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GROUP PURCHASING PROGRAM AGREEMENT

This GROUP PURCHASING PROGRAM AGREEMENT (the "Agreement") is entered into as of the __ day of ______, 2016, by and between UNITED RHEUMATOLOGY, LLC, a Delaware limited liability company with offices at 315 Middle Country Road, Smithtown, New York 11787 (the "GPO") and ________________, with offices located at ____________ (the "Member").

RECITALS

The following recitals are incorporated into the Agreement as though set forth at length therein:

A. The GPO is a group purchasing organization that negotiates with vendors (each individually a "Vendor" and, collectively, the "Vendors"), to make the highest quality pharmaceuticals and medical and office products and supplies ("Products") available to physicians and physician practices at competitive prices through group purchasing programs.

B. The Member is a physician practice which desires to participate in one or more programs negotiated by the GPO (each individually a "Program" and collectively, the "Programs").

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

1. Term of Agreement. The term of this Agreement shall be for a period of one (1) year commencing on the date hereof (the "Initial Term"), unless otherwise terminated as hereinafter provided. Thereafter, unless otherwise terminated in accordance with its terms, this Agreement will automatically renew annually for additional successive one (1) year terms,

unless either party provides the other with written notice of non-renewal at least sixty (60) days prior to the end of the then current term (the Initial Term, together with any renewal terms shall be collectively referred to as the "Term"). Notwithstanding any provision to the contrary, the Member's participation in any individual Program shall terminate automatically upon the termination of such Program by either the GPO or the respective Vendor making such Program available hereunder.

2. Services. The Member shall be entitled to participate in the Program(s) listed on the Exhibits attached hereto (which shall be modified and supplemented with additional exhibits by the GPO on notice to the Member from time to time to reflect (i) those additional Programs offered to the Member by the GPO in which the Member elects to participate; (ii) those Programs which have been terminated or from which the Member has withdrawn; and (iii) any revisions to the Programs agreed to with Vendor), subject to the terms and conditions set forth thereon.

3. Compensation. In consideration for making the Program(s) available to the Member (and to other physician practices) and administering the Program(s) set forth on the Exhibits hereto, the Member understands that the GPO shall receive compensation from Vendors in an amount of two (2%) or less of the purchase price of the goods or services purchased by the Member and other participants in such Program(s).

4. Disclosure of Compensation. GPO will report to Member, in writing, on a basis not less frequently than annually, and to the secretary of health and human services, on request, the amount received from Vendors with respect to Purchases made by or on behalf of Member. Member understands that the discounts and rebates provided by GPO's contract vendors as part

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of the Program are discounts within the meaning of 42 U.S.C. ? 1320(a)-7(b)(3)(A) of the Social Security Act and the regulations promulgated thereunder at 42 C.F.R. ? 1001.952(h) and that the Member may have an obligation to report the discounts to any state or federal program which provides costs or charge base reimbursement to Member for items to which the discounts apply. With respect to such discounts, Member intends to comply with the requirements of the applicable laws and discount safe harbor regulations.

5. NO WARRANTIES. THE MEMBER ACKNOWLEDGES THAT (A) THE GPO IS NOT THE MANUFACTURER OR VENDOR OF ANY PRODUCT MADE AVAILABLE UNDER ANY PROGRAM AND FURTHER THAT (B) THE GPO IS NOT ANY MANUFACTURER'S OR VENDOR'S AGENT. ACCORDINGLY, THE GPO HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO ANY PRODUCT MADE AVAILABLE UNDER ANY PROGRAM INCLUDING WITHOUT LIMITATION, ANY PRODUCT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL OR WORKMANSHIP, OR AS TO PATENT INFRINGEMENT OR THE LIKE.

6. Compliance. While Member is not required to make any purchases of Product under the Program, Member agrees that any purchases made will comply with the terms and conditions of this Agreement and all terms and conditions of the contract negotiated by GPO with the various suppliers of Products under the Program. Further, Member agrees that it will be bound by and act in accordance with all additional terms and conditions which may be required to access certain products under the Program through affiliated group purchasing organizations.

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7. Own Use. Member expressly understands and agrees that each and every purchase made through the Program is for Member's ultimate consumption or Own Use as defined by the U.S. Supreme Court in Abbott Labs, et al. v. Portland Retail Druggist Association, Inc., (425 U.S. 1, 1976) and its successor line of cases and the Prescription Drug Marketing Act of 1987. If Product purchased under this Agreement is not dispensed consistent with "own use", Member will provide GPO with an accounting for all such dispensing and shall return all discounts attributable to such dispensing to GPO. Return of discounts is a nonexclusive remedy for violation of this "own use" provision and supplements other legal and equitable remedies to which GPO may be entitled. Member agrees to indemnify and hold GPO harmless from any liability including, but not limited to cost of litigation resulting from any breach by Member of this paragraph.

8. Relationship of the Parties. The Member hereby authorizes the GPO to represent the Member in discussions with Vendors and authorizes the GPO to act as a purchasing agent to negotiate the pricing and terms, as well as manage the contract(s) for products and services that are to be purchased by the Member, provided that the Member and the GPO shall not have the authority to make any agreement or commitment, nor incur any liability on behalf of the other, nor shall either party hereto be liable for any acts, omissions to act, contracts, commitments, promises, or representations made by the other party, except as specifically authorized in this Agreement.

9. Reporting. Not later than thirty (30) days after the end of each calendar quarter during the Term (including the quarter in which this Agreement is terminated or expires), Member shall submit to GPO an accurate and complete quarterly report (each, a "Quarterly

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Report"), in the electronic format determined by the GPO, that sets forth in reasonable detail all purchases by the Members for the Product during such quarter.

10. Confidentiality. Member agrees to keep confidential all terms of this agreement confidential ("user information"). Member agrees to use the user information solely for the purposes contemplated by this Agreement. Member agrees that all title to and ownership of user information shall at all times remain with GPO. Member will use the user information in confidence, will not disclose any user information to any third parties, but will limit its disclosure to bona fide employees of Member on a need to know basis. Member acknowledges that GPO's remedies at law for any breach of this provision would be inadequate and agrees that in the event of Member's breach of any provision of this paragraph, GPO shall be entitled to appropriate equitable relief, including, but not limited to injunctive relief, which remedy shall be non-exclusive without the need to post any bond. A violation of any provisions of this Program shall be considered a breach of this Agreement and will be grounds for immediate termination of this Agreement by GPO.

11. GPO Laws and Regulations. GPO is a group purchasing organization that is structured to comply with the requirements of the "safe harbor" regulations regarding payments to group purchasing organizations set forth in 42 C.F.R. ?1001-952(j). The parties agree: (i) it is their intent to establish a business relationship that complies with the Medicare and Medicaid anti-kickback statute, set forth in 42 U.S.C. ?1320a-7b(b) and (ii) to comply with the requirements of the "safe harbor" regulations regarding payments to group purchasing organizations set forth in 42 C.F.R. ?1001.952(j) and the parties believe that this Agreement satisfies those requirements.

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