Common use of Practice Expenses Clause in Contracts

Practice Expenses. The term “Practice Expenses” shall mean (a) all reasonable non-shareholder Professionals’ salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), (b) the cost of optometric supplies (including, but not limited to, drugs, pharmaceuticals, products, substances, items or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (d) travel costs for continuing education, technical training and necessary business travel for non-shareholder Professionals; (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice or its Professionals or other personnel by any third party in which the Practice or its Professionals or other personnel do not prevail or the matter settles with a material payment and the Practice or its Professionals or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this Professional Business Management Agreement; (h) interest on any funds advanced to the practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the Retail Management Agreement; (i) any income taxes or franchise taxes of the Practice; and (j) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iv) ”tail” insurance coverage for Shareholders, which shall be a Shareholder Expense, or (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.

Practice Expenses. The term “Practice Expenses” shall mean (a) all reasonable non-shareholder Professionals’ salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), (b) the cost of optometric supplies (including, but not limited to, to drugs, pharmaceuticals, products, substances, items items, or optometric devices); , (c) reasonable and customary professional liability insurance expenses of Professionals; Professionals and (d) travel costs for continuing education, technical training training, and necessary business travel for non-shareholder Professionals; . (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice or its Professionals or other personnel by any third party in which the Practice Practice, or its Professionals Professionals, or other personnel do not prevail or the matter settles with a material payment and the Practice or its Professionals or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Retail Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Professional Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this the Professional Business Management Agreement; (h) interest on any funds advanced to the practice Practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the this Retail Business Management Agreement; and (i) any income taxes or franchise taxes of the Practice; and (j) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, ; (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iv) ”tail” insurance coverage for Shareholders, which shall be a Shareholder Expense, or (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Retail Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.

Practice Expenses. The term “Practice Expenses” shall mean (a) all reasonable non-shareholder Professionals’ salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, ; subscriptions, continuing education and technical training expenses, and severance payments), (b) the cost of optometric supplies (including, but not limited to, drugs, pharmaceuticals, products, substances, items or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (d) travel costs for continuing education, technical training and necessary business travel for non-shareholder Professionals; (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice or its Professionals or other personnel by any third party in which the Practice or its Professionals or other personnel do not prevail or the matter settles with a material payment and the Practice or its Professionals or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this Professional Business Management Agreement; (h) interest on any funds advanced to the practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the Retail Management Agreement; (i) any income taxes or franchise taxes of the Practice; and (j) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iv) ”tail” insurance coverage for Shareholders, which shall be a Shareholder Expense, or (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.

Practice Expenses. The term “Practice Expenses” shall mean (a) all reasonable non-shareholder Professionals’ salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), ; (b) the cost of optometric supplies (including, but not limited to, drugs, pharmaceuticals, products, substances, items or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (d) travel costs for continuing education, technical training and necessary business travel for non-shareholder Professionals; (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice or its Professionals or other personnel by any third party in which the Practice or its Professionals or other personnel do not prevail or the matter settles with a material payment and the Practice or its Professionals or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this Professional Business Management Agreement; (h) interest on any funds advanced to the practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the Retail Management Agreement; (i) any income taxes or franchise taxes of the Practice; and (j) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iv) ”tail” insurance coverage for Shareholders, which shall be a Shareholder Expense, or and (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.

Practice Expenses. The term “"Practice Expenses” " shall mean (a) all reasonable non-shareholder Professionals’ ' salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), ; (b) the cost of optometric supplies (including, but not limited to, to drugs, pharmaceuticals, products, substances, items items, or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (d) travel costs for continuing education, technical training training, and necessary business travel for non-shareholder Professionals; (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice or its Professionals or other personnel by any third party in which the Practice Practice, or its Professionals Professionals, or other personnel do not prevail or the matter settles with a material payment and the Practice or its Professionals or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Retail Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Professional Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this the Professional Business Management Agreement; (h) interest on any funds advanced to the practice Practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the this Retail Business Management Agreement; and (i) any income taxes or franchise taxes of the Practice; and (j) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iv) ”tail” insurance coverage for Shareholders, which shall be a Shareholder Expense, or (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.term

Practice Expenses. The term “"Practice Expenses” " shall mean mean, to ------------------ the extent relating to the EyeMasters Practice Locations, (a) all reasonable non-shareholder Professionals’ ' and Optical Technicians' salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), (b) the cost of optometric supplies (including, but not limited to, drugs, pharmaceuticals, products, substances, items or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (d) reasonable travel costs for continuing education, technical training and necessary business travel for non-shareholder ProfessionalsProfessionals and Optical Technicians; (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice Practice, its Professionals, or its Professionals or other personnel by any third party in which the Practice Practice, its Professionals, or its Professionals or other personnel do not prevail or the matter settles with a material payment and the Practice or Practice, its Professionals Professionals, or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this Professional Business Management Agreement; (h) interest on any funds advanced to the practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the Retail Management Agreement; (i) any income taxes or franchise taxes of the Practice; and (ji) consulting, accounting, or legal fees which relate solely to the PracticePractice or relate to a dispute with Professional Business Manager. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iviii) ”"tail” " insurance coverage for Shareholders, which shall be a Shareholder Expense, or (viv) such other items agreed to in advance in writing by the Parties hereto. During this Professional Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.

Practice Expenses. The term “"Practice Expenses” " shall mean mean, to the extent relating to the EyeMasters Practice Locations, (a) all reasonable non-shareholder Professionals’ ' salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), (b) the cost of optometric supplies (including, but not limited to, drugs, pharmaceuticals, products, substances, items or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (d) travel costs for continuing education, technical training and necessary business travel for non-shareholder Professionals; (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice Practice, its Professionals, or its Professionals or other personnel by any third party in which the Practice Practice, its Professionals, or its Professionals or other personnel do not prevail or the matter settles with a material payment and the Practice or Practice, its Professionals Professionals, or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this Professional Business Management Agreement; (h) interest on any funds advanced to the practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the Retail Management Agreement; (i) any income taxes or franchise taxes of the Practice; and (ji) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iviii) ”"tail” " insurance coverage for Shareholders, which shall be a Shareholder Expense, or (viv) such other items agreed to in advance in writing by the Parties hereto. During this Professional Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.Parties

Practice Expenses. The term “Practice Expenses” shall mean (a) all reasonable non-shareholder Professionals’ salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), ; (b) the cost of optometric supplies (including, but not limited to, to drugs, pharmaceuticals, products, substances, items items, or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (d) travel costs for continuing education, technical training training, and necessary business travel for non-shareholder Professionals; (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice or its Professionals or other personnel by any third party in which the Practice Practice, or its Professionals Professionals, or other personnel do not prevail or the matter settles with a material payment and the Practice or its Professionals or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Retail Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Professional Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this the Professional Business Management Agreement; (h) interest on any funds advanced to the practice Practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the this Retail Business Management Agreement; and (i) any income taxes or franchise taxes of the Practice; and (j) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, ; (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iv) ”tail” insurance coverage for Shareholders, which shall be a Shareholder Expense, or (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Retail Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.

Practice Expenses. The term “"Practice Expenses” " shall mean (a) all reasonable non-shareholder nonshareholder Professionals’ ' salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), (b) the cost of optometric supplies (including, but not limited to, to drugs, pharmaceuticals, products, substances, items items, or optometric devices); , (c) reasonable and customary professional liability insurance expenses of Professionals; Professionals and (d) travel costs for continuing education, technical training training, and necessary business travel for non-shareholder nonshareholder Professionals; , (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice or its Professionals or other personnel by any third party in which the Practice Practice, or its Professionals Professionals, or other personnel do not prevail or the matter settles with a material payment and the Practice or its Professionals or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Retail Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Professional Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this the Professional Business Management Agreement; (h) interest on any funds advanced to the practice Practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the Retail Management Agreement; (i) any income taxes or franchise taxes of the Practice; and (j) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, (ii) business travel requested by this Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iv) ”tail” insurance coverage for Shareholders, which shall be a Shareholder Expense, or (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.Management

Practice Expenses. The term “"Practice Expenses” " shall mean (a) all reasonable non-shareholder nonshareholder Professionals’ ' salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), (b) the cost of optometric supplies (including, but not limited to, drugs, pharmaceuticals, products, substances, items or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (d) travel costs for continuing education, technical training and necessary business travel for non-shareholder nonshareholder Professionals; (e) to e)to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice or its Professionals or other personnel by any third party in which the Practice or its Professionals or other personnel do not prevail or the matter settles with a material payment and the Practice or its Professionals or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this Professional Business Management Agreement; (h) interest on any funds advanced to the practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the Retail Management Agreement; (i) any income taxes or franchise taxes of the Practice; and (j) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iv) ”tail” insurance coverage for Shareholders, which shall be a Shareholder Expense, or (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.a

Practice Expenses. The term “Practice Expenses” shall mean mean, to the extent relating to the Practice Locations: (a) all reasonable non-shareholder Professionals’ (other than the President’s) and Optical Technicians’ salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), ; (b) the cost of optometric supplies (including, but not limited to, drugs, pharmaceuticals, products, substances, items or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (dc) reasonable travel costs for continuing education, technical training and necessary business travel for non-shareholder ProfessionalsProfessionals (other than the President) and Optical Technicians; (ed) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice Practice, its Professionals, or its Professionals or other personnel by any third party in which the Practice Practice, its Professionals, or its Professionals or other personnel do not prevail or the matter settles with a material payment and the Practice or Practice, its Professionals Professionals, or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (fe) certain equipment expenses with respect to equipment that Professional Business Manager determines not to acquire or lease as described in Sections 3.2(c) and 3.2(d) of this Professional Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Business Management Agreement; (gf) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this Professional Business Management Agreement; (h) interest on any funds advanced to the practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the Retail Management Agreement; (ig) any income taxes or franchise taxes of the Practice; and (jh) consulting, accounting, or legal fees which relate solely to the PracticePractice or relate to a dispute with Professional Business Manager. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, (iii) any and all compensation or expenses attributable to ShareholdersPresident, which shall be Shareholder President Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), (iviii) ”“tail” insurance coverage for Shareholdersthe President, which shall be a Shareholder President Expense, (iv) the cost of supplies or (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.

Practice Expenses. The term “Practice Expenses” shall mean (a) all reasonable non-shareholder Professionals’ salaries, benefits, payroll taxes and other direct costs related to their services to the Practice (including reasonable and customary professional dues, subscriptions, continuing education and technical training expenses, and severance payments), ; (b) the cost of optometric supplies (including, but not limited to, to drugs, pharmaceuticals, products, substances, items items, or optometric devices); (c) reasonable and customary professional liability insurance expenses of Professionals; and (d) travel costs for continuing education, technical training training, and necessary business travel for non-shareholder Professionals; (e) to the extent not covered by insurance and subject to the advance provisions contained herein, the defense costs and expenses of any litigation or claims brought against the Practice or its Professionals or other personnel by any third party in which the Practice Practice, or its Professionals Professionals, or other personnel do not prevail or the matter settles with a material payment and the Practice or its Professionals or other personnel are at fault, and any liability judgment or material settlement assessed against the Practice or its Professionals or other personnel personnel; (f) certain equipment expenses described in Sections 3.2(c) and 3.2(d) of this Professional Retail Business Management Agreement and 3.2(c) and 3.2(d) of the Retail Professional Business Management Agreement; (g) interest on any funds advanced to the Practice by Professional Business Manager to the extent that Professional Business Manager is a net lender in accordance with the terms of this the Professional Business Management Agreement; (h) interest on any funds advanced to the practice Practice by Retail Business Manager to the extent that Retail Business Manager is a net lender in accordance with the terms of the this Retail Business Management Agreement; and (i) any income taxes or franchise taxes of the Practice; and (j) consulting, accounting, or legal fees which relate solely to the Practice. Notwithstanding the foregoing, the term Practice Expenses shall specifically exclude (i) business travel requested by Professional Business Manager, which shall be an Office Expense, ; (ii) business travel requested by Retail Business Manager, which shall be a Dispensary Expense, ; (iii) any and all compensation or expenses attributable to Shareholders, which shall be Shareholder Expenses (except reasonable and customary expenses for malpractice insurance which shall be a Practice Expense), ; (iv) ”tail” insurance coverage for Shareholders, which shall be a Shareholder Expense, ; or (v) such other items agreed to in advance in writing by the Parties hereto. During this Professional Retail Business Management Agreement, for so long as a current Shareholder of the Practice is an employee of, contractor to, or Shareholder of the Practice, such Shareholder shall be deemed to be a Shareholder for the purposes of this definition. Such expenses are to be approved annually in the Budget.