Exclusive Professional Services Agreement — Anaesthesia

This Agreement is entered into by and between Ridgeline Health Partners, a multi-specialty physician group ("Practice"), and Lakeside Anaesthesia Associates ("Physician"), and is identified in Practice's records as RHP-PHY-0106.

The parties enter into this Agreement in respect of Exclusive Professional Services Agreement — Anaesthesia, upon the terms and conditions set forth below.

The initial term commences on Apr 23, 2023 and continues for 36 months unless earlier terminated in accordance with this Agreement.

The term currently in effect ends on Apr 23, 2027.

Physician shall provide the services described in Exhibit A in accordance with the standards of care and performance set forth therein, and shall maintain all licenses, certifications and approvals required to perform such services.

The parties acknowledge that the compensation set forth herein has been determined through arm's length bargaining, is consistent with fair market value for the services actually provided, and does not take into account, directly or indirectly, the volume or value of any referrals or other business generated between the parties.

Nothing in this Agreement requires Physician to refer any patient to, or otherwise generate business for, Practice.

Compensation shall be paid as follows: Collections guarantee with subsidy true-up calculated quarterly.

Amounts payable are subject to the adjustment provisions set forth in the exhibits.

Each party shall comply with all applicable federal and state laws and regulations, including without limitation the federal Anti-Kickback Statute, the physician self-referral law, and the privacy and security regulations promulgated under the Health Insurance Portability and Accountability Act.

Each party shall hold in confidence all confidential information of the other party and shall not disclose such information except as required to perform its obligations or as required by law. The obligations of this section survive termination.

Either party may terminate this Agreement upon material breach by the other party which remains uncured thirty (30) days after written notice describing the breach in reasonable detail.

Termination does not relieve either party of obligations accrued prior to the effective date of termination.

All notices required or permitted hereunder shall be in writing and delivered to the address for notices set forth below, and shall be deemed given upon receipt.

Ridgeline Health Partners, Attention: Contract Administration, with a required copy to the Office of General Counsel.

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

This Agreement is governed by the laws of the State of Tennessee without regard to its conflict of laws principles.

This document, together with its exhibits and any executed amendments, constitutes the entire agreement of the parties and supersedes all prior understandings.

Executed by authorised representatives of both parties. A complete signed original is held in the register.