Common use of Per Procedure Payments Clause in Contracts

Per Procedure Payments. As rent for the lease of the Perfexion to Hospital pursuant to this Agreement, commencing from and after the First Perfexion Procedure Date, Hospital shall pay to GKF the sum of * for each “Procedure” that is performed by Hospital or its representatives or affiliates at the Site or within the State of New Mexico at the direction of Hospital or any of its affiliates, whether on an inpatient or outpatient basis, or “under arrangement” (as used in the Medicare billing context), and irrespective of whether the Procedure is performed on the Perfexion or using any other equipment or devices; provided that the Perfexion was available and fully operational at the time the Procedure was performed. As used herein, a “Procedure” means any treatment capable of being performed by the Perfexion that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, that may include one or more isocenters during the patient treatment session, delivered to any site(s) superior to the foramen magnum. b. The parties acknowledge that the compensation payable by Hospital for the Perfexion as set forth in this Amendment has been negotiated by the parties at arm’s length based upon reasonable and jointly derived assumptions regarding the capacity for clinical services available from the Perfexion, Hospital’s capabilities in providing high quality radiation oncology services, market dynamics, GKF’s risk in providing the Perfexion, and the provision to GKF of a reasonable rate of return on its investment in support of the Perfexion. Based thereon, the Parties believe that the rent payments represent fair market value for the use of the Perfexion, the de-installation and removal of the Model C, the Perfexion Upgrade, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the other additional services and costs to be provided or paid for by GKF pursuant to this Amendment. Hospital undertakes no obligation to perform any minimum number of procedures on the Perfexion, and. the use of the Perfexion for the performance of procedures is wholly based upon the independent judgment of physicians who order such procedures to meet the medical needs of their patients.

Per Procedure Payments. As rent for the lease of the Perfexion to Hospital pursuant to this Agreement, commencing from and after the First Perfexion Procedure Date, Hospital Medical Center shall pay to GKF the sum applicable per procedure payment as specified in Exhibit 2 for the use of * for each “Procedure” that is performed the Equipment, subject to adjustment as set forth in Sections 7.1(a) and 7.1(b) below. A "procedure" shall be defined as a single patient treatment session using the Equipment provided by Hospital or its representatives or affiliates at the Site or within the State of New Mexico at the direction of Hospital or any of its affiliates, whether on an inpatient or outpatient basis, or “under arrangement” (as used in the Medicare billing context), and irrespective of whether the Procedure is performed on the Perfexion or using any other equipment or devices; provided that the Perfexion was available and fully operational at the time the Procedure was performed. As used herein, a “Procedure” means any treatment capable of being performed by the Perfexion that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgeryGKF pursuant to this Agreement, that may include one or more isocenters during that session. Medical Center shall be billed on the patient treatment sessionfifteenth (15th) and the last day of each month for the actual number of procedures performed during the first and second half of the month, delivered to any site(srespectively. Medical Center shall pay for the procedures invoiced within thirty (30) superior to the foramen magnum. b. days after being invoiced. The parties acknowledge that the compensation payable by Hospital Medical Center for the Perfexion as set forth in this Amendment Agreement has been negotiated by the parties at arm’s length based upon reasonable and jointly derived assumptions regarding the capacity for clinical services available from the Perfexion, HospitalMedical Center’s capabilities in providing high quality radiation oncology services, market dynamics, GKF’s risk in providing the Perfexion, and the provision to GKF of a reasonable rate of return on its investment in support of the Perfexion. Based thereon, the Parties parties believe that the rent payments represent fair market value for the use of the Perfexion, the de-installation and removal of the Model C4C, the Perfexion Upgradeupgrade, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the any other additional services and costs to be provided or paid for by GKF pursuant to this AmendmentAgreement. Hospital Medical Center undertakes no obligation to perform any minimum number of procedures on the Perfexion, and. and the use of the Perfexion for the performance of procedures is wholly based upon the independent judgment of physicians who order such procedures to meet the medical needs of their patients. (a) If at any time or from time-to-time after the Effective Date, the Medical Center’s Commercial Rate with any "Designated Payor" (excluding those covered in 7(b) below), is increased or decreased such that the new Commercial Rate for such Designated Payor is greater or less than the "Base Commercial Rate" for that Designated Payor (or the then current Commercial Rate if the Non-Medicare Fee Per Procedure rates shown in Exhibit 2 for such Designated Payor have previously been revised pursuant to this subsection) by *, then, (1) Medical Center shall notify GKF thereof in writing (but without disclosing the identity of the Designated Payor) within thirty (30) days of any such increase or decrease and shall provide GKF with reasonably sufficient documentation evidencing the revised Commercial Rate for that Designated Payor (and the amount of the increase or decrease), including, without limitation, copies of the applicable contractual language or fee schedule (with the identity of the Designated Payor redacted), and any remittance advices, EOBs or other documentation showing the payments made to Medical Center by such Designated Payor immediately before and after the subject increase or decrease to its Commercial Rate, it being understood that such documentation may become available following the effective date of such increase or decrease and that Medical Center shall provide such documentation to GKF as and when available; (2) effective in the next billing cycle after said notification (provided that such increase or decrease to the Commercial Rate is then effective), the fee for procedures performed on patients who are assigned to or enrolled with such Designated Payor shall be equal to the Non-Medicare Fee Per Procedure rates as shown in Exhibit 2 (or the then current Non-Medicare Fee Per Procedure rates for such Designated Payor if said Non-Medicare Fee Per Procedure rates have previously been revised pursuant to this subsection), increased or decreased therein by * of the dollar-for-dollar increase or decrease to the Commercial Rate for that Designated Payor; and (3) the Non-Medicare Fee Per Procedure rates set forth in Exhibit 2 for all other Designated Payors shall remain unchanged and in full force and effect. For example, if a Designated Payor’s Commercial Rate decreases by * from the Base Commercial Rate (which, for purposes of this example, is assumed to exceed the * threshold above), then, each Non-Medicare Fee Per Procedure rate shown in Exhibit 2 for that Designated Payor shall be decreased by *. (b) If at any time or from time-to-time after the Effective Date, the "Medicare Rate" is increased or decreased such that the new Medicare Rate is greater or less than the "Base Medicare Rate" (or the then current Medicare rate if the Medicare Fee Per Procedure rates shown in Exhibit 2 have previously been revised pursuant to this subsection) by * or more, then, (1) Medical Center shall notify GKF thereof in writing within thirty (30) days of any such increase or decrease and shall provide GKF (c) with reasonably sufficient documentation evidencing the revised Medicare Rate (and the amount of the increase or decrease), including, without limitation, copies of the applicable contractual language or fee schedule (with the identity of the Designated Payor redacted), and any remittance advices, EOBs or other documentation showing the payments made to Medical Center immediately before and after the subject increase or decrease to its Medicare Rate, it being understood that such documentation may become available following the effective date of such increase or decrease and that Medical Center shall provide such documentation to GKF as and when available; (2) effective in the next billing cycle after said notification (provided that such increase or decrease to the revised Medicare Rate is then effective), the fee for procedures performed on Medicare patients shall be equal to the Medicare Fee Per Procedure rates as shown in Exhibit 2 (or the then current Medicare Fee Per Procedure rates if said Medicare Fee Per Procedure rates have previously been revised pursuant to this subsection), increased or decreased therein by * of the dollar-for-dollar increase or decrease to the Medicare Rate. For example, if the Medicare Rate increases by * over the Base Medicare Rate (which, for purposes of this example, is assumed to exceed the * threshold above), then, each Medicare Fee Per Procedure rate shown in Exhibit 2 shall be increased by *. (d) Notwithstanding anything to the contrary set forth in this Agreement, and in addition to GKF's termination rights set forth in Section 18 below, GKF shall have the right in its sole and absolute discretion to terminate this Agreement upon ninety (90) days prior written notice to Medical Center if, as a result of any actual or impending decrease to the Commercial Rates and/or the Medicare Rates, GKF projects that the sum of all per procedure payments made by Medical Center to GKF under this Agreement during the next succeeding twelve (12) month period will fall short of * in the aggregate. (e) As used herein:

Per Procedure Payments. As rent for the lease of the Perfexion to Hospital pursuant to this Agreement, commencing from and after the First Perfexion Procedure Date, Hospital Medical Center shall pay to GKF the sum applicable per procedure payment as specified in Exhibit 2 for the use of * for each “Procedure” that is performed the Equipment, subject to adjustment as set forth in Sections 7.1(a) and 7.1(b) below. A "procedure" shall be defined as a single patient treatment session using the Equipment provided by Hospital or its representatives or affiliates at the Site or within the State of New Mexico at the direction of Hospital or any of its affiliates, whether on an inpatient or outpatient basis, or “under arrangement” (as used in the Medicare billing context), and irrespective of whether the Procedure is performed on the Perfexion or using any other equipment or devices; provided that the Perfexion was available and fully operational at the time the Procedure was performed. As used herein, a “Procedure” means any treatment capable of being performed by the Perfexion that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgeryGKF pursuant to this Agreement, that may include one or more isocenters during that session. Medical Center shall be billed on the patient treatment sessionfifteenth (15th) and the last day of each month for the actual number of procedures performed during the first and second half of the month, delivered to any site(srespectively. Medical Center shall pay for the procedures invoiced within thirty (30) superior to the foramen magnum. b. days after being invoiced. The parties acknowledge that the compensation payable by Hospital Medical Center for the Perfexion as set forth in this Amendment Agreement has been negotiated by the parties at arm’s length based upon reasonable and jointly derived assumptions regarding the capacity for clinical services available from the Perfexion, HospitalMedical Center’s capabilities in providing high quality radiation oncology services, market dynamics, GKF’s risk in providing the Perfexion, and the provision to GKF of a reasonable rate of return on its investment in support of the Perfexion. Based thereon, the Parties parties believe that the rent payments represent fair market value for the use of the Perfexion, the de-installation and removal of the Model C4C, the Perfexion Upgradeupgrade, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the any other additional services and costs to be provided or paid for by GKF pursuant to this AmendmentAgreement. Hospital Medical Center undertakes no obligation to perform any minimum number of procedures on the Perfexion, and. and the use of the Perfexion for the performance of procedures is wholly based upon the independent judgment of physicians who order such procedures to meet the medical needs of their patients. (a) If at any time or from time-to-time after the Effective Date, the Medical Center’s Commercial Rate with any "Designated Payor" (excluding those covered in 7(b) below), is increased or decreased such that the new Commercial Rate for such Designated Payor is greater or less than the "Base Commercial Rate" for that Designated Payor (or the then current Commercial Rate if the Non-Medicare Fee Per Procedure rates shown in Exhibit 2 for such Designated Payor have previously been revised pursuant to this subsection) by *, then, (1) Medical Center shall notify GKF thereof in writing (but without disclosing the identity of the Designated Payor) within thirty (30) days of any such increase or decrease and shall provide GKF with reasonably sufficient documentation evidencing the revised Commercial Rate for that Designated Payor (and the amount of the increase or decrease), including, without limitation, copies of the applicable contractual language or fee schedule (with the identity of the Designated Payor redacted), and any remittance advices, EOBs or other documentation showing the payments made to Medical Center by such Designated Payor immediately before and after the subject increase or decrease to its Commercial Rate, it being understood that such documentation may become available following the effective date of such increase or decrease and that Medical Center shall provide such documentation to GKF as and when available; (2) effective in the next billing cycle after said notification (provided that such increase or decrease to the Commercial Rate is then effective), the fee for procedures performed on patients who are assigned to or enrolled with such Designated Payor shall be equal to the Non-Medicare Fee Per Procedure rates as shown in Exhibit 2 (or the then current Non-Medicare Fee Per Procedure rates for such Designated Payor if said Non-Medicare Fee Per Procedure rates have previously been revised pursuant to this subsection), increased or decreased therein by * of the dollar-for-dollar increase or decrease to the Commercial Rate for that Designated Payor; and (3) the Non-Medicare Fee Per Procedure rates set forth in Exhibit 2 for all other Designated Payors shall remain unchanged and in full force and effect. For example, if a Designated Payor’s Commercial Rate decreases by * from the Base Commercial Rate (which, for purposes of this example, is assumed to exceed the * threshold above), then, each Non-Medicare Fee Per Procedure rate shown in Exhibit 2 for that Designated Payor shall be decreased by *. (b) If at any time or from time-to-time after the Effective Date, the "Medicare Rate" is increased or decreased such that the new Medicare Rate is greater or less than the "Base Medicare Rate" (or the then current Medicare rate if the Medicare Fee Per Procedure rates shown in Exhibit 2 have previously been revised pursuant to this subsection) by * or more, then, (1) Medical Center shall notify GKF thereof in writing within thirty (30) days of any such increase or decrease and shall provide GKF (c) with reasonably sufficient documentation evidencing the revised Medicare Rate (and the amount of the increase or decrease), including, without limitation, copies of the applicable contractual language or fee schedule (with the identity of the Designated Payor redacted), and any remittance advices, EOBs or other documentation showing the payments made to Medical Center immediately before and after the subject increase or decrease to its Medicare Rate, it being understood that such documentation may become available following the effective date of such increase or decrease and that Medical Center shall provide such documentation to GKF as and when available; (2) effective in the next billing cycle after said notification (provided that such increase or decrease to the revised Medicare Rate is then effective), the fee for procedures performed on Medicare patients shall be equal to the Medicare Fee Per Procedure rates as shown in Exhibit 2 (or the then current Medicare Fee Per Procedure rates if said Medicare Fee Per Procedure rates have previously been revised pursuant to this subsection), increased or decreased therein by * of the dollar-for-dollar increase or decrease to the Medicare Rate. For example, if the Medicare Rate increases by * over the Base Medicare Rate (which, for purposes of this example, is assumed to exceed the * threshold above), then, each Medicare Fee Per Procedure rate shown in Exhibit 2 shall be increased by *. (d) Notwithstanding anything to the contrary set forth in this Agreement, and in addition to GKF's termination rights set forth in Section 18 below, GKF shall have the right in its sole and absolute discretion to terminate this Agreement upon ninety (90) days prior written notice to Medical Center if, as a result of any actual or impending decrease to the Commercial Rates and/or the Medicare Rates, GKF projects that the sum of all per procedure payments made by Medical Center to GKF under this Agreement during the next succeeding twelve (12) month period will fall short of $750,000 in the aggregate. (e) As used herein:

Per Procedure Payments. As rent for the lease of the Perfexion to Hospital pursuant to this Agreement, commencing from and after the First Perfexion Procedure Date, Hospital shall pay to GKF the sum of * as stipulated in Exhibit “A” attached hereto (under the caption, "Per Procedure Payments") for each “Procedure” that is performed by Hospital or its representatives or affiliates at the Site or within the State of New Mexico York at the direction of Hospital or any of its affiliates, whether on an inpatient or outpatient basis, or “under arrangement” (as used in the Medicare billing context), and irrespective of whether the Procedure is performed on the Perfexion or using any other equipment or devices; provided that the Perfexion was available and fully operational at the time the Procedure was performed. As used herein, a “Procedure” means any treatment capable of being performed by the Perfexion that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, that may include one or more isocenters during the patient treatment session, delivered to any site(s) superior to the foramen magnum. b. The parties acknowledge that . Hospital’s obligation to make Lease Payments pursuant to this Section 8.1 shall be expressly limited by Section 8.2, 8.3, and 8.4 hereof. "Subject to the compensation payable by satisfaction in full of all of the "Payment Reduction Option Conditions," Hospital for shall have the one-time option (the "Payment Reduction Option") in its sole discretion to effect a reduction to the Lease Payment, which reduction shall be in the amount of * per Procedure (i.e., if exercised, the Lease Payment would be as stipulated in Exhibit “A” attached hereto under the caption, "Per Procedure Payments With Payment Reduction Option"). As used herein, the "Payment Reduction Option Conditions" shall include all of the following: (a) Hospital shall have given prior written notice to GKF of Hospital's intent to exercise the Payment Reduction Option, which notice shall be given to GKF not less than sixty (60) days prior to the date of shipment of the Perfexion from Sweden (the "Perfexion Shipment Date"); (b) on or prior to the Perfexion Shipment Date, Hospital shall have paid to GKF by wire transfer a capital cost reduction payment in the amount of *; (c) no Hospital Event of Default (as defined in Section 20) has occurred and is then continuing, and no act or omission has occurred and is then continuing which, with the giving of notice and/or the passage of time, would constitute a Hospital Event of Default; and (d) Hospital is then in compliance and continues to be in compliance with all of the requirements set forth in this Amendment has been negotiated by the parties at arm’s length based upon reasonable and jointly derived assumptions regarding the capacity for clinical services available from the PerfexionAgreement, Hospital’s capabilities in providing high quality radiation oncology servicesincluding, market dynamicswithout limitation, GKF’s risk in providing the Perfexion, and the provision to GKF of a reasonable rate of return on its investment in support of the Perfexion. Based thereon, the Parties believe that the rent payments represent fair market value for the use of the Perfexion, the de-installation and removal of the Model C, the Perfexion Upgrade, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the other additional services and costs to be provided or paid for by GKF pursuant to this Amendment. Hospital undertakes no obligation to perform any minimum number of procedures on the Perfexion, and. the use of the Perfexion for the performance of procedures is wholly based upon the independent judgment of physicians who order such procedures to meet the medical needs of their patientsSection."

Per Procedure Payments. As rent for the lease of the Perfexion to Hospital pursuant to this Agreement, commencing from and after the First Perfexion Procedure Date, Hospital Medical Center shall pay to GKF a per procedure payment as specified in Exhibit B for the sum use of * for each “Procedure” that is performed by Hospital or its representatives or affiliates at the Site or within the State of New Mexico at the direction of Hospital or any of its affiliates, whether on an inpatient or outpatient basis, or “under arrangement” (Equipment. A procedure shall be defined as used in the Medicare billing context), and irrespective of whether the Procedure is performed on the Perfexion or using any other equipment or devices; provided that the Perfexion was available and fully operational at the time the Procedure was performed. As used herein, a “Procedure” means any single patient treatment capable of being performed by the Perfexion that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, session that may include one or more isocenters during that session. Medical Center shall be billed on the patient treatment sessionfifteenth (15th) and the last day of each month for the actual number of procedures performed during the first and second half of the month, delivered respectively. Medical Center shall pay the procedures invoiced within thirty (30) days after being invoiced. Interest shall begin to accrue at the rate of 1-1/2% per month on all invoices remaining unpaid after 45 days. (a) lf the “Reimbursement Rate” in effect on any site(s“Reset Date” is twenty-five percent (25%) superior greater or less than the “Base Rate,” Medical Center shall inform GKF in writing within thirty (30) days after the applicable Reset Date and shall provide GKF with the information used in calculating such Reimbursement Rate. Within thirty (30) days after GKPs receipt of such notice, the parties shall meet to renegotiate in good faith the per procedure payments payable by Medical Center under this Agreement. (b) In determining the renegotiated per procedure payment any reduction or increase thereto may or may not be in proportion to the foramen magnumreduction or increase to the Reimbursement Rate. Furthermore, any reduction to the per procedure payment will be calculated to provide Medical Center with Operating Income estimated at a break even level as a result of such reduction; provided that no per procedure payment shall be imposed if it would result in negative Operating Income to GKF in accordance with subsection (c) below. Medical Center shall permit GKF to inspect Medical Center's books and records pertaining to the Equipment in order to verify such Operating Income. b. The (c) If the per procedure payment proposed by Medical Center would result in negative “Operating Income” (as defined below) to GKF, then, GKF shall have no recourse to arbitration as provided in this Section 6. In such event, this Agreement shall remain unchanged and in full force and effect. GKF shall permit Medical Center to inspect GKF's books and records pertaining to the Equipment in order to verify such Operating Income. (d) If the per procedure payment proposed by Medical Center would not result in GKF incurring negative Operating Income, but the parties acknowledge that are unable to agree in good faith on a renegotiated per procedure payment, then, GKF and Medical Center shall jointly appoint an arbitrator who shall have not less than ten (10) years experience in medical equipment financing, in good standing with the compensation payable American Arbitration Association or other comparable organization, and who shall have no prior relationship, attorney/client or otherwise, with any of the parties. Such arbitrator shall review the information presented by Hospital both parties and shall render a decision within thirty (30) days of his or her appointment. In rendering a decision, the arbitrator shall be bound by the guidelines set forth in this Section, including, without limitation; the parameters for the Perfexion renegotiated per procedure payments as set forth in subsection (a), (b), (c), above and this Amendment has been negotiated subsection (d). The arbitrator's decision shall be binding upon the parties and non-appealable. The fees and expenses of the arbitrator shall be shared equally between the parties. The foregoing arbitration procedure shall apply only to disagreements arising from this subsection (d) and not to any other disputes or disagreements arising from this Agreement. (e) If the parties mutually agree on a renegotiated per procedure payment or if a renegotiated per procedure payment is determined by the parties at arm’s length based upon reasonable and jointly derived assumptions regarding arbitrator as set forth above, then such renegotiated per procedure payment shall become effective on the capacity for clinical services available from date that is six (6) months following the Perfexion, Hospital’s capabilities in providing high quality radiation oncology services, market dynamics, GKF’s risk in providing the Perfexionapplicable Reset Date, and the provision to GKF Exhibit B hereto shall be deemed automatically amended as of a reasonable rate of return on its investment in support of the Perfexion. Based thereon, the Parties believe that the rent payments represent fair market value for the use of the Perfexion, the de-installation and removal of the Model C, the Perfexion Upgrade, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the other additional services and costs to be provided or paid for by GKF pursuant to this Amendment. Hospital undertakes no obligation to perform any minimum number of procedures on the Perfexion, and. the use of the Perfexion for the performance of procedures is wholly based upon the independent judgment of physicians who order such procedures to meet the medical needs of their patientsdate.

Per Procedure Payments. As rent for the lease of the Perfexion Equipment to Hospital pursuant to this Agreement, commencing from and after the First Perfexion Procedure Date, Hospital shall pay to GKF the sum of * for each Procedure. Hospital shall pay GKF this amount (the “Lease Payment”) for each “Procedure” that is performed by Hospital or its representatives or affiliates at the Site its employees or within the State of New Mexico at the direction of Hospital or any of its affiliatesaffiliated health care entities, whether on an inpatient or outpatient basis, or “under arrangement” (as used in the Medicare billing context), and irrespective of whether the Procedure is performed on the Perfexion Equipment or using any other equipment or devices; provided . It is acknowledged that the Perfexion was available and fully operational at the time the Procedure was performeda physician that is not employed by Hospital shall not be deemed to be a representative or affiliated health care entity of Hospital. As used herein, a “Procedure” means any treatment capable of being performed by the Perfexion that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, that may include one or more isocenters during the patient treatment session, delivered to any site(s) superior to the foramen magnum. b. The parties acknowledge . Within ten (10) days following the end of each month (or portion thereof) during the term of this Agreement, Hospital shall inform GKF in writing as to the number of Procedures performed during that month utilizing the compensation payable Equipment and any other devices. If no Procedures are performed by Hospital or any other person utilizing the Equipment or any other equipment or devices, no Lease Payments shall be owing by Hospital to GKF. GKF shall submit a rent invoice to Hospital on the last day of each calendar month (or portion thereof) for the Perfexion actual number of Procedures performed during the calendar month. Hospital shall pay the rent invoice within forty five (45) days after submission by GKF to Hospital. All or any portion of a rent invoice which is not paid in full within sixty (60) days after submission shall bear interest at the rate of one and one-half percent (1.50%) per month (or the maximum monthly interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less) until the unpaid rent invoice together with all accrued interest thereon is paid in full. If GKF shall at any time accept a rent payment from Hospital after it shall become due, such acceptance shall not constitute or be construed as a waiver of any or all of GKF’s rights under this Agreement, including the rights of GKF set forth in this Amendment has been negotiated Section 20 hereof. In the event the Equipment cannot perform Gamma Knife procedures for fourteen (14) consecutive days due to Equipment malfunction, the Hospital will not be required to pay Lease Payments for Procedures performed on alternative Equipment during the period subsequent to the 14th day until the Equipment malfunction is repaired by the parties at arm’s length based upon reasonable and jointly derived assumptions regarding the capacity for clinical services available from the Perfexion, GKF. Within ten (10) days after Hospital’s capabilities in providing high quality radiation oncology servicesreceipt of written request by GKF, market dynamicsGKF shall have the right to audit Hospital’s books and records (including, GKF’s risk in providing without limitation, the Perfexionbooks and records pertaining to any other radiosurgery equipment or devices) to verify the number of Procedures that have been performed by Hospital, and the provision Hospital shall provide GKF with access to GKF of a reasonable rate of return on its investment in support of the Perfexion. Based thereon, the Parties believe such books and records; provided that the rent payments represent fair market value for the use of the Perfexion, the de-installation and removal of the Model C, the Perfexion Upgrade, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the other additional services and costs to any patient names or identifiers shall not be provided or paid for by GKF pursuant to this Amendment. Hospital undertakes no obligation to perform any minimum number of procedures on the Perfexion, and. the use of the Perfexion for the performance of procedures is wholly based upon the independent judgment of physicians who order such procedures to meet the medical needs of their patientsdisclosed.

Per Procedure Payments. As rent for the lease of the Perfexion to Hospital pursuant to this Agreement, commencing from and after the First Perfexion Procedure Date, Hospital Medical Center shall pay to GKF a per procedure payment as specified in Exhibit B for the sum use of * for each “Procedure” that is performed by Hospital or its representatives or affiliates at the Site or within the State of New Mexico at the direction of Hospital or any of its affiliates, whether on an inpatient or outpatient basis, or “under arrangement” (Equipment. A procedure shall be defined as used in the Medicare billing context), and irrespective of whether the Procedure is performed on the Perfexion or using any other equipment or devices; provided that the Perfexion was available and fully operational at the time the Procedure was performed. As used herein, a “Procedure” means any single patient treatment capable of being performed by the Perfexion that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, session that may include one or more isocenters during that session. Medical Center shall be billed on the patient treatment session, delivered to any site(sfifteenth (15th) superior to and the foramen magnum. b. The parties acknowledge that the compensation payable by Hospital last day of each month for the Perfexion as set forth in this Amendment has been negotiated by the parties at arm’s length based upon reasonable and jointly derived assumptions regarding the capacity for clinical services available from the Perfexion, Hospital’s capabilities in providing high quality radiation oncology services, market dynamics, GKF’s risk in providing the Perfexion, and the provision to GKF of a reasonable rate of return on its investment in support of the Perfexion. Based thereon, the Parties believe that the rent payments represent fair market value for the use of the Perfexion, the de-installation and removal of the Model C, the Perfexion Upgrade, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the other additional services and costs to be provided or paid for by GKF pursuant to this Amendment. Hospital undertakes no obligation to perform any minimum actual number of procedures on performed during the Perfexion, and. the use first and second half of the Perfexion for month, respectively. Medical Center shall pay the performance procedures invoiced within thirty (30) days after being invoiced. Interest shall begin to accrue at the rate of procedures 1-1/2% per month on all invoices remaining unpaid after 45 days. (a) If the "Reimbursement Rate" in effect on any "Reset Date" is wholly based upon * greater or less than the independent judgment "Base Rate," Medical Center shall inform GKF in writing within thirty (30) days after the applicable Reset Date and shall provide GKF with the information used in calculating such Reimbursement Rate. Within thirty (30) days after GKF's receipt of physicians who order such procedures notice, the parties shall meet to meet renegotiate in good faith the medical needs per procedure payments payable by Medical Center under this Agreement. (b) In determining the renegotiated per procedure payment any reduction or increase thereto may or may not be in proportion to the reduction or increase to the Reimbursement Rate. Furthermore, any reduction to the per procedure payment will be calculated to provide Medical Center with Operating Income estimated at a break even level as a result of their patients.such reduction; provided that no per procedure payment shall be imposed if it would result in negative Operating Income to GKF in accordance with subsection (c)

Per Procedure Payments. As rent for the lease of the Perfexion to Hospital pursuant to this Agreement, commencing from and after the First Perfexion Procedure Date, Hospital shall pay to GKF the sum of * for each “Procedure” that is performed by Hospital or its representatives or affiliates at the Site or within the State of New Mexico at the direction of Hospital or any of its affiliates, whether on an inpatient or outpatient basis, or “under arrangement” (as used in the Medicare billing context), and irrespective of whether the Procedure is performed on the Perfexion or using any other equipment or devices; provided that the Perfexion was available and fully operational at the time the Procedure was performed. As used herein, a “Procedure” means any treatment capable of being performed by the Perfexion that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, that may include one or more isocenters during the patient treatment session, delivered to any site(s) superior to the foramen magnum. b. The parties acknowledge that the compensation payable by Hospital for the Perfexion as set forth in have negotiated this Amendment has been negotiated by the parties Agreement at arm’s length based upon reasonable and reasonable, jointly derived derived, assumptions regarding the capacity for clinical services available from the PerfexionEquipment, HospitalHOSPITAL’s capabilities in providing high quality radiation oncology services, services and market dynamics, GKFASHS’s risk in providing the PerfexionEquipment, and the provision to GKF ASHS of a reasonable rate of return on its investment in support of the PerfexionEquipment. Based thereon, the Parties believe that the rent payments “Lease Payments” as defined in Subsection 7.1 below represent fair market value for the use of the Perfexion, the de-installation Equipment and removal of the Model C, the Perfexion Upgrade, maintenance and service, personal property taxes, cost of insurance coverage for the Perfexion, and the other additional services and costs support payments to be provided or paid for made by GKF pursuant ASHS to this AmendmentHOSPITAL. Hospital HOSPITAL undertakes no obligation to perform any minimum particular number of procedures Procedures on the Perfexion, and. Equipment and the use of the Perfexion Equipment for the performance of procedures Procedures is wholly based upon on the independent judgment of physicians who order such procedures Procedures to meet the medical needs of their patients. 7.1. In consideration of and as compensation to ASHS for (i) the lease of the Equipment to HOSPITAL pursuant to this Agreement; (ii) the marketing support provided pursuant to Section 6 above; and (iii) the reimbursement of a portion of the costs pertaining to the technical and support personnel related to operation of the Equipment and the third party billing services pursuant to Section 14 below, HOSPITAL shall, on a monthly basis, pay the Lease Payment to ASHS for each “Procedure” that is performed on any and all patients at HOSPITAL, on an inpatient or outpatient basis, irrespective of whether the Procedure is performed by HOSPITAL, its representatives or affiliates, or any other person or entity. As used herein the payments shall be calculated as follows: For Month 1 through Month 12 following the First Procedure Date: (Technical Component Collections multiplied by [*****]) less ([*****] of HOSPITAL’s marketing support costs not to exceed [*****] annually as set forth in Section 6) less (Technical Component Collections multiplied by [*****] multiplied by [*****] for billing services as set forth in Section 14) For Month 13 through Month 84 following the First Procedure Date: (Technical Component Collections multiplied by [*****]) less ([*****] of HOSPITAL’s marketing support costs not to exceed [*****] annually as set forth in Section 6) less (Technical Component Collections multiplied by [*****] multiplied by [*****] for billing services as set forth in Section 14) less ([*****] or HOSPITAL’s actual direct costs, whichever is lower, as set forth in Section 14) For Month 85 following the First Procedure Date and thereafter: (Technical Component Collections multiplied by [*****]) less ([*****] of HOSPITAL’s marketing support costs not to exceed [*****] annually as set forth in Section 6) less (Technical Component Collections multiplied by [*****] multiplied by [*****] for billing services as set forth in Section 14) (a) The “Lease Payment” during any month shall be equal to [*****] of the “Technical Component Collections” relating to each Procedure during such month.