoidance of doubt, if requested by Parent to most effectively access the financing markets, the Company shall use its reasonable best efforts to determine costs incurred cooperate with this Section 5.8 at any time, and from time to time and on multiple occasions, between the date hereof and the Effective Time. In addition, the Company agrees that if reasonably requested by Parent it will supplement and use reasonable best efforts to keep current the Required Information so that Parent may most effectively access the financing markets. If, in connection with a marketing effort contemplated by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and Debt Financing Letter, the approved Intergovernmental Agreement is executed by Parent reasonably requests the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed Company to file a report on Form 8-K pursuant to the state plan reimbursement methodologies. 4) Pursuant Exchange Act that contains material non-public information with respect to Title 42 CFR 433.138 the Company and 22 CCR 51005(a)its subsidiaries, if which the Parent reasonably determines to include in a beneficiary has Other Heath Coverage customary offering memorandum for such debt, then, upon the Company’s review of and satisfaction with such filing (OHC), then the Contractor it being acknowledged and agreed that such filing shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit contain any and all reasonable comments of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(hCompany), the Contractor Company shall file such report on Form 8-K; provided, however, that the Company shall not require OTP/NTP providers be required to submit cost reports file any information on Form 8-K that the Company reasonably determines are reasonably likely to be competitively harmful to the Contractor Company, it being understood that publication of an adjusted EBITDA number will not be deemed to be competitively harmful to the Company. All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent, Acquisition Sub or their respective officers, advisors or representatives shall be kept confidential in accordance with the Confidentiality Agreement. The Company shall deliver to Parent as promptly as reasonably practicable following the end of each fiscal quarter ending on or after December 31, 2009, the unaudited consolidating balance sheets and combined statements of income reflecting the financial condition as of the last day of each fiscal quarter and the results of operations during such quarter and for the purpose elapsed portion of cost settlementthe fiscal year together with a comparison to the comparable period from the prior fiscal year, in each case, of the Company and prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end adjustments). Parent shall indemnify and hold harmless the Company, its Significant Subsidiaries and their respective officers, directors, employees, agents and representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type in connection with the arrangement of the Financing (other than to the extent such losses arise from the misconduct of the Company, any of its Subsidiaries or their respective officers, advisors and representatives) and any information used in connection therewith, and the foregoing obligations shall survive termination of this Agreement.

Financing. A. Payment (a) Prior to the Closing, La▇▇▇ ▇hall, and shall cause its Subsidiaries to, and use commercially reasonable best efforts to cause its and its Subsidiaries' respective Representatives to provide to Mercury and New Holdco such cooperation in connection with the Transaction Financing as may be reasonably requested by Mercury, including: (a) assisting in preparation for Services 1) For claiming Federal Financial Participation and participation, upon reasonable advance notice, in a reasonable number of meetings and calls (FFPincluding customary one-on-one meetings with parties acting as lead arrangers, bookrunners or agents for, and prospective lenders of, the Transaction Financing), drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and assisting Mercury and New Holdco in obtaining ratings; (ii) assisting Mercury and New Holdco and their potential financing sources in the Contractor preparation of (A) customary offering documents, private placement memoranda, bank information memoranda, prospectuses and similar marketing documents for any of the Transaction Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda authorizing the distribution of information to prospective lenders and identifying any portion of such information that constitutes material, nonpublic information regarding La▇▇▇ ▇r its Subsidiaries or their respective securities (in each case in accordance with customary syndication practices) and (B) customary materials for rating agency presentations; (iii) delivering to Mercury and New Holdco and their potential financing sources as promptly as reasonably practicable such audited and interim consolidated financial information and financial statements relating to La▇▇▇ ▇nd its Subsidiaries reasonably necessary for the Transaction Financing to the extent reasonably requested by Mercury in connection with the preparation of customary offering or information documents to be used for the Transaction Financing, including any information necessary in order to prepare pro forma financial information; provided that none of La▇▇▇, any of its Subsidiaries or any of their Representatives shall certify be responsible in any manner for information relating to the total allowable expenditures incurred proposed debt and equity capitalization that is required for such pro forma financial information; (iv) causing its independent registered public accounting firm to cooperate with Mercury and New Holdco in connection with the Transaction Financing, including by providing customary “comfort letters” (including customary “negative assurances”) and customary assistance with the DMCdue diligence activities of Mercury and the financing sources, and customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings; (v) using commercially reasonable efforts to ensure that the Transaction Financing benefits from the existing lending relationships of La▇▇▇ ▇nd its Subsidiaries; (vi) assisting to identify the steps for repayment on the Closing Date of the La▇▇▇ ▇redit Facilities and other Indebtedness of La▇▇▇ ▇r its Subsidiaries other than the La▇▇▇ ▇021 Notes and other indebtedness which may be mutually agreed and cooperating with any back-ODS Pilot program services provided either through Contractorstop, “roll-operated providersover” or termination of any existing letters of credit thereunder (and the release and discharge of all related liens and security interests), contracted feeby providing to Mercury at least three (3) Business days prior to Closing customary pay-for- service providers off letters (in substantially final form), UCC-3 financing statements, filings with the United States Patent and Trademark and/or Copyright Office, real property mortgage releases, account control agreement termination notices, and other similar and related ancillary agreements as are necessary in connection with the Transaction Financing (it being understood that no such documentation shall become effective until the Second Merger Effective Time); (vii) using commercially reasonable efforts to obtain such consents, approvals and authorizations required in connection with the Transaction Financing which may be reasonably requested by Mercury; (viii) executing and delivering as of, but not before, the Closing customary definitive financing documentation as may be reasonably requested by Mercury, including pledge and security documents, guarantees, customary officer’s certificates (including, without limitation, delivery of a solvency certificate in customary form), instruments, copies of any existing surveys, UCC financing statements, filings, security agreements, control agreements, title insurance and other matters ancillary to, or contracted managed care plansrequired in connection with, the Transaction Financing (including (A) delivering stock or limited liability company certificates for certificated securities and limited liability company membership or equity interests (with transfer powers executed in blank) of the borrower and its domestic subsidiaries to the extent required on the Closing Date by the terms of the Transaction Financing and (B) using commercially reasonable best efforts to provide customary local counsel legal opinions); and (ix) taking all limited liability company actions reasonably requested by Mercury and New Holdco that are necessary to permit the consummation of the Transaction Financing, including with respect to corporate actions of the Surviving Company to be effected immediately following the Second Merger Effective Time and any high yield financing, and to permit the proceeds thereof, together with the cash at La▇▇▇ ▇nd its Subsidiaries, if any, to be made available on the Closing Date to consummate the transactions contemplated hereby, including the refinancing and repayment of outstanding Indebtedness of La▇▇▇ ▇nd its Subsidiaries; and (x) providing all documentation and other information relating to La▇▇▇ ▇nd its Subsidiaries required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent reasonably requested by Mercury or New Holdco. 2(b) DHCS La▇▇▇ ▇ereby consents to the use of all of its and its Subsidiaries’ logos in connection with the Transaction Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage La▇▇▇ ▇r the La▇▇▇ ▇ubsidiaries or the reputation or goodwill of La▇▇▇ ▇r any La▇▇▇ ▇ubsidiary. Notwithstanding any other provision set forth herein or in any other agreement between La▇▇▇ ▇nd Mercury (or their respective affiliates), La▇▇▇ ▇grees that Mercury and its affiliates may share customary projections with respect to La▇▇▇ ▇nd its business, which are approved for distribution by La▇▇▇, with their potential financing sources and other prospective lenders in connection with any marketing efforts in connection with the Transaction Financing, provided that the recipients of such information agree to customary confidentiality arrangements. Notwithstanding anything to the contrary in this Agreement, none of La▇▇▇, any of its Subsidiaries or any of its or their respective directors or officers or other personnel shall establish be required by this Section 6.12 (i) to take any action or provide any assistance that unreasonably interferes in any material respect with the ongoing operations of La▇▇▇ ▇nd its Subsidiaries or (ii) to execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing (other than any payoff letters required to be received in connection with the Transaction Financing). (c) If and to the extent requested by Mercury, La▇▇▇ ▇hall cause La▇▇▇ ▇elevision or another appropriate Subsidiary to, as promptly as practicable following receipt of a Center written request from Mercury (i) issue one or more notices of optional redemption for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA all of the STCs) must explain outstanding aggregate principal amount of the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timeLa▇▇▇ ▇018 Notes, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4La▇▇▇ ▇018 Indenture on the Closing Date, in order to effect a redemption following the Closing Date, (ii) Pursuant provide any other cooperation reasonably requested by Mercury to Title 42 CFR 433.138 facilitate the redemption of the La▇▇▇ ▇018 Notes and 22 CCR 51005(a)(iii) if elected by Mercury, if a beneficiary has Other Heath Coverage (OHC), then in connection with the Contractor shall bill that OHC prior to billing DMC to receive either payment from issuance of the OHC, or a notice of denial from redemption, effect and/or cooperate with Mercury to facilitate the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit satisfaction and discharge of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group such La▇▇▇ ▇018 Notes pursuant to the process set forth in W&I CodeLa▇▇▇ ▇018 Indenture effective as of (or at Mercury’s election, Section 14021.51on a specified date following) the Closing Date. The Contractor shall reimburse all OTP/NTP providers at this rate. aredemption and (if applicable) The Contractor shall ensure that all satisfaction and discharge of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data the La▇▇▇ ▇018 Notes pursuant to the DHCS Rates Setting Work Group upon its request preceding sentence are referred to collectively as the “Discharge” of the Notes. Mercury shall deposit or cause to be deposited funds with the applicable trustee for the purpose La▇▇▇ ▇018 Notes sufficient to fund any such Discharge no later than the redemption time specified in the applicable redemption notice or, in connection with a satisfaction and discharge, on the date such satisfaction and discharge is to become effective. “La▇▇▇ ▇018 Indenture” means the Indenture, dated as of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data April 12, 2010, by and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h)among La▇▇▇ ▇elevision, the Contractor shall not require OTP/NTP providers to submit cost reports guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, for the La▇▇▇ ▇018 Notes, as amended prior to the Contractor for date hereof or in accordance with this Agreement. “La▇▇▇ ▇018 Notes” means the purpose $200,000,000 aggregate principal amount of cost settlement8.375% Senior Notes due 2018. “La▇▇▇ ▇021 Notes” means the $290,000,000 aggregate principal amount of 6.375% Senior Notes due 2021.

Financing. A. Payment (a) Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives, including legal and accounting, to, at Parent’s sole cost and expense for Services 1any and all out-of-pocket expenses, provide all cooperation reasonably requested by Parent with reasonable notice in connection with the Financing, including (i) For claiming Federal participation in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and financial statements (including those required by the SEC) and similar documents required in connection with the Financing, provided that neither the Company nor any of its Subsidiaries needs to be the issuer of any such presentations, documents, memoranda or prospectuses, (iii) furnishing Parent and its Financing sources with readily-available historical financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all historical financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act, to use in connection with the Debt Financing or any other financing transaction executed in connection with the transactions contemplated hereby (the “Required Financial Participation (FFPInformation”), (iv) using commercially reasonable efforts to obtain accountants’ comfort letters, legal opinions, surveys, affidavits and title insurance as may be requested by Parent or the Contractor shall certify lenders under the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersDebt Financing Commitments, contracted fee-for- service providers or contracted managed care plans. 2(v) DHCS shall establish a Center for Medicare and Medicaid Services using commercially reasonable efforts to provide monthly financial statements (CMSexcluding footnotes) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA within 25 days of the STCs) must explain end of each month prior to the process DHCS shall use to determine costs incurred Closing Date, if and in the form now currently prepared by the counties under this demonstration. 3Company, (vi) The Contractor shall only provide state plan DMC services until DHCS executing and CMS approve delivering, as of this Intergovernmental Agreement the Effective Time, any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents, as may be reasonably requested by Parent (including a certificate of the Chief Financial Officer of the Surviving Corporation or any Subsidiary thereof with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing indebtedness and the approved Intergovernmental Agreement is executed by the Contractor’s County Board release of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(arelated Liens), if a beneficiary has Other Heath Coverage (OHC)vii) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCcash management and accounting systems, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC policies and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request procedures relating thereto for the purpose of setting the OTP/NTP rates establishing collateral arrangements and (B) so long as not effective until on or after the expiration Effective Time, establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, (viii) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which any Subsidiary of the DMCCompany is a party and to arrange discussions among Parent, Merger Sub and their financing sources with other parties to material leases, encumbrances and contracts as of the Effective Time, and (ix) taking all corporate actions reasonably necessary to authorize the consummation of the Debt Financing and to permit the proceeds thereof to be made available (it being understood that to the greatest extent practicable, the actions contemplated by this Section 7.9(a)(ix) shall not be required to be taken until immediately prior to, and unless subject to, the Closing and that the Company shall have satisfied its obligations pursuant to this sentence if the Company shall have used the efforts required hereby to comply with such obligations, whether or not any applicable deliverables are actually obtained or provided); provided that nothing contained in this Section 7.9 shall require such cooperation to the extent that it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. The Company shall cause its officers, in their capacities as officers, to deliver such customary management representation letters as any audit firm may reasonably request in connection with any comfort letters or similar documents required in connection with the Debt Financing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company and its marks. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 7.9 or otherwise in connection with the Debt Financing (x) to pay any commitment or other similar fee prior to the Effective Time that is not advanced or simultaneously reimbursed by Parent, or (y) to incur any out-ODS Pilot programof-pocket expense unless such expense is advanced or simultaneously reimbursed by Parent. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all Damages suffered or incurred by them and any claims made against them in connection with (1) any action taken by them at the request of Parent or Merger Sub pursuant to this Section 7.9 or in connection with the arrangement of the Debt Financing or (2) any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries), and this indemnification shall survive termination of this Agreement. Nothing contained in this Section 7.9 or otherwise shall require the Company or any of its Subsidiaries to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. All material, non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 7.9(a) shall be kept confidential by them in accordance with the Confidentiality Agreements except for disclosure to potential investors as required in connection with the Financing subject to customary confidentiality protections. i. The DHCS Rates Setting Workgroup (b) Parent shall propose use its best efforts to obtain the Financing on the terms and conditions described in the Financing Commitments as promptly as practicable, including using its best efforts to (i) maintain in effect the Financing Commitments and negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms not materially less favorable to Parent and Merger Sub, (ii) satisfy on a recommended format for timely basis all conditions applicable to Parent in such definitive agreements that are within its control, and (iii) comply with its obligations under the Debt Financing Commitments. Parent shall use its best efforts to cause the lenders and the other Persons providing such Financing to fund the Financing required to consummate the Merger on the Closing Date (including taking enforcement action to cause such lenders and other Persons to provide such Financing). In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall promptly notify the Company and, as promptly as practicable following the occurrence of such event, use its best efforts to arrange to obtain alternative financing from the same or alternative sources on terms not materially less favorable, taken as a whole, to Parent and Merger Sub, in an amount sufficient to consummate the transactions contemplated by this annual financial data Agreement as promptly as possible. For the avoidance of doubt, in the event that (x) all or any portion of the contemplated Debt Financing structured as high-yield financing has not been consummated, (y) all closing conditions contained in Article VIII shall have been satisfied or waived (or are capable of being satisfied at a Closing), and DHCS (z) the bridge facilities contemplated by the Debt Financing Commitments (or alternative bridge financing obtained in accordance with this Section 7.9) are available on the terms and conditions described in the Debt Financing Commitments (or replacements thereof), then Parent shall approve a final formatcause the proceeds of such bridge financing to be used in lieu of such contemplated Debt Financing at the Closing. 3(c) Pursuant Parent shall not agree to W&I Codeany amendments or modifications to, Section 14124.24(hor grant any waivers of, any condition or other material provision under the Financing Commitments without the consent of the Company if such amendments, modifications or waivers would impose new or additional conditions or otherwise amend, modify or waive any of the conditions to the receipt of the Financing in a manner that may cause any delay in the satisfaction of the conditions set forth in Article VIII (including with respect to approvals required under any Gaming Laws). Notwithstanding anything in this Agreement to the contrary, one or more Debt Financing Commitments may be superseded at the option of Parent and Merger Sub after the date hereof but prior to the Effective Time by new debt financing commitments (the “New Financing Commitments”) which replace existing Debt Financing Commitments; provided, that the terms of the New Financing Commitments shall not (A) impose new or additional conditions or adversely amend the existing conditions to the receipt of the Financing as set forth in the Debt Financing Commitments or (B) cause or increase the possibility of causing any delay in the satisfaction of the conditions set forth in Article VIII. In such event, the Contractor term “Financing Commitments” as used herein shall be deemed to include the Financing Commitments that are not require OTP/NTP providers to submit cost reports so superseded at the time in question and the New Financing Commitments to the Contractor for the purpose of cost settlementextent then in effect.

Financing. A. Payment (a) The Company and its Subsidiaries shall use their commercially reasonable efforts and cooperate with Parent and its agents and representatives in order for Services 1Parent to satisfy the conditions and obligations contained in the Financing Commitment Letter, including, without limitation, providing reasonable access to the books and records, officers, directors, agents and other representatives of the Company and its Subsidiaries, providing all financial statements and financial and other information that would be required in an offering of debt securities on a Form S-1, including without limitation three full years of financial statements audited by a "big four" auditing firm, any interim period financial statements that would be required by the Securities and Exchange Commission ("SEC") For claiming Federal Financial Participation (FFPreviewed in accordance with Statement of Accounting Standards (SAS) 100), and any pro forma financial statements that would be required by the Contractor SEC in the Form S-1, assistance and cooperation with the preparation of standard confidential memoranda and related materials, providing customary certification to placement agents and auditors, participating in any "road shows" or lenders meetings, using commercially reasonable efforts to cause the Company's accountants to provide comfort letters to any underwriters or initial purchasers consistent with SAS 72 (as amended), including without limitation standard negative assurance on any interim period or pro forma financial statements, and marketing any securities and syndicating bank loans; provided, however, that notwithstanding anything to the contrary set forth herein, Parent and/or Acquisition Sub shall certify not distribute any confidential memoranda, bank presentations or related documents or materials or otherwise disclose any confidential information with respect to the total allowable expenditures incurred Company, its Subsidiaries or any of their respective EXECUTION VERSION Affiliates prior to the Closing Date without the prior written consent of the Company, except for any disclosure to Parent's agents or representatives in providing accordance with the DMC-ODS Pilot program services terms and conditions of the Confidentiality Agreement, provided either through Contractor-operated providerssuch agents and/or representatives prior to such disclosure agree to be bound by the terms and conditions of the Confidentiality Agreement. Notwithstanding anything to the contrary set forth herein, contracted fee-for- service providers neither the Company nor any of its Subsidiaries shall be required to enter into any loan agreement, underwriting or contracted managed care plansnote purchase or placement agreement, registration rights agreement, registration statement, indenture, pledge or security agreement or any related documents or certificates prior to the Closing Date, except the Company shall not unreasonably withhold or delay its agreement to sign a placement agreement with an initial purchaser of debt securities to be sold by the Company in accordance with Rule 144A of the Securities Act of 1933, as amended, pursuant to an offering memorandum or other similar materials reasonably acceptable to the Company; provided, however, that such placement agreement shall be reasonably acceptable to the Company and shall provide that neither the Company, nor any of its Subsidiaries shall have any Liability thereunder prior to the Closing arising out of, resulting from or pursuant to such agreement and that none of the respective officers, directors or Affiliates of the Company or any of its Subsidiaries shall have any Liability at any time arising out of, resulting from or pursuant to such agreement. 2(b) DHCS Parent shall establish a Center for Medicare use commercially reasonable efforts to obtain the financing described in the Financing Commitment Letter and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available Equity Commitment Letters in order to DHCSconsummate the Subject Transactions on the Closing Date. This DHCS approved CPE protocol (Attachment AA For the avoidance of any doubt, the consummation of the STCs) must explain Closing is not conditioned upon the process DHCS shall use equity contributions being provided to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed Parent pursuant to the state plan reimbursement methodologiesEquity Commitment Letters. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Subject to applicable Law, prior to the Closing, the Company shall, and shall cause the Company Subsidiaries to, and shall use commercially reasonable efforts to, cause its and the Company Subsidiaries’ Representatives to, provide all cooperation reasonably requested in writing by Parent in connection with Parent arranging financing with respect to the Company, the Company Subsidiaries or the Company Real Properties effective as of or after (FFPand conditioned on the occurrence of) the Partnership Merger Effective Time (collectively, the “Financing”), including using commercially reasonable efforts to (i) furnish to Parent and its financing sources such financial, statistical and other pertinent information and projections relating to the Contractor shall certify Company and the total allowable expenditures incurred Company Subsidiaries as may be reasonably requested by Parent, within the Company’s and the Company Subsidiaries’ control or reasonably available thereto or prepared by or for the Company or the Company Subsidiaries in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersordinary course of business, contracted fee-for- service providers or contracted managed care plans. 2(ii) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA make appropriate officers of the STCsCompany and the Company Subsidiaries available at reasonable times for a reasonable number of due diligence meetings and for participation in a reasonable number of meetings, presentations, road shows and sessions with rating agencies and prospective sources of financing, (iii) must explain assist Parent and its financing sources with the process DHCS preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents necessary, proper or advisable in connection with the Financing, (iv) reasonably cooperate with the marketing efforts of Parent and its financing sources for any Financing to be raised by Parent to complete the Mergers and the other transactions contemplated by this Agreement, (v) provide and execute documents as may be reasonably requested by Parent in connection with such Financing, including all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations (provided, that neither the Company nor any Company Subsidiary shall be required to enter into any agreement related to any Financing that is not effective as of or immediately prior to or conditioned on the occurrence of the Partnership Merger Effective Time), (vi) as may be reasonably requested by Parent, following the obtainment of the Company Requisite Vote, form new direct or indirect Company Subsidiaries pursuant to documentation reasonably satisfactory to Parent and the Company, (vii) as may be reasonably requested by Parent, following the obtainment of the Company Requisite Vote and provided such actions would not adversely affect the Tax status of the Company or Company Subsidiaries or cause the Company to be subject to additional Taxes that are not indemnified by Parent under the last sentence of this Section 5.15(a), transfer or otherwise restructure its ownership of existing Company Subsidiaries, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to Parent and the Company, (viii) provide timely access to diligence materials, appropriate personnel and properties during normal business hours and on reasonable advance notice to allow sources of financing and their representatives to complete all reasonable due diligence, (ix) provide reasonable assistance with respect to the review and delivery of guarantees and granting of mortgages, pledges and security interests in collateral for the Financing, and using commercially reasonable efforts to obtain any consents associated therewith, (x) to the extent reasonably requested by a financing source, using commercially reasonably efforts to obtain estoppels and certificates from tenants, lenders, managers, franchisors, ground lessors and counterparties to REAs in form and substance reasonably satisfactory to any potential financing source, (xi) cooperate in connection with the repayment or defeasance of any existing indebtedness of the Company or any Company Subsidiaries as of the Partnership Merger Effective Time and the release of related Liens, including delivering such payoff, defeasance or similar notices under any existing loans of the Company or any of Company Subsidiaries as reasonably requested by Parent, (xii) to the extent requested by Parent, obtain accountants’ comfort letters and consents to the use of accountants’ audit reports relating to the Company and the Company Subsidiaries, (xiii) provide any rating agency the representations required under Rule 17g-5 of the Exchange Act and assist Parent in complying therewith and, to the extent required in accordance with Rule 15Ga-2 of the Exchange Act, file any third-party due diligence reports on Form ABS-15G, and (xiv) to the extent reasonably requested by a financing source, permit Parent and its Representatives to conduct appraisal and environmental and engineering inspections of each real estate property owned and, subject to obtaining required third party consents with respect thereto (which the Company shall use reasonable efforts to determine obtain), leased by the Company or any of the Company Subsidiaries (provided, however, that (A) neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any such property, (B) Parent shall schedule and coordinate all inspections with the Company in accordance with Section 5.2(a), and (C) the Company shall be entitled to have representatives present at all times during any such inspection); provided, however, that nothing herein shall require such cooperation to the extent it would (i) unreasonably interfere with the business or operations of the Company or the Company Subsidiaries or require the Company to agree to pay any fees, reimburse any expenses, or incur any liability or give any indemnities prior to the Partnership Merger Effective Time (except those fees and expenses for which the Company is reimbursed by Parent), (ii) cause the Company or the Company Subsidiaries to be an issuer or other obligor under the Financing prior to the Partnership Merger Effective Time or (iii) (A) contravene any applicable Law or conflict with or violate the organizational documents of the Company or any Company Subsidiary, (B) result in any breach or violation of or constitute a default by the Company or any Company Subsidiary thereof under, or give to others any right of termination, amendment, acceleration or cancellation of any Company Material Contract to which the Company or any Company Subsidiary thereof is a party or by which the Company or a Company Subsidiary thereof or their respective properties or assets is bound or (C) require the Company or any Company Subsidiaries to disclose information subject to any attorney-client, attorney work product or other legal privilege (provided, that the Company shall use commercially reasonable efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not result in a loss of attorney client (or other legal) privilege). None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the request of Parent set forth in this Section 5.15(a). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including reasonable legal fees and disbursements) incurred by the Company or the Company Subsidiaries in performing their obligations under this Section 5.15(a), and indemnify the Company and the Company Subsidiaries for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by the Company or any of the Company Subsidiaries arising therefrom (and in the event the Mergers and the other transactions contemplated by this Agreement are not consummated, Parent shall promptly reimburse the Company for any reasonable out-of-pocket costs incurred by the counties Company or the Company Subsidiaries not previously reimbursed). (b) For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in Section 5.15(a) represent the sole obligation of the Company, the Company Subsidiaries and their respective Representatives with respect to cooperation in connection with any indebtedness or the arrangement of any modifications thereto, or the arrangement of any financing (including, for the avoidance of doubt, the Financing) to be obtained by Parent, Merger Sub I or Merger Sub II with respect to the transactions contemplated by this Agreement and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent, Merger Sub I, Merger Sub II or any of their respective affiliates or any other financing or other transactions (including any consents, waivers, amendments or other modifications with respect to indebtedness of the Company and the Company Subsidiaries) be a condition to any of Parent’s, Merger Sub I’s or Merger Sub II’s obligations under this demonstrationAgreement. 3(c) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of All nonpublic or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent, Merger Sub I, Merger Sub II or their respective Representatives pursuant to this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services Section 5.15 shall be reimbursed pursuant kept confidential in accordance with the Confidentiality Agreement. Notwithstanding anything to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then contrary in the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claimConfidentiality Agreement, the Contractor Company agrees that Parent and its Representatives may submit initiate contact with and pursue potential debt financing sources in connection with the claim to DMC and is eligible to receive payment up transactions contemplated by this Agreement, in each case subject to the maximum DMC rate for confidentiality and use restrictions applicable to “Representatives” (as defined in the service, less the amount of the payment made by the OHC. B. Rate Setting 1Confidentiality Agreement) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Codethe Confidentiality Agreement. For the avoidance of doubt, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all without the prior written consent of the Company, Parent and its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect affiliates and submit this data its and their Representatives to the DHCS Rates Setting Work Group upon its request for the purpose extent acting on behalf of setting the OTP/NTP rates after the expiration of the DMCParent will not enter into with any such potential lenders any exclusivity, lock-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant up or other agreement, arrangement or understanding, whether written or oral, that may reasonably be expected to W&I Codelimit, Section 14124.24(h)restrict, restrain or otherwise impair in any manner, directly or indirectly, the Contractor ability of such potential lender to provide financing or other assistance to any other Person in respect of a Company Acquisition Proposal (provided that the foregoing shall not require OTP/NTP providers to submit cost reports to prohibit the Contractor for the purpose establishment of cost settlementcustomary “tree” arrangements).

Financing. A. Payment for Services (1) For claiming Federal Financial Participation The Seller shall use commercially reasonable efforts to cause its Affiliates, shareholders, directors, officers, employees and advisors (FFPincluding financial advisors and legal counsel) to provide to the Purchaser or Parent Guarantor any co-operation reasonably requested by the Purchaser or the Parent Guarantor in connection with the Financing, including: (a) furnishing the Purchaser or the Parent Guarantor and the Financing Sources, as promptly as reasonably practicable, with financial and other pertinent information regarding the Operations as may reasonably be requested in writing by the Purchaser or the Parent Guarantor; (b) upon reasonable notice and in reasonably - 64 - convenient locations, making senior management of the Operations available to participate in a reasonable number of meetings, presentations and other sessions with prospective lenders, investors and rating agencies in connection with the Financing; (c) assisting with the preparation of customary materials for rating agency presentations (and assisting in the obtaining of corporate, credit and facility ratings from ratings agencies), offering documents, private placement memoranda, bank information memoranda, prospectuses and all other materials to be used in connection with the Contractor shall certify Financing (including customary authorization and management representation letters) and all documentation and other information required in connection with applicable “know your customer” and anti-money laundering rules and regulations; (d) taking all corporate actions, subject to and only effective upon the total allowable expenditures incurred in providing occurrence of the DMC-ODS Pilot program services provided either through Contractor-operated providersClosing, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare required to permit the consummation of the Financing and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is to permit the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol the Purchaser or the Parent Guarantor, and (Attachment AA of e) otherwise taking actions within its control to co-operate in satisfying the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions precedent set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateany definitive document related to the Financing. a(2) The Contractor Notwithstanding anything to the contrary contained in this Agreement, the Seller hereby waives any rights or claims against any Financing Source in connection with this Agreement, the Financing or in respect of any other document or theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral representations made or alleged to be made in connection herewith or therewith and the Seller agrees not to commence any action or proceeding against any Financing Source in connection with this Agreement, the Financing or in respect of any other document or theory of law or equity in connection therewith and agrees to cause any such action or proceeding asserted by the Seller in violation of the prohibition on commencing actions or proceedings contained in this Section 6.6(2) and in connection with this Agreement, the Financing or in respect of any other document or theory of law or equity in connection therewith against any Financing Source to be dismissed or otherwise terminated. (3) Seller shall, with the assistance of its auditors, assist the Parent Guarantor and Purchaser in the preparation of such prospectus (including any required annexes, schedules or exhibits thereto). Without limiting the generality of the foregoing, the Seller shall: (i) cause its Affiliates, directors, officers, employees and advisors (including auditors, financial advisors and legal counsel) to provide the Parent Guarantor and Purchaser with all information regarding the Operations, Purchased Assets, Assumed Obligations required to be included in the prospectus, (ii) respond, and assist in the response, to requests from the applicable securities regulator in connection with the prospectus and (iii) prepare the Carve-out Financial Statements for inclusion in the prospectus. Seller shall obtain any necessary consents from any of its auditors and other advisors to the use of any financial, technical or other expert information required to be included in the prospectus (including the Carve-out Financial Statements). Seller shall ensure that information included in the prospectus and Carve-out Financial Statements is complete and accurate in all material respects, complies in all material respects with applicable Laws and, without limiting the generality of its contracted OTP/NTP providers provide it with the foregoing, does not include any misrepresentation concerning the Seller, the Purchased Assets and the Seller’s financial data on an annual basiscondition, the material terms of the Purchased Assets, or omit a fact necessary to make a statement not misleading. The Contractor Seller shall collect and submit this data to promptly notify the DHCS Rates Setting Work Group upon its request for Seller if it becomes aware of any misrepresentation (as defined under applicable securities Laws) contained in the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot programprospectus. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP)From the date hereof until Closing, the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersCompany will, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA will cause each of the STCsGroup Companies to, and will use its commercially reasonable efforts to cause its and their respective representatives to, provide to Parent and the Merger Sub such customary cooperation as may be reasonably requested by Parent and the Merger Sub to assist them in causing the conditions in the Debt Financing Commitment to be satisfied and such customary cooperation as is otherwise reasonably requested by Parent and the Merger Sub solely in connection with obtaining the Debt Financing, which commercially reasonable efforts will include: (i) must explain causing members of the process DHCS management teams of the Group Companies with appropriate seniority and expertise, including their senior executive officers, and external auditors to assist in preparation for and to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, in each case upon reasonable notice; (ii) using reasonable commercial efforts to assist with the timely preparation of customary rating agency presentations, road show materials, bank information memoranda, credit agreements, bank syndication materials, offering documents and similar customary documents required in connection with the Debt Financing, including the marketing and syndication thereof and executing customary authorization letters authorizing the distribution of information about the Group Companies to prospective lenders; provided that any such bank information memoranda, bank syndication materials, offering documents and similar documents will contain disclosure and pro forma financial statements reflecting the Group Companies as the obligors; (iii) furnishing Parent and the Merger Sub, promptly following Parent’s or the Merger Sub’s request, with all Required Information, and using commercially reasonable efforts to assist Parent and the Merger Sub with their preparation of pro forma financial information and projections to be included in any bank information memoranda; provided that the Group Companies will not be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information; (iv) using commercially reasonable efforts to assist Parent and the Merger Sub in obtaining corporate and facilities ratings in connection with the Debt Financing; (v) assisting Parent and the Merger Sub in their negotiation of definitive financing documents, including assisting Parent and the Merger Sub with any guarantee and collateral documents and providing Parent and the Merger Sub with any information reasonably necessary to complete customary closing and perfection certificates as may be required in connection with the Debt Financing and other customary documents required in connection with the Debt Financing as may be reasonably requested by Parent or the Merger Sub; (vi) assisting with the execution, preparing and delivering of original stock certificates and original stock powers (or, if any, similar documents for limited liability companies) in connection with the Debt Financing (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date, assisting with the procurement of insurance endorsements from the insurance policy underwriters of the Group Companies on or prior to the Closing Date, assisting with Parent’s and the Merger Sub’s negotiation of deposit account control agreements with the financial institutions with which the Group Companies maintain securities and deposit accounts and taking reasonable actions necessary or appropriate to permit Parent and the Merger Sub to evaluate the Group Companies’ assets and liabilities and contractual arrangements for purposes of establishing guarantee and collateral arrangements; and (vii) subject to Section 5.02, taking reasonable actions necessary or appropriate to permit the Financing Sources, by or on behalf of the providers of the Debt Financing, to evaluate, examine or audit the Group Companies, including their respective inventory and other customary borrowing base assets, in each case as reasonably requested by Parent; provided that (A) the foregoing cooperation will not be required to the extent it would unreasonably interfere with the business or the other operations of any Group Company, (B) no Group Company or any of its Affiliates will be required to pay any commitment or other similar fee or take any action that would subject it to any other liability in connection with the Debt Financing prior to the Closing or any other cost, expense or fee or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing, (C) if this Agreement is terminated for any reason, Parent shall use to determine reimburse the Group Companies for all reasonable out-of-pocket costs incurred by any Group Company at the counties request of Parent in connection with this Section 5.09, and (D) no Group Company shall be required to pay any commitment or other similar fee or incur any other cost or expense (other than the payment of reasonable out-of-pocket costs, subject to reimbursement by Parent pursuant to clause (C)) that is not simultaneously reimbursed by Parent in connection with the Debt Financing prior to the Closing. Parent and the Merger Sub acknowledge and agree that no Group Company nor any of its Affiliates or any of its directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) will have any responsibility for, or incur any liability to any Person under or in connection with, the arrangement of the Debt Financing or any Substitute Financing that Parent or the Merger Sub may raise in connection with the transactions contemplated by this demonstrationAgreement. The Company will and will cause each of the Group Companies to furnish Parent and the Merger Sub promptly, and in any event at least five Business Days prior to the Closing Date (to the extent requested within eight Business Days prior to the Closing Date), with all documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. 3(b) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement Parent and the approved Intergovernmental Agreement is executed Merger Sub will (i) promptly upon request by the Contractor’s County Board of Supervisors. During this timeCompany, state plan DMC services shall be reimbursed pursuant to reimburse the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate Company for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Company and its representatives in connection with financial data on an annual basisany cooperation contemplated by this Section 5.09 and (ii) indemnify the Company, its Subsidiaries and its and their representatives against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), expense (including reasonable and documented out-of-pocket attorneys’ fees) or settlement payment incurred as a result of such cooperation, except to the extent such indemnification arises out of gross negligence, bad faith, material breach or willful misconduct of the Company. In the event of consummation of the Merger, any such documented amounts (i) paid by the Company and not reimbursed prior to the Closing or (ii) otherwise included as Liabilities in the calculation of Net Working Capital, will be credited back to the Company in the calculation of Cash or Net Working Capital, as applicable. The Contractor shall collect and submit this data Company hereby consents to the DHCS Rates Setting Work Group upon use of its request for logos in connection with the purpose Debt Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Company or any of setting its Subsidiaries or the OTP/NTP rates after the expiration reputation or goodwill of the DMC-ODS Pilot programCompany or any of its Subsidiaries. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3(c) Pursuant to W&I CodeAll non-public, Section 14124.24(h)confidential or other Evaluation Material (as defined in the Confidentiality Agreement) obtained by Parent, the Contractor shall not require OTP/NTP providers Merger Sub or their respective representatives pursuant to submit cost reports this Section 5.09, or otherwise, in connection with the Debt Financing, will be kept confidential in accordance with the Confidentiality Agreement. The Company’s obligations under this Section 5.09 are the sole obligations of the Company with respect to the Contractor for the purpose Debt Financing and no other provision of cost settlementthis Agreement will be deemed to expand or modify such obligation.

Financing. A. Payment (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting, of the Company and its Subsidiaries to, provide to Parent all cooperation reasonably requested by Parent in connection with the arrangement of the Financing, including, without limitation, (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for Services 1rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents required in connection with the Financing; provided, however, that any private placement memoranda or prospectuses in relation to high yield debt or equity securities need not be issued by the Company or any of its Subsidiaries; provided, further that, any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) For claiming Federal Financial Participation using reasonable best efforts to cause its independent accountants to provide assistance and cooperation to Parent, including but not limited to participating in a reasonable number of drafting sessions and accounting due diligence sessions, providing consent to Parent to use their audit reports relating to the Company and providing any necessary "comfort letters", (FFPiv) executing and delivering definitive financing documents, including pledge and security documents or other certificates, legal opinions or documents as may be reasonably requested by Parent (including certificates of the chief financial officer of the 49 Company or any Subsidiary with respect to solvency matters) and otherwise reasonably facilitating the pledging of collateral; provided that no obligation of the Company or any of its Subsidiaries under any such agreement, document or pledge shall be effective until the Effective Time; (v) providing access to people and information as set forth in Section 6.4; (vi) using reasonable best efforts to obtain surveys and title insurance reasonably requested by Parent, (vii) as promptly as practicable, use reasonable best efforts to furnish to Parent and its Financing sources with all financial and other pertinent information regarding the Company reasonably requested by Parent including all financial statements and data of the type required by Regulation S-X and Regulation S-K, including audits thereof to the extent so required (which audits shall be unqualified), and the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare other accounting rules and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA regulations of the STCsSEC, that is of the type and form customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act at the time during the Company's fiscal year such offerings will be made (the "Required Financial Information"), (viii) must explain taking all actions reasonably necessary to (A) permit the process DHCS prospective lenders involved in the Debt Financing to evaluate the Company's current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that no right of any lender, nor obligation of the Company or any of its Subsidiaries, thereunder shall use be effective until the Effective Time; (ix) entering into one or more credit or other agreements on terms reasonably satisfactory to determine Parent in connection with the Financing immediately prior to the Effective Time; provided that, the Company shall not be required to enter into any purchase agreement for any high-yield debt financing; provided further that no obligation of the Company or any of its Subsidiaries under such credit or other agreement shall be effective until the Effective Time; and (x) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Financing and the direct borrowing or incurrence of all of the proceeds of the Financing, including any high yield debt financing, by the Surviving Corporation immediately following the Effective Time; provided, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries; provided further that neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Financing prior to the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the counties under this demonstrationCompany or any of its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries), except to the extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from or arose out of the willful misconduct of the Company or any of its Subsidiaries. The Company hereby consents to the use of its and its Subsidiaries' logos as may be reasonably necessary in connection with the Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of it Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks. 3(b) The Contractor Subject to the provisions of Section 6.9(d), Parent shall only provide state plan DMC services until DHCS use its reasonable best efforts to take, or cause to be taken, all actions and CMS approve to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions reflected in the Debt Commitment Letters or on other terms no less favorable, in the aggregate, to Parent, (ii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in such definitive agreements that are within their control, (iii) consummate the Debt Financing at or prior to Closing and (iv) enforce its rights under the Debt Commitment Letters. In furtherance of the provisions of this Intergovernmental Agreement Section 6.9(b), one or more Debt Commitment Letters may be amended or superseded to replace or add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letters as of the date hereof, or otherwise in manner not less beneficial to Parent (as determined in the reasonable judgment of Parent) (the "New Debt Financing Commitments"), provided that the New Debt Financing Commitments shall not (i) expand or adversely amend the conditions to the Debt Financing set forth in the Debt Commitment Letters, in any material respect; (ii) reasonably be expected to delay or prevent the Closing; or (iii) reduce the aggregate amount of Debt Financing (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable to Parent than the terms set forth in the Equity Commitment Letters). Upon and from and after each such event, the term "Debt Financing" as used herein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letters that are not so superseded at the time in question and the approved Intergovernmental Agreement is executed New Debt Financing Commitments to the extent then in effect. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters for any reason, Parent shall use its reasonable best efforts to obtain alternative financing from alternative sources ("Alternative Financing") on terms that are not less favorable, in the aggregate, to Parent then as contemplated by the Contractor’s County Board Debt Commitment Letters as promptly as practicable following the occurrence of Supervisorssuch event, but in any event no later than the last day of the Marketing Period. During In furtherance and not in limitation of the generality of the foregoing, in the event that (x) all or any portion of the Debt Financing structured as high yield financing has not been consummated, (y) all closing conditions contained in Sections 7.1, 7.2(a) and 7.2(b) shall have been satisfied or waived and (z) the bridge facilities contemplated by the Debt Financing Commitments (or alternative bridge financing obtained in accordance with this time, state plan DMC services shall be reimbursed pursuant to Section 6.9(b)) are available on the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 terms and 22 CCR 51005(aconditions described in the Debt Financing Commitments (or replacements thereof as contemplated by this Section 6.9(b), if a beneficiary has Other Heath Coverage (OHC), then Parent shall cause the Contractor proceeds of such bridge financing to be used to replace such high yield financing no later than the last day of the Marketing Period. Parent shall bill keep the Company reasonably apprised as to the status of, and any material developments relating to, the Financing. (c) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Equity Financing, including using reasonable best efforts to (i) maintain in effect the Equity Commitment Letters, (ii) satisfy on a timely basis all conditions applicable to Parent in such Equity Commitment Letters that OHC are within its control, if any, (iii) consummate the Equity Financing at or prior to billing DMC to receive either payment from Closing and (iv) enforce its rights under the OHC, or a notice of denial from the OHC indicating that:Equity Commitment Letters. a(d) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit In furtherance of the OHC. If provisions of Section 6.9(c), Parent and Merger Sub may enter into arrangements and agreements relating to the Contractor submits a claim financing to an OHC add other equity 51 providers, so long as in respect of any such arrangements and receives partial payment of the claimagreements, the Contractor may submit following conditions are met: (i) the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the aggregate amount of the payment made by Equity Financing is not reduced; (ii) the OHC. B. Rate Setting 1arrangements and agreements, in the aggregate, would not be reasonably likely to delay or prevent the Closing; (iii) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve arrangements and agreements would not diminish or deny those proposed rates to determine if release the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration obligations of the DMC-ODS Pilot programInvestors to Parent or Merger Sub under the Equity Commitment Letters, adversely affect the rights of Parent or Merger Sub to enforce their rights against the Investors under the Equity Commitment Letters, or otherwise constitute a waiver or reduction of Parent's or Merger Sub's rights under the Equity Commitment Letters. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare Parent and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS Acquisition Sub shall use their reasonable best efforts to determine costs incurred by obtain the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process Financing as set forth in W&I Codethe Financing Letters; provided, however, that notwithstanding anything in this Agreement to the contrary, Parent and Acquisition Sub shall be entitled to obtain, in their sole discretion, substitute debt financing in place of some or all of the Financing provided thereunder (“Substitute Debt Financing”) with one or more other nationally recognized financial institutions if, and only if, such Substitute Debt Financing would not (i) delay the consummation of the Merger past February 15, 2006 and (ii) prevent the delivery of the solvency letter contemplated by Section 14021.515.13. (b) From the date of this Agreement until the Effective Time, the Company agrees to provide, and shall cause its Subsidiaries to provide, and will use its reasonable best efforts to cause their respective Representatives to provide, all cooperation reasonably requested by Parent in connection with the arrangement of, and the negotiation of agreements with respect to, the Financing (and any substitutions, replacements or refinancing thereof), including using reasonable best efforts to (i) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions each conducted at the expense of Parent, (ii) assist with the preparation of disclosure documents in connection therewith, (iii) execute and deliver any pledge and security documents or other definitive financing documents as may be reasonably requested by Parent, (iv) direct (A) its independent accountants and counsel to provide reasonable assistance to Parent, including requesting that such accountants provide consent to Parent to use their audit reports and SAS 100 reviews relating to the Company and its Subsidiaries and, at the expense of Parent, to provide any necessary "comfort letters" in connection with the Financing and (B) appropriate officers to sign any customary management representation letters to its independent accountants and (v) solicit and cause to be delivered such certificates, affidavits and instruments (including affidavits of title, survey affidavits, estoppel certificates and lien waivers), legal opinions and other documents, in each case, as may be reasonably requested by Parent or reasonably required by any Lender or title insurance company and, in each case, at the expense of Parent. (c) The Company shall (i) continue its cash tender offer (the "Debt Offer") to purchase any and all of the Senior Notes and (ii) solicit the consent of the holders of the Senior Notes regarding certain amendments (the "Indenture Amendments") to the covenants contained in the Indenture, dated as of March 12, 1992, by and between the Company and First Trust National Association, as trustee. Such offer to purchase and consent solicitation shall not be amended or altered without the Parent's and Acquisition Sub's written consent and shall be made in accordance with the written terms and conditions provided, from time to time, by Parent to the Company and Applicable Law. The Contractor Company shall reimburse all OTP/NTP providers at this ratenot, without Parent's and Acquisition Sub's prior consent, waive any condition to the Debt Offer or Indenture Amendments, including (x) the condition in the Debt Offer regarding the completion of the transactions contemplated by the Badger Merger Agreement and (y) as described in the written terms and conditions provided by Parent to the Company from time to time. a(d) The Contractor Prior to the Closing but following the Company Shareholder Approval, at the request of Parent, the Company shall ensure that all cause each of its contracted OTP/NTP providers provide it with financial data on an annual basisSubsidiaries that is treated as a corporation for U.S. federal income tax purposes, to either merge into the Company, convert into a limited liability company, or merge into a limited liability company such that, under U.S. federal income tax law, the Company will succeed to the earnings and profits of each such Subsidiary. The Contractor Company shall collect and submit cooperate with reasonable requests of Parent in this data regard. The Company shall not make any election inconsistent with treating such Subsidiaries following conversion or merger into a limited liability company as disregarded entities for U.S. federal income tax purposes. Notwithstanding the foregoing, the Company shall not be required to take any of the foregoing actions that would result in material liability or cost to the DHCS Rates Setting Work Group upon its request Company unless Parent shall first agree to reimburse the Company for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot programsuch liability or cost. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment (a) Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives to, at Parent’s sole cost and expense for Services any and all out-of-pocket expenses, provide all cooperation reasonably requested by Parent with reasonable notice in connection with the Financing, including (i) participation in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and financial statements (including those required by the SEC) and similar documents required in connection with the Financing, provided that neither the Company nor any of its Subsidiaries needs to be the issuer of any such presentations, documents, memoranda or prospectuses, (iii) furnishing Parent and its Financing source with readily-available historical financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all historical financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act, to use in connection with any financing transaction executed in connection with the transactions contemplated hereby, and (iv) using commercially reasonable efforts to obtain accountants’ comfort letters, legal opinions, surveys, affidavits and title insurance as may be requested by Parent; provided that nothing contained in this Section 7.09 shall require such cooperation to the extent that it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 7.09 (x) to pay any commitment or other similar fee prior to the Effective Time that is not advanced or simultaneously reimbursed by Parent, or (y) to incur any out-of-pocket expense unless such expense is advanced or simultaneously reimbursed by Parent. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement suffered or incurred by them and any claims made against them in connection with (1) For claiming Federal Financial Participation any action taken by them at the request of Parent or Merger Sub pursuant to this Section 7.09 or (FFP2) any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries), and this indemnification shall survive termination of this Agreement. All material, non-public information regarding the Contractor Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 7.09(a) shall certify be kept confidential by them in accordance with the total allowable expenditures incurred Confidentiality Agreement except for disclosure to potential investors as required in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plansFinancing subject to customary confidentiality protections. 2(b) DHCS Parent shall establish use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms and conditions described in the Financing Commitment, including (i) using reasonable best efforts to (x) satisfy on a Center for Medicare timely basis all terms, covenants and Medicaid Services conditions set forth in the Financing Commitment; (CMSy) approved Certified Public Expenditure enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitment; and (CPEz) protocol before FFP associated consummate the Financing at or prior to Closing; and (ii) seeking to enforce its rights under the Financing Commitment and to cause the Persons providing such Financing to fund the Financing required to consummate the Merger on the Closing Date (including taking enforcement action to cause such lenders and other Persons to provide such Financing). Parent will furnish correct and complete copies of all such definitive agreements to the Company promptly upon their execution. (c) Parent shall keep the Company informed with Pilot program services is made available respect to DHCS. This DHCS approved CPE protocol (Attachment AA all material activity concerning the status of the STCsFinancing contemplated by the Financing Commitment and shall give the Company prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within two Business Days, if at any time (i) must explain the process DHCS Financing Commitment shall expire or be terminated for any reason, (ii) the financing source that is a party to the Financing Commitment notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, or (iii) for any reason Parent no longer believes in good faith that it will be able to obtain all or any portion of the Financing contemplated by the Financing Commitment on the terms described therein. Parent shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company, take or fail to take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Financing Commitment or any Alternate Financing contemplated by any New Commitment Letter. Parent shall not amend or alter, or agree to amend or alter, the Financing Commitment in any manner that would prevent or materially impair or delay the consummation of the Merger or any of the other transactions contemplated hereby without the prior written consent of the Company. (d) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitment or the Financing Commitment shall be terminated or modified in a manner materially adverse to Parent for any reason, Parent shall use its reasonable best efforts to determine costs incurred by arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement Merger and the approved Intergovernmental Agreement is executed by other transactions contemplated hereby (“Alternate Financing”) and to obtain, and, if obtained, will provide the Contractor’s County Board Company with a copy of, a new financing commitment that provides for at least the same amount of Supervisors. During this timefinancing as the Financing Commitment as originally issued, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant extent needed to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then fund the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claimMerger Consideration as provided herein (including for the Company Options as provided herein), all other necessary payments by it, Merger Sub or the Contractor may submit Surviving Corporation in connection with the claim Merger (including the refinance, repurchase or repayment of outstanding indebtedness or other obligations of the Surviving Corporation) and all of the related fees and expenses, and on terms and conditions (including termination rights and funding conditions) no less favorable to DMC Parent or Merger Sub than those included in the Financing Commitment (the “New Commitment Letter”). To the extent applicable, Parent shall use its reasonable best efforts to take, or cause to be taken, all things necessary, proper or advisable to arrange promptly and is eligible consummate the Alternate Financing on the terms and conditions described in any New Commitment Letter, including (i) using reasonable best efforts to receive payment up (x) satisfy on a timely basis all terms, covenants and conditions set forth in the New Commitment Letter; (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the New Commitment Letter; and (z) consummate the Alternate Financing at or prior to the maximum DMC rate for Closing and (ii) seeking to enforce its rights under the serviceNew Commitment Letter and to cause the lenders and other Persons providing such Alternate Financing to fund the Alternate Financing required to consummate the Merger on the Closing Date (including taking enforcement action to cause such lenders and other Persons to provide such Alternate Financing). In the event Alternate Financing is obtained and a New Commitment Letter is entered into, less references in this Agreement to the Financing Commitment shall be deemed to include the New Commitment Letter, as applicable, and references to the Financing shall be deemed to include the Alternate Financing. (e) It is expressly understood and agreed that Parent’s obligations to consummate the Merger on the terms and conditions specified herein are not subject to a financing condition or the results of Parent’s efforts to obtain the full amount of the payment made by Financing required to effect the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group Closing pursuant to Section 2.01 hereof and to satisfy its obligations under Article III hereof, including depositing (or causing to be deposited) with the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse Paying Agent sufficient funds to make all OTP/NTP providers at this ratepayments pursuant to Article III hereof. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation Subject to the terms and conditions of this Agreement, Parent shall use its commercially reasonable best efforts to arrange the Financing on the terms and conditions described in the Financing Documents; provided that Parent and Merger Sub may amend or modify the Financing Documents, and/or elect to replace all or any portion of the Debt Financing and/or Equity Financing with alternative debt and/or equity financing on terms and conditions not materially less favorable, in the aggregate, from the standpoint of the Company than the terms and conditions as set forth in the Financing Documents as in effect on the date hereof (FFPthe “Alternative Financing”), in each case so long as the Contractor aggregate proceeds of the Financing (as amended or modified) and/or any Alternative Financing, when added to the Deposited Available Cash, will be sufficient for Merger Sub and the Surviving Company to pay (i) the Merger Consideration, and (ii) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby. The Company acknowledges and agrees that Parent and Merger Sub shall certify have the total allowable expenditures incurred right to apply any amount of the Available Cash towards payment of the Exchange Fund and shall cooperate with Parent and Merger Sub to deposit such Available Cash with the Paying Agent in providing the DMC-ODS Pilot program services Exchange Fund immediately prior to the Effective Time; provided either through Contractor-operated providers, contracted fee-for- service providers that in no event shall such use of the Available Cash render any Group Company or contracted managed care plansthe Group Companies on a consolidated basis to be Insolvent immediately after the Closing. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Parent and Merger Sub, all reasonable cooperation as may be requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing and the Transactions, including, without limitation, (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the OHC. If Company with representatives of Parent and its Debt Financing and/or Alternative Financing sources, (ii) assisting in the Contractor submits a claim preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to an OHC obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and receives partial payment delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Parent and its Debt Financing and/or Alternative Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and its Debt Financing and/or Alternative Financing sources but subject to customary confidentiality undertakings reasonably acceptable to the Company, (iv) cooperating with advisors, consultants and accountants of Parent or its Debt Financing and/or Alternative Financing sources with respect to the conduct of any examination, appraisal or review of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount financial condition or any of the payment made by assets or liabilities of the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve Company or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed ratesany Subsidiary, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request including for the purpose of setting establishing collateral eligibility and values, (v) obtaining legal opinions from the OTP/NTP rates after Company’s legal counsel and facilitating the expiration securing or pledging of collateral and executing and delivering any pledge and security documents, commitment letters, underwriting or placement agreements or other definitive financing documents, (vi) taking all actions reasonably necessary to (1) permit the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data prospective lenders involved in the Debt Financing and/or any Alternative Financing to evaluate the Company’s current assets, cash management and DHCS shall approve a final format. 3) Pursuant to W&I Codeaccounting systems, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor policies and procedures relating thereto for the purpose of cost settlementestablishing collateral arrangements and (2) establishing bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, (vii) entering into one or more credit or other agreements on terms satisfactory to Parent in connection with the Debt Financing and/or any Alternative Financing immediately prior to the Effective Time, (viii) furnishing Parent, Merger Sub and its Representatives promptly with all documentation and other information required with respect to the Debt Financing and/or any Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations but subject to customary confidentiality undertakings reasonably acceptable to the Company, (ix) using reasonable best efforts to obtain any necessary rating agencies’ confirmation or approval of the Debt Financing and/or Alternative Financing, and (x) taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing and/or Alternative Financing, including without limitations the execution and delivery of any other certificates, instruments or documents, and to permit the proceeds thereof, together with cash at the Group Companies, to be made available to the Company on the Closing Date to consummate the Merger. Nothing in this Section 6.07(b) shall require such cooperation to the extent it would require any Group Company to (i) to pay any commitment or other similar fee prior to the Effective Time, (ii) to incur any expense unless such expense is or will be reimbursed by Parent (it being understood, however, the Company shall bear all costs and expenses of its annual audit), or (iii) to take, or commit to taking, any action that is not contingent upon the Closing or would subject it to actual or potential liability prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse (or cause the applicable borrowers to reimburse) the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.07(b) and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities or losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing or Alternative Financing and any information used in connection therewith (except with respect to any information provided by or on behalf of the Company or any of its Subsidiaries), except in the event such liabilities or losses arose out of or resulted from fraud, gross negligence, recklessness or willful misconduct of the Company, its Subsidiaries or any of their respective Representatives. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company of any of its Subsidiaries.

Financing. A. Payment (a) Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives, including legal and accounting, to, provide all cooperation reasonably requested by Parent in connection with the Financing and the other transactions contemplated by this Agreement, including (i) participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for Services 1rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, (iii) For claiming Federal Financial Participation executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (FFPincluding a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral, in each case effective on or after the Effective Time, (iv) furnishing Parent and its Financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act in respect of foreign private issuers (as such term is defined under the Exchange Act), to consummate the Contractor shall certify offering of debt securities contemplated by the total allowable expenditures incurred Debt Financing Commitments, (v) using reasonable best efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent, (vi) using its commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within 25 days of the end of each month prior to the Closing Date, (vii) taking all actions reasonably necessary to (A) permit the prospective lenders involved in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersFinancing to evaluate the Company’s current assets, contracted fee-for- service providers cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) effective on or contracted managed care plans. 2after the Effective Time, establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, and (viii) DHCS shall establish a Center for Medicare taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is to permit the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol the Company (Attachment AA it being understood that (A) to the greatest Table of Contents extent practicable, the actions contemplated by this Section 7.9(a)(viii) shall not be required to be taken until immediately prior to the Closing and that prior to the taking of such actions, any current member of the STCsBoard of Directors may resign and (B) must explain if such member of the process DHCS Board of Directors resigns, the failure of any such director to take any such action shall use not constitute a failure to determine satisfy a condition to Closing). Parent shall, promptly upon request by the Company, reimburse, or cause its Affiliates to reimburse, the Company for all reasonable and documented out-of-pocket costs incurred by the counties under this demonstrationCompany or its Subsidiaries in connection with such cooperation. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company and its marks. 3(b) The Contractor Parent shall only provide state plan DMC services until DHCS use its reasonable best efforts to arrange the Debt Financing on the terms and CMS approve conditions described in the Debt Financing Commitments as promptly as practicable on the terms and conditions described in the Debt Financing Commitments, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no less favorable to Parent and Merger Sub and (ii) to satisfy on a timely basis all conditions applicable to Parent in such definitive agreements that are within its control. In the event that all conditions applicable to the Financing Commitments (other than in connection with the Debt Financing, the availability or funding of this Intergovernmental Agreement any of the Equity Financing) have been satisfied in Parent’s good faith judgment, Parent shall use its reasonable best efforts to cause the lenders and the approved Intergovernmental Agreement is executed other Persons providing such Financing to fund the Financing required to consummate the Merger on the Closing Date (including by taking enforcement action to cause such lenders and other Persons providing such Financing to fund such Financing). In the Contractor’s County Board event any portion of Supervisorsthe Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms no less favorable, taken as a whole, to Parent and Merger Sub (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event. During this time, state plan DMC services Parent and Merger Sub shall be reimbursed pursuant keep the Company reasonably apprised of material developments relating to the state plan reimbursement methodologiesFinancing. 4(c) Pursuant Parent shall not agree to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCany amendments or modifications to, or a notice of denial from grant any waivers of, any condition or other material provision under the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit Financing Commitments without the consent of the OHC. If the Contractor submits a claim to an OHC and receives partial payment Company if such amendments, modifications or waivers would impose new or additional conditions or otherwise amend, modify or waive any of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up conditions to the maximum DMC rate for the service, less the amount receipt of the payment made by Financing in a manner that would be reasonably likely to cause any material delay in the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except satisfaction of the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I Code, Section 14021.51Article VIII. The Contractor shall reimburse all OTP/NTP providers at Notwithstanding anything in this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data Agreement to the DHCS Rates Setting Work Group upon its request for contrary, one or more Debt Financing Commitments may be superseded at the purpose option of setting the OTP/NTP rates Parent and Merger Sub after the expiration Execution Date but prior to the Effective Time by new debt financing commitments (the “New Financing Commitments”) which replace existing Debt Financing Commitments; provided, that the terms of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup New Financing Commitments shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3not (A) Pursuant impose new or additional conditions to W&I Code, Section 14124.24(h)the receipt of the Financing as set forth in the Debt Financing Commitments in any material respect or (B) be reasonably likely to cause any material delay in the satisfaction of the conditions set forth in Article VIII. In such event, the Contractor term “Financing Commitments” as used herein shall be deemed to include the Financing Commitments that are not require OTP/NTP providers to submit cost reports so superseded at the time in question and the New Financing Commitments to the Contractor for the purpose extent then in effect. Table of cost settlement.Contents

Financing. A. Payment for Services 1) For claiming Federal Financial Participation At the sole cost and expense of Parent (FFPincluding the Company's reasonable attorneys' and other out-of-pocket fees and expenses), the Contractor Company shall certify use, and shall cause its Subsidiaries to use, commercially reasonable efforts to cooperate and assist Parent with respect to the total allowable expenditures incurred Financing. The Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide on a timely basis, all commercially reasonable cooperation in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA arrangement of the STCsDebt Financing as may be reasonably requested by Parent (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) must explain participation in meetings, drafting sessions and due diligence sessions led by Parent, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the process DHCS shall Company as may be reasonably requested by Parent, including without limitation all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act as well as of the type and form customarily included in private placements under Rule 144A of the Securities Act, (iii) assisting Parent and its financing sources and counsel in the preparation by Parent of (A) an offering document for any of the Debt Financing and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its financing sources for any of the Debt Financing, (v) providing and executing documents as may be reasonably requested by Parent, including a certificate of the chief financial officer of the Company or any of its Subsidiaries with respect to solvency matters and assisting Parent in obtaining comfort letters of the Company's accountants, consents of the Company's accountants for use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant their reports in any materials relating to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a)Debt Financing, if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit legal opinions of the OHC. If Company's counsel and surveys and title insurance with respect to the Contractor submits a claim to an OHC and receives partial payment Owned Real Property; (vi) assisting in the satisfaction of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I CodeExhibit C to the Senior Secured Financing Letter and in Section 3 of Bridge Financing Letter (in each case to the extent the satisfaction of such conditions requires actions by or cooperation of the Company or its Subsidiaries), Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a(vii) The Contractor shall ensure making senior officers and representatives of the Company reasonably available for presentations to ratings agencies, and (viii) reasonably facilitating the pledge of the Surviving Corporation's collateral; provided, that all none of the Company or any of its contracted OTP/NTP providers provide it Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with financial data on an annual basis. The Contractor shall collect and submit this data the Debt Financing prior to the DHCS Rates Setting Work Group upon Effective Time. All non-public or otherwise confidential information regarding the Company obtained by Parent or its request for representatives pursuant to this Section 6.4 shall be kept confidential in accordance with the purpose of setting Confidentiality Agreements; provided, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the OTP/NTP rates after Debt Financing so long as the expiration parties who receive such information are informed of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Codeconfidential nature of the information or upon the prior consent of the Company, Section 14124.24(h), the Contractor which consent shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlementbe unreasonably withheld or delayed.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP)Prior to the Effective Time, the Contractor Company shall certify provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause their respective Representatives, including legal and accounting, to, provide all cooperation reasonably requested by Parent in connection with the total allowable expenditures incurred Financing and the other transactions contemplated by this Agreement, including (i) participation in providing a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the DMCpreparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, (iii) executing and delivering any pledge and security documents, currency or interest hedging arrangements other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters, customary authorization letters included in such syndication memoranda containing customary representations regarding the information about the Company and its Subsidiaries included in such memoranda, and consents of accountants for use of their reports in any materials relating to the Debt Financing) or otherwise reasonably facilitating the pledging of collateral, in each case effective on or after the Effective Time, (iv) furnishing Parent and its Financing sources as promptly as practicable and in any event no later than 25 Business Days prior to the End Date with financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all financial statements and financial data of the type required by Regulation S-ODS Pilot program services provided either through ContractorX and Regulation S-operated providersK under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act, contracted fee-for- service providers including audits thereof to the extent so required, to consummate the offering of debt securities contemplated by the Debt Financing Commitments at the time in the Company’s fiscal year that such offering will be made, (v) using reasonable best efforts to obtain accountants’ comfort letters and legal opinions as reasonably requested by Parent, (vi) using its commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within 25 days of the end of each month prior to the Closing Date, (vii) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) effective on or contracted managed care plans. 2after the Effective Time, establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, (viii) DHCS shall establish a Center for Medicare taking all other corporate actions reasonably necessary to permit the consummation of the Debt Financing and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is to permit the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol the Company (Attachment AA it being understood that (A) to the greatest extent practicable, the actions contemplated by this Section 7.9(a)(viii) shall not be required to be taken until immediately prior to the Closing and that prior to the taking of such actions, any current member of the STCsBoard of Directors may resign and (B) must explain if such member of the process DHCS Board of Directors resigns, the failure of any such director to take any such action shall use not constitute a failure to determine satisfy a condition to Closing) and (ix) entering into one or more credit or other agreements on terms satisfactory to Parent in connection with the Debt Financing immediately prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse, or cause its Affiliates to reimburse, the Company for all reasonable and documented out-of-pocket costs incurred by the counties under Company or its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by the Company or the Subsidiaries). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company and its marks. All non-public or otherwise confidential information regarding the Company obtained by Parent, Merger Sub or their Representatives pursuant to this demonstrationSection 7.9(a) shall be kept confidential in accordance with the Confidentiality Agreements, except for such information contained in any offering memoranda referred to above and consented to by the Company (such consent not to be unreasonably withheld or delayed). 3(b) The Contractor Each of Parent and Merger Sub shall only provide state plan DMC services until DHCS use its reasonable best efforts to arrange the Debt Financing as promptly as practicable on the terms and CMS approve of this Intergovernmental Agreement conditions described in the Debt Financing Commitments, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors(ii) to satisfy on a timely basis all conditions applicable to Parent or Merger Sub in such definitive agreements that are within its control. During this time, state plan DMC services shall be reimbursed pursuant Subject to the state plan reimbursement methodologies. 4satisfaction (or waiver by Parent) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I CodeSections 8.1 and 8.2, Section 14021.51each of Parent and Merger Sub shall use its reasonable best efforts to cause the lenders and the other Persons providing such Financing to fund the Financing required to consummate the Merger on or prior to the End Date (including by taking enforcement action to cause such lenders and other Persons providing such Financing to fund such Financing). The Contractor shall reimburse all OTP/NTP providers at this rate. Notwithstanding the foregoing, in the event that (a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration or any portion of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup Debt Financing structured as high yield financing has not been consummated, (b) all closing conditions contained in Article VIII (other than, solely as a result of the failure to consummate all or any portion of such high yield financing, those contained in Section 8.2(c)) shall propose a recommended format for this annual financial data have been satisfied or waived and DHCS shall approve a final format. 3(c) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.the

Financing. A. Payment (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and use reasonable best efforts to cause its and their respective Representatives to, at Parent’s sole expense for Services 1any and all reasonable and documented out-of-pocket expenses, provide to Parent and Merger Sub such cooperation reasonably requested by Parent that is necessary, proper or advisable in connection with the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the operations of the Company and its Subsidiaries), including (i) For claiming Federal Financial Participation participation in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; (FFPii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda; provided that any private placement memoranda or prospectuses in relation to high yield debt securities need not be issued by the Company or any of its Subsidiaries; provided further that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to the Company or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) as promptly as reasonably practical, furnishing Parent and its Debt Financing sources with financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X and Regulation S-K promulgated under the Securities Act and of type and form customarily included in a registration statement on Form S-1 (or any applicable successor form) (subject to exceptions customary for a Rule 144A offering for affiliates of or funds advised by affiliates of Parent) under the Securities Act for a public offering to consummate the offering(s) of debt securities contemplated by the Debt Commitment Letters, assuming that such offering(s) were consummated at the same time during the Company’s fiscal year as such offering(s) of debt securities will be made, or as otherwise reasonably required in connection with the Debt Financing and the transactions contemplated by this Agreement or as otherwise necessary in order to assist in receiving customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt securities contemplated by the Debt Commitment Letters (all such information in this clause (iii), the Contractor shall certify “Required Information”); (iv) using reasonable best efforts to obtain customary accountants’ comfort letters, legal opinions, appraisals, surveys, title insurance and other documentation and items relating to the total allowable expenditures incurred Debt Financing as reasonably requested by Parent and, if requested by Parent or Merger Sub, to cooperate with and assist Parent or Merger Sub in providing obtaining such documentation and items; (v) using its reasonable best efforts to provide monthly financial statements (excluding footnotes) within 25 days of the DMCend of each month prior the Closing Date; (vi) executing and delivering, as of the Effective Time, any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents, as may be reasonably requested by Parent (including a certificate of the Chief Financial Officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral (including cooperation in connection with the pay-ODS Pilot program services provided either through Contractor-operated providersoff of existing indebtedness and the release of related Liens); (vii) taking commercially reasonable actions necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s current assets, contracted fee-for- service providers cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Effective Time and (B) establish, effective as of the Effective Time, bank and other accounts and blocked account agreements and lock box arrangements in connection with the Debt Financing; (viii) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which any Subsidiary of the Company is a party and to arrange discussions among Parent, Merger Sub and their financing sources with other parties to material leases, encumbrances and contracts as of the Effective Time; (ix) taking all corporate actions, subject to the Effective Time, reasonably requested by Parent that are necessary or contracted managed care plans. 2) DHCS shall establish a Center customary to permit the consummation of the Debt Financing and to permit the proceeds thereof, together with the cash at the Company and its Subsidiaries (not needed for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is other purposes), to be made available to DHCS. This DHCS approved CPE protocol the Company on the Closing Date to consummate the Merger; and (Attachment AA x) take such corporate actions to form subsidiary entities for the facilitation of the STCs) must explain real estate financings (provided that neither the Company nor any of its Subsidiaries is subjected to tax or service of process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service in any jurisdiction where it is not a benefit of already so subject); it being understood that the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor Company shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval satisfied each of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process obligations set forth in W&I Code, Section 14021.51clauses (i) through (x) of this sentence if the Company shall have used its reasonable best efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. The Contractor Company will take reasonable best efforts to periodically update any such Required Information provided to Parent pursuant to clause (iii) of the foregoing sentence as may be necessary such that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor is reasonably likely to harm or disparage the Company or any of its Subsidiaries, the reputation or goodwill of the Company or any of its Subsidiaries or any of their assets, including their logos and marks. Neither the Company nor any of its Subsidiaries shall reimburse be required, under the provisions of this Section 5.11 or otherwise in connection with the Debt Financing (x) to pay any commitment or other similar fee prior to the Effective Time that is not advanced or substantially simultaneously reimbursed by Parent or (y) to incur any out-of-pocket expense unless such expense is reimbursed by Parent on the earlier of the Effective Time or termination of this Agreement in accordance with Article VII. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all OTP/NTP providers losses suffered or incurred by them in connection with (1) any action taken by them at the request of Parent or Merger Sub pursuant to this rateSection 5.11 or in connection with the arrangement of the Debt Financing or (2) any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries). Nothing contained in this Section 5.11 or otherwise shall require the Company to be an issuer or other obligor with respect to the Debt Financing prior to the Closing. All material, non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 5.11(a) shall be kept confidential by them in accordance with the Confidentiality Agreements except for disclosure to potential investors as required in connection with the Financing subject to customary confidentiality protections. For the avoidance of doubt, prior to the Closing, Parent shall be permitted to engage in customary equity syndication to include other investors; provided that Parent shall not do so in such a way so as to cause an investor or an investor of a firm (other than Apollo and TPG) to require Gaming Approval prior to the Merger or would otherwise materially delay the consummation of the Closing; provided further that Parent shall not enter into any agreement for investment on an exclusive basis with a potential equity investor prior to the Solicitation Period End-Date. a(b) The Contractor Parent shall ensure that all of use its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data reasonable best efforts to complete the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration Equity Financing as part of the DMCClosing and arrange the Debt Financing on the terms and conditions described in the Debt Financing Commitments (provided that Parent and Merger Sub may (i) amend the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date of this Agreement (each on a non-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(hexclusive basis until the Solicitation Period End-Date), or (ii) otherwise replace or amend the Contractor shall Debt Financing Commitments so long as such action would not require OTP/NTP providers reasonably be expected to submit cost reports delay or prevent the Closing (including with respect to approvals required in connection therewith under any Gaming Laws) and the Contractor for terms are not materially less beneficial to Parent or Merger Sub, with respect to conditionality, than those in the purpose Debt Financing Commitments as in effect on the date of cost settlement.this Agreement), including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein (including the flex provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 5.11 and (ii) satisfy on a timely basis all conditions applicable to such Financing

Financing. A. Payment Parent and Purchaser shall not agree to any amendments or modifications to, or grant any waivers of, any provision under the financing commitments without the prior written consent of the Company. Parent and ▇▇▇▇▇▇▇▇▇ have acknowledged and agreed that their obligations under the Merger Agreement, including their obligations to consummate the Transactions, are not subject to, or conditioned on, receipt of the Financing or any other financing. Parent and Purchaser shall not, without the prior written consent of the Company, prior to or in connection with the Merger Closing or the Offer Closing, permit or arrange any debt financing to which the Company or any of its subsidiaries will be a party or by which any of their respective assets will be subject or bound other than the Debt Financing. In connection with the Debt Financing, prior to the Merger Closing, the Company shall provide to Parent and Purchaser, at Parent's sole expense, customary cooperation reasonably requested by Parent and Purchaser that is necessary in connection with the arrangement and consummation of the Debt Financing, including (in each case, to the extent reasonably requested): (i) participating in a reasonable number of meetings, due diligence sessions, drafting sessions and sessions between senior management and prospective lenders; (ii) providing reasonable and customary assistance with the preparation of documents customarily required in connection with bank debt financings and, to the extent required under the Financing Commitment Letter, providing all documentation and other information relating to the Company or any of its subsidiaries reasonably required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2001; (iii) executing and delivering any pledge and security documents or other definitive financing documents as may be reasonably requested by Parent or Purchaser, and any documents reasonably requested by Parent or Purchaser in connection with the preparation of intellectual property schedules of the Company intellectual property rights, or otherwise reasonably facilitating the pledging of collateral; (iv) using reasonable best efforts to assist Parent in obtaining surveys, legal opinions from local outside counsel (and not internal counsel or New York or Delaware counsel) and title insurance as reasonably requested by Parent or Purchaser for Services the Debt Financing; and (v) (A) taking all actions reasonably necessary to (1) For claiming Federal Financial Participation (FFP)permit the prospective lenders involved in the Debt Financing to evaluate the Company's and its subsidiaries' current assets, the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersand cash management and accounting systems, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare policies and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timeprocedures relating thereto, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting establishing collateral arrangements to the OTP/NTP rates after extent reasonable and customary, (2) establish customary bank and other accounts and blocked account agreements and lock box arrangements in connection with the expiration foregoing and (3) permit representatives of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup prospective lenders to conduct customary commercial field examinations, customary inventory appraisals and a customary appraisal of the owned real property, and (B) using commercially reasonable efforts to make audits and appraisals delivered for purposes of any credit facility available to Parent. Notwithstanding the foregoing, (a) nothing in the Merger Agreement shall propose a recommended format for this annual financial data require any cooperation or other action to the extent it would materially interfere with the business or operations of the Company or its subsidiaries, (b) neither the Company nor its subsidiaries shall be required to commit to take any action that is not contingent upon the Merger Closing (including the entry into any agreement or instrument) or that would be effective at or prior to the Effective Time and DHCS shall approve a final format. 3(c) Pursuant to W&I Code, Section 14124.24(h), the Contractor Board and the board of directors (or other governing body) of any of the Company's subsidiaries shall not require OTP/NTP providers be required to submit cost reports approve any financing or agreements related thereto (or any alternative financing) at or prior to the Contractor Effective Time. The Company shall not be required to pay any commitment or other similar fee or make any other payment (other than for minimal reasonable out-of-pocket costs that are reimbursed by Parent) or incur any other liability or obligation or provide or agree to provide any indemnity in connection with the purpose Financing or any action taken pursuant to the cooperation with financing provisions described above at or prior to the Effective Time. Parent shall indemnify and hold harmless the Company and Company Representatives (as defined below) from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Financing and any information utilized in connection therewith (other than historical information provided by the Company). Neither Parent nor Purchaser shall release or consent to the termination of cost settlementthe obligations of the Sponsors under the Sponsor Commitment Agreement or the lenders under the Financing Commitment Letter, except for assignments and replacements of an individual lender under the express terms of or in connection with the syndication of the Financing Commitment Letter, and Parent and Purchaser have each agreed to cause Optical Holding to comply with the foregoing to the full extent that Parent and Purchaser are required to do so.

Financing. A. Payment (a) Prior to the Closing, the Company shall use its commercially reasonable efforts to provide to Buyer, and to cause the officers, employees and representatives of the Company to provide to Buyer, all cooperation reasonably requested by Buyer that is necessary or reasonably required in connection with the Financing, including using commercially reasonable efforts in respect of the following: (i) to cause the Company’s senior officers and other representatives to participate in meetings, presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies; (ii) assisting with the preparation of appropriate and customary materials for Services rating agency presentations, offering documents, bank information memoranda and similar documents reasonably required in connection with the Financing; (iii) to assist with the preparation of any pledge and security documents, any loan agreement, currency or interest hedging agreement, any equity financing document, other definitive financing documents or other certificates, legal opinions or documents as may be reasonably requested by Buyer; (iv) to facilitate the pledging of collateral; (v) to furnish on a confidential basis to Buyer and their financing sources, as promptly as practicable, financial and other pertinent information regarding the Company as may be reasonably requested by Buyer, including pursuant to Section 5.15 the S-X Business Financials and other financial data required by the documents used in connection with the Financing; (vi) if the Delivery Date is after February 1, 2010, to furnish Buyer with such information as Buyer may reasonably request relating to the financial performance and condition of the Company as of dates and for periods ended after December 31, 2009, including any information necessary to prepare a “Recent Developments” section of any offering document used in connection with the Financing; (vii) pursuant to Section 5.14, providing monthly financial statements (excluding footnotes) within the time such statements are customarily prepared; and (viii) to authorize the Company’s independent accountants to cooperate with and assist Buyer in preparing customary and appropriate information packages and offering materials as the parties participating in the Financing may reasonably request for use in connection with the offering and/or syndication of debt or equity securities, loan participations and other matters for purposes of the Financing; provided that nothing in this Agreement shall require such cooperation to the extent it would, in the Company’s reasonable judgment, interfere unreasonably with the business or operations of the Company; provided further that notwithstanding anything in this Agreement to the contrary, until the Closing, (1) For claiming Federal Financial Participation the Company shall not (FFP)x) be required to pay any commitment or other similar fee, (y) execute or have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Financing or (z) be required to incur any other liability in connection with the Financing and (2) the Board of Directors of the Company shall not be required to adopt resolutions approving any agreements or documents related to the Financing; and provided further that, notwithstanding anything in this Agreement to the contrary, the Contractor Company shall certify be under no obligation to provide Buyer with any audited financial statements of the total allowable expenditures incurred in providing Company for the DMC-ODS Pilot program services provided either through Contractor-operated providersfiscal year ending March 31, contracted fee-for- service providers or contracted managed care plans2010. 2(b) DHCS shall establish a Center Buyer shall, promptly upon written request by the Company, reimburse the Company for Medicare all reasonable and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available documented out-of-pocket costs to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine extent such costs are incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed Company in connection with such cooperation provided by the Contractor’s County Board of Supervisors. During this timeCompany, state plan DMC services shall be reimbursed its officers, employees and other representatives pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 terms of this Section 5.13 or in connection with compliance with its obligations under this Section 5.13 and 22 CCR 51005(aBuyer shall indemnify and hold harmless the Company and its officers, employees and representatives from and against any and all liabilities or losses suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than arising from information provided by the Company), if a beneficiary has Other Heath Coverage (OHC), then except in the Contractor shall bill that OHC prior to billing DMC to receive either payment event such liabilities or losses arose out of or result from the OHCwillful misconduct of the Company or any of its officers, employees or representatives. The Company hereby consents to the use of its logos in connection with the Financing; provided that such logos are used solely in a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service manner that is not a benefit intended or reasonably likely to harm or disparage the Company or the reputation or goodwill of the OHCCompany and their marks. If The foregoing indemnification obligation shall survive the Contractor submits a claim Closing and any termination of this Agreement. The foregoing reimbursement obligation of Buyer, to an OHC and receives partial payment the extent unpaid as of the claimClosing, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by considered an outstanding accounts receivable for purposes of determining the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateNet Working Capital hereunder. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1) For claiming Federal Financial Participation At the sole cost and expense of Parent, the Company shall use, and shall cause its Subsidiaries to use, reasonable efforts to cooperate and assist Parent with respect to the arrangement of Parent’s financing (FFPthe “Financing “). The Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide on a timely basis, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Parent (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions led by Parent, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the Contractor Company as may be reasonably requested by Parent, including without limitation all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act as well as of the type and form customarily included in private placements under Rule 144A of the Securities Act, (iii) assisting Parent and its financing sources and counsel in the preparation by Parent of (A) an offering document for any of the Financing and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts and related roadshow activities of Parent and its financing sources for any of the Financing, (v) providing and executing documents as may be reasonably requested by Parent, and assisting Parent in obtaining comfort letters of the Company’s accountants, consents of the Company’s accountants for use of their reports in any materials relating to the Financing, legal opinions of the Company’s counsel and surveys and title insurance with respect to the Real Property; (vi) coordinating and making the Real Property available for appraisal and inspection, (vii) making senior officers and representatives of the Company reasonably available for presentations to ratings agencies and roadshow presentations, and (viii) reasonably facilitating the pledge of the Surviving Corporation’s collateral; provided, that none of the Company or any of its Subsidiaries shall certify be required to pay any commitment or other similar fee or incur any other liability in connection with the total allowable expenditures incurred Financing prior to the Effective Time; provided, further, that neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) breach any agreement with any third-party, (ii) constitute a waiver of the attorney-client or other privilege held by the Company or (iii) otherwise violate any applicable Law. Parent shall keep the Company reasonably informed on a current basis and in providing reasonable detail of the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS status of its effort to arrange the Financing and shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made make available to DHCS. This DHCS approved CPE protocol (Attachment AA the Company copies of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant documents related to the state plan reimbursement methodologiesFinancing (other than any ancillary documents subject to confidentiality agreements, including fee letters and engagement letters. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1) For claiming Federal Financial Participation At the sole cost and expense of Parent (FFPincluding the Company's reasonable attorneys' and other out-of-pocket fees and expenses), the Contractor Company shall certify use, and shall cause its Subsidiaries to use, commercially reasonable efforts to cooperate and assist Parent with respect to the total allowable expenditures incurred Financing. The Company agrees to provide, and shall cause its Subsidiaries and its and their Representatives to provide on a timely basis, all commercially reasonable cooperation in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA arrangement of the STCsDebt Financing as may be reasonably requested by Parent (PROVIDED, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) must explain participation in meetings, drafting sessions and due diligence sessions led by Parent, (ii) furnishing Parent and its financing sources with financial and other pertinent information regarding the process DHCS shall Company as may be reasonably requested by Parent, including without limitation all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act as well as of the type and form customarily included in private placements under Rule 144A of the Securities Act, (iii) assisting Parent and its financing sources and counsel in the preparation by Parent of (A) an offering document for any of the Debt Financing and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its financing sources for any of the Debt Financing, (v) providing and executing documents as may be reasonably requested by Parent, including a certificate of the chief financial officer of the Company or any of its Subsidiaries with respect to solvency matters and assisting Parent in obtaining comfort letters of the Company's accountants, consents of the Company's accountants for use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant their reports in any materials relating to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a)Debt Financing, if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit legal opinions of the OHC. If Company's counsel and surveys and title insurance with respect to the Contractor submits a claim to an OHC and receives partial payment Owned Real Property; (vi) assisting in the satisfaction of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process conditions set forth in W&I CodeExhibit C to the Senior Secured Financing Letter and in Section 3 of Bridge Financing Letter (in each case to the extent the satisfaction of such conditions requires actions by or cooperation of the Company or its Subsidiaries), Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a(vii) The Contractor shall ensure making senior officers and representatives of the Company reasonably available for presentations to ratings agencies, and (viii) reasonably facilitating the pledge of the Surviving Corporation's collateral; PROVIDED, that all none of the Company or any of its contracted OTP/NTP providers provide it Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with financial data on an annual basis. The Contractor shall collect and submit this data the Debt Financing prior to the DHCS Rates Setting Work Group upon Effective Time. All non-public or otherwise confidential information regarding the Company obtained by Parent or its request for representatives pursuant to this Section 6.4 shall be kept confidential in accordance with the purpose of setting Confidentiality Agreements; PROVIDED, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the OTP/NTP rates after Debt Financing so long as the expiration parties who receive such information are informed of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Codeconfidential nature of the information or upon the prior consent of the Company, Section 14124.24(h), the Contractor which consent shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlementbe unreasonably withheld or delayed.

Financing. A. Payment (a) Prior to the Closing, the Company shall provide to Parent and Merger Sub, and shall cause its subsidiaries to, and shall use its reasonable best efforts to cause the respective officers, employees, Representatives and advisors, including legal and accounting, of the Company and its subsidiaries to, provide to Parent and Merger Sub all cooperation requested by Parent that is necessary, proper or advisable in connection with the Financing and the other transactions contemplated by this Agreement, including (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for Services 1rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, (iii) For claiming Federal Financial Participation executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (FFPincluding a certificate of the chief financial officer of the Company or any subsidiary with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing), (iv) furnishing Parent and Merger Sub and their Financing sources with financial and other pertinent information regarding the Contractor Company as may be reasonably requested by Parent, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act, to consummate the offerings of debt securities contemplated by the Debt Financing Commitments at the time during the Company's fiscal year such offerings will be made (the "Required Financial Information"), (v) satisfying the conditions set forth in clause (e) of the first sentence of Section 6 of the Principal Commitment Letter, numbered paragraphs 5 and 8 of Exhibit E of the Principal Commitment Letter and clause (e) of the first sentence of Section 7 of the Forward Underwriting Commitment Letter (to the extent the satisfaction of such conditions requires actions by or cooperation of the Company), (vi) using reasonable best efforts to obtain accountants' comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent; provided that nothing herein shall certify require such cooperation to the total allowable expenditures incurred extent it would interfere unreasonably with the business or operations of the Company or its subsidiaries, (vii) using its commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within 25 days of the end of each month prior the Closing Date, (viii) taking all actions necessary to (A) permit the prospective lenders involved in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersFinancing to evaluate the Company's current assets, contracted fee-for- service providers cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, (ix) obtaining any necessary rating agencies' confirmations or contracted managed care plans. 2approvals for the Debt Financing relating to the Company's existing credit card receivables financing facility, and (x) DHCS shall establish a Center for Medicare taking all corporate actions necessary to permit the consummation of the Debt Financing and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is to permit the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol (Attachment AA the Company, including, without limitation, by means of a dividend or distribution from Neiman Marcus Funding Corporation, as of the STCs) must explain Closing Date. Parent shall, promptly upon request by the process DHCS shall use to determine Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the counties under this demonstration. 3Company or its subsidiaries in connection with such cooperation. The Company hereby consents to the use of its and its subsidiaries' logos in connection with the Debt Financing. (b) The Contractor Parent shall only provide state plan DMC services until DHCS use its reasonable best efforts to take, or cause to be taken, all actions and CMS approve to do, or cause to be done, all things necessary, proper or advisable to arrange the Debt Financing on the terms and conditions described in the Debt Financing Commitments (provided that Parent and Merger Sub may replace or amend the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of this Intergovernmental Agreement the date hereof, or otherwise so long as the terms are not materially less beneficial to Merger Sub, including with respect to conditionality, than those in the Debt Financing Commitments as in effect on the date hereof as determined in the reasonable judgment of Parent), including using reasonable best efforts to (i) maintain in effect the Financing commitments, (ii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the approved Intergovernmental Agreement is executed Financing set forth therein (including by consummating the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed Equity Financing pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(aterms of the Equity Financing Commitments), if a beneficiary (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Financing Commitments (including the related flex provisions) or on other terms not materially less beneficial to Merger Sub, including with respect to conditionality, as determined in the reasonable judgment of Parent and (iv) consummate the Financing at or prior to Closing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms not materially less beneficial to Merger Sub (as determined in the reasonable judgment of Parent) as promptly as practicable following the occurrence of such event but no later than the last day of the Marketing Period. For the avoidance of doubt, in the event that (x) all or any portion of the Debt Financing structured as high yield financing has Other Heath Coverage not been consummated, (OHCy) all closing conditions contained in Article VII shall have been satisfied or waived (other than those contained in Sections 7.2(c) and 7.3(c)) and (z) the bridge facilities contemplated by the Debt Financing Commitments (or alternative bridge financing obtained in accordance with this Section 6.10(b)) are available on the terms and conditions described in the Debt Financing Commitments (or replacements thereof as contemplated by this Section 6.10(b)), then Merger Sub shall use the Contractor proceeds of such bridge financing to replace such high yield financing no later than the last day of the Marketing Period. For purposes of this Agreement, "Marketing Period" shall bill mean the first period of 40 consecutive calendar days after the Initiation Date (A) throughout which (1) Merger Sub shall have the Required Financial Information that OHC the Company is required to provide to Merger Sub pursuant to Section 6.10(a) and (2) nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 7.2(a) and 7.2(b) to fail to be satisfied assuming the Closing were to be scheduled for any time during such 40-consecutive-calendar-day period, and (B) at the end of which the conditions set forth in Section 7.1 shall be satisfied. For purposes of this Agreement, "Initiation Date" shall mean the twentieth day after the date the definitive Proxy Statement is first mailed to the Company's stockholders; provided, however, that such twenty-day period shall not commence unless and until the Company has provided the Required Financial Information to Merger Sub pursuant to a good faith request therefor by Merger Sub prior to billing DMC to receive either payment from such mailing, and provided, further, that if the OHCMarketing Period would end on or after August 15, or a 2005, the Initiation Date shall be the later of (A) September 1, 2005 and (B) the date the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2005 is filed with the SEC. Parent shall give the Company prompt notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit any material breach by any party of the OHC. If the Contractor submits a claim to an OHC and receives partial payment Debt Financing Commitments of which Parent or Merger Sub becomes aware or any termination of the claim, Debt Financing Commitments. Parent shall keep the Contractor may submit Company informed on a reasonably current basis in reasonable detail of the claim status of its efforts to DMC arrange the Debt Financing and is eligible to receive payment up provide to the maximum DMC rate for Company copies of all documents related to the serviceDebt Financing (other than any ancillary documents subject to confidentiality agreements). In addition, less Merger Sub agrees to exercise its rights under the last sentence of numbered paragraph 6 of Exhibit E to the Principal Commitment Letter to the extent necessary to arrange the Debt Financing on the terms and conditions described in the Debt Financing Commitments in order to borrow the full amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. proviso to clause (a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basissuch numbered paragraph 6. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.SECTION 6.11

Financing. A. Payment (a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause the respective officers, employees, consultants and advisors, including legal and accounting advisors, of the Company and its Subsidiaries to, provide to Parent such cooperation as may be reasonably requested by Parent in connection with the arrangement of the Debt Financing, including (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of financial information and other materials for Services 1rating agency presentations, offering documents, private placement memoranda, registration statements, bank information memoranda, prospectuses, business projections and similar documents required in connection with the Debt Financing and providing all representation letters and other materials requested by its independent accountants for the preparation and use of such financial information as contemplated by this Section 6.9(a), (iii) For claiming Federal Financial Participation causing its independent accountants to provide assistance and cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation of any pro forma financial statements to be included in the documents referred to in clause (FFPii) above, providing consent to Parent to use their audit reports relating to the Company and providing any necessary “comfort letters”, (iv) assisting in the negotiation of, and executing and delivering, definitive financing documents, including pledge and security documents, and certificates, legal opinions, management representation letters or other documents, to the extent reasonably requested by Parent (including certificates of the chief financial officer of the Company or any Subsidiary with respect to solvency matters and consents of accountants for use of their reports in materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral, (v) providing reasonable access by Parent and any Debt Financing or Alternative Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and Representatives of the Company and its Subsidiaries, (vi) obtaining surveys and title insurance reasonably requested by Parent, (vii) as promptly as practicable, furnishing to Parent and its Debt Financing or Alternative Financing sources with all financial and other pertinent information regarding the Company and its Subsidiaries reasonably requested by Parent to consummate the Debt Financing, including all historical and pro forma financial statements and financial data regarding the Company and its Subsidiaries, in each case of the scope, type and form (A) that is required by the Securities Act (including Regulations S-K and S-X thereunder and other accounting rules and regulations of the SEC) for inclusion in a registration statement to be filed with the SEC and (B) that is otherwise customarily included in private placement memoranda relating to private placements under Rule 144A of the Securities Act and bank information memoranda, in each case at the time during the Company’s (or such segment’s) fiscal year such offerings will be made (all such information described in this clause (vii), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a“Required Financial Information”), if a beneficiary has Other Heath Coverage (OHC)viii) taking all actions necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Company’s assets, then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHCcash management and accounting systems, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC policies and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request procedures relating thereto for the purpose of setting establishing collateral arrangements and (B) establish bank and other accounts and blocked account Contracts and lock box arrangements in connection with the OTP/NTP rates after the expiration foregoing, and (ix) taking all corporate actions necessary to permit consummation of the DMC-ODS Pilot programDebt Financing; provided, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operation of the Company or its Subsidiaries. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing. i. The DHCS Rates Setting Workgroup (b) Parent shall propose use its reasonable best efforts to arrange the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including using reasonable best efforts to (i) negotiate definitive Contracts with respect to the Debt Financing on the terms and conditions reflected in the Debt Commitment Letters or on other terms no less favorable to Parent, (ii) satisfy on a recommended format timely basis all conditions applicable to Parent in such definitive Contracts that are within its control and (iii) consummate the Debt Financing at or prior to the Closing. In the event any portion of the Debt Financing becomes unavailable for this annual financial data any reason on the terms and DHCS conditions contemplated in the Debt Commitment Letters, Parent shall approve a final format. 3) Pursuant use its reasonable best efforts to W&I Codeobtain alternative financing from alternative sources (“Alternative Financing”). Parent shall keep the Company reasonably apprised as to the status of, Section 14124.24(h)and any material developments relating to, the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlementDebt Financing or Alternative Financing.

Financing. A. Payment for Services 1) For claiming Federal Financial Participation Prior to the Closing, the Company and its Subsidiaries shall, and shall use their commercially reasonable efforts to cause the respective Representatives of the Company and its Subsidiaries to, cooperate as reasonably requested by JAB in connection with any equity, debt or other financing sought by JAB or its Affiliates in connection with the transactions contemplated by this Agreement (FFPthe “Financing”), including, without limitation (i) upon reasonable prior notice, participation by the Contractor Company’s senior officers and other Representatives in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, (ii) assisting with the preparation of customary materials for syndication documents, including rating agency presentations, bank confidential information memoranda, business projections and similar documents required in connection with the Financing, (iii) using commercially reasonable efforts to cause its independent accountants to provide assistance and cooperation to JAB, including participating in drafting sessions and accounting due diligence sessions and providing consent to JAB to use their audit reports relating to the Company, (iv) using commercially reasonable efforts to obtain consents, approvals, authorizations, customary payoff letters, and instruments of termination and discharge reasonably requested by JAB, (v) preparing and furnishing all financial and other pertinent information regarding the Company reasonably requested by JAB, including all financial statements, pro forma financial statements and other financial data required in connection with the Financing, (vi) providing reasonable access (subject to execution of non-disclosure and confidentiality agreements reasonably acceptable to the Company) to prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for purposes of establishing collateral arrangements and cooperating with prospective lenders to establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing; provided that no such accounts, agreements or arrangements shall certify be effective prior to the total allowable expenditures Effective Time, (vii) executing and delivering definitive financing documents, including credit agreements, intercreditor agreements, pledge and security documents, and certificates, legal opinions, or other documents, to the extent reasonably requested by JAB and otherwise reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (vii) assisting JAB in obtaining corporate and facilities ratings for the Financing, and (viii) furnishing JAB and any lenders involved with the Financing, with all documentation and other information required by any Governmental Entity with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. Notwithstanding the foregoing: (i) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; and (ii) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Closing. JAB shall (A) promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket fees and expenses of the Company and its Subsidiaries and all reasonable and documented fees and expenses of their counsel and accountants incurred in providing connection with such requested cooperation, and (B) indemnify the DMC-ODS Pilot program services provided either through Contractor-operated providersCompany, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish a Center for Medicare its Subsidiaries and Medicaid Services its Related Persons against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA including cost of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(ainvestigation), if expense (including reasonable fees and expenses of counsel) or settlement payment incurred as a beneficiary has Other Heath Coverage result of such cooperation (OHCincluding any claim by or with respect to any such lenders, prospective lenders, agents and arrangers and ratings agencies), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment During the Interim Period, New Pubco or Purchaser may execute subscription agreements or enter into other arrangements (including, without limitation, non-redemption agreements, backstop agreements for Services 1the trust account, etc.) For claiming Federal Financial Participation with potential sources of debt, equity or other financing in order to satisfy the condition set forth in Section 8.2(d). If Purchaser desires to seek such financing (FFPthe “Potential Financing”) and the Company consents in writing to such financing (such consent not to be unreasonably conditioned, withheld or delayed), the Contractor Company and each Company Stockholder agrees, and shall certify cause the total allowable expenditures incurred appropriate officers and employees thereof, to use commercially reasonable efforts to cooperate in connection with the arrangement of such Potential Financing (including the satisfaction of the conditions precedent set forth therein) as may be reasonably requested by Purchaser, including by (a) participating in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies at mutually agreeable times and locations and upon reasonable advance notice, (b) assisting with the preparation of customary materials for actual and potential investors, rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with such financing (which shall not include pro forma financial information); provided, that, the Company shall have the right to review and approve (which approval shall not be unreasonably conditioned, withheld or delayed) any such materials prior to their distribution, (c) executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, or documents as may be reasonably requested by Purchaser or otherwise reasonably facilitating the pledging of collateral, provided, that, such documents will not take effect until the Closing, (d) taking or appointing a representative of Purchaser to take all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser to permit the consummation of the Potential Financing immediately prior to or following the Closing Date, (e) providing the DMC-ODS Pilot program services provided either through Contractor-operated providersCompany Financials and such other financial information regarding the Company that is readily available or within the Company’s possession and as is reasonably requested in connection with arrangement of such financing, contracted fee-for- service providers (f) executing and delivering reasonable and customary certificates and other documentation required by any such equity investor and the subscription agreement, provided, that no such certificates, letters or contracted managed care plans. 2) DHCS other documentation shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available be effective prior to DHCS. This DHCS approved CPE protocol (Attachment AA the consummation of the STCs) must explain the process DHCS shall use to determine costs incurred transactions contemplated by the counties subscription agreement, (g) furnishing Purchaser, with all documentation and other information required by bank regulatory authorities under this demonstration. 3applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and (h) The Contractor otherwise reasonably cooperating in Purchaser’s efforts to obtain such Potential Financing. If Purchaser desires to seek Potential Financing, Atlas FinTech further agrees, and shall only provide state plan DMC services until DHCS cause the appropriate officers and CMS approve employees thereof, to cause the applicable Sponsors to transfer up to 1,279,426.82 Purchaser Common Stock and up to 1,657,578.65 Purchaser Warrants that are held, directly or indirectly, by Atlas Fintech to potential sources of this Intergovernmental Agreement and debt, equity or other financing in connection with the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this timePotential Financing, state plan DMC services which transfer shall be reimbursed pursuant effectuated in connection with, and as of immediately prior to, the Closing. Atlas Fintech agrees that any Purchaser Common Stock or Purchaser Warrant that remains held, directly or indirectly, by Atlas Fintech as of immediately prior to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 Closing shall automatically be forfeited for no consideration and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, all such shares of Purchaser Common Stock or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate Purchaser Warrants shall be set by the DHCS Rate Setting Work Group pursuant deemed to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this ratebe cancelled and no longer outstanding. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1) For claiming Federal Financial Participation (FFP)Although Parent’s and Purchaser’s obligations hereunder are not conditioned on Parent’s or Purchaser’s obtaining any financing of any kind whatsoever, the Contractor Company acknowledges that Parent and Purchaser will be seeking debt financing with respect to the transactions contemplated hereunder prior to the Closing. In connection with such efforts and without creating any financing contingency for any purpose, the Company shall certify provide, and shall cause the total allowable expenditures incurred Company Subsidiaries to provide, and shall use commercially reasonable efforts to cause their respective Representatives to provide, reasonable cooperation to Parent and Purchaser in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS shall establish connection with any efforts to obtain debt financing to replace a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA portion of the STCsFinancing, including (i) must explain providing such financial and other information as Parent shall reasonably request in connection with any debt financing, (ii) meeting and participating in due diligence sessions with proposed lenders, (iii) assisting in the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve preparation of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, one or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit more offering documents or confidential information memoranda for any of the OHC. If debt financing and materials for rating agency presentations, (iv) reasonably cooperating with the Contractor submits a claim marketing efforts for any debt financing, including providing assistance in the preparation for, and participating in, road shows, meetings, due diligence sessions and similar presentations to an OHC and receives partial payment of with, among others, prospective lenders, investors and rating agencies and (v) taking such actions as may be reasonably requested to permit the claimprospective lenders involved in any debt financing to evaluate the Company’s assets, the Contractor may submit the claim to DMC cash management and is eligible to receive payment up to the maximum DMC rate for the serviceaccounting systems, less the amount of the payment made by the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates policies and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request procedures relating thereto for the purpose of setting establishing collateral arrangements and to establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the OTP/NTP rates after foregoing; provided, however, that it is acknowledged and agreed by Parent that the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h)Company, the Contractor Company Subsidiaries and their Representatives shall not require OTP/NTP providers only be required to submit cost reports engage in the cooperation activities provided above to the Contractor extent that such activities do not interfere with the day-to-day operations of their respective businesses or result in the payment of money by any such party to any Person prior to the Closing, and provided further, that Parent and Purchaser shall reimburse the Company, the Company Subsidiaries or their Representatives for any expenses incurred by such parties in connection with such cooperation if the purpose Closing does not occur. The Company consents to the reasonable use of cost settlementits and the Company Subsidiaries’ logos in connection with any debt financing in a manner customary for such financing transactions.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation On and after the date hereof and through the Closing Date, the Company shall provide to Acquiror and Merger Sub, and shall cause the Company Affiliates to, and shall use its reasonable best efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company and the Company Affiliates to, provide to Acquiror and Merger Sub all cooperation reasonably requested by Acquiror that is reasonably necessary, proper or advisable in connection with the financing of the transactions contemplated by this Agreement (FFPduring normal business hours and upon reasonable advance notice; and so long as not unreasonably interfering with the business or operations of the Company or the Company Affiliates), including: (i) participating in meetings, presentations, due diligence sessions and sessions with rating agencies, as Acquiror may reasonably request; (ii) assisting the Contractor shall certify Acquiror with the total allowable expenditures incurred preparation of materials for rating agency presentations, bank information memoranda, and similar documents necessary, proper or advisable in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersconnection with such financing or amendments thereto, contracted fee-for- service providers all as Acquiror may reasonably request, provided, that any bank information memoranda or contracted managed care plans. 2) DHCS shall establish a Center for Medicare and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine costs incurred similar document need not be prepared or issued by the counties under this demonstration. 3Company or any Company Affiliate prior to the Effective Time; (iii) The Contractor shall only provide state plan DMC services until DHCS furnishing Acquiror and CMS approve Merger Sub with (A) the financial and other information regarding the Company and the Company Affiliates specified on Schedule 1, and (B) such other financial and other information regarding the Company and the Company Affiliates as is customary for bank financings as may be reasonably required and requested by Acquiror; provided that, the parties agree that, anything in Article VI notwithstanding, compliance with clause (iii)(B) of this Intergovernmental Agreement paragraph shall not be a condition to any party’s obligation to consummate the transactions contemplated by this Agreement; and the approved Intergovernmental Agreement is executed (iv) execution of a customary representation letter (which may be qualified or limited, as circumstances require) in respect of information provided by the Contractor’s County Board of Supervisors. During this timeCompany or the Company Affiliates in writing expressly for use in connection with such financing or the syndication thereof, state plan DMC services shall be reimbursed pursuant to for the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim to an OHC and receives partial payment arrangers of the claimfinancing and lenders and proposed lenders to Acquiror and/or Merger Sub in such financing. (b) Acquiror shall indemnify and hold harmless the Company and its Subsidiaries, directors, officers, employees, representatives and advisors from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with cooperation provided pursuant to this Section 5.10, the Contractor may submit financing of the claim to DMC transactions contemplated by this Agreement, and is eligible to receive payment up any information utilized in connection therewith, except to the maximum DMC rate for extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from the service, less (i) the amount delivery of audited or unaudited financial statements of the payment made by Company, or (ii) the OHC. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except gross negligence or willful misconduct of the OTP/NTP modality. DHCS shall approve Company or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval any of its rates prior to providing any covered DMC-ODS Pilot program servicesSubsidiaries. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation The Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letters or Fee Letters (FFPincluding the flex provisions, if applicable), subject to any amendments or modifications thereto permitted by Section 8.09(b), including using its reasonable best efforts to: (i) maintain in effect the Debt Commitment Letters and Fee Letters and the financing commitments thereunder, (ii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing on terms and conditions (including the flex provisions, if applicable) contained therein or on other terms not materially less favorable to the Purchaser and the Merger Sub, in the aggregate, than the terms and conditions (including any “market flex” provisions applicable thereto) contained in the Debt Commitment Letters or Fee Letters, (iii) satisfy on a timely basis all conditions that are applicable to the Purchaser contained in the Debt Commitment Letter or Fee Letters, including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing and due and payable by the Purchaser, 63 (iv) enforce its rights under the Debt Commitment Letters and Fee Letter, (v) consummate the Debt Financing at or prior to the Closing, including drawing on any interim or bridge financing under the Debt Commitment Letters or Fee Letters. The Purchaser shall provide such information as shall be necessary to keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. In the event Purchaser becomes aware that all or any portion of the Debt Financing has become unavailable, the Purchaser shall promptly notify the Company and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions no less favorable to the Purchaser and to the Company taken as a whole than the terms and conditions set forth in the Debt Commitment Letters and that would not have any of the effects specified in Section 8.09(b) (any such alternative financing, “Alternative Financing”). If an Alternative Financing is required in accordance with this Section 8.09(a), the Contractor Purchaser shall certify obtain, and when obtained, provide the total allowable expenditures incurred Company with a copy of, a new financing commitment that provides for such Alternative Financing, and on such event, (1) the term “Debt Financing” as used in providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. this Agreement will be deemed to include any such Alternative Financing and (2) DHCS the term “Debt Commitment Letters” will be deemed to include any commitment letters with respect to any such Alternative Financing. The Purchaser shall establish a Center for Medicare and Medicaid Services give the Company prompt notice of any material change (CMSadverse or otherwise) approved Certified Public Expenditure with respect to the Debt Financing, including (CPEA) protocol before FFP associated with Pilot program services is made available to DHCS. This DHCS approved CPE protocol (Attachment AA the expiration or termination of all or any portion of the STCsfinancing commitments under the Debt Commitment Letters or any definitive documentation relating to the foregoing; (B) must explain all or any portion of the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed Debt Financing (including pursuant to the state plan reimbursement methodologies. 4) Pursuant any Alternative Financing or definitive documents relating to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhausted, or b) The specific service is not a benefit any of the OHC. If foregoing) becoming unavailable for any reason; or (C) any breach or repudiation by any party to the Contractor submits a claim Debt Commitment Letters (including any definitive documents relating to an OHC and receives partial payment any of the claim, foregoing) of which the Contractor may submit the claim Purchaser becomes aware if such breach would reasonably be expected to DMC and is eligible to receive payment up to the maximum DMC rate for the service, less the amount result in a material delay of the payment made by the OHCClosing Date. B. Rate Setting 1) The Contractor shall propose county-specific fee-for-service (FFS) provider rates for all modalities except the OTP/NTP modality. DHCS shall approve or deny those proposed rates to determine if the rates are sufficient to ensure access to available DMC-ODS Pilot program services. a) If DHCS denies the Contractor’s proposed rates, the Contractor shall have an opportunity to adjust the rates and resubmit them to DHCS to determine if the adjusted rates are sufficient to ensure access to available DMC-ODS Pilot program services. The Contractor must receive DHCS approval of its rates prior to providing any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure that all of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration of the DMC-ODS Pilot program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for this annual financial data and DHCS shall approve a final format. 3) Pursuant to W&I Code, Section 14124.24(h), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.