Common use of LIST OF EXHIBITS Clause in Contracts

LIST OF EXHIBITS. Exhibit A Definitions Exhibit B Current Membership and Ownership of Quartz Parent Entities Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit A Definitions 1 Abbreviations and Defined Terms Exhibit B Current Membership 2 Developer’s Proposal Commitments and Ownership Clarifications Exhibit 2-1 Developer’s Schematic Design Including Alternative Technical Concepts Exhibit 2-2 Preliminary Project Baseline Schedule Exhibit 2-3 Proposal Commitments Exhibit 2-4 Pricing Tables Exhibit 2-4.1 Contract Price Breakdown Exhibit 2-5 Equal Employment Opportunity Certification Exhibit 2-6 DBE Assurance & Contract Goal Declaration Exhibit 2-7 Buy America Certification Exhibit 2-8 Certification Regarding Use of Quartz Parent Entities Contract Funds for Lobbying Exhibit C Phase 2-9 Certification Regarding Ineligible Contractors Exhibit 3 Reference Information Documents Exhibit 4 Federal Requirements Exhibit 5 Subcontractor Request Form Samples Exhibit 5-1 Professional Services Subcontractor Request Form Exhibit 5-2 Construction Subcontractor Request Form Exhibit 6 Developer’s Anticipated Membership Draw/Cash Flow Exhibit 7 ADOT’s DBE Special Provisions Exhibit 8 ADOT’s OJT Special Provisions Exhibit 9 Key Personnel Exhibit 10 Form of Guaranty Exhibit 11 Insurance Coverage Requirements Exhibit 12 Contract Modification Request Form Exhibit 13 Extra Work Costs and Ownership Delay Costs Specifications Exhibit 14 Noncompliance Event Table Exhibit 15 Initial Designation of Quartz Parent Entities Authorized Representatives Exhibit D Phase 16 NOT USED Exhibit 17 Issue Resolution Ladder Forms 1 DESIGN-BUILD AGREEMENT 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase I-10, I-17 (SPLIT) to SR 202L (SANTAN) 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members This Design-Build Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”) dated is entered into and effective as of May 14 January 5, 20202021, is by and among Xxxxxxxxx Lutheran Health System, Inc.between the Arizona Department of Transportation, a Wisconsin nonstock corporation public 5 agency of the State of Arizona (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHCADOT”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health PlanXxxxxx Construction, Inc.), an Arizona 6 Corporation, FNF Construction, Inc., an Arizona Corporation, and Flatiron Constructors, 7 Inc., a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes Delaware Corporation, a Joint Venture (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent EntityXxxxxx-FNF-Flatiron Joint Venture”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit A Definitions Exhibit B Current Membership and Ownership of Quartz Parent Entities Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities PPIC Officers Exhibit E Phase 3 Anticipated Membership Amended and Ownership of Restated Management Agreement between Quartz Parent Entities and Unity Exhibit F Intentionally Omitted Amended and Restated Management Agreement between Quartz and GHP Exhibit G Second Management Agreement between Quartz and PPIC Exhibit H Employee Lease Agreement between PPIC and Quartz Exhibit I Articles of Incorporation of HoldCo Exhibit L Amended and Restated Members Agreement between the Parties and GHP Exhibit M Amended and Restated Bylaws of QHPC GHP Exhibit H Second N Interested Parties Agreement of Quartz Exhibit O Amended and Restated Members Bylaws of Quartz Exhibit P Interested Parties Agreement of QHPC Unity Exhibit I Substantive Terms Q Amended and Restated Bylaws of the Phase 2 Related Agreements Unity Exhibit J Substantive Terms R Interested Parties Agreement of the Phase 3 Related Agreements PPIC Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities S Amended and the Legacy Owners Restated Bylaws of PPIC between PPIC Schedule 2.2(b) Consents and Approvals 2.1 Due Organization Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts 2.2 Consents and Approvals Schedule 3.2 Consents and Approvals Schedule 2.6(a2.3(b) Financial Statements Conflicts Schedule 3.3(b) Conflicts Schedule 2.6(b2.4 Capitalization Schedule 3.4 Capitalization Schedule 2.6 Title to Assets Schedule 3.5 Subsidiaries Schedule 2.7(a) Financial Statements; Material Liabilities Statements Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events 2.7(b) Undisclosed Liabilities Schedule 3.7(a) Financial Statements Schedule 2.8 2.9 Litigation Schedule 3.7(b) Financial Statements; Material Undisclosed Liabilities Schedule 2.9 2.10(a) Material Contracts; Consents Contracts Schedule 3.9 Litigation Schedule 2.10(b) Material Contract Consents Schedule 3.10(a) Material Contracts Schedule 2.11 Indebtedness Schedule 3.10(b) Material Contracts; Contract Consents Schedule 3.12(q2.12(a) Audit or Investigation Real Property Schedule 3.13 3.11 Indebtedness Schedule 2.14(f) Compliance with Law; Regulatory Filings Schedule 3.12(a), (b) Real Property Schedule 3.14(s) Compliance with Law; Permits Schedule 2.14(s) Compliance with Law; Permits Schedule 3.15 Affiliate Agreements Schedule 2.15(a) Affiliate Agreements Schedule 3.16 Brokers Schedule 2.16 Brokers Schedule 3.17(a) Tax Matters Schedule 4.1 Due Organization 2.17(a) Tax Matters Schedule 4.2 Consents 3.18(a), (b) Labor Matters Schedule 2.18(a), (b) Labor Matters Schedule 3.20(a) Employee Benefit Plans Schedule 2.20(a) Employee Benefit Plans Schedule 3.20(d) Employee Benefit Plans Schedule 2.20(d) Employee Benefit Plans Schedule 3.21 Customers and Approvals Suppliers Schedule 4.3(b) Conflicts 2.21 Customers and Suppliers Schedule 4.6 Title to Assets 5.4 Brokers Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals 4.4 Brokers This EXCHANGE AGREEMENT (the this “Agreement”) ), dated as of May 1April 6, 20202017, is by and among between Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock non-profit corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock non-profit member corporation f/k/a University Health Resources, Inc. (“UHC” and together with GHS, the “Platform Owners”), ) and Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit non-profit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy OwnersGHS, AHC UHC and the Quartz Parent Entities UPH are sometimes referred to herein individually as a “Party” and together as the “Parties”. .” Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit A Definitions 1 Implementation of Certain CMC Provisions Exhibit B Current Membership 2 DB Contractor’s Proposal Commitments Exhibit 3 List of Reference Information Documents Exhibit 4 Maintenance Price Appendix 1 Maintenance Price – General Maintenance Payment Schedule Appendix 2 Maintenance Price – Pavement Renewal Work Payment Schedule Exhibit 5 Form of Draw Request and Ownership Certificate Exhibit 6 Forms of Quartz Parent Entities Bonds Appendix 1 Form of Maintenance Performance Bond Appendix 2 Form of Maintenance Payment Bond Exhibit C Phase 1 Anticipated Membership and Ownership 7 Form of Quartz Parent Entities Guaranty Exhibit D Phase 2 Anticipated Membership and Ownership 8 Form of Quartz Parent Entities Request for Change Order Exhibit E Phase 3 Anticipated Membership and Ownership 9 Lane Rental Charges [Omit for Projects that do not utilize Lane Rental Charges] Exhibit 10 Noncompliance Points Provisions [Omit for Projects that do not utilize Noncompliance provisions] Exhibit 11 Key Subcontractors Exhibit 12 Key Personnel Exhibit 13 Initial Designation of Quartz Parent Entities Authorized Representatives Exhibit F Intentionally Omitted 14 Disputes Resolution Requirements Exhibit G Second Amended and Restated Bylaws 15 Maintained Elements Exhibit 16 Maintenance Limits Exhibit 17 DB Contractor Obligations related to Project-Specific Third-Party Agreements CAPITAL MAINTENANCE AGREEMENT [NAME OF PROJECT] This Capital Maintenance Agreement (this “CMA”), dated as of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT [●] (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHSEffective Date”), University Health Care, Inc.is entered into by and between: DB Contractor: [●], a Wisconsin nonstock [Insert appropriate bracketed text, and delete all bracketed text that is not applicable] [corporation (“UHC”)organized and existing under the laws of the State of [●]][[insert appropriate state] limited liability company][partnership, Iowa Health System d/b/a UnityPoint Healthconsisting of [insert partner names and any organizational form][joint venture, consisting of [●] and [●]][an Iowa nonprofit corporation (“UPH” and together with UHC and GHSindividual or sole proprietorship owned by [●]], the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 location of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth hereinwhose principal office is: [Address] [Address].

LIST OF EXHIBITS. APPENDICES AND SCHEDULES ------------------------------------------ EXHIBITS -------- Exhibit A Definitions Exhibit B Current Membership Form of Opinion of the Company and Ownership Sellers' Counsel Exhibits B-1 & B-2 Forms of Quartz Parent Entities Non-Competition Agreements Exhibit C Phase 1 Anticipated Membership and Ownership Form of Quartz Parent Entities Escrow Agreement Exhibit D Phase 2 Anticipated Membership and Ownership Form of Quartz Parent Entities Certificate of the Company Exhibit E Phase 3 Anticipated Membership and Ownership Form of Quartz Parent Entities Certificate of Buyer Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws Form of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms Certificate of the Phase 2 Related Agreements Exhibit J Substantive Sellers APPENDICES ---------- Appendix A Definitions & Index of Defined Terms SCHEDULES --------- Schedule 1.4(a) 9-11 Receivable Application Schedule 1.4(b) Example of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities Calculation of CCP Schedule 1.5 Allocation of Purchase Price Schedule 2.2 Subsidiaries Schedule 2.3 Authorizations Schedule 2.4 Absence of Certain Changes Schedule 2.5(a) Permitted Liens Schedule 2.5(b) Condition of Aircraft Schedule 2.5(c) Machinery and the Legacy Owners Equipment Schedule 2.2(b2.6(a) Consents Licenses and Approvals Permits Schedule 3.1 Due Organization Schedule 2.3(b2.6(b) Conflicts Schedule 3.2 2.6(c) Government Consents and Approvals Schedule 2.6(a2.7 Contracts Schedule 2.8(a) List of Employees Schedule 2.8(b) Terminated Employees Schedule 2.8(c) Employee Agreements Schedule 2.9(a) Employee Benefit Plans Schedule 2.10(a) Labor Law Compliance Schedule 2.10(b) Labor Relations Schedule 2.11 Proceedings Schedule 2.12 Taxes Schedule 2.13(a) Real Property Schedule 2.13(b) Real Property Leases Schedule 2.14 Insurance Schedule 2.16 Financial Statements Schedule 3.3(b) Conflicts 2.17 Accounts Receivable Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax 2.18 Environmental Matters Schedule 4.1 Due Organization 2.19 Capitalization Schedule 4.2 Consents and Approvals 2.20 Brokers Schedule 4.3(b5.1 Conduct of Business Pending Closing Schedule 6.1(g) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Certain Customer Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals MEMBERSHIP INTEREST PURCHASE AGREEMENT -------------------------------------- This EXCHANGE AGREEMENT Membership Interest Purchase Agreement (the “Agreement”"AGREEMENT") dated is entered into as of May 1June 6, 2020, is by and 2002 among Xxxxxxxxx Lutheran Health System, Inc.AIR METHODS CORPORATION, a Wisconsin nonstock Delaware corporation (“GHS”the "BUYER"), University Health CareROCKY MOUNTAIN HOLDINGS, Inc.L.L.C., a Wisconsin nonstock Delaware limited liability company (the "COMPANY"), ROCKY MOUNTAIN HOLDINGS, INC., a Delaware corporation, and AMC HELICOPTERS, INC., a Delaware corporation (“UHC”)each, Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” "SELLER" and together with UHC and GHScollectively, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”"SELLERS"). The Legacy OwnersAll defined terms used, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are but not otherwise defined defined, herein shall have the their respective meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.on Appendix A. ----------

LIST OF EXHIBITS. Exhibit A Definitions - Shareholders of the Company Exhibit B Current Membership and Ownership of Quartz Parent Entities - Certain Definitions Used in this Agreement Exhibit C Phase 1 Anticipated Membership - Directors and Ownership Officers of Quartz Parent Entities the Surviving Corporation Exhibit D Phase 2 Anticipated Membership and Ownership - Form of Quartz Parent Entities Noncompetition Agreement Exhibit E Phase 3 Anticipated Membership and Ownership - Form of Quartz Parent Entities Release Exhibit F Intentionally Omitted - Form of Registration Rights Agreement Exhibit G Second Amended and Restated Bylaws - Form of QHPC Share Subscription Agreement Exhibit H Second Amended and Restated Members - Form of Affiliate Agreement of QHPC Exhibit I Substantive Terms - Form of Opinion of Counsel to the Phase 2 Related Agreements Company and the Shareholders Exhibit J Substantive Terms - Form of the Phase 3 Related Agreements Consent and Estoppel Agreement Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities - Form of Opinion of Counsel to Transcend and the Legacy Owners Subsidiary LIST OF SCHEDULES Schedule 2.2(b) Consents and Approvals Schedule 3.1 2.1 - Due Organization and Qualification Schedule 2.3(b) Conflicts 2.2 - Capitalization Schedule 3.2 Consents and Approvals 2.3 - Options or Other Rights Schedule 2.6(a) 2.4 - Charter Schedule 2.7 - Authority; Binding Nature of Agreement Schedule 2.8 - Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material 2.9 - Liabilities Schedule 3.6 2.10 - Absence of Changes Schedule 2.11 - Inventories Schedule 2.12 - Legal Proceedings Schedule 2.13 - Tax Matters Schedule 2.14 - Title to Assets Schedule 2.7 Certain Changes or Events 2.15 - Compliance with Legal Requirements Schedule 3.7(a2.16 - Contracts (iv) Financial Statements Schedule 2.8 Litigation 2.17 - Software Schedule 3.7(b) Financial Statements; Material Liabilities 2.18 - Leases Schedule 2.9 Material Contracts; Consents 2.20 - Fixed Assets Schedule 3.9 Litigation 2.21 - Trade Names and Other Intangibles Schedule 3.10(a) Material Contracts 2.22 - Suppliers and Customers Schedule 3.10(b) Material Contracts; Consents 2.24 - Employee Benefit Plans Schedule 3.12(q) Audit or Investigation 2.25 - Insurance Schedule 3.13 Tax 2.26 - Environmental Matters Schedule 4.1 Due Organization 2.27 - Officers, Directors and Key Employees Schedule 4.2 Consents 2.29 - Franchises and Approvals Licenses Schedule 4.3(b) Conflicts 2.30 - Transactions with Affiliated Parties Schedule 4.6 Title to Assets 2.31 - Bank Accounts and Powers of Attorney Schedule 4.7(a) Financial Statements 2.32 - Warranties and Produce Returns Schedule 4.7(b) Financial Statements3.2 - Charter and Bylaws Schedule 3.3 - Authority; Material Liabilities Binding Nature of Agreement Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.3.4 - Legal Proceedings

LIST OF EXHIBITS. Exhibit A Definitions Exhibit B Current Membership EXHIBIT 1 - Request for Advance EXHIBIT 1(a) - Request for Swing Line Loan EXHIBIT 2 - LIBOR Election Form and Ownership Certification EXHIBIT 3 LIBOR Interest Election Procedure and Requirements EXHIBIT 4 - Non-Default Certificate EXHIBIT 5 - Quarterly Covenant Compliance/Non-Default Certificate EXHIBIT 6 Form of Quartz Parent Entities Exhibit C Phase Joinder Agreement EXHIBIT 7 Pricing Grid EXHIBIT 8 Form of Payment Direction Letter EXHIBIT 9 Form of Assignment and Acceptance Agreement SCHEDULES SCHEDULE 1 Anticipated Membership - EBITDA Adjustments SCHEDULE 2 - Percentage SCHEDULE 5.7 - Defaults SCHEDULE 5.9 - Litigation and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(bProceedings SCHEDULE 5.11 - Business Locations SCHEDULE 5.13 - Pension Plan Matters SCHEDULE 5.15 - Intellectual Property Royalty Arrangements SCHEDULE 5.16(a) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) - Material Contracts Schedule 3.10(bSCHEDULE 5.16(b) - Material Contracts; Consents Schedule 3.12(qContract Litigation SCHEDULE 5.17 - Leasehold Interest SCHEDULE 5.18 - Term Employment Agreements SCHEDULE 5.20 - Empyrean Stockholders SCHEDULE 7.1(b) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents - Employee Incentive Compensation Plans SCHEDULE 7.7 - Indebtedness Secured by Liens SCHEDULE 7.8(b) - Loans, Salary Advances and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE Other Payments BUSINESS LOAN AND SECURITY AGREEMENT (the “Agreement”) ------------------------------------ THIS BUSINESS LOAN AND SECURITY AGREEMENT, dated as of May 1August 12, 20201999, is by and among Xxxxxxxxx Lutheran Health System, Inc.(i) FIRST UNION COMMERCIAL CORPORATION, a Wisconsin nonstock corporation North Carolina corporation, acting in its capacity as a Lender, and having offices at 0000 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx, XxXxxx, Xxxxxxxx 00000; (“GHS”)ii) BANK OF AMERICA, University Health Care, Inc.N.A., a Wisconsin nonstock corporation (“UHC”)national banking association, Iowa Health System d/b/acting in its capacity as a UnityPoint Health, an Iowa nonprofit corporation (“UPH” Co-Lead Arranger and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”)Lender, and Quartz Health Plan Corporation having offices at 0000 Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000; (f/k/iii) each other person or entity who is now or hereafter becomes a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached "Lender" pursuant to this Agreement; (iv) FIRST UNION NATIONAL BANK, which is incorporated a North Carolina corporation, acting in its capacity as Agent for the Lenders, having offices at 0000 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx, XxXxxx, Virginia 22102; (v) EMPYREAN GROUP HOLDINGS, INC., a Delaware corporation ("Empyrean"), BSG SOLUTIONS, INC., a Georgia corporation ("BSGI"), each having offices at 0000 Xxxxx Xxxxxxxxx, Suite 250, Vienna, Virginia 22182; and (vi) each other person or entity hereafter becoming a "Borrower" by executing, among other things, a "Joinder Agreement" pursuant to this Agreement as if fully set forth hereinAgreement.

LIST OF EXHIBITS. Exhibit A Definitions A--List of Excluded Claims, Causes of Action and Other Rights Exhibit B Current Membership B--Assignment and Ownership Assumption of Quartz Parent Entities Contracts Exhibit C Phase 1 Anticipated Membership C--Assignment and Ownership Assumption of Quartz Parent Entities Leases Exhibit D Phase 2 Anticipated Membership and Ownership D--Assignment of Quartz Parent Entities Intellectual Property Exhibit E Phase 3 Anticipated Membership and Ownership E--Form of Quartz Parent Entities Xxxx of Sale Exhibit F Intentionally Omitted F--Form of Earnout Promissory Note Exhibit G Second Amended and Restated Bylaws G--List of QHPC Excluded Assets Exhibit H Second Amended and Restated Members H--Form of Opinion of Seller's Counsel Exhibit I--Form of General Release Exhibit J--Form of Employment Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners LIST OF SCHEDULES Schedule 2.2(b) Consents 1.1--2003 Actual Pro Forma Adjustments Schedule 2.2(b)--Additional Contracts Schedule 2.5--Forecasted August 31st Balance Sheet Schedule 2.7(a)(i)(A)--Employee Bonuses Schedule 2.7(a)(i)(B)--Sales Bonuses Schedule 4.1--Foreign Qualifications Schedule 4.2--Subsidiaries Schedule 4.4--Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 4.5--Absence of Certain Changes or Events Schedule 3.7(a) Financial 4.7--Assets Schedule 4.8--Contracts and Commitments Schedule 4.9--Permits Schedule 4.10--Conflict or Violations Schedule 4.11--Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material 4.12--Undisclosed Liabilities Schedule 2.9 Material Contracts; Consents 4.14--Litigation Schedule 3.9 Litigation 4.15(a)--Employee List Schedule 3.10(a) Material Contracts 4.15(b)--Employment Losses Schedule 3.10(b) Material Contracts; Consents 4.17--Brokers Schedule 3.12(q) Audit or Investigation 4.19(a)--Patents, Trademarks and Copyrights Schedule 3.13 Tax Matters 4.19(b)--License, Sublicense and Royalty Agreements Schedule 4.1 Due Organization 4.20--Seller Employee Plans Schedule 4.2 Consents and Approvals 4.21--Transactions with Certain Persons Schedule 4.3(b) Conflicts 4.23(c)--Tax Deficiencies Schedule 4.6 Title to 4.24--Insurance Schedule 4.26--Other Current Assets Schedule 4.7(a) Financial Statements 4.27--Customers and Suppliers Schedule 4.7(b) Financial Statements; Material Liabilities 4.28--Environmental Schedule 4.9 Litigation 4.29--Xxxxxxxx Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals 4.30--Banking Relationships ASSET PURCHASE AGREEMENT This EXCHANGE ASSET PURCHASE AGREEMENT (the “this "Agreement”) "), dated as of May 1September 3, 20202003, is entered into by and among Xxxxxxxxx Lutheran Health SystemEQUITY MARKETING, Inc.INC., a Wisconsin nonstock Delaware corporation (“GHS”"Acquiror"), University Health CareS.C.I. PROMOTION GROUP, Inc.LLC, a Wisconsin nonstock corporation Delaware limited liability company (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”"Seller"), and Quartz Health Plan Corporation XXXXXX X. XXXXXXX, III, an individual resident of California (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”"Xxxxxxx" or "Member"). The Legacy Owners, AHC Member and the Quartz Parent Entities Seller are sometimes collectively referred to herein individually as a “Party” and together as the “"Seller Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein".

LIST OF EXHIBITS. Exhibit A Definitions A-1 Legal Description of the Crystal Point Land Exhibit B Current Membership and Ownership A-2 Legal Description of Quartz Parent Entities the Manasquan Land Exhibit A-3 Legal Description of the Harborage Land Exhibit A-4 Legal Description of the Harbors View Land Exhibit A-5 Legal Description of the Lake Front Land Exhibit A-6 Legal Description of the Sandusky Land Exhibit A-7 Legal Description of the Beaver Creek Land Exhibit A-8 Legal Description of the Xxxxxxxx Land Exhibit A-9 Legal Description of the Easthill Park Land Exhibit A-10 Legal Description of the Pier 121 Land Exhibit B-1 Form of Lease Agreement Exhibit B-2 Form of Sublease Agreement Exhibit B-3 Form of Sub-Sublease Agreement Exhibit C Phase 1 Anticipated Membership and Ownership Form of Quartz Parent Entities Seller’s Closing Certificate Exhibit D Phase 2 Anticipated Membership and Ownership Forms of Quartz Parent Entities Special Warranty Deeds Exhibit E Phase 3 Anticipated Membership and Ownership Form of Quartz Parent Entities Xxxx of Sale Exhibit F Intentionally Omitted Form of Assignment and Assumption of Intangible Property Exhibit G Second Amended Form of Assignment and Restated Bylaws Assumption of QHPC Contracts Exhibit H Second Amended Form of Assignment and Restated Members Agreement Assumption of QHPC Ground Leases, Submerged Land Leases, and Docks Lease Exhibit I Substantive Terms Form of Assignment and Assumption of Harbors View Permit Exhibit J Form of Intellectual Property License/Sub-License Agreement Exhibit K Form of Purchaser’s Closing Certificate Exhibit L Form of Manasquan Purchase Option Agreement Exhibit M Form of Memorandum of Manasquan Purchase Option Agreement Exhibit N Form of Harborage Purchase Option Agreement Exhibit O Form of Memorandum of Harborage Purchase Option Agreement Schedule 2.3.2 Third Party Assets Schedule 2.3.4 Legal Descriptions of the Phase 2 Related Agreements Exhibit J Substantive Excluded Land Schedule 2.3.5 Excluded Land Schedule 3.4 Purchase Price Allocation Schedule 4.7 Material Lease Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals 4.9 Material Loan Terms Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 5.1.7 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities 5.1.9 Licenses and Permits Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material 5.1.12 Contracts Schedule 3.10(b5.1.28 Owned Intellectual Property Schedule 5.1.30 Personal Property Schedule 11.3 Material Casualty Amounts Schedule 13.16(a) Material Contracts; Consents Manesquan and Harborage Purchase Option Price Schedule 3.12(q13.16(k) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE Purchase Option Tract Restrictive Covenants THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated is made as of May 1November 30, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation 2006 (the “GHSEffective Date”), University Health Careby and between MARINAS-KENTUCKY, Inc.LLC, a Wisconsin nonstock corporation Kentucky limited liability company (referred to herein as the “UHCMarinas Seller”), Iowa Health System d/b/CRYSTAL-MANASQUAN, LLC, a UnityPoint Health, an Iowa nonprofit corporation New Jersey limited liability company (“UPH” and together with UHC and GHS, referred to herein as the “Legacy Owners” and each individually, a “Legacy OwnerCrystal Point Seller”), Aurora Health CareHARBORAGE MARINA, Inc.LLC, a Wisconsin nonstock corporation Delaware limited liability company (referred to herein as the “AHCHarborage Seller”), Quartz Holding CompanyGRAND LAKE MARINA, LTD., a Wisconsin Texas limited partnership (referred to herein as the “Harbors View Seller”), S.M.B.R. OPERATIONS, LLC, a Delaware limited liability company and S.M.B.R. REALTY, LLC, a Delaware limited liability company (referred to herein, collectively, as the “Lake Front/Sandusky Seller”), PIER 121 SERVICE COMPANY, INC., a Texas corporation organized under Chapter 180 of (referred to herein as the Wisconsin Statutes (“QHCEasthill Park Seller”), and Quartz Health Plan Corporation 121 MARINAS, LTD., a Texas limited partnership, F&F HOLDINGS I, LTD., a Texas limited partnership and F&F HOLDINGS II, LTD., a Texas limited partnership (freferred to herein, collectively, as the “Pier 121 Seller”) (the Marinas Seller, the Crystal Point Seller, the Harborage Seller, the Harbors View Seller, the Lake Front/k/a Xxxxxxxxx Health PlanSandusky Seller, Inc.the Easthill Park Seller and the Pier 121 Seller may be referred to herein, individually as “Seller” and, collectively, as “Sellers”), and CNL INCOME PARTNERS, LP, a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes Delaware limited partnership, or its designated affiliate or subsidiary, and its or their successors or assigns (“QHPC” and together with QHC, the “Quartz Parent Entities” and Purchaser”) (each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein).

LIST OF EXHIBITS. The following exhibits are fully incorporated into this Agreement by reference: Exhibit A Definitions - Uniform General Conditions for University of Texas System Building Construction Contracts Exhibit B Current Membership and Ownership of Quartz Parent Entities - Owner’s Specifications Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities - Allowable General Conditions Line Items Exhibit D Phase - Guaranteed Maximum Price Proposal Form Attachment 1 to Exhibit D - Guidelines for the Preparation of the GMP Attachment 2 Anticipated Membership to Exhibit D - Payment and Ownership of Quartz Parent Entities Performance Bonds Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities - Security Bond Exhibit F Intentionally Omitted - Construction Manager’s Personnel and Monthly Salary Rate Exhibit G Second Amended and Restated Bylaws of QHPC - Constructability Implementation Program Exhibit H Second Amended and Restated Members Agreement of QHPC - Policy on Utilization, Historically Underutilized Businesses Exhibit I Substantive Terms of the - HUB Subcontracting Plan for Pre-Construction Phase 2 Related Agreements Services Exhibit J Substantive Terms of the Phase 3 Related Agreements - Additional Services Proposal Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHSK- Amendments when using BIM Process --OPTIONAL- BY SIGNING BELOW, the “Legacy Owners” Parties have executed and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred bound themselves to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth hereinof the day and year first above written. (SEAL) (Construction Manager) ATTEST: By: (original signature) By: (original signature) Date: The University of Texas Medical Branch at Galveston (Owner) By: (original signature) By: (original signature) Name: Title: Name: Title: Date: UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS 1. Special Conditions with Attachments a. Attachment “A” – Prevailing Wage Rate Determination b. Attachment “B” – Project Sign Layout c. Attachment “C: - Weather Days 2. Project Insurance (OCIP) Section 00 73 16 3. Project Administration Requirements Section 01 31 00 4. Project Planning and Scheduling Section 01 32 00 5. Project Safety Requirements Section 01 35 23 6. Project Quality Control Section 01 45 00 7. Temporary Storm Water Pollution Controls Section 01 57 23 8. Project Closeout Procedures Section 01 77 00 9. General Commissioning Requirements Section 01 91 00 10. Cast Bronze Dedicatory Building Plaque Section 10 14 16.11 On-Site Project Management Staff Safety Coordinator/Assistant(s) CPM Scheduler Project Executive Superintendent(s) Office Engineer(s) Project Manager(s) Project Expeditor(s) Project Support Staff Assistant Superintendent(s) Out-of-State Project Specific Travel* Commissioning Coordinator Bonds and Insurance General Liability Insurance (unless ROICP) Payment and Performance Bonds (not trade contractors or subcontractors bonds) Other Project Insurance as Required by Contract (not subcontractor default insurance program costs) Temporary Project Utilities Dumpsters Project Water Project Electricity Temporary Toilets Monthly Hardwire Telephone / Internet Service Temporary Fire Protection Street Rental and Barricades Telephone / Internet System Installation Fencing and Covered Walkways Temporary Water Distribution and Meters Temporary Electrical Distribution and Meters Site Erosion Control (BMP) and Project Entrance(s) Field Offices & Office Supplies Partnering Costs First Aid Supplies Job Photos/Videos Reprographic Services Project Specific Signage Monthly Office Supplies Postage/Special Shipping Remote Parking Expenses Project/As-Built Drawings Project Reference Manuals Project Milestone Event(s)* Security System/Watchman Move-In/Out and Office Setup Safety Material and Equipment Employee Identification System Drinking Water and Accessories Small Tools and Storage Trailers Office Clean-Up/Janitorial Services Monthly Office Trailer Rental Costs Mobilization and Demobilization (Equipment Only) * Specific justification and all estimated costs shall be submitted and approved by the Owner prior to any travel or event.

LIST OF EXHIBITS. Exhibit A Definitions - Share Ownership Exhibit B Current Membership - Form of Employment Agreement by and Ownership of Quartz Parent Entities between Xxxxxx X. Xxxxx X. Xxxxx and GMH Acquisition Corp. Exhibit C Phase 1 Anticipated Membership - Form of Employment Agreement by and Ownership of Quartz Parent Entities between Xxxxxxx Xxxxx Xxxxx and Xxxx Xxxx Xxxxx and GMH Acquisition Corp. Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities - Escrow Agreement Exhibit E Phase 3 Anticipated Membership and Ownership - Form of Quartz Parent Entities Installment Promissory Note Exhibit F Intentionally Omitted - Form of Incentive Compensation Plan Exhibit G Second Amended and Restated Bylaws - Form of QHPC Stock Subscription Agreements Exhibit H Second Amended and Restated Members Agreement - Opinion of QHPC Holland & Knight Exhibit I Substantive Terms - Opinion of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Nixon, Hargrave, Devans & Xxxxx LLP LIST OF SCHEDULES Schedule 2.2(b7(a) Organization; Good Standing; Power; Etc. Schedule 7(b) Capitalization Schedule 7(c) Effective Agreement Schedule 7(d) Consents Schedule 7(e) Title to Property and Approvals Assets Schedule 3.1 Due Organization 7(f) Leases and Licensing Agreements Schedule 2.3(b7(g) Conflicts Agreements, Etc. Schedule 3.2 Consents and Approvals 7(h) Pension Plans Schedule 2.6(a7(j) Financial Statements Schedule 3.3(b7(k) Conflicts Litigation Schedule 2.6(b7(l) Financial Statements; Licenses and Permits Schedule 7(m) Taxes Schedule 7(n) Material Adverse Changes Schedule 7(o) Business Property Rights Schedule 7(p) Insurance Schedule 7(q) Inventories Schedule 7(r) Offices Schedule 7(s) Company Actions Schedule 7(t) Related Party Transactions Schedule 7(u) Undisclosed Liabilities Schedule 3.6 Title to Assets 7(w) Suppliers and Customers Schedule 2.7 Certain Changes or Events 7(x) Potential Conflicts of Interest Schedule 3.7(a7(y) Financial Statements Accounts Receivable Schedule 2.8 Litigation 7(z) Environmental Compliance Schedule 3.7(b14(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE Environmental Covenants STOCK PURCHASE AGREEMENT (the “Agreement”) Stock Purchase Agreement dated as of May 1October 10, 2020, is 1995 by and among Xxxxxxxxx Lutheran Health SystemXXXXX XXXXX XXXXXX, Inc.as Trustee, XXXXXXX XXXXX XXXXX, XXXX XXXX XXXXX, XXXXXX X. XXXXX and XXXXXX X. XXXXX, as Joint Tenants (individually a "Seller" and collectively the "Sellers"), GENERAL MANUFACTURED HOUSING, INC., a Wisconsin nonstock Georgia corporation (“GHS”), University Health Care, Inc."GMH") and GMH ACQUISITION CORP., a Wisconsin nonstock Delaware corporation (“UHC”the "Buyer"), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit A Definitions 1 Project Scope Exhibit B Current Membership and Ownership 2 Appendix 1 DB Contractor’s Proposal Commitments Appendix 2 ATCs Exhibit 3 Appendix 1 List of Quartz Parent Entities Reference Information Documents Appendix 2 Portions of Reference Information Documents Incorporated in the Contract Documents for Purposes of DB Contractor Relief Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities 4 CMC Amendments Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities 5 Job Training Plan Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities 6 DBE Performance Plan Exhibit F Intentionally Omitted 7 Prevailing Wage Rates Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related 8 DB Contractor Obligations related to Project-Specific Third-Party Agreements Exhibit J Substantive Terms 9 Allowances Exhibit 10 Maximum Payment Schedule Exhibit 11 Maximum Reimbursement Amounts for Eminent Domain Assistance Exhibit 12 Forms of the Phase Bonds Appendix 1 Form of Performance Bond Appendix 2 Form of Payment Bond Appendix 3 Related Agreements Form of Warranty Bond Exhibit K AHC Knowledge 13 Form of Guaranty Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title 14 Change Order Forms Appendix 1 Form of Request for Change Order Appendix 2 Form of Change Order Exhibit 15 Liquidated Damages for Lane Closures Exhibit 16 Noncompliance Points Provisions Exhibit 17 Key Subcontractors Exhibit 18 Key Personnel Exhibit 19 Initial Designation of Authorized Representatives Exhibit 20 Disputes Resolution Requirements Exhibit 21 Operating Procedures Exhibit 22 Disputes Review Panel Agreement Texas Department of Transportation - iii - Addendum #3 to Assets Schedule 2.7 Certain Changes Request for Proposals I-2/I-69C Interchange Project Design-Build Agreement March 6, 2019 This Design-Build Agreement (this “Design-Build Agreement” or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT “DBA”), dated as of [●], 2019 (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHSEffective Date”), University Health Care, Inc.is entered into by and between: DB Contractor: [●], a Wisconsin nonstock [Insert appropriate bracketed text, and delete all bracketed text that is not applicable] [corporation organized and existing under the laws of the State of [●]] [limited liability company (“UHC”)LLC) organized and existing under the laws of the State of [●]] [partnership, Iowa Health System d/b/a UnityPoint Healthconsisting of [insert partner names and any organizational form]] [joint venture, consisting of [●] and [●]] [an Iowa nonprofit corporation (“UPH” and together with UHC and GHSindividual or sole proprietorship owned by [●]], the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 location of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.whose principal office is: [Address]

LIST OF EXHIBITS. Exhibit A Definitions Exhibit - Legal Description of Real Property B - Property Information C - RESERVED D Xxxx of Sale, Assignment and Assumption of Leases and Contracts E - Seller’s Certificate F - Revised Rent Roll G - ERISA Letter H - Notice to Tenants I - Service Contracts and License Agreements J - Rent Roll K - Excluded Property L - Property Maintenance and Repair Work M - Owner's Affidavit The Preferred Residential Management, LLC due diligence process involves multiple teams of professionals that may visit the property at different times. Each group has specific areas of focus that may require access to different reports. To help facilitate this process, we have developed the comprehensive checklist below. Rec’d Current Membership Rent Roll (hard copy and Ownership email in excel, ________ Site Plan of Quartz Parent Entities Exhibit C Phase 1 Anticipated Membership property ________ List of last 20 Leases (Please Include: Unit / Unit Type / Market Rent, Concessions, Net Rent and Ownership other pertinent information) (Or accessible during site visit) ________ Current Detail Unit Status Report (status of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership Vacant/On-Notice units) ________ Current Detailed Unit Mix ________ Copy of Current Lease and Ownership Addenda (blank copies) ________ Current Security Deposit Report ________ Current Concessions Report ________ Current Delinquency Report ________ Listing of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership any Down Units ________ Listing of Non-revenue units (model, employee, C.O.) ________ Listing of Amount of employee concessions ________ List of any charges and Ownership fees (application, redecoration, late, water, sewer, trash, etc) ________ Summary of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended Service Requests by month for the last twelve months ________ Leasing Brochure with Floor Plans ________ Original resident leases (& correspondence files) ________ Maintenance Requests and Restated Bylaws work order logs ________ Construction plans (site plan) for engineering review (Architectural, Structural, Civil, MEP, Landscaping, Specs, Warranty manuals, Close-out documents, Soils Report,) ________ Licenses and Permits (including but not limited to - pool permits, fire hydrant inspections, etc.) ________ Certificates of QHPC Exhibit H Second Amended Occupancy ________ Fire Inspection Reports ________ Vendor Inspections (Termite / Fitness / Gates / Submeter / Security systems / Landscape – check irrigation) ________ Compensation package information and Restated Members Agreement time on property for existing staff ________ Termite Bond Letter ________ Personal Property Inventory ________ Copies of QHPC Exhibit I Substantive Terms Utility Bills (12 months) ________ Insurance loss runs for the past five years ________ Copy of the Phase 2 Related Agreements Exhibit J Substantive Terms Delinquency Report and/or Aged Receivable Report (as of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning last calendar year and end of the Quartz Parent Entities last calendar month) ________ Copy of the Aged Accounts Payable Schedule (as of the end of the last calendar year and the Legacy Owners Schedule 2.2(bend of the last calendar month) Consents ________ Present year Notice of Proposed Property Taxes and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material whether the proposed assessment is being appealed ________ Service Agreements/Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”) dated as of May 1Landscape, 2020Refuse, is by and among Xxxxxxxxx Lutheran Health Pest Control, Postage, Credit Check, Communication System, Inc.Security, a Wisconsin nonstock corporation (“GHS”)Advertising, University Health CareAnswering Service, Inc.Uniforms, a Wisconsin nonstock corporation (“UHC”)Pool, Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” etc.) ________ Income Statements for Seller’s period of ownership ________ Copies of Bank Statements and together with UHC and GHS, Bank Reconciliations for the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used last 12 months ________ Warranties still in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.effect

LIST OF EXHIBITS. Exhibit A Definitions -- Form of Note Exhibit B Current Membership and Ownership -- Form of Quartz Parent Entities Security Agreement Exhibit C Phase 1 Anticipated Membership -- Form of Confirmation and Ownership Grant of Quartz Parent Entities Security Interest in Trademarks Exhibit D Phase 2 Anticipated Membership and Ownership -- Form of Quartz Parent Entities Guaranty Exhibit E Phase 3 Anticipated Membership and Ownership -- Form of Quartz Parent Entities Compliance Certificate Exhibit F Intentionally Omitted -- Form of Assignment and Acceptance Exhibit G Second Amended and Restated Bylaws -- Form of QHPC Release Agreement Exhibit H Second Amended -- Form of Warrant Agreement LIST OF SCHEDULES Schedule 1.1 -- List of Lenders Schedule 3.1(c) -- Evidence of Insurance Schedule 4.1(b) -- List of Subsidiaries Schedule 4.1(d) -- List of Authorizations, Approvals and Restated Members Agreement Notices Schedule 4.1(f) -- List of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b4.1(q) Financial Statements; Material Liabilities -- List of Open Tax Years Schedule 2.9 Material Contracts; Consents 4.1(r) -- List of Unpaid Proposed Federal Adjustments to Open Years Schedule 3.9 Litigation 4.1(s) -- List of Unpaid Proposed State, Local and Foreign Adjustments to Open Years Schedule 3.10(a4.1(v) Material Contracts -- List of Owned Real Property Schedule 3.10(b4.1(w) Material Contracts; Consents -- List of Leased Real Property Schedule 3.12(q4.1(x) Audit -- List of Existing Investments Schedule 4.1(y) -- List of Patents, Trademarks, Trade Names, Service Marks and Copyrights Schedule 4.1(z) -- List of Employment Agreements, Executive Compensation Arrangements and Agreements Relating to Voting or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Disposition of Stock Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”-- List of Existing Debt Schedule 5.2(c) -- List of Existing Liens TERM LOAN AGREEMENT, dated as of May 1November 4, 20201996 (this "AGREEMENT"), is by and among Xxxxxxxxx Lutheran Health System, Inc.DEP CORPORATION, a Wisconsin nonstock Delaware corporation (“GHS”"BORROWER"), University Health Carethe lenders ("LENDERS") listed on the signature pages hereof, Inc.CITY NATIONAL BANK, a Wisconsin nonstock corporation as co-agent (“UHC”the "CO-AGENT") for Lenders (as hereinafter defined) hereunder, and FOOTHILL CAPITAL CORPORATION ("FOOTHILL"), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation as Agent (“UPH” and together with UHC and GHS"AGENT") for Lenders. As used herein, the “Legacy Owners” and each individuallyterm "Lenders" includes Lenders listed on the signature pages hereof and/or their predecessors in interest, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth hereincontext may require.

LIST OF EXHIBITS. Exhibit A Definitions - Assignment and Assumption Agreement Exhibit B Current Membership and Ownership - Assignment of Quartz Parent Entities Product Copyrights Exhibit C Phase 1 Anticipated Membership and Ownership - Assignment of Quartz Parent Entities Product Marks Exhibit D Phase 2 Anticipated Membership and Ownership - Assignment of Quartz Parent Entities Product Patents Exhibit E Phase 3 Anticipated Membership and Ownership - Assignment of Quartz Parent Entities Product Trade Dress Exhibit F Intentionally Omitted - Xxxx of Sale Agreement Exhibit G Second Amended and Restated Bylaws of QHPC - Exclusive License Agreement Exhibit H Second Amended and Restated Members - Exclusive License Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements - Escrow Agreement Exhibit J Substantive Terms of the Phase 3 Related Agreements - Legal Opinion Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners - Transition Services Agreement Schedule 2.2(b2.3 - Assumed Liabilities Schedule 2.8 - Purchase Price Allocation Schedule 6.2 - Conduct of Business Schedule 1.1(a) Consents and Approvals - Applicable Permits Schedule 3.1 Due Organization 1.1(b) - Assigned Contracts Schedule 2.3(b1.1(c) - Permitted Encumbrances Schedule 1.1(d) - Products Schedule 1.1(e) - Promotional Materials Schedule 1.1(f) - Registrations Schedule 4.3 - No Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements4.4 - Title; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets 4.5 - Inventory Schedule 4.7(a) Financial Statements - Product Intellectual Property Rights Schedule 4.7(b) Financial Statements; Material Liabilities - Enforceable and Valid Intellectual Property Schedule 4.9 4.7(d) - Control of Intellectual Property Schedule 4.7(e) - Royalty Obligations Schedule 4.7(f) - Licenses or Other Rights Granted under Intellectual Property Schedule 4.8 - Litigation Schedule 4.10(a4.9(e) Material - Assigned Contracts Schedule 4.10(b) Material Contracts; – Third Party Consents Schedule 4.12(q) Audit or Investigation 4.10 - Consents Schedule 5.2(b) Consents and Approvals This EXCHANGE 4.12 - Labor Matters SD\906843.15 Schedule 4.13 - Compliance with Law Schedule 4.14 - Regulatory Matters Schedule 4.16 - Absence of Changes Schedule 4.17 - Insurance Policies Schedule 4.18 - Brokers Schedule 4.20 - Customers, Suppliers, Distributors Schedule 4.21 - Accounts Payable Schedule 4.22 - Products; Warranties SD\906843.15 THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of October 19, 2012 (the “AgreementExecution Date”) dated as of May 1, 2020), is entered into by and among Xxxxxxxxx Lutheran Health Systembetween Alphatec Holdings, Inc., a Wisconsin nonstock Delaware corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHCPurchaser”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health PlanPhygen, Inc.)LLC, a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes California limited liability company (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent EntitySeller”). The Legacy OwnersEach of Purchaser and Seller, AHC and the Quartz Parent Entities are as applicable, is sometimes referred to herein individually herein, individually, as a “Party” and together and, collectively, as the “Parties”. Capitalized .” All capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings set forth specified in Exhibit A attached to Article I below or elsewhere in this Agreement, which is incorporated in this Agreement as if fully set forth hereinapplicable.

LIST OF EXHIBITS. Exhibit A Definitions Statement of Work (STRTP) Exhibit A-1 STRTP Reference Links Exhibit A-2 STRTP Service Delivery Sites Exhibit A-3 Criminal Record Exemption Notification Exhibit A-4 Notification of Subsequent Arrest, Conviction, Probation, or Parole Violation Exhibit A-5 Special Incident Reporting Guide (SIR) for Xxxxxx Care Placement Services Providers Exhibit A-6 STRTP Monthly Utilization Self-Report Template Exhibit A-7 Safety Performance Outcome Summary Exhibit A-8 Permanency Performance Outcome Summary Exhibit A-9 Access to Effective and Caring Services/Well-Being Performance Outcome Summary Exhibit A-10 STRTP Discharge Summary Exhibit A-11 Provider Needs and Service Plan Exhibit A-12 Intentionally Left Blank Exhibit A-13 STRTP Plan of Operation and Program Statement Exhibit A-14 STRTP Facility License(s) Exhibit A-15 STRTP Rate Letter Exhibit A-16 Transfer of Medication Form Exhibit B Current Membership and Ownership of Quartz Parent Entities Line Item Budget Exhibit C Phase Office of Management and Budget (OMB) Title 2 Code of Federal Regulations (CFR) Chapter I, Chapter II, Part 200 et. al and 2 CFR 1.100, Title 2, Part 1 Anticipated Membership Exhibit C-1 Department of Auditor-Controller Contract Accounting and Ownership Administration Handbook Exhibit C-2 Auditor-Controller/Department of Quartz Parent Entities Children and Family Services/Probation Department Fiscal Audit Phases, Fiscal Audits of Xxxxxx Care Services Contractors Exhibit C-3 Short-Term Residential Therapeutic Program Cost Report (Form SR 3) Exhibit C-4 Semi-Annual Expenditure Reports: Payroll and Fringe Benefit Report (Form SR 4) and Federal Revenue Certification (Form SR 9) Exhibit D Phase 2 Anticipated Membership Contractor Acknowledgment and Ownership Confidentiality Agreement Exhibit D-1 Contractor Employee Acknowledgment and Confidentiality Agreement Exhibit D-2 Contractor Non-Employee Acknowledgment and Confidentiality Agreement Exhibit D-3 Confidentiality of Quartz Parent Entities Criminal Offender Record Information Exhibit E Phase 3 Anticipated Membership Statement of Dangerous Behaviors and Ownership California Department of Quartz Parent Entities Social Services Child Welfare Services Manual Section 31- 405 Exhibit F Intentionally Omitted IRS Notice 1015 - Notice to Employees Regarding Federal Earned Income Credit Exhibit G Second Amended and Restated Bylaws of QHPC Payment Resolution Notification Exhibit H Second Amended and Restated Members Agreement of QHPC Overpayment Policy Exhibit I Substantive Terms Contractor’s Certification of the Phase 2 Related Agreements Compliance with Child, Spousal and Family Support Orders Exhibit J Substantive Terms Contractor’s Certification of the Phase 3 Related Agreements Compliance with all Federal and State Employment Reporting Requirements Exhibit K AHC Knowledge Contractor’s Equal Employment Opportunity Certification Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning Charitable Contributions Certification Exhibit M Certification of Compliance with the Quartz Parent Entities County’s Defaulted Property Tax Reduction Program Exhibit N Contract Investigation/Monitoring/Audit Remedies and Procedures Exhibit O Federal Debarment and Suspension Certification Form Exhibit P Contractor’s Compliance with Encryption Requirements Form Exhibit Q Zero Tolerance Human Trafficking Policy Certification Form Exhibit R Contractor’s Certification of Compliance with Background and Security Investigations Exhibit S Safely Surrendered Baby Law Exhibit T County of Los Angeles Contractor Employee Jury Service Program Certification Form Exhibit U County’s Administration Form Exhibit V Contractor’s Administration Form Exhibit W Sample Report on Outside Employment Activities Exhibit W-1 Sample Report on Conflict of Interest Exhibit X Discharge Outcome and Placement Stability Report Exhibit Y Target Demographics with Corresponding Rate Classification Levels This is the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title Short-Term Residential Therapeutic Program Master Contract for Xxxxxx Care Placement Services (hereinafter referred to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the as “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent EntityContract”). The Legacy OwnersThis Contract is made and entered into this day of , AHC 2019 by and the Quartz Parent Entities are sometimes between County of Los Angeles hereinafter referred to herein individually as a “PartyCOUNTY” and together hereinafter referred to as the “PartiesCONTRACTOR”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit A Definitions - Form of Amendment to Limited Partnership Agreement of Onshore GP Exhibit B Current Membership and Ownership - Form of Quartz Parent Entities Amendment to Limited Partnership Agreement of Offshore GP Exhibit C Phase 1 Anticipated Membership and Ownership - Form of Quartz Parent Entities Covered Affiliate Agreement Exhibit D Phase 2 Anticipated Membership and Ownership - Form of Quartz Parent Entities Consent to Assignment Exhibit E Phase 3 Anticipated Membership and Ownership - Form of Quartz Parent Entities Non-Competition Agreement Exhibit F Intentionally Omitted - Form of Registration Rights Agreement Amendment Exhibit G Second Amended and Restated Bylaws - Form of QHPC Contribution Agreement Exhibit H Second Amended and Restated Members Agreement - Form of QHPC Opinion of Bxxxxxx MxXxxxxxx LLP Exhibit I Substantive Terms - Form of the Phase 2 Related Agreements Opinion of Walkers SPV Limited Exhibit J Substantive Terms - Form of the Phase 3 Related Agreements Opinion of Proskauer Rose LLP Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning - Form of Tax Opinion of Proskauer Rose LLP Schedule 1.2 - Allocation among Contributors Schedule 2.3(l) - Required Closing Deliveries under Indentures Schedule 3.3(a) - Consents Obtained by the Quartz Parent Entities Contributors, the Partnerships and the Legacy Owners Funds Schedule 2.2(b3.3(b) - Consents and Approvals Obtained by Icahn Schedule 3.1 Due Organization 3.4(e) - Rights to Acquire Interests in any Contributor or Partnership Schedule 2.3(b3.5(a) Conflicts - Management Agreements Schedule 3.2 Consents and Approvals 3.5(b) - Management Agreements - Exceptions Schedule 2.6(a3.5(d) - Icahn Group - Regulatory Matters Schedule 3.8(b) - Financial Statements Schedule 3.3(b3.9 - Absence of Adverse Effects and Changes Schedule 3.9(j) Conflicts - Affiliate Payments Schedule 2.6(b3.11 - Litigation Schedule 3.14(a) Financial Statements; Material - Compliance with Laws - Exceptions Schedule 3.15 - Absence of Undisclosed Liabilities Schedule 3.6 Title to Assets 3.16 - Transactions with Interested Persons Schedule 2.7 Certain Changes or Events 3.17(a) - Trademarks Schedule 3.7(a3.17(b) Financial Statements - Intellectual Property Rights Schedule 2.8 Litigation 3.19 - Employees; Labor Matters Schedule 3.7(b3.20(a) Financial Statements; Material Liabilities - Employee Benefit Plans Schedule 2.9 Material Contracts; Consents 3.21 - Leased Real Property Schedule 3.9 Litigation Schedule 3.10(a3.22(a) - Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 3.23 - Tax Matters Schedule 4.1 Due Organization 3.23(q) - Tax Status Schedule 4.2 Consents and Approvals 3.24 - Powers of Attorney Schedule 4.3(b) Conflicts - Consents Obtained by the Issuer Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals 7.2 - Employees - Certain Arrangements This CONTRIBUTION AND EXCHANGE AGREEMENT (the “Agreement”) dated is made as of May 1this 8th day of August, 2020, is 2007 by and among Xxxxxxxxx Lutheran Health System, Inc.CCI Offshore Corp., a Wisconsin nonstock Delaware corporation (“GHSCCI Offshore”), University Health Care, Inc.CCI Onshore Corp., a Wisconsin nonstock Delaware corporation (“UHCCCI Onshore”), Iowa Health System d/b/Icahn Management LP, a UnityPoint Health, an Iowa nonprofit corporation Delaware limited partnership (“UPHIcahn Management” and together with UHC CCI Onshore and GHSCCI Offshore, the “Legacy Owners” and each individually, a “Legacy OwnerContributors”), Aurora Health CareCxxx X. Icahn, Inc., a Wisconsin nonstock corporation an individual (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHCIcahn”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health PlanAmerican Real Estate Partners, Inc.)L.P., a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes Delaware limited partnership (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent EntityIssuer”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are and not otherwise defined herein shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth hereinArticle IX.

LIST OF EXHIBITS. EXHIBIT DESCRIPTION REFERENCE ------- ----------- --------- Exhibit A Definitions Form of Note 2.10 Exhibit B Current Membership and Ownership of Quartz Parent Entities Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit C Summary of Opinion of Counsel for 3.01(5) Borrower and Delaware Guarantors Exhibit D Summary of Opinion of Illinois Counsel for Borrower 3.01(5) Exhibit E Summary of Opinion of Counsel for Agent 3.01(6) Exhibit F Summary of Opinion of Local Counsel for 3.01(10) Beazer Homes Corp. Exhibit G Second Amended Form of Certificate for Borrowings 3.02 and Restated Bylaws Facility Letters of QHPC Credit Exhibit H Second Amended and Restated Members Agreement List of QHPC Subsidiaries of Borrower 4.10 Exhibit I Substantive Terms of the Phase 2 Related Agreements Assignment Agreement 12.03(b) Exhibit J Substantive Terms PNC Letters of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(bCredit 13.10(c) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated as of May 1December 29, 20201999 among BEAZER HOMES USA, is by and among Xxxxxxxxx Lutheran Health SystemINC., a Delaware corporation (the "Borrower"), BEAZER MORTGAGE CORPORATION, a Delaware corporation, BEAZER HOMES CORP., a Tennessee corporation, BEAZER HOMES SALES ARIZONA INC., a Delaware corporation, BEAZER REALTY CORP., a Georgia corporation, BEAZER/XXXXXXX REALTY, INC., a North Carolina corporation, XXXXXX HOMES REALTY, Inc., a Wisconsin nonstock corporation Florida corporation, BEAZER HOMES HOLDING CORP., a Delaware corporation, BEAZER HOMES TEXAS HOLDINGS, INC., a Delaware corporation, and BEAZER HOMES TEXAS, L.P., a Delaware limited partnership (“GHS”individually an "Original Guarantor" and collectively the "Original Guarantors"), University Health Care, Inc.BEAZER REALTY INC., a Wisconsin nonstock corporation New Jersey corporation, HOMEBUILDERS TITLE SERVICES, INC., a Delaware corporation, and TEXAS LONE STAR TITLE, L.P., a Texas limited partnership (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHScollectively, the “Legacy Owners” "New Guarantors") and each individuallyBANK ONE, a “Legacy Owner”)NA, Aurora Health CareCOMERICA BANK, Inc.GUARANTY FEDERAL BANK, a Wisconsin nonstock corporation (“AHC”)F.S.B., Quartz Holding CompanyBANK UNITED, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”)AMSOUTH BANK, SUNTRUST BANK, PNC BANK, N.A., and Quartz Health Plan Corporation WACHOVIA BANK, N.A. (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHCcollectively, the “Quartz Parent Entities” "Banks") and each individuallyBANK ONE, a “Quartz Parent Entity”NA as Agent (the "Agent") for the Banks and as an Issuing Bank (as hereinafter defined). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit 1 – Project Technical Requirements Exhibit 2 – Scope of Work (Engineering Phase) Exhibit 2-1 – Cost Estimate Submittal Requirements Exhibit 2-2 – Drawing List Exhibit 2-3 – Governmental Approval Responsibilities Exhibit 3 – Project-Specific Information Exhibit 4 – General Conditions Exhibit 5 – City General Requirements Exhibit 6 – Required Contract Terms Exhibit 6A – Labor Code Provisions Exhibit 6B – Payment and Performance Security Exhibit 6B-1 – Payment Bond (HAWPF – Engineering Phase) Exhibit 6B-2 – Performance Bond (HAWPF – Engineering Phase) Exhibit 6B-3 – Payment Bond (HAWPF – Construction Phase) Exhibit 6B-4 – Performance Bond (HAWPF – Construction Phase) Exhibit 6B-5 – Payment Bond (HAWPF) -- Performance Validation Phase Exhibit 6B-6 – Performance Bond (HAWPF) -- Performance Validation Phase Exhibit 6C – Insurance Exhibit 6D – Certifications Regarding Compliance With Equal Benefits Ordinance Exhibit 6E – Slavery Disclosure Ordinance Exhibit 6F – Living Wage Ordinance and Worker Retention Ordinance Forms Exhibit 6G – Contractor Responsibility Ordinance Form Exhibit 6H – Business Tax Registration Certificate Exhibit 6I – LA Residence Information Exhibit 6J – Non-Collusion Affidavit Exhibit 6K – Contract History Exhibit 6L – Municipal Lobbying Certification Exhibit 6M – Contract Bidder Campaign Contributions and Fundraising Restrictions Exhibit 6N – Iran Contracting Act of 2010 Exhibit 6O – Project Labor Agreement; Public Works Infrastructure Stabilization Policy; and Labor Compliance Manual Exhibit 6P – Signature Sheet and Affidavit Exhibit 7 – Deadlines, Compensation and Other Terms for Construction and Performance Validation Phases Exhibit 8 – Scope of Work (Construction Phase) Exhibit 9 – Scope of Services (Performance Validation Phase) Exhibit 10 – Proposal Commitments Exhibit 11 – Jobsite Exhibit 12 – Performance Validation Requirements Exhibit 13 – Subcontractors Exhibit 13 – Schedule A Definitions Initial Subcontractors/Subconsultants Information Exhibit 13 – Schedule B Current Membership Utilization Profile for Task/Project Work Exhibit 13 – Schedule C Final Subcontracting Report And Letter Of Intent Exhibit 14 – Non-Disclosure and Ownership of Quartz Parent Entities Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Confidentiality Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities The City and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”) dated Contractor agree as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.follows:

LIST OF EXHIBITS. Exhibit A Definitions Percentage of Shares Purchased Exhibit B Current Membership and Ownership of Quartz Parent Entities Stockholders' Agreement Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities Registration Rights Agreement Exhibit D Phase 2 Anticipated Membership Form of Waiver and Ownership of Quartz Parent Entities Release Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Escrow Agreement Exhibit F Intentionally Omitted Form of Opinion of Counsel to the Company and Form of Opinion of Counsel to Seller Exhibit G Second Amended and Restated Bylaws Commitment Letters Disclosure Schedules (as received from Seller to date without material changes -------------------- prior to execution of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners definitive document) Schedule 2.2(b4(b) Consents and Approvals Subsidiaries Schedule 3.1 Due 4(d) Organization Schedule 2.3(b4(e) Conflicts Capital Stock Schedule 3.2 Consents and Approvals 4(f) Equity Interests Schedule 2.6(a4(g) Financial Statements Schedule 3.3(b4(h) Conflicts Taxes Schedule 2.6(b4(i) Financial Statements; Material Liabilities Assets Other than Real Property Interests Schedule 3.6 4(j) Title to Assets Real Property Schedule 2.7 Certain 4(k) Intellectual Property Schedule 4(l) Contracts Schedule 4(m) Litigation Schedule 4(n) Benefit Plans Schedule 4(o) Absence of Changes or Events Schedule 3.7(a4(p) Financial Statements Compliance with Applicable Laws Schedule 2.8 Litigation Schedule 3.7(b4(q) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Employee and Labor Matters Schedule 4.1 Due Organization 4(r) Licenses; Permits Schedule 4.2 Consents and Approvals 4(s) Transactions with Affiliates Schedule 4.3(b4(t) Conflicts Government Contracting Schedule 4.6 Title to Assets Schedule 4.7(a5(b) Financial Statements Schedule 4.7(bOrdinary Conduct Specific Definitions -------------------- The following terms are defined in the Sections referenced below: Term Section ---- ------- 1. Acquired Shares Section 1(a) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a2. Acquisition Section 1(a) Material Contracts Schedule 4.10(b3. Additional Auditor Section 1(c) Material Contracts; Consents Schedule 4.12(q4. Additional Expert Section 1(c) Audit or Investigation Schedule 5.2(b5. Affiliate Section 1(c) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”6. Agreement Preamble 7. Applicable Laws Section 4(p)(i) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”)8. The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”Appraised Value Section 1(c) 9. Capitalized terms used in this Appraiser Section 1(c) 10. Base Period Section 1(c) 11. Benefit Plans Section 4(n)(i) 12. Bridge Credit Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.Section 1(c) 13. Borrowings Section 1(b) 14. Buyer Preamble 15. Buyer Indemnified Party Section 10(a) 16. Buyers Preamble

LIST OF EXHIBITS. Exhibit A Definitions Colombian Supply Agreement Exhibit B Current Membership and Ownership of Quartz Parent Entities B-1 Trademark License Agreement (Americas – Goodyear Brand) Exhibit B-2 Trademark License Agreement (Americas – Fulda Brand) Exhibit C Phase 1 Anticipated Membership Farm Patent and Ownership of Quartz Parent Entities Know-How License Agreement Exhibit D Phase 2 Anticipated Membership Non-Farm Patent and Ownership of Quartz Parent Entities Know-How License Agreement (Brazil) Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities E-1 Bias OTR Supply Agreement Exhibit E-2 Bias Light Truck Supply Agreement Exhibit E-3 Bias Medium Truck Supply Agreement Exhibit E-4 Sleeves Supply Agreement Exhibit E-5 Retread Supply Agreement Exhibit F Intentionally Omitted Equipment Agreement Exhibit G Second Amended and Restated Bylaws of QHPC Bailment Agreement (Colombia) Exhibit H Second Amended and Restated Members Americana Fabric Supply Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Protocol Schedule A Tires Omitted from Sale Schedule B Additional Tires Schedule C Farm Tire Region Schedule D Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Persons Schedule E Goodyear’s Territory Schedule F Key Employees Schedule 2.2(b) Consents Inventory Locations Schedule 2.2(e) Molds, Equipment and Approvals Parts Schedule 3.1 Due Organization 2.3(q) Excluded Contracts Schedule 2.3(b2.3(r) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Additional Excluded Assets Schedule 2.7 Certain Changes or Events 4.2 Accounting Principles for Inventory Valuation Schedule 3.7(a4.3(a) Financial Statements Payroll Accounting Illustration Schedule 2.8 Litigation 4.4 Equipment and Net Book Value Schedule 3.7(b4.6 Purchase Price Allocation Schedule 5.1 Organization and Existence Schedule 5.4(c) Financial Statements; Material Liabilities Newco Capitalization Schedule 2.9 Material Contracts; Consents 5.5 Unaudited Financials Schedule 3.9 Litigation 5.6 Entire Business/Condition of Assets Schedule 3.10(a5.7(a) Material Contracts Schedule 3.10(b5.7(b) Material Contracts; Third Party Contract Consents Schedule 3.12(q5.9 Breach of Contract Schedule 5.12 Absence of Changes Schedule 5.13(a) Audit or Investigation Compliance with Laws Schedule 3.13 Tax 5.14(a) Key Employees Schedule 5.14(c) Collective Bargaining Agreements Schedule 5.14(e) Key Employee Agreements Schedule 5.15(a) Real Property Schedule 5.15(c) Leased Property Schedule 5.15(f) Flood Hazard Area Schedule 5.16 Environmental Matters Schedule 4.1 Due Organization 5.17 Permits Schedule 4.2 Consents and Approvals 5.19(a) Product Warranty Schedule 4.3(b5.20 Customers Schedule 7.4(a) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.Distributors

LIST OF EXHIBITS. Exhibit A Definitions 1 Project Scope Exhibit B Current Membership and Ownership 2 Appendix 1 DB Contractor’s Proposal Commitments Appendix 2 ATCs Exhibit 3 Appendix 1 List of Quartz Parent Entities Reference Information Documents Appendix 2 Portions of Reference Information Documents Incorporated in the Contract Documents for Purposes of DB Contractor Relief Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities 4 CMC Amendments Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities 5 Job Training Plan Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities 6 DBE Performance Plan Exhibit F Intentionally Omitted 7 Prevailing Wage Rates Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related 8 DB Contractor Obligations related to Project-Specific Third-Party Agreements Exhibit J Substantive Terms 9 Allowances Exhibit 10 Maximum Payment Schedule Exhibit 11 Maximum Reimbursement Amounts for Eminent Domain Assistance Exhibit 12 Forms of the Phase Bonds Appendix 1 Form of Performance Bond Appendix 2 Form of Payment Bond Appendix 3 Related Agreements Form of Warranty Bond Exhibit K AHC Knowledge 13 Form of Guaranty Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title 14 Change Order Forms Appendix 1 Form of Request for Change Order Appendix 2 Form of Change Order Exhibit 15 Liquidated Damages for Lane Closures Exhibit 16 Noncompliance Points Provisions Exhibit 17 Key Subcontractors Exhibit 18 Key Personnel Exhibit 19 Initial Designation of Authorized Representatives Exhibit 20 Disputes Resolution Requirements Exhibit 21 Operating Procedures Exhibit 22 Disputes Review Panel Agreement Texas Department of Transportation - iii - Addendum #4 to Assets Schedule 2.7 Certain Changes Request for Proposals I-2/I-69C Interchange Project Design-Build Agreement March 14, 2019 This Design-Build Agreement (this “Design-Build Agreement” or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT “DBA”), dated as of [●], 2019 (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHSEffective Date”), University Health Care, Inc.is entered into by and between: DB Contractor: [●], a Wisconsin nonstock [Insert appropriate bracketed text, and delete all bracketed text that is not applicable] [corporation organized and existing under the laws of the State of [●]] [limited liability company (“UHC”)LLC) organized and existing under the laws of the State of [●]] [partnership, Iowa Health System d/b/a UnityPoint Healthconsisting of [insert partner names and any organizational form]] [joint venture, consisting of [●] and [●]] [an Iowa nonprofit corporation (“UPH” and together with UHC and GHSindividual or sole proprietorship owned by [●]], the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 location of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.whose principal office is: [Address]

LIST OF EXHIBITS. Exhibit 1 – Project Technical Requirements Exhibit 2 – Scope of Work (Engineering Phase) Exhibit 3 – Project-Specific Information Exhibit 4 – General Conditions Exhibit 5 – City General Requirements Exhibit 6 – Required Contract Terms Exhibit 6A – Labor Code Provisions Exhibit 6B – Payment and Performance Security Exhibit 6B-1 – Payment Bond (HAWPF – Engineering Phase) Exhibit 6B-2 – Performance Bond (HAWPF – Engineering Phase) Exhibit 6B-3 – Payment Bond (HAWPF – Construction Phase) Exhibit 6B-4 – Performance Bond (HAWPF – Construction Phase) Exhibit 6B-5 – Payment Bond (HAWPF) -- Performance Validation Phase Exhibit 6B-6 – Performance Bond (HAWPF) -- Performance Validation Phase Exhibit 6C – Insurance Exhibit 6D – Certifications Regarding Compliance With Equal Benefits Ordinance Exhibit 6E –Disclosure Ordinance Exhibit 6F – Living wage ordinance and Worker Retention Ordinance Exhibit 6G – Contractor Responsibility Ordinance Form Exhibit 6H – Business Tax Registration Certificate Exhibit 6I – LA Residence Information Exhibit 6J – Non-Collusion Affidavit Exhibit 6K – Contract History Exhibit 6L – Municipal Lobbying Certification Exhibit 6M – Contract Bidder Campaign Contributions and Fundraising Restrictions Exhibit 6N – Iran Contracting Act of 2010 Exhibit 6O – Project Labor Agreement; Public Works Infrastructure Stabilization Policy; and Labor Compliance Manual Exhibit 6P – Signature Sheet and Affidavit Exhibit 7 – Deadlines, Compensation and Other Terms for Construction and Performance Validation Phases Exhibit 8 – Scope of Work (Construction Phase) Exhibit 9 – Scope of Services (Performance Validation) Exhibit 10 – Proposal Commitments Exhibit 11 – Jobsite Exhibit 12 – Performance Validation Requirements Exhibit 13 – Subcontractors Exhibit 13 – Schedule A Definitions Initial Subcontractors/Subconsultants Information Exhibit 13 – Schedule B Current Membership Utilization Profile for Task/Project Work Exhibit 13 – Schedule C Final Subcontracting Report And Letter Of Intent Exhibit 14 – Non-Disclosure and Ownership of Quartz Parent Entities Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Confidentiality Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities The City and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”) dated Contractor agree as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.follows:

LIST OF EXHIBITS. Exhibit A Definitions 9.1(c) Form of Transition Services Agreement Exhibit B 9.1(d) Form of Galvanizing and Fabrication Agreement Exhibit 9.1(e) Form of Lease Agreement Exhibit 9.2(d) Form of Company Certificate Exhibit 9.2(h) Form of Company's Counsel Opinion Exhibit 9.2(j)(i) Form of Bill of Sale Exhibit 9.2(j)(ii) Form of Assignment and Assumxxxxn Agreement LIST OF SCHEDULES Schedule 2.4(b)(ii) Current Membership Liabilities Schedule 3.3 Allocation of Purchase Price Schedule 4.3 Restrictions and Ownership of Quartz Parent Entities Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals 4.4(a) Owned Real Property Schedule 2.6(a4.4(b) Financial Statements Leased Real Property Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 4.5 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Exceptions Schedule 4.6 Title to Assets Financial Statement Exceptions Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material 4.8 No Undisclosed Liabilities Schedule 4.9 Litigation Absence of Certain Changes Schedule 4.10(a) Material 4.10 Legal Proceedings Schedule 4.11 Compliance with Law Schedule 4.12 Company Contracts Schedule 4.10(b4.13 Insurance Policies Schedule 4.14 Environmental, Health and Safety Matters Schedule 4.15(a) Material Contracts; Consents Intellectual Property Schedule 4.12(q4.15(b) Audit or Investigation Company Software Schedule 5.2(b4.16 Transactions with Affiliates Schedule 4.18(a) Consents Major Suppliers Schedule 4.18(b) Major Customers Schedule 4.19(a) Accounts Receivable Schedule 4.20 Licenses and Approvals This EXCHANGE Permits Schedule 4.21 Brokers Schedule 4.22 Product and Service Warranties Schedule 6.12 Company Trademarks and Tradenames Schedule 8.1 All Officers and Employees Schedule 8.2 Company Benefit Plans Schedule 8.3 Labor Relations Schedule 8.4(a) Employees ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.------------------------

LIST OF EXHIBITS. Exhibit A Definitions A: Plan Summary Term Sheet Exhibit B Current Membership and Ownership B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Fairholme Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Quartz Parent Entities Approval Order Exhibit C Phase G: Form of Warrant Agreement Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: Form of Equity Commitment Letter Exhibit L: Form of Escrow Agreement Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors Defined Term Page 2006 Bank Loan 66 Acceptable LC 65 Additional Financing 54 Additional Sales Period. 66 Adequate Reserves 22 Affiliate 66 Agreement 1 Anticipated Membership Debt Paydowns 55 Approval Motion 28 Approval Order 28 Asset Sales 55 Backstop Commitment. 6 Backstop Consideration 7 Backstop Investors 48 Bankruptcy Cases. 1 Bankruptcy Code 1 Bankruptcy Court 1 Brazilian Entities 66 Bridge Securities 49 Brookfield Consortium Member 66 Brookfield Equity Commitment Letter 65 Business Day 66 Capital Raising Activities 29 Cash Equivalents 66 Chapter 11 1 Claims 67 Closing 3 Closing Date. 3 Closing Date Net Debt 67 Closing Date Net Debt W/O Reinstatement Adjustment and Ownership of Quartz Parent Permitted Claims Amounts 67 Closing Funding Certification. 83 Closing Restraint 64 CMPC 5 Code 16 Commitment Amount 47 Common Stock. 1 Company 1 Company Benefit Plan 68 Company Board 68 Company Disclosure Letter 8 Company Ground Lease Property 20 Company Mortgage Loan 21 Company Option Plans 9 Company Properties 18 Company Property 18 Company Property Lease 20 Company Rights Offering 4 Company SEC Reports 13 Competing Transaction 68 Conclusive Net Debt Adjustment Statement 68 Confidentiality Agreement. 30 Confirmation Order 52 Confirmed Debtors. 76 Contract 69 Conversion Shares 69 Corporate Level Debt 69 Dealer Manager 48 Debt 69 Debtors 1 Designation Conditions 3 DIP Loan 69 Disclosure Statement 69 Disclosure Statement Order 52 Dispute Notice 42 Disputed Items 42 Effective Date 3 Eligible Holder 6 Encumbrances 18 Environmental Laws 15 Equity Exchange 1 Equity Financing 83 Equity Provider 65 Equity Securities 10 ERISA 69 ERISA Affiliate 16 Escrow Agreement 65 Escrow Agreements 65 Excess Surplus Amount 69 Exchangeable Notes 70 Excluded Claims 70 Excluded Non-US Plans 17 Expiration Time 6 Fairholme Agreement 2 Fairholme Investors 2 Fairholme/Pershing Agreements 2 Fairholme/Pershing Backstop Commitment 7 Fairholme/Pershing Investors 2 Foreign Plan 17 Fully Diluted Basis 71 Funding Document 79 GAAP 71 GGO 2 GGO Agreement 36 GGO Backstop Limit 6 GGO Board 36 GGO Common Share Amount 71 GGO Common Stock 4 GGO Minimum Allocation Right 6 GGO Note Amount 71 GGO Per Share Purchase Price 6 GGO Promissory Note 72 GGO Purchase Price 72 GGO Representative 4 GGO Rights Offering 5 GGO Rights Offering Shares 5 GGO Setup Costs 72 GGO Share Distribution 5 GGO Shares 72 GGO Warrants 29 GGP. 1 GGP Backstop Rights Offering 48 GGP Backstop Rights Offering Amount 48 Governmental Entity 72 Hazardous Materials 16 Xxxxxx Agreement 72 Xxxxxx Amount 72 Xxxxxx Heirs Obligation. 73 Identified Assets. 4 Indebtedness 73 Indemnified Person 61 Indemnity Cap 43 Initial Investors 50 Joint Venture 73 Knowledge 73 Law 73 Liquidity Equity Issuances 73 Liquidity Target 54 Material Adverse Effect 73 Material Contract 74 Material Lease 21 Measurement Date 9 Most Recent Statement 18 MPC Assets 75 MPC Tax Reserve 75 MPC Taxes. 75 Net Debt Deficiency Amount 75 Net Debt Excess Amount 75 New Common Stock 1 New Debt 54 New Warrants 28 Non-Controlling Properties 75 NYSE 30 Offering Premium 75 Operating Partnership 76 Other Sponsor 79 PBGC 16 Per Share Purchase Price 3 Permitted Claims 76 Permitted Claims Amount 76 Permitted Title Exceptions 18 Pershing Investors 2 Person 76 Petition Date. 1 Plan 1 Plan Debtors 76 Plan Summary Term Sheet 1 PMA Claims. 76 Preliminary Closing Date Net Debt Review Deadline 76 Preliminary Closing Date Net Debt Review Period 76 Preliminary Closing Date Net Debt Schedule 42 Proceedings 61 Proportionally Consolidated Debt. 77 Proportionally Consolidated Unrestricted Cash. 77 Proposed Approval Order 28 Proposed Securities 31 Purchase Notice 7 Purchase Price 3 Purchaser 1 Purchaser Board Designees. 34 Purchaser Debt Holdings 69 Purchaser GGO Board Designees 36 Record Date 6 Refinance Cap 57 Reinstated Amounts 54 Reinstatement Adjustment Xxxxxx 00 Xxxxxxxxxxxxx Xxxxxx. 77 REIT 23 REIT Subsidiary. 23 Release Date. 47 Reorganized Company 1 Reorganized Company Organizational Documents 40 Reserve 76 Reserve Surplus Amount 77 Resolution Period 42 Right 6 Rights Agreement 77 Rights Offering Election 3 Xxxxx Bonds 78 Rule 144 45 Sales Cap 56 SEC 13 Securities Act 13 Share Cap Number 55 Share Equivalent 78 Shares 3 Significant Subsidiaries 78 Stockholder Protection Agreement 75 Subscribing Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members 31 Subscribing Entity 31 Subscription Agent. 6 Subscription Right 31 Subsidiary 78 Synthetic Lease Obligation 73 Target Net Debt. 78 Tax Protection Agreements. 78 Tax Return 23 Taxes 23 Termination Date 78 Termination Date Extension Notice. 78 Total Unsubscribed Shares 7 Transactions 79 Transfer 45 TRUPS 79 Unrestricted Cash 79 Unsecured Indebtedness. 79 Unsubscribed Shares 6 UPREIT Units 80 Warrant Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the 28 Warrants 28 “Agreement”) dated as of May 1), 2020, is by and among Xxxxxxxxx Lutheran Health Systembetween General Growth Properties, Inc., a Wisconsin nonstock Delaware corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHCGGP”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.)REP Investments LLC, a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes Delaware limited liability company (“QHPC” and together with QHCits permitted assigns, the “Quartz Parent Entities” and each individually, a “Quartz Parent EntityPurchaser”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit A Definitions - Assignment and Assumption of Contracts Exhibit A-1 - Assignment and Assumption of Leases Exhibit B Current Membership and Ownership - Assignment of Quartz Parent Entities Intellectual Property Exhibit C Phase 1 Anticipated Membership and Ownership - Xxxx of Quartz Parent Entities Sale Exhibit D Phase 2 Anticipated Membership and Ownership D-1 - Employment Agreement Exhibit D-2 - Specific Terms of Quartz Parent Entities Employment Agreements Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities - Escrow Agreement Exhibit F Intentionally Omitted - New Maquila Contract Exhibit G Second Amended and Restated Bylaws G-1 - Non-Competition Agreement Exhibit G-2 - Specific Terms of QHPC Non-Competition Agreements Exhibit H Second Amended and Restated Members Agreement of QHPC - Contingent Additional Consideration Statement Exhibit I Substantive Terms - Opinion Letter of the Phase 2 Related Agreements Seller's Counsel Exhibit J Substantive Terms - Opinion Letter of the Phase 3 Related Agreements Buyer's Counsel Exhibit K AHC Knowledge - Form of Closing Working Capital Statement Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities - Stockholders' Pro Rata Shares and the Legacy Owners Addresses Exhibit M Registration Rights Agreement LIST OF SCHEDULES Schedule 2.2(b1.01 - Calculation of Phoenix Short Term Incentive Plan for Two Months Ending February 28, 2005 Schedule 2.01(a)(i) Consents - List of Tangible Personal Property Schedule 2.01(a)(v) - List of Assigned Contracts Schedule 2.01(a)(vii) - List of all Customer and Industry Approvals and/or Certifications Schedule 3.1 Due Organization Schedule 2.3(b2.01(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to - Excluded Assets Schedule 2.7 Certain Changes or Events 3.01(a) - List of Seller's Authorized Jurisdictions Schedule 3.7(a3.01(b) Financial Statements - List of Duly Elected Officers and Directors of Seller Schedule 2.8 Litigation Schedule 3.7(b3.03(a) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; - List of Contracts Requiring Consents Schedule 3.9 Litigation 3.03(b) - List of Required Governmental Authorizations Schedule 3.10(a3.05(a) Material - List of Existing Liens Schedule 3.05(b) - Seller's Booked and Confirmed Orders Schedule 3.07 - Revised Fiscal 2005, 2006 and 2007 Budgets Schedule 3.10 - List of Permits, Licenses, Etc. Schedule 3.11 - List of Income Tax Returns Schedule 3.12(b) - List of Leased Real Property Schedule 3.12(i) - List of Seller's Real Property Permits Schedule 3.13(a) - List of Patents, etc. Schedule 3.13(b) - List of Trademarks, etc. Schedule 3.13(c) - List of Copyrights, etc. Schedule 3.13(e) - List of IP Licenses Schedule 3.13(f)(i) - Description of Computer System Used in the Business Schedule 3.13(f)(ii) - List of Commercial Software Schedule 3.13(f)(iii) - List of IP Documents Schedule 3.15(a) - List of Inventory Locations Schedule 3.15(b) - List of Product Types and Product Lines Schedule 3.17 - List of Contracts Schedule 3.10(b3.19 - List of Bank Accounts, etc. Schedule 3.20 - List of Insurance Policies Schedule 3.22 - Description of Product Warranties Schedule 3.25(a) Material Contracts; Consents - List of Employee Benefit Plans Section 3.27(b) - List of Environmental, Health and Safety Government Authorizations Schedule 3.12(q3.28(a) Audit or Investigation - Description of Related Party Relationships Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b3.28(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals - Indebtedness with Affiliates ASSET PURCHASE AGREEMENT This EXCHANGE ASSET PURCHASE AGREEMENT (this "AGREEMENT") is entered into on April 18, 2005 (the “Agreement”"EXECUTION DATE") dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health Systembetween XXXXXXXX BELT COMPANY, Inc., a Wisconsin nonstock an Arizona corporation (“GHS”"SELLER"); XXXXXXX XXXXXXX, University Health CareXXXX XXXXX, Inc.XXXXX XXXXX, a Wisconsin nonstock corporation XXXXX XXXXXXXX, XXXX XXXXXXXX and XXXXX XXXXXXX (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”"STOCKHOLDER" and collectively, "STOCKHOLDERS"), Aurora Health Care, Inc.; and XXXXXXXX DELAWARE ACQUISITION COMPANY, a Wisconsin nonstock Delaware corporation (“AHC”"BUYER"). Buyer, Quartz Holding Company, Seller and Stockholders are referred to collectively herein as the "PARTIES." Xxxxxxx Xxxxxxx is also joined as a Wisconsin corporation organized under Chapter 180 party to this Agreement solely to accept the duties herein of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings "SELLERS' AGENT" set forth in Exhibit A attached Section 10.16, and in his individual capacity to this Agreement, which is incorporated in this Agreement as if fully set forth the extent expressly provided herein.

LIST OF EXHIBITS. Exhibit A Definitions 1 Project Scope Exhibit B Current Membership and Ownership 2 Appendix 1 DB Contractor’s Proposal Commitments Appendix 2 ATCs Exhibit 3 Appendix 1 List of Quartz Parent Entities Reference Information Documents Appendix 2 Portions of Reference Information Documents Incorporated in the Contract Documents for Purposes of DB Contractor Relief Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities 4 CMC Amendments Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities 5 Job Training Plan Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities 6 DBE Performance Plan Exhibit F Intentionally Omitted 7 Prevailing Wage Rates Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related 8 DB Contractor Obligations related to Project-Specific Third-Party Agreements Exhibit J Substantive Terms 9 Allowances Exhibit 10 Maximum Payment Schedule Exhibit 11 Maximum Reimbursement Amounts for Eminent Domain Assistance Exhibit 12 Forms of the Phase Bonds Appendix 1 Form of Performance Bond Appendix 2 Form of Payment Bond Appendix 3 Related Agreements Form of Warranty Bond Exhibit K AHC Knowledge 13 Form of Guaranty Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes 14 Change Order Forms Appendix 1 Form of Request for Change Order Appendix 2 Form of Change Order Exhibit 15 Liquidated Damages for Lane Closures Exhibit 16 Noncompliance Points Provisions Exhibit 17 Key Subcontractors Exhibit 18 Key Personnel Exhibit 19 Initial Designation of Authorized Representatives Exhibit 20 Disputes Resolution Requirements Exhibit 21 Operating Procedures Exhibit 22 Disputes Review Panel Agreement This Design-Build Agreement (this “Design-Build Agreement” or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT “DBA”), dated as of [●], 2019 (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHSEffective Date”), University Health Care, Inc.is entered into by and between: TxDOT: Texas Department of Transportation, a Wisconsin nonstock public agency of the State of Texas And DB Contractor: [●], a [Insert appropriate bracketed text, and delete all bracketed text that is not applicable] [corporation organized and existing under the laws of the State of [●]] [limited liability company (“UHC”)LLC) organized and existing under the laws of the State of [●]] [partnership, Iowa Health System d/b/a UnityPoint Healthconsisting of [insert partner names and any organizational form]] [joint venture, consisting of [●] and [●]] [an Iowa nonprofit corporation (“UPH” and together with UHC and GHSindividual or sole proprietorship owned by [●]], the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 location of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth hereinwhose principal office is: [Address] [Address].

LIST OF EXHIBITS. Exhibit A Definitions List of Members together with Members’ (i) Notice Information, (ii) Membership and Percentage Interests, (iii) Initial Capital Contributions and (iv) Beginning Capital Account Balances Exhibit A-1 (JV1) List and Valuation of JV1 Projects Exhibit A-1 (JV2) List and Valuation of JV2 Projects Exhibit A-2 JV2 Strategic Plan Exhibit A-3 Forestry Management – JV2 Properties Exhibit A-4-A Base Management Fees Exhibit A-4-B (JV1) JV1 Incentive Management Fees Exhibit A-4-B (JV2) JV2 Incentive Management Fees Exhibit A-5 Indebtedness Exhibit A-6 JV2 Project Subsidiaries Exhibit A-7 JV2 East Edisto Dorchester Projects Exhibit B Current Membership List of JV1 and Ownership of Quartz Parent Entities JV2 Directors Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities JV2 Management Obligations Exhibit D Phase 2 Anticipated Membership Tax Matters Exhibit E-1 Charleston County Development Agreement Parameters Exhibit E-2 East Edisto/Xxxxxx Xxxx Density Agreements and Ownership of Quartz Parent Entities Conservation Agreements Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities E-3 Dorchester County Density Restriction Map Exhibit E-4 Approved Conservation Easement Parameters Exhibit E-5 Charleston County Development Agreement Exhibit E-6 Ducks Unlimited Financial Offer Exhibit F Intentionally Omitted Sale Thresholds Exhibit G Second Amended and Restated Bylaws of QHPC Insurance Requirements Exhibit H Second Amended and Restated Members Agreement of QHPC Financial Reporting Exhibit I Substantive Terms of the Phase 2 Related Agreements Joinder Agreement Exhibit J Substantive Terms Designated Map Area [—] LLC (AMENDED AND RESTATED AS OF [—], 2013) THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT [—] LLC (the “AgreementCompany”) dated is made and effective as of May 1[—], 20202013, is by and among Xxxxxxxxx Lutheran Health SystemMWV Community Development, Inc., a Wisconsin nonstock Delaware corporation (“GHSCDLM”), University Health Care, Inc.Plum Creek Land Company, a Wisconsin nonstock Delaware corporation (“UHCPlum”), Iowa Health System d/b/each as members of the Company (each of such parties, for so long as they remain members, and any other Person that may hereafter become a UnityPoint Healthmember of the Company in accordance with the provisions of this Agreement, an Iowa nonprofit a “Member” and collectively, the “Members”) and, solely for purposes of Sections 4.6, 4.7, 4.8 and 13.7, Article 14 and Article 15, MeadWestvaco Corporation, a Delaware corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy OwnerMWV”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit A Definitions Statement of Work (STRTP) Exhibit A-1 STRTP Reference Links Exhibit A-2 STRTP Service Delivery Sites Exhibit A-3 Criminal Record Exemption Notification Exhibit A-4 Notification of Subsequent Arrest, Conviction, Probation, or Parole Violation Exhibit A-5 Special Incident Reporting Guide (SIR) for Xxxxxx Care Placement Services Providers Exhibit A-6 STRTP Monthly Utilization Self-Report Template Exhibit A-7 Safety Performance Outcome Summary Exhibit A-8 Permanency Performance Outcome Summary Exhibit A-9 Access to Effective and Caring Services/Well-Being Performance Outcome Summary Exhibit A-10 STRTP Discharge Summary Exhibit A-11 Provider Needs and Service Plan Exhibit A-12 Intentionally Left Blank Exhibit A-13 STRTP Plan of Operation and Program Statement Exhibit A-14 STRTP Facility License(s) Exhibit A-15 STRTP Rate Letter Exhibit A-16 Transfer of Medication Form Exhibit B Current Membership and Ownership of Quartz Parent Entities Line Item Budget Exhibit C Phase Office of Management and Budget (OMB) Title 2 Code of Federal Regulations (CFR) Chapter I, Chapter II, Part 200 et. al and 2 CFR 1.100, Title 2, Part 1 Anticipated Membership Exhibit C-1 Department of Auditor-Controller Contract Accounting and Ownership Administration Handbook Exhibit C-2 Auditor-Controller/Department of Quartz Parent Entities Children and Family Services/Probation Department Fiscal Audit Phases, Fiscal Audits of Xxxxxx Care Services Contractors Exhibit C-3 Short-Term Residential Therapeutic Program Cost Report (Form SR 3) Exhibit C-4 Semi-Annual Expenditure Reports: Payroll and Fringe Benefit Report (Form SR 4) and Federal Revenue Certification (Form SR 9) Exhibit D Phase 2 Anticipated Membership Contractor Acknowledgment and Ownership Confidentiality Agreement Exhibit D-1 Contractor Employee Acknowledgment and Confidentiality Agreement Exhibit D-2 Contractor Non-Employee Acknowledgment and Confidentiality Agreement Exhibit D-3 Confidentiality of Quartz Parent Entities Criminal Offender Record Information Exhibit E Phase 3 Anticipated Membership Statement of Dangerous Behaviors and Ownership California Department of Quartz Parent Entities Social Services Child Welfare Services Manual Section 31- 405 Exhibit F Intentionally Omitted IRS Notice 1015 - Notice to Employees Regarding Federal Earned Income Credit Exhibit G Second Amended and Restated Bylaws of QHPC Payment Resolution Notification Exhibit H Second Amended and Restated Members Agreement of QHPC Overpayment Policy Exhibit I Substantive Terms Contractor’s Certification of the Phase 2 Related Agreements Compliance with Child, Spousal and Family Support Orders Exhibit J Substantive Terms Contractor’s Certification of the Phase 3 Related Agreements Compliance with all Federal and State Employment Reporting Requirements Exhibit K AHC Knowledge Contractor’s Equal Employment Opportunity Certification Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning Charitable Contributions Certification Exhibit M Certification of Compliance with the Quartz Parent Entities County’s Defaulted Property Tax Reduction Program Exhibit N Contract Investigation/Monitoring/Audit Remedies and Procedures Exhibit O Federal Debarment and Suspension Certification Form Exhibit P Contractor’s Compliance with Encryption Requirements Form Exhibit Q Zero Tolerance Human Trafficking Policy Certification Form Exhibit R Contractor’s Certification of Compliance with Background and Security Investigations Exhibit S Safely Surrendered Baby Law Exhibit T County of Los Angeles Contractor Employee Jury Service Program Certification Form Exhibit U County’s Administration Form Exhibit V Contractor’s Administration Form Exhibit W Sample Report on Outside Employment Activities Exhibit W-1 Sample Report on Conflict of Interest Exhibit X Discharge Outcome and Placement Stability Report This is the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title Short-Term Residential Therapeutic Program Master Contract for Xxxxxx Care Placement Services (hereinafter referred to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the as “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent EntityContract”). The Legacy OwnersThis Contract is made and entered into this day of , AHC 2019 by and the Quartz Parent Entities are sometimes between County of Los Angeles hereinafter referred to herein individually as a “PartyCOUNTY” and together hereinafter referred to as the “PartiesCONTRACTOR”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit A Definitions A-1 Form of Key Employee Employment Agreement (Rxxxxx Xxxxxxxx) Exhibit B Current Membership A-2 Form of Key Employee Employment Agreement (Nicolas Raspal) Exhibit A-3 Form of Key Employee Employment Agreement (Jxx Xxxxxxxx) Exhibit B-1 Form of Key Employee Non-Competition Agreement (The Founders) Exhibit B-2 Form of Key Employee Non-Competition Agreement (Jxx Xxxxxxxx) Exhibit C-1 Form of Investor Non-Solicitation Agreement (Investors other than The Bulb LLC) Exhibit C-2 Form of Investor Non-Solicitation Agreement (The Bulb LLC) Exhibit D-1 Form of Retention Agreement (The Founders) Exhibit D-2 Form of Retention Agreement (Other Non-U.S. Employees) Exhibit D-3 Form of Retention Agreement (Jxx Xxxxxxxx and Ownership other U.S. Employees) Exhibit E-1 Form of Quartz Parent Entities Restricted Stock Unit Agreement (The Founders) Exhibit C Phase 1 Anticipated Membership and Ownership E-2 Form of Quartz Parent Entities Restricted Stock Unit Agreement (Other Non-U.S. Employees) Exhibit D Phase 2 Anticipated Membership and Ownership E-3 Form of Quartz Parent Entities Restricted Stock Unit Agreement (Jxx Xxxxxxxx) Exhibit E Phase 3 Anticipated Membership and Ownership E-4 Form of Quartz Parent Entities Restricted Stock Unit Agreement (Other U.S. Employees) Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws Form of QHPC Exhibit H Second Amended and Restated Members Escrow Agreement Accounts Receivable 21 Escrow Amount 6 Affiliate 2 Escrow Sum 13 Affiliate Transaction 2 Estimated Net Working Capital 14 Agreement 1 Estimated Transaction Expenses 14 Articles of QHPC Exhibit I Substantive Terms of the Phase Association 2 Related Agreements Exhibit J Substantive Terms of the Phase FCPA 39 Building(s) 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b20 Business 1 Founders 6 Business Day 3 Founders Warrants 6 Buyer 1 Governmental Body 6 Buyer Related Parties 3 Governmental Permits 6 CARPA 13 Guaranteed Obligation(s) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) 6 Cash and Cash Equivalents 3 Hazardous Wastes 7 Closing 3 Historic Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) 20 Closing Date 1 Indebtedness 7 Closing Net Working Capital 14 Independent Accountants 15 Closing Statement Review 14 Infringe 8 Closing Transaction Expenses 14 Infringement 8 Code 3 Intellectual Property 8 Company 1 Intellectual Property Rights 8 Company Employee Benefit Plans 35 Interim Financial Statements Schedule 4.7(b20 Company Intellectual Property 4 Investor Non-Solicitation Agreements 2 Company Products 4 Investors 1 Company Registered Intellectual Property 4 Jxxxx Day Fees 13 Company Services 31 Key Employee Employment Agreements 1 Company Sites 31 Key Employee Non-Competition Agreement 1 Company Technology 4 Key Employees 8 Confidential Information 4 Knowledge 8 Consultant Proprietary Information Agreement 29 Leased Real Property 26 Contaminants 31 Liabilities 8 Contract 4 Losses 9 Contributor 29 Material Adverse Effect 9 Court Order 4 Material Contract 24 Current Assets 5 Moral Rights 9 Current Liabilities 5 Net Working Capital 9 Disclosure Schedules 17 OFAC 38 EAR 38 Official 39 Employee Benefit Plan 5 Open Source Software 30 Employee Proprietary Information Agreement 29 Other Employees 9 Encumbrance 5 Other Purchase Agreement 1 Environmental and Safety Requirements 37 Other Seller Sale Shares 1 Environmental Laws 5 Other Sellers 1 Equitable Exceptions 16 Parties 9 ERISA 6 Party 9 ERISA Affiliate 6 Permitted Exception 9 Escrow Agent 6 Permitted Substances 10 Escrow Agreement 6 Person 10 Personally Identifiable Information 31 Preparation and Audit 10 Purchase Price 12 Subsidiary(ies) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE 11 Reference Balance Sheet 20 Target Net Working Capital 11 Reference Balance Sheet Date 20 Tax 11 Registered Intellectual Property 10 Tax Return 11 Requirements of Laws 10 Taxes 11 Restricted Stock Unit Agreements 2 Technology 11 Restricted Stock Unit Recipients 2 Third Party Claim 47 Retention Agreements 2 Total Exercise Price 11 Sale Shares 1 Trademarks 8 Seller 1 Transaction Documents 11 Sellers’ Percentage 10 Transaction Expenses 12 Sellers’ Representatives 10 Transactions 12 Shareholders Agreement 11 Transfer Taxes 42 Shares 1 US GAAP 12 Shrink-Wrap Code 11 US Subsidiary 12 Standard Form Agreements 28 User Documentation 12 THIS STOCK PURCHASE AGREEMENT (the “Agreement”) dated is entered into as of May 1October 13, 20202015 (the “Closing Date”), is by and among Xxxxxxxxx Lutheran Health SystemZendesk, Inc., a Wisconsin nonstock Delaware corporation (“GHSBuyer”), University Health CareWe Are Cloud, Inc.SAS, a Wisconsin nonstock French corporation (the “UHCCompany”), Iowa Health System d/b/the sellers listed on the signature pages hereto (each a UnityPoint Health, an Iowa nonprofit corporation (“UPHSeller” and together with UHC and GHScollectively, the “Legacy Owners” Sellers”) and each individuallyMxx. Xxxxxx Xxxxxxxx and Axxxx Capital Partners, a “Legacy Owner”)represented by Mx. Xxxxxx Xxxx, Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth hereinSellers’ Representatives.

LIST OF EXHIBITS. Exhibit EXHIBIT A Definitions Exhibit B Current Membership and Ownership of Quartz Parent Entities Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Company Agreement of QHPC Exhibit I Substantive Terms The Amalgamated Sugar LLC EXHIBIT B Officers of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Amalgamated EXHIBIT C Financial Statements Schedule 3.3(bRELATED TRANSACTION AGREEMENTS EXHIBIT D-1 Form of Office and Ground Lease EXHIBIT D-2 Indemnification and Post Closing Agreement EXHIBIT D-3 Form of Limited Recourse Promissory Note EXHIBIT D-4 Form of Non-Recourse Promissory Note EXHIBIT D-5 Form of Limited Recourse Pledge Agreement EXHIBIT D-6 Form of Pledge Agreement (Non-Recourse Note) Conflicts Schedule 2.6(bEXHIBIT D-7 Form of Indemnification Pledge Agreement EXHIBIT D-8 Four Forms of Memorandum of Agreement between Sugarbeet Growers and Amalgamated EXHIBIT E Directors of Snake River EXHIBIT F Form of Employment Agreement LIST OF SCHEDULES ----------------- SCHEDULE 1(D) Financial Statements; Material Personal Property and Interests SCHEDULE 2.3 Excluded Liabilities Schedule 3.6 Title SCHEDULE 3 General Exceptions to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(aRepresentations and Warranties of Amalgamated SCHEDULE 3.8 Undisclosed Liabilities SCHEDULE 3.10(A) Financial Statements Schedule 2.8 Litigation Schedule 3.7(bReal Property SCHEDULE 3.10(B) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Leased Real Property SCHEDULE 3.11 Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule SCHEDULE 3.12 Powers of Attorney SCHEDULE 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents Pending Litigation SCHEDULE 3.14 Noncompliance with the Environmental, Health, and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title Safety Laws SCHEDULE 3.15 Employee Benefit Plans SCHEDULE 4 Exceptions to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents Representations and Approvals This EXCHANGE Warranties of Snake River FORMATION AGREEMENT ------------------- THIS FORMATION AGREEMENT (the “this "Agreement”" or this "Formation Agreement") dated is made as of May 1January , 20201996, is by and among Xxxxxxxxx Lutheran Health Systembetween SNAKE RIVER SUGAR COMPANY, Inc., a Wisconsin nonstock corporation -- an Oregon cooperative (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”`Snake River''), and Quartz Health Plan Corporation THE AMALGAMATED SUGAR COMPANY, a Utah corporation (f/k/a Xxxxxxxxx Health Plan, Inc.`Amalgamated''), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHCand, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC upon its formation and the Quartz Parent Entities are sometimes referred to herein individually as execution and delivery of a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached counterpart to this Agreement, which is incorporated THE AMALGAMATED SUGAR LLC, a Delaware limited liability company (the `Company''). Together, Snake River, Amalgamated and the Company shall be referred to in this Agreement as if fully set forth hereinthe `Parties.'' Capitalized terms not otherwise defined in this Agreement have the meaning ascribed to such terms in Article I.

LIST OF EXHIBITS. Exhibit A Definitions A-1 Exhibit B Current Membership A-1 Leases Exhibit A-2 Exhibit A-2 Leases Exhibit B-1 Exhibit B-1 Xxxxx Exhibit B-2 Exhibit B-2 Xxxxx Exhibit C-1 Exhibit C-1 Contracts Exhibit C-2 Exhibit C-2 Contracts Exhibit D-1 Form of Assignment, Xxxx of Sale and Ownership Conveyance — 100% Assets Exhibit D-2 Form of Quartz Parent Entities Exhibit C Phase 1 Anticipated Membership Assignment, Xxxx of Sale and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Conveyance — 50% Assets Exhibit E Phase 3 Anticipated Membership Form of Assignment and Ownership of Quartz Parent Entities Assumption Agreement Exhibit F Intentionally Omitted Affidavit of Non-Foreign Status Exhibit G Second Amended and Restated Bylaws of QHPC Indemnification Agreement Exhibit H Second Amended and Restated Members Form of Operating Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Transition Services Agreement Exhibit J Substantive Terms of the Phase 3 Related Agreements Piper Petroleum Stock Purchase Agreement Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners PGR Partners Interest Purchase Agreement Schedule 2.2(b1.6(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title to Excluded Assets Schedule 2.7 Certain Changes 2.2 Allocated Values Schedule 4.4 Preferential Rights and Consents Schedule 6.6 Pending or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Threatened Litigation Schedule 3.7(b) Financial Statements; Material Liabilities 6.8 Capital Projects Schedule 2.9 Material Contracts; Consents 6.9 Taxes Schedule 3.9 Litigation 6.10 Audits Schedule 3.10(a) Material 6.15 Suspense Accounts Schedule 6.16 Well Status Schedule 6.17 Hedging Contracts Schedule 3.10(b8.1(b) Material Contracts; Consents Existing Drilling Plan Schedule 3.12(q15.11(a) Audit or Investigation Seller’s Knowledge Representatives Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents 15.11(b) Buyer’s Knowledge Representatives This Purchase and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT Sale Agreement (the “Agreement”) dated as of May 1, 2020), is dated this 23rd day of July, 2010, by and among Xxxxxxxxx Lutheran Health System, Inc.between Delta Petroleum Corporation, a Wisconsin nonstock Delaware corporation (“GHSSeller”), University Health Carewhose address is 000 00xx Xxxxxx, Inc.Xxxxx 0000, Xxxxxx, XX 00000, and Wapiti Oil & Gas, L.L.C., a Wisconsin nonstock corporation Delaware limited liability company (“UHCBuyer”), Iowa Health System d/b/a UnityPoint Healthwhose address is 000 Xxxxxxx, an Iowa nonprofit corporation (“UPH” Xxxxx 0000, Xxxxxxx, Xxxxx 00000, with Buyer and together with UHC Seller collectively and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes individually referred to herein individually as a “Party” and together as the “Parties” or the “Party”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.

LIST OF EXHIBITS. Exhibit A Definitions 1 Project Scope Exhibit B Current Membership and Ownership 2 Appendix 1 DB Contractor’s Proposal Commitments Appendix 2 ATCs Exhibit 3 Appendix 1 List of Quartz Parent Entities Reference Information Documents Appendix 2 Portions of Reference Information Documents Incorporated in the Contract Documents for Purposes of DB Contractor Relief Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities 4 CMC Amendments Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities 5 Job Training Plan Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities 6 DBE Performance Plan Exhibit F Intentionally Omitted 7 Prevailing Wage Rates Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related 8 DB Contractor Obligations related to Project-Specific Third-Party Agreements Exhibit J Substantive Terms 9 Allowances Exhibit 10 Maximum Payment Schedule Exhibit 11 Maximum Reimbursement Amounts for Eminent Domain Assistance Exhibit 12 Forms of the Phase Bonds Appendix 1 Form of Performance Bond Appendix 2 Form of Payment Bond Appendix 3 Related Agreements Form of Warranty Bond Exhibit K AHC Knowledge 13 Form of Guaranty Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title 14 Change Order Forms Appendix 1 Form of Request for Change Order Appendix 2 Form of Change Order Exhibit 15 Liquidated Damages for Lane Closures Exhibit 16 Noncompliance Points Provisions Exhibit 17 Key Subcontractors Exhibit 18 Key Personnel Exhibit 19 Initial Designation of Authorized Representatives Exhibit 20 Disputes Resolution Requirements Exhibit 21 Operating Procedures Exhibit 22 Disputes Review Panel Agreement Texas Department of Transportation - iii - Addendum #1 to Assets Schedule 2.7 Certain Changes Request for Proposals I-2/I-69C Interchange Project Design-Build Agreement January 2, 2019 This Design-Build Agreement (this “Design-Build Agreement” or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT “DBA”), dated as of [●], 2019 (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHSEffective Date”), University Health Care, Inc.is entered into by and between: DB Contractor: [●], a Wisconsin nonstock [Insert appropriate bracketed text, and delete all bracketed text that is not applicable] [corporation organized and existing under the laws of the State of [●]] [limited liability company (“UHC”)LLC) organized and existing under the laws of the State of [●]] [partnership, Iowa Health System d/b/a UnityPoint Healthconsisting of [insert partner names and any organizational form]] [joint venture, consisting of [●] and [●]] [an Iowa nonprofit corporation (“UPH” and together with UHC and GHSindividual or sole proprietorship owned by [●]], the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 location of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.whose principal office is: [Address]

LIST OF EXHIBITS. Exhibit A Definitions 1.3(a)(i) Form of Escrow Agreement Exhibit B Current Membership 5.2(d) Form of Release and Ownership Spousal Consent Exhibit 5.2(g) Form of Quartz Parent Entities Employment Agreement Exhibit C Phase 1 Anticipated Membership 5.2(h) Form of Related-Party Lease Agreement Exhibit 5.2(k)(i) Form of Accredited Investor Questionnaire Exhibit 5.2(k)(ii) Form of APR Unit Settlement Agreement Schedule 1.2 Estimate of Closing Date NWC; Closing Date Debt; Transaction Payments; Calculation of Cash Consideration and Ownership Stock Consideration Schedule 1.3 Wire Instructions; Closing Date Debt Payoff Amounts and Transaction Payments Schedule 1.7(a) Earnout Threshold Schedule 1.7(b) Calculation of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership Adjusted EBITDA Schedule 1.7(k) Calculation of Earnout Change in Control Event Schedule 2.1 Jurisdiction of Formation and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership Qualifications to Do Business Schedule 2.3 Investments and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended Subsidiaries; Prior Names Schedule 2.4 Capitalization; Equity Interest Agreements Schedule 2.5 Restrictions and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Conflicts; Consents Schedule 2.6 Real Property; Real Property Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals 2.7 Personal Property; Personal Property Contracts; Personal Property Leases; Title Exceptions Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) 2.8 Financial Statements Schedule 3.3(b) Conflicts 2.9 Undisclosed Liabilities; Known Long-Term Liabilities; Off-Balance Sheet Arrangements Schedule 2.6(b) Financial Statements2.10 Certain Changes and Events Schedule 2.11 Legal Proceedings and Potential Claims Schedule 2.13 Company Contracts; Material Consent and Notice Requirements Schedule 2.14 Tax Exceptions; Tax Returns Due Schedule 2.15 Directors, Officers, Employees and Independent Contractors; Employment Agreements Schedule 2.16 Company Benefit Plans Schedule 2.17 Labor Agreements; Labor Relations Schedule 2.18 Insurance Policies Schedule 2.19 Environmental, Health and Safety Matters Schedule 2.20 Intellectual Property; IP Agreements; Software; Software Agreements; Domain Names Schedule 2.21 Related Party Contracts; Transactions with Affiliates Schedule 2.22 Customers and Suppliers Schedule 2.23 Service Warranties and Defect Liabilities Schedule 3.6 Title to Assets 2.24 Accounts Receivable; Accounts Payable; Backlog; Outstanding Bids; Xxxxxxxx in Excess Schedule 2.7 Certain Changes or Events 2.26 Ethical Practices Schedule 3.7(a2.27 Bank Accounts Schedule 2.28 Powers of Attorney Schedule 2.29 Partners’ Brokers, Finders and Investment Bankers Schedule 2.31 Inventory Schedule 2.32 Surety Bonds and Agreements Schedule 2.34 Foreign Activities Schedule 2.35 Special Bid Requirements; Preferential Status Schedule 3.4 Purchasers’ Brokers and Dealers Schedule 4.6 Related Party Loans Schedule 5.2(c) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Pre-Closing Consents Schedule 3.9 Litigation 5.2(f) Terminated Related Party Contracts and Other Arrangements Schedule 3.10(a5.2(h) Material Contracts Related-Party Leases Schedule 3.10(b8.1(i) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities are sometimes referred to herein individually as a “Party” and together as the “Parties”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.Other Indemnified Matters

LIST OF EXHIBITS. Exhibit A Definitions June 30, 1998 Balance Sheet Exhibit B Current Membership and Ownership of Quartz Parent Entities B-1 Officer's Certificate Exhibit B-2 Secretary's Certificate Exhibit C Phase 1 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit D Phase 2 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit E Phase 3 Anticipated Membership and Ownership of Quartz Parent Entities Exhibit F Intentionally Omitted Exhibit G Second Amended and Restated Bylaws of QHPC Exhibit H Second Amended and Restated Members Agreement of QHPC Exhibit I Substantive Terms of the Phase 2 Related Agreements Exhibit J Substantive Terms of the Phase 3 Related Agreements Exhibit K AHC Knowledge Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning the Quartz Parent Entities and the Legacy Owners General Release LIST OF SCHEDULES Schedule 2.2(b) Consents Cash and Approvals Stock Allocation Schedule Schedule 2.3 Funded Indebtedness Schedule 2.4 Example of Purchase Price Adjustments and Funding Mechanics Schedule 3.1 Company's Capitalization Schedule Schedule 3.4A Certificate and Bylaws Schedule 3.4B Due Organization Schedule 2.3(b) Conflicts 3.5 Subsidiaries Schedule 3.2 Consents and Approvals Schedule 2.6(a) 3.7 Financial Statements Schedule 3.3(b) Conflicts 3.8A Certain Actions Schedule 2.6(b) Financial Statements; 3.8B Material Liabilities Schedule 3.6 Title to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Properties Schedule 3.10(a) Material Contracts 3.10 Licenses and Permits Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation 3.11 Intellectual Property Schedule 3.13 Tax Matters Insurance Schedule 4.1 Due Organization 3.14 Employee Benefit Plans Schedule 4.2 Consents 3.15 Contracts and Approvals Agreements Schedule 4.3(b3.16 Claims and Proceedings Schedule 3.18 Personnel Schedule 3.20 Accounts Receivable; Inventory Schedule 3.21 Bank Accounts Schedule 3.22 Agents Schedule 3.23 Warranties Schedule 3.25 Interest in Competitors, Suppliers, Customers, Etc. Schedule 3.26 Indebtedness with Officers, Directors and Stockholders Schedule 3.27 Information Furnished Schedule 7.1(e) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE Funded Indebtedness STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”this "AGREEMENT") dated is entered into as of May 1November 19, 20201998, is by and among Xxxxxxxxx Lutheran Health SystemGLOBAL IMAGING SYSTEMS, Inc.INC., a Wisconsin nonstock Delaware corporation (“GHS”the "BUYER"), University Health CareCAPITOL OFFICE SOLUTIONS, Inc.INC., a Wisconsin nonstock Delaware corporation (“UHC”the "COMPANY"), Iowa Health System d/b/a UnityPoint HealthXXXXXX XXXXX XXXXXXX XXXXXX FUND IV, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individuallyL.P., a “Legacy Owner”Delaware limited partnership ("GTCR IV"), Aurora Health Care, Inc., on behalf of itself and certain other Persons listed on the signature pages to this Agreement (GTCR IV and the other signatories shall be referred to herein each individually as a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of "GTCR PARTY" and collectively as the Wisconsin Statutes (“QHC”"GTCR PARTIES"), and Quartz Health Plan Corporation XXXXX XXXXXXXXX (f/k/a Xxxxxxxxx Health Plan"XXXXXXXXX"; Xxxxxxxxx, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent Entity”). The Legacy Owners, AHC and the Quartz Parent Entities GTCR Parties are sometimes referred to herein as the "STOCKHOLDERS" and each individually as a “Party” and together as the “Parties”"STOCKHOLDER"). Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.RECITALS --------

LIST OF EXHIBITS. Exhibit A Definitions Statement of Work (FFA) Exhibit A-1 Reference Links Exhibit A-2 Service Delivery Sites Exhibit A-3 Criminal Record Exemption Notification Exhibit A-4 Notification of Subsequent Arrest, Conviction, Probation or Parole Violation Exhibit A-5 Special Incident Reporting Guide for FFAs Exhibit A-6 FFA Monthly Utilization Report Template Exhibit A-6a FFA Monthly Newly Approved Resource Family/Disapproval Report Exhibit A-7 Safety Performance Outcome Summary Exhibit A-8 Permanency Performance Outcome Summary Exhibit A-9 Access to Effective and Caring Services/Well-Being Performance Outcome Summary Exhibit A-10 Discharge Summary for DCFS: Xxxxxx Family Agency Exhibit A-11 Provider Needs and Services Plan Template Exhibit A-12 Child Welfare History Review Form Exhibit A-12a Applicant’s Authorization for Release of Information Exhibit A-13 Xxxxxx Family Agency’s Plan of Operation and Program Statement Exhibit A-13a CDSS Resource Family Approval (RFA) Implementation Plan Approval Letter Exhibit A-14 FFA Facility License(s) Exhibit A-15 FFA Rate Letter Exhibit A-16 Transfer of Medication Form Exhibit A-17 Adoption License or MOU Exhibit A-18 Placement Coordinating Memorandum – Transgender Children/Non- Minor Dependents (NMD) in Out-of-Home Care Exhibit A-19 DCFS 561 (a) Medical Examination Form Exhibit A-20 DCFS 561 (b) Dental Examination Form Exhibit A-21 DCFS 561 (c) Psychological /Other Examination Form Exhibit A-22 Shared Responsibility Plan Exhibit A-23 Shared Responsibility Plan – Cover Sheet Exhibit A-24 DCFS 2281 Clothing Standard Exhibit A-25 LASC JUV010 Declaration in Support of Access to Juvenile Records Exhibit A-26 Grievance Review Hearing Request Exhibit A-27 Grievance Review Hearing Request (Spanish) Exhibit A-28 DCFS 709 Xxxxxx Child Needs and Case Plan Summary Exhibit A-29 Probation Child Welfare (PCW) Case Plan Exhibit A-30 Electronics For Youth in Residential Care Exhibit B Current Membership and Ownership of Quartz Parent Entities Line Item Budget Exhibit C Phase Office of Management and Budget (OMB) Title 2 Code of Federal Regulations (CFR), Part 200 and 2 CFR 1.100, title 2, Part 1 Anticipated Membership Exhibit C-1 Auditor-Controller Xxxxxx Family Agency Contract Accounting and Ownership Administration Handbook Exhibit C-2 Auditor-Controller/Department of Quartz Parent Entities Children and Family Services/Probation Department Fiscal/Audit Phases, Fiscal/Audits of FFA Xxxxxx Care Services Contractors Exhibit C-3 LA County Annual Revenue and Expenditure Report FFA Exhibit D Phase 2 Anticipated Membership Contractor Acknowledgment and Ownership Confidentiality Agreement Exhibit D-1 Contractor Employee Acknowledgment and Confidentiality Agreement Exhibit D-2 Contractor Non-Employee Acknowledgment and Confidentiality Agreement Exhibit D-3 Confidentiality of Quartz Criminal Offender Record Information Exhibit D-4 Resource Family Parent Entities Acknowledgment and Confidentiality Agreement Exhibit E Phase 3 Anticipated Membership Statement of Dangerous Behaviors and Ownership California Department of Quartz Parent Entities Social Services Child Welfare Services Manual, Section 31-405 Exhibit F Intentionally Omitted IRS Notice 1015 - Notice to Employees Regarding Federal Earned Income Credit (FEIC) Exhibit G Second Amended and Restated Bylaws of QHPC Payment Resolution Notification (COV 71) Exhibit H Second Amended and Restated Members Agreement of QHPC Overpayment Policy Exhibit I Substantive Terms Contractor’s Certification of the Phase 2 Related Agreements Compliance with Child, Spousal and Family Support Orders Exhibit J Substantive Terms Contractor’s Certification of the Phase 3 Related Agreements Compliance with all Federal and State Employment Reporting Requirements Exhibit K AHC Knowledge Contractor’s Equal Employment Opportunity Certification Exhibit L Quartz Knowledge Schedules Concerning AHC Schedules Concerning Charitable Contributions Certification Exhibit M Defaulted Property Tax Certification Form Exhibit N DCFS Xxxxxx Family Agency Contract Investigation/Monitoring/Audit Remedies and Procedures (As Amended on February 24, 2017) Exhibit O Federal Debarment and Suspension Certification Form Exhibit P Contractor’s Compliance with Encryption Requirements Form Exhibit Q Zero Tolerance Human Trafficking Policy Certification Form Exhibit R Certification of Compliance with Background Security Investigations Exhibit S Intentionally Left Blank Exhibit T County of Los Angeles Contractor Employee Jury Service Program Certification Form (Code 2.203) Exhibit U County’s Administration Exhibit V FFA Contractor’s Administration Exhibit W Sample Report on Outside Employment Exhibit W-1 Sample Report on Conflict of Interest Exhibit X Federal Award Information Exhibit Y COVID-19 Vaccination Certification of Compliance Exhibit Z Information Security and Privacy Requirements Exhibit AA Compliance with Fair Chance Employment Hiring Practices Certification This is the Quartz Parent Entities and the Legacy Owners Schedule 2.2(b) Consents and Approvals Schedule 3.1 Due Organization Schedule 2.3(b) Conflicts Schedule 3.2 Consents and Approvals Schedule 2.6(a) Financial Statements Schedule 3.3(b) Conflicts Schedule 2.6(b) Financial Statements; Material Liabilities Schedule 3.6 Title Master Contract for Xxxxxx Family Agency (hereinafter referred to Assets Schedule 2.7 Certain Changes or Events Schedule 3.7(a) Financial Statements Schedule 2.8 Litigation Schedule 3.7(b) Financial Statements; Material Liabilities Schedule 2.9 Material Contracts; Consents Schedule 3.9 Litigation Schedule 3.10(a) Material Contracts Schedule 3.10(b) Material Contracts; Consents Schedule 3.12(q) Audit or Investigation Schedule 3.13 Tax Matters Schedule 4.1 Due Organization Schedule 4.2 Consents and Approvals Schedule 4.3(b) Conflicts Schedule 4.6 Title to Assets Schedule 4.7(a) Financial Statements Schedule 4.7(b) Financial Statements; Material Liabilities Schedule 4.9 Litigation Schedule 4.10(a) Material Contracts Schedule 4.10(b) Material Contracts; Consents Schedule 4.12(q) Audit or Investigation Schedule 5.2(b) Consents and Approvals This EXCHANGE AGREEMENT (the as “Agreement”) dated as of May 1, 2020, is by and among Xxxxxxxxx Lutheran Health System, Inc., a Wisconsin nonstock corporation (“GHS”), University Health Care, Inc., a Wisconsin nonstock corporation (“UHC”), Iowa Health System d/b/a UnityPoint Health, an Iowa nonprofit corporation (“UPH” and together with UHC and GHS, the “Legacy Owners” and each individually, a “Legacy Owner”), Aurora Health Care, Inc., a Wisconsin nonstock corporation (“AHC”), Quartz Holding Company, a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (“QHC”), and Quartz Health Plan Corporation (f/k/a Xxxxxxxxx Health Plan, Inc.), a Wisconsin nonstock service insurance corporation organized under Chapter 613 of the Wisconsin Statutes (“QHPC” and together with QHC, the “Quartz Parent Entities” and each individually, a “Quartz Parent EntityContract”). The Legacy OwnersThis Contract is made and entered into this day of , AHC 20 by and the Quartz Parent Entities are sometimes between County of Los Angeles hereinafter referred to herein individually as a “PartyCOUNTY” and together hereinafter referred to as the “PartiesCONTRACTOR”. Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Exhibit A attached to this Agreement, which is incorporated in this Agreement as if fully set forth herein.