1 AMENDED AND RESTATED MANAGEMENT AGREEMENT This

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AMENDED AND RESTATED MANAGEMENT AGREEMENT

This Amended and Restated Management Agreement (the “Agreement”) is made and

entered into on __________, 2017 (“Effective Date”) by and between Quartz Health Solutions,

Inc. d/b/a Quartz, a Wisconsin for-profit corporation (“Quartz”), and Unity Health Plans

Insurance Corporation, a Wisconsin stock insurance corporation (“Unity”) (each, a “Party,” and

collectively, “Parties”), with reference to the following background:

A. Unity is a duly organized and validly existing corporation that is licensed as a

stock insurance corporation in Wisconsin;

B. Quartz is a duly organized and validly existing corporation that is licensed as an

employee benefit plan administrator in Wisconsin and is an Affiliate (as defined in Section 1(c)

below) of Unity and provides administrative and management services to support health

maintenance organizations and health insurers in the administration of their benefit products;

C. The Parties are parties to that certain Management Agreement, dated as of May 2,

2016 (the “Initial Management Agreement”);

D. Unity desires for Quartz to continue to provide such administrative and

management services to and on behalf of Unity in connection with Unity’s benefit products as

are required to administer Unity’s business adequately and appropriately;

E. Quartz desires to continue to provide such services to and on behalf of Unity in

accordance with the terms and conditions set forth in this Agreement; and

F. The Parties desire to amend and restate the Initial Management Agreement, and

this Agreement amends, restates, and supersedes the Initial Management Agreement in its

entirety.

NOW, THEREFORE, in consideration of the foregoing background recitals and the

mutual promises and covenants set forth herein, and for other good and value consideration, the

receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the

Parties hereto agree as follows:

1. Authority and Duties of Quartz.

(a) Services. Quartz shall provide to Unity, from time to time and either

directly or through third parties, the following services as required to administer Unity’s business

adequately and appropriately (“Services”), including but not limited to those described below

and more fully in Exhibit A:

(i) reinsurance pricing and procurement;

(ii) investment services;

(iii) actuarial analysis;

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(iv) underwriting

(v) human resources services and employee benefits administration;

(vi) policyholder services;

(vii) legal services;

(viii) corporate and tax accounting;

(ix) record keeping and financial reporting;

(x) information technology services;

(xi) sales, marketing, and enrollment;

(xii) account and broker management;

(xiii) compliance and strategic planning;

(xiv) premium collection and refunds;

(xv) claims management and settlement;

(xvi) utilization review and utilization management;

(xvii) provider credentialing;

(xviii) member grievance and appeals;

(xix) care coordination, disease management, quality management, and

other quality improvement activities, including but not limited to

maintaining National Committee for Quality Assurance

accreditation;

(xx) provider contracting and network management; and

(xxi) such other services as the Parties mutually agree.

(b) Standard of Care. In providing the Services, Quartz shall act in good faith,

in a commercially reasonable manner and in accordance with customary industry standards and

applicable laws for the provision of the Services. Unity shall provide Quartz with all information

that is necessary to enable Quartz to perform fully its obligations hereunder. Quartz shall

provide the Services consistent with the service-level standards set forth in Exhibit B.

assign its rights or obligations with respect to the performance of any Services, including an

assignment to an Affiliate of Unity. For purposes of this Agreement, “Affiliate” means, with

respect to any Party, any other individual or entity controlling, controlled by or under common

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control with such Party, with “control” (including the terms “controlling,” “controlled by” and

“under common control with”) meaning the possession, directly or indirectly, of the power to

direct or cause the direction of the management or policies of an individual or entity, whether

through ownership of voting securities, by contract or otherwise.

(d) Subcontracting. Quartz shall ensure that all arrangements with contractors

engaged by Quartz to provide Services (i) are in writing, specify the services and reporting

obligations, and are duly executed; (ii) require the provision of such services in accordance with

the terms of this Agreement, applicable laws, and services standards and requirements as the

same would apply to Quartz if Quartz were performing the services; (iii) require compliance with

the terms of this Agreement, as applicable; (iv) state that Unity and Quartz shall monitor the

contractors’ performance on an ongoing basis, including through routine audits; (v) include a

Business Associate Agreement that complies with the Health Insurance Portability and

Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for

Economic and Clinical Health Act (“HITECH”), in every agreement with a contractor that

receives protected health information (“PHI”), as that term is defined under HIPAA; and (vi)

permit Quartz to suspend or revoke a contractor’s provision of Services under this Agreement or

take such other corrective action as regulatory bodies, Unity and/or Quartz determines

appropriate. If any contractor credentials health care professionals, then the written arrangement

also shall state that the credentials shall be reviewed by Unity and Quartz and/or the contractor’s

credentialing process shall be subject to review and approval as well as periodic audit by Unity

and Quartz. Quartz shall use commercially reasonable efforts to promptly amend any

agreements with contractors to comply with applicable laws. Quartz shall provide Unity with a

list of all contractors on an annual basis and upon request.

(e) Unity Oversight.

Provision of the Services will at all times be subject to oversight and control by the Board of

Directors of Unity, which shall direct and control the business that is being carried out by Quartz

on behalf of Unity, including the control and direction of Quartz’s employees in the performance

of Services under this Agreement. No action taken by Quartz at the direction or with the

approval of a majority of the Unity’s Board of Directors in office at the time of the direction or

approval may be used by Unity as grounds for termination under Section 4. In performing any

Services hereunder, Quartz shall be responsible for following the written instructions and

procedures of Unity hereunder.

2. Reimbursable Expenses.

(a) Quartz shall not be required to expend or advance its own funds in

connection with the performance of the Services. Consistent with Section 3 below, Unity shall

pay or reimburse Quartz for all costs and expenses incurred by Quartz for employees, equipment,

facilities and other items in connection with Quartz performing Services or other duties and

obligations under this Agreement. Expenses shall be apportioned in accordance with applicable

Generally Accepted Accounting Principles, provided that, the parties shall be in compliance with

the requirements in the NAIC Accounting Practices and Procedures Manual as it relates to this

Agreement. The books and records of Quartz and Unity shall be maintained in a way that clearly

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and accurately discloses the nature and details of the Services, including such accounting

information as is necessary to support the expenses apportioned to Unity.

(b) All payments and/or reimbursements made by Unity to Quartz pursuant to

Section 3 hereunder are intended to approximate the costs and expenses incurred by Quartz in

performing its services hereunder. All of the advances, costs and expenses to be paid or

reimbursed by Unity to Quartz pursuant to Section 3 or otherwise in this Agreement are

collectively referred to as the “Reimbursable Expenses.”

3. Payments for Services.

(a) No later than the fifth business day of each month that this Agreement is

in effect, Unity shall pay Quartz an advance payment (“Monthly Advance Payment”) up to 1/12

the amount of Quartz’s annual operating budget for services provided to Unity as approved by

the Unity Board of Directors in advance of each year (“Annual Operating Budget”) to cover the

expected cost of Quartz’s Reimbursable Expenses for the month. The first Monthly Advance

Payment shall be made by Unity on the Effective Date without regard to whether the Effective

Date is the first day of a month.

(b) In the event Quartz expects its Reimbursable Expenses for Services

provided to Unity to exceed the amounts paid as Monthly Advance Payments by Unity, then

Quartz may request that Unity’s Board of Directors approve additional funding equal to the

expected shortfall in Monthly Advance Payments (“Supplemental Funding”). Quartz shall

provide Unity with sufficient data and information for Unity to evaluate a request for

Supplemental Funding. Upon receiving such a request from Quartz, Unity’s Board of Directors

shall promptly vote on such request. The maximum Supplemental Funding request to Unity, as

measured in the aggregate on a calendar year basis, is ten percent (10%) of the Annual Operating

Budget.

Services are provided, Quartz shall submit to Unity a statement setting forth all Reimbursable

Expenses for such calendar year. Consistent with Section 2(b), the Reimbursable Expenses shall

be calculated based on Quartz’s actual costs to provide the Services. Within thirty (30) days

after receipt of the statement, there shall be a reconciliation comparing Reimbursable Expenses

to the Monthly Advance Payments and Supplemental Funding. Based on the results of such

reconciliation, either (i) Unity shall, within five (5) business days, pay to Quartz the amount by

which the Reimbursable Expenses exceeded the total Monthly Advance Payments and

Supplemental Funding received by Quartz during the year or (ii) Quartz shall, within five (5)

business days, pay to Unity the amount by which the Reimbursable Expenses were less than the

total Monthly Advance Payments and Supplemental Funding received by Quartz during the year.

(d) Within thirty (30) days following the termination of this Agreement for

any reason or until Services are transferred to a new party, whichever is later, Quartz shall return

to Unity the amount Quartz has retained from Unity’s payments during the term of this

Agreement after deducting costs for Quartz’s Reimbursable Expenses.

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(e) Unity shall not advance funds to Quartz except to pay for services defined

in this Agreement. Any funds or invested assets of Unity held by Quartz are the exclusive

property of Unity, are held for the benefit of Unity, and are subject to the control of Unity.

4. Termination.

(a) This Agreement may be terminated as follows:

(i) By mutual agreement of the Parties in writing;

(ii) By either Party if the other Party has materially breached any

material term of this Agreement and has not corrected such breach within 30 days after receipt of

written notice of such breach. Notwithstanding the foregoing, if a failure by its nature cannot be

corrected within a 30-day period, then there shall be no right to terminate this Agreement if the

correcting Party substantially begins correction within such 30-day period and thereafter

expeditiously corrects such breach.

(iii) By either Party if the Parties are no longer Affiliates; or

(iv) By Unity if the type, quantity, or manner of Services provided by

Quartz hereunder cause Unity to be operated, in Unity’s reasonable discretion, in a manner that

does not further Unity’s purposes.

(b) In the event of termination of this Agreement, Quartz shall promptly

arrange, at the cost of Unity, for the return or transfer to a successor service provider, if any, of

all of the books and records of Unity, including any Proprietary Information, that were provided

to Quartz or created by Quartz pursuant to Quartz’s responsibilities under this Agreement.

Quartz will cooperate with Unity in such return or transfer.

the period reasonably necessary to transfer the Services to a new entity.

5. Confidentiality – Proprietary Information.

(a) Proprietary Information. “Proprietary Information” includes the pricing,

methods, processes, financial data, provider or customer lists, statistics, software, systems or

equipment, programs, research, development, strategic plans, operating data, or related

information of each of the Parties and/or its or their policyholders, concerning past, present, or

future business activities of each Party. Proprietary Information includes all non-public

information disclosed by either Party to the other prior to the execution of this Agreement.

(b) Confidentiality. Except as otherwise provided in this Agreement, each

Party shall maintain the Proprietary Information of the other Party in strict confidence; will use

such Proprietary Information only for purposes of this Agreement; and will not disclose such

Proprietary Information to any person or entity, except with the prior written consent of the other

Party. Each Party shall take reasonable precautions to prevent the disclosure of Proprietary

Information and each Party shall be responsible for any breach of this confidentiality

requirement by one of its officers, employees, directors, or third-party agents acting on behalf of

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such Party. Proprietary Information created, used, or purchased by Quartz for purposes of

providing Services to Unity shall be the property of Unity while this Agreement is in effect and

following its termination; such Proprietary Information must be transferred to Unity or Unity’s

designee upon termination of this Agreement, as set forth in Section 4(b) above.

construed as prohibiting either Party’s disclosure of Proprietary Information (other than to

known actual competitors of the other Party):

(i) to its employees or employees of its parent company and

subsidiaries and Affiliates on a need-to-know basis;

(ii) to the employees, agents, or representatives of the other Party; or

(iii) to other persons (including consultants) in need of access to the

information for purposes specifically related to either Party’s responsibilities under this

Agreement.

(d) Information Lawfully Received.

(i) Neither Party has any obligation or liability with respect to the

other’s information to the extent that the information:

(A) is already known by the receiving Party on the date of this

agreement, free from any obligation to keep such information confidential;

(B) is or becomes publicly known through no wrongful act of

the receiving Party;

party without restriction and without breach of any obligation of the third party; or

(D) must be disclosed pursuant to a court order or as required

by any governmental or administrative authority or authorized regulatory agency, in which event

the disclosing Party shall notify the other Party in advance of any such disclosure.

6. Privacy.

(a) The Parties shall, no later than the Effective Date, enter into a Business

Associate Agreement to govern each Party’s obligations under HIPAA and the HITECH Act.

(b) In addition to the obligations set forth in the Business Associate

Agreement, the Parties shall comply with all applicable privacy laws, including but not limited to

those applicable under the Gramm-Leach Bliley Act, codified at 15 U.S.C. § 6801 et seq., Wis.

Admin. Code Ins. Chapter 25, Iowa Admin. Code r. 191.90, and Minn. Stat. §§ 60A.98 to

60A.982.

7. Reports.

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(a) Quartz shall provide Unity with industry standard reports as set forth in

Exhibit C (“Reports”), which Unity reasonably and in good faith requests to conduct its business,

including monitoring of Quartz’s performance hereunder. In addition, Quartz shall provide

periodic reports to the Unity Board of Directors, which shall include, at a minimum, quarterly

operational reports on certain operational statistics as requested by the Unity. Such reports shall

contain the performance metrics for applicable laws related to the Services which Quartz has

responsibility for performing. In the preparation of any reports pursuant to this Agreement,

Quartz shall be responsible for following the written instructions and procedures of Unity

hereunder and otherwise complying with the terms of this Agreement and applicable laws in

connection with preparing the Reports.

(b) Quartz shall use commercially reasonable efforts to provide support to

Unity in the event Unity is audited by a government authority with jurisdiction over the

operations of Unity.

8. Ownership of and Access to Records. Each Party shall retain title to its own

general corporate books and records. The books, accounts and records of each party shall be

kept in a manner that clearly and accurately discloses the nature and details of the transactions

under this Agreement, including the accounting information which is necessary to support the

reasonableness of the charges or fees to the respective parties, and in accordance with generally

accepted accounting principles permits ascertainment of charges relating to such transactions. In

this Agreement, the books and records of Unity are defined to include all books and records

developed or maintained under or related to the Agreement. Each Party shall retain the right of

continuing access to the books and records of the other Party sufficient to permit the Parties to

fulfill all of their respective duties and obligations under this Agreement, subject to the

provisions of Sections 5. The Parties acknowledge that state departments of insurance and

applicable Federal agencies and departments lawfully entitled to access to books and records of a

Party shall be given reasonable access to such books and records during normal business hours

and upon reasonable advance notice. Unity shall have the right to audit Quartz’s books and

records to assess Quartz’s compliance with this Agreement and applicable legal requirements.

9. Relationship of the Parties. Nothing contained herein shall be construed to

create the relationship of employer/employee, partner, or joint venture between Unity and Quartz

or to provide Quartz with the exclusive right to manage or control Unity in performing its

obligations under this Agreement; Quartz may exercise its own judgment subject to the

parameters set forth herein and further subject to any written rules, regulations and instructions

issued by the Board of Directors or the officers of Unity as to the time and manner in which

Quartz performs such obligations.

10. Delinquency Proceedings Against Unity. If Unity is placed in delinquency

proceedings or seized by the Commissioner of Insurance (the “Commissioner”) under chapter

645 of the Wisconsin Statutes:

(1) All of the rights of Unity under the Agreement extend to the receiver or

Commissioner; and

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(2) All books and records of Unity will immediately be made available to the receiver or

the Commissioner, and shall be turned over to the receiver or Commissioner immediately

upon the receiver or the Commissioner’s request; and

(3) Quartz will continue to maintain any systems, programs, or other infrastructure

notwithstanding such proceeding or seizure, and will make them available to the receiver

for so long as Quartz continues to receive timely payment for services.

11. Unity’s Obligation to Provide Information. Unity shall provide Quartz with all

information which is necessary to enable Quartz to perform fully its obligations hereunder.

Quartz shall not be liable to Unity for any failure to perform said obligations if such failure is a

result of Unity’s failure to provide Quartz with necessary information.

12. Indemnification. Quartz

shall indemnify, defend, and hold Unity harmless from

any and all liabilities, including the costs of defense and settlements, paid or incurred by Unity as

a result of the gross negligence or willful misconduct of Quartz in providing services under this

Agreement. Unity shall, as a condition of such indemnification, notify Quartz within ten (10)

days after receipt of notice of any claim against Unity for which Unity seeks indemnification.

Quartz shall be entitled to make such investigation, settlement, or defense of the claim as it

deems prudent.

13. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and interpreted

and enforced in accordance with the laws of the State of Wisconsin, without giving effect to the

choice or conflict of law provisions of that or any other jurisdiction.

(b) Severability. Any term or provision of this Agreement that is invalid or

unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of

any such invalidity or unenforceability without rendering invalid or unenforceable the remaining

terms and provisions of this Agreement or affecting the validity or enforceability of any of the

terms or provisions of this Agreement in any other jurisdiction. If any provision of this

Agreement is invalid or unenforceable, that provision shall be interpreted to the extent possible

in a manner that is valid and enforceable.

with any term of this Agreement, to exercise any option, enforce any right, or seek any remedy

upon any default of the other Party shall affect, or constitute a waiver of, the first Party’s right to

insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy

with respect to that default or any prior, contemporaneous, or subsequent default, nor shall any

custom or practice of the Parties at variance with any provision of this Agreement affect, or

constitute a waiver of, either Party’s right to demand strict compliance with all provisions of this

Agreement.

(d) Waivers and Amendments. The Agreement and the Exhibits attached

hereto may only be amended or modified, and the terms hereof may only be waived, by writing,

signed by each Party or, in the case of a waiver, by the Party entitled to the benefit of the terms

being waived.

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(e) Assignment. Neither this Agreement nor any rights or obligations

hereunder may be assigned or otherwise transferred, in whole or in part, by any Party without the

prior written consent of the other Party, except as provided in Section 1(c).

(f) Binding Effect. This Agreement will apply to and inure to the benefit of

and be binding upon and enforceable against each Party and their respective successors and

permitted assigns.

(g) Construction; Interpretation. All pronouns and any variations thereof

refer to the masculine, feminine, or neuter, singular, or plural, as the context may require. The

captions and headings of the various sections of this Agreement are not part of this Agreement,

but are only labels to assist in locating those sections and shall be ignored in construing this

Agreement.

(h) Notices. All notices and other communications under this Agreement will

be in writing and will be delivered personally or sent by confirmed facsimile transmission or

nationally recognized overnight delivery service. Any such notice or other communication will

deemed given upon actual delivery, in each case to the following addresses:

If to Quartz:

Quartz Health Solutions, Inc.

Attention: President

840 Carolina Street

Sauk City, WI 53583

If to Unity:

Unity Health Plans Insurance Corporation

Attention: President

840 Carolina Street

Sauk City, Wisconsin 53583

(i) Counterparts. This Agreement may be executed in counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same

instrument.

(j) Licensure and Compliance with Law. Quartz shall, without reliance

upon Unity, keep informed of and materially comply with laws applicable to its performance

under this Agreement, including laws governing the conduct of third party administrators, as if

Quartz were subject to those requirements directly. Quartz has and shall maintain, and shall

cause any permitted contractors to have and maintain, the applicable state licensures, permits,

and other approvals required under law to perform the Services and otherwise meet Quartz’s

obligations under this Agreement. Quartz shall furnish Unity with evidence of such licensures

and permits upon request and shall notify Unity within five (5) days of any fine, penalty,

suspension, termination or other action .regarding such licenses.

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(k) No Third Party Benefit. This Agreement is intended for the exclusive

benefit of the Parties to this Agreement and their respective heirs, successors and assigns, and

nothing contained in this Agreement shall be construed as creating any rights or benefits in or to

any third party.

[SIGNATURE PAGE FOLLOWS]

[Signature Page to Unity A&R Management Agreement]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly

authorized officers of Unity and Quartz as of the date first above written.

Quartz Health Solutions, Inc. Unity Health Plans Insurance

Corporation

By: By:

Printed Name: Terry Bolz Printed Name: Terry Bolz

Title: President and Chief Executive Officer Title: President and Chief Executive Officer

EXECUTION VERSION

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EXHIBIT A

SERVICES

Quartz shall act as a general administrative and financial manager for Unity and, subject to the

direction of Quartz’s Board of Directors and further subject to the terms and conditions of this

Agreement (including but not limited to Section 1(e) of the Agreement regarding the Unity

Board of Directors’ ultimate oversight of Quartz), any other applicable agreement, any

applicable laws or regulations of any governing body or regulatory agency, and any written

policies, rules or regulations of Unity, Quartz shall either directly or through subcontractors (for

whose acts, errors or omissions Quartz shall take full responsibility for) provide or perform on

behalf of Unity the services or activities required to administer Unity’s business adequately and

appropriately, including the following:

A. Strategic planning, executive guidance and general services with respect to the business

activities of Unity.

B. Consultation and assistance with the legal affairs of Unity.

C. Coordination of employee health, welfare and fringe benefit programs.

D. Financial consultation and oversight with respect to the management of the assets of

Unity. Such will include the development and implementation of a program of

investments for the assets of Unity pursuant to which program Quartz (or investment

managers designated by Quartz) will purchase and sell securities on behalf of Unity from,

to or through such brokers, dealers, investment advisors of other parties as Quartz shall

deem appropriate, provided, however, that Quartz will take no responsibility for the acts,

errors or omissions of any such broker, dealer, investment advisor or other party which it

may select to perform financial services in behalf of Unity. Quartz will provide to

Unity’s Board of Directors regular reports with respect to its investment program and

such other reports as may be necessary or requested by Unity’s Board of Directors with

the understanding that Unity’s Board of Directors shall review and approve investment

transactions on a quarterly basis. Quartz shall at all times manage the assets of Unity in

accordance with the investment policy set by Unity’s Board of Directors.

E. Accounting and bookkeeping services including the following:

1. Deposit of Unity’s funds in a special bank account in Unity’s name that is

separate from the funds of Quartz;

2. Processing and payment of trade accounts payable;

3. Maintenance of journals, ledgers, check registers and payroll records;

4. Coordination of Unity’s payroll;

5. Preparation of federal and state income and payroll tax returns;

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6. Preparation of monthly bank reconciliations;

7. Assistance in the preparation by the 10th working day of the end of each month a

balance sheet, statement of income and a statement of cash flows;

8. Coordination of investing activities;

9. Coordination and consolidation of annual budgeting process;

10. Any and all other services reasonably necessary.

F. Information systems support and telephone service.

G. Coordination and performance of the compliance functions of Unity.

H. Functions necessary to administer Unity’s benefit products, including:

1. Utilization review activities, including retrospective and concurrent utilization

review, approval of out-of-network referrals, and prior authorization services.

2. Provider credentialing.

3. Member grievance and appeals processing.

4. Provider contracting, network management, and dispute processing.

5. Claims processing and adjudication.

6. Development and distribution of member communications.

7. Healthcare quality improvement activities such as care coordination, disease

management, and quality management services, including but not limited to

maintaining National Committee for Quality Assurance accreditation.

8. Coordination and performance of the marketing, sales, enrollment, and account

and broker management functions of Unity.

I. Miscellaneous

1 Quartz may use only such advertising pertaining to business underwritten by

Unity as has been approved in writing by Unity in advance of its use.

2. Any policies, certificates, booklets, termination notices, or other written

communications delivered by Unity to Quartz for delivery to its members and

policyholders shall be delivered by Quartz promptly after receipt of instructions

from Unity to deliver them.

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3. Any underwriting conducted by Quartz on behalf of Unity shall be conducted

using underwriting criteria or other standards established and provided by Unity.

4. Quartz shall provide a written notice approved by Unity to insured individuals

advising them of the identity of, and relationship among, Quartz, the member or

policyholder, and Unity.

J. Such other services incident to the performance of the aforementioned activities and

services as may be reasonably required.

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EXHIBIT B

SERVICE LEVEL REQUIREMENTS

Function

Identification card issuance

Enrollment quality accuracy

Non-investigated claims paid within thirty (30)

days

Investigated claims paid in sixty (60) days

Claims paid quality accuracy



Participant satisfaction

Average speed of customer service

Customer service accuracy

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EXHIBIT C

REPORTS

Report Frequency

Balance Sheet Quarterly; must be sent to Unity no later than

30 days after the end of a quarter

Income Statement Quarterly; must be sent to Unity no later than

30 days after the end of a quarter

Cash Flow Statements Quarterly; must be sent to Unity no later than

30 days after the end of a quarter

Standing Committee Reports Quarterly; must be sent to Unity no later than

30 days after the end of a quarter

Audit Plan Annually; must be sent to Unity no later than

30 days after the end of a calendar year

Proposed Annual Operating Budget Annually; must be sent to Unity no later than

45 days before the start of a calendar year

External Audit Reports Must be sent to Unity no later than 30 days

after Quartz’s receipt from external auditor

Internal Audit Reports Must be sent to Unity no later than 30 days

after Quartz completes the internal audit report

1. All reports provided by Quartz shall be in the format requested by Unity.

2. Quartz shall provide any such other reports as requested by the Unity Board of Directors

and/or as required by Unity or applicable law.