Vera Whole Health 3/24/2025 Amendment 5

2.6 “Vera” for purposes of this SOF-1, Vera shall mean Vera Whole Health Inc., Vera Whole Health WA, P.C. and Castlight Health, Inc. 3 FEES 3.1 Payment Procedure. Compensation and payment for the Services under this SOF- 1 and the applicable invoicing shall be as set forth in this SOF-1. Payment will be due thirty (30) days after Employer’s receipt of each invoice. If any charge owing by Employer (other than charges disputed in good faith) is thirty (30) days or more overdue, Vera may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. Additionally, all amounts not paid when due will accrue interest (without the requirement of a notice) at the rate of 1.5% per month until the unpaid amounts are paid in full. Except as otherwise provided in a document executed between the parties, all invoiced amounts are in U.S. dollars and all payments shall be made in U.S. dollars. Unless otherwise expressly provided in the Agreement or any applicable Services Order Form, purchases of Services hereunder are non-cancellable and all fees are non-refundable. 3.2 Advanced Primary Care (“APC”) Fee. In consideration of the Services provided as described herein, Employer shall, commencing on January 1, 2025, and continuing throughout the SOF-1 Term so long as Vera is in compliance with the Agreement (including this SOF-1), pay Vera a monthly fee in arrears based on the actual number of Participants who are authorized by Employer to utilize the Services during the previous calendar month (the "APC Fee"). The APC Fee will be calculated as follows for each month: Service Number of Participants Rate Model Fee APC 2,200 PPPM $50.00 “PPPM” means the per Participant per month rate used to calculate the APC Fee for the Services. 3.3 Annual Increases for APC Fee. By written notice to Employer given no later than sixty (60) days prior to the first and second anniversaries of the SOF-1 Term, Vera shall have the right to increase the APC Fee for the following Clinic Year under the Agreement in order to compensate Vera for additional incurred costs; provided however, in no case shall the APC Fee be increased for any Clinic Year by a percentage that is greater than the percentage increase of June-to-June CPI-U for Seattle-Tacoma-Bellevue published by the Bureau of Labor Statistics for the prior calendar year. For example, this means that the percentage increase in the APC Fee from Clinic Year 2025 to Clinic Year 2026 is capped by the percentage increase in such CPI-U from June 2024 to June 2025. IV PERFORMANCE GUARANTEES 4.1 In any Clinic Year in which Vera fails to achieve the annual performance target (the “Performance Measure Targets”) set forth in the table below, Vera shall refund to