Progyny, Inc.

Participating Practice Master Terms and Conditions

These Master Terms and Conditions (the “Agreement”) are applicable to the Reimbursement Table entered into by and between Progyny, Inc. (“Progyny”) located at 165 Broadway, One Liberty Plaza, 47th Floor, New York, New York, 10006 and Participating Practice (“Practice”) a professional corporation with its principal location enumerated in the applicable Reimbursement Table.

WITNESSETH

Whereas, Progyny maintains a network of providers to offer fertility preservation and fertility treatment services to its clients’ enrollees, available through contracted fertility centers,

Whereas, Practice is in the business of providing fertility preservation or fertility services at its place of business,

Whereas, Practice desires to provide, and Progyny wishes to engage Practice on behalf of its clients to provide, fertility preservation or fertility services in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Progyny and Practice agree as follows:

1. DEFINITIONS

a)Except as otherwise specifically indicated, the following terms will have the meaning specified herein:

i.Benefit Plan - shall mean a contract, certificate or other evidence of coverage which describes the obligations of a Progyny Payor to provide Covered Services to Enrollees.

ii.Business Day – shall mean Mondays through Fridays, Eastern time zone, except holidays or other days on which Progyny is closed.

iii.Clean Claim - shall mean an accurate claim (i.e., contains no erroneous or conflicting information) containing all necessary information for processing payment from Progyny to Practice, as required by Progyny.

iv.Covered Services - shall mean those fertility treatments or fertility preservation services rendered to an Enrollee which are reimbursable under the terms of a Benefit Plan.

v.Enrollee - shall mean any individual who is entitled to benefits under a Benefit Plan.

vi.IVF – shall mean In-vitro fertilization.

vii.Law – shall mean all statutes, rules, regulations, guidances, ordinances, codes, decisional law, orders, judgments, decrees, subpoenas and the like, in effect from time to time and as amended from time to time.

viii.Non-Covered Services - shall mean those services rendered to an Enrollee which are not reimbursable under the terms of a Benefit Plan.

ix.Party – shall mean each of Progyny and Practice upon entering into this Agreement.

x.Physician - shall mean any partner, shareholder, member, employee or contractor of Practice who is duly

authorized to provide the Covered Services on behalf of Practice. Each Physician shall be approved by

Progyny in accordance with its physician requirements. Whenever one or more additional provider(s) is to begin providing Covered Services as part of Practice, Practice shall give Progyny at least sixty (60) days prior written notice of the intended addition, and Practice acknowledges that such additional provider(s) shall not automatically be deemed acceptable as a participating Physician.

xi.Practice - shall mean the partnership, professional corporation, professional limited liability company or other entity, duly organized and existing under the Laws of the State of Service, that is in the business of providing fertility services at its place of business and has agreed to provide the Covered Services. For purposes of this Agreement, an affiliated entity of Practice shall mean any partnership, professional corporation, professional limited liability company or other entity directly or indirectly owned or controlled by, or which owns or controls, or which has some common ownership or control with Practice.

xii.Reimbursement Table – shall mean an agreement between Progyny and Practice containing payment details, terms and conditions applicable to the Covered Services described and further governed herein.

xiii.Covered Services – shall mean any program offered by Progyny in which Practice and Physician have agreed to participate and provide to Enrollee as described in Exhibit A hereto.

xiv.Protected Health Information - (PHI) - shall have the meaning as defined by the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164, as may be amended.

xv.State of Service - shall mean the jurisdiction(s) in which the Covered Services are to be provided to Enrollees by Practice and/or Physician pursuant to the terms of this Agreement.

xvi.Progyny Payor - shall mean a Worker’s Compensation or No-Fault carrier, self-insured employer (such as, for example, an employer with a health benefit plan that is either self-administered or administered through a third party such as a TPA, ASO or medical management company), Worker’s Compensation managed care company, Taft Hartley Plan, Disability Plan, Preferred Provider Organizations (PPO), health insurer, or other entity which has entered into a Progyny Payor Agreement with Progyny.

xvii.Progyny Payor Agreements - shall mean agreements entered into between Progyny and Progyny Payors.

2.DESCRIPTION OF ARRANGEMENTS; SERVICES TO BE RENDERED

a)Practice hereby agrees to provide the Covered Services to Enrollees pursuant to the further provisions of this Agreement and applicable Benefits Plan. It is understood that the Practice and Physician as applicable, are solely responsible for all decisions regarding the medical and/or health care services rendered to Enrollees as well as their treatment and that relationship shall in no way be affected by or interfered with, by any of the terms of this Agreement or any Reimbursement Table. Practice and/or Physician understand that claims determination made by Progyny, or their designees, is solely for the purposes of determining whether services are covered under the terms of an applicable Benefit Plan. Accordingly, such determinations shall in no way affect the responsibility of Practice and/or Physician to provide appropriate services to Enrollee. Practice shall maintain sufficient personnel to provide the Covered Services hereunder.

b)The parties acknowledge and agree that, under the Progyny Payor Agreements, Progyny Payors have authorized or will authorize Progyny to act on behalf of the Progyny Payors as agent and attorney-in-fact of the Progyny Payors or otherwise, for Progyny to perform certain administrative functions, including, without limitation, claims administration, and the implementation, renegotiation, renewal and termination of this Agreement and other similar agreements, and other administrative matters addressed in this Agreement, as applicable. Progyny shall notify Practice of each new Progyny Payor for which Practice shall render Covered Services hereunder. Each Progyny Payor, as applicable, shall be deemed to be a third party beneficiary of the rights of Progyny hereunder and of the duties and obligations of Practice hereunder.

3.PARTICIPATING PRACTICE AND PHYSICIAN REQUIREMENTS AND QUALITY CRITERIA

a)During the Term of this Agreement and for a period of one year after the effective date of termination of this Agreement, in recognition of Progyny’s legitimate business interest in providing the Covered Services to Enrollees, the Practice shall not, and the Practice shall require that the Physicians shall not:

(i)enter into any separate agreement between the Practice and/or Physician and a Progyny Payor (other than through Progyny) for the provision of fertility services that are substantially the same as the Covered Services as are available to the Enrollee under a Progyny Covered Services; provided this provision shall not prohibit the Practice from offering services to an Enrollee pursuant to a formalized indigent patient assistance program;

(ii)make any claim, representation, statement, warranty or guaranty with respect to Progyny that is not accurate, that is deceptive or misleading, or that disparages Progyny or the good name,

goodwill and reputation of Progyny;

Notwithstanding the foregoing, nothing in the Agreement shall be interpreted to prohibit Practice from advocating in good faith on behalf of Enrollees within the grievance processes established by Progyny (or a person contracting with Progyny), or from communicating openly with an Enrollee about all diagnostic testing and treatment options.

b)Practice represents that Practice Physician(s):

i.are employed by or under contract to the Practice to perform fertility services including but not limited to IVF services to its patients;

ii.are Board Certified in Obstetrics and Gynecology;

iii.have successfully completed a Fellowship in Reproductive Endocrinology and Infertility or, with special approval from Progyny, have a minimum of one (1) year experience in the clinical practice of IVF;

iv.have and shall maintain unrestricted licensure to practice medicine and write prescriptions for controlled substances in the state(s) in which the physician provides services to Practice’s patients (and are not operating on a probationary status or with any sanctions imposed by any third party or licensing authority);

v.have and shall maintain active medical staff privileges at a Joint Commission or DNV accredited hospital; and

vi.have not had their license suspended by a state or federal agency in the past three (3) years.

c)Practice has employed and currently uses vitrification method for cryopreservation of oocytes and embryos.

d)Practice’s quality of care shall be monitored based on outcomes of Covered Services cycles provided by Practice and reviewed bi-annually for continued participation.

i.In the event that Practice fails to maintain a clinical pregnancy rate per Covered Services retrieval that causes significant disadvantage for Progyny and/or Practice, Progyny reserves the right to suspend Practice’s or a particular Physician’s participation in any or all Covered Services for a period of ninety (90) days. During such period of suspension, the Practice: (a) shall use good faith efforts to meet or exceed the clinical pregnancy rate per Covered Services retrieval set forth herein; and (b) shall not be permitted to refer or enroll new patients in the applicable Covered Services(s).

ii.Following the ninetieth day of suspension, Progyny will review the Practice’s clinical pregnancy rate per Covered Services retrieval and determine, in its reasonable discretion, whether to (a) dismiss the suspension, (b) continue the suspension for an additional ninety (90) days, or (c) if the clinical pregnancy rate per Covered Services retrieval does not meet the standards set forth herein for the applicable suspension period, terminate participation in the applicable Covered Services(s) or this Agreement.

iii.In the event that any physician employed by Practice does not meet the standards of the Covered Services(s), Progyny may, in its reasonable discretion, refuse to continue participation in the Covered Services(s) by any physician employed by Practice, and upon written notice to Practice, may require Practice to prohibit participation in the Covered Services(s) by any physician so designated.

e)Practice’s embryology laboratory must be currently accredited by the College of American Pathologists (CAP), or an equivalent agency acceptable to Progyny, to perform IVF.

f)Practice’s embryology laboratory director must meet the criteria for an IVF laboratory director as defined by Society for Assisted Reproductive Technology (“SART”).

g)Practice is in, and maintains, good standing with all industry-standard federal, state or local agencies regulating or governing its services as necessary to provide fertility care.

h)Practice shall procure and maintain such policies of general liability and professional liability insurance as shall be necessary to insure Practice and Practice's personnel and agents against any claim or claims for damages arising by reason of personal injuries or death occasioned directly or indirectly in connection with the performance of any services provided hereunder, the use of any property and facilities provided by Practice or Practice's personnel or agents, and activities performed by Practice or Practice's personnel or agents, in connection with this Agreement. Such insurance shall, at a minimum, comply with any applicable state requirements at all times, be procured at Practice’s own expense, and include:

i.Professional medical malpractice liability insurance or other as required by Law to cover Practice, each of its physicians, employees and agents against liability for damages caused by the acts or omissions of Practice, its physicians, employees or agents in the performance of their respective professional practices of medicine.

ii.Professional liability coverage shall be carried as required by Law, with an insurance carrier that maintains an A.M Best rating of “A“ or higher.

iii.Comprehensive general or umbrella liability insurance with a minimum amount of $1,000,000 per occurrence and $3,000,000 aggregate.

Upon request, Practice will provide evidence of such insurance coverage(s) to Progyny within thirty(30)days written notice. Practice shall notify Progyny not more than ten (10) days after Practice's receipt of notice of any reduction or cancellation of such coverage.

i)Practice understands and agrees that this Agreement, and the applicable obligations of Progyny under this Agreement, is entered into in reliance upon the foregoing (including, without limitation, the truth of the information and representations and warranties made by Practice herein).

4.PARTICIPATING PRACTICE AND PHYSICIAN RESPONSIBILITIES

a)Practice and Physicians agree to abide by the following procedures for all Enrollees:

i.Covered Services are not to be rendered prior to verifying eligibility of Enrollee under the Benefits Plan from Progyny for each and every cycle.

ii.Submit cycle outcomes in accordance with Provider Manual established by Progyny.

iii.Offer priority scheduling opportunities and designated scheduling blocks for Enrollees as further specified in the Reimbursement Table.

b)Practice will designate a Practice Billing Contact and a Practice Facility Contact, as specified in the Reimbursement Table, each of whom will be available and responsive to Progyny personnel to address such matters.

c)Practice will accept all Enrollees on the same basis it currently accepts new patients without regard to race, religion, gender, color, national origin, marital status, age, physical or mental health status, health insurance coverage, or on any other basis as deemed unlawful under federal, state, or local Law.

d)Practice shall notify Progyny in writing within ten (10) Business Days if it or any of its Physicians are no longer accepting any new patients.

e)Practice will maintain satisfactory medical, financial and administrative records for all fertility services rendered by Practice to Enrollees for the duration of Covered Services.

i.Progyny shall require Enrollee to have access to such records within fifteen (15) days from the date of written request, or as may otherwise be required by applicable Law.

ii.In cases where the health and safety of Enrollee(s) is in review, such access may be immediate and shall be granted at time of the request.

iii.Practice will maintain and allow access to said records as provided in this Section for a period of no less than seven (7) years following the end of the calendar year in which Covered Services were provided, or longer where required by Law.

f)Practice shall provide federal, state and local governmental authorities and their authorized representatives with access to all information and records within the possession of Practice that are relevant to this Agreement, if such access is necessary to comply with applicable statutes or regulations.

g)Practice shall notify Progyny within three (3) Business Days if an Enrollee is terminated for non-compliance with medical instructions or treatment plan recommendations related to Covered Services cycles as given by Practice or Physician.

h)Practice shall notify Progyny within a reasonable time, but in any event within five (5) days, in the event of any of the following: (i) any action taken to restrict Practice and/or Physician’s licensure or certification, or any other disciplinary action asserted against Practice; (ii) any action to restrict Practice’s participation in any third party payor programs; (iii) any other disciplinary action taken against Practice and/or Physician by any accreditation agency or body, or any governmental authority; (iv) the initiation of any action or any settlement, trial verdict, or other final disposition of any suit brought or claim made against Practice and/or Physician; (iv) the insolvency or the filing of a petition in bankruptcy or of receivership of Practice; (v) the indictment, arrest or conviction of Practice and/or Physician for a felony, or for any other criminal charge related, directly or indirectly, to the rendering of health care services; (vi) any lapse in any insurance required pursuant to this Agreement or any material change in such insurance coverage; (vii) any elimination of, or significant reduction in, the scope of services provided by Practice; (viii) any change in the Practice’s principal place of business or hours of operation; or (ix) any other situation that might affect Practice’s ability to carry out its duties or obligations hereunder or to comply with the terms and provisions of this Agreement.

i)Practice agrees and shall maintain all information contained in the medical records of Enrollee and/or Enrollees under the strictest confidence and shall refrain from disclosing such information, except in accordance with the Laws. Practice shall permit Progyny and any regulatory agency authorized by the Laws, at any reasonable time, to examine and inspect the Practice’s office or offices, including, but not limited to, patient treatment areas and waiting areas.

j)During the Term of this this Agreement, Practice and/or Physician may have access to, have disclosed to it, or otherwise obtain information that is of a confidential and/or proprietary nature to Progyny (“Confidential Information”). “Confidential Information” shall include, without limitation, the terms of this Agreement and all other information received by Practice from Progyny including, without limitation, all guidelines, manuals, reports and procedures, pricing information, Enrollee’s information, professional secrets, data, materials, financial information, business plans, schedules, advertisements or programs and the like, the names and addresses of other Progyny participating facilities or their patients, and any other non-public information relating to Progyny. Except to Progyny, Practice shall not, and shall require of its employees, agents, and representatives, that they shall not, at all times during the Term of this Agreement and subsequent to its termination, sell, transfer, publish, disclose, display or otherwise make available to any third party, or use for any purpose other than as necessary under this Agreement, any portion of the Confidential Information, whether voluntarily or involuntarily, without the express written consent of Progyny.

k)Nothing in this Agreement shall preclude the following: (i) disclosures to counsel to a Party for the purpose of monitoring regulatory compliance or rendering legal advice pertaining to this Agreement; (ii) disclosures to internal or independent auditors of a Party, subject to confidentiality obligations at least as stringent as those herein; (iii) disclosures required by and in accordance with any applicable Law, regulation, policy, or legal directive including subpoenas or governmental investigatory inquiry; or (iii) disclosures made to Enrollees, in accordance with medical ethics obligations. Additionally, the restrictions of this Agreement shall not apply to information: (A) which the receiving Party can show was known to it prior to the disclosure by the disclosing Party; (B) which is or becomes public knowledge through no fault of the receiving Party; or (C) which is lawfully disclosed to the receiving Party by a third party. In the event of a disclosure required by Law under subsection

(iii), above, the following requirements shall apply: (1) the Party required by Law to disclose shall use best efforts to give the other Party sufficient advance written notice to permit such Party to seek a protective order or other similar order with respect to the Confidential Information and, thereafter, shall: (2) disclose only the minimum Confidential Information required to be disclosed in order to comply, whether or not the other Party seeks or obtains any such protective or other similar order, and (3) mark such information as confidential, proprietary and FOIA-exempt.

l)Practice represents, warrants and covenants that Practice and its respective officers, directors, and all personnel and Physicians performing services hereunder have not been excluded from any state or federal health care program, debarred by the Federal Food & Drug Administration, or listed on the General Services Administration’s List of Parties Excluded from Federal Procurement and Nonprocurement Covered Services, and Practice is not aware of any such pending or threatened exclusion or debarment action. Breach of this provision shall be cause for immediate termination of this Agreement by Progyny, in addition to any other remedies that may be available in law or equity.

5. Progyny RESPONSIBILITIES

a)Progyny shall market its Covered Services to potential Progyny Payors, and shall, where appropriate, inform potential Progyny Payors seeking Covered Services for its Enrollees of the Covered Services offered at Practice.

b)Nothing in this Agreement shall obligate or require Progyny to inform a specified volume of patients or arrange for a specified amount of services with respect to Practice or its Physicians.

6. CLINICAL DECISION MAKING

Practice and Physician acknowledge and agree that: (i) Progyny does not practice medicine or otherwise provide any health care services, and Progyny is not responsible in any manner for the provision of any such services including but not limited to the Covered Services, (ii) Progyny is not a health insurer, and shall not be deemed as such in any manner, and (iii) clinical decisions regarding the admission, treatment and discharge of Enrollees under Practice or Physician’s care (notwithstanding the receipt by Practice or Physician of any decision to withhold or deny payment for fertility services or treatment rendered by Practice to Enrollee) shall be made exclusively by Practice and/or Physician.

7. REIMBURSEMENT FOR AUTHORIZED GOODS AND SERVICES

Practice grants Progyny the sole and exclusive right to bill Progyny Payors for the Covered Services, and to arrange for the payment to Practice for amounts payable to practice under this Agreement. Practice agrees not to submit a claim or otherwise directly or indirectly bill any Progyny Payor for Covered Services rendered to Enrollees. With the exception of the collection of deductibles, coinsurance or copayments for Covered Services as permitted by an applicable Benefit Plan, or the collection of amounts for Non-Covered Services, Practice agrees not to bill or otherwise collect or have any recourse against Enrollees, or any other individual or entity, for Covered Services. Practice acknowledges and agrees that it will hold harmless the Enrollee for Covered Services performed by Practice and/or Physician. Practice further agrees that such limitation of recourse against Enrollees shall also apply in the event of non-payment of fees for Covered Services by a Progyny Payor or its designee, the insolvency of a Progyny Payor or its designee, or otherwise. In addition, Practice shall not look to Progyny or any Progyny Payor as the responsible party for payment of fees, charges or expenses of any kind whatsoever for the provision of Non- Covered Services to Enrollees. Practice agrees that it may charge, bill and collect payment from an Enrollee for Non-Covered Services to the extent permitted by Laws, provided the Enrollee has been informed prior to its delivery that such service may not be considered a Covered Service, and that Enrollee will be liable for payment. Progyny will compensate Practice for Covered Services provided to Covered Services Enrollees in accordance with the terms enumerated below and in the related Reimbursement Table.

a)Request for Payment. For each instance in which Covered Services are provided to an Enrollee, Practice shall prepare and submit a Clean Claim to Progyny for payment and agrees to accept, as payment in full for all services rendered by Practice, the fees set forth in the Reimbursement Table. Filing method for submitting a Clean Claim shall be identified by Progyny via electronic form. Each Clean Claim must be legible and fully completed, containing all required information and data under the terms of this Agreement.

b)Progyny agrees to reimburse Practice within thirty (30) days following its receipt of each Clean Claim, or as otherwise required in accordance with the Laws. Progyny shall have no obligation to pay for Non-Covered Services or any other goods or services for which an Enrollee is not entitled as Covered Services under the terms of a valid Benefits Plan.

c)Claims must be submitted by Practice within thirty (30) days from the date of service. Claims submitted after thirty (30) days may not be accepted or paid.

d)Correction of Overpayments or Underpayments. In the event that either Party believes that any payment made hereunder was made incorrectly, or that funds were paid beyond or outside of provisions of this Agreement, either Party may seek correction of such payment within three (3) months from the date the original payment was made.

e)Practice will repay overpayments to Progyny within fifteen (15) days of receipt of overpayment notice. Practice will promptly notify Progyny of any credit balance that occurs with regard to any overpayment issued under this Agreement, and will repay such overpayment to Progyny within fifteen (15) days after posting and or identifying the credit balance.

f)The parties agree that recovery of over-payment may be accomplished by offsets against future payments due from Progyny.

g)Practice agrees to accept the payment from Progyny hereunder as full compensation for Covered Services provided to Enrollees. However, claims that are disallowed, in part or in whole, because of Practice’s failure to meet any of the requirements of the Agreement, or the Provider Manual are not considered Non-Covered Services, and Practice agrees that Practice will not hold Enrollees liable for payment of such denied claims. Practice hereby agrees that in no event, including, but not limited to non-payment by Progyny, Progyny's insolvency or breach of this Agreement, shall Practice bill, charge, collect a deposit from, seek compensation, remuneration or reimbursement, or have any recourse against the Enrollee or persons other than Progyny acting on their behalf for Covered Services provided to Enrollees hereunder. Practice further agrees that: (i) this provision shall survive the termination of this Agreement regardless of the cause giving rise to termination and shall be construed to be for the benefit of an Enrollee; and (ii) this provision supersedes any oral or written contrary agreement now existing or hereafter entered into between Practice and any Enrollee or persons acting on a Enrollee's behalf.

h)The Practice agrees, in the event of Progyny's insolvency or other cessation of operations or termination of an Enrollee’s coverage, benefits to the Enrollee will continue through the period for which an applicable Covered Services was paid to Progyny on behalf of Enrollee, or the contracted Covered Services limit has been reached, whichever time is earlier.

i)It is understood and agreed that Practice's performance of all the terms and conditions of this Agreement shall be a condition precedent to the obligation of making payment to the Practice.

j)The Practice recognizes that Covered Services payment arrangements are negotiated based on varying criteria. Practice also recognizes that this multiplicity of constantly changing contractual arrangements between Progyny and individual Progyny Payors makes it impracticable to base Practice’s arrangement with Progyny on each separate contract between Progyny and the Progyny Payor, and that it is both more efficient and more accurate to maintain an established and consistent formulaic approach in effect during the term thereof. Therefore, Practice and Progyny agree that the payment methodology set forth in this Agreement constitutes a reasonable and appropriate payment methodology for Covered Services that appropriately avoids the complexities, costs and potential for error inherent in patient-specific calculations, each of which could or would vary over the terms of this Agreement, and any fees retained by Progyny do not represent a referral payment or splitting of professional service fees, but rather payment to Progyny for Progyny’s bona fide services hereunder, that has been negotiated at arms-length. Progyny considers the specific terms of its

various payment arrangements with Progyny Payors to be proprietary and confidential. Except as required by relevant Law, Progyny shall not disclose the content of such agreements to anyone not a party to such agreement(s) and Practice agrees to this provision as a material precondition to Progyny’s willingness to enter into this Agreement.

8. DATA AND AUDITS

a)Practice represents and warrants that all information provided by Practice and its physicians, employees or agents to Progyny as part of this Agreement or of a Covered Services is and shall be true, complete and accurate.

b)Practice shall complete a Status Report as requested by Progyny for Enrollee activity tracking purposes within ten (10) days of request. Practice recognizes the importance of such information to Progyny in the successful operation of its business accordingly, Practice agrees to respond to a Status Report Request within 10 days of request.

c)Provided that Progyny or Practice has obtained appropriate authorization and consent from Enrollee, Practice and its physicians shall provide Progyny treatment outcome information on each Enrollee, upon completion of each and every service during the Covered Services period. This information will be utilized by Progyny for monitoring Practice’s performance hereunder and to monitor individual Covered Services Benefits Plans.

d)Practice and its physicians shall provide Progyny with reports of treatment outcomes in a format consistent with the SART requirements or in such other format as may be reasonably requested by Progyny from time to time. Practice shall submit such reports within fifteen (15) days of the request.

e)Progyny will train physicians and appropriate Practice staff on how to submit reports such as Applications and cycle outcome information to Progyny.

f)Progyny reserves the right to approve or deny any potential Progyny Payor for participation in its Covered Services(s) at its sole discretion; provided that such approval or denial shall not prevent Practice from providing any goods or services to potential Progyny Payors’ Enrollees in Practice’s ordinary course of business.

g)Practice shall maintain medical records for each Enrollee in accordance with Progyny requirements and/or commonly accepted medical record standards, in an accurate and timely manner and retain them for a period of at least seven (7) years, or longer as may be required by applicable Law, or if the records are under review or audit until the review or audit is complete. Practice shall maintain the confidentiality of such medical records (and any information that identifies a particular Enrollee) so as to comply with all applicable Laws and regulations. Said records shall be made available for fiscal audit, medical audit, medical review, utilization review, and other periodic monitoring upon request of authorized representatives of Progyny (or by its designee). Upon request, Practice shall assist in any reviews which may be required by Progyny, or by Law. In accordance with procedures established by Progyny, Practice shall provide Progyny and any third party duly designated by Progyny, with reasonable access during regular business hours to specified medical records of Enrollees maintained by Practice during the term of this Agreement and thereafter for a period of two (2) years.

h)Practice agrees to notify Progyny within thirty (30) days of: (i) any material legal action claiming medical malpractice in connection with services rendered to an Enrollee filed against Practice or any of its Physicians during the term of this Agreement, and (ii) any adverse malpractice judgments against Practice or any of its Physicians (whether or not involving a Enrollee) during the term of this Agreement.

9. WARRANTIES, REPRESENTATIONS, DECLARATIONS

PROGYNY MAKES NO WARRANTIES, REPRESENTATIONS, OR DECLARATIONS REGARDING ITS PRODUCTS AND/OR SERVICES, INCLUDING WITHOUT ANY LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. PROGYNY MAKES NO WARRANTIES, REPRESENTATIONS, OR DECLARATIONS REGARDING THE EARNINGS OR RESULTS THAT PRACTICE MAY ACHIEVE OR REALIZE AS A RESULT OF PARTICIPATING IN A PROGRAM OFFERED BY PROGYNY. PROGYNY IS NOT RESPONSIBLE FOR THE SUCCESS OR FAILURE OF THE PRACTICE’S BUSINESS DECISIONS RELATING TO ANY INFORMATION PRESENTED BY PROGYNY, OR PRACTICE’S USE OF PROGYNY’S PRODUCTS OR SERVICES. WITH THE EXCEPTION OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, IF ANY, NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY PROGYNY. IN

NO EVENT SHALL PROGYNY BE LIABLE FOR: (I) INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY AND/OR LOST BUSINESS PROFITS OR DAMAGES, EVEN WHERE ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES RESULTING, OR (II) ANY OTHER LIABILITY(IES).

10. Release and Hold Harmless

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PRACTICE, ON BEHALF OF ITSELF, AND PHYSICIAN(S), HEREBY RELEASES PROGYNY FROM, AND HOLDS PROGYNY HARMLESS WITH RESPECT TO, ANY AND ALL LIABILITIES, LOSSES, DAMAGES, CLAIMS, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES) ARISING OUT OF OR IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY PROGYNY PAYOR, INCLUDING, WITHOUT LIMITATION: (I) THE NONPAYMENT OF CLEAN CLAIMS, AND (II) ANY OTHER BREACH, DEFAULT OR MISREPRESENTATION BY A PROGYNY PAYOR UNDER ANY PROGYNY PAYOR AGREEMENT; PROVIDED THAT THE FOREGOING RELEASE AND HOLD HARMLESS SHALL NOT APPLY TO THOSE OBLIGATIONS THAT PROGYNY IS OBLIGATED TO RELATING TO PAYMENT OF CLEAN CLAIMS. WITHOUT LIMITING THE FOREGOING OR ANY OTHER PROVISION OF THIS PARTICIPATING PROVIDER AGREEMENT IN ANY MANNER, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE RELEASE AND HOLD HARMLESS PROVIDED PURSUANT TO THIS PARAGRAPH SHALL APPLY TO PROGYNY AND ITS OWNERS, PARENTS, SUBSIDIARIES, AFFILIATES, MANAGERS, DIRECTORS, AGENTS AND EMPLOYEES.

11. PROGRAM LIAISONS

Each Party shall appoint one senior executive who possesses a general understanding of the issues related to the collaboration contemplated hereunder to act at is respective liaison for this relationship. A Party may replace its designated liaison at any time upon written notice to the other Party. The Program Liaison will also be responsible for providing a single point of communication for seeking consensus, identify and raising functional disputes to the other Party’s liaison in a timely manner.

12. SYMBOLS, TRADEMARKS, AND SERVICE MARK

During the term of this Agreement, neither the Practice nor Progyny shall use the other’s name, symbols, trademark or service mark without the prior written approval from the rightful owner of name, symbol, trademark and or service mark, except as expressly permitted herein.

a)Each Party shall use reasonable commercial efforts not to engage in any act which endangers, destroys or similarly affects, in any material respect, the value of the goodwill pertaining to any such trademark and or service mark and to maintain the quality standards of each other with respect to the goods and services each Party provides.

b)During the term of this Agreement, Practice shall have the non-exclusive right and license to use the trademarks, service marks, name and symbols of Progyny, subject to prior written consent and authorization from Progyny, to be used exclusively in furtherance of the objectives of this Agreement. Practice agrees that Progyny shall have the non-exclusive right and license to use Practice's name, address, telephone number, and a description of specialty area in Progyny's provider listings, and may use Practice's name otherwise to carry out the terms of this Agreement. The Progyny’s provider listings are intended for the use of current and prospective employers and their respective employees, contractors, and participants.

c)Practice is responsible for providing its logo and a link from Practice website homepage and financial costs landing page to approved Progyny website(s).

d)Progyny reserves the right to change, alter, modify or substitute its trademarks or service marks, by giving Practice not less than thirty (30) days’ prior notice thereof, after which period only the trademark or service mark as changed, altered, modified or substituted may be used by Practice.

e)On the expiration or termination of this Agreement, Practice shall remove, as soon as reasonably possible, at the expense of Practice, all forms of advertising, folio, forms, menus, pricing sheets, contracts, Applications, website, digital media, brochures and all other marketing or collateral materials use to promote, administer and support Covered Services.

f)Practice will be solely responsible for, and will indemnify, defend and hold harmless Progyny against any damages, losses, claims, complaints and expenses incurred by Progyny as a result of Practice’s use of materials not approved by Progyny and Progyny will have the option to immediately terminate this Agreement if Progyny has reason to believe that Practice’s use of materials not approved by Progyny places or poses a risk for Progyny.

13. EXCLUSIVE DEALING

Progyny is not restricting Practice or its Physicians from participation with programs similar to those offered by Progyny. Notwithstanding any provision in the Agreement, however, Practice’s or its Physicians’ compliance with this Agreement shall not: (a) override the professional or ethical responsibility of Practice or its Physicians; or (b) interfere with Practice or its Physician’s ability to provide information or assistance to patients as may be required by medical ethics.

14. TERM AND TERMINATION

a)Term. The term of this Agreement shall begin on the Effective Date and will continue in effect for a period of two years (the “Term”). Thereafter, this Agreement will automatically renew for additional Terms at the completion of each prior Term, unless terminated by either Party on ninety days written notice prior to the end of the then current Term.

b)Termination for Cause. Progyny may terminate any individual Physician or Practice by written notice to Practice, effective immediately or at such later date as specified in the written notice, upon: (i) a material breach or default by Practice (or Parent, if applicable) of this Agreement or its duties and obligations hereunder, including, without limitation, a failure to comply with the Progyny policy and procedure or a failure to maintain adequate insurance as required by this Agreement; (ii) the restriction of a Practice ’s authorization to provide Covered Services due to the restriction of a Practice’s licensure or certification, or any other disciplinary action taken against Practice, under the Laws; (iii) the restriction of Practice’s participation in any third party payor programs; (iv) the restriction of a Practice’s medical staff membership or clinical privileges at any healthcare facility, or any other disciplinary action taken against Practice by any peer review body, accreditation agency or body, or governmental authority; (v) a material action, settlement, trial verdict, or other final disposition of any suit brought or claim made against Practice; (vi) the insolvency or the filing of a petition in bankruptcy or of receivership, or the dissolution, of Practice (or Parent, if applicable); (vii) the indictment, arrest or conviction of Practice and/or a Physician (or Parent, if applicable) for a felony, or for any other criminal charge related, directly or indirectly, to the rendering of health care services; (viii) a material reduction in the scope of services provided by Practice or in the availability of services rendered by Practice; or (ix) Progyny’s determination, in its discretion that, Practice or any Physician does not continue to meet applicable standards for credentialing or re-credentialing. Effect of Termination. This Agreement shall remain in full force and effect during the period between the date that notice of termination is given and the effective date of such termination. In the event that this Agreement is terminated, such termination shall not affect the rights and obligations of the Parties accruing prior to the effective date of such termination. This Section shall survive the termination of this Agreement. Practice shall be obligated, to the extent required by applicable Laws, to complete the courses of treatment of Enrollees then receiving Covered Services. Claims for Covered Services rendered subsequent to the termination notice shall be submitted in accordance with this Agreement unless otherwise directed by Progyny.

15. LAW ABIDANCE.

a)The parties shall abide and adhere to all applicable state and federal laws, including, but not limited to the Stark, Civil Right Act of 1964, the Rehabilitation Act of 1973, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975, the ADA, and privacy laws (collectively, the “Laws”), in carrying out the terms and conditions of their respective duties and obligations under this Agreement. None of Progyny, Practice nor Physicians shall intentionally market the Covered Servicess to any individual enrolled in any federal or state health care program. Nothing in this Agreement shall preclude Progyny, Practice or Physicians from

fully disclosing to current or potential Enrollees, including spouses/partners, the fact that Practice has a financial relationship with Progyny.

b)The parties hereto acknowledge that the provision of the products and services hereunder may be subject to federal and state laws, rules and regulations relating to the confidentiality or security of patient information, including, but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the applicable regulations promulgated thereunder. Practice shall comply with all Laws related to privacy, information security, data security, safeguarding and protection of information, disposal, destruction, security breach, financial fraud mitigation and similar Laws, in connection with Progyny Covered Services Enrollees’ information that are applicable to either Party and hereby agrees to the terms, with respect to the confidentiality of Protected Health Information (PHI).

16. PARTICIPANT DISPUTES

Practice agrees to cooperate with Progyny in any Enrollee grievance proceeding as required, including internal remedies provided by Progyny.

17. DISPUTE RESOLUTION BETWEEN THE PARTIES

If one Party has a dispute with the other Party to this Agreement, then the Party shall notify the other Party of the dispute in writing. The Parties will work together in good faith to resolve any and all disputes between them including but not limited to all questions whether a particular dispute may be arbitrated or, the existence, validity, scope or termination of the Agreement or any term thereof. The Parties shall raise such disputes to the most senior person in a position of authority in its respective management for resolution.

If the Parties are unable to resolve any such dispute within sixty (60) days following the date of the dispute notice, and if either Party wishes to pursue the dispute, it shall thereafter be submitted to binding arbitration in accordance with the Commercial Dispute Procedures of the American Arbitration Association, as they may be amended from time to time (http://www.adr.org). Unless otherwise agreed to in writing by the Parties, Party wishing to pursue the dispute must initiate the arbitration within one (1) year after the date in which the notice of dispute was given or shall be deemed to have waived its right to pursue the dispute in any forum.

Any arbitration proceeding under this Agreement shall be conducted in New York County, New York. The arbitrator(s) may construe or interpret but shall not vary or ignore the terms of this Agreement and shall be bound by controlling Law. The arbitrator(s) shall have no authority to aware punitive, exemplary, indirect or special damages, except in connection with a statutory claim that explicitly provides for such relief.

If the dispute pertains to a matter which is generally covered by certain Progyny procedures, the Provider Manual set forth must be fully exhausted by Practice before Practice may invoke any right to arbitration under this Section.

The decision of the arbitrator(s) on the points of dispute will be binding, and judgment on the award may be entered in any court having jurisdiction thereof. The Parties acknowledge this because this Agreement affects interstate commerce in which the Federal Arbitration Act applies.

In the event that any part of this Agreement or any portion of this Section is deemed to be unlawful, invalid or unenforceable, such unlawfulness, invalidity or unenforceability shall not serve to invalidate any other part or portion of this Agreement or this Section.

18. RELATIONSHIP

The relationship between Progyny and Practice, and Progyny and the Physicians is solely that of independent contractors. Nothing in this Agreement, or otherwise, shall be construed or deemed to create any other relationship, including one of employment, agency or joint venture. Nothing in this Agreement shall require, or be interpreted or construed as, the practice of medicine or the control Practice’s operations or its practice of

medicine by Progyny. Nothing in this Agreement is intended as, nor should it be construed as interference with Practice’s or Physicians’ relationship with Enrollees as patients of the Practice.

19. INDEMNIFICATON

a)Indemnification by Practice. Practice agrees to assume full responsibility for any liability imposed by the Laws or otherwise upon Practice, the Physicians, and their employees, agents, contractors and/or representatives (collectively, for purposes of this subsection, the “Practice Entities”) for claims or damages arising out of or in connection with the actions or omissions of the Practice Entities, including, without limitation, claims relating to personal injury or death occasioned directly or indirectly with the performance of Covered Service by the Practice Entities. In the event that a Practice Entity becomes aware of any alleged personal injury or death arising out of the provision of Covered Services to any Enrollee, Practice shall promptly give Progyny written notice containing the particulars sufficient to identify the name and address of the alleged injured or deceased person, the place and circumstances of the alleged incident and the names and addresses of any available witnesses. Without limiting the foregoing provisions of this paragraph, Practice shall be liable to and indemnify, defend and hold harmless Progyny, and any parents, subsidiaries and affiliates of the foregoing, and their respective principals, owners, officers, directors, managers, employees and agents (the “Progyny Indemnitees”), from and against any and all liabilities, losses, damages, claims, complaints, costs, offsets, or expenses (including, without limitation, reasonable attorneys’ fees) (collectively “Losses”) arising out of or in connection with: (A) any breach, default or misrepresentation by any Practice Entity under this Agreement, including, without limitation, any action taken or omitted to be taken by a Practice Entity, (B) any negligence, willful misconduct or malpractice by a Practice Entity, (C) any services rendered by a Practice Entity, (D) the use or maintenance of any property, facility, premises, supplies, or equipment by, or under the direction or control of, a Practice Entity, or (E) the injury or death to any person or Enrollee, or the loss, destruction or damage to any property arising out of or in connection with providing Covered Services by a Practice Entity.

b)Indemnification by Progyny. Progyny shall be liable and shall indemnify, defend and hold harmless Practice, its officers, employees and directors (the “Practice Indemnitees”) from any Losses incurred by the Practice Indemnitees arising out of any claim or complaint by an Enrollee with respect to anything wrongfully done or not done by Progyny in connection with a Covered Services.

c)Neither Party will be liable to the other in indemnification to the extent any Losses are caused by the negligence or willful misconduct of the other party or its indemnitees.

20. FORCE MAJEURE

Any delay or failure in the performance by either Party hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure. For purposes of this Agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage terrorism, vandalism, accident (other than accidents caused by such Party), restraint of government, governmental acts, injunctions, and labor strikes (other than by such Party), that prevent such Party from furnishing the materials or equipment, and other like events that are beyond the reasonable anticipation and control of the Party affected thereby, despite such Party's reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party's failure to perform its obligations under this Agreement.

21. THIRD PARTY RIGHTS

This Agreement is entered into by and between the Parties named herein and for their benefit. There is no intent to create or establish a third party status or right to a third party to this Agreement, except as such rights are expressly created and as set forth in this Agreement, and no such third party shall have any right to enforce to enjoy any benefit created or established under this Agreement.

22. ENTIRE AGREEMENT & AMENDMENTS

This Agreement, in conjunction with the applicable Reimbursement Table, including any correlating Provider Manual, Exhibits, Schedules, and documents referenced herein, constitutes the entire agreement between Progyny and Practice as it relates to this Agreement.

This Agreement supersedes all prior agreements, negotiations and communications on such subject matter.

Progyny may amend this Agreement from time to time upon providing Practice thirty (30) days advance written notice. In addition: (i) Practice understands and agrees that certain state or federal statutory or regulatory requirements may apply that are not fully addressed in the terms and conditions of the Agreement; and that, notwithstanding that the Agreement in its present form may already contain many of the applicable regulatory requirements, any regulatory addenda attached hereto or provided to Practice, Progyny’s website shall supersede and replace any conflicting terms or conditions of the Agreement to the extent of such conflict; and (ii) in the event that Progyny determines that this Agreement requires approval of the a state or federal regulatory agency (collectively, the “Regulators”), the parties agree to promptly make all modifications, amendments or revisions to this Agreement as necessary to secure the approval of the Regulators. Except as otherwise provided herein, neither this Agreement nor any of its provisions, may be amended, modified or waived, except and until executed in writing by a duly authorized representative from each Party.

Failure of a party to complain of any act or omission on the part of another party shall not be deemed to be a waiver. No waiver by a party of a breach of the Agreement will be deemed a waiver of any subsequent breach.

23. SEVERABILITY

If any provision of this agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

24. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the Laws in the State of New York.

25. NOTICES

All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally, facsimiled (which is confirmed) or dispatched (postage prepaid) to a nationally recognized overnight courier service with overnight delivery instructions, in each case addressed to the particular Party at the address indicated in the applicable Reimbursement Table of which any Party may change from time to time by advise the other Party of such change in writing given in accordance with the foregoing. Any notice delivered or facsimiled will be deemed to have been given and received on the Business Day next following the date of delivery.

26. ASSIGNMENT

This Agreement may not be assigned, in full or in part, by Practice without the express written consent of Progyny, and any attempted assignment shall be void and of no force and effect. Any rights or duties hereunder may not be subcontracted or otherwise assigned or delegated by Practice. Practice shall immediately notify Progyny in the event of a change of ownership or control.

27. HEADINGS

The headings of the various sections, subsections and paragraphs of this Agreement are inserted for convenience only and do not, expressly or by implication, limit, define or extend the specific terms of the section so designated.

This Agreement must be signed by an authorized representative of each party to be valid. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement.

EXHIBIT A

COVERED SERVICE DESCRIPTIONS

A.1 Fertility Service

These Covered Services are bundled Covered Services whereby Progyny Payor pays Progyny; Practice provides bundled Covered Services to Enrollee and is compensated by Progyny under the mutually agreed to upon Reimbursement Table. Practice represents and warrants that, as a condition to payment, Covered Services shall be provided in accordance with good clinical practice standards including, but not limited to, any applicable guidelines issued by the American Society for Reproductive Medicine and other similar professional organizations.

a.Covered Services Contents:

Practice agrees to accept the applicable payment set forth in Reimbursement Table as payment in full for the provision of the following Covered Services1, when provided by Practice to an Enrollee in attempt to achieve a clinical pregnancy using Enrollees’ own oocytes and may select from the following bundles:

i.Traditional IVF (Fresh) Plan Includes: Initial Workup and Testing*

In cycle lab test and ultrasounds Cycle management

Retrieval (follicular aspiration) Oocyte identification Semen wash and prep Semen analysis

Complex sperm preparation Oocyte fertilization/insemination Intracytoplasmic sperm injection (ICSI) Embryo culture lab

Assisted hatching or blastocyst culture

Preparation and cryopreservation of embryos / sperm Preparation of embryos for transfer

Embryo transfer with ultrasound guidance Two beta hCG pregnancy test Pre-implantation genetic screening (PGS) biopsy Storage of Cryopreserved Embryo(s) for one (1) year

ii.Freeze-All Cycle (aka Embryo Banking) Includes: Initial Workup and Testing*

In cycle lab test and ultrasounds Cycle management

Retrieval (follicular aspiration) Oocyte identification Semen wash and prep Complex sperm preparation

1Any additional goods or services provided by Practice or a Physician and not described on this Exhibit A shall not by paid by as Covered Services, and Practice and its Physicians shall inform a Enrollee prior in writing that such additional goods or services are not included in the Enrollee’s Benefits Plan.

Oocyte fertilization/insemination

Intracytoplasmic sperm injection (ICSI)

Embryo culture lab

Assisted hatching or blastocyst culture

Preparation and cryopreservation of embryos / sperm

Pre-implantation genetic screening (PGS) biopsy

Storage of Cryopreserved Embryo(s) for one (1) year

iii.Frozen Embryo Transfer cycle Initial Workup and Testing*

In cycle lab test and ultrasounds Cycle management

Preparation of embryos for transfer Embryo transfer with ultrasound guidance Two beta hCG pregnancy test Re-cryopreserved Embryo(s) for one (1) year

iv.IUI

Initial Workup and Testing*

In cycle lab test and ultrasounds

Cycle management

Complex Sperm Preparation / Cryopreservation of sperm with one (1) year storage

In office insemination

Two beta hCG pregnancy test

v.Frozen Oocyte Transfer (Thaw and Fertilization of Oocyte) Initial Workup and Testing*

In cycle lab test and ultrasounds Cycle management

Complex sperm preparation Oocyte fertilization/insemination Intracytoplasmic sperm injection (ICSI) Embryo culture lab

Assisted hatching or blastocyst culture Preparation and cryopreservation of embryos

Preparation of embryos for transfer Embryo transfer with ultrasound guidance Two beta hCG pregnancy test

Pre-implantation genetic screening (PGS) biopsy Storage of Cryopreserved Embryo(s) for one (1) year

* Initial Workup and Testing shall be paid upon completion and may include the following in house tests as clinically necessary. Not all tests listed are required to be performed if not clinically necessary:

up to 3 office visits, day 2/3 labs (E2, FSH, LH, P4), diagnostic uterine testing (saline sonogram, HSG, SIS/SHG), semen analysis, venipunctures

b.Cycle Completion:

For purposes of determining payment hereunder, a cycle will be considered complete upon one of the following:

i.Negative pregnancy is confirmed by beta hCG pregnancy test.

ii.Clinical pregnancy is confirmed by ultrasound visualization of gestational sac, fetal pole, or by audible heartbeat.

iii.Oocyte retrieval is accomplished with fertilization occurred. Embryo is formed and cryopreserved.

c.Partial Covered Services:

This Covered Services is providing a bundled package for Covered Services, Enrollee will receive no rebates, refunds or credits in instances where one or more Covered Services are not provided during the Covered Services.

d.Cancelled Cycle:

Refer to Reimbursement Table reimbursement schedule for details on partial and cancelled cycles.

Practice will report any non-qualified or qualified cancelled cycle to Progyny within five (5) Business Days. The Covered Services Period is not extended due to a cancelled cycle. Practice and its physicians shall inform an Enrollee in the event that Covered Services payment will cease to be available due to time constraints.

g.Excluded Services from Fresh IVF Cycle or FET Cycle

Corrective Surgery

Office Visits prior to Covered Services Commencement

Male Partner Services – testicular biopsy, testicular sperm aspiration, long term frozen sperm storage.

Medications

Donor Oocyte or Donor Embryo related services or cycle fees.

Surrogacy related services or cycle fees.

Donor Sperm fee, including long term storage of frozen donor sperm, shipping or handling fees.

Office Visits or Pregnancy Monitoring after second beta hCG pregnancy test, including ultrasounds.

PGD Biopsy or Lab Testing.

Transfer and/or Shipping Charges of Cryopreserved Embryos or Gametes.

Urgent/Emergent Care provided, whether outpatient or inpatient for hyper-stimulation or other medical conditions associated with Covered Services cycles.

h.Conversion to Donor Oocyte

In the event the physician and Enrollee mutually consent to a change in treatment plan to include the use of donor oocyte after at least one (1) Covered Services cycle has been attempted or completed unsuccessfully, a Covered Services conversion may be made.

i.There is no conversion fee applied to a Covered Services FET cycle.

ii.Practice will notify Progyny that a conversion to donor oocyte has occurred prior to commencement of the fresh IVF donor cycle.

i.Covered Services Completion:

For purposes of determining payment, the Covered Services is deemed completed upon one of the following occurring:

i.Enrollee achieves clinical pregnancy

ii.Enrollee uses all available Covered Services cycles.

iii.Enrollee voluntarily withdraws thereby forfeiting all remaining available Covered Services services/cycles.

j.Covered Services Termination:

The Enrollee may be removed from the Covered Services under the following conditions which include, but are not limited to:

i.For non-compliance with medical instructions or treatment plan recommendations related to Covered Services cycles as given by Practice or Physician.

ii.Physician no longer recommends fertility treatment.

iii.Physician changes treatment plan to include services specifically excluded from Covered Services.

A.2 Egg Freezing

Practice provides Covered Services to Enrollee and is compensated by Progyny per completed egg freezing cycle as described below. Practice represents and warrants that, as a condition to payment, all Covered Services shall be provided in accordance with good clinical practice standards including, but not limited to, any applicable guidelines issued by the American Society for Reproductive Medicine and other similar professional organizations.

a.Covered Services Reimbursement:

Practice agrees to accept the applicable payment set forth in the Reimbursement Table as payment in full for the provision of the Covered Services provided to Enrollees for each egg freezing cycle.

Covered Services does not guarantee the cycle(s) will result in any specified number of eggs to freeze.

b.Covered Services Commencement:

Accrual of Covered Services commences on date Enrollee begins gonadotropin medication for the initial egg freezing cycle.

c.Covered Services: 2

i.Egg Freezing Cycle – The following Covered Services, will be provided to Enrollee for each authorized egg freezing/preservation cycle in accordance with Enrollee’s Benefit Plan.

Initial Workup and Testing*

In cycle lab test and ultrasounds

Cycle management

Retrieval (Follicular Aspiration)

Oocyte Identification

Preparation and cryopreservation of oocytes

Up to one year storage

d.Cycle Completion:

For purposes of determining Covered Services payment hereunder, a cycle will be deemed complete upon accomplishing or attempting oocyte retrieval, cryopreservation and storage.

If cycle did not produce eggs to cryopreserve and store, the cycle is deemed complete (for Covered Services reimbursement purposes) upon accomplishing or attempting oocyte retrieval.

e.Cancelled Cycle:

Refer to Reimbursement Table for details on partial and cancelled cycles.

Practice will report any non-qualified and qualified cancelled cycle to Progyny within five (5) business days.

f.Excluded Services from Egg Freezing Cycle

Corrective Surgery

Office Visits prior to Covered Services Commencement

Medications

2Any additional goods or services provided by Practice or a Physician and not described on this Exhibit A shall not by paid by the Covered Services, and Practice and its Physicians shall inform a Enrollee prior in writing that such additional goods or services are not included in the Enrollee’s Benefits Plan.

Storage of Cryopreserved Oocytes beyond Twelve (12) Month Period.

Transfer and/or Shipping Charges of Cryopreserved Oocytes.

Urgent/Emergent Care provided, whether outpatient or inpatient for hyper-stimulation or other medical conditions associated with Covered Services cycle.

g.Covered Services Completion:

For purposes of determining payment, the Covered Services is deemed completed upon one of the following occurring:

Enrollee uses all available Covered Services cycles.

h.Covered Services Termination:

The Enrollee may be removed from the Covered Services under the following conditions which include, but are not limited to:

i.For non-compliance with medical instructions or treatment plan recommendations related to Covered Services cycles as given by Practice or Physician.