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 (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 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 (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 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 (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 (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 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 (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 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 1The Company and its Subsidiaries and its and their respective representatives shall provide all reasonable cooperation (including with respect to timeliness) For claiming Federal Financial Participation in connection with the arrangement of the Debt Financing as may be reasonably requested by the Purchaser (FFPprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participating in meetings, road shows, meetings with ratings agencies, drafting sessions and due diligence sessions, (ii) promptly furnishing the Contractor shall certify Purchaser and its financing sources with financial and other pertinent information regarding the total allowable expenditures incurred in providing Company as may be reasonably requested by the DMC-ODS Pilot program services provided either through Contractor-operated providersPurchaser, 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 Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act to consummate the offering of senior or senior subordinated notes (the “Required Financial Information”), (iii) must explain assisting the process DHCS Purchaser and its financing sources in the preparation of (A) offering documents, prospectuses or memoranda for any of the Debt Financing and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of the Purchaser and its financing sources for any of the Debt Financing, (v) providing and executing documents as may be reasonably requested by the Purchaser, including a certificate of the chief financial officer of the Company with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing, (vi) reasonably facilitating the pledging of collateral and assisting in the negotiation and execution of the Financing Agreements, (vii) using commercially reasonable efforts to obtain accountants’ comfort letters, legal opinions with respect to regulatory matters, surveys and title insurance as reasonably requested by the Purchaser, and (viii) providing monthly financial statements; provided that none of the Company and its Subsidiaries shall use be required to determine pay any commitment or other similar fee or incur any other liability (except for amounts subject to reimbursement or indemnification pursuant to the next sentence) in connection with the Debt Financing prior to the Closing, and no obligation of the Company or any of its Subsidiaries under any Financing Agreement shall be effective until the Closing. The Purchaser shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the counties under this demonstration. 3) Company and its Subsidiaries in connection with such cooperation. The Contractor Purchaser shall only provide state plan DMC services until DHCS indemnify and CMS approve hold harmless the Shareholders, the Company and its Subsidiaries and their respective representatives for and against any and all Damages suffered or incurred by them in connection with the arrangement of this Intergovernmental Agreement the Debt Financing and the approved Intergovernmental Agreement is executed any information utilized in connection therewith (other than information provided by the Contractor’s County Board Company or any of Supervisorsits Subsidiaries). During this timeThe Purchaser shall use its reasonable best efforts to take, state plan DMC services shall or cause to be reimbursed pursuant taken, all actions and to do, or cause to be done, all things necessary, proper or advisable that are within the Purchaser's control to (i) maintain in effect the Debt Commitment Letter and to satisfy on a timely basis all the conditions to obtaining the Debt Financing set forth therein, (ii) enter into definitive financing agreements with respect to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(aDebt Financing as contemplated by the Debt Commitment Letter (the "Financing Agreements"), if a beneficiary has Other Heath Coverage (OHC), then so that the Contractor shall bill that OHC Financing Agreements are in effect at or prior to billing DMC Closing and (iii) consummate the Financing at or prior to receive either payment from the OHCClosing; provided, however, that the Purchaser acknowledges and agrees that the failure to consummate the Financing shall not constitute a condition to the Purchaser’s obligation to proceed to the Closing (assuming the satisfaction 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 waiver 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 CodeArticle VI hereof); provided, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate. a) The Contractor shall ensure further, that all if any of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data the Debt Financing Commitment Letter or the Financing Agreements expire or are terminated or otherwise become unavailable prior to the DHCS Rates Setting Work Group upon its request Closing, in whole or in part, 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)any reason, the Contractor shall not require OTP/NTP providers to submit cost reports Purchaser may arrange for alternative financing on such terms as or more favorable to the Contractor for Purchaser than the purpose of cost settlementterms set forth in the Debt Financing Commitment Letter to replace the financing contemplated by such expired or terminated or unavailable commitments or agreements, sufficient to consummate the Transactions in the time periods required hereunder.

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 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 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 The Company shall, and shall cause the Company Subsidiaries to, and shall use its reasonable commercial efforts to cause its and the Company Subsidiaries’ Representatives to, provide to Parent and Purchaser all cooperation reasonably requested by Parent that is commercially necessary in connection with any new debt financing or refinancing of outstanding indebtedness of the Company or any Company Subsidiary, which cooperation shall include cooperating with (i) Parent’s Representatives preparation of bank books, materials for Services presentations, private placement memoranda, business projections or other appropriate disclosure documents, (ii) participation in due diligence sessions, including with Parent’s financial advisers and agents, and in “roadshow” and other meetings with the Company’s and the Company Subsidiaries’ lenders, (iii) causing its independent accountants to provide reasonable assistance and cooperation to Parent, (iv) the delivery of audited and unaudited historical and interim financial statements and data of the Company and the Company Subsidiaries, (v) 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 facilitating the pledging of collateral, (vi) providing access to the books and records, officers, directors, agents and representatives of the Company and the Company Subsidiaries, including for Parent’s legal and financial advisers and agents, (vii) assisting Parent in obtaining surveys and title insurance reasonably requested by Parent, (viii) taking all actions necessary or desirable to permit or facilitate consummation of any such financing or refinancing, including, without limitation, the payment of any customary fees and expenses in connection with such refinancing, (ix) assisting Parent in obtaining any consents of any third parties necessary or desirable to permit or facilitate consummation of any such financing or refinancing and (x) taking such other actions related to such financing or refinancing as are reasonably required by Parent; provided, that the Company and Company Subsidiaries and their Representatives shall not be obligated to (A) take any action that interferes with Company operations or (B) consummate any financing or refinancing that is on terms that are not reasonably acceptable to the Company; provided, however, (1) For claiming Federal Financial Participation with respect to up to $100,000,000 aggregate principal amount of any existing loans (FFPother than the Company’s Wachovia line of credit), any refinancing of such existing loans will be acceptable provided that the Contractor shall certify final maturity date is at least five years from the total allowable expenditures incurred in providing date of the DMC-ODS Pilot program services provided either through Contractor-operated providersnew loan, contracted fee-for- service providers or contracted managed care plans. the interest rate does not exceed by more than 2% per annum the interest rate on the existing loan and the proceeds of the refinancing to the Company from the new loan exceeds the current principal balance of the existing loan, (2) DHCS shall establish a Center for Medicare with respect to any unsecured real property, any financing will be acceptable provided that (i) the interest rate does not exceed 7.5%, the term is at least three years 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 loan proceeds equal not less than 50% of the STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. property’s appraised value and (3) The Contractor with respect to the Company’s Wachovia line of credit, it shall only be acceptable to (i) extend, modify or refinance the Company’s Wachovia line of credit or (ii) separately finance any or all of the properties presently securing such line of credit provided that (x) the financing of such properties does not cause a default under the Wachovia line of credit, and (y) the terms of such separate financings provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement that the interest rate does not exceed 7.5%, the term is at least three years 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 loan proceeds equal not less than 60% loan to the state plan reimbursement methodologiesappraised value. 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(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), 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 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 OHCtake, or a notice of denial from the OHC indicating that: a) The recipient’s OHC coverage has been exhaustedcause to be taken, or b) The specific service is not a benefit of the OHC. If the Contractor submits a claim all actions and to an OHC and receives partial payment of the claimdo, the Contractor may submit the claim or cause to DMC and is eligible be done, all things necessary, proper or advisable 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 arrange debt financing for the purpose of setting funding the OTP/NTP rates after transactions contemplated by this Agreement (the expiration “Debt Financing”) so as to close within the time period provided in Section 1.2 hereof. Parent shall keep ▇▇▇▇▇▇ informed on a reasonably current basis of the DMC-ODS Pilot programstatus of its efforts to arrange the Debt Financing. i. The DHCS Rates Setting Workgroup (b) ▇▇▇▇▇▇ shall propose provide to Parent all cooperation reasonably requested by Parent that is reasonably necessary and customary in connection with the Debt Financing (provided that such requested cooperation shall not unreasonably interfere with the operation of the business of ▇▇▇▇▇▇ or require ▇▇▇▇▇▇ to take any action ▇▇▇▇▇▇ reasonably believes to be inconsistent with Applicable Laws and provided further that ▇▇▇▇▇▇ shall not be required to pay any commitment or other similar fee or incur any other cost, expense or liability that is not simultaneously reimbursed by Parent in connection with the Debt Financing or any of the actions contemplated by this Section 6.11 prior to the Closing), including: (i) participating in a recommended format reasonable number of customary meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies; (ii) assisting Parent with the preparation of materials for this annual rating agency presentations and offering documents (including private placement memoranda, bank information memoranda, prospectuses and similar documents) necessary and customary 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 ▇▇▇▇▇▇ or any of its Subsidiaries; provided further, that any such memoranda or prospectuses shall contain disclosure and financial statements with respect to ▇▇▇▇▇▇ or the Surviving Corporation reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) assisting Parent with the preparation of 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 DHCS shall approve a final formatRegulation 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); (iv) furnishing Parent with financial and other pertinent information regarding ▇▇▇▇▇▇ as may be reasonably requested by Parent to consummate the Debt Financing, including all financial statements and financial data reasonably required to consummate the Debt Financing if such offering were registered under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act and the financial data required by Item 3-01 of Regulation S-K under the Securities Act; (v) using reasonable best efforts to assist Parent in procuring accountants’ comfort letters and consents, payoff letters, lien releases, legal opinions, surveys and title insurance as reasonably requested by Parent; (vi) providing and executing customary officer’s certificates and other similar documents as may be reasonably requested by Parent so long as no such document is effective until the occurrence of the Closing; (vii) using reasonable best efforts to cooperate with the marketing efforts of Parent and its financing sources for any Debt Financing to be raised by Parent to complete the transactions contemplated hereby; (viii) executing and delivering definitive financing documentation and delivering collateral for the Debt Financing, all effective at the Effective Time; and (ix) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent in connection with the consummation of the Debt Financing. 3(c) Pursuant The parties acknowledge that the active participation and assistance of appropriate members of management of ▇▇▇▇▇▇ will be necessary in order to W&I Code, Section 14124.24(h), enable Parent to create an offering memorandum or bank memorandum for any bond offering or bank credit facility that is part of the Contractor shall not require OTP/NTP providers Debt Financing. ▇▇▇▇▇▇ will endeavor to submit cost reports make such individuals reasonably available to the Contractor Parent for the purpose described in the preceding sentence to an extent generally consistent with the availability that would reasonably be expected in other comparable companies operating under a similar timetable. (d) All non-public or otherwise confidential information regarding ▇▇▇▇▇▇ obtained by Parent pursuant to this Section 6.11 shall be kept confidential in accordance with the Confidentiality Agreements. (e) Parent shall, promptly upon request by ▇▇▇▇▇▇, reimburse ▇▇▇▇▇▇ for all reasonable and documented out-of-pocket costs incurred by ▇▇▇▇▇▇ or its Subsidiaries in connection with their respective cooperation pursuant to this Section 6.11 and shall indemnify and hold harmless ▇▇▇▇▇▇, its Subsidiaries and their respective representatives for and against any and all losses suffered or incurred by them in connection with the arrangement of cost settlementthe Debt Financing and any information utilized in connection therewith (other than in respect of any actions or omissions of ▇▇▇▇▇▇, its Subsidiaries and its Affiliates which constitute willful misconduct or gross negligence or any information provided by ▇▇▇▇▇▇ or its Subsidiaries). (f) Parent acknowledges and agrees that consummation of the transactions contemplated by this Agreement is not conditional upon the receipt by Parent of the proceeds of the Financing Commitments and that any failure by Parent to consummate the Merger on the Closing Date, provided, that at such time the conditions to Closing set forth in Sections 7.1 and 7.2 are satisfied, shall constitute a breach by Parent of this Agreement.

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, 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 (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 (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 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 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) The Company agrees to use its reasonable best efforts to provide, and shall use its reasonable best efforts to cause its officers, directors, employees, financial advisors, counsel, accountants and other Representatives and Affiliates to provide, all cooperation reasonably requested by Parent, Holdco or Merger Sub to assist them in connection with the arrangement of the Financing. Such cooperation shall include but shall not be limited to the following: (i) participating (with appropriate seniority and expertise, of the Company to participate as possible) at reasonable times, upon reasonable advance notice, in meetings, presentations, due diligence sessions, and sessions with rating agencies, and otherwise cooperating with the marketing efforts for Servicesany of the Debt Financing; (ii) assisting Parent and the lenders under the Debt Financing with the timely preparation of customary: (1) For claiming Federal Financial Participation materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Debt Financing; (FFP2) memoranda and similar documents, in each case required in connection with the Debt Financing; and (3) forecasts of financial statements for one or more periods following the Closing Date (which, for the avoidance of doubt, will not include or be deemed to require the Company to prepare such forecasts of financial statements); (iii) cooperating with Parent in connection with the preparation and registration of any pledge and security documents, currency or interest hedging arrangements and other definitive financing documents as may be reasonably requested by Parent or lenders under the Debt Financing (including using best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and accountants’ comfort letters, in each case as reasonably requested by Parent), and otherwise reasonably facilitating the pledging of collateral, including but not limited to stock certificates, and the granting of security interests in respect of the Debt Financing; (iv) furnishing Parent, Holdco, Merger Sub and the lenders under the Debt Financing, as promptly as practicable, with all financial information reasonably required to be provided pursuant to the Debt Financing Commitment (all such information and documents in this Section 7.12(a)(iv), the Contractor “Required Financing Information”); provided, that such Required Financing Information will be deemed to not have been delivered if, at any point prior to the completion of the Debt Financing, such Required Financing Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Financing Information, in the light of the circumstances under which they were made, not misleading, unless and not until in each case the deficiency has been rectified; (v) cooperating with Parent to obtain customary and reasonable corporate and facilities ratings, consents, landlord waivers and estoppels, non-disturbance agreements, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by Parent; (vi) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with the repayment or other retirement of existing indebtedness and the release and termination of any and all related liens) on or prior to the Closing Date; (vii) delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and giving any other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; (viii) providing authorization letters to the lenders under the Debt Financing authorizing the distribution of information to prospective lenders or investors, in connection with any marketing efforts in connection with the Debt Financing, provided that the recipients of such information agree to customary confidentiality arrangements; (ix) taking corporate actions reasonably requested by Parent to permit the consummation of the Debt Financing; and (x) if requested by Parent or a lenders under the Debt Financing at least three (3) Business Days prior to the Closing Date, within a reasonable time furnishing Parent and the lenders under the Debt Financing with all documentation and other information about the Company and its Subsidiaries and Affiliates as is reasonably requested by Parent relating to applicable “know your customer” anti-money laundering and any other applicable governmental rules and regulations. The Company hereby consents to the reasonable use of its logos (without granting to any person any right, title or interest therein except for the limited rights expressly provided in this sentence) in connection with the Financing so long as 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 or any of its marks or other Company Intellectual Property Rights. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment or the Investment Agreement, the Company shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersprovide such cooperation as may be reasonably requested by Parent, contracted fee-for- service providers Holdco or contracted managed care plansMerger Sub necessary for them to obtain alternative financing from alternative sources. 2(b) DHCS shall establish Parent agrees that it will not, without the Company’s prior written approval, (i) add any conditions precedent to the Debt Financing Commitment, (ii) amend any existing conditions precedent to the Debt Financing Commitment in a Center for Medicare manner that is material and Medicaid Services adverse to the Company, or (CMSiii) approved Certified Public Expenditure materially increase the principal amount or interest rate or otherwise materially amend the economic terms under the Debt Financing (CPE) protocol before FFP associated with Pilot program services is made available including changes to DHCS. This DHCS approved CPE protocol (Attachment AA financial covenants), to the extent that such increase or change, if in effect on the date hereof, would have reasonably resulted in the Company Board being unable to make the determination, as of the STCsdate of this Agreement, under Section 315 of the ICL that there is not a reasonable suspicion that the Surviving Company will not be able to pay its debts to its creditors following the Merger. (c) must explain No lender under the process DHCS Debt Financing will have any liability to the Company or any of its Affiliates relating to or arising out of this Agreement, the Debt Financing or otherwise, whether at law or equity, in contract, in tort or otherwise. The Company or any of its Affiliates will not have any liability to the lender or any of its Affiliates relating to or arising out, the Debt Financing or otherwise, whether at law or equity, in contract, in tort or otherwise. (d) Notwithstanding anything to the contrary in this Agreement, none of the Company, any of its Subsidiaries or any of its or their respective directors or officers or other personnel, shall use be required by this Section 7.12(d) to determine take any action or provide any assistance that unreasonably interferes in any material respect with the ongoing operations of the Company and its Subsidiaries or 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. (e) Notwithstanding anything in this Agreement to the contrary, none of the Company or its Subsidiaries shall be required to (i) pay any commitment or other similar fee, including under any guarantee or pledge or any other document relating to the Financing prior to the Closing or (ii) enter into any binding agreement or commitment or any resolution or otherwise take any corporate or similar action with respect to the Financing that, in each case, is not conditioned on the occurrence of the Closing. (f) Infiniti and Parent shall (i) indemnify and hold harmless the Company and its Subsidiaries and its and their respective Representatives (collectively, the “Section 7.12 Indemnitees”) from and against any and all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations directly or indirectly suffered or incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS Section 7.12 Indemnitees in connection with their cooperation 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 assistance obligations set forth in W&I Codethis Section 7.12, 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 other than reasonable out-of-pocket costs 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(hexpenses (including reasonable attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations directly or indirectly suffered or incurred by the Contractor shall not require OTP/NTP providers to submit cost reports to Section 7.12 Indemnitees resulting from the Contractor gross negligence of any Section 7.12 Indemnitees, and (ii) reimburse the Company for the purpose of cost settlementall reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Company and its Subsidiaries (and its and their respective Representatives) in connection with their cooperation and assistance obligations set forth in this Section 7.12.

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 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 Upon request of Parent, the Company shall and shall cause the Company Subsidiaries, and shall use its commercially reasonable efforts to cause their respective advisors and representatives, to reasonably assist Parent and Merger Sub in connection with the arrangement of all or a portion of the funding in connection with the Transactions (the “Financing”); provided, that such requested cooperation and assistance does not unreasonably interfere with the ongoing business of the Company or the Company Subsidiaries. Subject to the immediately preceding sentence, such cooperation by the Company and the Company Subsidiaries and their respective advisors and representatives shall include, at the reasonable request of Parent, (i) participating in a reasonable number of meetings and presentations with prospective Financing Sources (including using commercially reasonable efforts to make available the Company’s senior management for Services 1) For claiming Federal Financial Participation (FFPparticipation in such meetings), (ii) using commercially reasonable efforts to provide information, in connection with the Contractor Financing, (iii) furnishing the report of the Company’s auditor on the most recently available audited consolidated financial statements of the Company and the Company Subsidiaries and using its reasonable best efforts to obtain the consent of such auditor to the use of such report in accordance with normal custom and practice, (iv) using commercially reasonable efforts to assist in the preparation of one or more confidential information memoranda and other marketing and syndication materials reasonably requested by Parent and (v) using commercially reasonable efforts to assist in procuring any necessary rating agency ratings or approvals. The Company hereby consents to the reasonable use of its logos in connection with the Financing, provided that such use is disclosed to the Company in writing prior to the time that it is so used, such logos are used in a manner that could not reasonably be expected to harm or disparage the Company, the Company Subsidiaries or their marks and on such other customary terms and conditions as the Company or applicable Company Subsidiary shall certify reasonably impose. Parent shall, promptly upon termination of this Agreement, reimburse the total allowable expenditures Company for all reasonable out-of-pocket expenses and costs incurred in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providersCompany’s or its affiliates’ obligations under this Section 6.14. Notwithstanding anything in this Agreement to the contrary, 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 neither the Company nor any of the STCs) must explain Company Subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the process DHCS shall use Financing prior to determine costs incurred the Effective Time. All material non-public information provided by the counties under Company or any of the Company Subsidiaries or any of their advisors or representatives pursuant to 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 Section 6.14 shall be reimbursed pursuant kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub shall be permitted to disclose such information to the state plan reimbursement methodologies. 4) Pursuant Financing Sources and ratings agencies during syndication of the Financing subject to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage such persons entering into customary confidentiality undertakings with respect to such information (OHC), then the Contractor shall bill that OHC prior to billing DMC to receive either payment from the OHC, or including through 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 and undertaking in 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 form customarily used in confidential information memoranda for the service, less the amount of the payment made by the OHCsenior credit 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), 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 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 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) 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 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 (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 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 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 the Purchaser in connection with the Purchaser arranging financing with respect to the Company, the Company Subsidiaries or the Real Properties effective as of or after (FFPand conditioned on the occurrence of) the Closing (collectively, the “Financing”), including using commercially reasonable efforts to (i) furnish 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 the Purchaser, within the Company’s and the Company Subsidiaries’ control and customarily 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, 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 the process DHCS Purchaser and its financing sources with the 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 the Purchaser and its financing sources for any Financing to be raised by the Purchaser to complete the Arrangement and the other transactions contemplated by this Agreement, (v) provide and execute documents as may be reasonably requested by the Purchaser and reasonably acceptable to the Company 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 and conditioned on the occurrence of the Closing), (vi) as may be reasonably requested by the Purchaser, following the obtainment of the Company Shareholder Approval, form new direct or indirect Company Subsidiaries pursuant to documentation reasonably satisfactory to the Purchaser and the Company, (vii) subject to compliance with the proviso to Section 4.12, as may be reasonably requested by the Purchaser, following the obtainment of the Company Shareholder Approval and provided that the Company reasonably determines, after prior consultation with the Purchaser, that such actions would not cause the Company or any Company Subsidiary to be subject to additional material Taxes or other material adverse Tax consequences (which for this purpose shall not include any income taxes of the Company or any Company Subsidiary resulting from any of the Refinancing Transactions or the distribution of such amounts) that are not indemnified by the Purchaser under the last sentence of this Section 4.14(a), transfer or otherwise restructure its ownership of existing Company Subsidiaries, properties or other assets, in each case, pursuant to documentation reasonably satisfactory to the Purchaser 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 assistance with respect to the review and granting of mortgages and other security interests in collateral for the Financing; attempting to obtain any consents associated therewith; obtaining customary mortgage, security and guarantee terminations and instruments of discharge required to be delivered; and taking all corporate or other organizational action reasonably necessary to permit the consummation of the Financing, (x) to the extent reasonably requested by a lender, attempt to obtain estoppels and certificates from tenants, lenders, managers, franchisors, ground lessors and counterparties to reciprocal easement agreements in form and substance reasonably satisfactory to any potential lender, (xi) cooperate in connection with the repayment or defeasance of any existing indebtedness of the Company or any Company Subsidiaries as of the Closing 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 the Purchaser, (xii) to the extent requested by the Purchaser, obtain accountants’ comfort letters and consents to the use of accountants’ audit reports relating to the Company and the Company Subsidiaries, and (xiii) subject to the requirements of any applicable lease (including any ground lease), to the extent reasonably requested by a lender, permit the Purchaser and its Representatives to conduct appraisal inspections of any 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 (x) neither the Purchaser 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, (y) the Purchaser shall schedule and coordinate all inspections with the Company in accordance with Section 4.2(a), and (z) the Company shall be entitled to have representatives present at all times during any such inspection), and (xiv) at the direction of the Purchaser, deposit, or cause to be deposited, the Return of Capital Amount with the Depositary for purposes of paying a portion of the amounts contemplated by the Plan of Arrangement; provided, however, that nothing herein shall require (A) cooperation to the extent it would unreasonably interfere with the business or operations of the Company or the Company Subsidiaries or unreasonably interfere with or hinder or delay the performance by the Company or the Company Subsidiaries of their obligations hereunder, (B) the Company to agree to pay any fees, reimburse any expenses, or give any indemnities prior to the Closing (except those fees and expenses that the Company is or will be reimbursed for by the Purchaser), (C) the approval of the Company Shareholders or any other securityholders of the Company for such Financing, (D) the Company to provide, or cause any of the Company Subsidiaries to provide, cooperation that involves any binding commitment by the Company or the Company Subsidiaries, which commitment is not conditional on the completion of the Arrangement and does not terminate without liability to the Company and the Company Subsidiaries upon the termination of this Agreement, (E) the Company or the Company Subsidiaries to take any action pursuant to any Contract, certificate or instrument that is not contingent upon Closing or that would be effective prior to Closing, (F) the Company Board or any of the Company Subsidiaries’ boards of directors (or equivalent bodies) to approve or adopt any financing or Contracts related thereto (or any alternative financing) prior to Closing or (G) any Representative of the Company or the Company Subsidiaries to take any action which would result in such Person incurring any personal liability (as opposed to liability in his or her capacity as an officer) with respect to any matters related to the Financing. 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 the Purchaser set forth in this Section 4.14(a). The Purchaser 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 4.14(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 Arrangement and the other transactions contemplated by this Agreement are not consummated, the Purchaser shall promptly reimburse the Company for any reasonable out-of-pocket costs incurred by the counties under this demonstrationCompany or the Company Subsidiaries not previously reimbursed). 3(b) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and Except as provided in the approved Intergovernmental Agreement is executed proviso to Section 4.2(b), all non-public or otherwise confidential information regarding the Company obtained pursuant to Section 4.14(a) by the Contractor’s County Board of Supervisors. During this time, state plan DMC services Purchaser or its Representatives shall be reimbursed pursuant to kept confidential in accordance with the state plan reimbursement methodologiesConfidentiality Agreement. 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, and shall cause its Subsidiaries and RMI to, and shall cause its and their respective Representatives to, provide to Parent and Merger Sub all cooperation reasonably requested by Parent that is necessary, proper or advisable in connection with the financing of the transactions contemplated by this Agreement (FFPthe “Financing”), including (i) participation in a reasonable number of meetings, presentations, due diligence sessions and sessions with rating agencies, (ii) assisting with the Contractor shall certify preparation of materials for rating agency presentations, offering documents, bank information memoranda and similar documents required in connection with the total allowable expenditures incurred Financing, including execution and delivery of customary representation letters reasonably satisfactory in providing form and substance to the DMC-ODS Pilot program services provided either through Contractor-operated providersCompany in connection with bank information memoranda, contracted fee-for- service providers (iii) as promptly as reasonably practical, furnishing Parent and its Financing sources with financial and other information regarding the Company, its Subsidiaries and RMI as may be reasonably requested by Parent, (iv) using reasonable best efforts to obtain appraisals, surveys, engineering reports, title insurance and other documentation and items relating to the Financing as reasonably requested by Parent and, if requested by Parent or contracted managed care plans. 2Merger Sub, to reasonably cooperate with and assist Parent or Merger Sub in obtaining such documentation and items, (v) DHCS shall establish using reasonable best efforts to execute and deliver any pledge and security documents, other definitive financing documents, or 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 shall use to determine costs incurred by pledging of collateral (including cooperation in connection with the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve pay off of this Intergovernmental Agreement existing indebtedness and the approved Intergovernmental Agreement is release of related Liens, if any), provided, that no obligation of the Company or any of its Subsidiaries under such executed by the Contractor’s County Board of Supervisors. During this time, state plan DMC services documents shall be reimbursed pursuant effective until the Effective Time, (vi) taking all actions necessary to (A) permit the state plan reimbursement methodologies. 4) Pursuant prospective Financing sources to Title 42 CFR 433.138 evaluate the Company’s, its Subsidiaries and 22 CCR 51005(a)RMI’s current assets, if a beneficiary has Other Heath Coverage (OHC)cash management and accounting systems, 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 procedures relating thereto for the servicepurposes of establishing collateral arrangements and (B) establish bank and other accounts in connection with the foregoing and (vii) using reasonable best efforts to obtain waivers, less consents, estoppels and approvals from other parties to Leases, Liens and Material Contracts to which the amount Company, any of its Subsidiaries or RMI is a party and to arrange discussions among Parent, Merger Sub and their financing sources with other parties to Leases, Liens and Material Contracts; it being understood that 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 (vii) 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 hereby consents to the use of its and its Subsidiaries’ logos, and shall reimburse all OTP/NTP providers at cause RMI to consent to the use of its 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, any of its Subsidiaries or RMI or the reputation or goodwill of the Company, any of its Subsidiaries or RMI and its or their marks. As of the date of this rateAgreement, 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, other than pursuant to Section 7.4 and subject to the limitations thereof, neither the Company, any of its Subsidiaries or RMI shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Financing. Parent and Merger Sub hereby agree and acknowledge that the Financing does not constitute a condition to the consummation of the transactions contemplated by this Agreement. 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 Financing prior to the Closing. a(b) The Contractor Parent shall ensure that 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 or advisable to obtain the funds necessary to comply with Section 4.5 hereof. Notwithstanding the foregoing, nothing in this Agreement shall require the Board 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 Directors of the DMC-ODS Pilot programCompany to take any action to approve any third party financing provided in connection with the Merger. 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)Prior to the Closing, the Contractor Company shall certify use its commercially reasonable efforts, and shall cause each of the total allowable expenditures incurred Company Subsidiaries to use its respective commercially reasonable efforts, to provide to Parent, at Parent’s sole expense, all cooperation as may be reasonably requested by Parent in providing connection with arranging and obtaining the DMCDebt Financing, including using commercially reasonable efforts to (i) upon reasonable prior notice, cause the Company’s appropriate senior officers to participate in a reasonable number of meetings and presentations with lenders and prospective lenders; (ii) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-ODS Pilot program services money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 to the extent requested at least ten Business Days prior to Closing; (iii) if required by the Debt Financing, reasonably facilitate the pledging of collateral for the Debt Financing, including by delivering original stock certificates, original stock powers and other equity instruments (together with appropriate original powers relating thereto) and original promissory notes (together with appropriate original note allonges relating thereto) to the Company on the Closing Date, provided either through Contractor-operated providersthat no pledge shall be effective until the Closing; (iv) furnish on a confidential basis to Parent, contracted fee-for- service providers or contracted managed care plansas promptly as reasonably practicable, such historical financial information and all other pertinent financial information regarding the Company and its Subsidiaries as is necessary and customary in connection with the Debt Financing, including in connection with the preparation of customary bank information materials, bank syndication materials, confidential information memoranda and similar customary marketing materials, as may be reasonably requested by Parent; (v) if required by the Debt Financing, execute and deliver, as of the Closing Date, definitive financing documents, including guarantee and collateral documents, hedging agreements and other certificates and documents as may be requested by Parent; and (vi) reasonably assist in the preparation of schedules required in connection with the Debt Financing. 2(b) DHCS shall establish a Center for Medicare and Medicaid Services Notwithstanding anything in this Agreement to the contrary, (CMSi) 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 neither the Company, any of the STCsCompany’s Subsidiaries nor any of their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents and other representatives shall be required to pay (or agree to pay) must explain any commitment or other fee or expense, provide any indemnities or incur any liability, adopt any resolutions or enter into any agreement in connection with the process DHCS shall use to determine costs Debt Financing (other than resolutions adopted, agreements entered into and liability incurred by the counties under Company and the Company’s Subsidiaries that only become effective upon the consummation of the Closing) (and none of the directors of the Company, acting in such capacity, shall be required to adopt any resolutions or enter into any definitive agreement with respect to the Debt Financing unless such directors will be continuing directors after the Closing Date), (ii) no actual or potential personal liability shall be imposed on the officers, directors, managers, employees, accountants, consultants, legal counsel, agents or other representatives of the Company or any of the Company’s Subsidiaries involved in connection with the Debt Financing, (iii) the Company and the Company’s Subsidiaries and their respective Representatives shall not be required to take any action that would (1) unreasonably interfere with the operation of the business of the Company or the Company’s Subsidiaries, (2) conflict with, or violate, the Company’s and/or any of the Company’s Subsidiaries’ organizational documents or applicable Law, (3) jeopardize or result in a loss or waiver of legal privilege or (4) result in a breach of, or a default under, any material contractual obligation of the Company or any of the Company’s Subsidiaries, (iv) nothing in this demonstrationSection 5.12 shall require the Company or any of the Company’s Subsidiaries or their respective Representatives to (1) make any representation as to the solvency of the Company and/or the Company’s Subsidiaries or execute or deliver any solvency certificate or similar document, (2) deliver or obtain opinions of internal or external counsel, (3) waive or amend any terms of this Agreement, cause any condition to the Closing set forth in Section 6.01, Section 6.02 or Section 6.03 to not be satisfied or cause any breach of this Agreement or (4) provide (or be deemed to require the preparation of) any (a) pro forma financial statements or information, (b) information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments, (c) description of all or any portion of the Debt Financing, (d) projections or other forward-looking statements relating to all or any component of the Debt Financing or (e) any audits, financial information or financial statements other than to the extent such audits, financial information or financial statements are readily available to the Company and are of a type and in a form customarily prepared by the Company. In addition, no action, liability or obligation of the Company, any of the Company’s Subsidiaries or any of their respective Representatives pursuant to any resolution, certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time. 3(c) The Contractor shall only Company will use its commercially reasonable efforts to (x) provide state plan DMC services until DHCS customary assistance, upon Parent’s reasonable request and CMS approve in accordance with the terms of this Intergovernmental Agreement the applicable indenture, in connection with any offers to purchase, exchange offers or consent solicitations made (any such offer or consent solicitation, a “Debt Offer”), in Parent’s discretion, by or on behalf of Parent, on terms determined by Parent in respect of the Company’s 3.88% First-Priority Senior Secured Notes and 4.69% Second-Priority Senior Secured Notes (collectively, the approved Intergovernmental Agreement is executed by “Debt Securities”), provided that (A) the Contractor’s County Board closing of Supervisors. During this time, state plan DMC services any Debt Offer shall be reimbursed conditioned upon the Closing, and any proposed amendments to the Debt Securities pursuant to the state plan reimbursement methodologies. 4Debt Offer shall become effective no earlier than the Effective Time, (B) Pursuant any such Debt Offer shall be consummated using funds provided by Parent, (C) the Company shall not be required to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then deliver any notice of redemption to the Contractor shall bill that OHC trustee of such Debt Securities or to the holders of such Debt Securities prior to billing DMC the Closing and (D) the consummation of a Debt Offer with respect to receive either payment from any series of Debt Securities shall not be a condition to Closing; and (y) if requested by Parent, in lieu of Parent commencing a Debt Offer for any Debt Securities, (A) substantially simultaneously with the OHCEffective Time, or issue 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 optional redemption for all 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 outstanding aggregate principal 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 ratessuch series of Debt Securities, 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 Coderedemption provisions of the applicable indenture and (B) take any other actions reasonably requested by Parent to facilitate the satisfaction and discharge of such series of Debt Securities pursuant to the satisfaction and discharge provisions of the applicable indenture and the other provisions of such indenture applicable thereto; provided that prior to, Section 14021.51. The Contractor or substantially concurrently with, the Company being required under clause (A) above to issue any notice of redemption to be issued substantially simultaneously with the Effective Time, Parent shall reimburse all OTP/NTP providers at this ratehave, or shall have caused to be, deposited with the trustee under the applicable indenture, sufficient funds to effect such redemption and satisfaction and discharge. a(d) The Contractor Parent shall ensure indemnify and hold harmless the Company and its Subsidiaries, and their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents, and other representatives, from and against any and all claims, liabilities, losses, damages, judgments, fines, penalties or costs arising in whole or in part out of actions or omissions undertaken pursuant to this Section 5.12 or the provision of information utilized in connection therewith, except in the event that all such claims, liabilities, losses, damages, judgments, fines, penalties or costs arose out of its contracted OTP/NTP providers provide it or result from the fraud of any such Person. Promptly upon request by the Company, Parent will reimburse the Company for any reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company, the Company’s Subsidiaries or their respective Representatives 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 cooperation 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 shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlementCompany’s Subsidiaries and their respective Representatives contemplated by this Section 5.12.

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 (FFP)The Company shall, to the extent Parent and/or Merger Sub may reasonably request in connection with the Financing, and shall cause each of its Subsidiaries and its and their respective officers, employees, auditors and other representatives to, cooperate with Parent and Merger Sub and take such actions as Parent and/or Merger Sub may reasonably request in connection with the arrangement of the Financing and the repayment of certain existing Funded Indebtedness of, and release of Liens on the assets and property of, the Contractor Company and its Subsidiaries, which cooperation shall certify include: (i) provision of such information regarding the total allowable expenditures incurred Company and its Subsidiaries as is reasonably requested by the Financing Sources or Parent, (ii) assisting in the preparation of an information memorandum related to the Financing to be used in connection with the syndication thereof and providing all information reasonably requested for 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 purpose of such syndication that is made reasonably available to DHCS. This DHCS approved CPE protocol (Attachment AA the Company and its Subsidiaries, including of the STCstype and form customarily included in information memoranda used to syndicate credit facilities of the type to be included in the Financing, (iii) must explain review and consultation with respect to the process DHCS preparation of all agreements, offering and syndication documents and materials, pro forma financial statements and financial projections and other documentation (including review of schedules for completeness) required in connection with the Financing, (iv) using commercially reasonable efforts to cause the Company’s (A) auditors to cooperate, at Parent’s expense, in connection with any information requests with respect to financial statements of the Company and its Subsidiaries in connection with the Financing or the syndication thereof and (B) attorneys to cooperate, at Parent’s expense, in connection with any information requests with respect to legal matters (except those subject to attorney-client privilege) of the Company and its Subsidiaries in connection with the Financing or the syndication thereof, (v) participation in meetings, drafting sessions, presentations and due diligence sessions in connection with the Financing or the syndication thereof, as reasonably requested by Parent or the Financing Sources, (vi) consent to the reasonable use of the Company’s trademarks, service marks and logos in connection with the Financing and (vii) execution and delivery by the Company and its Subsidiaries and their respective officers of any definitive financing documents, guarantees, the pledge of collateral, customary certificates (other than solvency certificates) or other documents and instruments relating to the Financing concurrent with the Effective Time, as may be reasonably requested by Parent or Merger Sub; provided that irrespective of the above, no obligation of the Company or any of its Subsidiaries pursuant to clause (vii) shall use be effective until the Effective Time and none of the Company or any its Subsidiaries shall (A) be required to determine bear any cost or expense or to pay any fee or make any other payment, other than out-of-pocket expenses incidental to cooperation pursuant to this Section 6.15(a) to be reimbursed by Parent, in connection with the Financing or any of the foregoing prior to the Effective Time, and 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, its Subsidiaries and their representatives in connection with the Financing or any cooperation pursuant to this Section 6.15(a), (B) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Financing prior to the Effective Time or (C) incur any other liability in connection with the Financing contemplated by the Commitment Letter prior to the Effective Time. Parent shall indemnify and hold harmless the Company from and against any and all Losses suffered or incurred by it in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by or on behalf of the Company). (b) Parent shall use reasonable best efforts to arrange and consummate the Financing as soon as reasonably practicable after the date of this Agreement on the terms and conditions described in the Commitment Letter, which actions shall include using reasonable best efforts (i) to maintain the Commitment Letter and negotiate and execute definitive agreements with respect thereto on terms and conditions contained therein, which terms and conditions shall not in any material respect expand upon the conditions to Closing or other contingencies to the funding on the Closing Date of the Financing as set forth in the Commitment Letter (the “Financing Agreements”); (ii) satisfy on a timely basis all conditions in the Commitment Letter and the Financing Agreements that are within its control; (iii) fully enforce its rights under the Commitment Letter and the Financing Agreements with respect to the availability of the Financing at or prior to Closing; and (iv) consummate the Financing at or prior to the Closing. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter or the Financing Agreements, Parent shall use reasonable best efforts to arrange to obtain promptly any such portion from alternative sources, including, on terms and conditions (including economic terms, termination rights, flex provisions and funding conditions) substantially similar to those included in the Commitment Letter as in effect on the date of this Agreement, in an amount sufficient, when added to the portion of the Financing that is available, to consummate the transactions contemplated by this Agreement (the “Alternative Financing”) and to obtain, and, when obtained, to promptly provide the Company with a copy of, a new financing commitment that provides for financing in an amount that is sufficient, when added to the portion of the Financing that is available, to consummate the transactions contemplated by this Agreement. If the Financing is available to be drawn down by Parent, in an aggregate amount sufficient to consummate the transactions contemplated by this Agreement, and the conditions to the Closing set forth in Section 7.1 and 7.2 have been satisfied (other than conditions that by their nature are to be satisfied at the Closing), Parent shall draw on such Financing and shall consummate the Closing. Parent shall give the Company notice promptly upon becoming aware of any material breach or threatened (in writing) material breach by any party to the Commitment Letter or the Financing Agreements, and Parent shall promptly give the Company notice in writing upon becoming aware of any termination or threatened (in writing) termination of the Commitment Letter, provided that the failure to provide such notice shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article 7 or give rise to a right of termination under Article 8. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing. Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), amend, modify, supplement, restate, substitute or replace the Commitment Letter in a manner that expands on the conditions precedent or contingencies to the funding on the Closing Date of the Financing as set forth in such agreements or that could otherwise impair, delay or prevent the consummation of the transactions contemplated by this Agreement. (c) Within (i) 45 days after the end of each fiscal month of the Company, the Company shall deliver to Parent unaudited statements of operations and cash flows for the Company for such fiscal month and the unaudited balance sheet of the Company as of the last day of such fiscal month and (ii) 60 days after the end of each fiscal quarter of the Company, the Company shall deliver to Parent unaudited statements of operations and cash flows for the Company for such fiscal quarter and the unaudited balance sheet of the Company as of the last day of such fiscal quarter (the financial statements contemplated by (i) and (ii), the “Additional Unaudited Interim Financial Statements”); provided that Parent shall have no further obligation under this demonstrationSection 6.15 from and after the Closing Date. The Additional Unaudited Interim Financial Statements (including notes and schedules thereto) (i) shall have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments and (ii) shall fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations, changes in stockholders’ equity and comprehensive income (loss) and changes in cash flows for the periods then ended (subject to the absence of footnotes and to normal year-end adjustments). 3(d) The Contractor shall only provide state plan DMC services until DHCS and CMS approve Notwithstanding any other provision of this Intergovernmental Agreement Agreement, for all purposes of Section 7.2(b), unless (i) the Company shall have committed any intentional breach of Section 6.15(a) and (ii) such breach alone, or together with all other such breaches, was the approved Intergovernmental Agreement is executed by primary cause of Parent’s failure to obtain the Contractor’s County Board Financing, the Company shall not be deemed to be in breach of Supervisors. During this timeany of its obligations under, state plan DMC services and it shall be reimbursed pursuant deemed to the state plan reimbursement methodologieshave complied with all of its obligations contained in, Section 6.15(a). 4(e) Pursuant to Title 42 CFR 433.138 Parent and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then Merger Sub acknowledge and agree that the Contractor shall bill that OHC prior to billing DMC to receive either payment from obtaining of 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 Financing is not a benefit condition to the Closing and reaffirm their obligation to consummate the transactions contemplated by this Agreement, including the Merger, irrespective and independently of the OHC. If availability of Financing, subject to the Contractor submits a claim to an OHC and receives partial payment fulfillment or waiver 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 Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rateArticle 7. 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, 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 Sellers, the Company and the Acquired Companies will: a. deliver to the Purchaser no later than five (5) Business Days before the Closing Date an audited carve-out combined balance sheet, and the related combined statements of income, stockholders’ equity and cash flows, of the Conwood Companies, together with Conwood-1 LLC, Conwood-2 LLC and Conwood LLC, as of and for Servicesthe year ended December 31, 2005, prepared in accordance with GAAP; and 1b. use reasonable efforts to cooperate, and will cause their officers, directors, employees, agents and other representatives and advisors to use reasonable efforts to cooperate, with the Purchaser and its financing sources in connection with the arrangement of the Debt Financing as may be reasonably requested by the Purchaser, including (i) For claiming Federal Financial Participation participation (FFPupon reasonably advance notice) in meetings, presentations, drafting sessions and due diligence sessions, (ii) furnishing the Purchaser and its financing sources with financial and other pertinent information regarding the Company, the Acquired Companies and the Business in the form reasonably requested by the Purchaser (provided that such information shall be subject to the terms of the Confidentiality Agreement), (iii) assisting the Contractor shall certify Purchaser and its financing sources in the total allowable expenditures incurred preparation of an offering document for any debt raised to consummate the Debt Financing as well as in the preparation of materials for road shows and rating agency presentations, (iv) taking commercially reasonable actions to cause their advisors to deliver reliance and/or comfort letters in connection with the Financial Statements, and (v) 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 executing documents as may be reasonably requested by the counties Purchaser (including any pledge and security documents, other definitive financing documents, and other certificates (including solvency certificates), or documents as may be reasonably or customarily requested by the banks and lenders); provided, however, that nothing herein shall require Sellers, the Company or the Acquired Companies in connection with such Debt Financing to (i) execute any documents that would be effective prior to the Closing or (ii) deliver or cause their attorneys to deliver any legal opinions. Notwithstanding anything in this Agreement to the contrary, failure by Sellers to comply with their obligations under this demonstration. 3Section 6.6(b) The Contractor shall only provide state plan DMC services until DHCS and CMS approve will under no circumstances be or be deemed to be a breach by Sellers of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board a covenant hereof or constitute a failure 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 condition set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate3.1. 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, 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 Closing, each Seller shall, and shall use commercially reasonable efforts to cause the Subject Entities to, provide assistance (and to cause their respective personnel and advisors to provide assistance) with the Debt Financing as is reasonably requested by Acquirors in connection with the arrangement of, and the satisfaction on a timely basis of all conditions precedent to, the Debt Financing. Such assistance shall include, but not be limited to: (i) reasonable participation in, and assistance with, the preparation of the Marketing Material; (ii) reasonable participation by senior management of the Subject Entities in, and assistance with, the preparation of a reasonable number of rating agency presentations and meetings with rating agencies; (iii) delivering the Financing Information to Acquirors as promptly as reasonably practicable once available; (iv) delivering customary authorization letters to the Lenders authorizing the distribution of Marketing Material to prospective investors (including assistance from the Manager, (x) with Acquirors’ determination of the presence or absence of material non-public information and (y) with Acquirors’ making customary 10b-5 representations); and (v) assisting Acquirors in connection with the preparation by Acquirors of any loan, pledge and security agreements required in connection with the Debt Financing for Servicesthe borrowing of loans and/or granting of a security interest (and perfection thereof) in the Subject Interests, including requesting that the transfer agent with respect to the applicable Subject Entity make any applicable notations in the equity register of the applicable Subject Entity reflecting the pledge of the Subject Interests in favor of the Financing Sources or an agent or trustee on their behalf if required; provided that (A) no Liability shall be imposed on Sellers, their Affiliates or any Subject Entity or their respective officers or employees involved and (B) information provided by Sellers or the Subject Entities in connection with the Debt Financing shall only be provided to sources or potential sources of financing that have executed a confidentiality agreement on terms reasonably acceptable to Sellers. Sellers hereby consent to the use of all of the Subject 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 Subject Entities, their respective Affiliates or their respective business. 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. 1(b) For claiming Federal Financial Participation (FFPNotwithstanding anything to the contrary in Section 7.4(a), (i) no Seller or Subject 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 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 execution of the STCsDebt Financing Documents or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing (except for the authorization letters set forth in Section 7.4(a)(iv)), (ii) must explain the process DHCS shall use to determine costs incurred by the counties no obligation of any Seller or Subject Entity or any of their respective Affiliates or any of their respective partners, members, managers, officers, directors, personnel and advisors 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 certificate, state plan DMC services shall be reimbursed document, instrument or agreement entered into pursuant to the state plan foregoing shall be effective until Closing (except for the authorization letters set forth in Section 7.4(a)(iv)), (iii) no Seller or Subject Entity or any of their respective Affiliates or any of their respective partners, members, managers, officers, directors, personnel and advisors shall 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 methodologiesprovision expressly set forth in Section 7.4(e)), in connection with the Debt Financing, (iv) no such cooperation shall be required to the extent it would unreasonably interfere with the ongoing business or operations of any Seller or Subject Entity or any of their respective Affiliates, (v) no Seller or Subject Entity shall be required to deliver any information if it is not reasonably available or prepared in the ordinary course of business of such Seller or Subject Entity, (vi) no Seller or Subject Entity or any of their respective Affiliates or any of their respective partners, members, managers, officers, directors, personnel and advisors 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, (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 Material Contract, any material Contract of any Seller or this Agreement, (viii) other than the obligations of Sellers to cooperate, and to cause the Subject Entities to cooperate with Acquirors, with respect to the Debt Financing as contemplated by Section 7.4(a), no Subject Entity, nor any of their respective Affiliates or any of their respective partners, members, managers, officers, directors, personnel and advisors shall incur any Liability with respect to the Debt Financing and (ix) no Subject Entity shall be a party to any agreement, certificate, document or instrument with respect to the Debt Financing (except with respect to the authorization letters set forth in Section 7.4(a)(iv). 4(c) Pursuant Acquirors shall use their reasonable best efforts to Title 42 CFR 433.138 take, or cause to be taken, all actions and 22 CCR 51005(ado, or cause to be done, all things necessary to obtain the proceeds of the Debt Financing on the Closing Date on terms and conditions no less favorable to Acquirors than the terms and conditions described in the Commitment Letters. Such actions shall include, but not be limited to, the following: (i) maintaining in effect the Commitment Letters, provided that Acquirors may replace or amend the Debt Commitment Letter (including, but not limited to, adding new lenders, lead arrangers, bookrunners, syndication agents or similar entities to the Debt Commitment Letter pursuant to the terms thereto) in accordance with this Section 7.4(c) and Section 7.4(d); (ii) participation by senior management of Acquirors in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iii) causing the Equity Financing to be consummated upon satisfaction of the conditions contained in the Equity Commitment Letter; (iv) satisfying on a timely basis all Financing Conditions that are within Acquirors’ or any of their Affiliates’ control; (v) negotiating, executing and delivering Debt Financing Documents on terms no less favorable to Acquirors than the terms contained in the Debt Commitment Papers (including any “market flex” provisions of the Fee Letter); and (vi) complying with Acquirors’ obligations under the Debt Commitment Papers. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied) and all closing conditions contained in Article VIII of this Agreement have been satisfied (other than those conditions which by their terms are only capable of being satisfied at the Closing) or waived, to the extent permitted, by the party entitled to the benefit thereof, each Acquiror shall use its reasonable best efforts (including by taking enforcement action) to cause each Lender to fund its committed portion of the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses at the Closing. Acquirors shall not, without the prior written consent of Sellers, permit any amendment, supplement or modification to, or any waiver of any material provision or remedy under, or replace, or enter into any other agreements, side letters or arrangements relating to, the Commitment Letters if such amendment, supplement, modification, waiver, replacement or other agreements, side letters or arrangements (A) would reasonably be expected to make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, (B) reduces the amount of the Financing, (C) adversely affects the ability of Acquirors to enforce their rights against any of the other parties to the Commitment Letters as so amended, supplemented, modified, waived or replaced, relative to the ability of Acquirors to enforce its rights against any of such other parties to the Commitment Letters as in effect on the date hereof or (D) adds new (or modifies any existing) conditions to the consummation of all or any portion of the Financing in a manner that would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement. (d) Acquirors shall give Sellers prompt notice of any breach by any party to the Commitment Letters of which any Acquiror or any of their respective Affiliates becomes aware; provided, however, that in no event shall Acquiror be under any obligation to disclose any information that may not be disclosed in accordance with the requirements of applicable Law. Without limiting Acquirors’ obligations under Section 7.4(c), if a beneficiary has Other Heath Coverage Financing Failure Event occurs, each Acquiror shall (OHC)i) promptly notify Sellers of such Financing Failure Event and the reasons therefor, then (ii) in consultation with Sellers, use its reasonable best efforts to obtain, as promptly as practicable following the Contractor shall bill that OHC prior to billing DMC to receive either payment occurrence of such event, alternative financing from the OHCsame or alternative financing sources on terms (including structure, or a notice of denial from covenants and pricing) not materially less beneficial to Acquirors than 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 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 Letters (including any “market flex” provisions contained in the Fee Letter), Section 14021.51with lenders reasonably satisfactory to Acquirors, in an amount sufficient to fund the Purchase Price and consummate the transactions contemplated by this Agreement and to pay related fees and expenses at the Closing) and (iii) obtain, and when obtained, provide Sellers with a copy of, a new financing commitment that provides for such alternative financing. The Contractor Neither Acquirors nor any of their respective Affiliates shall reimburse amend, modify, supplement, restate, assign, substitute or replace any of the Commitment Letters or any Debt Financing Document except as provided herein. Acquirors shall provide Sellers with prompt written notice (A) of (I) any breach or default (or any event that could reasonably be expected to give rise to a breach or default) by any party to any Commitment Letters of which Acquirors becomes aware, (II) any dispute or disagreement among parties to any Commitment Letter, (III) the receipt of any written notice or other written communication from any Lender or Equity Investor with respect to any actual, alleged or threatened breach, default, termination or repudiation by any party to any Commitment Letters or of any provision thereof and (IV) (and together with copies thereof) any amendment, supplement or modification to, or any waiver of any material provision or remedy under, or any replacement, or other agreement, side letter or arrangement relating to, the Commitment Letters, and (B) if at any time for any reason Acquirors believe in good faith that they will not be able to obtain all OTP/NTP providers or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by any of the Commitment Letters necessary to permit Acquirors to consummate the transactions contemplated by this Agreement and to pay related fees and expenses at this ratethe Closing. Acquirors shall keep Sellers reasonably informed on a current basis of the status of their efforts to consummate the Financing and shall provide Sellers the documentation with respect to any alternative financing promptly upon request. a(e) The Contractor Acquirors shall, promptly upon (but in no event later than ten days after) request by a Seller Indemnified Party or a Subject Entity, reimburse the Seller Indemnified Parties or Subject Entities, as applicable, for all documented out-of-pocket costs and expenses incurred by the Seller Indemnified Parties or Subject Entities, as applicable, in connection with cooperation required under or with respect to requests made under this Section 7.4 (including this Section 7.4(e)). Acquirors shall ensure that indemnify, defend and hold harmless the Seller Indemnified Parties and the Subject Entities from and against any and all of its contracted OTP/NTP providers provide it Losses suffered or incurred by them 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 program. i. The DHCS Rates Setting Workgroup shall propose a recommended format for Financing and the performance of their respective obligations under this annual financial data Section 7.4 (including any action taken in accordance with this Section 7.4(e)) and DHCS shall approve a final format. 3) Pursuant any information utilized in connection therewith; provided, however, that the foregoing obligations to W&I Code, Section 14124.24(h), the Contractor any Seller Indemnified Party shall not require OTP/NTP providers apply to submit cost reports any information provided by Sellers or Sellers’ Affiliates or other Representatives or to any Losses incurred as a result of the Contractor for the purpose willful misconduct or gross negligence of cost settlementany such Seller Indemnified Party.

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 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 demonstrationSection 6.06(a) promptly and, in any event, at least 20 days prior to the date of the Closing. 3(b) All information regarding the Company obtained by Parent or Merger Sub or its or their Representatives pursuant to Section 6.06(a) shall be kept confidential as and to the extent required by the Confidentiality Agreement; provided that the Company and Parent shall agree to amend or waive the Confidentiality Agreement to the extent such information is required under the federal securities Laws to be included in an offering document in connection with the Financing. Parent acknowledges and agrees that the Company shall not incur any liability to any person prior to the Effective Time in connection with any Financing. Parent and Merger Sub shall, on a joint and several basis, 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 arrangement of the Financing and any information utilized in connection therewith. (c) The Contractor Company shall only provide state plan DMC services until DHCS commence as soon as reasonably practicable after the receipt of a written request from Parent to do so, offers to purchase and CMS approve related consent solicitations with respect to any or all of the outstanding debt securities of the Company specified by Parent and permitted by applicable Law (collectively, the “Notes”) on the terms and subject to conditions reasonably requested by Parent (collectively, the “Debt Offers”). Parent shall prepare all necessary documentation in connection with the Debt Offer, subject to review by the Company. Notwithstanding the foregoing, the closing of the Debt Offers shall be conditioned on the consummation of the Merger. Parent shall, promptly upon termination of this Intergovernmental Agreement and Agreement, reimburse the approved Intergovernmental Agreement is executed Company for all reasonable out-of-pocket costs incurred by the Contractor’s County Board of SupervisorsCompany and its Subsidiaries in connection with the actions contemplated by this Section 6.06(c). During this time, state plan DMC services Parent acknowledges and agrees that the Company and its Subsidiaries shall be reimbursed pursuant not incur any liability to any person prior to the state plan reimbursement methodologies. 4) Pursuant Effective Time with respect to Title 42 CFR 433.138 and 22 CCR 51005(aany Debt Offer or any actions contemplated by this Section 6.06(c), if a beneficiary has Other Heath Coverage (OHC)and Parent agrees to indemnify and hold harmless the Company, then 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 Contractor shall bill that OHC prior to billing DMC to receive either payment from Debt Offers, 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 Debt Offers, information utilized in connection therewith 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 any actions contemplated by the OHCthis Section 6.06(c). 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) 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 (a) Prior to the Closing, Management Holdings, Sellers and the Acquired Companies shall, and shall cause the other Group Companies to, use reasonable best efforts to provide, at Buyer’s sole expense, the following cooperation with Buyer’s efforts to obtain debt financing in connection with the consummation of the Transactions (collectively the “Debt Financing”) (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of any of the Acquired Companies): (i) participation in a reasonable number of meetings, drafting sessions, rating agency presentations and due diligence sessions; (ii) furnishing Buyer and its potential debt financing sources for Services the Debt Financing (the “Lenders”) with such financial information relating to the Group Companies as may be reasonably requested by Buyer or the Lenders; (iii) as may be reasonably requested by Buyer, and no earlier than immediately prior to the Effective Time, use commercially reasonable efforts to transfer or otherwise restructure its ownership of the Group Companies, properties or other assets, including formation of new entities, in each case, pursuant to documentation reasonably acceptable to Seller Representative; provided that no action shall be required under this clause (iii) to the extent such action could reasonably be expected to cause any breach of, or require any board or investor vote under, the governing documents of any Acquired Company, (iv) provide documentation and other information relating to the Group Companies requested by Buyer in writing and required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations in connection with the Debt Financing, and (v) assisting Buyer and the Lenders in the preparation of (A) a customary offering document, private placement memorandum or bank information memorandum for any of the Debt Financing to the extent specifically required thereby and (B) materials for rating agency presentations; provided, that (1) For claiming Federal Financial Participation none of the Sellers, Management Holdings or Acquired Companies shall be required to pay any fees (FFP)other than reasonable out of pocket expenses promptly reimbursed by Buyer hereunder on demand) or incur any other liability in connection with the Debt Financing until after the occurrence of the Closing, (2) none of the Sellers, Management Holdings or Acquired Companies shall be required to execute or deliver any documents or take any action relating to the Debt Financing that is not contingent upon the Closing, (3) no Representative of the Sellers, Management Holdings or Acquired Companies shall be required to take any action that could reasonably be expected to result in or cause any liability (personal or otherwise) on the part of any Representative, (4) no action shall be required to the extent such action could reasonably be expected to cause any representation or warranty or covenant contained in this Agreement to be breached, unless expressly waived by Buyer and Seller Representative, and (5) 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, unless expressly waived by Buyer and Seller Representative. Any information provided to Buyer or its Representatives pursuant to this Section 6.8(a) shall be subject to the Confidentiality Agreement. (b) Buyer shall, and shall cause its Affiliates to, promptly upon request by the Seller Representative, reimburse Sellers and the Acquired Companies for all out-of-pocket costs and expenses (including third party attorneys’ fees) incurred in connection with the cooperation contemplated by this Section 6.8. Buyer acknowledges and agrees that no Group Company Related Person shall have any responsibility for, or incur any liability to any Person under or in connection with, the Contractor arrangement of the Debt Financing or any other financing that Buyer may obtain or seek to obtain in connection with the Transactions, and that Buyer shall certify indemnify and hold harmless the total allowable expenditures Group Company Related Persons from and against any and all Costs suffered or incurred by them in providing connection with the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers arrangement of the Debt Financing or contracted managed care plansany other financing that Buyer may obtain or seek to obtain in connection with the Transactions and any information utilized in connection therewith. 2(c) DHCS Prior to the Closing, upon the request of Seller Representative, Buyer 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 keep Seller Representative reasonably informed in reasonable detail of the STCs) must explain status of its efforts to obtain the process DHCS shall use to determine costs incurred by Debt Financing. The Buyer Parties acknowledge and agree that obtaining 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 Debt Financing is not a benefit condition to the Closing and reaffirms its obligation to consummate the Transactions irrespective and independently of the OHC. If the Contractor submits a claim to an OHC and receives partial payment availability of the claimDebt 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 satisfaction 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 rateArticle VII. a(d) The Contractor Upon request of Buyer, Sellers agree to forward or cause the applicable Group Company to forward estoppel certificates and subordination, non-disturbance and attornment agreements reasonably requested by Buyer’s lender to (i) tenants at any Property, (ii) counterparties under any recorded declaration or reciprocal easement agreement affecting any Property, and (iii) ground lessors under the Ground Lease Documents. Sellers and each Group Company shall ensure use commercially reasonable efforts to obtain such agreements or certificates by the applicable counterparty prior to Closing, provided that all delivery of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data to any such agreements by 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 applicable counterparty shall not require OTP/NTP providers be a condition to submit cost reports Buyer’s obligation to close and the Contractor for failure to deliver any such agreement shall not entitle Buyer to terminate this Agreement or delay the purpose of cost settlementClosing.

Financing. A. Payment In the event Parent or Merger Sub choose to obtain debt financing to fund all or any portion of the consideration payable in connection with the consummation of the Offer or the Merger or otherwise in connection with the transactions contemplated hereby, the Company shall, and shall cause its Subsidiaries, and its and their respective Representatives, to provide to Parent and Merger Sub such cooperation reasonably requested by Parent and/or the Financing Sources that is necessary, proper or advisable in connection with the any such financing and the transactions contemplated by this Agreement, including (A) participating in meetings, presentations, road shows, due diligence and drafting sessions and sessions with prospective Financing Sources, investors and rating agencies, and cooperating with the marketing efforts of Parent and Merger Sub and their Financing Sources; (B) assisting with the preparation of customary materials for Services 1rating agency presentations, information memoranda, lender and investor presentations and similar documents in connection with any such financing; (C) furnishing Parent, Merger Sub and the Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent; (D) obtaining legal opinions and other documentation and items as are reasonably requested by Parent; (E) executing and delivering, as of the Effective Time, any definitive financing documents, security documents and any certificates, documents or instruments ancillary to such financing (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters) and otherwise reasonably facilitating the pledge of collateral and other matters ancillary to such financing (including cooperation with payoff and release of Liens relating to existing indebtedness); and (F) taking all corporate or other actions, and providing such other assistance, necessary or reasonably requested by Parent to permit the consummation of such financing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with any financing undertaken by Parent or Merger Sub. For claiming Federal Financial Participation (FFPpurposes of this Agreement, “Financing Sources” means the entities that may commit to provide or to cause to provide, or otherwise entered into agreements in connection with, any financings in connection with the transactions contemplated hereby, and to any joinder agreements, credit agreements, purchase agreements or indentures relating thereto, and “Financing Source Parties” means, collectively, the Financing Sources, their Affiliates and such Persons’ and their Affiliates’ respective current, former and future directors, officers, general or limited partners, shareholders, members, managers, controlling persons, employees, representatives and agents, and their respective successors and assigns of each of the foregoing. Notwithstanding anything to the contrary contained in this Section 6.16), (i) nothing in this Section 6.16 shall require any such cooperation or assistance to the Contractor shall certify extent that it would (w) require the total allowable expenditures incurred Company or its Subsidiaries or any of their Representatives to waive or amend any terms of this Agreement or agree to pay any commitment or other fees or reimburse any material expenses prior to the Effective Time, or incur any material liability or give any indemnities or otherwise commit to take any similar action, in providing each case that is not contingent upon the DMC-ODS Pilot program services provided either through Contractor-operated providersClosing, contracted fee-for- service providers (x) require the Company or contracted managed care plans. 2its Subsidiaries to take any action that will conflict with or violate the Company’s or its Subsidiaries’ organizational documents or any Laws or result in a violation or breach, default or event of default under, any Contract to which the Company or any of its Subsidiaries is a party, (y) 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 result in any officer or director of the STCsCompany or its Subsidiaries incurring any personal liability with respect to any matters relating to the financing, or (z) must explain require the process DHCS Company or its Subsidiaries to enter into any financing or purchase agreement for the financing that would be effective prior to the Acceptance Time, and (ii) no liability or obligation of the Company or its Subsidiaries or any of their senior management, agents or representatives, as applicable, under any agreement entered into in connection with the financing shall use be effective until the Acceptance Time. In the event that this Agreement is terminated pursuant to determine costs Section 8.1(d)(i) or Section 8.1(d)(iii), Parent shall indemnify and hold harmless the Company and its Subsidiaries and their Representatives from and against any and all losses suffered or incurred by them in connection with the counties under cooperation or assistance contemplated by this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve of this Intergovernmental Agreement and Section 6.16 in arranging the approved Intergovernmental Agreement is executed financing (other than to the extent such losses arise from the breach by the Contractor’s County Board Company of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant its obligations hereunder) and any information utilized in connection therewith (other than to the state plan reimbursement methodologiesextent arising from information that is determined to have contained a material misstatement or omission). 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 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 Prior to the Closing, the Company shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use its reasonable best efforts, and shall use its reasonable best efforts to cause the Company Representatives to use their reasonable best efforts, to provide cooperation to Parent and Merger Sub as may be reasonably required in connection with the Debt Financing (which for Services 1) For claiming Federal Financial Participation purposes of this Section 5.09 shall include any offering of senior unsecured notes of the Parent issued to refinance the Senior Bridge Facility (FFPas defined in the Debt Commitment Letter), including (i) providing to Parent and Merger Sub from time to time information regarding the Contractor shall certify Company and its Subsidiaries reasonably requested by 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 Sources and Medicaid Services (CMS) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made reasonably available to DHCS. This DHCS approved CPE protocol the Company and assisting with the preparation of appropriate and customary materials for rating agency presentations, offering and syndication documents (Attachment AA including prospectuses, private placement memoranda, lender and investor presentations, bank information memoranda and similar documents), business projections and other marketing documents required in connection with the Debt Financing (all such documents and materials, collectively the “Offering Documents”) and identifying any portion of any information contained in any Offering Documents that constitutes material non-public information as to any Group Company; (ii) furnishing all documentation and other information required by Governmental Entities under applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001, but in each case, solely as relating to the Company and its Subsidiaries to the extent reasonably requested by Parent and Merger Sub; (iii) using reasonable best efforts to obtain (A) customary evidence of authority, customary officer’s certificates and customary insurance certificates, in each case, as reasonably requested by Parent or Merger Sub and (iv) assisting in the execution and delivery of, and the preparation of one or more credit agreements (or joinders thereto), pledge and security documents and other definitive financing documents as may be reasonably requested by Parent so long as such agreements, indentures and documents do not become effective prior to the Closing; provided, however, 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 STCsCompany or any of its Subsidiaries; and provided, further, that notwithstanding anything in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall (A) must explain be required to pay any commitment or other similar fee prior to the process DHCS Effective Time, (B) have any liability or obligation under any loan agreement or any related document or any other agreement or document related to the Debt Financing prior to the Effective Time,(C) be required to incur any other liability in connection with the Debt Financing prior to the Effective Time, (D) be required to deliver any audited financial statements, to the extent not available to the Company, or (E) be required to deliver or obtain opinions of internal or external counsel. The Company hereby consents to the use of its and its Subsidiaries’ logos in marketing materials for the Debt Financing; provided, however, 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. Parent shall use to determine costs promptly, upon request by the Company, reimburse the Company for any reasonable out-of-pocket expenses (including reasonable attorney’s fees) incurred by the counties Company or any of its Affiliates in connection with the cooperation of the Company contemplated by this Section 5.09. Parent and Merger Sub shall refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the failure of any of the conditions contained in the Debt Financing Commitment or in any definitive agreement relating to the Debt Financing. Parent and Merger Sub acknowledge and agree that, notwithstanding the Company’s obligations under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve Section 5.09, neither the obtaining of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed Debt Financing or any alternative financing, nor the completion of any issuance of securities contemplated by the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant Debt Financing is a condition to the state plan reimbursement methodologies. 4) Pursuant Closing, and reaffirm their obligation to Title 42 CFR 433.138 consummate the transactions contemplated by this Agreement irrespective 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 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 or the completion of any such issuance, the Contractor may submit the claim to DMC and is eligible to receive payment up subject to the maximum DMC rate for the service, less the amount satisfaction 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 rate7.01. 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 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 (a) Prior to the Closing, Seller shall use its reasonable best efforts to, and shall cause each of the Company and its Subsidiaries (other than any Excluded Entity) (collectively, the “Company Group”) to use their reasonable best efforts to, and shall use its reasonable best efforts to cause its and their respective Representatives (including legal and accounting) to use their reasonable best efforts to, in each case at Buyer’s sole expense, provide Buyer such cooperation reasonably requested by Buyer (including Buyer’s request at the direction of any Debt Financing Source) to arrange, underwrite, obtain, syndicate and/or consummate any Specified Debt Financing, including (but not limited to): (i) taking such actions as are reasonably requested by ▇▇▇▇▇ in connection with the preparation of Offering Documents; (ii) making officers of appropriate seniority reasonably available, with appropriate advance notice and at times and locations reasonably acceptable to Seller, for Servicesparticipation in bank meetings, additional bank calls during normal business hours at times to be mutually agreed, road shows and due diligence sessions (including accounting due diligence sessions); 1(iii) For claiming Federal Financial Participation furnishing Buyer and the Debt Financing Sources copies of historical financial data with respect to the Company Group and other financial data reasonably requested by Buyer or any Debt Financing Source, in each case prepared in the ordinary course of business of the Company Group, including, without limitation, the Required Information; (FFPiv) furnishing due diligence information (including, subject to the receipt of customary non-reliance letters, reports prepared by third parties) reasonably requested by the Debt Financing Sources in connection with the Offering Documents; (v) assisting with the preparation of customary materials relating to the Company Group for rating agency presentations, and participating in rating agency meetings, in each case, reasonably requested in connection with any Specified Debt Financing, in each case, with respect to information relating to the Company Group; (vi) providing information reasonably requested by Buyer or any Debt Financing Source regarding the Company Group under applicable “know your customer”, anti-money laundering rules and regulations and the USA PATRIOT Act of 2001, as amended, and the Beneficial Ownership Regulation, in each case, at least five (5) Business Days prior to the Closing Date to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; (vii) providing reasonable and customary authorization letters, confirmations and undertakings to the Debt Financing Sources authorizing the distribution of information relating to the Company Group to prospective lenders or other debt investors (including with respect to presence or absence of material non-public information and accuracy of the information contained therein); (viii) providing reasonable and customary assistance in the preparation by ▇▇▇▇▇ of (but not preparing) pro forma financial information and pro forma financial statements (it being understood that Buyer shall be responsible for the preparation of any pro forma calculations, any post-Closing or other pro forma cost savings, capitalization, ownership or other pro forma adjustments that may be included therein); and (ix) requesting its independent accountants to provide reasonable assistance to Buyer consistent with their customary practice (including to provide consent to Buyer to prepare and use their audit reports relating to the Company). (b) Notwithstanding anything to the contrary, (i) nothing in the preceding clause (a) shall require Seller to cooperate or take other actions to the extent it would interfere unreasonably or materially with the business or operations of the Company Group (it being acknowledged that subclauses (i) through (ix) of clause (a) above do not so interfere), 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 encumber any of the STCs) must explain assets of the process DHCS shall use Company Group prior to determine costs incurred Closing, or require any Company Group to pay any commitment or other fee or make any other payment or incur any other monetary or liability or obligation in connection with any Specified Debt Financing prior to the Closing Date (unless promptly reimbursed 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 Buyer pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(aterms of this Agreement), 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 ii) no obligation 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 member of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claimCompany Group under any agreement, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the servicecertificate, 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 document 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 instrument executed pursuant to the process foregoing shall be effective until the Closing, (iii) none of the boards of directors (or equivalent bodies) of any member of the Company Group shall be required to enter into or adopt any resolutions or take similar action approving or authorizing any Specified Debt Financing, the effectiveness of which is not conditioned upon the occurrence of the Closing, (iv) nothing herein shall require Seller to (A) execute or deliver any definitive financing agreements, the effectiveness of which is not conditioned upon the occurrence of the Closing, or cause any definitive financing agreements to be signed by any officer or director of the Company that is not continuing on as an officer or director immediately after Closing, (B) take any action that could reasonably be expected to conflict with, or violate, any of the organization documents of a member of the Company Group or applicable Law or result in a breach of the terms of this Agreement, (C) prepare or deliver any legal opinions, (D) prepare or deliver any description of all or any portion of the Specified Debt Financing, including any “description of notes” or “description of other indebtedness”, or other information customarily provided by financing sources or their counsel or (E) prepare or deliver any risk factors relating to all or any component of the Specified Debt Financing, including any such description to be included in liquidity and capital resources disclosure and (v) it is understood and agreed that the condition precedent set forth in W&I CodeSection 7.3(b), as applied to Seller’s obligations under Section 14021.51. The Contractor 6.17, shall reimburse all OTP/NTP providers at this ratebe deemed to be satisfied unless the Specified Debt Financing has not been obtained as a direct result of Seller’s intentional and willful breach of its obligations under Section 6.17. a(c) The Contractor Buyer shall ensure that indemnify and hold harmless Seller, any member of the Company Group 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 any of them in connection with the arrangement of any Specified Debt Financing and the performance of their respective obligations under Section 6.17(a), other than to the extent any of the foregoing arises from the fraud, bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, Seller or any member of the Company Group or their respective Representatives. Buyer shall, promptly upon request by ▇▇▇▇▇▇, reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ and accountants’ fees) incurred by Seller or any member of the Company Group in connection with the arrangement of any Specified Debt Financing and the performance of their respective obligations under Section 6.17(a). Seller hereby consents to the use 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 each member of the DMC-ODS Pilot programCompany Group’s logos in connection with any Specified Debt Financing; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage Seller or any member of the Company Group or the reputation or goodwill of Seller or any member of the Company Group. i. The DHCS Rates Setting Workgroup shall propose a recommended format for (d) For the avoidance of doubt, Buyer may, to most effectively access the financing markets, request the cooperation of Seller and each member of the Company Group under this annual financial data Section 6.17 at any time, and DHCS shall approve a final formatfrom time to time on multiple occasions, between the date hereof and the Closing Date. 3(e) Pursuant If, in connection with a marketing effort contemplated by any Specified Debt Financing, Buyer reasonably requests (reasonably in advance of any requested filing) that Seller make publicly available information that would otherwise contain material non-public information regarding Seller and the Company Group, which information is necessary or customary to W&I Codeinclude in the Offering Documents for such Specified Debt Financing and Buyer reasonably determines (and Seller does not reasonably object on the basis that the proposed filing would violate applicable Law or an obligation of confidentiality) to include in an Offering Document for such Specified Debt Financing, Section 14124.24(h)then, the Contractor upon each of Buyer’s and Seller’s review of such filing, Seller shall not require OTP/NTP providers cause such information to submit cost reports be made publicly available in a manner reasonably acceptable to the Contractor for the purpose of cost settlementBuyer.

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 for Services 1(a) For claiming Federal Financial Participation (FFP)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 Contractor shall certify Transactions, including using reasonable best efforts to (i) negotiate and enter into the total allowable expenditures incurred 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 providing the DMC-ODS Pilot program services provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plansFinancing Agreements. 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 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 not a benefit customary, necessary or advisable in connection with arranging, obtaining and syndicating the Financing and any other financing or refinancing transactions undertaken by Parent or any Parent Subsidiary to the 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 OHC. If Company to participate in, the Contractor submits a claim 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 an OHC the Financing Sources authorizing the distribution of information to prospective lenders and receives partial payment 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 claimOffering Documents (including execution of customary authorization and management representation letters), 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 (iii) designating one member of senior management of the payment made 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 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.Debt Commitment Letters,

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 Table of Contents 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 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 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 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 New Financing Commitments shall not require OTP/NTP providers to submit cost reports (A) impose new or additional conditions to the Contractor for receipt of the purpose Financing as set forth in the Debt Table of cost settlement.Contents

Financing. A. Payment While Purchaser may pursue, after the Contingency Date, financing and/or an equity investment in connection with Purchaser’s purchase under this Agreement, Purchaser’s obligation to close hereunder shall not be contingent upon the availability of and/or closing on any financing and equity investment. Prior to Closing, Purchaser agrees to keep and maintain in strict confidence (and shall instruct its consultants, Affiliates, prospective lenders and prospective investors to keep and maintain in strict confidence) all information related to the Subject Property which is generated by or on behalf of Purchaser or delivered to Purchaser or its consultants by Seller or its representatives, including, without limitation, all books, records, reports, surveys, studies, plans, assessments, leases, licenses, agreements and other documents. The foregoing restrictions do not apply to information in the public domain as a result of lawful disclosure, or if disclosure is required under applicable laws, including, without limitation, governmental regulatory, disclosures, tax and reporting requirements. Purchaser shall provide to Seller (at no cost to Seller) true and complete copies of all reports, test results, surveys and other results of its Tests relating to the physical condition and/or other attributes of the Subject Property (i.e., surveys, environmental reports, zoning reports, property condition reports) obtained by Purchaser which are prepared by third parties promptly following any election by Purchaser to terminate this Agreement. Any such items provided by Purchaser shall be without representation or warranty by Purchaser as to the accuracy, completeness or reliability of same. In no event shall Purchaser be obligated to provide to Seller any appraisals, opinions of value or financial analyses performed by or for Services 1) For claiming Federal Financial Participation (FFPPurchaser in connection with its investigations of the Subject Property. On or before the Contingency Date, Purchaser shall notify Seller in writing if the Conditions Precedent in subsections 3(a), (b) and (c) have not been satisfied or waived by Purchaser, in Purchaser’s sole and absolute discretion. If Purchaser so timely notifies Seller or if Purchaser fails to notify Seller on or prior to the Contractor Contingency Date as to whether the Conditions Precedent in subsections 3(a), (b), and (c) have or have not been satisfied or waived by Purchaser, then this Agreement shall certify terminate and the total allowable expenditures incurred in providing the DMC-ODS Pilot program services ▇▇▇▇▇▇▇ Money shall be returned to Purchaser provided either through Contractor-operated providers, contracted fee-for- service providers or contracted managed care plans. 2) DHCS Purchaser and Seller 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 execute any document reasonably required by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve other party to evidence such termination. Upon such termination, neither party will have any further rights or obligations (other than the indemnity obligations 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 Purchaser set forth in W&I CodeSection 3(b) and the indemnity obligations of Purchaser set forth in Section 13 of this Agreement, Section 14021.51. The Contractor and any other obligations that specifically survive the termination hereof in accordance with the terms of this Agreement, which obligations shall reimburse all OTP/NTP providers at survive any such termination) regarding this rateAgreement. 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) From the date of this Agreement until the Effective Time or earlier termination of this Agreement in accordance with its terms, the Company shall use its reasonable best efforts, and shall cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to use their respective reasonable best efforts, at Parent’s sole cost and expense, to cooperate with Parent to provide Parent with such customary assistance as may be reasonably requested by Parent in connection with Parent’s efforts to obtain Financing, including using reasonable best efforts to: (i) provide customary assistance to Parent and any of Parent’s financing sources in connection with the preparation of any offering memorandum, prospectus, bank books, ratings agency materials or presentations, lender presentations and similar documents used in connection with the marketing or syndication of any portion of the Financing; (ii) provide Parent with the Required Financial Information in accordance with Section 5.22 and other information regarding the Company and its Subsidiaries (including any projections of the Company and its Subsidiaries that have been prepared in the Ordinary Course of Business) as is reasonably requested by Parent as necessary for ServicesParent to consummate any Financing; (iii) request and use reasonable best efforts to facilitate (including by providing customary representation letters) its independent auditors to (A) provide customary accountant’s comfort letters (including “negative assurance” comfort and change period comfort) with respect to financial information regarding the Company and its Subsidiaries contained in materials relating to the Financing, together with drafts of such comfort letters that such independent auditors are prepared to deliver upon the “pricing” of any equity or high-yield bonds being issued in connection with any Financing, and consents from the Company’s independent auditors with respect to financial information regarding the Company and its Subsidiaries, in each case, as reasonably requested by Parent and necessary or customary for financings similar to the Financing, and (B) attend a reasonable and customary number of accounting due diligence sessions and drafting sessions, which sessions shall be telephonic or held by videoconference and held at reasonable and mutually agreed times, and respond to reasonable and customary diligence inquires; (iv) cause the Company’s senior management to participate in a reasonable number of lender presentations, due diligence sessions, “road show meetings,” sessions with ratings agencies and telephone conferences with prospective Financing sources, in each case, upon reasonable advance notice, during normal business hours, and at mutually agreed times; (v) assist with Parent’s preparation of pro forma financial statements, by furnishing Parent with historical financial information and other data with respect to the Company and its Subsidiaries to the extent reasonably available to the Company and respond to reasonable and customary diligence inquires as may be necessary in order for Parent to prepare pro forma financial statements (it being agreed that Parent, and not the Company or its Subsidiaries or their respective Representatives, shall be responsible for the preparation of the pro forma financial statements and any other pro forma information); (vi) provide, at least three (3) Business Days prior to Closing, all documentation and other information about the Company as is reasonably requested by Parent which Parent’s Financing sources reasonably determine is required with respect to applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act), to the extent requested in writing at least eight (8) Business Days prior to the Closing; (vii) (A) execute and deliver as of the Closing (but not prior to the Closing) definitive financing documents, including any pledge and security documents, credit or loan agreements, indentures or supplemental indentures, guarantees, certificates or documents, in each case, as reasonably required in connection with the Financing, (B) assist with the preparation of applicable schedules and other disclosures and information regarding the Company and its Subsidiaries necessary in connection therewith and (C) otherwise reasonably cooperate to facilitate the pledging of, and the granting of security interests in, collateral owned by the Company and its Subsidiaries in connection with the Financing; provided that, in each case of this clause (v), such agreements or documents will not take effect until the Closing and no obligation of the Company or any Subsidiary or any of their Representatives under any such document or agreement shall be effective until the Closing; and (viii) provide customary authorization and representation letters authorizing the distribution of information relating to the Company and its Subsidiaries to prospective lenders and investors. (b) Notwithstanding anything to the contrary set forth in this Section 5.17, none of the Company or any of its Subsidiaries shall be required to: (i) waive or amend any terms of this Agreement, cause any condition to the Closing set forth in Article VI not to be satisfied or cause any breach of any of the representations and warranties or covenants of this Agreement; (ii) pay or agree to pay any commitment or other fee or reimburse any expenses prior to the Closing; (iii) incur any liability or give any indemnity in connection with the Financing that would be effective prior to the Closing; (iv) take any action that would require any director, officer or employee of the Company to execute any document, agreement, certificate or instrument that would be effective prior to the Closing (other than representation letters and authorization letters referred to above) (and none of the directors of the Company, acting in such capacity, shall be required to adopt any resolutions to approve the Financing or enter into any definitive agreement with respect to the Debt Financing effective prior to the Closing other than representation letters and authorization letters referred to above); (v) take any action that would be reasonably likely to unreasonably interfere with the ongoing business or operation of the Company or any of its Subsidiaries; (vi) take any action that would cause any director, officer or employee of the Company to incur any actual or potential personal liability; (vii) take any action that would conflict with or violate the Company’s or any of its Subsidiaries’ Organizational Documents or any applicable Law or result in breach of, or a default under, any Material Contract of the Company or any of its Subsidiaries; (viii) deliver or obtain opinions of internal or external counsel; (ix) provide access to or disclose information that the Company reasonably determines would be detrimental to the operation of the business, waive any attorney-client, work product or similar privilege of the Company or any of its Subsidiaries or which is restricted or prohibited under applicable Law; or (x) (1) For claiming Federal Financial Participation prepare any pro forma financial statements or information, or (FFP)2) provide information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments desired to be incorporated into any information used in connection with 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. 2(c) DHCS shall establish a Center Parent shall: (i) promptly, upon request by the Company, reimburse the Company and its Affiliates for Medicare all costs and Medicaid Services expenses (CMSincluding attorneys’ fees and accountants’ 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 and any of its Affiliates in connection with its compliance with Section 5.17(a); and (ii) indemnify and hold harmless the Company, its Affiliates, and their respective Representatives from and against all claims, losses, damages, injuries, liabilities, judgments, awards, penalties, fines, costs (including cost of investigation) and reasonable and documented expenses (including attorneys’ fees and accountants’ fees) (collectively, “Losses”) suffered or incurred by any of them in connection with this demonstrationSection 5.17, except to the extent that such Losses arise from the Company’s, its Affiliates’ or their respective Representatives’ fraud, gross negligence or willful misconduct or any information supplied by such Persons pursuant to this Section 5.17 not being true or accurate. 3(d) 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 Notwithstanding anything to the state plan reimbursement methodologies. 4contrary herein, (x) Pursuant to Title 42 CFR 433.138 Parent acknowledges and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then agrees that obtaining 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 Financing is not a benefit condition to the Closing and even if the Financing is not obtained, Parent will continue to be obligated to consummate the transactions contemplated hereby and (y) the Company shall not be deemed to be in breach 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 covenants set forth in W&I Code, this Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at 5.17 so long as it has acted in good faith to comply and has not committed any Willful Breach of this rateSection 5.17. 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.prior 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, orPurchaser shall use commercially reasonable efforts to arrange and obtain the Financing on commercially reasonable and customary terms and conditions. The Purchaser shall keep the Sellers and the Company reasonably apprised regarding material developments in the status of the Financing. (b) The specific service is not a benefit Company and the Sellers shall, and the Sellers shall cause the Company, or shall cause the Subsidiaries and their Representatives, to provide all reasonable cooperation (including with respect to timeliness) in connection with the arrangement of the OHC. If Financing as may be reasonably requested by the Contractor submits Purchaser, including: (i) participation in meetings, drafting sessions and due diligence sessions; (ii) assisting the Purchaser and its financing sources in the preparation of (A) any offering documents, prospectuses, registration statements under the Securities Act to be filed by the Purchaser or the Company with the SEC (a claim to an OHC and receives partial payment “Registration Statement”) or other disclosure documents requested by the Purchaser for any of the claimFinancing and (B) materials for rating agency presentations; (iii) assisting with the marketing efforts of the Purchaser and its financing sources for any of the Financing; (iv) furnishing the Purchaser and its financing sources, on a timely basis consistent with past practice, with financial and other pertinent information regarding the Company and the Subsidiaries as may be reasonably requested by the Purchaser to obtain the Financing, including all financial statements and financial data of the type that are or would be required by Regulation S-X and Regulation S-K under the Securities Act to be included in a registration statement on Form S-1 or of the type and form customarily included in offering documents, prospectuses or registration statements for the sale of debt securities or that are desirable for marketing purposes to consummate the offering of such debt securities (the “Required Financial Information”), including, without limitation, (A) audited financial statements of the Company and Subsidiaries for the three fiscal years ended most recently prior to the Closing, (B) unaudited consolidated financial statements of the Company and Subsidiaries for any interim quarterly periods that have ended since the end of the most recent fiscal year, and (C) pro forma financial statements as to the Company and Subsidiaries after giving effect to the transactions contemplated hereby, which in each case with respect to the foregoing shall be reasonably satisfactory to the Purchaser and its financing sources and shall meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under the Securities Act on Form S-1 and (D) within 30 days of the end of each Fiscal Period ending on or after the date hereof, a Period Board Report covering such Fiscal Period; (v) providing and executing documents as may be reasonably requested by the Purchaser, including, any certificates of the Chief Executive Officer and Chief Financial Officer of the Company or any Subsidiary and other ancillary documents required in connection with the Financing; (vi) facilitating the pledging of collateral effective upon the Closing; (vii) using reasonable best efforts to cause the Company’s Accountants to take such actions as the Purchaser may reasonably request in connection with the Financing, including, without limitation, to (A) obtain the consent of Company’s Accountants to the use of its reports on the audited financial statements provided as Required Financial Information, (B) deliver a “comfort letter” in a form meeting the requirements of SAS 72, as such statement has been amended or modified, or such other form as may be reasonably requested by Purchaser, (C) perform a SAS 100 review of any unaudited financial statements provided as Required Financial Information, and (D) enter into customary agreements or engagements with accountants; (viii) using reasonable best efforts to provide and enter into credit agreements with banks and purchase agreements and underwriting agreements with underwriters; provided that none of the Company nor any Subsidiary shall be obliged to issue securities or borrow funds under any such agreement unless and until the Closing shall have occurred; and (ix) using reasonable best efforts to obtain legal opinions, surveys and title insurance as reasonably requested by the Purchaser; provided that none of the Company or any Subsidiary 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. (c) The Company shall, and the Sellers shall cause the Company to, use commercially reasonable efforts to obtain, on a timely basis, the Contractor may submit executed audit opinion of the claim to DMC and is eligible to receive payment up Company Accountant with respect to the maximum DMC rate Consolidated Financial Statements of the Company and its Subsidiaries for the servicefiscal year ended as of December 27, less 2005 (the amount “2005 Audit”). (d) The Company shall, and the Purchaser shall cause the Company, to use commercially reasonable efforts to obtain, on a timely basis, the 2006 Audit. The Purchaser shall notify the Sellers in writing within five Business Days after receipt of the payment made by 2006 Audit, which notice shall specify 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 date 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 receipt of the DMC-ODS Pilot program2006 Audit, and Purchaser and Sellers shall promptly thereafter notify the Escrow Agent of the date of the Survival Date. 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 Prior to the Closing. the Company shall use reasonable efforts to, and shall cause Protonex LLC to use reasonable efforts to, cooperate with Parent (FFPand use reasonable efforts to cause the independent accounting firm and other advisers retained by the Company to cooperate with Parent), at Parent’s sole cost and expense (except to 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 extent that such costs 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 expenses would otherwise be incurred by the counties Company pursuant to its obligations under Section 5.9), in connection any equity and/or debt financing by Parent (whether or not directly related to the Transactions contemplated by this demonstration. 3Agreement) The Contractor shall only provide state plan DMC services until DHCS (collectively, the “Financing”), including, without limitation, (i) facilitating customary due diligence, (ii) arranging for members of senior management of the Company and CMS approve Protonex LLC to participate in meetings, presentations, road shows, due diligence sessions (or other sessions with prospective lenders, investors and rating agencies), drafting sessions, sessions with rating agencies or other syndication activities reasonably required in order to satisfy the conditions to consummation of this Intergovernmental Agreement the Financing, (iii) assisting Parent and its financing sources with the preparation of customary materials for rating agency presentations, bank information memoranda (including customary authorization and representation letters) and other written offering materials used to syndicate such Financing, to the extent information contained therein relates to the Company or Protonex LLC, (iv)(A) assisting with the preparation of any pledge and security documents, any loan agreement, currency or interest hedging agreement, and other definitive financing documents and using reasonable efforts to assist in the negotiation and execution of collateral related documentation involving third parties and (B) providing documents requested by Parent or its financing sources relating to the existing indebtedness of the Company and the approved Intergovernmental Agreement is executed by release of related Liens, including customary payoff letters, (v) facilitating the Contractor’s County Board pledging of Supervisors. During this timecollateral and the granting of security interests in collateral in connection with the Financing, state plan DMC services provided that no pledge or grant of security interests shall be reimbursed pursuant effective until the Closing, and (vi) furnishing to Parent and its financing sources as promptly as practicable such financial and other pertinent information regarding the state plan reimbursement methodologies. 4) Pursuant Company and its subsidiaries as may be reasonably requested by Parent to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then satisfy the Contractor shall bill that OHC prior conditions 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 consummation of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claimFinancing, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the serviceincluding, less the amount of the payment made by the OHCwithout limitation, applicable “know your customer” information. 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 1Subject to limitations imposed by law, the Company shall, and shall cause its Subsidiaries (or in the case of the Consolidated Entities, use its commercially reasonable efforts to cause each of the Consolidated Entities) For claiming Federal Financial Participation to provide, and use its reasonable best efforts to have its and their Representatives cooperate with Parent and its Representatives in connection with the arrangements by Parent and Merger Sub to obtain any debt or equity financing or to facilitate Parent’s post-acquisition planning, and in connection with the pre-payment of the Company’s existing debt, as may be reasonably requested by Parent (FFPprovided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or unreasonably interfere with or hinder or delay in any material aspect the performance by the Company of its other obligations hereunder), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing Parent and Merger Sub and their financing sources with financial and other pertinent information regarding the Contractor shall certify Company as may be reasonably requested by Parent, (iii) assisting Parent and Merger Sub and their financing sources in the total allowable expenditures incurred preparation of (A) an offering document for any debt or equity raised to complete, or following the completion of, the transactions contemplated by this Agreement and (B) materials for rating agency presentations, (iv) cooperating with Parent and Merger Sub in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersconnection with applications to obtain such consents, contracted fee-for- service providers approvals or contracted managed care plans. 2authorizations which may be necessary or desirable in connection with such financing, (v) 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 using commercially reasonable efforts to DHCS. This DHCS approved CPE protocol (Attachment AA seek to take advantage of the STCsCompany’s existing lending relationships, including attempting to persuade the Company’s existing lenders to participate in a syndicate, (vi) must explain reasonably cooperating with the process DHCS marketing efforts of Parent and Merger Sub and their financing sources for any debt or equity raised by Parent to complete, or following the completion of, the transactions contemplated by this Agreement, (vii) forming new direct or indirect Subsidiaries or joint ventures and transferring assets to such Subsidiaries, provided that the Company, its Subsidiaries or joint ventures (taken as a whole) would not suffer adverse financial or tax consequences prior to or in the absence of the Effective Time, (viii) having officers execute, without personal liability, any reasonably necessary officers’ certificates or management representation letters to the Company’s accountants to issue unqualified reports with respect to the financial statements to be included in any offering documents, and (ix) using commercially reasonable efforts to permit Parent and Merger Sub to be able to provide lenders with the collateral package required by them in connection with any financing, in a form reasonably satisfactory to the lender; provided, however, that none of the Company or its Subsidiaries will be required to pay any commitment or other similar fee or incur any other liability in connection with any such financing prior to the Effective Time. Parent shall use to determine promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs (including, without limitation, reasonable legal fees, transfer taxes and governmental or third party fees) incurred by the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS Company or its Subsidiaries 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 servicestheir respective Representatives in connection with such cooperation. 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, Section 14021.51. The Contractor the foregoing sentence shall reimburse all OTP/NTP providers at survive any termination of this rateAgreement. 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 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 (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 Date, Seller shall use its commercially reasonable efforts to provide, and to cause the Group Companies and their respective Representatives to provide, to Purchaser, in each case at Purchaser’s sole expense, all cooperation reasonably requested by Purchaser as is customary and reasonably necessary in connection with the consummation of the Debt Financing, including: (i) furnishing to Purchaser and the Debt Financing Sources as promptly as reasonably practicable such pertinent and customary information regarding Seller and the Group Companies as may be reasonably requested by Purchaser to the extent that such information is required under the Debt Commitment Letter and is reasonably available to Seller; (ii) assisting with the due diligence of any Debt Financing Source, to the extent customary and reasonable; (iii) assisting in preparation for Servicesand participating in marketing efforts for the Debt Financing (including a reasonable and limited number of meetings and calls (that are requested in advance with or by the Debt Financing Sources), presentations, roadshows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies, in each case, upon reasonable advance notice from, and as reasonably requested by, Purchaser and at reasonable times and locations (which may be virtual) to be mutually agreed and reasonably required in connection with the consummation of the Debt Financing); 1(iv) For claiming Federal Financial Participation assisting Purchaser and the Debt Financing Sources with the preparation of (FFPA) materials for rating agency presentations and (B) bank information memoranda, lender presentations, investor presentations, offering documents, marketing materials, information packages, and similar documents reasonably required for use in connection with the Debt Financing, including reviewing and commenting on Purchaser’s draft of a business description to be included in marketing materials; (v) providing customary assistance in the preparation and negotiation of, and execution and delivery of (subject to the occurrence of the Closing), the Contractor shall certify definitive financing documentation for the total allowable expenditures incurred Debt Financing, including credit agreements, collateral agreements, any pledge and security documents, supplemental indentures, intercreditor agreements, guaranties and fee letters, officer’s certificates, solvency certificates, closing certificates, borrowing notices and other customary documents and certificates as may be reasonably requested by Purchaser, including any schedules, exhibits or annexes thereto, furnishing any other customary financing deliverables as may be reasonably requested by Purchaser or the Debt Financing Sources (including insurance certificates) and such information as may be necessary or reasonably requested in connection with the foregoing, and otherwise reasonably facilitating the pledging of collateral and provision of guarantees (including the delivery of all stock or other certificates intended to constitute collateral as contemplated by the Debt Commitment Letter) (it being understood that such documents and pledges will not take effect, and delivery of such stock or other certificates will not be required to be made, prior to the Effective Time); (vi) providing customary authorization letters to the DMCDebt Financing Sources authorizing the distribution of information to prospective lenders or investors (including with respect to the items in clauses (iii) and (iv)), subject to customary confidentiality provisions, and containing appropriate and customary representations, including that the public side versions of such documents do not include material non-ODS Pilot program services provided either through Contractorpublic information about Seller or the Group Companies or their securities and the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing duly executed by an appropriate officer of Seller or the appropriate Subsidiary thereof; (vii) providing Purchaser and the Debt Financing Sources, no later than four (4) Business Days in advance of the Closing, with all documentation and other information about Seller and the Group Companies as is reasonably requested by Purchaser or the Debt Financing Sources that is required in connection with the Debt Financing under applicable “know your customer” and anti-operated providersmoney laundering rules and regulations, contracted fee-for- service providers including the USA PATRIOT Act, and information regarding beneficial ownership, including 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 requested in writing at least nine (9) Business Days in advance of the Closing; (viii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser that are necessary or contracted managed care plans. 2) DHCS shall establish a Center for Medicare customary 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 cause the proceeds thereof to be made available to DHCS. This DHCS approved CPE protocol Purchaser and/or the Transferred Company on the Closing Date; (Attachment AA ix) providing reasonably recent copies of all organizational documents and other corporate information as may be reasonably requested by ▇▇▇▇▇▇▇▇▇ and, to the extent necessary, facilitating the provision to Purchaser of certified copies of such organizational documents, as applicable, and certificates of good standing, existence and/or tax status from each relevant Governmental Authority; (x) providing customary cooperation to Purchaser in its efforts to obtain consents, waivers, approvals, legal opinions, surveys, appraisals, reports, inspections and other documentation relating to the Debt Financing, as reasonably requested by Purchaser; (xi) taking all actions reasonably necessary to permit the Debt Financing Sources to evaluate the cash management and treasury services systems, accounting practices and policies and audit procedures of the STCsGroup Companies; (xii) must explain ensuring that the process DHCS Debt Financing Sources benefit from the existing banking and lending relationships of the Group Companies; and (xiii) obtaining and facilitating the negotiation of the Release Letter and other customary release and termination documentation . Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 6.02(b) as applied to Seller’s obligations under this Section 5.20(a) shall be deemed satisfied unless the Debt Financing has not been obtained as a result of Seller’s breach of its obligations under this Section 5.20(a). (b) Seller hereby consents to the use of its and the Group Companies’ 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 Seller or the Group Companies. (c) Notwithstanding anything to determine the contrary contained herein, nothing in this Section 5.20 shall require any such cooperation or assistance to the extent that it could result in Seller or any of the Group Companies being required to: (i) pledge any assets as collateral in a manner that is not conditioned upon the occurrence of Closing; (ii) agree to pay any fee, bear any cost or expense, enter into any definitive agreement, 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 that is not conditioned upon the occurrence of Closing (other than the representation and/or authorization letters described above); (iii) take any actions to the extent such actions would, in Seller’s reasonable judgment, (A) unreasonably interfere with the ongoing business or operations of Seller or any of the Group Companies or otherwise interfere with the prompt and timely discharge by Seller’s or any of the Group Companies’ employees of their normal duties, (B) subject any director, manager, officer or employee of Seller 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 Seller or any of the Group Companies, any applicable Law or Judgment or any Contract to which Seller or any of the Group Companies is a party or by which any of their respective properties or assets is bound, (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; (v) commit to take any action under any certificate, document or instrument that is not contingent upon the Closing; (vi) provide access to or disclose information if Seller determines, in its reasonable judgment, that doing so would reasonably be expected to (A) result in the disclosure of Trade Secrets or competitively sensitive information to third parties, (B) waive, cause the waiver of or otherwise risk the loss of, any attorney-client privilege, attorney work product protection or other legal privilege or (C) expose Seller to risk of liability for disclosure of sensitive or Personal Information in violation of any binding confidentiality obligation owed by Seller to any third party; (vii) cause any director, manager or equivalent, or any officer or employee, in each case of Seller or any of the Group Companies 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, in each case of Seller or any of the Group Companies who will continue in such a position following the Closing and the passing of such resolutions), in each case that are not contingent on the Closing or would be effective prior to the Effective Time (other than the representation and/or authorization letters described above); (viii) deliver any legal opinion or negative assurance letter; or (ix) provide or prepare (A) pro forma financial statements, pro forma adjustments (including regarding the Financing, any synergies or cost savings), projections or an as-adjusted capitalization table, (B) any description of all or any component of the Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (C) risk factors relating to all or any component of the Financing, (D) “segment reporting”, Subsidiary financial statements or any information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, (E) any information required by Regulation S-K Item 402 or by Items 10 through 14 of Form 10-K or any other information customarily excluded from an offering memorandum for private placements of non-convertible high-yield bonds pursuant to Rule 144A or (F) any financial statements. (d) Purchaser shall promptly, upon written request by ▇▇▇▇▇▇, reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees and the reasonable and documented fees of third-party financial advisors) incurred by Seller or any of the counties under Group Companies and their respective Representatives in connection with the Financing, including the cooperation of Seller and the Group Companies and Representatives contemplated by this demonstrationSection 5.20, and shall indemnify and hold harmless Seller, the Group Companies 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 this Section 5.20 and any information used in connection therewith, except to the extent such losses, damages, claims, costs or expenses arise from or in connection with the gross negligence, willful misconduct or fraud of Seller, any Group Company or their respective Representatives. 3(e) The Contractor Purchaser acknowledges and agrees that the obligations of Purchaser to consummate the Transactions contemplated by this Agreement are not in any way contingent upon or otherwise subject to Purchaser’s consummation of any financing arrangement, Purchaser or any of its Affiliates obtaining any financing (including the Financing or any Alternative Financing) or the availability, grant, provision or extension of any financing to Purchaser or any of its Affiliates (including the Financing or any Alternative Financing). (f) Purchaser shall use, and shall cause its Affiliates to use, 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 consummate and obtain the Financing on the terms and subject only provide state plan DMC services to the conditions (including the market flex provisions) set forth in the Commitment Letters and related fee letter, including using commercially reasonable efforts to: (i) maintain in effect the Commitment Letters until DHCS and CMS approve the earlier of this Intergovernmental Agreement the consummation of the Transactions and the approved Intergovernmental Agreement is executed by funding of the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant applicable Financing; (ii) negotiate and enter into definitive agreements with respect to the state plan reimbursement methodologies. 4Debt Financing on the terms and subject only to the conditions (including the market flex provisions) Pursuant set forth in the Debt Commitment Letter and the related fee letter (or on terms and conditions not materially less favorable to Title 42 CFR 433.138 Purchaser than the terms and 22 CCR 51005(aconditions (including market flex provisions) set forth in the Debt Commitment Letter and the related fee letter), if ; (iii) timely satisfy (or obtain a beneficiary has Other Heath Coverage (OHC), then waiver of) all conditions applicable to Purchaser in the Contractor shall bill Commitment Letters that OHC are within Purchaser’s control to consummate the Financing at or prior to billing DMC the Closing Date; (iv) consummate the Financing at or prior to receive either payment from the OHCClosing Date; and (v) comply in all material respects with its obligations that are within its control under the Commitment Letters and the definitive agreements relating to the Financing. In addition, unless otherwise agreed by Seller, the definitive documentation for the Debt Financing shall contain terms with respect to the Promissory Note that are substantially consistent with those set forth in the Debt Commitment Letter as in effect on the date hereof. Purchaser shall not, without the prior written consent of Seller, agree to or permit any termination of or amendment or modification to be made to, or a notice grant any waiver 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 claimany provision under, the Contractor may submit Commitment Letters if such termination, amendment, modification or waiver would (A) reduce 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 to be funded on the Closing Date to an amount that is less than the amount required, when taken together with all available cash of Purchaser and its Subsidiaries, to satisfy the Financing Uses, (B) impose new or additional conditions precedent to the availability of the Financing on the Closing Date or expand, amend or modify any of the conditions to the Financing in a manner that could reasonably be expected to materially delay or prevent or make less likely to occur the funding of the Financing on the Closing Date or (C) materially adversely impact the ability of Purchaser to enforce its rights against other parties to the Commitment Letters with respect to the Financing (clauses (A), (B) and (C), collectively, the “Restricted Financing Amendments”). Purchaser shall deliver to Seller copies of any amendment, modification or waiver to or under any Commitment Letter related to a Restricted Financing Amendment. For the avoidance of doubt, under no circumstances will Seller be entitled to obtain, and Seller will not seek, specific performance or other equitable relief directly against any Debt Financing Source Related Party with respect to the Debt Commitment Letter or the transactions contemplated by the OHCthis Agreement. B. Rate Setting 1(g) The Contractor Upon the written request of Seller, Purchaser shall propose county-specific fee-for-service (FFS) provider rates for keep Seller informed on a reasonably current basis and in reasonable detail with respect to all modalities except material activity concerning 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 status of its rates efforts to arrange the Debt Financing prior to providing Closing. Purchaser shall give Seller prompt notice of (i) the receipt of any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant written notice or other written communication from any financing source party to the process set forth in W&I CodeFinancing with respect to any actual breach, 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 Codedefault, 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.termination or repudiation by

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP)Prior to the Closing, the Contractor Company shall certify use its commercially reasonable efforts, and shall cause each of the total allowable expenditures incurred Company Subsidiaries to use its respective commercially reasonable efforts, to provide to Parent, at Parent’s sole expense, all cooperation as may be reasonably requested by Parent in providing connection with arranging and obtaining the DMC-ODS Pilot program services Debt Financing, including using commercially reasonable efforts to (i) upon reasonable prior notice, cause the Company’s appropriate senior officers to participate in a reasonable number of meetings and presentations with lenders and prospective lenders; (ii) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti‑money laundering rules and regulations, including the U.S.A. Patriot Act of 2001 to the extent requested at least ten Business Days prior to Closing; (iii) if required by the Debt Financing, reasonably facilitate the pledging of collateral for the Debt Financing, including by delivering original stock certificates, original stock powers and other equity instruments (together with appropriate original powers relating thereto) and original promissory notes (together with appropriate original note allonges relating thereto) to the Company on the Closing Date, provided either through Contractor-operated providersthat no pledge shall be effective until the Closing; (iv) furnish on a confidential basis to Parent, contracted fee-for- service providers or contracted managed care plansas promptly as reasonably practicable, such historical financial information and all other pertinent financial information regarding the Company and its Subsidiaries as is necessary and customary in connection with the Debt Financing, including in connection with the preparation of customary bank information materials, bank syndication materials, confidential information memoranda and similar customary marketing materials, as may be reasonably requested by Parent; (v) if required by the Debt Financing, execute and deliver, as of the Closing Date, definitive financing documents, including guarantee and collateral documents, hedging agreements and other certificates and documents as may be requested by Parent; and (vi) reasonably assist in the preparation of schedules required in connection with the Debt Financing. 2(b) DHCS shall establish a Center for Medicare and Medicaid Services Notwithstanding anything in this Agreement to the contrary, (CMSi) 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 neither the Company, any of the STCsCompany’s Subsidiaries nor any of their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents and other representatives shall be required to pay (or agree to pay) must explain any commitment or other fee or expense, provide any indemnities or incur any liability, adopt any resolutions or enter into any agreement in connection with the process DHCS shall use to determine costs Debt Financing (other than resolutions adopted, agreements entered into and liability incurred by the counties under Company and the Company’s Subsidiaries that only become effective upon the consummation of the Closing) (and none of the directors of the Company, acting in such capacity, shall be required to adopt any resolutions or enter into any definitive agreement with respect to the Debt Financing unless such directors will be continuing directors after the Closing Date), (ii) no actual or potential personal liability shall be imposed on the officers, directors, managers, employees, accountants, consultants, legal counsel, agents or other representatives of the Company or any of the Company’s Subsidiaries involved in connection with the Debt Financing, (iii) the Company and the Company’s Subsidiaries and their respective Representatives shall not be required to take any action that would (1) unreasonably interfere with the operation of the business of the Company or the Company’s Subsidiaries, (2) conflict with, or violate, the Company’s and/or any of the Company’s Subsidiaries’ organizational documents or applicable Law, (3) jeopardize or result in a loss or waiver of legal privilege or (4) result in a breach of, or a default under, any material contractual obligation of the Company or any of the Company’s Subsidiaries, (iv) nothing in this demonstrationSection 5.12 shall require the Company or any of the Company’s Subsidiaries or their respective Representatives to (1) make any representation as to the solvency of the Company and/or the Company’s Subsidiaries or execute or deliver any solvency certificate or similar document, (2) deliver or obtain opinions of internal or external counsel, (3) waive or amend any terms of this Agreement, cause any condition to the Closing set forth in Section 6.01, Section 6.02 or Section 6.03 to not be satisfied or cause any breach of this Agreement or (4) provide (or be deemed to require the preparation of) any (a) pro forma financial statements or information, (b) information regarding any post‑Closing or pro forma cost savings, synergies, capitalization, ownership or other post‑Closing pro forma adjustments, (c) description of all or any portion of the Debt Financing, (d) projections or other forward‑looking statements relating to all or any component of the Debt Financing or (e) any audits, financial information or financial statements other than to the extent such audits, financial information or financial statements are readily available to the Company and are of a type and in a form customarily prepared by the Company. In addition, no action, liability or obligation of the Company, any of the Company’s Subsidiaries or any of their respective Representatives pursuant to any resolution, certificate, agreement, arrangement, document or instrument relating to the Debt Financing will be effective until the Effective Time. 3(c) The Contractor shall only Company will use its commercially reasonable efforts to (x) provide state plan DMC services until DHCS customary assistance, upon Parent’s reasonable request and CMS approve in accordance with the terms of this Intergovernmental Agreement the applicable indenture, in connection with any offers to purchase, exchange offers or consent solicitations made (any such offer or consent solicitation, a “Debt Offer”), in Parent’s discretion, by or on behalf of Parent, on terms determined by Parent in respect of the Company’s 3.88% First‑Priority Senior Secured Notes and 4.69% Second‑Priority Senior Secured Notes (collectively, the approved Intergovernmental Agreement is executed by “Debt Securities”), provided that (A) the Contractor’s County Board closing of Supervisors. During this time, state plan DMC services any Debt Offer shall be reimbursed conditioned upon the Closing, and any proposed amendments to the Debt Securities pursuant to the state plan reimbursement methodologies. 4Debt Offer shall become effective no earlier than the Effective Time, (B) Pursuant any such Debt Offer shall be consummated using funds provided by Parent, (C) the Company shall not be required to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then deliver any notice of redemption to the Contractor shall bill that OHC trustee of such Debt Securities or to the holders of such Debt Securities prior to billing DMC the Closing and (D) the consummation of a Debt Offer with respect to receive either payment from any series of Debt Securities shall not be a condition to Closing; and (y) if requested by Parent, in lieu of Parent commencing a Debt Offer for any Debt Securities, (A) substantially simultaneously with the OHCEffective Time, or issue 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 optional redemption for all 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 outstanding aggregate principal 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 ratessuch series of Debt Securities, 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 Coderedemption provisions of the applicable indenture and (B) take any other actions reasonably requested by Parent to facilitate the satisfaction and discharge of such series of Debt Securities pursuant to the satisfaction and discharge provisions of the applicable indenture and the other provisions of such indenture applicable thereto; provided that prior to, Section 14021.51. The Contractor or substantially concurrently with, the Company being required under clause (A) above to issue any notice of redemption to be issued substantially simultaneously with the Effective Time, Parent shall reimburse all OTP/NTP providers at this ratehave, or shall have caused to be, deposited with the trustee under the applicable indenture, sufficient funds to effect such redemption and satisfaction and discharge. a(d) The Contractor Parent shall ensure indemnify and hold harmless the Company and its Subsidiaries, and their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents, and other representatives, from and against any and all claims, liabilities, losses, damages, judgments, fines, penalties or costs arising in whole or in part out of actions or omissions undertaken pursuant to this Section 5.12 or the provision of information utilized in connection therewith, except in the event that all such claims, liabilities, losses, damages, judgments, fines, penalties or costs arose out of its contracted OTP/NTP providers provide it or result from the fraud of any such Person. Promptly upon request by the Company, Parent will reimburse the Company for any reasonable and documented out‑of‑pocket costs and expenses (including attorneys’ fees) incurred by the Company, the Company’s Subsidiaries or their respective Representatives 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 cooperation 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 shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlementCompany’s Subsidiaries and their respective Representatives contemplated by this Section 5.12.

Financing. A. Payment (a) Prior to the Closing, the Company shall provide to Acquiror, on a timely basis, all cooperation reasonably requested by Acquiror in connection with the arrangement, syndication and consummation of the Financing, including (but not limited to) the following: (i) using commercially reasonable efforts to cause the senior officers of the Group Companies to participate in a reasonable number of requested meetings, presentations, drafting sessions, and due diligence sessions in connection with any syndication or other marketing of any Financing, including direct contact between senior management of the Company with any rating agencies and any actual and potential Debt Financing Sources, in each case upon reasonable advance notice to the Company during normal business hours; (ii) assisting with the preparation of materials for Servicescustomary rating agency presentations, bank information memoranda and similar documents reasonably required in connection with any Financing; 1(iii) For claiming Federal Financial Participation requesting its independent accountants to provide reasonable assistance to Acquiror consistent with their customary practice; (FFPiv) executing and delivering at the Closing any credit agreements, notes, guarantee and collateral documents (including a perfection certificate) and the exhibits and schedules thereto, hedging arrangements, pay-off letters, other definitive financing documents (including certificates, including a solvency certificate executed by a financial officer of the Company), and otherwise reasonably facilitating the Contractor pledging of collateral; provided that no such documentation and no such action, obligation or liability under any such documentation shall certify be effective prior to the total allowable expenditures incurred in providing Closing; (v) as promptly as reasonably practicable (A) furnishing Acquiror and the DMC-ODS Pilot program services provided either through Contractor-operated providersDebt Financing Sources with the Required Information and (B) informing Acquiror if, 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 the Knowledge of the STCsCompany, there exist any facts that would likely require the restatement of any financial statements of the Company included in the Required Information in order for such financial statements to comply with GAAP (vi) must explain periodically updating any Required Information provided to Acquiror as may be necessary so that such Required Information (i) is Compliant, and (ii) meets the process DHCS shall use applicable requirements set forth in the definition of “Required Information”. For the avoidance of doubt, Acquiror may, to determine costs incurred most effectively access the financing markets, require the cooperation of the Group Companies under this Section 6.05 at any reasonable time, and from time to time and on multiple occasions, between the date hereof and the Closing; (vii) providing information reasonably requested by ▇▇▇▇▇▇▇▇ in order to prepare pro forma financial information and projections; (viii) agreeing, notwithstanding any other provision set forth herein or in any other agreement between Acquiror and the Company (or its Affiliates) to the contrary, that Acquiror may share customary projections with respect to the Group Companies and their business, and other Required Information, with the Debt Financing Sources, and that Acquiror and such Debt Financing Sources may share such information with other potential Debt Financing Sources in connection with any marketing efforts in connection with the Financing; provided, that the recipients of such information and any other information contemplated to be provided by the counties under this demonstration.Group Companies agree to customary confidentiality agreements, including “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda; 3(ix) The Contractor shall only provide state plan DMC services until DHCS cooperating with due diligence and CMS approve investigation of this Intergovernmental Agreement the Financing; (x) assisting the Acquiror in obtaining environmental assessments, surveys 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 title insurance if required pursuant to the state plan reimbursement methodologies.Financing; (xi) cooperating in satisfying the conditions precedent in the Debt Commitment Letter and the definitive debt documents, in each case to the extent that the satisfaction of such conditions requires the cooperation of, or is within the control of, the Group Companies; (xii) promptly and at least four (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 days prior to billing DMC the Closing Date, providing all documentation and other information about the Company that is requested by any Debt Financing Source with respect to receive either payment from applicable “know your customer” and anti-money laundering rules and regulations, including the OHCUSA PATRIOT Act and 31 C.F.R. § 1010.230, or a notice of denial from in each case, to the OHC indicating that: a) The recipient’s OHC coverage extent such information has been exhaustedrequested at least nine (9) Business Days prior to the Closing Date; (xiii) providing customary authorization letters to any Debt Financing Source of any Financing authorizing the distribution of information to prospective lenders including a customary “10b-5” representation regarding the absence of material misstatements or omissions in the information furnished in connection therewith, or b) The specific service is not a benefit and, where applicable, certifying as to the absence of material nonpublic information in the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claiminformation furnished in connection therewith (collectively, 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“Authorization Letters”), the Contractor shall not require OTP/NTP providers to submit cost reports to the Contractor for the purpose of cost settlement.; and

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP)Prior to the Closing, each Partnership Entity shall use its reasonable best efforts to provide, and cause its Representatives to provide, all such assistance with the Debt Financing as is reasonably requested by Buyer Parties, in each case, in connection with the arrangement of, and the satisfaction on a timely basis of all relevant conditions precedent to, the Contractor Debt Financing. Such assistance shall certify include, but not be limited to: (i) reasonable participation in, and reasonable assistance with, the total allowable expenditures incurred preparation of the Marketing Material and rating agency presentations and reasonable cooperation with the marketing efforts of the Buyer Parties and the Debt Financing Sources; (ii) reasonable participation by senior management of the Partnership Entities in a reasonable number of rating agency presentations, meetings with prospective Debt Financing Sources, conference calls, road shows (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders of, any Debt Financing) and drafting sessions, in each case upon reasonable prior notice and at times and locations to be mutually agreed in good faith; (iii) delivering customary authorization letters authorizing the distribution of Marketing Material to prospective lenders or investors and containing a representation to such prospective lenders or investors that the public side versions of such documents, if any, do not include material non-public information about the Partnership Entities; (iv) furnishing the Buyer Parties and the Financing Sources promptly, and, in any event, at least four Business Days prior to the Closing Date, with all documentation and other information in respect of the Partnership Entities that any Debt Financing Source has requested in writing at least nine Business Days prior to the Closing Date that they reasonably determine is required by Governmental Authorities under applicable “beneficial ownership,” “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (v) assisting the Buyer Parties in connection with the preparation by Buyer Parties of the Debt Financing Documents (including executing and delivering the Debt Financing Documents with respect thereto and facilitating the obtaining of guarantees and pledging of collateral in connection with the Debt Financing) and the borrowing of loans including by causing the Organizational Documents of the Partnership Entities to be amended in a manner reasonably requested by the Buyer Parties to permit or facilitate the Debt Financing and taking such corporate or partnership action reasonably requested by the Buyer Parties and necessary to permit the completion of the Debt Financing; (vi) cooperating with any due diligence in connection with the Debt Financing, to the extent customary and reasonable; (vii) (x) using commercially reasonable efforts to cause the independent accountants of the Partnership Entities to provide assistance and cooperation to the Buyer Parties in connection with the Debt Financing, including using commercially reasonable efforts to cause such independent accountants to (A) provide customary consents to use their audit reports on the audited financial statements provided as part of the Financing Information and (B) cause their participation in accounting due diligence sessions and assistance with any pro forma financial statements as required pursuant the Debt Commitment Letter, (y) issuing any customary representation letters to its independent accountants in connection with any financial statements included in any Marketing Materials in respect of the Debt Financing and (z) cooperating with the Buyer Parties’ legal counsel in connection with any legal opinions that such counsel may be required to deliver in connection with the Debt Financing; (viii) assisting with the payoff of existing indebtedness of the Partnership Entities on the Closing Date and the release of related liens on the Closing Date (including obtaining customary payoff letters, lien terminations and other instruments of discharge for any indebtedness required by the terms of this Agreement to be repaid at Closing (and including providing any required prepayment notices with respect thereto)); and (ix) using commercially reasonable efforts to ensure that any syndication efforts in connection with the DMC-ODS Pilot program services Debt Financing benefit from existing lending and investment banking relationships of the Partnership Entities. Information provided either through Contractor-operated providersby the Partnership Entities in connection with the Debt Financing shall only be provided to Financing Sources or potential Financing Sources and rating agencies, contracted fee-for- service providers in each case, that have agreed to be bound by customary confidentiality provisions reasonably acceptable to the Partnership Entities. The Partnership Entities hereby consent to the use of all of the Partnership Entities’ logos in connection with 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 Partnership Entities, their respective Affiliates or their respective business, or the reputation or goodwill thereof. The Buyer Parties acknowledge and agree that the obtaining of the Debt Financing shall not constitute a condition to the Buyer Parties obligation to close the transactions contemplated by this Agreement. For the avoidance of doubt, the Partnership Entities assistance obligations pursuant to this clause (a) shall include obligations to assist the Buyer Parties in connection with the granting of a security interest (and perfection thereof) in the equity interests of the Partnership Entities that are to be pledged as “collateral” thereunder, including requesting that the transfer agent with respect to the applicable Partnership Entity make any applicable notations in the equity register of the applicable Partnership Entity reflecting the pledge of its equity interests that constitute “collateral” in favor of the Debt Financing Sources or an agent or trustee on their behalf if required or, if certificated, delivering duly executed stock certificates to, or at the direction of, the Buyer Parties with respect to the applicable Partnership Entity on the Closing Date. 2(b) DHCS Each Partnership Entity shall establish a Center for Medicare promptly deliver the Financing Information to the Buyer Parties (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 such other financial and operational information reasonably requested by the Buyer Parties or the Financing Sources); provided that, without limiting the requirement of the STCs) must explain Partnership Entities to assist the process DHCS Buyer Parties with the preparation of pro forma or projected financial information, the Partnership Entities shall use not be responsible for the preparation of pro forma or projected financial information, which shall be prepared solely by Buyer Parties, and the Partnership Entities shall have no liability with respect to determine costs incurred such information prepared by the counties under this demonstrationBuyer Parties). 3(c) The Contractor shall only provide state plan DMC services until DHCS In connection with the cooperation contemplated in Section 6.4(a) and CMS approve notwithstanding anything to the contrary therein, (i) no Partnership Entity or any of this Intergovernmental Agreement and the approved Intergovernmental Agreement is executed by the Contractor’s County Board its Affiliates or any of Supervisors. During this time, state plan DMC services their respective equityholders or governing bodies shall be reimbursed required to pass resolutions or consents to approve or authorize the amendment of any Organizational Documents of any Partnership Entity or 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 Date (except for the authorization letters set forth in Section 6.4(a)(iii)); (ii) no obligation of any Partnership Entity or any of its Affiliates or any of their respective partners, members or Representatives under any certificate, document, instrument or agreement, entered into pursuant to the state plan foregoing shall, without such Person’s prior express written consent, be effective until Closing (except for the authorization letters set forth in Section 6.4(a)(iii)); (iii) no Partnership Entity or any of its Affiliates or any of their respective partners, members or Representatives shall 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 methodologiesprovision expressly set forth in Section 6.4(f)), 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 Partnership Entity, would unreasonably interfere with the ongoing business or operations of any Partnership Entity or any of its Affiliates; (v) no Partnership Entity or any of its 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 Partnership Entity or any of its 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; and (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 Partnership Entity or this Agreement. 4(d) Pursuant The Buyer Parties shall use their reasonable best efforts 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 OHCtake, or a notice of denial from cause to be taken, all actions and do, or cause to be done, all things, necessary, proper or advisable to consummate and obtain 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 Financing (to the maximum DMC rate for the service, less the amount of the payment made extent contemplated by the OHC. B. Rate Setting 1Commitment Letters to be funded on the Closing Date) The Contractor on the Closing Date on terms and conditions no less favorable to the Buyer Parties, taken as a whole, than the terms and conditions described in the Commitment Letters. Such actions shall propose county-specific fee-for-service include, but not be limited to, using reasonable best efforts to: (FFSi) provider rates for all modalities except maintain in effect the OTP/NTP modality. DHCS shall approve Commitment Letters, provided that the Buyer Parties may replace, amend or deny those proposed rates terminate the Debt Commitment Papers (including to determine if add new lenders, lead arrangers, bookrunners, syndication agents or similar entities to 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 Debt Commitment Papers pursuant to the process terms thereof) in accordance with this Section 6.4(d) and Section 6.4(e); (ii) cause the Equity Financing to be consummated upon satisfaction of the conditions set forth in W&I Codethe Equity Commitment Letter; (iii) satisfy on a timely basis all Financing Conditions (unless such conditions are waived) that are within Buyer Parties’ control to the extent the failure to comply with such obligations would adversely impact the amount or timing of the Financing or the availability of the Financing at the Closing; (iv) negotiate, Section 14021.51execute and deliver Debt Financing Documents on terms no less favorable to the Buyer Parties, taken as a whole, than the terms contained in the Debt Commitment Papers (including any “market flex” provisions of the Fee Letter) and (v) enforce the Buyer Parties’ rights under the Commitment Letters in a timely and diligent manner in good faith to the extent that the failure to enforce would adversely impact the amount or timing of the Financing or the availability of the Financing at the Closing. 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 Commitment Letters have been satisfied (or upon funding will be satisfied) and all closing conditions contained in Article VII of its contracted OTP/NTP providers provide it with financial data on an annual basis. The Contractor shall collect and submit this data Agreement have been satisfied (other than those conditions which by their terms are only capable of being satisfied at the Closing) or waived, to the DHCS Rates Setting Work Group upon its request for extent permitted by applicable Law, by the purpose of setting Party entitled to the OTP/NTP rates after benefit thereof, each Buyer Party shall use reasonable best efforts (including by taking enforcement action) to cause the expiration Financing to be funded on the Closing Date. Buyer Parties shall not, without the prior written consent 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 Partnership Parties (not to W&I Codebe unreasonably withheld, Section 14124.24(hconditioned or delayed), permit any amendment, supplement or modification to, or any waiver of any provision or remedy under, or replace, or enter into any other agreements, side letters or arrangements relating to, (x) the Contractor shall not require OTP/NTP providers to submit cost reports to Equity Commitment Letter or (y) the Contractor for the purpose of cost settlement.Debt Commitment Papers, if such amendment, supplement, modification, waiver, replacement or other agreements, side letters or arrangements (provided that (I) the

Financing. A. Payment for Services 1(a) For claiming Federal Financial Participation (FFP)The parties hereto acknowledge that in connection with the issuance of the Bonds as set forth in SECTION 5.01, Lender Financing may be required, upon such terms as AmerenUE determines in its sole and absolute discretion, to complete the Project and satisfy its obligations under this Agreement. The City shall cooperate and provide reasonable assistance in connection with the marketing of any Bonds to the Approved Purchaser(s) of the Bonds and obtaining any Lender Financing, including but not limited to making representations and warranties and providing information and assisting AmerenUE in preparing an offering statement with respect thereto. The City acknowledges and agrees that AmerenUE may finance and refinance its rights and interests in the Project, the Contractor shall certify Lease and the total allowable expenditures incurred leasehold estate created thereby and, in providing connection therewith, AmerenUE may execute Financing Documents or a Leasehold Mortgage with one or more Financing Parties, or may sublease or assign the DMC-ODS Pilot program services provided either through Contractor-operated providersLease, contracted fee-for- service providers the leasehold estate, any sublease and rights in connection therewith, and/or grant liens or contracted managed care planssecurity interests therein, to any Financing Party (or to the designee, nominee, assignee or transferee of such Financing Party). 2(b) DHCS AmerenUE and the City intend to enter into a Lease whereby the Project is leased to AmerenUE, an Affiliate, a Financing Party or other permitted entity, and the payments made under the Lease shall establish a Center for Medicare be equal to and Medicaid Services timed to coincide with the due dates of, and pledged to pay, all applicable principal and interest as the same shall become due and payable with respect to the Bonds. (CMSc) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available AmerenUE shall furnish the Bond Documents which shall be subject to DHCSCity review and approval and which shall contain such terms and conditions as are acceptable to AmerenUE and the City. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS The Bonds shall use to determine costs incurred be secured solely 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 Project and the approved Intergovernmental Agreement is executed by Lease, and the Contractor’s County Board of SupervisorsCity shall have no liability to make payments with respect to the Bonds except from payments made under the Lease and other Bond documents and related transaction documents (other than the Grants described herein). During this time, state plan DMC services shall be reimbursed Other than the security interest in the Project and the Property granted 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, issuance of Bonds 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 claimas approved by AmerenUE, the Contractor City may submit the claim to DMC not and is eligible to receive payment up shall not otherwise encumber, pledge or grant any other security interest in or with respect to the maximum DMC rate for the service, less the amount 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 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. (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 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 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, Seller shall, and shall cause the Company and the Company Subsidiaries to, provide, and shall use its reasonable best efforts to cause their respective Affiliates, officers, directors, employees, stockholders, agents and other Representatives (including legal, financial and accounting advisors) to provide, all cooperation reasonably requested by Buyer and the Financing Sources in connection with the arrangement of the Debt Financing, including (i) other than with respect to the executive management of Seller, participating in a reasonable number of meetings, presentations, due diligence sessions and sessions with rating agencies at times and locations mutually agreed and reasonably coordinated in advance thereof (but excluding road shows and similar presentations to investors), (ii) assisting with the preparation of materials for Services rating agency presentations, offering and syndication documents (including prospectuses, offering memoranda, lender and investor presentations, bank information memoranda, lender and investor presentations, bank information memoranda and similar documents), business, projections and other marketing documents required in connection with the Debt Financing (all such documents and materials, collectively the “Offering Documents”), identifying any portion of any information provided by on or behalf of Seller, the Company or the Company Subsidiaries contained in any Offering Documents that constitutes material nonpublic information, and executing and delivering customary authorization and customary representation and warranty letters with respect to information provided by or on behalf of Seller, the Company or the Company Subsidiaries, (iii) promptly furnishing to Buyer and any actual and potential Financing Sources with the Required Information and such other information regarding the Company and the Company Subsidiaries as may be reasonably requested by Buyer or the Financing Sources, (iv) prior to the Closing Date, furnishing all documentation and other information about the Company and the Company Subsidiaries required by any governmental authority under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. PATRIOT Act of 2001 as shall have been requested by Buyer prior to the Closing Date and within the time period set forth in paragraph 10 of Exhibit C of the Debt Financing Commitment and are required to satisfy such paragraph, (v) arranging for, as reasonably necessary, customary payoff letters, Lien terminations and instruments of discharge and all other actions necessary to effect the repayment in full or termination and discharge of any indebtedness or guarantees of the Company and the Company Subsidiaries to be paid off, terminated or discharged on or prior to the Closing Date or to otherwise reflect the release of all Liens on or with respect to the Interest and the Assets of the Company and the Company Subsidiaries, provided that any such obligations and releases of Liens contained in all such agreements and documents shall be subject to the occurrence of the Closing, (vi) facilitating the providing of guarantees by, and the granting of security interests (and perfection thereof) in the Interest, the equity interests of the Company Subsidiaries and the Assets of, the Company and the Company Subsidiaries (including delivery substantially concurrently with the Closing of all stock certificates (as applicable) representing equity interests in the Company and the Company Subsidiaries to the extent certificated); provided that the effectiveness of any such guarantees or grants of security interests (or delivery of stock certificates) shall be subject to the occurrence of the Closing, (vii) to the extent reasonably requested by Buyer, assisting in the review of any definitive documents and assisting in Buyer’s preparation of any schedules thereto or any perfection certificate to the extent reflecting the Company and the Company Subsidiaries and each of their respective assets for the Debt Financing, and (viii) facilitating the consummation of the Debt Financing, including cooperating with Buyer so as to facilitate Buyer being able to satisfy the conditions precedent to the Debt Financing to the extent reasonably requested by Buyer and within the control of the Company and the Company Subsidiaries, and taking any reasonable corporate action, subject to the 42 occurrence of the Closing, reasonably requested by Buyer to permit the execution and delivery of any definitive financing documents. The foregoing notwithstanding, (u) none of Seller, the Company or any of the Company Subsidiaries shall be required to take or permit the taking of any action to the extent it would (1) For claiming Federal Financial Participation interfere unreasonably with the business or operations of the Seller, the Company or any of the Company Subsidiaries or (FFP2) conflict with the organizational documents of the Company or any of the Company Subsidiaries or any Applicable Law, (v) the provision of access to or disclosure of information shall be subject to the limitations set forth in Section 5.01, (w) no person who is a director of the Company or any Company Subsidiary at any time prior to the Closing (a “Pre-Closing Director”) shall be required to take any action to approve the Debt Financing and neither the Company nor any Company Subsidiary shall be obligated to take any action that requires action or approval by any Pre-Closing Director of the Debt Financing, (x) no obligation of the Company or the Company Subsidiaries or any of their respective Affiliates, officers, directors, employees, stockholders, agents and other Representatives with respect to the Debt Financing shall be effective until the Closing (other than with respect to any authorization and representation and warranty letters described in clause (a)(ii) above), and (y) none of Seller, the Contractor Company or any of the Company Subsidiaries or any of their respective Affiliates, officers, directors, employees, stockholders, agents and representatives shall certify be required to pay any commitment or other similar fee, and (z) none of the total allowable expenditures Seller, the Company or any of the Company Subsidiaries or any of their respective Affiliates, officers, directors, employees, stockholders, agents and representatives shall be required to incur any other cost or expense except to the extent such cost or expense (i) is reimbursed by Buyer in connection with the Debt Financing prior to or at the Closing or (ii) solely in the case of the Company and the Company Subsidiaries, is contingent upon the Closing. Buyer shall, promptly upon request by Seller, reimburse the Company, the Company Subsidiaries and their respective Affiliates, officers, directors, employees, stockholders, agents and representatives for all reasonable and documented out-of-pocket costs incurred thereby in providing connection with such cooperation and shall indemnify and hold harmless the DMCCompany, the Company Subsidiaries and their respective Affiliates, officers, directors, employees, stockholders, agents and other 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, except for any losses (x) arising out of information furnished in connection with the Financing by or on behalf of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates, officers, directors, employees, stockholders, agents and other Representatives or (y) that are the result of willful misconduct, gross negligence, fraud or intentional misrepresentation committed by or on behalf of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates, officers, directors, employees, stockholders, agents and other Representatives in connection with this Agreement or the Transactions. All non-ODS Pilot program services provided either through Contractor-operated providerspublic or otherwise confidential information regarding Seller, contracted fee-for- service providers or contracted managed care plansthe Company, the Company Subsidiaries and their respective Affiliates obtained by Buyer and its Affiliates, officers, directors, employees, stockholders, agents and representatives pursuant to this Section 8.08(a) shall be kept confidential in accordance with the Confidentiality Agreement. 2(b) DHCS Buyer shall establish use its, and shall cause its Affiliates to use their, reasonable best efforts to arrange the Financing as promptly as practicable, on the terms and conditions described in the Financing Commitment (including any “market flex” provisions), including using reasonable best efforts to (i) maintain in effect the Debt Financing Commitment, negotiate and finalize definitive agreements with respect thereto on the terms and conditions contained therein or on other terms no less favorable to Buyer than those contained in the Debt Financing Commitment, (ii) satisfy on a Center for Medicare timely basis (or obtain the waiver of) all conditions applicable to Buyer (or its Affiliates) in such definitive agreements that are within its control, (iii) comply in all material respects with its and Medicaid Services their obligations under the Financing Commitment and consummate the Financing no later than the Closing Date, except to the extent Buyer has closed a public sale of equity securities on or prior to the Closing Date (CMSa “Securities Offering”) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is made available and no longer needs the proceeds from the Financing Commitment and has sufficient funds to DHCS. This DHCS approved CPE protocol (Attachment AA consummate the purchase of the STCs) must explain Interest and the process DHCS shall use to determine costs incurred other transactions 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 the approved Intergovernmental Other Transaction Documents upon the terms set forth herein and therein on the Closing Date and (iv) enforce (including through litigation) its and their rights under the Financing Commitment. (c) In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitment, Buyer shall promptly, and in any event within two (2) Business Days, notify Seller and shall use reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the purchase of the Interest and the other transactions contemplated by this Agreement and the Other Transaction Documents upon the terms set forth herein and therein and otherwise on terms not less favorable than the terms and conditions set forth in the Debt Financing Commitment as promptly as practicable following the occurrence of such event. Buyer shall deliver to Seller true and complete copies of all agreements (including any fee letter (subject to customary redactions)) pursuant to which any such alternative source shall have committed to provide Buyer with all or any portion of the Financing. In the event any alternative financing source is executed required to be obtained, (i) any reference in this Agreement to the “Debt Financing” or “Financing” shall include the financing contemplated by the Contractor’s County Board of Supervisors. During alternate source, (ii) any reference in this time, state plan DMC services Agreement to the “Debt Financing Commitment” or “Financing Commitment” shall be reimbursed pursuant deemed to include any commitment letter of the alternative financing source, (iii) any reference in this Agreement to “fee letter” shall be deemed to include any fee letter relating to the state plan reimbursement methodologies. 4alternative financing source and (iv) Pursuant any reference in this Agreement to Title 42 CFR 433.138 and 22 CCR 51005(athe “Financing Sources” shall refer to the alternative financing sources. Buyer shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, the Financing Commitment or the definitive agreements relating to the Financing that would (A) add new conditions precedent or expand any of the conditions precedent set forth therein as in effect on the date of this Agreement (unless such new or expanded conditions precedent would not reasonably be expected to materially impair, materially delay or prevent the availability of all or a portion of the Financing), (B) reasonably be expected to materially impair, materially delay or prevent the availability of all or a portion of the Financing, (C) reduce the aggregate cash amount of the funding commitments under the Debt Financing Commitment in effect on the date of this Agreement to be funded on the Closing Date (except as set forth in any “flex provisions” in the Debt Financing Commitment and, to the extent resulting from an increase in the amount of fees to be paid or original issue discount, if a beneficiary has Other Heath Coverage (OHCany revolving facility or increased term loan is available to satisfy such amounts or original issue discount), then or (D) otherwise adversely affect in any material respect the Contractor shall bill ability of Buyer to enforce its rights against the other parties to the Debt Financing Commitment or materially delay the Closing (collectively, the “Restricted Commitment Letter Amendments”) (provided, that OHC prior subject to billing DMC the limitations set forth in this Section 8.08(c), Buyer may amend the Debt Financing Commitment to receive either payment from add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed 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 commitment letter as of the OHCdate of this Agreement (but not to make any other changes except as permitted under this Section 8.08(c), but only if the addition of such additional parties, individually or in the aggregate, would not result in the occurrence of a Restricted Commitment Letter Amendment). If the Contractor submits a claim Buyer shall promptly deliver to an OHC Seller true, complete and receives partial payment correct copies of any amendment, modification or replacement of the claim, the Contractor may submit the claim to DMC and is eligible to receive payment up Debt Financing Commitment. Buyer shall keep Seller reasonably apprised of material adverse developments relating to the maximum DMC rate for Financing, including any material dispute or disagreement between or among any parties to the service, less Debt Financing Commitment with respect to the obligation to fund the Financing or the amount of the payment made by Financing to be funded at Closing (but excluding, for 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 ratesavoidance of doubt, 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 ordinary course negotiations with respect to the process terms of the Financing and/or the definitive documentation related thereto), including upon its becoming aware of any breach of the Debt Financing Commitment by any party thereto. For the avoidance of doubt, failure to obtain all or any portion of the Financing (or any alternative financing) shall not in and of itself relieve or alter the obligations of Buyer to consummate the purchase and sale of the Interest and the other transactions contemplated by this Agreement and the Other Transaction Documents upon the terms set forth herein and therein (such obligation being subject only to the satisfaction of the conditions set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate3.01(a)). 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 use all commercially reasonable efforts to obtain debt and equity financing sufficient to pay the full Merger Consideration (and all other cash amounts payable pursuant hereto), and all of the related fees and expenses payable by Parent or Merger Sub (or, after the Closing, the Surviving Corporation) in connection with the Merger (the funds necessary to pay the foregoing amounts, the “Financing”). (b) Prior to the Effective Time, the Company and its Subsidiaries shall use their commercially reasonable efforts, to provide and to cause their respective officers, employees, representatives and advisors, including legal and accounting advisors to provide, to Parent all cooperation reasonably requested by Parent that is necessary, proper or advisable in connection with the Financing (in each case, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries) including using commercially reasonable efforts with respect to (i) participation in a reasonable number of meetings, drafting sessions, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for Services rating agency presentations, offering documents, business projections, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with debt commitments contemplated in connection with the Financing (the “Debt Financing”); provided, however, 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 (it being understood and agreed that this proviso shall not impair Parent’s or Merger Sub’s ability to issue any private placement memorandum or prospectus which contains information with respect to the Company and its Subsidiaries, prior to the Effective Time); and 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) executing and delivering immediately prior to 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 executive officer of any of the Company or its Subsidiaries with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise facilitating the pledging of collateral, (iv) furnishing Parent and its Debt Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent, including (A) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, (B) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for each subsequent fiscal quarter ended at least 45 days before the Closing Date and the same period during the fiscal year ended 2007, (C) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company and its Subsidiaries as of and for, (1) For claiming Federal the fiscal year ended December 31, 2007, (2) the subsequent quarterly periods, and (3) the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date and after giving effect to the transactions contemplated by this Agreement and the Financing as if such transactions 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 other financial statements) and (D) any other 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 offerings of debt securities contemplated by the Debt Financing (the “Required Financial Participation (FFPInformation”), (v) obtaining any necessary accountants’ consents and comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent; provided that nothing herein shall require such cooperation to the Contractor shall certify extent it would interfere unreasonably with the total allowable expenditures incurred business or operations of the Company or its Subsidiaries, (vi) taking all actions reasonably necessary to (A) permit the prospective lenders involved in providing the DMCDebt Financing 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 and blocked account agreements and lock box arrangements in connection with the foregoing, (vii) obtaining any necessary rating agencies’ confirmation or approvals for the Debt Financing (including any high-ODS Pilot program services provided either through Contractor-operated providersyield financing), contracted fee-for- service providers or contracted managed care plans. 2and (viii) 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 as of the STCs) must explain Effective Time; provided, however, that no obligation of the process DHCS Company or any of its Subsidiaries under any such agreement, certificate, document or instrument shall use be effective until the Effective Time and neither the Company nor any of its Subsidiaries will be required to determine pay any commitment or other fee or incur any extraordinary cost, expense or other liability that is not simultaneously reimbursed by Parent or Merger Sub in connection with the Debt Financing 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 extraordinary out-of-pocket costs and expenses incurred by the counties under this demonstration. 3) 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. 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 Company hereby consents to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 use of its and 22 CCR 51005(a)its Subsidiaries’ logos in connection with the Debt Financing, if provided that such 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 nor reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill 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 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 and its or their marks. 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 its and their respective Representatives to, use their reasonable best efforts to provide to Parent and Merger Sub all cooperation requested by Parent that is necessary, proper or advisable in connection with the Debt Financing Commitments and the 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 Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda, (iii) For claiming Federal Financial Participation as promptly as 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 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 registration statement on Form S-1 (FFPor any applicable successor form) under the Securities Act for a public offering to consummate the offering(s) of debt securities contemplated by the Debt Financing Commitments, assuming that such offering(s) were consummated at the same time during the Company’s fiscal year as the offering(s) of debt securities contemplated by the Debt Financing Commitments, and such information that would be necessary in order to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with the offering(s) of debt securities contemplated by the Debt Financing Commitments (all such information, the “Required Information”), (iv) 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 require such cooperation to the Contractor shall certify extent it would interfere unreasonably with the total allowable expenditures incurred business or operations of the Company or its Subsidiaries, (v) 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, (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 providing any materials relating to the DMCDebt 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), contracted fee-for- service providers or contracted managed care plans. 2(vii) DHCS shall taking all actions 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 purposes of establishing collateral arrangements and (B) establish a Center for Medicare bank and Medicaid Services other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (CMSviii) approved Certified Public Expenditure (CPE) protocol before FFP associated taking all corporate actions necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof, together with Pilot program services is the cash at the Company and its Subsidiaries, to be made available to DHCSthe Company on the Closing Date to consummate the Merger. This DHCS approved CPE protocol (Attachment AA The Company will periodically update any such Required Information to be included in an offering document to be used in connection with such Debt Financing in order to ensure 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 STCs) must explain the process DHCS shall use to determine costs incurred by the counties under this demonstration. 3) statements contained therein not misleading. 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 Company hereby consents 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 use of its rates prior to providing any covered DMC-ODS Pilot program servicesand its Subsidiaries’ logos in connection with the Debt Financing. 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, Members’ Representative and the Company shall use their reasonable best efforts to, and shall cause each of the FPH Sellers, the Company and the Company’s Subsidiaries (the Company and its Subsidiaries, collectively, the “Company Group”) to use their reasonable best efforts to, and shall use their reasonable best efforts to cause their respective Representatives (including legal and accounting) to use their reasonable best efforts to, in each case at Buyer’s sole expense, provide Buyer such cooperation reasonably requested by ▇▇▇▇▇ (including ▇▇▇▇▇’s request at the direction of any Debt Financing Source) to arrange, underwrite, obtain, syndicate and/or consummate any Specified Debt Financing, including (but not limited to): (i) taking such actions as are reasonably requested by ▇▇▇▇▇ in connection with the preparation of Offering Documents; (ii) making officers of appropriate seniority reasonably available, with appropriate advance notice and at times and locations reasonably acceptable to Members’ Representative, for Servicesparticipation in bank meetings, additional bank calls during normal business hours at times to be mutually agreed, road shows and due diligence sessions (including accounting due diligence sessions); 1(iii) For claiming Federal Financial Participation furnishing Buyer and the Debt Financing Sources copies of historical financial data with respect to the Company Group and other financial data reasonably requested by Buyer or any Debt Financing Source, in each case prepared in the ordinary course of business of the Company Group, including, without limitation, the Required Information; (FFPiv) furnishing due diligence information (including, subject to the receipt of customary non-reliance letters, reports prepared by third parties) reasonably requested by the Debt Financing Sources in connection with the Offering Documents; (v) assisting with the preparation of customary materials relating to the Company Group for rating agency presentations, and participating in rating agency meetings, in each case, reasonably requested in connection with any Specified Debt Financing, in each case, with respect to information relating to the Company Group; (vi) providing information reasonably requested by Buyer or any Debt Financing Source regarding the Company Group under applicable “know your customer”, anti-money laundering rules and regulations and the USA PATRIOT Act of 2001, as amended, and the Beneficial Ownership Regulation, in each case, at least five (5) Business Days prior to the Closing Date to the extent requested in writing at least ten (10) Business Days prior to the Closing Date; (vii) providing reasonable and customary authorization letters, confirmations and undertakings to the Debt Financing Sources authorizing the distribution of information relating to the Company Group to prospective lenders or other debt investors (including with respect to presence or absence of material non-public information and accuracy of the information contained therein); (viii) providing reasonable and customary assistance in the preparation by ▇▇▇▇▇ of (but not preparing) pro forma financial information and pro forma financial statements (it being understood that Buyer shall be responsible for the preparation of any pro forma calculations, any post-Closing or other pro forma cost savings, capitalization, ownership or other pro forma adjustments that may be included therein); and (ix) requesting its independent accountants to provide reasonable assistance to Buyer consistent with their customary practice (including to provide consent to Buyer to prepare and use their audit reports relating to the Company). (b) Notwithstanding anything to the contrary, (i) nothing in the preceding clause (a) shall require Members’ Representative or the Company to cooperate or take other actions to the extent it would interfere unreasonably or materially with the business or operations of the FPH Sellers or the Company Group (it being acknowledged that subclauses (i) through (ix) of clause (a) above do not so interfere), 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 encumber any of the STCs) must explain assets of the process DHCS shall use FPH Sellers or the Company Group prior to determine costs incurred Closing, or require any FPH Seller or any member of the Company Group to pay any commitment or other fee or make any other payment or incur any other monetary or liability or obligation in connection with any Specified Debt Financing prior to the Closing Date (unless promptly reimbursed 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 Buyer pursuant to the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(aterms of this Agreement), 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, ii) no obligation of any FPH Seller 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 member of the OHC. If the Contractor submits a claim to an OHC and receives partial payment of the claimCompany Group under any agreement, the Contractor may submit the claim to DMC and is eligible to receive payment up to the maximum DMC rate for the servicecertificate, 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 document 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 instrument executed pursuant to the process foregoing shall be effective until the Closing, (iii) none of the boards of directors (or equivalent bodies) of any FPH Seller or any member of the Company Group shall be required to enter into or adopt any resolutions or take similar action approving or authorizing any Specified Debt Financing, the effectiveness of which is not conditioned upon the occurrence of the Closing, (iv) nothing herein shall require Members’ Representative or the Company to (A) execute or deliver any definitive financing agreements, the effectiveness of which is not conditioned upon the occurrence of the Closing, or cause any definitive financing agreements to be signed by any officer or director of the Company that is not continuing on as an officer or director immediately after Closing, (B) take any action that could reasonably be expected to conflict with, or violate, any of the organization documents of a member of the Company Group or applicable Law or result in a breach of the terms of this Agreement, (C) prepare or deliver any legal opinions, (D) prepare or deliver any description of all or any portion of the Specified Debt Financing, including any “description of notes” or “description of other indebtedness”, or other information customarily provided by financing sources or their counsel or (E) prepare or deliver any risk factors relating to all or any component of the Specified Debt Financing, including any such description to be included in liquidity and capital resources disclosure and (v) it is understood and agreed that the condition precedent set forth in W&I CodeSection 6.3(b), as applied to the Company’s obligations under Section 14021.51. The Contractor 5.14, shall reimburse all OTP/NTP providers at this ratebe deemed to be satisfied unless the Specified Debt Financing has not been obtained as a direct result of the Company’s intentional and willful breach of its obligations under Section 5.14. a(c) The Contractor Buyer shall ensure that indemnify and hold harmless Members’ Representative, the FPH Sellers any member of the Company Group 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 any of its contracted OTP/NTP providers provide it them in connection with financial data on an annual basis. The Contractor shall collect the arrangement of any Specified Debt Financing and submit this data the performance of their respective obligations under Section 5.14(a), other than to the DHCS Rates Setting Work Group upon its request for the purpose of setting the OTP/NTP rates after the expiration extent any of the DMCforegoing arises from the fraud, bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, Members’ Representative, any FPH Seller or any member of the Company Group or their respective Representatives. Buyer shall, promptly upon request by Members’ Representative, reimburse Members’ Representative or the Company for all reasonable and documented out-ODS Pilot programof-pocket costs and expenses (including reasonable attorneys’ and accountants’ fees) incurred by Members’ Representative or any member of the Company Group in connection with the arrangement of any Specified Debt Financing and the performance of their respective obligations under Section 5.14(a). Members’ Representative and the Company hereby consent to the use of their and each member of the Company Group’s logos in connection with any Specified Debt Financing; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any member of the Company Group or the reputation or goodwill of the Company or any member of the Company Group. i. The DHCS Rates Setting Workgroup shall propose a recommended format for (d) For the avoidance of doubt, Buyer may, to most effectively access the financing markets, request the cooperation of Members’ Representative, the FPH Sellers and each member of the Company Group under this annual financial data Section 5.14 at any time, and DHCS shall approve a final formatfrom time to time on multiple occasions, between the date hereof and the Closing Date. 3(e) Pursuant If, in connection with a marketing effort contemplated by any Specified Debt Financing, Buyer reasonably requests (reasonably in advance of any requested filing) that Company make publicly available information that would otherwise contain material non-public information regarding the Company Group, which information is necessary or customary to W&I Codeinclude in the Offering Documents for such Specified Debt Financing and Buyer reasonably determines (and the Company does not reasonably object on the basis that the proposed filing would violate applicable Law or an obligation of confidentiality) to include in an Offering Document for such Specified Debt Financing, Section 14124.24(h)then, upon each of Buyer’s and the Company’s review of such filing, the Contractor Company shall not require OTP/NTP providers cause such information to submit cost reports be made publicly available in a manner reasonably acceptable to the Contractor for the purpose of cost settlementBuyer.

Financing. A. Payment for Services 1Prior to the Closing. the Company shall use reasonable best efforts to, and shall cause PocketGear to use reasonable best efforts to, cooperate with Parent (and use reasonable best efforts to cause the independent accounting firm and other advisers retained by the Company to cooperate with Parent) For claiming Federal Financial Participation in connection any equity and/or debt financing by Parent (FFPwhether or not directly related to the Transactions contemplated by this Agreement) (collectively, the “Financing”), the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providersincluding, contracted fee-for- service providers or contracted managed care plans. 2without limitation, (i) DHCS shall establish a Center facilitating customary due diligence, (ii) arranging 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 members of senior management of the STCsCompany and PocketGear to participate in meetings, presentations, road shows, due diligence sessions (or other sessions with prospective lenders, investors and rating agencies), drafting sessions, sessions with rating agencies or other syndication activities reasonably required in order to satisfy the conditions to consummation of the Financing, (iii) must explain assisting Parent and its financing sources with the process DHCS shall use preparation of customary materials for rating agency presentations, bank information memoranda (including customary authorization and representation letters) and other written offering materials used to determine costs incurred syndicate such Financing, to the extent information contained therein relates to the Company or PocketGear, (iv)(A) assisting with the preparation of any pledge and security documents, any loan agreement, currency or interest hedging agreement, and other definitive financing documents and using reasonable best efforts to assist in the negotiation and execution of collateral related documentation involving third parties and (B) providing documents requested by Parent or its financing sources relating to the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS and CMS approve existing indebtedness of this Intergovernmental Agreement the Company and the approved Intergovernmental Agreement is executed by release of related Liens, including customary payoff letters, (v) facilitating the Contractor’s County Board pledging of Supervisors. During this timecollateral and the granting of security interests in collateral in connection with the Financing, state plan DMC services provided that no pledge or grant of security interests shall be reimbursed pursuant effective until the Closing, and (vi) furnishing to Parent and its financing sources as promptly as practicable such financial and other pertinent information regarding the state plan reimbursement methodologies. 4) Pursuant Company and its subsidiaries as may be reasonably requested by Parent to Title 42 CFR 433.138 and 22 CCR 51005(a), if a beneficiary has Other Heath Coverage (OHC), then satisfy the Contractor shall bill that OHC prior conditions 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 consummation of the OHCFinancing, including, without limitation, applicable “know your customer” information. If Without limiting the Contractor submits a claim to an OHC and receives partial payment of the claimforegoing, the Contractor may submit Company and Parent shall each use reasonable best efforts to cooperate with each other to cause the claim deliverables described in Section 2.2(a)(vi) and Section 2.2(b)(viii) to DMC be finalized and is eligible to receive payment up to the maximum DMC rate for the service, less the amount of the payment made by the OHCdelivered. 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 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 1Grey Wolf shall, and shall cause its Subsidiaries and its and its Subsidiaries’ Representatives to, use commercially reasonable best efforts to cooperate in connection with Precision’s efforts to complete the Financing as may be requested by Precision, including, without limitation: (i) For claiming Federal Financial Participation participating on a timely basis in meetings, drafting sessions, due diligence sessions and other presentations, including presentations with potential lenders, agents or underwriters and with rating agencies; (FFP)ii) furnishing to the Joint Lead Arrangers and to Precision as promptly as reasonably practicable all financial statements, the Contractor shall certify the total allowable expenditures incurred in providing the DMC-ODS Pilot program services provided either through Contractor-operated providerspro forma statements, contracted fee-for- service providers financial projections, business plans, budgets and other reasonably pertinent data and information as may be available (or contracted managed care plans. 2obtainable without unreasonable expense) 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 reasonably requested by any of the STCsJoint Lead Arrangers or Precision; (iii) must explain participating in the process DHCS marketing presentations and other marketing efforts of the Joint Lead Arrangers or Precision for any portion of the Financing and assisting the Joint Lead Arrangers in the timely preparation of bank information memoranda, presentations and similar documents and of material for rating agency presentations; (iv) assisting Precision in securing the cooperation of the independent accountants of Grey Wolf, including with respect to the delivery of accountants’ comfort letters (v) obtaining legal opinions from Precision’s counsel, ratings and other documentation and items relating to such financing as are reasonably requested by either of the Joint Lead Arrangers; (vi) executing and delivering in connection with the Financing any guarantees, mortgages, pledges and security documents, other definitive financing documents or other certificates or documents, conditioned on the completion of the Merger as may be reasonably requested by either of the Joint Lead Arrangers; and (vii) taking such actions and providing such information and assistance as either of the Joint Lead Arrangers or Precision may reasonably request in connection with creating Liens upon or pledging collateral to secure the Financing. Precision shall use have provided a copy of the final executed commitment letter relating 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 Financing, including all attachments thereto, to Grey Wolf prior to the execution 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 methodologiesAgreement. 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)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 (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 (a) Prior to the Effective Time, the Company shall provide, shall cause its Subsidiaries to provide and shall use its reasonable best efforts to cause its and their Representatives (including legal and accounting) to provide such reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested in writing by Parent with reasonable notice in connection with the obtaining of the Debt Financing, including using reasonable best efforts to (i) participate in meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies, (ii) assist with the preparation of materials for Services 1rating agency presentations, offering memoranda, private placement memoranda or similar offering documents required in connection with the Debt Financing, (iii) For claiming Federal reasonably facilitate the pledging of collateral, in each case so long as not effective until at or after the Effective Time, (iv) furnish Parent and its Financing sources with (A) readily available historical financial and other pertinent information that, as of any date, would be required to be contained in filings by the Company with the SEC on Forms 10 Q and 10 K as of such date, in each case as may be reasonably requested by Parent (collectively, the “Required Financial Participation (FFPInformation”), 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. 2and (B) DHCS shall establish a Center for Medicare any other historical 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 other financial data of the STCstype reasonably requested by Parent, (v) must explain permit the process DHCS shall use prospective lenders involved in the Debt Financing to determine costs incurred by evaluate the counties under this demonstration. 3) The Contractor shall only provide state plan DMC services until DHCS 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 establishing collateral arrangements, (vi) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the OTP/NTP rates foregoing, and (vii) take corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company. The Company shall use commercially reasonable efforts to (1) provide monthly financial statements (excluding footnotes) within 25 days of the end of each month prior to the Closing Date, if and in the form currently prepared by the Company, (2) obtain accountants’ comfort letters, legal opinions, surveys and title insurance as may be requested by Parent or the prospective lenders in the Debt Financing, (3) 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, (4) obtain the issuance or reissuance of required state, county or city licenses or permits required for the operation after the expiration Closing Date of the DMCCompany’s business and (5) obtain estoppel certificates from landlords under Real Property Leases and from tenants under Real Property Subleases. It is understood and agreed that nothing contained in this Section 6.09 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 hereby consents to the use of its and its Subsidiaries’ Trademarks in connection with the Financing, provided that such Trademarks 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 Trademarks. Neither the Company nor any of its Subsidiaries shall be required, under the provisions of this Section 6.09 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 by Parent or (y) to incur any out-ODS Pilot programof-pocket expense unless such expense is advanced by Parent. Parent and Sub shall, on a joint and several basis, 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 in compliance with this Section 6.09, or at the request of Parent pursuant to this Section 6.09, or otherwise in connection with the arrangement of the Financing or (2) any information utilized in connection therewith (other than the information provided by the Company or its Subsidiaries). Nothing contained in this Section 6.09 or otherwise shall require the Company to be an issuer or other obligor with respect to the Financing prior to the Effective Time. All material, non-public information regarding the Company and its Subsidiaries provided to Parent or its Representatives pursuant to this Section 6.09 shall be kept confidential by them in accordance with the Confidentiality Agreement except for disclosure to potential investors as required in connection with the Financing subject to customary confidentiality protection. i. The DHCS Rates Setting Workgroup (b) For purposes of this Agreement, “Bridge Marketing Period” shall propose a recommended format for mean the first period of 15 consecutive business days after the date hereof throughout which (A) Parent shall have in all material respects the Required Financial Information that the Company is required to use its reasonable best efforts to provide to Parent pursuant to this annual financial data Section 6.09, provided, that the Required Financial Information required to be filed with the SEC must be timely filed (or must be cured if previously required to be filed) throughout the Bridge Marketing Period, (B) the conditions set forth in Section 7.01 and DHCS Section 7.02 shall approve a final format. 3) Pursuant be satisfied (other than those conditions that by their terms are to W&I Codebe satisfied at the Closing, Section 14124.24(hbut subject to the satisfaction or, to the extent permitted by Law, waiver of those conditions), and (C) the Contractor applicable auditors shall not require OTP/NTP providers have withdrawn their audit opinions for any applicable Required Financial Information; provided, that such 15 business day period shall commence no earlier than three business days after the condition set forth in Section 7.01(a) has been satisfied (it being understood and agreed that Parent will commence such period on an earlier date if reasonably practicable to submit cost reports do so in its good faith judgment, provided that in such event the period shall not commence more than 15 business days prior to the Contractor for date of the purpose Stockholders’ Meeting and the Bridge Marketing Period shall extend until the third business day after satisfaction of cost settlementthe condition set forth in Section 7.01(a)); and, provided, further, that notwithstanding the foregoing, the Bridge Marketing Period shall end on any earlier date that is the date on which the Financing is consummated.

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 “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) Promptly upon request by the Company, Parent shall reimburse the Company (or pay in advance) for Services 1any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) 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 demonstrationCompany in connection with the cooperation of the Company, as requested by Parent, with respect to the Financing. 3(b) The Contractor Prior to the Closing, the Acquired Corporations shall, and shall only use their commercially reasonable efforts to cause the respective Representatives of the Acquired Corporations to, cooperate as reasonably requested by Parent in connection with any debt financing sought by Parent or its Affiliates in connection with the transactions contemplated by this Agreement (the “Financing”), including, without limitation (i) 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, (ii) using commercially reasonable efforts to cause its independent accountants to provide state plan DMC services until DHCS assistance and CMS approve cooperation to Parent, including participating in drafting sessions and accounting due diligence sessions and providing consent to Parent to use their audit reports relating to the Acquired Corporations, (iii) using commercially reasonable efforts to obtain consents, approvals, authorizations, customary payoff letters, and instruments of this Intergovernmental Agreement termination and discharge reasonably requested by Parent, (iv) preparing and furnishing all financial and other pertinent information regarding the approved Intergovernmental Agreement is executed Acquired Corporations reasonably requested by Parent, including all financial statements, pro forma financial statements and other financial data required in connection with the Financing, (v) 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 Acquired Corporation’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 be effective prior to the Effective Time, (vi) 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 Parent and otherwise reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to the Effective Time, (vii) reasonably assisting Parent in obtaining corporate and facilities ratings for the Financing, and (viii) furnishing Parent 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 Acquired Corporations; and (ii) no Acquired Corporation 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. Parent shall (A) promptly upon request by the Contractor’s County Board Company, reimburse the Company for all reasonable and documented out-of-pocket fees and expenses of Supervisors. During this timethe Acquired Corporations and all reasonable and documented fees and expenses of their counsel and accountants incurred in connection with such requested cooperation, state plan DMC services shall be reimbursed pursuant to and (B) indemnify the state plan reimbursement methodologies. 4) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(aAcquired Corporations against any claim, loss, damage, injury, liability, judgment, award, penalty, fine, Tax, cost (including cost of investigation), 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 (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, 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, 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; (v) provide reasonable and customary cooperation with Parent’s preparation of definitive financing agreements, contracted fee-for- service providers 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 contracted managed care plansequivalent of the Company will continue in such position following the Closing or otherwise be appointed to such position at the Closing, execute and deliver such agreements and certificates on the Closing Date, including customary certificates of the chief financial officer (or other executive officer) of the Company with respect to 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); (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, and containing a customary representation to the Debt Financing Sources, including that the public side versions of such information do not include material non‑public information about the Company or its Subsidiaries or their securities; and (vii) provide Parent and Debt Financing Sources at least four Business Days prior to the Closing with all documentation and other 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), in each case to the extent requested in writing at least nine days in advance of the Closing. 2(b) DHCS 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 Company’s Subsidiaries and such use is subject to the Company’s reasonable review in advance thereof. (c) Notwithstanding anything to the contrary contained herein, nothing in Section 5.14(a) shall establish a Center for Medicare and Medicaid Services require any such cooperation or assistance to the extent that it would require the Company or any of its Subsidiaries to: (CMSi) approved Certified Public Expenditure pledge any assets as collateral prior to the Effective Time; (CPEii) protocol before FFP associated 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 Pilot program services is made available the Debt Financing prior to DHCS. This DHCS approved CPE protocol the Closing; (Attachment AA iii) take any actions to the extent such actions would, in the Company’s reasonable judgment, (A) unreasonably interfere with the ongoing business or operations of the STCsCompany or any of its Subsidiaries, (B) must explain subject any director, manager, officer, employee or Representative of the process DHCS 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 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 (in the case of any organizational document or Contract, not entered in contemplation of this limitation), (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, (y) any representation and warranty of the Company or its Subsidiaries in this Agreement to be inaccurate or (z) any other breach of this Agreement; (iv) waive or amend any terms of this Agreement; (v) commit to take any action under any certificate, document or instrument or enter into any definitive agreement (in each case, other than the authorization letters referenced in Section 5.14(a) above), in each case, that is not contingent upon the Closing; (vi) provide access to or disclose information that the Company reasonably determines would risk the loss of or waive any attorney‑client privilege of, or conflict with any confidentiality requirements applicable to, the Company or its Affiliates (in the case of confidentiality requirements, not entered in contemplation of this limitation); (vii) Other than with respect to the execution and delivery of the authorization letters referenced in Section 5.14(a) above, cause any director, manager or equivalent, or any officer or employee of the Company or any of its Subsidiaries to (A) pass resolutions to approve the Debt Financing or authorize the creation of any agreements, documents or actions in connection therewith or to (B) execute or deliver any certificate in connection with the Debt Financing, in each case, that are not contingent on the Closing or would be effective prior to the Closing (and in any event, no director manager or equivalent, or any officer or employee of the Company or any of its Subsidiaries who will not continue in such a position following the Closing shall use be required to determine pass any resolution related to the Debt Financing or execute or deliver any certificate in connection with the Debt Financing); (viii) deliver any legal opinion or negative assurance letter; or (ix) provide or prepare (A) any financial statements (other than the financial statements that the Company files with the SEC, as and when such financial statements are so filed), (B) any pro forma financial statements, pro forma adjustments (including regarding the Debt Financing, any synergies or cost savings), projections or an as‑adjusted capitalization table, (C) any description of all or any component of the Debt Financing, including any such description to be included in liquidity and capital resources disclosure or any “description of notes”, (D) risk factors relating to all or any component of the Debt Financing, (E) “segment reporting”, subsidiary financial statements or any information of the type required by Rule 3-09, Rule 3‑10 or Rule 3‑16 of Regulation S‑X or (F) any information required by Regulation S‑K Item 402 or by Items 10 through 14 of Form 10‑K or any other information customarily excluded from an offering memorandum for private placements of non‑convertible high‑yield bonds pursuant to Rule 144A. Notwithstanding anything to the contrary set forth herein, the provisions of Sections 5.14(a) and 5.14(b) and this Section 5.14(c) represent the sole obligation of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with any financing (including the Financing) to be obtained by Parent or its Affiliates in connection with the Transactions, and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. (d) Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out‑of‑pocket costs and expenses (including reasonable attorneys’ fees) incurred by the counties Company or any of its Subsidiaries and their respective Representatives in connection with any cooperation requested by Parent pursuant to Section 5.14(a), promptly after receipt of a written request therefor from the Company after termination of this Agreement pursuant to Section 7.01. Parent 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, the performance of their respective obligations under this demonstrationSection 5.14(a) and any information used in connection therewith, except to the extent such liabilities arise from (x) the gross negligence, Fraud, bad faith or willful misconduct of the Company, any of its Subsidiaries or any of its or their respective Representatives or (y) any material misrepresentation in any financial statements or information provided by the Company, any of its Subsidiaries or any of its or their respective Representatives specifically for use in the arrangement of the Financing. 3(e) The Contractor Subject to Section 8.08, Parent acknowledges and agrees that the obligations of Parent to consummate the Transactions are not in any way contingent upon or otherwise subject to Parent’s consummation of any financing arrangement, Parent or any of its Affiliates obtaining any financing (including the Financing or any Alternative Financing) or the availability, grant, provision or extension of any financing to Parent or any of its Affiliates (including the Financing or any Alternative Financing). Notwithstanding anything to the contrary contained herein, it is understood and agreed that the condition precedent set forth in Section 6.02(b) as applied to the Company’s obligations under Section 5.14(a) shall only provide state plan DMC services until DHCS and CMS approve be deemed satisfied unless (I) the Company has breached its obligations in any material respect under Section 5.14(a), (II) Parent has notified the Company of this Intergovernmental Agreement such breach in writing in good faith, including the details of such breach and the approved Intergovernmental Agreement is executed by actions necessary to cure such breach, (III) the Contractor’s County Board of Supervisors. During this time, state plan DMC services shall be reimbursed pursuant Company has not cured such breach with a reasonably sufficient time prior to the state plan reimbursement methodologiesOutside Date to consummate the Debt Financing and (IV) such breach has contributed in a material respect to the failure of the Debt Financing to be obtained. 4(f) Pursuant Each of Parent and Merger Sub shall use, and shall cause its Affiliates to Title 42 CFR 433.138 use, reasonable best efforts to take, or cause to be taken, all actions and 22 CCR 51005(ato do, or cause to be done, all things necessary, proper or advisable to obtain and consummate the Financing on a timely basis on the terms and subject only to the conditions set forth in the Commitment Letters, including using reasonable best efforts to: (i) until the funding of the applicable Financing, maintain in effect the Commitment Letters (subject to amendment, replacement, modification and waiver in accordance with the terms hereof); (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions set forth in the Debt Commitment Letter and the Fee Letters or on other terms and subject to other conditions acceptable to Parent (provided that such other terms and conditions would not implement any Prohibited Financing Modification); (iii) satisfy on a timely basis all conditions precedent to the initial funding of the Debt Financing set forth in the Debt Commitment Letter to be satisfied by, and within the control of, Parent or Merger Sub; (iv) consummate the Financing at or prior to the Closing Date, including by using reasonable best efforts to cause the lenders and the other persons committing to fund the Financing to fund the Financing at the Closing following satisfaction of the conditions precedent to the initial funding thereof; and (v) comply in all material respects with its covenants and other obligations that are within its control under the Commitment Letters and the definitive agreements relating to the Financing. Parent and Merger Sub shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), if a beneficiary has Other Heath Coverage (OHC), then the Contractor shall bill that OHC prior agree to billing DMC or permit any termination of or amendment or modification to receive either payment from the OHCbe made to, or a notice grant any waiver 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 claimany provision under, the Contractor may submit Commitment Letters or the claim to DMC and is eligible to receive payment up definitive agreements relating to the maximum DMC rate for the serviceFinancing if such termination, less amendment, modification or waiver would (A) reduce the amount of the payment made by Debt Financing below the OHC. B. Rate Setting 1amount required to satisfy the Financing Uses (after taking into consideration the amount of the then available Financing (including all increases thereto) The Contractor shall propose county-specific fee-for-service and available cash of the Company and its Subsidiaries), (FFSB) 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 impose any covered DMC-ODS Pilot program services. 2) OTP/NTP reimbursement rate shall be set by the DHCS Rate Setting Work Group pursuant new condition precedent to the process initial funding of the Financing or otherwise adversely amend, modify or expand any existing conditions precedent to the initial funding of the Financing set forth in W&I Codethe Commitment Letters in a manner that would reasonably be expected to materially delay or prevent or make less likely to occur the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) materially adversely impact the ability of Parent, Section 14021.51Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Commitment Letters or the definitive agreements with respect to the Financing (the effect described in clauses (A) through (C), collectively, the “Prohibited Financing Modifications”). The Contractor Parent shall reimburse all OTP/NTP providers at this ratepromptly deliver to the Company copies of any amendment, modification or waiver to or under any Commitment Letter. a(g) The Contractor At the written request of the Company from time to time, Parent shall ensure that all promptly inform the Company in reasonable detail of the status of its contracted OTP/NTP providers provide it with financial data on an annual basisefforts to arrange the Debt Financing. The Contractor Parent shall collect and submit this data give the Company prompt notice of (i) any material breach, default, termination or repudiation by any party to the DHCS Rates Setting Work Group upon its request Debt Commitment Letter of which Parent or Merger Sub becomes aware; (ii) the receipt by Parent or Merger Sub of any written notice or other written communication from any Debt Financing Source with respect to any (A) actual, potential or threatened material breach, default, termination or repudiation by any party to the Debt Commitment Letter or (B) material dispute or disagreement between or among Parent or Merger Sub, on the one hand, and the Debt Financing Sources, on the other hand, with respect to the obligation of the Debt Financing Sources to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing (but excluding, for the purpose avoidance of setting doubt, any ordinary course negotiations with respect to the OTP/NTP rates after the expiration terms 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(iii) 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.occurre

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 (a) Prior to the Closing, Seller shall provide to Buyer, and shall use its commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting employees and advisors, of Seller to provide to Buyer, all cooperation reasonably requested by Buyer in connection with the Financing, 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 assisting Buyer in its ability to execute and deliver any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably required of Buyer, (iv) furnishing Buyer and their Financing sources with financial and other pertinent information regarding the Business and the Transferred Assets as may be reasonably requested by Buyer, including all financial statements and financial data for the fiscal years ended 2004 and 2005 and the quarterly periods during each of 2005, 2006 and any quarterly periods ending prior to the Closing during 2007 of the type and form customarily included in syndicated bank financings and auditable carve-out divisional financial statements for the Business for fiscal year 2006 on the same basis as the Audited Carve-Out Financial Participation Statements and for the auditing of such financial statements by Seller’s independent auditors, to consummate the syndication contemplated by the Debt Financing Commitments at the time during Seller’s fiscal year such syndication will be made, (FFP)v) furnishing the financial statements described in paragraph 5 of Exhibit C of the Debt Financing Commitments promptly upon their becoming available, (vi) to the Contractor extent Seller learns of any material inaccuracy with respect to any financial statements contemplated in (v) above, Seller shall certify correct and refurnish such financial statements described in paragraph 5 of Exhibit C of the total allowable expenditures incurred Debt Financing Commitments, (vii) using commercially reasonable efforts to enable Buyer to obtain accountants’ comfort letters, legal opinions, certificates, surveys and title insurance as reasonably requested by Buyer, (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 current assets included in the Transferred Assets or the assets of the Transferred Subsidiaries, contracted fee-for- service providers or contracted managed care plans. 2and the cash management and accounting systems, policies and procedures associated therewith for the purposes of establishing collateral arrangements and (B) DHCS shall assist Buyer to establish a Center for Medicare bank and Medicaid Services other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (CMSix) approved Certified Public Expenditure (CPE) protocol before FFP associated with Pilot program services is taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to DHCSBuyer and Seller. This DHCS approved CPE protocol (Attachment AA of the STCs) must explain the process DHCS shall use to determine Buyer shall, promptly upon request by Seller, reimburse Seller for all reasonable, documented out-of-pocket costs incurred by the counties under this demonstrationSeller or its Subsidiaries in connection with Seller’s obligations hereunder. 3(b) The Contractor Buyer shall only provide state plan DMC services until DHCS use its commercially reasonable efforts to take, or cause to be taken, all actions and CMS approve to do, or cause to be done, all things reasonably necessary or proper to arrange the Debt Financing on the terms and conditions described in the Debt Financing Commitments (provided that Buyer 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 and the approved Intergovernmental Agreement is executed date hereof, or otherwise so long as the terms are not materially less beneficial to Buyer, 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 Buyer), including using commercially reasonable efforts to (i) maintain in effect the Financing Commitments in all material respects, (ii) satisfy on a timely basis all conditions applicable to Buyer to obtaining the 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 methodologiesterms of the Equity Financing Commitments), (iii) enter into definitive agreements with respect thereto, substantially on the terms and conditions contemplated by the Debt Financing Commitments or on other terms not materially less beneficial to Buyer, including with respect to conditionality, as determined in the reasonable judgment of Buyer and (iv) consummate the Financing at or prior to Closing. In the event Buyer becomes aware that any portion of the Debt Financing has become unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Buyer shall use its commercially reasonable 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 (in the reasonable judgment of Buyer) to Buyer as promptly as practicable following the occurrence of such event. Buyer shall give Seller prompt notice of any breach by any party of the Debt Financing Commitments of which Buyer becomes aware or the termination of the Debt Financing Commitments. Buyer shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to Seller copies of all documents related to the Debt Financing, subject to Buyer redacting customarily confidential information. 4(c) Pursuant to Title 42 CFR 433.138 and 22 CCR 51005(aUntil the Closing, neither Buyer nor any of its Subsidiaries shall incur any indebtedness for borrowed money that constitutes “Total Debt” (as defined in the Debt Financing Commitments), except for the Debt Financing, any Assumed Liabilities and any Liabilities of a Transferred Subsidiary, if the incurrence of such indebtedness would result in the failure of a beneficiary has Other Heath Coverage (OHC), then condition 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 funding obligations of the OHC. If lenders under the Contractor submits a claim to an OHC and receives partial payment of Debt Financing Commitments. (d) Buyer agrees that initial proceeds under the claim, Revolving Facility (as that term is defined under the Contractor may submit the claim to DMC and is eligible to receive payment up Debt Financing Commitments) equal to the maximum DMC rate for least of (x) $20,000,000, (y) the service, less Reimbursable Value Added Tax and (z) the amount of aggregate borrowing under 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 Revolving Facility shall be set by the DHCS Rate Setting Work Group used to satisfy Buyer’s obligation to pay for Reimbursable Value Added Tax pursuant to the process set forth in W&I Code, Section 14021.51. The Contractor shall reimburse all OTP/NTP providers at this rate5.4(f)(ii)(B). 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) 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 (a) From the date hereof until the earlier of (i) the Effective Date, and (ii) the termination of this Agreement pursuant to Article VII hereof, the Company shall provide Parent and Acquisition Sub such cooperation as may be reasonably requested in an effort to implement and make effective, as of the Effective Date, the financing provided for Services 1in the Commitment Letters and/or any Alternative Financing (as defined below) For claiming Federal Financial Participation and/or any other financing proposed by Parent and Acquisition Sub in connection with the Transactions (FFPindividually, a “Financing”, and collectively, the “Financings”), including using reasonable efforts to assist Parent and Acquisition Sub with: (i) the Contractor shall certify preparation by Parent and Acquisition Sub of an information package (including a version that does not contain material non-public information); (ii) participating in the total allowable expenditures incurred presentation by Parent and Acquisition Sub of such information package and related matters to prospective lenders, including by facilitating direct contact between the Company’s senior management and prospective lenders; (iii) paying and discharging on the Effective Date any Encumbrances under existing indebtedness, as may be reasonably requested by Parent; (iv) giving timely redemption and pre-payment notices, as applicable, 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 refinancing of the STCsCompany’s existing indebtedness, as may be reasonably requested by Parent; (v) must explain providing Parent at least three (3) days prior to the process DHCS shall Effective Date, with estimated outstanding balances, penalties, fees, per diems and related costs as may be required by Parent to effect the payment or prepayment of any outstanding indebtedness and related amounts on the Effective Date; (vi) the preparation by Parent and Acquisition Sub of an offering memorandum or private placement memorandum suitable for use to determine costs incurred in a customary “road show” for an offering of high-yield debt securities 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 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 participation of the OHC. If the Contractor submits a claim to an OHC and receives partial payment senior management of the claim, the Contractor may submit the claim to DMC Company and is eligible to receive payment up to the maximum DMC rate for the service, less the amount its Subsidiaries and representatives of the payment made Parent in any such road show; (vii) the rating agency process, as reasonably requested by Parent; (viii) the OHC. B. Rate Setting 1) The Contractor shall propose countyexecution and delivery of a customary purchase agreement and related documentation in connection with any offering of high-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.yield debt securities; and

Financing. A. Payment (a) 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 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 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) Prior to the Effective Time, the Company shall provide, and shall cause its Subsidiaries, and shall use commercially reasonable efforts to cause their respective Representatives, including legal and accounting, to provide, all cooperation requested by Parent 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 furnishing Parent and its Financing sources as promptly as practicable 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 to consummate the offerings of debt securities contemplated by the Debt Financing Letters at the time during the Company's fiscal year such offerings will be made (FFPthe "Required Information"), (iv) satisfying the Contractor shall certify conditions precedent to 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 availability 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 Financing as 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 the Debt Financing Letters (to the DHCS Rates Setting Work Group upon its request extent the satisfaction of such conditions requires actions by or cooperation of the Company), (v) using commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within 25 days of the end of each month prior to the Closing Date, and (vi) taking all actions necessary to 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. The Company hereby consents to the OTP/NTP rates after use of its and its Subsidiaries' logos in connection with the expiration Debt Financing. The Company shall use commercially reasonable efforts to take the following actions at the Closing: (A) 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 (including a certificate of the DMC-ODS Pilot programchief 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, (B) obtaining accountants' comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent, (C) establishing bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, and (D) taking all corporate actions necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Company. 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 Financing Letters, 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 recommended format for this annual financial data timely basis all conditions applicable to Parent 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 Letters, Parent shall approve a final formatuse all reasonable 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. Parent shall keep the Company reasonably apprised of material developments relating to the Financing. 3(c) Pursuant For purposes of this Agreement, (i) "Marketing Period" means a period commencing on the date of this Agreement and ending on the Final Marketing Date, (ii) "Final Marketing Date" means the First End Date; provided, that if on or prior to W&I Codethe First End Date, Section 14124.24(hParent delivers a written notice to the Company extending the Final Marketing Date to the Extended End Date, then the Final Marketing Date shall mean the Extended End Date (such written notice shall include a list of the form and type of Required Information that is necessary for the Company to deliver to Parent in order for December 15, 2007 to be the Final Marketing Date (subject to any form or type of information subsequently identified by Parent that was omitted in good faith or that has become customary, the failure of which to include in the offering materials would cause such offering materials to contain an untrue statement of a material fact or omit to state a material fact necessary to be stated in such offering material in order to make the statements in the offering documents, in the light of the circumstances under which they were made, not misleading)), (iii) "First End Date" means (x) October 5, 2007 if the Contractor immediately preceding 30 calendar-day period is a Required Information Period or (y) if the 30 calendar-day period immediately preceding October 5, 2007 is not a Required Information Period, then the first date after October 5, 2007 that is the final day of a Required Information Period, (iv) "Extended End Date" means (x) December 15, 2007 if the immediately preceding 30 calendar-day period is a Required Information Period or (y) if the 30 calendar-day period immediately preceding December 15, 2007 is not a Required Information Period, then the first date after December 15, 2007 that is the final day of a Required Information Period, and (v) "Required Information Period" means a period of 30 consecutive calendar days (x) throughout and at the end of which Parent shall not require OTP/NTP providers have (and its financing sources shall have access to) the Required Information and (y) throughout and at the end of which the conditions set forth in Section 7.1 and Section 7.2 (other than the receipt of the certificates referred to submit cost reports therein) shall be satisfied and nothing material has occurred and no condition exists that would cause any of the conditions set forth in Section 7.1 or Section 7.2 (other than the receipt of the certificates referred to therein) to fail to be satisfied assuming the Contractor closing of the transactions contemplated by this Agreement were to be scheduled for the purpose of cost settlementany time during such 30-consecutive-calendar day period.