2.2.18

Connecting Culture & CareViverae® is a workplace wellness technology company based in Dallas, Texas. Rooted in care and focused on reducing health risks, our innovative application empowers employers to create cultures of health and well-being.

Think of us as health management consultants, not just a wellness vendor. We take a consultative approach as the wellness and engagement experts to guide you through configuring a unique program that fits your needs.

The terms of this Client Proposal are confidential in nature and have been provided to the prospective Client contact listed above. The terms of the Proposal are not to be copied, shared with or otherwise disclosed, either orally or in writing, to any third party, without the prior written consent of Viverae. Expires in 60 days from date above.

Sample Proposal for Mercer 15,000 Life Group

We provide solutions. Implementing wellness programs can be challenging. Our all-in-one, personalized member experience empowers, inspires, and supports.

*Viverae 2015 Book of Business Report. **Viverae coaching data, July 2015. †MetLife.

How it all comes together.

We specialize in partnering with companies like yours who want to improve health outcomes. 91% client satisfaction score.

We don’t create or build your culture—you have culture long before we arrive. We support and influence culture and care.When Healthy Lifestyle Coaching and Condition Management are combined, participant engagement increases 69%.**

• Targeted

• Digital Engagement

• Challenges• Gamification• Financial Wellness

• Incentives• On-demand Reporting• Coaching

We value partnership

We’ve got fun—but we offer more than that! Our comprehensive approach to wellness is rooted in care and focused on reducing health risks.Clients experience a 5-year risk factor reduction of 47.5%.*

As company objectives change, so do your wellness goals. Our wellness program grows with you. 82% of employees want employers to provide financial education (we offer it!).†

We offer more

We support culture and care

Weevolve

whyViverae?

Communications

whyViverae?

Our years of experience have taught us a few things—like how successful wellness programs should be designed. We know success

matures over time, and our program strategy sees significant outcomes-based results in year three.

how it allcomes together

coreproduct

Our engaging, personalized experience lets members easily manage their well-being, whether at home or work.

Connect product utilizes innovative, mobile-first, engagement-driven technology that strikes the perfect balance of culture and care: Member Health Assessments (MHA), Biometric Screenings, member communications, gamification, incentive and reward tracking, on-demand reporting, Preventive Care, and unparalleled member support with unlimited inbound coaching.

Our clinical core differentiates us from the workplace wellness market. The Viverae Health Center is a health and wellness resource for our

members, staffed with highly trained customer care representatives, health professionals, and

clinicians, including health and exercise specialists and registered nurses and dietitians.

foundation ofcare

Our new on-demand reporting solution allows wellness administrators and consultants to discover meaningful insights about their wellness program. With Viverae Analytics, clients can easily and accurately determine the success of their program with powerful features accessed through the Viverae employer portal. Specific features and functions of a program can be isolated, and clients can dig deeper to understand which participant and non-participant populations are at risk, and how these groups affect the bottom line.

Claims ReportingOur Claims Integration Report provides a cohesive approach of measurement to help gauge whether your wellness program is positively influencing healthy behaviors and improving claims outcomes. This resource enables you to build an effective program design strategy that targets specific populations to ultimately manage costs and achieve better health outcomes.

Viveraeanalytics

Finances are one of the primary stressors that can lead to employee absenteeism and an unproductive, distracted workforce. We’ve partnered with a leading provider of

financial wellness services to provide integration capabilities including financial health assessments, interactive education

courses, tracking tools for goal attainment, and more.

financialwellness

Our coaching programs allow companies to offer more targeted solutions, to a more targeted audience, that best fits the company’s objectives and budget.

coachingsynergy

Focused Care Condition Mgmt.

Core Support Healthy LifestyleCovers 100% of eligible population. Includes unlimited digital support for lifestyle-related topics.

Post Screening ConsultHigh RiskMetabolic SyndromeOutcomes

Covers lifestyle topics across 100% of clients total population. Includes unlimited telephonic and digital coaching. Clients can incentivize.

Covers any member identified with at least one of the 22 identifying conditions.

+ $0.25 for spouse. Minimum Bill for Core Platform is $1,500/mo.

Connect Platform

Financial health assessments, interactive education courses, tracking tools for goal attainment, and more.

Financial Wellness Minimum Bill: $475$0.95/pepm $0.85/pepm$0.75/pepm $0.45/pm

< 1,000 lives:1,000-5,000:> 5,000 lives:Spouse/NBE:

$1,100/month+ $5,000 Set-up Fee

Claims Integration ReportProvides a total view of population health issues and associated costs utilizing claims data. Includes 1 medical and 1 Rx. Clients with DM:

+ $5,000 one-time report fee.

optional integratedservices

Personalized, risk-based digital and telephonic member outreach.

COACHING

Healthy Lifestyle

Focused Care:High RiskMetabolic SyndromeOutcomes

Focused Care: Post Screening

Condition ManagementSet-up fee (one time)≤ 1000 lives: $3,750 > 1000 lives: $5,000

$1.85/pepm (+ $0.25 for NBE)

$1.85/pepm (+ $0.25 for NBE)

$19.95/participant screened

$2.40/pepm (+ $0.25 for NBE)

Swab On-site$26/personVenipuncture On-site$18/person

Tobacco Testing

$49.95/participant(T&E Excluded)

Biometric ScreeningViverae members can easily complete their Biometric Screening at an on-site screening or at their local Quest Diagnostics®

On-site Screeningminimum participation: 20-venipuncture;30-fingerprick

Patient Service Center (PSC)

At-home Kit

Physician Forms (add-on)

Physician Forms (stand-alone)

Screening Data Import $500 one-time set-up per vendor

$15.95 per form:Telephonic or paper Member Health Assessment, or Preventive Care Validation with Claims Form.

Forms & Dedicated Lines

optional integratedservices

$49.95/participant

$49.95/participant

$10.00/form received

$12.95/form received + $1,000 annual admin fee

Service Level Commitment

Viverae will put a maximum 10% of annual Wellness PEPM fees at risk if Viverae does not meet the service level commitment(s) elected by Client. Client may allocate fees at risk in up to three (3) categories.

SERVICE LEVEL CATEGORY OPTIONS SERVICE LEVEL COMMITMENT

Connect Member Portal Availability In an annual period, Eligible Members will be able to log in to the Connect Member Portal 98% of the time (excluding scheduled downtime for maintenance or Force Majeure events).

Average Time to Answer The average time to answer a voice call in the Member Support Center will be less than 240 seconds during the annual serviceperiod.

Biometric Screenings

Biometric data collected at On-site Screening Events will be uploaded into the Connect Member Portal within ten (10) business days of the On-site Screening Event (or within ten business days of the last Screening Event if multiple Events are scheduled in a week). Fees at risk shall be triggered if there are three (3) or more delays in uploading data in a given Program Year.

LifestyleOutreach

Viverae will provide Outreach to participants who have correct and complete contact information in the Connect Member Portal throughout the course of the Program Year. Outreach frequency shall be based on risk level of Full Participants with a valid Health Score who were assigned a Health Score in the first quarter of the year.

DiseaseManagement

For Members identified in the first 6 months of the Program Years and upon initial identification, Viverae will make up to three (3) attempts to enroll all members who are identified via claims data as eligible for Disease Management, and who have correct and complete contact information in the Connect MemberPortal.

Risk Factor Reduction The average number of risk factors of Eligible Members who qualify for the incentive during a given Program Year will be reduced over the previous year.

II. General Terms

A. The SLA is available to Clients who meet all of the following criteria for the term of the Agreement:A. Minimum 100 employee eligible membersB. Health Management Program years of 12 months eachC. Purchase a standard program design and follow Viverae best practicesD. Are current on all payments due to ViveraeE. Are not in breach of the Agreement

B. No provision or operation of any provision of this SLA shall be interpreted or construed to waive, rescind, discharge or terminate the MSA or give rise to any waiver, rescission, discharge or termination of the MSA. Fees at risk are the sole remedy under this SLA.

C. Client must elect the categories and percentages prior to the start of the Program Year, otherwise it will default to the previously selected (or zero in cases where no categories were selected).

service level

commitment

implementation

timeline

program design strategy

example

All stated performance guarantees will apply to relevant program design as indicated in the descriptions below. If a purchased service does not encompass a relevant component, Mercer will not expect organizations to include the associated PG in client agreements.

Year 1 Performance GuaranteesYear 1 fees at risk totaling 15% for the following, at a minimum:

ImplementationFully go live on the mutually agreed upon launch date, not less than 90 days following client decision.2% fees at risk. (Note: If there is an implementation fee, the vendor can choose to place a percentage of the implementation fee at risk as an alternative. The percentage at risk must be equal to or exceed 2% of core fee.)

Satisfaction – Employer/client satisfaction with account management 90% satisfied or highly satisfied. (On a 5-point scale, 4 is satisfied. Survey questions will be provided by Mercer and administered via a Mercer client survey.) 3% fees at risk.

Satisfaction – Employer/client satisfaction with program operations 90% satisfied or highly satisfied. (On a 5-point scale, 4 is satisfied. Survey questions will be provided by Mercer and be administered via a Mercer client survey.)3% fees at risk.

Participant satisfaction90% moderately satisfied or better. Minimum number of participants to meet satisfaction survey is 25. (On a 5-point scale, 3 is moderately satisfied. Survey questions may be provided by Mercer but may be administered via vendor standard process.) 2% fees at risk.

Technology99.5% website availability other than scheduled and communicated down time. All scheduled down time must be communicated to client a minimum 72 hours in advance of down time and to participants a minimum of 48 hours in advance of down time. 1% fees at risk.

The following PGs will be in place for clients who offer incentives that value a total of at least $100 annually, or 10% of available premium differential amount (cash or equivalent, premium reduction, health account contribution, etc.) and include “engagement” as defined in the PG below as a component to earn part or all of the incentive.

Mercer VSP performance

guarantee

Participation30% or more of members will register to participate. Members will complete at least one activity via the vendor-supported program on the portal, via phone, or in person. Participation to be evaluated based on number of participants eligible in the year being assessed, but reviewed quarterly. (Vendors will be asked to clearly define participation activities and include them in their contract and standard proposal.) 1% fees at risk.

Engagement A minimum of 40% of participants (as calculated in the Participation PG) will complete a minimum of three activities via the vendor-supported program on the portal, via phone, or in person. Engagement is to be evaluated based on participants enrolled in the year being assessed, but reviewed quarterly. (Vendors will be asked to clearly define engagement activities and include them in their contract and standard proposal.) 3% fees at risk

• 40% or above participation: 0% of the 3% fees at risk• 35%-39.9% fees at risk: 50% of the 3% fees at risk• 30% to 34.9%: 75% of the 3% of fees at risk• 30% or below: full 3% of fees at risk

Years 2 and 3 Performance GuaranteesYear 2 and 3 fees at risk totaling 15% for the following, at a minimum:

Satisfaction – Employer/client satisfaction with account management90% satisfied or highly satisfied. (On a 5-point scale, 4 is satisfied. Survey questions will be provided by Mercer and administered via a Mercer client survey.) 3% fees at risk.

Satisfaction – Employer/client satisfaction with program operations90% satisfied or highly satisfied. (On a 5-point scale, 4 is satisfied. Survey questions will be provided by Mercer and administered via a Mercer client survey.) 3% fees at risk.

Satisfaction – Participant satisfaction90% moderately satisfied or better. (On a 5-point scale, 3 is moderately satisfied. Survey questions will be provided by Mercer but may be administered via vendor standard process.) 2% fees at risk.

Mercer VSP performance

guarantee continued 1

Technology99.5% website availability other than scheduled and communicated down time. All scheduled down time must be communicated to client a minimum 72 hours in advance of down time and to participants a minimum of 48 hours in advance of down time. 1% fees at risk.

The following PGs will be in place for clients who offer incentives that value a total of at least $100 annually, or 10% of available premium differential amount (cash or equivalent, premium reduction, health account contribution, etc.) and include “engagement” as defined in the PG below as a component to earn part or all of the incentive.

Participation30% or more of members will register to participate. Members will complete at least one activity via the vendor-supported program on the portal, via phone, or in person. Participation to be evaluated based on number of participants eligible in the year being assessed, but reviewed quarterly. (Vendors will be asked to clearly define participation activities and include them in their contract and standard proposal. 1% fees at risk.

Engagement A minimum of 40% of participants (as calculated in the Participation PG) will complete a minimum of three activities via the vendor-supported program on the portal, via phone, or in person. Engagement is to be evaluated based on participants enrolled in the year being assessed, but reviewed quarterly. (Vendors will be asked to clearly define engagement activities and include them in their contract and standard proposal.) 3% fees at risk.

• 40% or above participation: 0% of the 3% fees at risk• 35%-39.9% fees at risk: 50% of the 3% fees at risk• 30% to 34.9%: 75% of the 3% of fees at risk• 30% or below: full 3% of fees at risk

Health Improvement: There will be at least an average of 2% net reduction year over year in the total number of people with greater than 2 risks. Alternatively, vendors may propose a definition for health improvement for Mercer’s approval. 2% fees at risk.

General TermsI. The PG is available to Clients who meet all of the following criteria for the term of the Agreement:

a. Client of Mercerb. Health Management Program years of 12 months eachc. Are current on all payments due to Viveraed. Are not in breach of the Agreement

I. No provision or operation of any provision of this PG shall be interpreted or construed to waive, rescind, discharge or terminate the MSA or give rise to any waiver, rescission, discharge or termination of the MSA. Fees at risk are the sole remedy under this PG.

Mercer VSP performance

guarantee continued 2

Slide Number 1Slide Number 2Slide Number 3Slide Number 4Slide Number 5Slide Number 6Slide Number 7Slide Number 8Slide Number 9Slide Number 10Slide Number 11Slide Number 12Slide Number 13Slide Number 14Slide Number 15Slide Number 16