VSP Network Provider Application Ireland The purpose of this Application is to establish an arrangement between Ireland optical professionals and VSP upon VSP’s acceptance of the completed Application. The purpose of the arrangement is to develop a network ("VSP Provider Network") of eye care providers ("Provider") to participate in a benefit program that will be offered by VSP to employers for their employees, or directly to individuals for the purpose of encouraging vision examinations and reimbursements for eyewear. VSP will employ people to sell and administer the programs to corporations, insurance companies and other strategic alliances who operate business in the Republic of Ireland. In general this vision benefits program will entitle covered individuals to receive reimbursement for eye examination services and glasses or contact lenses. The VSP benefit program will provide established amounts, known as allowances, to be applied toward purchasing eye examinations and eyewear. VSP will reimburse established allowances directly to VSP Network Providers, making the experience easy for patients. The VSP benefits can only be used with VSP Network Providers. Upon acceptance by VSP, this Application establishes an agreement setting forth the mutual obligations of VSP and Provider for Provider’s participation on the VSP Provider Network. In consideration of Provider’s participation on the VSP Provider Network and upon VSP’s acceptance of this Application, VSP and Provider agree to comply with the obligations set forth in this Application. VSP’s Obligations: 1. VSP will promote the Provider to employers and strategic alliances in the Republic of Ireland to encourage sight tests and eyewear. 2. VSP will maintain a web-based directory of VSP Network Providers with search function by geographic location. 3. VSP will supply Provider with in-office point of purchase materials including, but not limited to, window decals and table top signage designed to promote VSP Network Providers, in such amounts as determined by VSP within 30 days of signature by both parties of this Application. 4. VSP will maintain the web-based system (http://vsp-ireland.ie) for eligibility lookup and claims submission. 5. VSP will pay approved plan allowance claims at least every two weeks from date of receipt, by electronic funds transfer. Provider’s Obligations: 1. Provider agrees to have its name and its practice listed on the VSP Network Provider directory. 2. Provider agrees to use the VSP web-based system (http://vsp-ireland.ie) for eligibility, plan allowance, and billing purposes. 3. Provider agrees to bill VSP their Usual and Customary (“U&C”) fees. Provider will be reimbursed 20% less the Provider’s U&C or the maximum fixed exam fee, whichever is lower. Provider agrees to accept VSP’s prevailing fixed exam fee found at www.vsp-ireland.ie as full payment for eye exam services rendered by Provider to Members. 4. Provider agrees to grant a twenty percent (20%) discount off retail prices for frames and lenses, fifteen percent (15%) for contact lens exams (fitting and evaluation only), contact lens materials at best possible pricing, and a twenty percent (20%) discount off of Provider’s usual and customary fees for professional services offered by Provider (the “VSP Discounts”) to eligible VSP members (“Members”). The VSP Discounts offered to Members shall not preclude Members from participating

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in any other sales and promotional products and services offered by Provider in place of or as an alternative to their VSP Discounts. Provider agrees to bill VSP for materials and professional services provided to a Member, up to that Member’s plan allowance, through the VSP web-based system. Provider agrees to accept all payments from VSP through electronic funds transfer. If a Member is eligible for a covered in full plan, Provider agrees to accept the fixed fee reimbursement for which a Member may be eligible as payment in full for exam and Material benefits provided by Provider and covered under such plan. A Member’s eligibility for a covered in full plan and the commensurate reimbursement scheme can be found at www.vsp-ireland.ie. Provider agrees to submit all claims within 30 days of service. Provider represents, warrants, and undertakes that it has in place and will for the duration of this agreement keep and maintain, valid professional liability insurance or any other insurance which it is legally obliged to carry or which is customary for eyecare providers to carry, all such insurance in customary amounts and with a reputable insurance company. Provider agrees, upon request by VSP, to provide VSP with evidence of its insurance. Provider represents, warrants and undertakes that it is duly registered with the Ireland Opticians Board, and shall maintain such registration in good standing for as long as Provider remains an approved VSP Network Provider. Provider represents, warrants and undertakes that in providing any goods and services, it will fully comply with all applicable law, including (without limitation), ensuring its staff are properly trained and have all appropriate qualifications, certifications, and registrations required to be able to provide the goods and services. Provider shall fully cooperate with any VSP review or audit activity, including, without limitation, inoffice audits and inspections, business audits, special investigation audits, medical record reviews and all similar VSP investigative or quality assurance efforts. All of Provider’s services and materials provided to VSP members, and claims submitted to VSP, are subject to review and audit for quality and authentication purposes, Provider understands and agrees that some audits may be unannounced. Should Provider refuse to permit an audit for any reason, Provider may be subject to termination for failure to comply with this Agreement and/or restitution in an amount to be determined by VSP. Provider further agrees that upon request, Provider will timely furnish case records to VSP of any or all members for whom claims have been submitted, and that VSP may use any information so obtained for statistical, actuarial, scientific, peer review or other reasonable purposes, including applicable legal requirements, provided that no professional confidence shall be breached thereby. Provider also agrees that utilization and claims information may be released to other parties as necessary. The confidentiality of VSP member medical information shall not be compromised. Provider shall reimburse VSP in a timely manner for its reasonable out-of-pocket expenses and costs incurred in audit(s)/inspection(s) resulting in restitution due to improper billing.

Data Protection 1. VSP and Provider will comply with the Data Protection Acts 1988 and 2003 (the "Act") “Personal Data, “Data Controller” and “Data Processor” shall each have the meaning set out in the Act. 2. Each Party acknowledges that VSP is the Data Controller and Provider is the Data Processor in respect of Processing any Personal Data relating to a Member in connection with the VSP vision coverage for which a Member is eligible utilizing the VSP web-based system. VSP and Provider are otherwise a Data Controller in relation to their own respective Personal Data and a Data Processor in relation to the Personal Data of the other party and as such, this clause is applicable to each party when acting in their respective capacity of either Data Controller or Data Processor. The Data Processor shall process the Personal Data only on and subject to Data Controller's instructions from time to time and shall not process the Personal Data for any other purpose. 3. The Data Processor shall implement and maintain appropriate technical and organisational security measures against unauthorised access to, or unauthorised alteration, disclosure or destruction of, the Personal Data and against all other unlawful forms of Processing.

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4. Provider warrants, represents and undertakes to comply with the Act and to obtain any necessary consent of Members to Provider’s disclosure of their Personal Data to VSP, and to VSP’s use of the Personal Data in connection with the applicable vision care coverage or as may be required by law. 5. Members should be informed that VSP and its affiliates and partners will process their personal data and/or sensitive personal data to provide services related to the applicable vision care plan, such as customer services, policy administration and claims handling and that VSP may transfer to the United States, a country that may not offer the same protections as those in Ireland. General Obligations: 1. This agreement may be terminated without cause by either party by providing the other party with 60 days written notice. 2. This Application is personal to the Provider and the Provider may not assign, create a trust, subcontract, or otherwise delegate or transfer all or any of its rights or obligations under this Application without obtaining the prior written consent of VSP. 3. Nothing in this Application shall be construed to make the Provider an employee, agent, partner, or joint venturer of VSP. 4. Provider acknowledges that it is fully responsible for all products and services provided to its patients and customers, including (without limitation) any optical and vision care services and products provided to patients and customers. Provider hereby agrees to indemnify, keep indemnified, and hold harmless, VSP, its employees, officers, partners, affiliates, agents, and representatives against all losses, liabilities, claims, proceedings, and costs arising from or in connection with any of its acts or omissions in relation to any of its services or products. 5. Provider understands that VSP, its affiliates and/or its partners will from time to time publish Provider’s name, address and other appropriate details on its web sites as a VSP Network Provider, and Provider agrees to furnish all information requested by VSP for this purpose. Provider agrees to provide accurate and current information, and shall notify VSP in writing at least (60) sixty days in advance of any changes to that information so that VSP can ensure that the information about Provider contained on such web sites is accurate and current. Provider further understands and agrees that upon termination of this Agreement for any reason, VSP will remove or use its reasonable endeavours to procure the removal of your details from such web sites. Provider must provide any information concerning any complaints against Provider or other issues that may affect VSP's decision to retain Provider as a VSP Network Provider. 6. Provider understands the registered marks, “VSP,” “Vision Service Plan”, and other marks that VSP may register from time to time, as well as the VSP logo(s), are, and shall remain, exclusively owned by VSP (or its affiliates and related parties). Provider is hereby granted a nonexclusive, nontransferable, limited and revocable license to use the mark “VSP” and the registered VSP logo(s) only for the limited purpose of providing its services at the Practice Locations. Any further potential use of the logo, service marks, trademarks and/or materials provided hereunder will be subject to prior written approval of VSP, at VSP’s sole discretion. 7. Provider agrees to notify VSP, in writing, within (60) sixty days of any change of address, addition, and/or closure of practice location(s), any material change(s) in the ownership, operations, and/or management of the practice. 8. This Application along with the Provider Privacy Policy, the Terms of Service, Provider Reference Manual (“PRM”) and any addenda constitute the entire agreement and understanding of the parties and supersedes all negotiations, plans, and any previous agreements between the parties relating to the subject matter of this agreement. VSP reserves the right to make modifications to this agreement by providing written notice to provider. 9. This agreement may be entered into in any number of counterparts, all of which taken together will constitute one and the same instrument. Any party may enter into this agreement by executing any such counterpart. The counterparts of this agreement and all ancillary documents may be executed and delivered by electronic signature by any of the parties to any other party and the receiving party

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may rely on the receipt of such document so executed and delivered by electronic means as if the original had been received. 10. This agreement is subject to the applicable laws of Ireland. Dispute Resolution Procedure 1. Subject paragraph 4 below, the parties shall first attempt to resolve any Dispute in accordance with the following procedure. 2. If there is a Dispute which has not been resolved in the normal course of business, either party may issue to the other a written notice invoking the dispute resolution procedure set out herein (the “Escalation Notice”). Upon issue of an Escalation Notice, the parties shall attempt to resolve the Dispute through good faith negotiations at a meeting which shall be attended by management-level personnel of both parties (the “Senior Personnel”). The parties will have a resolution period of (30) thirty days from the date of the Escalation Notice (as may be extended upon agreement of the parties in writing) to attempt to resolve the Dispute (the “Resolution Period”). 3. If the Dispute cannot be resolved by the Senior Personnel, the parties will consider, but shall not be obliged to agree to, the appointment of an independent mediator to help resolve the Dispute. If the parties mutually agree to submit to mediation, the parties will agree in writing on an extension to the Resolution Period. 4. If the Dispute is not resolved by the expiry of the Resolution Period (as may have been extended), either party may then initiate legal proceedings. 5. Either party shall be free to pursue any injunctive or interim relief without having to go through the dispute resolution procedure set out herein. Provider will be notified of VSP’s acceptance of this application by receiving a countersigned electronic copy of this application. Signed by a duly authorised representative on behalf of VSP

Signed by a duly authorised representative on behalf of the Provider

Signed:

Signed:

Print Name:

Print Name: Date of Birth:

Position:

Position:

Date:

Date:

September 2016

VSP Network Provider Application: Enrolment Form

Legal Entity Name*

Legal Address Line 1*

Legal Address Line 2

Town / Digit Zone # (if applicable)*

Telephone Number (Please include your country code)*

County*

Country*

Email Address*

VSP Representative: _____________________________________________ Financial Account Information: VSP will make payment for all practice locations based on the information provided below. Account Holder Name:* Sort Code*

*Required field

Account Number*

VSP Network Provider Application: Enrolment Form Practice Location Information: One form must be completed for each location to be considered an approved VSP provider location. Practice Name*

Practice Address Line 1*

Practice Address Line 2

Town / Digit Zone # (if applicable)*

County*

Telephone Number (Please include your country code)*

Country*

Email Address*

_____________________________________ Practice Website

Office Hours (i.e. 1000 – 1500): Monday Tuesday

Wednesday

Thursday

Friday

Saturday

Sunday

Open Close Services Provided: ☐Eye Examination ☐Contact Lenses ☐Glasses ☐Sports Eyewear ☐Digital Retinal Imaging (DRI) ☐Children 0-5

☐Sunwear

Languages: Languages (other than English) spoken by optometrists or staff at this office.

*Required field

Continue to next page to complete optometrist information

VSP Network Provider Application: Enrolment Form Optometrist Information: VSP requires at least one optometrist listed at each location. Although you are not required to list the locums at your practice, if you would like them to appear on the provider website when a member searches for your practice, you will want to include their information as well. Optometrist Surname/First Name*

Gender*

Date of Birth*

Registration Number*

Email Address

IMPORTANT INFORMATION: Optometrist Registration Number: VSP needs this to verify examination is performed by a licensed optometrist. All optometrists must be registered with the Opticians Board with a valid and active Registration number. Date of Birth (DOB): VSP needs this to validate you with your email address for initial log on to the system VSP requires date of birth for use during a one-time registration process. Once each individual has been authorised, they will be able to select a password to access the provider portal to submit claims, view claim payment information, etc.

*Required field

ADDENDUM TO VSP NETWORK PROVIDER APPLICATION IRELAND VHI Insurance DAC (“VHI”) Terms and Conditions

This Schedule constitutes an Addendum to the VSP Network Provider Agreement (the “Agreement”) signed by VSP Network Provider (“Provider”). Capitalized terms not defined in this Schedule are defined in the Agreement. As an approved VSP Provider, Provider agrees to comply with the following terms and conditions when rendering services to Members.

VSP’s Obligations: 5. W ith regard to VHI members, VSP will submit exam claims to VHI and VHI will remit payment to Provider. Any claims paid by VHI will be paid monthly by electronic funds transfer. Claims th submitted during a current calendar month will be paid on the 8 calendar day of the following month to the Provider. In order to be included in the following month’s scheduled payment, Claims must be received within five (5) business days prior to the end of the relevant month. It is agreed and acknowledged that all payments to the Provider will be subject to Professional Services W ithholding Tax. Provider’s Obligations: 11. With respect to claims paid by VHI, Provider will submit written documentation of all claims on behalf of VSP members within thirty (30) days of the date of rendering the services. Provider must obtain and retain Member signature authorising all Services rendered. Provider shall retain a copy of all relevant documentation in respect of a Claim submitted on behalf of a Member for a minimum of six (6) years after the date the Services are provided to Member.

12. Provider will make every reasonable best effort to ensure Member uses any PRSI entitlement which may be available to them before providing services or materials for which Member is eligible. If it is determined that a Member is entitled to such a benefit, Provider will request that the Member sign the PRSI form and claim the eye exam under the PRSI entitlement before submitting the claim to VSP. All of the terms of the VSP Network Provider Application not modified by this Addendum remain in full force and effect.

1 June 2016