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HomeMy WebLinkAboutContract 54095-A4DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F CSC No. 54095-A4 Trusted Supplier: Virta Health Corp. 633 171" Street, Suite 2600 Denver, CO 80202 Copy to: Legal Department (legal@virtahealth.com) Customer City of Fort Worth Accolade: Accolade, Inc. 660 West Germantown Pike, Suite 500 Plymouth Meeting, PA 19462 Attn: Robert Cavanaugh, President Copy to: Legal Department (leeal(@accolade.com) Trusted Supplier agrees to provide the services as further described in this "Order Form" to each Customer (as defined in the Terms below) that orders the Services specified in this Trusted Supplier Services Order Form, or any addenda hereto, and subject to the Trusted Supplier Program Terms (Appendix D), as supplemented by applicable supporting documentation. Each Customer and the Trusted Supplier will also execute a Business Associate Agreement (BAA) in accordance with HIPAA. This Order Form, along with the Master Strategic Relationship Agreement, Trusted Supplier Program Terms, BAA, and any other exhibits or schedules attached hereto and incorporated by reference form a binding agreement between Accolade and the Trusted Supplier. All capitalized terms not defined in this Form shall have the meaning set forth in the Trusted Supplier Program Terms. The effective date of this order form and the trusted supplier program terms is upon final signature of this Order Form. This order form represents a request for additional services under CSC 54388 effective August 6, 2020 and, except to the extent pricing or product has been explicitly updated hereby, those terms and conditions apply to this order form and supersede anything to the contrary herein. Services Description Programs & Fees 0 Diabetes Reversal' 0 Diabetes Management 0 Obesity Reversal 0 Pre -diabetes Reversal Target Launch Date Initial Term Estimated # of Eligible Members (All customer in -scope employees — employees and dependents on medical plan -) Performance Guarantees See Appendix A $225/PPPM for Months 1-12' $175/PPPM for Months 13+' $79/PPPM $149/PPPM $149/PPPM January 1, 2023 1/1/2023-12/31/2023 14,000 See Appendix B 1 PPPM = Per Participant Per Month, which limits billing only to those Participants actively participating in the Virta programs described above. Months 1-12 and Months 13+ refer to the months of participation for each Participant. 2At least twenty-five (25) Enrolled Members must be enrolled for Diabetes Reversal Services ("Enrollment Minimum"). After the first twelve (12) months, in the event that a customer fails to meet the Enrollment Minimum for a given month (beginning on the first Enrollment Date) ("Enrollment Shortfall"), Virta will issue that customer a supplemental charge equal to monthly fees for the number of Enrolled Members below the Enrollment Minimum for that month of the Enrollment Shortfall. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F Billing Billing Cycle Billing ElVirta will submit all charges as claims to Customer's health plan or other Customer -designated payor. ❑X Accolade will handle Customer invoicing. Invoices will be sent monthly in arrears based upon prior month participant count. Fee For the Flat Fee payment model, patients will be included in the customer invoice after 30 days of enrollment at the Calculation: rate outlined above (PPPM rates). After patients are enrolled for 30 days, Customer will be invoiced for that patient based on their diagnosis criteria upon entering the Virta program (e.g. Diabetes vs Prediabetes or other inclusion criteria). Virta will conduct an annual "true up" of fees based on the Performance Guarantees outlined in the Flat Fee Performance Guarantee section included in Exhibit B. If agreed upon Performance Guarantees are not met, during the "true up", a rebate will be issued to Customer based on the Rebate Structure outlined in Exhibit B Fee True -Up: For Flat Fee payment models, within ninety (90) days after the end of each Measurement Period (annually beginning one year after marketing launch), Accolade will calculate and submit an invoice for any under- or over -payments for the prior Invoicing Period and Performance Guarantee amounts, if any, based on actual data, and deliver a "True -Up Invoice" to Customer. Performance Guarantee calculations will be performed as set forth in Appendix B to this Order Form. Any amounts over -paid by Customer will be credited by Accolade in subsequent invoices against future amounts owed. Final Upon termination or expiration of this Order Form for any reason, Accolade shall prepare a final True -Up Invoice using Accounting: the methodology set forth above in the Fee True -Up section and determine the final net amount owed by Customer to be reflected in a final invoice. Invoicing; Invoices will set forth on an itemized basis the amounts due and how such amounts are calculated based on the Payment Employee count, Base Rates, Additional Services Rates and any applicable Performance Guarantee amounts. Generally Payments will be collected in United States dollars. Accolade will use reasonable efforts to timely collect such payments, but shall not be liable for amounts not actually collected. DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F ADDITIONAL TERMS Notwithstanding anything to the contrary herein (including any attached Exhibits), Accolade, Customer, and Trusted Supplier agree to the following additional terms and conditions. If any provisions of the Order Form, conflict with the terms hereunder, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of Customer, the terms in these Terms and Conditions shall control. Terms and Conditions 1. Termination a. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by Customer in any fiscal period for any payments due hereunder, Customer will notify Accolade, and Accolade shall notify Trusted Supplier, of such occurrence and this Order Form shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Customer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. b. Duties and Obligations of the Parties. In the event that the Order Form is terminated prior to the end of the then - current Term, Accolade shall pay Trusted Supplier for services actually rendered up to the effective date of termination and Trusted Supplier shall continue to provide Customer with services requested by Customer and in accordance with the Order Form up to the effective date of termination. Upon termination of the Order Form for any reason, Trusted Supplier shall provide Customer with copies of all completed or partially completed documents prepared under the Order Form. In the even Trusted Supplier has received access to Customer information or data as a requirement to perform services hereunder, Trusted Supplier shall return all Customer provided data to Customer in a machine readable format or other format deemed acceptable to Customer 2. Attornevs' Fees. Penalties. and Liauidated Damages. To the extent the attached Order Form require Customer to pay attorneys' fees for any action contemplated or taken, or liquidated damages in any amount, Customer objects to these terms and any such terms are hereby deleted from the Order Form and shall have no force or effect. 3. Law and Venue. The Order Form and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, Customer objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect 4. Linked Terms and Conditions. If the Order Form contains a website link to terms and conditions, the linked terms and conditions located at the website link as of the Effective Date of the Order Form shall be linked terms and conditions referred to in the Order Form. To the extent that the linked terms and conditions conflict with any provisions of either of these terms and conditions, or the Order Form, the provisions contained within these terms and conditions and the Order Form shall control. If any changes are made to the linked terms and conditions after the date of the Order Form, such changes are hereby deleted and void. Further, if Trusted Supplier cannot clearly and sufficiently demonstrate the exact terms and conditions as of the Effective Date of the Order Form, all of the linked terms and conditions are hereby deleted and void. 5. Insurance. The Customer is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Order Form requires Customer to purchase Insurance, Customer objects to any such provision, the parties agree that any such requirements shall be null and void and is hereby deleted from the Order Form and shall have not force or effect. Customer may provide a letter or self -insured status as requested by Accolade. 6. Sovereign immunity. Nothing herein constitutes a waiver of the Customer's sovereign immunity. To the extent the Order Form requires Customer to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 7. Indemnity. To the extent the Order Form, in any way, requires Customer to indemnify or hold Trusted Supplier or any third party harmless from damages of any kind or character, Customer objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 8. Public Information. Customer is a government entity under the laws of the State of Texas and all documents held or maintained by Customer are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that Customer maintain records in violation of the Act, Customer hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have not force or effect. In the event there is a request for information marked Confidential or Proprietary, Customer shall promptly notify Trusted Supplier. It will be the responsibility of Trusted Supplier to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Customer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 9. Insurance. Trusted Supplier agrees that insurance coverage provided to Customer by Trusted Supplier is sufficient for purposes of the Order Form. DocuSign Envelope ID: 631`26C13-DC6B-441 B-A776-CE572832D27F 10. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of Customer hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, Customer shall have the right to terminate the Order Form except for those portions of funds which have been appropriated prior to termination. 11. Immigration Nationalitv Act. Trusted Supplier shall verify the identity and employment eligibility of its employees who perform work under the Agreement, 9including completing the Employment Eligibility Verification Form (1-9). Trusted Supplier shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Trusted Supplier employee who is not legally eligible to perform such services. TRUSTED SUPPLIER SHALL INDEMNIFY CUSTOMER AND HOLD CUSTOMER HARMLESS FROM ANY THIRD PARTY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH OF TRUSTED SUPPLIER, TRUSTED SUPPLIER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. 12. No Bovcott of Israel. If Trusted Supplier has fewer than 10 employees or the Order Form is for less than $100,000, this section does not apply. Trusted Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, Customer is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Order Form, Trusted Supplier certifies that Trusted Supplier's signature provides written verification to Customer that Trusted Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Order Form. 13. Right to Audit. Trusted Supplier agrees that Customer, no more than once per annum, shall, until the expiration of three (3) years after final payment under this Order Form, have access to and the right to examine any directly pertinent books, documents, papers and records of Trusted Supplier involving transactions relating to this Order Form Trusted Supplier agrees that Customer shall have access during normal business hours to all necessary Trusted Supplier facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Customer shall give Accolade and Trusted Supplier reasonable advance notice, but no less than ten (10) business days, of intended audits, and such audits shall be conducted during normal business hours. If reasonably possible, inspections will be conducted on a documentary basis. If on - site inspections are required, inspections shall be conducted during regular business hours and designed to mitigate disruption to Trusted Supplier's normal business operations. Any personnel of the Customer or an independent auditor who will be on -site at one of Trusted Supplier's locations must adhere to Trusted Supplier's policies and procedures. Independent auditors will be required to execute a reasonable confidentiality agreement and, if such auditors will access, receive, transmit, or store protected health information, they will be a "business associate" of the Customer. I.9rhP/e1101R*1 This Order Form, along with the Trusted Supplier Program Terms, BAA, and any other exhibits or schedules attached hereto and incorporated by reference constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all other communications and all other prior understandings or agreements between the Parties with respect to such subject matter hereof. EXECUTED as of the date of the final signature of the Parties hereto, each acting under due and proper authority. ACCOLADE, INC. ocuSigned by: By: rr;.-V- v 4 Name: Rajeev Singh Title: CEO 6/15/2023 Date: TRUSTED SUPPLIER DocuSigneld by: By: L�l(tr Kevin Kumler Name: Title: President, US Date: 6/14/2023 DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F CUSTOMER City of Fort Worth By: v Jesica McEachern Name: Title: Assistant City Manager Date: Jun 30, 2023 Approval recommended: G�I.aIV�AI--� By: Dianna M. Giordano (Jun 28, 202313:41 CDT) Name: Dianna M. Giordano Title: Director of Human Resources Date: Jun 28, 2023 City Secretary: d4400�� 00 FFaRr9�� a A °avo osd U 0 aQab nEXASoq� Jannette S. Goodall June 30, 3023 J u n 30, 2023 Contract Compliance Manager By. 9'. Name: Joanne Hinton Title: Benefits Manager Date: J u n 22, 2023 Approved as to Form and Legality: By: O Name: Jesslka Williams Title: Assistant City Attorney Date: J u n 28, 2023 Contract Authorization: M&C: N/A Form 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F APPENDIX A SERVICES DESCRIPTION VIRTA SERVICES Diabetes I Reversal Desired Services 0 Selected Launch Date January 1, 2023 0 January 1, 2023 0 January 1, 2023 0 January 1, 2023 Estimated Number of 14,000 members 14,000 members 14,000 members 14,000 members Covered Persons Pricing Model PEMPM PEMPM PEMPM PEMPM Rates shown in (Per Engaged Member (Per Engaged Member (Per Engaged Member (Per Engaged Member Schedule 1 - Pricing. Per Month) Per Month) Per Month) Per Month) Performance Guarantees: The combined clinical and financial performance guarantees are 100% at risk and only payable during the first year, where applicable. Otherwise, the Best -in -Class Performance Guarantee applies annually. Virta shall report annually, the performance standards shown in Exhibit C. Alc PG: Requires 50 Attributed Members ✓ ✓ Clinical Performance N/A Weight PG: Requires Weight PG: Requires Guarantees 50 Attributed Members 50 Attributed Members Weight PG: Requires 50 Attributed Members Financial ✓ Performance Rx PG: N/A N/A N/A Guarantee: Diabetes Requires 50 Attributed Rx Members Best -in -Class Performance ✓ ✓ ✓ ✓ Guarantee Coaching App-driven coaching & personalized ✓ ✓ ✓ ✓ content Intensive 1:1 health ✓ ✓ ✓ coaching Health counseling + nudges toward ✓ Reversal Provider Oversight ✓ ✓ ✓ Remote Monitoring Connected scale ✓ ✓ ✓ Glucose/Ketone monitor & test strips ✓ ✓ ✓ ✓ for each DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F Unlimited testing ✓ ✓ ✓ ✓ supplies Free lab testing as ✓ ✓ ✓ indicated Behavioral and Nutritional Health Virta medical ✓ nutrition therapy Reduction of sugar & ✓ processed carbs Behavioral health ✓ ✓ ✓ ✓ curriculum DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F APPENDIX B PERFORMANCE GUARANTEES For any Performance Guarantee to be in effect during any Measurement Period there must be at least 50 Attributed Members enrolled in a Service. For the purpose of clarity, this means that there must be at least 50 Attributed Members enrolled in the Virta Service for the corresponding Performance Guarantee to be calculated. Non -Attributed Members will be included in the next Measurement Period. The specific Performance Guarantees for the Virta Services are reflected in the tables below. Clinical & Financial Performance Guarantees Clinical and financial performance targets are defined in Table 2 of this Exhibit C. Where applicable, fees are 100% at risk for the combined clinical and financial performance guarantees and only payable during the first year. After the first year, the Best -in -Class Guarantee will be available, except for the Diabetes Management Service where the Best -in -Class Guarantee applies each year. There must be at least 300 Covered Persons that have enrolled in a Service to use Customer -supplied claims data for performance guarantee reconciliation. Where there are less than 300 Covered Persons that have enrolled, Virta will use self -reported medication and dosage data provided by the patient and industry -accepted per dosage Rx costs. Best -in -Class Performance Guarantee This performance guarantee applies to all Services where Clinical or Financial Performance Guarantees aren't in effect for that Measurement Period. Customers that are dissatisfied with Virta for any reason —including, but not limited to, seeing evidence that Virta's performance is inferior to another diabetes vendor in terms of clinical outcomes, member engagement, or any other metric —client may notify Virta via signed statement from their CEO, and Virta will return 10% of billed fees from the current Measurement Period. Upon receipt of this notice, Virta will also halt all activity related to Member communications and new Member enrollment, and work with Customer on an agreed upon remediation plan and timeline. Exclusions For Members Shifting Between Products Performance guarantees will not be calculated for Members where the following exclusion conditions are met: • Members enrolled in Diabetes Management for at least one (1) month prior to switching from Diabetes Management to T2D Reversal, will be excluded from the performance guarantees calculation for T21D Reversal. Such Patients are however eligible to be included in performance guarantees calculation for Diabetes Management, provided a Member has met all other inclusion criteria. 107991,11111910V "Attributed Member" shall mean a Member enrolled in the Services for at least 180 continuous days during the applicable Measurement Period, with at least one recorded baseline HbA1c greater than or equal to 6.5 (for the purposes of Diabetes Reversal Performance Guarantee), or baseline BMI greater than or equal to 30 (for purposes of Diabetes Reversal, Prediabetes Reversal, or Obesity Treatment Performance Guarantee). "Baseline HbA1c" is a Member's Valid HbA1c that is recorded prior to Virta accepting them from treatment into the Services. If no Baseline HbA1c is available for a Member such Member will not be included in any performance guarantee calculations. "Baseline Monthly Rx Claims Cost" is calculated by taking the average monthly Diabetes Specific Pharmacy Costs for all Attributed Members over the twelve-month period prior to each Attributed Member's Start Date, when claims data is provided. "Baseline Weight" is the average of Member's first three weight measurements recorded by Virta after their Enrollment Date. "Diabetes Specific Pharmacy Cost" means the sum of the claims amount paid by Plan for Attributed Members for Outpatient DM Prescription Drugs. "Measurement Period" is defined as the 12-month period following the first Member's Start Date and each subsequent 12 month period thereafter. DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F "Measurement Period Monthly Rx Claims Cost" is the sum of the Attributed Members' Monthly Diabetes Specific Pharmacy Costs during the Measurement Period. "Outpatient DM Prescription Drugs" means those drugs set forth on Table 3 of this Exhibit. "Performance Guarantees" or "PGs" are the clinical and financial targets outlined in Table 2. Each Performance Guarantee is subject to a Refund during each Measurement Period as outlined in Table 2. "Reconciliation" is the process after each Measurement Period of determining if any Refund is due based on achievement or lack thereof of the Performance Guarantees outlined in Table 2. "Reconciliation Period" is the period following the end of a Measurement Period in which the Reconciliation is completed. For calculation of the DM Rx Cost Reduction Performance Guarantee, claims are required that were incurred during the Measurement Period and paid anytime up to and including 90 days after the end of the Measurement Period. The Reconciliation Period begins on the day Virta gets all the claims data necessary to calculate the Performance Guarantees. Within 60 days after the beginning of the Reconciliation Period, Virta will deliver an analysis of the Performance Guarantees to Customer. The Customer then has 60 days to accept the results and/or perform an audit of the results. Any Refund owed to Customer by Virta will be paid within 90 days of the end of the Reconciliation Period. "Refund" is any amount of money that Virta must return to Customer based on lack of achievement of the Performance Guarantees during any Measurement Period as outlined in Table 2. "Treatment Alc" is a Member's Valid Alc measurement that is recorded during the period between 30 days prior to the end of the Measurement Period and 60 days after the Measurement Period. If Treatment Alc is not available for a Member, such Member will not be included in any performance guarantee calculations. "Treatment Weight" is a Member's weight that is recorded during the period between 30 days prior to the end of the Measurement Period and 60 days after the Measurement Period. "Trend Adjustment Factor" is the annual cost increase for Diabetes Management Drugs as reported by the American Diabetes Association (ADA) on a per Member basis. This factor adjusts for observed patterns in cost increases for a typical diabetic population driven by increased ingredient costs, increased prescribing of higher cost novel drugs, and increased in overall utilization. From 2012 to 2017 the average annual cost increase was 8.8%. "Valid Alc" is an Alc measurement that is recorded by (i) a qualified healthcare provider (lab and/or other healthcare professional), (ii) through an FDA approved handheld HbA1c meter; or (iii) a Member -reported blood glucose reading(s) taken from a from an FDA -approved meter, and using Virta's correlation/prediction algorithms where an Alc cannot be obtained from (i) or (ii) above. Virta Error Correction - Incrementally to the above stated definitions and formulas, if any data is unclear, missing or unable to be collected, Virta may use best efforts to resolve the calculations or analysis with alignment to the overall intentions of this Performance Guarantee DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F TABLE 2: CLINICAL & FINANCIAL PERFORMANCE TARGETS & REFUND STRUCTURE Table 2 / Part 1: Performance Guarantees for Diabetes Reversal A1C REDUCTION PERFORMANCE METRIC +Performance Guarantee is only in effect for the cohort of members with a baseline A1c >= 6.5 Is calculated as: ([A] — [B]) / [C]; where [A] = the sum of each Attributed Member's Treatment A1c, [B] = the sum of each Attributed Member's Baseline A1c, and [C] = the total number of Attributed Members PERFORMANCE TARGET 1 point reduction or better 0.99 - .75 points .74 - .49 points For example: if there are 5 Attributed Members .48 - .23 points with Treatment A1c levels of 5, 6, 7, 8, and 9 and •22 - .01 points Baseline A1c levels of 7, 8, 9, 10 and 11: 0 points or worse [A] will equal [5+6+7+8+9] = 35 [B] will equal [7+8+9+10+11] = 45 [C] equals [5] A1c Reduction will equal ([35] — [45]) / [5] _ -2.0 points, and Virta will not owe Customer a Refund WEIGHT LOSS PERFORMANCE METRIC PERFORMANCE TARGET +Performance Guarantee is only in effect for the cohort of members with a baseline BMI >= 30 Is calculated as — (([A] — [B]) / [B]) * 100%; where 5.00% or better [A] = the sum of each Attributed Member's 14.99 - 3.00% Treatment Weight, and [B] = the sum of each 12.99 - 2.00% Attributed Member's Baseline Weight. 11.99 - 1.00% For example: if there are 50 Attributed Members each with an average Treatment Weight of .99 .01 200lbs and average Baseline Weight of 225lbs: 0% or worse [A] will equal [50*200] = 10,000 [B] will equal [50*225] = 11,250 The Weight Loss will equal-([10,000] — [11,250]) / [11,2501 * 100%= 11.1%, and Virta will not owe Customer a Refund DM RX COST REDUCTION PERFORMANCE METRIC +Performance Guarantee is not in effect for drug costs associated with non -diabetic medical conditions where the medication is recommended by Standards of Care Is calculated as — (([A] — [B] * (1 + [Q) / ([B] * (1 + [C])); where [A] = the Treatment Monthly Rx Claims Cost, and [B] = the Baseline Monthly Rx Claims Cost. And [C] = Trend Adjustment Factor (applied only to Baseline Costs). For example, if: [A] equals $400 per Attributed Member per month [B] equals $1,200 per Attributed Member per month [C] equals 6% The DM Rx Cost reduction will be: PERFORMANCE TARGET 40% or better 39.99 - 30.00% 29.99 - 20.00% 19.99 - 10.00% 9.99 - .01% 0% or worse 0% 6.60% 13.20% 19.80% 26.40% 33.33 % 0% 6.60% 13.20% 19.80% 26.40% 33.33 % REFUND DUE 0% 6.60% 13.20% 19.80% 26.40% 33.33% REFUND DUE REFUND DUE DocuSign Envelope ID: 63F26C13-DC6B-441 B-A776-CE572832D27F (($400 - $1200 * (1 + 0.06)) / ($1200)*(1 + 0.06)) = 68.55% and Virta will not owe Customer a Refund Table 2 / Part 2: Performance Guarantees for Prediabetes Reversal and Obesity Treatment DIABETES AND OBESITY/WEIGHT LOSS I PERFORMANCE TARGET I REFUND DUE Performance Guarantee is only in effect for the short of members with a baseline BMI >= 30 Is calculated as — (([A] — [B]) / [B]) * 100%; wherel5.00% or better 0% [A] = the sum of each Attributed Member's 14.99 - 3.00% 20% Treatment Weight, and [B] = the sum of each 12.99 - 2.00% 40% Attributed Member's Baseline Weight. 11.99 - 1.00% 60% For example: if there are 50 Attributed Member 99 .01 % 80% each with an average Treatment Weight of 200lbs and average Baseline Weight of 225lbs: 0% or worse 100% [A] will equal [50*200] = 10,000 [B] will equal [50*225] = 11,250 The Weight Loss will equal-([10,000] — [11,250]) / [11,250] * 100%= 11.1%, and Virta will not owe Customer a Refund * Each performance target will be rounded to the nearest two decimal points, using normal rounding rules (1,2,3,4 down; 5,6,7,8,9 up).