SETTLEMENT AGREEMENT. dated as of FEBRUARY 20, by and among OXFORD HEALTH PLANS LLC, TOGETHER WITH EACH OF ITS AFFILIATES AND SUBSIDIARIES AND

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1 SETTLEMENT AGREEMENT dated as of FEBRUARY 20, 2015 by and among OXFORD HEALTH PLANS LLC, TOGETHER WITH EACH OF ITS AFFILIATES AND SUBSIDIARIES AND JOHN IVAN SUTTER, M.D., P.A. WEI L:\ \14\

2 SETTLEMENT AGREEMENT This settlement agreement (the "Settlement Agreement ") is made and entered into as of the date set forth on the signature pages hereto by and through: (a) John Ivan Sutter, M.D., P.A. ("Claimant"), on behalf of himself and each Settlement Class Member, in John Ivan Sutter, M.D., P.A. v. Oxford Health Plans, Inc., American Arbitration Association Case No (the "Arbitration"); (b) Oxford Health Plans LLC, formerly known as Oxford Health Plans, Inc. ("Respondent," as more fully defined in Section 2 herein), together with each of.its Affiliates and Subsidiaries; and (c) Settlement Class Counsel, as defined in Section 6 herein. The Parties intend this Settlement Agreement to fully, finally, and forever resolve, discharge and settle the Released Claims and the matters related to the Arbitration according to the terms and conditions set forth below. Capitalized terms shall have the meaning set forth in Section 2 herein. 1. Recitals WHEREAS, on April 12, 2002, the action styled John Ivan Sutter, M.D., P.A. v. Horizon Blue Cross Blue Shield of New Jersey, Inc. et al., Docket No. L (the "Litigation ") was initiated with the filing of a Complaint and Jury Demand (as amended from time to time, the "Complaint") in the Superior Court of New Jersey Law Division Essex County (the "Court") (the Arbitration and the Litigation are collectively referred to herein as the "Actions"), by Claimant against Respondent and several other defendants; WHEREAS, on July 26, 2002, Respondent filed a motion to compel arbitration based on the arbitration clause in Claimant's provider agreement with Respondent; WHEREAS, by orders dated October 25, 2002 and November 21, 2002, the Court granted Respondent's motion to compel arbitration and dismissed the Litigation;. WHEREAS, on December 11, 2002, Claimant initiated the Arbitration against Respondent with the filing of a Demand for Arbitration (the "Demand") with the AAA; WHEREAS, in the Demand, Claimant asserts claims against Respondent for breach of contract, breach of the implied duty of good faith and fair dealing, statutory violations of the New Jersey prompt payment laws, reformation, statutory violations of the New Jersey Consumer Fraud Act, unjust enrichment and conversion; WHEREAS, on April 8, 2009, the Arbitrator issued Procedural Order No. 13, in which he bifurcated the Arbitration so that Claimant's claims based on his allegation that Respondent delayed payments to providers in violation of the New Jersey prompt pay laws and Respondent's provider agreements (the "Prompt Pay Claims ") would proceed to a final hearing first, followed by Claimant's claims based on his allegation that Respondent implemented code edits in its claims processing systems to pay providers less than that to which they were entitled under their provider agreements with Respondent (the "Bundling Claims"); WHEREAS, after the Parties had completed extensive document and data discovery, taken depositions, filed extensive briefs, motions and expert reports on the Prompt Pay Claims, and were preparing for a hearing on the Prompt Pay Claims, the Parties engaged in arms-length, hard fought settlement negotiations, which culminated in the execution of a Settlement Term W E I L: \ \14\78429.O1 2 8

3 Sheet for settlement of the Prompt Pay Claims on April 30, 2014 (the "Settlement Term Sheet"); WHEREAS, the Parties completed extensive document and deposition discovery on the Bundling Claims; WHEREAS, on multiple occasions during 2008, 2013 and throughout the month of December, 2014, the Parties engaged in arms-length, hard fought settlement negotiations (as the Parties reported to the Arbitrator during regular status conferences), which ultimately culminated in the settlement of the Bundling Claims under this Settlement Agreement; WHEREAS, Respondent denies the material factual allegations and legal claims asserted in the Actions, including without limitation any and all charges of wrongdoing or liability arising out of any of the conduct, statements, acts or omissions alleged in the Complaint and Demand filed in the Actions; WHEREAS, Respondent asserts a number of defenses to the claims asserted in the Arbitration that Respondent believes are meritorious. Nonetheless, Respondent believes further proceedings in the Arbitration would be protracted and expensive, and that it is desirable that the Arbitration be fully and finally settled in the manner and upon the terms and conditions set forth in this Settlement Agreement (the "Settlement"); WHEREAS, Claimant believes that the claims asserted in the Arbitration have merit. Claimant and Settlement Class Counsel recognize and acknowledge, however, the expense and length of continued proceedings that would be necessary to prosecute the Arbitration against Respondent through final hearing, any subsequent proceedings in the Court and any related appeals to review the resulting award; and WHEREAS, Settlement Class Counsel also have taken into account the uncertain outcome and the risk of any class action or class arbitration, especially in complex actions such as the Arbitration, as well as the difficulties and delays inherent in actions such as the Arbitration, and Settlement Class Counsel believe that the Settlement set forth in this Settlement Agreement confers substantial benefits upon the Settlement Class Members. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Claimant, for himself and on behalf of all Settlement Class Members, and Respondent, by and through its respective attorneys of record, that, for and in consideration of the premises, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, and subject to the approval of the Arbitrator and confirmation by the Court and the satisfaction of the conditions set forth herein, the Released Claims and the matters related to the Actions shall be finally and fully resolved, compromised, discharged, settled upon and subject to the following terms and conditions: WE[ L: \ \14\

4 2. Definitions below: As used in this Settlement Agreement, the following terms have the meanings specified "AAA" means the American Arbitration Association. "Actions" shall have the meaning assigned to that term in Section 1 of this Settlement Agreement. "Affiliate" means with respect to any Person, any other Person controlling, controlled by, or under common control with such first Person. The term "control" (including without limitation, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or otherwise. "Arbitration" shall have the meaning assigned to that term in the preamble of this Settlement Agreement. "Arbitrator" means the arbitrator who presides over the Arbitration. "Attorneys' Fees" means the funds for attorneys' fees that may be awarded by the Arbitrator to Settlement Class Counsel. "Bar Order" shall have the meaning assigned to that term in Section 12.1 of this Settlement Agreement. "Base Amount" shall have the meaning assigned to that term in Section 3.3 of this Settlement Agreement. "Business Day" means any day on which commercial banks are open for business in New York City, New York. "Charity" shall have the meaning assigned to that term in Section 3.4 of this Settlement Agreement. "Claimant" shall have the meaning assigned to that term in the preamble of this Settlement Agreement. "Claim Forms" or "Claim Form" mean, singularly or collectively, the Physician Claim Form and Practice Group Claim Form. "Claim Form Instructions" means, singularly or collectively, the Physician Claim Form Instructions and Practice Group Claim Form Instructions. "Class Releasor" shall have the meaning assigned to that term in Section 10.1 of this Settlement Agreement. WE] L: \ \14\

5 "Class Representative Fee" means the funds that may be awarded by the Arbitrator to Claimant pursuant to Section 11 of this Settlement Agreement. "Complaint" shall have the meaning assigned to that term in Section 1 of this Settlement Agreement. "Court" shall have the meaning assigned to that term in Section 1 of this Settlement Agreement. "Covered Services" means healthcare services provided by a Physician or Practice Group to a Plan Member that are included as benefits under the terms and conditions of the Plan Member's plan. "Date" or "Day" refers, except where otherwise defined, to a calendar day; provided, however, that if action is to be taken by a Party on a Date or within an enumerated number of Days, if the calendar day on which such action is to be taken is a Saturday, Sunday, or federal holiday, the Date or Day shall mean the next Business Day after such calendar day. "Demand" shall have the meaning assigned to that term in Section 1 of this Settlement Agreement. "Effective Date" shall have the meaning assigned to that term in Section 12.3 of this Settlement Agreement. "Escrow Agent" shall have the meaning assigned to that term in Section 3.1 of this Settlement Agreement. "Escrow Agreement" shall have the meaning assigned to that term in Section 3.1 of this Settlement Agreement, and shall be substantially in the form of Exhibit 9 annexed hereto. "Expenses" means the funds for expenses that may be awarded by the Arbitrator to Settlement Class Counsel. "Final Award" means the final award entered by the Arbitrator approving this Settlement Agreement, awarding Attorneys' Fees and Expenses to Settlement Class Counsel, awarding the Class Representative Fee to Claimant, and dismissing all claims in the Arbitration, including the dismissal of all Released Claims with prejudice, substantially in the form of Exhibit 2 annexed hereto. "Final Order and Judgment" means the Final Order and Judgment entered by the Court confirming the Final Award pursuant to 9 U.S.C. 9 and dismissing the Litigation, including all Released Claims, with prejudice. "Final Order and Judgment Date" means the date the Final Award is confirmed by the Final Order and Judgment of the Court. "Final Fairness Hearing" means the hearing at which the Arbitrator shall consider and determine whether to enter the Final Award. W EI L:\ \14\

6 "Final Fairness Hearing Date" shall have the meaning assigned to that term in Section 8 of this Settlement Agreement. "Funding Date" shall have the meaning assigned to that term in Section 3 of this Settlement Agreement. "Gross Receipts" means the aggregate amounts paid to a Physician or a Practice Group by Respondent for providing Covered Services to Plan Members. "Litigation" shall have the meaning assigned to that term in Section 1 of this Settlement Agreement. hereto. "Mailed Notice" means the form of notice substantially in the form of Exhibit 3 annexed "Notice" means the Mailed Notice and the Published Notice. "Notice Date" shall have the meaning assigned to that term in Section 8.1 of this Settlement Agreement. "Objection Date" shall have the meaning assigned to that term in Section 8 of this Settlement Agreement. "Opt Out" shall have the meaning assigned to that term in Section 8.1 of this Settlement Agreement. "Opt-Out Deadline" shall have the meaning assigned to that term in Section 8.1 of this Settlement Agreement. "Opt-Out Procedures" shall have the meaning assigned to that term in Section 8.1 of this Settlement Agreement. "Opt-Out Request" shall have the meaning assigned to that term in Section 8.1 of this Settlement Agreement. "Parties" means, collectively, Claimant and Respondent (each a "Party"). "Person" and "Persons" means all persons and entities, including, without limitation, any and all natural persons, firms, corporations, Subsidiaries, Affiliates, members, shareholders, parents, directors, officers, employees, professional corporations, agents, administrators, executors, legal representatives, partners and partnerships, trustees, limited liability companies or partnerships, joint ventures, contracted agents, joint stock companies, unincorporated organizations, agencies, bodies, governments, political subdivisions, governmental agencies and authorities, associations, trusts, fiduciaries, and, in the case of Persons who were or are incapacitated or minors, their parents, natural and/or legal guardians, conservators, attorneys-infact, or other legal representatives, and their predecessors, successors, administrators, executors, heirs, and assigns. WE[ L:\ \14\

7 "Physician" means an individual duly licensed, by a state medical licensing board to practice the profession of medicine, including without limitation Medical Doctors and Doctors of Osteopathy. "Physician Amount" shall have the meaning assigned to that term in Section 3.3 of this Settlement Agreement. "Physician Claim Form" shall have the meaning assigned to that term in Section 3.3 of this Settlement Agreement, and shall be substantially in the form of Exhibit 5 annexed hereto. "Physician Claim Form Instructions" shall have the meaning assigned to that term in Section 3.3 of this Settlement Agreement, and shall be substantially in the form of Exhibit 6 annexed hereto. "Plan Members" means Persons enrolled in or covered by a plan for benefits offered or administered by Respondent. "Practice Group" means a group of two or more Physicians who are associated together for the practice of the profession of medicine. "Practice Group Amount" shall have the meaning assigned to that term in Section 3.3 of this Settlement Agreement. "Practice Group Claim Form" shall have the meaning assigned to that term in Section 3.3 of this Settlement Agreement, and shall be substantially in the form of Exhibit 7 annexed hereto. "Practice Group Claim Form Instructions" shall have the meaning assigned to that term in Section 3.3 of this Settlement Agreement, and shall be substantially in the form of Exhibit 8 annexed hereto. "Preliminary Approval Date" means the date the Preliminary Approval Award is entered by the Arbitrator. "Preliminary Approval Hearing" means any hearing at which the Arbitrator shall consider and determine whether to enter the Preliminary Approval Award. "Preliminary Approval Award" means the Preliminary Approval Award, substantially in the form of Exhibit 1 annexed hereto. "Published Notice" means the form of notice substantially in the form of Exhibit 4 annexed hereto. "Released Claims" means any and all manner of claims, counterclaims, actions, causes of action, arbitrations, damages, debts, demands, duties, judgments, liabilities, losses, obligations, penalties, liquidated damages, proceedings, agreements, promises, controversies, costs, expenses, attorneys' fees, and suits of every nature and description whatsoever, whether based on federal, state, provincial, local, foreign, statutory, or common law or any other law, W E I L:\ \14\

8 rule, or regulation, in the United States, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, known or unknown, foreseen or unforeseen, whether class or individual in nature, that Claimant and each Settlement Class Member, or any of them, ever had, now have, can have, shall or may hereafter have, or that have been or could have been asserted by Claimant or members of the Settlement Class, directly or derivatively, in the Actions, or any other forum, based on, by reason of, arising from, in connection with, or in any way relating to the conduct, events, facts, transactions, occurrences, acts, representations, omissions, or other matters set forth, alleged, embraced, or otherwise referred to or alleged in the Actions, including claims based on, by reason of, arising from, and in connection with or in any way relating to (i) the processing of health care claims for reimbursement submitted by Settlement Class Members to Respondent during the Settlement Class Period, or the timeliness of payment of such claims for reimbursement or interest; and (ii) the processing of health care claims for reimbursement submitted by Settlement Class Members at any time through and including through December 31, 2014, where such claims were submitted to Respondent pursuant to a Respondent Provider Agreement, or the timeliness of payment of such claims for reimbursement or interest. "Released Respondents" means Respondent, its predecessors, successors, assigns, past, present and future and direct and indirect parents, Subsidiaries and Affiliates, and each of its agents, representatives, officers, directors, executives, members, partners, participants, shareholders, investors, principals, employees, trustees, assigns and attorneys to the extent those entities or individuals acted on behalf of any Respondent. "Respondent" means Oxford Health Plans LLC, together with each of its predecessors. "Respondent's Counsel" shall have the meaning assigned to that term in Section 6 of this Settlement Agreement. "Respondent Provider Agreement" means an agreement between Respondent and either a Physician or a Practice Group, in effect at any time during the Settlement Class Period, pursuant to which the Physician or Practice Group participated in Respondent's provider network and submitted to Respondent medical claims for his, her or its provision of Covered Services to a Plan Member. For purposes of this Settlement Agreement, a Respondent Provider Agreement that has been amended after the conclusion of the Settlement Class Period and which provides that an Affiliate of UnitedHealth Group Incorporated, other than Respondent, is party to the agreement shall not be considered a Respondent Provider Agreement from the date of such amendment. "Reversion Amounts" shall have the meaning assigned to that term in Section 3.4 of this Settlement Agreement. "Settlement" shall have the meaning assigned to that term in Section 1 of this Settlement Agreement. "Settlement Account" shall have the meaning assigned to that term in Section 3 of this Settlement Agreement. WE] L:\ \14\

9 "Settlement Administrator" means the firm designated by the Parties and approved by the Arbitrator under Section 3.2 of this Settlement Agreement to administer the Settlement Fund, Reversion Amounts and Notice to the Settlement Class as set forth in this Settlement Agreement. "Settlement Agreement" shall have the meaning assigned to that term in the preamble of this Settlement Agreement, together with all exhibits attached hereto. "Settlement Class" means all Physicians and Practice Groups, regardless of specialty, who or which participated in Respondent's provider networks in the State of New Jersey pursuant to a Respondent Provider Agreement and provided Covered Services to any Plan Member during the period from December 11, 1996 through December 31, 2004, and who do not validly and timely Opt Out of this Settlement. "Settlement Class Counsel" means those attorneys identified as such in Section 6 of this Settlement Agreement. "Settlement Class Member" means any Person who is a member of the Settlement Class, or the heir, executor, administrator, successor or assign of a member of the Settlement Class. "Settlement Class Period" means the period between and including December 11, 1996 through December 31, "Settlement Fund" shall have the meaning assigned to that term in Section 3 of this Settlement Agreement. "Settlement Term Sheet" shall have the meaning assigned to that term in Section 1 of this Settlement Agreement. In the event of any conflict between the terms of this Settlement Agreement and those of the Settlement Term Sheet, the terms of this Settlement Agreement shall control. "Subsidiary" means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are, as of either the Preliminary Approval Date, the Final Order and Judgment Date, or the Effective Date, directly or indirectly owned by Respondent, but only so long as such securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are, directly or indirectly, held by Respondent. "Taxes" shall have the meaning assigned to that term in Section 9.4 of this Settlement Agreement. "Tax Expenses" shall have the meaning assigned to that term in Section 9.4 of this Settlement Agreement. "Termination Date" shall have the meaning assigned to that term in Section 12.2 of this Settlement Agreement. WEI L:\ \14\

10 "Termination Event" shall have the meaning assigned to that term in Section 12.2 of this Settlement Agreement. 3. The Settlement Fund The consideration supporting this Settlement Agreement includes the establishment of a One Million Three Hundred Eighty Thousand Dollar ($1,380,000.00) settlement fund (the "Settlement Fund "), from which, along with all interest, dividends and other income earned on such amounts, Settlement Class Members shall be eligible to receive compensation. Respondent shall fund the Settlement Fund within thirty (30) Days following issuance of the Final Award (the "Funding Date") by depositing or wiring the Settlement Fund into an interest-bearing escrow account (the "Settlement Account"). All interest, dividends and other income earned on funds in the Settlement Fund shall inure to the benefit of the Settlement Class; provided, however, that if this Settlement Agreement is properly terminated as permitted under the terms hereof, all such interest, dividends and other income earned on funds in the Settlement Fund shall inure to the benefit of Respondent. If this Settlement Agreement does not become effective or is terminated pursuant to the circumstances set forth in Sections 8.2 and 12.2 of this Settlement Agreement, the Settlement Fund (including any accrued interest, dividends or other income earned on the amounts in the Settlement Fund) shall be returned to Respondent within fifteen (15) Business Days of the date of the event set forth in Sections 8.2 and 12.2 causing the Settlement not to become effective or to be terminated. 3.1 Escrow Agent Subject to the approval of the Arbitrator, the escrow agent for the Settlement Account (the "Escrow Agent") shall be The Huntington National Bank. The Settlement Account shall be administered by the Escrow Agent in the manner set forth in an escrow agreement (the "Escrow Agreement," substantially in the form of Exhibit 9 annexed hereto), including making all disbursements from the Settlement Account. The Escrow Agent shall provide the Settlement Administrator, Settlement Class Counsel and Respondent with an accounting of distributions from the Settlement Account within thirty (30) Days after the final distribution to Settlement Class Members from the Settlement Account. The Escrow Agent shall provide additional reports as Settlement Class Counsel and Respondent jointly shall request. The costs and expenses associated with the Escrow Agent shall be paid by Respondent. 3.2 Settlement Administrator Subject to the approval of the Arbitrator, the Settlement Administrator shall be Epiq Systems. The Settlement Administrator shall provide services under the joint supervision of Respondent and Settlement Class Counsel, including the administration of the Settlement Fund and Notice, as set forth in this Settlement Agreement. The responsibilities of the Settlement Administrator shall expressly include without limitation: (i) the dissemination of Notice, Claim Forms and Claim Form Instructions, as set forth in Section 8.1; (ii) the determination of the eligibility of any Settlement Class Member to receive payment from the Settlement Fund and the amount of payment to be made to each WEI L:\ \14\

11 Settlement Class Member from the Settlement Fund, in accordance with the provisions of Section 3.3; (iii) the administration of an appropriate procedure for the adjudication of disputes' that may arise with respect to the eligibility of a Settlement Class Member to receive a payment from the Settlement Fund or the amount of the payment authorized to be made to any Settlement Class Member; (iv) the preparation of appropriate reports on Internal Revenue Code Form 1099 with respect to all payments it makes to Settlement Class Members under the Plan of Allocation, including the filing of any tax returns necessary to report any income earned by the Settlement Fund and the payment from the Settlement Account, as and when legally required, of any tax payments (including interest and penalties) due on income earned by the Settlement Fund, and to request refunds, when and if appropriate, with any such tax refunds that are issued to become part of the Settlement Fund (or, if refunds are received after distribution pursuant to Section 3.3, to the Charity); (v) the compliance with any other applicable law; and (vi) any other duties Respondent and Settlement Class Counsel agree in writing to assign to the Settlement Administrator. The Settlement Administrator shall provide additional reports as Settlement Class Counsel and Respondent jointly shall request. The fees and expenses of the Settlement Administrator that are associated with the performance of its responsibilities under this Settlement Agreement shall be paid by Respondent. 3.3 Plan Of Allocation The amount remaining in the Settlement Fund after subtracting any tax payments due on income earned by the Settlement Fund, as set forth in Sections 3.2 and 9.4 herein, will be available to satisfy claims by Settlement Class Members (the "Physician Amount" for Physician Settlement Class Members, and the "Practice Group Amount" for Practice Group Settlement Class Members). Each Settlement Class Member who is a Physician and timely files a valid claim form (the "Physician Claim Form," substantially in the form of Exhibit 5 annexed hereto) in accordance with the physician claim form instructions (the "Physician Claim Form Instructions," substantially in the form of Exhibit 6 annexed hereto), and each Settlement Class Member that is a Practice Group and timely files a valid claim form (the "Practice Group Claim Form," substantially in the form of Exhibit 7 annexed hereto) in accordance with the practice group claim form instructions (the "Practice Group Claim Form Instructions," substantially in the form of Exhibit 8 annexed hereto), within 60 Days of the Notice Date shall be entitled to receive payment from the Settlement Fund. The Physician Amount shall be determined according to whether the Physician's Gross Receipts for providing Covered Services to Plan Members pursuant to his or her Respondent Provider Agreement during any three (3) calendar years from combined were estimated to be (x) less than $5,000, (y) at least $5,000 but less than $50,000, or (z) $50,000 or greater. A Practice Group Settlement Class Member may submit a Practice Group Claim Form on behalf of its Physicians only if (a) it identifies the Physicians on whose behalf it is submitting the Practice Group Claim Form, and (b) such Physicians do not submit a Physician Claim Form on their own behalf. If any Physician Settlement Class Member within a Practice Group submits his or her own Physician Claim Form, and the Practice Group also submits a Practice Group Claim Form on behalf of that Physician, the Practice Group's claim as to that Physician in the Practice Group Claim Form will not be considered for payment from the Settlement Fund. The Practice Group Amount shall be determined by reference to the Gross Receipts for providing Covered Services to Plan Members W E I L: \ \14\78429.O

12 pursuant to its Respondent Provider Agreement for each Physician within the Practice Group during any three (3) calendar years from using the same categories ((x), (y) and (z) above). Each Settlement Class Member may certify the amount of his, her or its Physicians' estimated Gross Receipts based on information and belief, without the necessity of reviewing or submitting records or documentation. The Settlement Administrator shall determine the category into which each Settlement Class Member falls ((x), (y) or (z) above) based upon the certification in the Claim Form. The Settlement Administrator shall determine the total number of Settlement Class Members who fall ee-categori-es-((x) yj-and-{z))-set forth--above and determine the total number of distribution shares (each a "Base Amount") necessary to make distributions according to the following formula: The Physician Amount and Practice Group Amount shall be allocated among all Settlement Class Members who file valid Claim Forms such that: (i) each Physician Settlement Class Member whose Physician Claim Form establishes that he or she falls within category (x) shall be entitled to receive a single Base Amount; (ii) each Physician Settlement Class Member whose Physician Claim Form establishes that he or she falls within category (y) shall be entitled to receive five (5) times the Base Amount;. (iii) each Physician Settlement Class Member whose Physician Claim Form establishes that he or she falls within category (z) shall be entitled to receive ten (10) times the Base Amount; and (iv) each Practice Group Settlement Class Member shall be entitled to receive an amount that reflects the sum that all Physicians within the Practice Group would have received if each had submitted a separate, valid Physician Claim Form. For example, if the Settlement Administrator determines that there are 1,000 Settlement Class Members in each of category (x), (y) and (z), calculation of the Base Amount would be based on the following formula, in which b = the Base Amount: 1,000b + 5,000b + 10,000b = $1,380,000. In this example, the Base Amount would be $86.25 and Settlement Class Members within category (x) would be entitled to receive $86.25, Settlement Class Members within category (y) would be entitled to receive $431.25, and Settlement Class Members within category (z) would be entitled to receive $ A Settlement Class Member who timely files an otherwise valid Claim Form but does not specify a category of estimated Gross Receipts for Covered Services to Plan Members shall be deemed to be entitled to a single Base Amount, and the Settlement Administrator has no obligation to pursue additional information about the Settlement Class Member's amount of estimated Gross Receipts. Respondent shall have no obligation to provide the Settlement Administrator, Claimant, Settlement Class Counsel, Settlement Class Members, or any other third party with any documents, claims data or other information concerning the estimated Gross Receipts of any Settlement Class Member, nor shall Settlement Class Members contact Respondent to request documents, claims data or other information concerning such estimated Gross Receipts. If any Settlement Class Member contacts Respondent to request claims data, documents or other information in connection with preparing their Claim Form, Respondent shall respond consistent with the terms of this Settlement Agreement. An eligible Settlement Class Member must timely submit a Claim Form to the Settlement Administrator in accordance with the instructions included in the Notice and in the Claim Form Instructions in order for such Settlement Class Member to have a valid right to receive payment from the Settlement Fund. Promptly after receipt of all timely submitted Claim Forms, the Settlement Administrator shall calculate the amount that is payable to, or on behalf of, each W EI L:\ \14\

13 Settlement Class Member. The Settlement Administrator shall disburse from the Settlement Fund payments to Settlement Class Members within each category set forth above who or which submitted valid Claim Forms in accordance with the provisions of Section 9.5 of this Settlement Agreement. 3.4 Unclaimed Settlement Fund Amounts At a reasonable time determined by the Settlement Administrator, but not less than 90 Days after all payments have been disbursed to Settlement Class Members pursuant to Sections 3.3 and 9.5 of this Settlement Agreement, the Settlement Administrator shall determine the amount of unclaimed funds remaining in the Settlement Fund including un-cashed checks and interest earned on such funds, but excluding taxes owed on such interest earning (the "Reversion Amounts"). The Settlement Administrator shall provide written notice of the Reversion Amounts to Respondent and Settlement Class Counsel and, no later than twenty (20) Business Days after providing such written notice, the Settlement Administrator shall cause the Settlement Fund to remit the Reversion Amounts to The American Cancer Society (the "Charity"). Following the Settlement Administrator's determination of the Reversion Amounts, stop payment orders may be placed on all unclaimed funds, and no Settlement Class Member shall have any claim on the Settlement Fund. 4. Commitment To Sunoort And Communications With Settlement Class Members The Parties agree that it is in their best interests to: (i) consummate this Settlement Agreement and all the terms and conditions contained herein; (ii) cooperate with each other; (iii) take all actions reasonably necessary to obtain Arbitrator approval of this Settlement Agreement and entry of the order(s) of the Court that are required to implement its provisions; and (iv) support this Settlement Agreement in accordance with, and subject to, the provisions hereof. Settlement Class Counsel and Claimant shall make every reasonable effort to encourage putative Settlement Class Members to participate in the Settlement and not to Opt Out pursuant to Section 8.1 of this Settlement Agreement. Claimant, Settlement Class Counsel and Respondent agree that Respondent may communicate with putative Settlement Class Members regarding the provisions of this Settlement Agreement, so long as such communications are not inconsistent with the terms of this Settlement Agreement. The Parties agree that from the Notice Date until the Effective Date, Respondent shall refer all Settlement Class Member inquiries concerning the Settlement to the Settlement Administrator identified in the Notice. Nothing contained herein, however, shall prevent Respondent from communicating with Settlement Class Members in the ordinary course of Respondent's business. 5. Preliminary Approval Of Settlement On or before February 10, 2015 or such other date as the Parties shall mutually agree, the Parties shall submit to the Arbitrator a joint motion for entry of the Preliminary Approval Award, substantially in the form of Exhibit 1 annexed hereto, accompanied by a copy of this Settlement Agreement and the Parties' respective memoranda in support of the motion, which, among other things, asks the Arbitrator to: WEI L:\ \14\

14 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Conditionally certify the Settlement Class (solely for the purpose of certifying the Settlement Class for Settlement, Respondent agrees not to present or pursue any of its affirmative and negative defenses to the claims asserted in any of the Actions); Find that Claimant fairly and adequately represents the interests of the Settlement Class and has claims typical of Settlement Class Members and provisionally designate him as representative for the Settlement Class (solely for the purpose of certifying the Settlement Class for Settlement, Respondent agrees not to present or pursue any of its affirmative and negative defenses to the claims asserted in the Actions); Find preliminarily that Settlement Class Counsel fairly and adequately represent the interests of the Settlement Class, and provisionally designate Settlement Class Counsel; Find that the terms of the Settlement contemplated by this Settlement Agreement fall within the range of possible approval, and therefore order that the Settlement Agreement be preliminarily approved; Schedule a Final Fairness Hearing to determine the fairness of the Settlement Agreement; Approve the Mailed Notice and the Published Notice, which the Parties agree is appropriate settlement notice and is reasonably calculated to apprise Settlement Class Members of the pendency of the Arbitration, the Settlement Agreement and their rights under the Settlement Agreement; Approve the Settlement Administrator designated pursuant to Section 3.2 of this Settlement Agreement and direct that the Settlement Administrator perform the functions described in this Settlement Agreement;. Approve the Escrow Agent designated pursuant to Section 3.1 of this Settlement Agreement and direct that the Escrow Agent perform the functions described in the Escrow Agreement and this Settlement Agreement; Direct the Settlement Administrator to mail, via first class postage, to the lastknown address of all Settlement Class Members, the Mailed Notice on or before the Notice Date; Direct the Settlement Administrator to publish the Published Notice in The New Jersey Star Ledger and USA Today on or before the Notice Date; and Find that the Parties have complied fully with the notice provisions pursuant to Rule 8 of the AAA's Supplementary Rules for Class Arbitration. W EI L:\ \14\

15 6. Designated Recipients For Notices Under Settlement Agreement The Persons designated to receive notices under this Settlement Agreement are as follows, unless notification of any change to such designation is given to each other Party hereto in writing pursuant to this Section: Settlement Class Counsel (on behalf of Claimant and Settlement Class Members): Eric D. Katz, Esq. MAZIE SLATER KATZ & FREEMAN, LLC 103 Eisenhower Parkway Roseland, New Jersey Respondent's Counsel: Chief Litigation Counsel UnitedHealthcare Legal Department 9700 Health Care Lane MN017-E300 Minnetonka, MN Nicholas Pappas, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York Preliminary Approval Hearing At any Preliminary Approval Hearing held by the Arbitrator, the Parties will present arguments and evidence to the extent requested by the Arbitrator in support of the motion for entry of the Preliminary Approval Award. If the Arbitrator grants the motion and enters the Preliminary Approval Award, then the Parties will proceed with the process outlined herein. 7.1 Effect Of Denial Of Motion For Preliminary Approval Award Or Denial of Motion For Confirmation of Final Award Other than to effectuate this Settlement Agreement, the Parties do not agree to the conditional certification of the Settlement Class, the provisional designation of Settlement Class Counsel, or the provisional designation of Claimant as representative of the Settlement Class for any purpose. If this Settlement Agreement is terminated pursuant to its terms, or if the Effective Date does not occur for any reason, then the conditional certification of the Settlement Class, the provisional designation of Claimant as Settlement Class representative, and the provisional designation of Settlement Class Counsel shall be automatically vacated, and the Actions shall proceed as though the Settlement Class had never been conditionally certified and as though the provisional designation of Claimant as Settlement Class representative and the provisional designation of Settlement Class Counsel had not been made. In such a circumstance, the Parties shall be returned to the status each occupied before entering into this Settlement Agreement at the same stage of the proceedings, without prejudice to any and all legal arguments, positions, or privileges that any of the Parties might have asserted but for the Settlement Agreement. WEI L:\ \14\

16 8. Procedure For Final Approval & Final Order and Judgment The Parties agree to request that the Arbitrator set the Objection Date sixty (60) Days after the Notice Date (the "Objection Date"). Within forty-five (45) Days following the Notice Date, the Parties shall jointly move the Arbitrator for entry of the Final Award and Settlement Class Counsel shall petition the Arbitrator for an award of Attorneys' Fees and Expenses and Claimant's Class Representative Fee. The Parties agree to request that the Arbitrator set the Final Fairness Hearing for a date that is no more than thirty (30) Days after the Objection Date (the "Final Fairness Hearing Date "). Settlement Class Members shall have until the Objection Date to file, in the manner specified in the Notice, any objections or other responses to this Settlement Agreement, the joint motion for entry of the Final Award, Settlement Class Counsel's petition for an award of Attorneys' Fees and Expenses, or Claimant's petition for an award of the Class Representative Fee. Claimant, Settlement Class Counsel and Respondent agree to work together to identify and submit any evidence that may be required by the Arbitrator to satisfy the burden for obtaining the Preliminary Approval Award and the Final Award approving of this Settlement Agreement and dismissing the Arbitration, including the dismissal with prejudice of all Released Claims. The Parties shall meet and confer prior to the Final Fairness Hearing and, at the Final Fairness Hearing, Claimant and Respondent shall present evidence as necessary and appropriate to obtain the Arbitrator's approval of the Settlement Agreement and dismissal of the Arbitration, including the dismissal with prejudice of all Released Claims. In addition, at the Final Fairness Hearing, Settlement Class Counsel shall present evidence as necessary and appropriate to obtain the Arbitrator's award of Attorneys' Fees and Expenses and the Class Representative Fee. Within thirty (30) Days of the Arbitrator's entry of the Final Award, granting final approval of the Settlement and awarding Attorneys' Fees and Expenses to Settlement Class Counsel and awarding the Class Representative Fee, if any, Claimant, Settlement Class Counsel and Respondent shall jointly file a motion with the Court seeking entry of the Final Order and Judgment confirming the Final Award pursuant to 9 U.S.C. 9 and dismissing the Litigation, including the Released Claims with prejudice, except the Parties shall request that the Court retain jurisdiction to enforce the Final Order and Judgment, as set forth in Section 16 herein. Settlement Class Counsel and Respondent agree to work cooperatively to compile and submit papers necessary to request a Final Order and Judgment confirming the Final Award and dismissing the Litigation, including all Released Claims with prejudice. The Parties shall meet and confer prior to any hearing that may be commenced in connection with the Final Order and Judgment to discuss their presentations to the Court in support of confirmation of the Final Award approving of the Settlement Agreement and dismissing the Litigation, including all Released Claims with prejudice. 8.1 Opt Out Timing And Rights The Parties jointly shall request to the Arbitrator that the Published Notice, Mailed Notice, Claim Forms and Claim Form Instructions be disseminated no later than thirty (30) Days after the Preliminary Approval Date (the "Notice Date"). The Settlement Administrator shall be responsible for disseminating the Published Notice, Mailed Notice, Claim Forms and Claim Form Instructions. The Mailed Notice and the Published Notice shall provide that Settlement Class Members may request exclusion from the Settlement Class by providing notice in the WEI L:\ \14\

17 manner specified in those Notices, on or before the date that is sixty (60) Days after the Notice Date ("Opt-Out Deadline"). The Parties agree to request that the Arbitrator set the Opt-Out Deadline for the same date as the Objection Date. Physicians and Practice Groups who otherwise would be Settlement Class Members shall have the right to exclude themselves ( "Opt Out") from this Settlement Agreement and from the Settlement Class by timely submitting to the Settlement Administrator a request to Opt Out (an "Opt-Out Request") and otherwise complying with the agreed-upon Procedures for Opting Out ("Opt-Out Procedures ") approved by the Arbitrator. Physicians and Practice Groups who timely submit an Opt-Out Request in accordance with the Opt-Out Procedures shall be excluded from this Settlement Agreement and from participation as Settlement Class Members. Any member of the Settlement Class who does not submit an Opt-Out Request by the Opt-Out Deadline, or who does not otherwise comply with the agreed-upon Opt-Out Procedures approved by the Arbitrator, shall be a Settlement Class Member and shall be bound by the terms of this Settlement Agreement, the Final Award and the Final Order and Judgment. On each Friday after the Notice Date and through the Opt-Out Deadline, the Settlement Administrator shall provide to the Parties: (a) a list in electronic, machine-readable form of all Opt-Out Requests received up to that date; and (b) to the extent not already provided, copies of the Opt-Out Request filed by each Physician and Practice Group requesting to Opt Out. Within five (5) Business Days after the Opt-Out Deadline, the Settlement Administrator shall furnish the Parties with: (a) a complete list in electronic, machine-readable form of all Opt-Out Requests (including, at a minimum, the name and address for each Physician and Practice Group seeking to Opt Out) filed by the Opt-Out Deadline; (b) a copy of the actual Opt-Out Request filed by each Physician and Practice Group seeking to Opt Out; (c) a statement of the total number of Mailed Notices mailed and the total number of Opt-Out Requests received; (d) a complete list in electronic, machine-readable form of all Claim Forms received (including, at a minimum, the name and address for each Settlement Class Member submitting a Claim Form and the category ((x), (y) or (z) into which each Settlement Class Member belongs under Section 3.3) by the Opt- Out Deadline; and (e) a copy of the actual Claim Forms submitted by each Settlement Class Member. At the same time, the Settlement Administrator shall furnish a sworn affidavit to the Parties providing a list (in electronic, machine readable form) of all Settlement Class Members to whom the Mailed Notice was sent, along with all mailing addresses and any other Settlement Class Member-identifying information that the Settlement Administrator used in mailing the Mailed Notices to Settlement Class Members, and a list (in electronic, machine readable form) of all Settlement Class Members who submitted a Claim Form. 8.2 "Blow" Provision Notwithstanding any other provisions in this Settlement Agreement, Respondent reserves the right, in its sole and absolute discretion, to terminate this Settlement Agreement within thirty (30) Days after receipt of the categories of items to be furnished by the Settlement Administrator set forth in Section 8.1 by delivering a notice of termination to Settlement Class Counsel, with a copy to the Arbitrator, prior to the commencement of the Final Fairness Hearing, if it determines that the number of Physicians and Practice Groups submitting Opt-Out Requests exceeds a certain percentage of the number of Physicians and Practice Groups who were mailed the Mailed WEI L:\ \14\

18 Notice, which percentage has been agreed upon by both Settlement Class Counsel and Respondent's Counsel and is set forth in a separate letter agreement. 9. Administration Of Settlement Fund 9.1 Payment Of Costs Of Notice And Administration Of Settlement The costs and expenses associated with Notice, administration of the Settlement Fund and Settlement Account and the Escrow Agent shall be paid by Respondent. In the event that the Settlement does not become effective prior to the Funding Date, neither Claimant nor Settlement Class Counsel shall have any liability to repay any such costs. 9.2 Qualified Settlement Fund The Parties agree to treat the Settlement Fund as being at all times a "qualified settlement fund" within the meaning of Treas. Reg. Section 1.468B-1. In addition, as required, the Settlement Administrator and the Escrow Agent jointly and timely shall make the "relation-back election" (as defined in Treas. Reg. Section 1.468E-1) back to the earliest permitted date. 9.3 Administrator For Purposes Of Internal Revenue Code For purposes of Section 468B of the Internal Revenue Code of 1986, and Treas. Reg. Section 1.468B, the "administrator" shall be the Settlement Administrator. The Settlement Administrator timely and properly shall file all informational and other tax returns necessary or advisable with respect to the Settlement Account (including, without limitation, the return described in Treas. Reg. Section 1.468B-2(a)). Such returns (as well as the election described in Section 9.2, shall be consistent with this Section and in all events shall reflect that all taxes (including any estimated taxes, interest, or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in Section Taxes All taxes (including any estimated taxes, interest, or penalties) arising with respect to the income earned by the Settlement Account ( "Taxes"), and the expenses and costs incurred in connection with the operation and implementation of Section 9.3 (including, without limitation, expenses of tax attorneys and/or accountants and the mailing and distribution costs and expenses relating to filing or failing to file the returns described in Section 9.3 ( "Tax Expenses")), shall be paid out of the Settlement Account. In all events, the Parties and their respective counsel shall not have any liability or responsibility for the Taxes, Tax Expenses, or the filing of any tax returns or other documents with the Internal Revenue Service or any other state or local taxing authority. Taxes and. Tax Expenses shall be paid timely by the Settlement Administrator out of the Settlement Account without prior order of the Arbitrator or Court. 9.5 Distribution Of Settlement Funds The Settlement Fund shall be distributed to Settlement Class Members in accordance with this Settlement Agreement. No disbursements shall be made to any Settlement Class Members from the Settlement Account until at least thirty (30) Days following the Effective WE] L: \ \14\

19 Date. Prior to making any distributions in accordance with Section 3.3, the Settlement Administrator shall make any necessary reservations for tax liabilities, costs and expenses or other reservations as otherwise agreed by the Parties. 9.6 No Liability. Claimant, Settlement Class Counsel, Respondent, and Respondent's Counsel shall not have any responsibility for, interest in, or liability whatsoever with respect to the investment or distribution of the Settlement Fund, the Plan of Allocation, the determination or administration of Taxes, or any losses incurred in connection with the Settlement Fund. 9.7 No Claims No Person shall have any claim against Claimant, Settlement Class Counsel, Respondent, Respondent's Counsel, the Settlement Administrator or the Escrow Agent, based on the administration or implementation of the Plan of Allocation set forth in Section 3.3, including distributions made substantially in accordance with this Settlement Agreement or further orders or awards of the Arbitrator or the Court. 9.8 Force Ma'e i ure The Parties shall not be liable for any delay or non-performance of their obligations under this Settlement Agreement arising from any act of God, governmental act, act of terrorism, war, fire, flood, earthquake, explosion, or civil commotion. The performance of the Parties' obligations under the Settlement Agreement, to the extent affected by the delay, shall be suspended for the period during which the cause, or the Parties' substantial inability to perform arising from the cause, persists. 10. Releases And Covenant Not To Sue 10.1 Discharge Of Released Claims Except as provided herein, upon the Effective Date, for good and valuable consideration received from Respondent, the receipt and sufficiency of which is hereby acknowledged, Claimant and each and every Settlement Class Member who does not Opt Out of this Settlement Agreement pursuant to Section 8.1 of this Settlement Agreement, on behalf of themselves and each of their heirs, executors, administrators, successors, and assigns, and any Persons they represent, and each of their agents, representatives, officers, directors, executives, members, partners, participants, shareholders, investors, principals, employees, trustees, assigns, and attorneys of each of them to the extent those entities or individuals acted on behalf of, or are claiming through or by virtue of the claims of, Claimant and/or any Settlement Class Member ("Class Releasors"), hereby unconditionally, fully, and finally release and forever discharge each of the Released Respondents from the Released Claims. Class Releasors further agree to abandon forever and discharge any and all claims that exist now or that might arise in the future against any other Persons or entities, which claims arise from, or are based on, conduct by any of the Released Respondents in connection with the Released Claims, whether any such claim was or could have been asserted by any Class Releasor WEI L:\ \14\

20 on his, her or its own behalf or on behalf of other Persons. Nothing in this Settlement Agreement is intended to relieve any Person or entity that is not a Released Respondent from responsibility for its own conduct or conduct of other Persons who are not Released Respondents. The Parties agree that the Released Claims include claims that may not currently exist, or that Claimant and Settlement Class Members may not know or suspect to exist, in their favor at the time of this Settlement Agreement. Claimant and Settlement Class Members who do not Opt Out of this Settlement waive any and all provisions, rights, and benefits conferred by California Civil Code 1542, or by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Class Releasors are aware that they may, after the date of this Settlement Agreement, discover claims or facts in addition to or different from those they now know or believe to be true with respect to the Released Claims. Nevertheless, it is the intention of the Parties to fully, finally, and forever settle and release all Released Claims as to all Released Respondents, including those that are presently unknown or unanticipated, and Claimant and each Settlement Class Member hereby expressly waives and fully, finally, and forever settles and releases, upon the Effective Date, any known or unknown, suspected or unsuspected, contingent or noncontingent claim that is the subject matter of this provision, whether or not concealed or hidden, without regard to the discovery or existence of such different or additional facts Covenant Not To Sue Or Continue Suit Each of the Class Releasors hereby covenants and agrees that he, she or it shall not take any step whatsoever to commence, institute, continue, pursue, maintain, prosecute, or enforce any Released Claims on behalf of himself, herself or itself or any other Person, against any of the Released Respondents. Upon the Effective Date, each of the Class Releasors hereby warrants and represents that he/she/it has not assigned, sold, or otherwise transferred any claim that he/she/it previously had that otherwise would fall within the scope of Section 10.1 or this Section Irreparable Harm The Parties agree that Respondent shall suffer irreparable harm if a Class Releasor takes action inconsistent with Section 1,0 and that in such event, the Released Respondents may seek an injunction from a court of competent jurisdiction as to such action without a further showing of irreparable harm and without the need to post any bond (or, if a bond is required by controlling law, without the need to post anything more than a nominal bond). WEI L:\ \14\