Provider Participation & Administrative Services Agreement (MSO) Agreement 01 of 06 RonanRx Inc. This Agreement forms part of the RonanRx Provider Packet. The Provider, the Provider Entity, the applicable fees, dates, and other particulars are stated on the Packet cover page and are incorporated into this Agreement by reference. This Agreement is the anchor agreement of the Packet. It sets the master terms under which RonanRx provides non-clinical platform and management services to the Provider and the Provider Entity, and under which the Provider (or the Provider Entity) delivers clinical care to Patients the Provider accepts. 1. Parties and Contracting Structure This Agreement is entered into by RonanRx Inc. ("RonanRx") and the licensed clinician identified on the cover page (the Provider name stated on the cover page, the credentials stated on the cover page) (the "Provider"), together with the Provider's professional entity, if any, identified on the cover page (the Provider Entity stated on the cover page, the entity type stated on the cover page) (the "Provider Entity"). The parties agree as follows: (a) where the Provider maintains a professional entity (a PC, PLLC, or equivalent), the Provider Entity is the clinical contracting party, is the clinical provider of record, and owns the clinical assets and records, and the Provider signs individually to bind herself to the clinical, licensure, and acknowledgment obligations and to confirm her authority to bind the Provider Entity; (b) where the Provider maintains no professional entity, the Provider contracts individually as the owner and operator of the Provider's own independent medical practice (including its telehealth operations), each reference in this Agreement to the "Provider Entity" is read to mean the Provider in that capacity, and the Provider will form and maintain a professional entity where the law of any state in which she treats Patients requires one; (c) references in this Agreement to the "Provider" include the Provider Entity, and references to the "Provider Entity" include the Provider, except where the context requires the individual clinician (for example, in matters of personal licensure, clinical judgment, or personal acknowledgments) or requires the entity (for example, in matters of ownership of clinical records and clinical assets); and (d) this structure follows a management services organization (MSO) model, under which the Provider's independent practice (organized as a professional entity where one exists, and otherwise as the Provider's own practice) and its licensed owners retain sole control over medical decisions and clinical assets, and RonanRx supplies only non-clinical management, administrative, and platform services. The Provider represents that she owns or practices through her own telehealth-capable practice, that such practice satisfies the telehealth practice, registration, and credentialing requirements of each state in which she treats Patients, and that RonanRx does not own, operate, or control that practice; RonanRx connects the Provider's practice to Patients. 2. Purpose and Scope RonanRx operates a health-technology marketplace and management services organization (MSO) and platform (the "Platform" and the "Marketplace") that assists Patients in discovering clinicians, comparing and selecting among them, completing intake, scheduling, communicating, and paying for care. This Agreement governs the Provider's participation on the Platform and RonanRx's provision of non-clinical services to the Provider. This Agreement does not create, authorize, or govern any clinical relationship between RonanRx and any Patient, because RonanRx does not provide clinical care. RonanRx is a health-technology platform: it is not a telehealth provider, does not operate a telehealth practice or clinic, and does not deliver care by any modality; Providers deliver care, including telehealth care, exclusively through their own practices, which the Platform connects to Patients. 3. Non-Clinical Services Provided by RonanRx RonanRx is a health-technology marketplace and MSO. RonanRx supplies non-clinical services only, which may include: (a) Patient discovery and the Marketplace, meaning the display of eligible provider profiles so that Patients may compare and choose; (b) provider profiles and profile hosting; (c) onboarding, credentialing support, and intake workflow; (d) scheduling and calendar tools; (e) secure messaging tools between the Provider and the Patient; (f) record routing and transmission between authorized parties; (g) payment collection and payment-processing support; (h) general administrative support; and (i) customer support for non-clinical issues, including billing, access, scheduling, and technical questions. RonanRx does not practice medicine and is not the treating clinician. RonanRx does not control or perform diagnosis, treatment, prescribing, refills, dosing, laboratory decisions, follow-up, care planning, or any exercise of clinical judgment. RonanRx does not direct, override, or second-guess the Provider's clinical decisions, and the Provider's clinical staff and medical decisions remain under the sole control of the Provider and the Provider Entity. 4. Role of the Provider as Treating Clinician Once a Patient selects the Provider on the Marketplace and the Provider accepts that Patient, the Provider (acting through the Provider Entity where one exists) is the treating clinician and forms and owns the provider-patient relationship. The Provider is solely responsible for: (a) clinical evaluation of the Patient; (b) medical decision-making and clinical judgment; (c) clinical documentation and the medical record; (d) obtaining informed consent; (e) prescriptions, if and only if clinically appropriate; (f) ordering and reviewing labs, records, and follow-up as she deems appropriate; (g) follow-up care and continuity; (h) adverse-event review and response; and (i) lawful termination and transition of care without patient abandonment. The Provider will practice in accordance with the applicable standard of care, professional ethics, and all laws and licensing-board rules governing her practice. 5. Marketplace Model RonanRx displays eligible provider profiles, and Patients compare providers and choose among them. To be shown to a given Patient, the Provider must be licensed and eligible to treat in that Patient's state and must be available for RonanRx patient routing, as reflected by the patient routing availability stated on the cover page and the Provider's license states (the license states stated on the cover page). The Provider may decline any Patient for legitimate clinical, capacity, licensing, or safety reasons. Appearing on the Marketplace is an offer to be considered and is not a commitment to accept any particular Patient. 6. Three Separate Legal Events Marketplace availability, clinical acceptance, and medication fulfillment are separate events. They are not the same legal event, and one never automatically grants another: (a) Marketplace availability means that the Provider is displayed to a Patient because she is eligible and available for patient routing, and this alone creates no provider-patient relationship and no obligation to treat; (b) clinical acceptance means that the Provider affirmatively accepts a specific Patient, and only then does the provider-patient relationship form and clinical responsibility attach; and (c) medication fulfillment availability, meaning whether a given medication may be prescribed and filled, is state-specific and prescription-specific, is handled through the pharmacy workflow, and is never implied by availability or acceptance, and neither RonanRx nor any pharmacy dictates whether the Provider prescribes. Nothing in the design of the Platform or in this Agreement shall be read to blur these three events into one another. 7. Sourcing of Patients and Absence of Patient Ownership The following provisions govern Patient sourcing and ownership: (a) for Patients whom the Provider brings to the Platform ("Provider-sourced Patients"), RonanRx acts as MSO, platform, and payment facilitator only, and the Patient remains the Provider's Patient; (b) for Patients who find the Provider through the Marketplace ("RonanRx-sourced Patients"), the Patient chooses among eligible providers, and once the Provider accepts, the Patient joins the Provider's panel and RonanRx remains the non-clinical platform and administrative layer; and (c) neither RonanRx nor the Provider owns any Patient, and a Patient is a person receiving care from her chosen clinician who may change providers at any time, as described in Section 8. 8. Patient Right to Change Providers and Transfer of Care Patients may change providers. The Provider agrees not to obstruct, place conditions on, or discourage a Patient-requested transfer to another provider, so that switching providers remains operationally straightforward. Accordingly: (a) a transfer becomes effective only after a new provider accepts the Patient, and until then the current Provider remains responsible for the Patient's ongoing clinical needs; (b) the current Provider will cooperate reasonably with the transition of care and, upon request and with appropriate authorization, will share or provide copies of the medical record, and such a records transfer is a copy or share and not a deletion or removal, with the Provider Entity retaining its own legally required copy of the record; and (c) after a valid transfer request, RonanRx may update Patient assignment, Platform access, and payment allocation to reflect the change. The mechanics of transfer, records handling, and continuity are addressed in greater detail in the Provider Change and Continuity-of-Care and Transfer Addendum, which is incorporated by reference. 9. Licensure and State Authorization The Provider will treat Patients only where she is legally permitted to do so. In support of this covenant: (a) RonanRx may filter Marketplace availability by Patient location so that the Provider is shown only to Patients in states where she is eligible; (b) the Provider is responsible for verifying, and may rely on the Platform workflow that verifies, the Patient's location, and for obtaining the Patient's consent to telehealth before an appointment; and (c) the Provider will maintain the licenses and state authorizations reflected on the cover page (the license states stated on the cover page) and will promptly notify RonanRx of any change, restriction, suspension, or lapse. Cross-state practice rules vary by state, and additional detail on verification and credentialing is set out in the Credentialing, State Licensure and Professional Liability Addendum, which is incorporated by reference. Controlled-substance prescribing, where applicable, is not assumed as a general matter and is governed by any service-line-specific controlled-substance rider and by the DEA and HHS telemedicine flexibilities described in Section 24. 10. Clinical Independence The Provider has sole clinical discretion over the care of her Patients. Without limitation, the Provider may: (a) refuse to prescribe any medication; (b) require labs, records, prior history, or follow-up before or during treatment; (c) decline to treat, or refer the Patient to in-person or specialist care; and (d) terminate care lawfully and without abandonment. RonanRx will not pressure, incentivize, or penalize the Provider based on approval rates, the number or type of prescriptions written, refill decisions, choice of pharmacy, whether any prescription is filled, or any medication or pharmacy revenue. RonanRx exercises no control over, and accepts no role in, the Provider's clinical judgment. 11. Compensation Summary Compensation is structured so that clinical fees and platform fees are fully separate: (a) the Provider sets her own monthly fee for clinical and concierge services (the "Provider Fee"), which is payable entirely to the Provider (or the Provider Entity) for clinical services, less the payment-processing fees described in the Fee Schedule and Payment Processing Addendum, which are borne by the Provider, and the Provider's chosen amount is stated on the cover page (the Provider Fee stated on the cover page); (b) RonanRx charges a separate, flat fee (the "Platform Fee") per month for its non-clinical services (the Platform Fee stated on the cover page), which is a fixed, fair-market-value administrative fee; (c) the Patient's total monthly charge (the "Total Monthly Charge") equals the Provider Fee plus the Platform Fee (the Total Monthly Charge stated on the cover page); and (d) RonanRx uses Stripe, a third-party payment processor, and operates a Stripe Connect platform; RonanRx collects the Total Monthly Charge from the Patient in a single transaction, acting, with respect to the Provider Fee component, solely as the Provider's (or the Provider Entity's) limited payment-collection agent; Stripe then promptly and automatically remits the Provider Fee, less the payment-processing fees described in the Fee Schedule and Payment Processing Addendum, to the Provider's (or the Provider Entity's) own Stripe account, and RonanRx retains only its flat Platform Fee. Payment of the Total Monthly Charge by the Patient discharges the Patient's payment obligation to the Provider for that period; any Provider Fee funds are held solely in that agency capacity pending remittance, and RonanRx claims no ownership of, and takes no margin on, the Provider Fee. The Platform Fee never varies with the Provider Fee, is not a percentage of the clinical fee, and is not a revenue split. The Platform Fee is also not tied to any prescription, refill, medication choice, pharmacy choice, whether a prescription is filled, drug or pharmacy revenue, or referral, as further described in Section 12. Full detail, including payment timing and mechanics, is set out in the Fee Schedule and Payment Processing Addendum, which is incorporated by reference. 12. Anti-Kickback and No Fee-Splitting The compensation structure is designed so that no payment is tied to referrals, orders, prescriptions, or pharmacy activity. Accordingly: (a) the Platform Fee is not tied to any prescription, refill, medication choice, pharmacy choice, whether a prescription is filled, drug or pharmacy revenue, or referral; (b) there are no referral fees and no sharing of drug or pharmacy margin between RonanRx and the Provider; (c) compensation will never correlate with prescription volume, referral volume, medication selection, or pharmacy use; (d) RonanRx does not take a margin on, or split, the Provider's clinical fee; (e) RonanRx does not itself hold a pharmacy license, dispense medications, or fill prescriptions; and (f) RonanRx Inc. wholly owns Elite Care Pharmacy LLC, a Texas-licensed pharmacy to which prescriptions originated on the Platform may be routed at the Patient's direction, and RonanRx therefore has an economic interest in prescriptions filled by that pharmacy. Neither RonanRx nor any pharmacy affiliated with it pays the Provider anything, and the Provider receives nothing, in connection with any prescription, refill, medication selection, or pharmacy choice. The Provider may transmit any prescription to any pharmacy the Patient designates, Patients may use any licensed pharmacy, and the Platform will disclose the RonanRx-Elite Care affiliation to the Patient before any prescription is routed to an affiliated pharmacy, together with the Patient's right to choose another pharmacy and a truthful description of any Platform features (such as integrated fulfillment tracking and medication check-ins) available only with integrated pharmacies. RonanRx will cause each affiliated pharmacy to comply with the covenants of this Section 12 as if it were a party to this Agreement. The parties intend this structure to avoid any arrangement in which a clinician is rewarded for volume, lacks the Patient contact and information needed to assess medical necessity, or approves care without independent clinical review. 13. Corporate Practice of Medicine The Provider and the Provider Entity retain sole control over all clinical decisions and clinical staff. RonanRx provides only non-clinical management, administrative, billing, marketing, and platform services and does not own, control, or direct the clinical practice. Where a professional entity exists, the Provider Entity is the clinical provider, and its physician owners control medical decisions. This Agreement is to be interpreted and, where necessary, adjusted through the state-specific riders so as to comply with the corporate-practice-of-medicine rules of the Governing-Law State and of each state where the Provider treats Patients. 14. The RonanRx Provider Packet; Incorporation and Conflicts This Agreement is one of six documents in the RonanRx Provider Packet. The following documents are incorporated into this Agreement by reference, and this Agreement is incorporated into each of them: (a) this Provider Participation and Administrative Services Agreement (MSO) (this "Agreement," also the "MSA"); (b) the Provider Fee Schedule and Payment Processing Addendum; (c) the Marketplace Profile, Ranking and Display Addendum; (d) the Credentialing, State Licensure and Professional Liability Addendum; (e) the Provider Change and Continuity-of-Care and Transfer Addendum; and (f) the HIPAA Business Associate Agreement (the "BAA"). The cover page states all particulars (including names, NPI, license states, fees, dates, and similar values) once for the applicable Packet Version (the Packet Version stated on the cover page), and those values are incorporated into every Packet document and are not restated here. If a conflict arises between this Agreement and another Packet document, the more specific document controls as to its own subject matter. For example, the BAA controls PHI handling, the Fee Schedule and Payment Processing Addendum controls payment mechanics, and the Provider Change and Continuity-of-Care and Transfer Addendum controls transfer mechanics. The conflict rule of this Section 14 governs over any different description of document precedence in any other Packet document. 15. Records, Data, and Audit The parties agree as follows with respect to records, data, and audit: (a) the Provider (or the Provider Entity) is the owner and custodian of the clinical medical record and is responsible for maintaining it in accordance with law and professional standards; (b) RonanRx maintains non-clinical records of Platform activity, including accounts, scheduling, messaging metadata, and payment records, as needed to provide its services; (c) each party will retain records for the periods required by applicable law, and, on reasonable notice and subject to confidentiality and the BAA, each party may audit or request records reasonably necessary to confirm compliance with this Agreement and applicable law; and (d) PHI is handled under the BAA, and where RonanRx creates, receives, maintains, or transmits PHI on the Provider's behalf, it does so as a business associate. 16. Electronic Records and E-Signature Consent The parties agree that this Agreement and the other Packet documents may be entered into, signed, stored, and delivered electronically. The Provider consents to the use of electronic records and electronic signatures, agrees that an electronic signature has the same effect as a handwritten one, and agrees that electronic records satisfy any requirement that records be in writing. 17. Term and Termination The following provisions govern term and termination: (a) this Agreement begins on the Effective Date (the Effective Date stated on the cover page) and continues until terminated as provided in this Agreement; (b) either party may terminate this Agreement for convenience on reasonable prior written notice, subject to the Provider's continuing clinical duties to in-flight Patients; (c) either party may terminate this Agreement if the other party materially breaches and fails to cure within a reasonable cure period after written notice; and (d) RonanRx may suspend or terminate the Provider's participation immediately if the Provider's license, state authorization, or malpractice coverage (as reflected on the cover page, the malpractice carrier stated on the cover page, the malpractice policy number stated on the cover page, the malpractice limits stated on the cover page) lapses, is suspended, or falls below required levels, or if continued participation would present a safety or legal risk. 18. Effect of Termination on In-Flight Patients and Records Termination of this Agreement does not end the Provider's clinical responsibility to Patients she has accepted. Upon termination, the Provider will: (a) continue to meet her clinical obligations to in-flight Patients until care is appropriately transitioned, and avoid patient abandonment; (b) cooperate with the transition of care and with the transfer of records to Patients or their new providers (as copies or shares, and not as deletions), consistent with the Provider Change and Continuity-of-Care and Transfer Addendum; and (c) retain her own legally required copy of the medical record. RonanRx may continue to provide non-clinical support reasonably necessary to complete transitions and to meet legal and payment-reconciliation obligations. Provisions that by their nature should survive, including confidentiality, records, indemnification, limitations of liability, and anti-kickback covenants, survive termination. 19. Independent-Contractor Relationship The Provider and the Provider Entity are independent clinicians and independent contractors. RonanRx is not the Provider's employer, partner, or joint venturer, and does not supervise or control the Provider's clinical practice. Nothing in this Agreement creates an employment, agency, or clinical-supervision relationship. Each party is responsible for its own personnel, taxes, and obligations, and the Provider is identified for tax purposes on the cover page (the Provider TIN stated on the cover page). 20. Acceptable Use and Confidentiality The parties agree as follows: (a) the Provider will use the Platform lawfully, will not misuse Patient data or Platform tools, will keep her credentials secure, and will not use the Platform to circumvent the anti-kickback, licensure, or transfer covenants of this Packet; and (b) each party will protect the other party's confidential and proprietary information and use it only to perform this Agreement, and this obligation is in addition to, and does not limit, the PHI protections in the BAA. 21. No Warranties for the Platform RonanRx provides the Platform on an "as is" and "as available" basis and, to the extent permitted by law, disclaims non-clinical warranties, including implied warranties of merchantability and fitness for a particular purpose, with respect to the Platform. RonanRx does not warrant uninterrupted or error-free operation. This Section addresses the non-clinical Platform only and does not affect, reduce, or reallocate the Provider's clinical responsibilities or the applicable standard of care. 22. Limitation of Liability To the extent permitted by law, RonanRx's liability arising out of or relating to its non-clinical Platform and MSO services is limited as set out in this Section, and RonanRx is not liable for indirect, incidental, consequential, or punitive damages arising from those non-clinical services. This limitation applies only to RonanRx's non-clinical services. It does not limit, transfer, or reduce the Provider's clinical responsibility, the Provider's liability for clinical care, or the applicable standard of care, all of which remain solely with the Provider and the Provider Entity. RonanRx's aggregate liability arising out of or relating to its non-clinical Platform and MSO services shall not exceed the greater of (a) $100,000 and (b) the aggregate Platform Fees attributable to the Provider's Patients during the twelve (12) months preceding the event giving rise to the claim, except that this cap does not apply to RonanRx's indemnification obligations under Section 23, to RonanRx's breach of the BAA (including its Consumer Data provisions), or to any liability that cannot lawfully be limited. 23. Indemnification The parties agree to indemnification as follows: (a) the Provider and the Provider Entity will indemnify and hold harmless RonanRx from claims arising out of the Provider's clinical care, clinical judgment, licensure, documentation, or breach of this Agreement, including claims relating to diagnosis, treatment, prescribing, follow-up, or standard of care; (b) RonanRx will indemnify and hold harmless the Provider and the Provider Entity from claims arising out of RonanRx's non-clinical Platform services or RonanRx's breach of this Agreement; and (c) RonanRx will maintain, at its own expense, technology errors-and-omissions and cyber-liability insurance with limits of not less than $1,000,000 per claim and $3,000,000 in the aggregate, and will provide evidence of coverage on the Provider's reasonable request. Each indemnity is subject to prompt notice, reasonable cooperation, and control of the defense of the indemnified claim. 24. Governing Law and State-Specific Riders This Agreement is governed by the laws of the Governing-Law State stated on the cover page (the Governing-Law State stated on the cover page; default Delaware), without regard to conflict-of-laws principles. Where the Provider treats Patients in other states, a state-specific rider executed by the parties applies and, to the extent of any conflict on a matter of that state's corporate-practice, licensure, payment-flow, or telehealth law, controls for that state; RonanRx will not make the Provider available for patient routing in any state for which a required state-specific rider has not been executed. Exclusive venue for any dispute arising out of or relating to this Agreement lies in the state and federal courts sitting in Travis County, Texas, and the parties consent to their jurisdiction. Controlled-substance prescribing, where applicable, is governed by any service-line-specific controlled-substance rider and by the DEA and HHS telemedicine flexibilities in effect (currently extended through December 31, 2026), and nothing in this Agreement assumes controlled-substance authority as a general matter. 25. Changes to Terms RonanRx may change this Agreement or the Packet from time to time and will provide at least thirty (30) days' prior written notice of material changes. Continued participation on the Platform after a change takes effect constitutes acceptance of the change, except that no change to the Provider Fee mechanics, the Platform Fee, Section 11, Section 12, or this Section 25 will take effect as to the Provider without the Provider's affirmative written or electronic acceptance. If the Provider does not agree to a material change, she may terminate under Section 17. 26. Provider Acknowledgments I, the Provider (on my own behalf and, where one exists, on behalf of my Provider Entity), acknowledge that: (a) RonanRx provides non-clinical platform, marketplace, and MSO services only, does not practice medicine, is not a telehealth provider, and is not the treating clinician, and I deliver care to Patients through my own practice, including its telehealth operations; (b) I (or my Provider Entity) am the treating clinician once I accept a Patient, and I own and am solely responsible for the provider-patient relationship, including evaluation, medical decision-making, documentation, informed consent, prescriptions if appropriate, follow-up, adverse-event review, and lawful termination or transition of care without abandonment; (c) Marketplace availability, clinical acceptance, and medication fulfillment are three separate events, and one never automatically grants another; (d) neither RonanRx nor I own any Patient, Patients may change providers, I will not obstruct or place conditions on a Patient-requested transfer, a transfer is effective only after a new provider accepts, and I will cooperate with the transition and retain my legally required records; (e) I will treat Patients only where I am legally licensed and authorized, will verify Patient location and obtain telehealth consent before appointments, and may rely on the Platform's location verification and state-based filtering; (f) I retain sole clinical discretion, may refuse to prescribe, may require labs or follow-up, may refer out, and may terminate care lawfully, and RonanRx will not pressure me based on approvals, prescription volume, pharmacy use, or medication revenue; (g) controlled-substance prescribing, where applicable, is not assumed as a general matter and is governed by any service-line-specific controlled-substance rider and by the DEA and HHS telemedicine flexibilities in effect; (h) I set my own Provider Fee, as stated on the cover page, RonanRx charges a separate flat Platform Fee for non-clinical services, the Platform Fee is not a revenue split and is not tied to prescriptions, pharmacies, referrals, or medication revenue, RonanRx does not take a margin on my clinical fee, and RonanRx collects the Total Monthly Charge as my limited payment-collection agent for the Provider Fee component, which Stripe promptly remits to me or my Provider Entity less the payment-processing fees I bear as described in the Fee Schedule and Payment Processing Addendum; (i) RonanRx does not itself dispense or fill prescriptions, and RonanRx has disclosed to me that it wholly owns Elite Care Pharmacy LLC, a licensed pharmacy to which prescriptions may be routed at the Patient's direction, that Patients may use any licensed pharmacy, and that neither I nor my Provider Entity receives anything in connection with any prescription or pharmacy selection; (j) this Agreement is the anchor of the RonanRx Provider Packet, the other Packet documents are incorporated by reference, and where documents conflict the more specific document controls its subject matter; (k) I am an independent clinician and independent contractor, RonanRx is not my employer, and RonanRx's limitations of liability and warranty disclaimers apply only to its non-clinical services and do not reduce my clinical responsibility; and (l) I consent to electronic records and electronic signatures, and I have reviewed and agree to this Agreement as part of the Packet. Provider signature, typed name, date, entity, license details, and packet version are completed on the signing screen.