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SmartShopper

May 2022 Performance Report

aa COSt-Effective Breakout By Procedure (Jun 2021 - May 2022)

Account: CITY OF NASHUA

Program Date: 07/01/19

Sapphire BOB

prcotuename "Ree Swooning meni meeMeS Savings SMO, “Sovmgtenor "te
Back Surgery 7 1 0 $0 $0 $0 $4,162 $29,133
Bariatric Surgery 11 3 0 $0 $0 $0 $5,971 $65,680
Bladder Repair (Sling) 0 1 0) $0 $0 $0 $1,856 $0
Bone and Joint Imaging 14 3 0 $0 $0 $0 $640 $7,042
Bone Density 93 4 2 $200 $1,085 $543 $44 $4,004
Breast Biopsy 13 () 0 $0 $0 $0 $2,588 $33,644
Breast Lumpectomy 3 ) 0 $0 $0 $0 $4,274 $12,821
Bronchoscopy 12 () 0 $0 $0 $0 $2,811 $33,728
Bunionectomy 3 5 0 $0 $0 $0 $2,496 $7,489
Cardiac 28 fo) 0 $0 $0 $0 $0
Cardiology Procedure 237 6 0) $0 $0 $0 $300 $71,104
Carpal Tunnel 5 2 0 $0 $0 $0 $1,481 $7,404
Cataract Removal 24 6 0 $0 $0 $0 $1,141 $27,373
Sed Ue 0 0 0 $0 $0 $0 $1,948 $0
Colonoscopy 286 81 6 $1,300 $9,745 $1,624 $1,074 $300,646
CT Scan 588 18 1 $150 $678 $678 $377 $221,393
ban & Curettage - 1 0 0 $0 $0 $0 $0
Ear Tubes 26 () 0 $0 $0 $0 $1,244 $32,344
Gall Bladder Surgery 6 1 0 $0 $0 $0 $1,642 $9,850
ee 8 2 0 $0 $0 $0 $0 $0

Gl Procedure fe) fe) 0 $0 $0 $0 $1,417 $0
Hammertoe Correction 3 fo) 0 $0 $0 $0 $0
Heart Imaging(SPECT) 23 1 0) $0 $0 $0 $0
Hernia Repair 22 () 0 $0 $0 $0 $1,801 $39,618
Hip Replacement 8 1 0 $0 $0 $0 $3,561 $28,484
Hysterectomy 12 7 1 $150 $0 $0 $4,861 $53,476
Hysteroscopy 16 2 0) $0 $0 $0 $1,082 $17,318
are Urinary Tract 9 1 0 $0 $0 $0 $0
Knee Replacement 9 3 0 $0 $0 $0 $5,082 $45,736

Page 4 of 6

: Account: CITY OF NASHUA
SmartShopper Program Date: 07/01/19

May 2022 Performance Report

Procedure Name ee eras eae Sevoos SRE, savor ens
Knee Surgery 21 4 0 $0 $0 $0 $2,507 $52,640
Lab/Blood Work 6,392 156 116 $2,900 $27,936 $241 $216 $1,353,985
i ie 6 0 0 $0 $0 $0 $2,376 $14,255
Mammary Gland 1 0 0 $0 $0 $0 $0
Mammogram 890 96 21 $1,000 $2,989 $142 $81 $70,687
MRI 511 85 i) $1,100 $8,823 $980 $418 $209,749
OB/Gyn 24 1 0 $0 $0 $0 $5,776 $138,624
Orthopedic Procedure 10 1 0 $0 $0 $0 $2,167 $21,665
PET Scan 23 0 0 $0 $0 $0 $2,407 $55,353
Physical Therapy 515 53 15 $2,250 $23,306 $1,554 $1,579 $789,506
Prostate Surgery 1 1 0 $0 $0 $0 $0 $0
Pulmonary Test 18 0 0) $0 $0 $0 $0
Shoulder Surgery 12 2 1 $250 $9,681 $9,681 $5,500 $60,497
Sinus Surgery 77 2 0 $0 $0 $0 $3,389 $260,957
Sleep Study 0 6 0 $0 $0 $0 $365 $0
Specialty Rx 188 39 28 $7,750 $38,716 $1,383 $1,563 $250,138
Spinal Fusion 8 4 0 $0 $0 $0 $0
Thyroid Removal 0 0 0) $0 $0 $0 $0
Tonsils and Adenoids 12 () 0 $0 $0 $0 $4,499 $53,982
ies Revision of Hip and 0 1 0 $0 $0 $0 $0
Tubal Ligation 3 2 0 $0 $0 $0 $0 $0
Ultrasound 955 22 2 $75 $753 $377 $160 $152,500
Upper Gl 118 10 2 $375 $3,549 $1,775 $769 $89,195
Scope, and Bladder 35 0 0 $0 $0 $0 $3,002 $105,053
Uterine Tissue Biopsy 18 0 0 $0 $0 $0 $0
Virtual Care 59 fe) 0 $0 $0 $0 $0
X-Ray 2,394 22 0 $0 $0 $0 $54 $129,983
Total 13,755 655 204 $17,500 $127,261 $4,857,058

Page 5 of 6

SmartShopper

Account: CITY OF NASHUA
Program Date: 07/01/19

May 2022 Performance Report

aaa ENgagement Details (Program to Date)

Activation

Registration Shopping

337

Total HH's Activated

84%

Digital Activation

15%
PAT Activation

Sa Metric Definitions

Metric Name

248
Total HH's that Shopped

335
Total HH's Registered

15%
Digital Shopping

33%
Male Shopper

84%

Digital Registration

25%
PAT Shopping

67%

Female Shopper

16%
PAT Registration

Definition

# Incentives Paid

$ Incentives Paid

Activated Households that Shopped

Activated Shopping Rate

Activation Rate

Book of Business Average Savings(prior year)
Claims Savings

Conversion

Gross Savings

Potential Savings
Registration

Savings Per Case
Shop Conversion Rate

Shopping

How many Incentives had the client/account received

How much had the client/account received from Incentives

How many Activated Households had shop activity for incentivized procedures

Total Activated Households that shopped for incentivized procedures/ Total Activated Households
Total Activated Households/T otal Households

Average savings per Incentives paid across Sapphires book of business for comparison purposes
Calculated as Gross Savings amount - Incentive Amount

Member successfully receiving an incentive after shopping

Dollar amount saved by Households choosing to receive care by incentivized providers rather than

higher priced providers (original provider cost minus the cost of the incentivized provider). Sum Of
Incentive Amounts and Claim Savings.

(Incurred Claims-Incentives Paid) * (BoB Average Savings)

First instance of a Member validating or providing an email and/or phone number

Claim Savings/Incentives Paid

Total Activated Households receiving an Incentive / Total Activated Households that Shopped

Total number of phone inquiries and web searches by Households

Disclaimer: This report may include protected health information ("PHI") and Client represents the report recipient is a permitted recipient under state and federal laws and
regulations, including but not limited to HIPAA. In the event such individual is no longer a permitted recipient, Client shall notify Sapphire Digital immediately.

Page 6 of 6

SmartShopper Services Agreement

This SmartShopper Services Agreement (“Agreement”) is dated January 15, 2022 and is between MDX
Medical Inc. d/b/a Sapphire Digital, a Delaware Corporation, located at 160 Chubb Avenue, Lyndhurst,
Suite 301, New Jersey 07071 (“Sapphire Digital”) and the City of Nashua, located at 229 Main Street
Nashua, New Hampshire 03060 (“Customer”). Sapphire Digital and Customer are each referred to herein
as a “Party” and collectively as the Parties.

The Customer provides an incentive benefit program to public sector employers who are enrolled on the
Customer’s Medical benefit plans. Sapphire Digital is in the business of offering cost savings services
with respect to employer group health plans.

The Customer wishes to engage Sapphire Digital as an independent contractor to provide the SmartShopper
Program and associated services as described in “Attachment A”.

1. Term. This Agreement shall become effective on July 1, 2022 (“Effective Date”) and shall
continue for a period of one (1) year (“Initial Term”). Initial Term means the term beginning July
1, 2022 and extending to saved shopping transactions in the Sapphire Digital system ending on
June 30, 2023. There will be a 6 month wind-down period of claims run out for the calculation and
invoicing of fees generated during the wind-down period, and for the determination of incentives
through September 30, 2023. Subsequent to the Initial Term, the Agreement shall only renew upon
the mutual written agreement of the Parties (each a “Renewal Term”).

2. Definitions. For purposes of this Agreement, the following definitions apply:

a.

“Member” means any Customer employee or dependent of that employee’s family that is
insured through the Customer’s self-funded health benefit program and has access to the
SmartShopper Program.

"SmartShopper Program" or "Program" means a program aimed to reduce medical plan
claim costs by providing incentives to covered employees and their dependents that utilize
Cost-Effective Providers.

Cost-Effective Provider” means a provider that has been identified through the
SmartShopper Program who a Member may utilize and thereby qualify for an Incentive
Reward Payment.

“Incentive Fund” means an account held by Sapphire Digital and funded by the Customer
for the use by Sapphire Digital in providing Incentive Reward Payments to Members when
care is received at a Cost-Effective Provider.

“Incentive Reward Payment” means a payment sent to the Member by Sapphire Digital
written out of the Incentive Fund. Checks for Members under the age of 18 will be made
payable to and mailed to the subscriber.

3. Customer Expectations.

a.

Customer and Sapphire Digital shall mutually agree in writing to a Member engagement

plan (“Engagement Plan’) which shall be based in part on the claim’s history of the Customer.
Sapphire Digital shall notify the Customer of any changes affecting the Customer' obligations
under the Engagement Plan mutually agreed to pursuant to this Agreement at least thirty (30)

days prior to implementing such changes and shall require mutual consent between Sapphire
Digital and the Customer. Pursuant to the Engagement Plan, Sapphire Digital may send to
Members SmartShopper Program awareness communications, transactional communications
or communications related to the Member’s individual SmartShopper Program transaction or
experience via telephone, email, text and mailings. All printing, materials and associated
postage will be paid by Sapphire Digital as agreed to in the Engagement Plan. To the extent
necessary for Sapphire Digital to send such communications and upon request from Sapphire
Digital, Customer will provide contact information if available for such Members. Customer
agrees that for any contact information that Customer provides for use in connection with this
Agreement, Customer is responsible for obtaining from the Member consent necessary for the
use of that information. Customer acknowledges and agrees that Sapphire Digital shall not
become or be considered a plan fiduciary as a result of such communications or any other
actions taken under the SmartShopper Program.

b. On or before the Effective Date, Customer agrees to:

i. Deliver a leadership announcement in a form and format to be mutually agreed
upon by the Parties to all Members announcing the SmartShopper program and
encouraging Members to utilize the SmartShopper Program whenever they are
to procure a healthcare service covered under the SmartShopper Program.

ii. Deliver where applicable, communications to covered Members regarding the
SmartShopper Program.

c. Inthe event the Customer fails to comply with the Engagement Plan mutually agreed to or
otherwise comply with the obligations set forth in this Section 3, Sapphire Digital shall provide
written notice of such breach to Customer. In the event Customer fails to remediate such breach
within thirty (30) days of receipt of written notice, Sapphire Digital shall be permitted to stop
investing hard costs into the Engagement Plan (including but not limited to mailers). If such
breach is not remediated within sixty (60) days of written notice, the Agreement may be
terminated by either Party.

4. Incentive Reward Payments.

a. Sapphire Digital shall provide Incentive Reward Payments to Members that fully comply
with the terms of the SmartShopper Program and utilize a Cost-Effective Provider for a medical
procedure described in “Attachment B”. Sapphire Digital shall make the authorized Incentive
Reward Payments from the Incentive Fund. Funds held in the Incentive Fund account shall
be used by Sapphire Digital for the sole purpose of making Incentive Reward Payments.
Sapphire Digital shall return any unused funds upon termination or expiration of this
Agreement, after all outstanding Incentive Reward Payments have been made, but no later than
ninety (90) days after the termination or expiration date. Following the termination of this
Agreement for any reason, Sapphire Digital shall continue to provide runout Services during
the wind-down period (as provided in Section 1 above) of six (6) months following the
termination effective date. Such Services shall include, without limitation, processing the
payment of any and all Incentive Reward Payments with respect to eligible claims incurred by
Enrollees prior to the date of such termination. Enrollees are required to shop for the service
prior to the effective date of the termination of the Agreement and Sapphire Digital must
receive and process the confirmatory claims data for the service of a Cost- Effective Provider
prior to such termination date. Incentive Fund accounts do not bear interest. Furthermore,
Customer shall have the right to request, upon thirty (30) days advanced written notice, an
updated accounting of the funds in the Incentive Fund account.

b. Customer acknowledges and agrees that: (a) it has had the opportunity to review tax, wage
withholding and reporting laws and regulations applicable to the Incentive Reward Payments
under the SmartShopper Program; and (b) assumes full legal responsibility for compliance
with such laws and regulations regardless of whether Sapphire Digital is the payer of the
Incentive Reward Payments and shall be solely responsible for determining the form and
method of any income tax reporting and withholding applicable to Incentive Reward
Payments. Based on Customer’s decision to report the income for Members related to the
Incentive Reward Payments under an IRS Form 1099-MISC, Sapphire Digital shall perform
such tax reporting to the Members for those Members that earn more than the 1099-MISC
applicable threshold in any given calendar year under the tax identification number of
Sapphire Digital. Sapphire Digital shall be responsible for performing the 1099-MISC
reporting in an accurate and timely manner. Notwithstanding the foregoing services being
performed by Sapphire Digital, Sapphire Digital shall not be responsible for Customer’s
decision to report the income for Members related to Incentive Reward Payments under IRS
Form 1099-MISC. Customer shall indemnify and hold Anthem and Sapphire Digital
harmless with respect to any tax issues or claims related to the Program.

5. Fees; Incentive Fund.

a. Fees.

i. The administrative fee payable to Sapphire Digital for the Initial Term to administer the
SmartShopper program shall be based on a hybrid arrangement with a fixed cost of $0.20
Per Member Per Month (PMPM) paid by Anthem to Sapphire Digital for the three years
of this agreement, and a fee payable to Sapphire Digital by Customer equal to Thirty
Percent (30%) of the Claims Savings portion for the Smart Shopper Program. The thirty
percent (30%) percent of Claim Savings portion of the compensation_shall be Sapphire
Digital’s sole compensation payable by Customer under this Agreement with the
Customer.

ii. The fees for any Renewal Term shall be mutually agreed upon by the Parties. All
invoices shall be paid within thirty (30) days of receipt by the Customer.

For purposes herein, Gross Savings shall be calculated in accordance with the standard
methodology for calculating savings under the Anthem Vendor Contract dated January 1,
2014 as amended between Sapphire Digital and Anthem, Inc.

Claims Savings means Gross Savings less the Incentive Reward Payments paid under the
Program. Should a Member use the SmartShopper Program and intend to use a provider
prior to shopping that happens to be a Cost Effective Provider and receives an incentive
eligible procedure at such provider (i.e. Gross Savings between Point A - Point B = $0),
the SmartShopper Member would still earn an Incentive Reward Payment and the Claims
Savings calculation would result in a savings amount of $0.00.

b. Incentive Fund.
i. Sapphire Digital shall invoice Customer an amount equal to $10,000 (“Initial
Incentive Fund Amount”) for the purpose of establishing the working Incentive Fund
to be used for providing Incentive Reward Payments to Members. The Initial Incentive
Fund Amount shall be due to Sapphire Digital within ten (10) days after the Effective
Date of the Agreement.
li. Incentive Reward Payments shall be invoiced monthly to Customer by Sapphire
Digital and shall be paid by Customer within thirty (30) days of receipt of an invoice.
iii. The sufficiency of the amount of the Incentive Fund shail be reviewed periodically by

the Parties. The Parties mutually agree to increase the Incentive Fund upon determination
that the initial up-front funding amount is insufficient based on the volume of Incentive
Reward Payments made. Sapphire Digital shall have the right in its sole and reasonable
discretion to cease the processing of Incentive Reward Payments until sufficient funds are
deposited into the Incentive Fund. The Incentive Fund shall not bear interest.

6. Confidentiality. Any information provided to Customer that specifically references a Member’s name
or other individually identifiable information by Claims Administrator or Sapphire Digital regarding
Member’s use of the Program will be limited to information needed for tax reporting or financial accounting
purposes only. Except as set forth herein, no reporting regarding Program utilization and/or performance
provided to Customer by Sapphire Digital shall identify any individual Member. The Parties acknowledge
and agree that Customer is a Covered Entity (as defined under HIPAA) and Sapphire Digital is a Business
Associate (as defined under HIPAA) of Customer in connection with the provision of services under this
Agreement. The Parties agree that they will each perform their obligations under this Agreement and with
respect to the Program in compliance with all applicable requirements of HIPAA. Sapphire Digital’s duties
and responsibilities in connection with requirements imposed by HIPAA are set forth in the Business
Associate Agreement attached hereto as Attachment C.

7. Authority to Authorize Incentive Reward Payment. Sapphire Digital has the sole authority to
determine if the Member has complied with the terms of the SmartShopper Program requirements and is
eligible to receive Incentive Reward Payment(s), and to authorize or deny such payment based on Sapphire
Digital’s compliance and eligibility determination.

8. Cancellation. Each Party will have the right to terminate this Agreement if a Party breaches any material
term or condition of this Agreement and such breaching Party fails to cure such breach within thirty (30)
days after receipt of written notice of the same. Sapphire Digital reserves the right to cancel the
administration of the SmartShopper Program if any invoices are not paid within thirty (30) days of receipt,
for two (2) consecutive months. Subsequent to the termination of the expiration of this Agreement, in
addition to any administrative fees owed, Customer shall be responsible for reimbursing Sapphire Digital
all Incentive Reward Payments earned by Members prior to the termination or expiration of the Agreement.

9. Intellectual Property. As between Customer and Sapphire Digital, Sapphire Digital retains all rights,
title and interest in and to all intellectual property rights and any and all technology developed or used to
provide the SmartShopper Program to Customer (collectively, the “Sapphire Digital IP’), and Customer
acquires no rights with respect to the Sapphire Digital IP, by implication or otherwise, except for those
expressly granted in this Agreement. Sapphire Digital shall own all data generated from the Smartshopper
Program, including any user registrations.

10. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (OR TO
ANY OTHER PERSON CLAIMING RIGHTS DERIVED THEREFROM) FOR CONSEQUENTIAL,
INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING
WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR
OTHER SAVINGS, LOSS OF GOODWILL OR REPUTATION) OR LOSS OF DATA WITH RESPECT
TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE
AND STRICT LIABILITY) ARISING FROM OR RELATING TO THE SMARTSHOPPER PROGRAM,
OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF
WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW
OF THE POSSIBILITY THEREOF. Customer acknowledges that the limitation of liability set forth in this
Section 10 shall not apply to Sapphire Digital’s claims for unpaid fees and that Sapphire Digital has set its
prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of
warranties and damages set forth herein, and that the same form an essential basis of the bargain between

the parties. The Parties agree that the limitations and exclusions of liability and disclaimers specified in
this Agreement will survive and apply even if found to have failed of their essential purpose.

11. Assignment. The Parties may not assign their rights or delegate their duties under this Agreement either
in whole or in part without the prior written consent of the other Party. Any attempted assignment or
delegation without such consent will be void. This Agreement will bind and inure to the benefit of each
Party’s successors and permitted assigns. Notwithstanding the foregoing, (i) either Party shall be permitted,
without any obligation to obtain the consent of the other Party to assign, delegate or otherwise transfer this
Agreement or any of its rights or duties hereunder to an affiliate of Sapphire such Party and (ii) the merger,
consolidation, sale of equity interests or acquisition of all or substantially all of the assets of a Party or of
its line of business to which this Agreement relates shall be deemed not to be an assignment of the rights,
or delegation of the duties, of such Party hereunder and such Party shall have no obligation to obtain the
consent of the other Party in connection with any of the foregoing.

12. Force Majeure. Neither Party will be liable for or be considered to be in breach of or default under
this Agreement, other than monetary obligations, as a result of any cause or condition beyond such Party’s
reasonable control.

13. Waiver. No oral modifications shall be effective, and no delay or failure on the part of either Party to
insist on compliance with any provision hereof shall constitute a waiver of such Party’s right to enforce
such provision.

14. Notice. All notices and other communications hereunder will be in writing or by written
telecommunication, and will be deemed to have been duly given if delivered personally or if mailed by
certified mail, return receipt requested or by written telecommunication to the address of the Party set forth
above, or to such address as the recipient of such notice or communication will have specified to the other
Party hereto in accordance with this section.

15. Governing Law. This Agreement is made under and will be governed by and construed in accordance
with the laws of the State of New Hampshire (except that body of law controlling conflicts of law). The
Parties irrevocably consent to jurisdiction and venue in the Federal and state courts of New Hampshire.

16. Promotion. Customer agrees to provide a high-resolution logo image file to Sapphire Digital for use
within the Engagement Plan and understands that Sapphire Digital may distribute press releases indicating
that Customer is a client of Sapphire Digital.

17. Scope of Agreement; Entire Agreement. This Agreement, including all documents incorporated
herein by reference, constitutes the complete and exclusive agreement between the parties with respect to
the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions,
negotiations, understandings and agreements, written and oral, regarding such subject matter. The section
headings used in this Agreement are intended for reference purposes only and shall not affect the
interpretation of this Agreement. The illegality, invalidity, or unenforceability of any provision of this
Agreement shall not in any manner affect or render illegal, invalid or unenforceable any other provision of
this Agreement, and that provision, and this Agreement generally, shall be reformed, construed and
enforced so as to most nearly give lawful effect to the intent of the parties as expressed in this Agreement.
If an ambiguity or question arises with respect to any provision of this Agreement, this Agreement will be
construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or
disfavoring either Party by virtue of authorship of any of the provisions of this Agreement This Agreement
may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument. Signatures exchanged via facsimile, pdf/email or
other electronic method shall be binding. A photocopy of a fully- or partially-executed original of this

Agreement, including for example a facsimile or graphical-image copy, will be admissible in evidence for
all purposes in any proceeding as between the Parties to the same extent (if any) as the original.

18. Insurance. Sapphire Digital shall comply with the insurance provisions attached hereto as Exhibit D.

[SIGNATURE PAGE FOLLOWS]

MDX Medical Inc.

Signature: Cae Ww frets

Name: Eric W. Gross

Title: Executive VP & General Counsel

Date: 1/27/22

Customer

Signature:

Name:

Title:

Date: