TO PROCEED, PLEASE READ THIS DOCUMENT CAREFULLY BEFORE AGREEING BELOW

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE AGREEING BELOW

This Arbitration Agreement (the “Agreement”) is made by and between Aya Healthcare (“Aya”) and ___________ (“You”) on the date subscribed below. You and Aya are sometimes referred to in this agreement as a “Party” or the “Parties.”

In consideration of the mutual promises set forth below, including but not limited to your use of the Aya Sites as defined in the Terms of Use and your use of Aya portals or mobile applications, and your pre-employment, employment, or other activities with Aya (hereinafter referred to as “Interactions with Aya”) the Parties agree as follows:

1. Claims Subject To Binding Arbitration

You and Aya mutually agree that any and all claims arising out of or relating to your Interactions with Aya, including but not limited to any information provided on or documents uploaded to the Aya portals or mobile applications, including but not limited to any application process; submittal of pre-employment information and / or documentation; submittal to assignments; etc. whether asserted during or following Interactions with Aya, will be subject to binding arbitration and not by a lawsuit or resort to court process. You and Aya agree that the binding arbitration required by this Agreement applies to all covered claims arising from your Interactions with Aya including any past, present or future Interactions with Aya, if any. The claims covered by this Agreement include, but are not limited to, contract claims, quasi-contract claims, equity claims, tort claims, wrongful termination claims, claims of discrimination, harassment or retaliation, wage claims, penalty claims, any claiming based on or arising out of any offer letter, agreement, handbook, or policy of Aya, claims for breach of confidentiality or misappropriation of trade secrets, claims for injunctive relief, claims alleging breach of privacy rights, and claims based on or alleging violations of the California Labor Code, California Fair Employment and Housing Act, the Americans With Disabilities Act, California Pregnancy Leave Law, California Consumer Privacy Act, or any other applicable public policy, federal, state or other governmental law, constitution, statute, regulation or ordinance. To the extent required by Executive Order 13665, this Agreement only requires arbitration of claims arising under Title VII of the Civil Rights Act of 1964 or any tort related to or arising out of sexual assault or harassment where the employee voluntarily consents to arbitration after a dispute arises.

This Agreement is binding upon, and inures to the benefit of, the Parties and their respective successors and assigns. In addition, You agree that this Agreement is intended to benefit and may be enforced not only by Aya, but also by any of Aya’s officers, directors, owners, clients, shareholders, employees, managers, agents, attorneys, insurers, sureties, benefit plans, clients, and its affiliated, related, parent, sister, or associated business entities.

2. Arbitration Procedures

Prior to submitting a dispute to arbitration under this Agreement, the Parties agree to make good faith efforts to resolve any dispute on an informal basis. If efforts at informal resolution fail, the Parties agree to participate in a non-binding mediation prior to commencing arbitration with costs of mediation split by the parties unless otherwise required by law. If a dispute remains unresolved following mediation, either Party may submit the dispute for resolution by final binding arbitration under this Agreement.

The binding arbitration and selection of a neutral arbitrator will be conducted in conformity with the procedures of the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the California Arbitration Act (Cal. Code Civ. Proc., § 1280 et seq.), and if You are employed outside of California, in accordance with any other applicable arbitration law. The arbitrator shall have the authority to resolve all portions of the dispute, including disputes relating to the interpretation or enforceability of this Agreement, and may utilize procedural motions challenging the legal sufficiency of a claim or defense, such as summary judgment motions, motions for judgment on the pleadings, requests for preliminary injunctions or equitable relief, and similar proceedings. The Parties shall be entitled to discovery sufficient to adequately arbitrate their claims and defenses.

The arbitrator will issue a detailed written decision and award resolving the dispute. The arbitrator’s written opinion and award shall decide all issues submitted and set forth the legal principle(s) supporting the decision. The decision or award of the arbitrator shall be final and binding upon the Parties. The arbitrator shall have the power to award any type of legal or equitable relief that would be available in a court of competent jurisdiction including, but not limited to attorneys’ fees, when such relief is available under the applicable statute or law. Any arbitral award may be entered as a judgment or order in a court of competent jurisdiction. The Parties agree that any relief or recovery to which they are entitled arising out of the employment relationship or cessation thereof shall be limited to that awarded by the arbitrator.

For claims determined to involve non-waivable statutory rights and to the extent required by law,You will not be required to pay any administrative fees or costs, including arbitrator’s fees, beyond the fees and costs which would have been incurred by you, if any, had the dispute arbitrated under this provision been litigated in state or federal court. The arbitration will take place in San Diego, California, or to the extent required by law, the arbitration may take place in the County in which You were employed by Aya.

3. WAIVER OF RIGHT TO JURY OR COURT TRIAL

BY SIGNING THIS AGREEMENT YOU ARE GIVING UP YOUR RIGHTS TO HAVE THE CLAIMS DESCRIBED IN PARAGRAPH 2 ABOVE DECIDED IN A COURT OF LAW BEFORE A JURY OR JUDGE, AND INSTEAD ARE AGREEING TO FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR.

4. WAIVER OF RIGHT TO BRING CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND AYA AGREE THAT NO CLAIM COVERED BY THIS AGREEMENT MAY BE PURSUED AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AND ALL SUCH CLAIMS MUST BE PURSUED ONLY ON AN INDIVIDUAL BASIS. Notwithstanding the foregoing, to the extent any Party asserts a representative claim that is determined to be non- waiveable, You and Aya agree that any and all such representative claims may be asserted and determined only by binding arbitration in accordance with this Agreement.

5. Complete Agreement

This is the complete agreement of the Parties on the subject matter of this Agreement. This Agreement supersedes any prior or contemporaneous oral or written understanding on the subject, including any statements in any letter or application. However, this agreement does not supersede any separate arbitration agreement previously or subsequently executed between you and Aya, and is in addition to any other arbitration agreement entered into between you and Aya. No Party is relying on any representations, oral or written, on the subject of the effect, enforceability or meaning of this Agreement, except as specifically set forth in this Agreement. This Agreement may only be modified by a writing signed by the CEO of Aya or the Chief People Officer and EVP, Global Employee Services & Infrastructure.

6. Severability

If any part of this Agreement is construed to be in violation of any law, unenforceable, or void, such part shall be modified to achieve the objective of the Parties to the fullest extent permitted by law, and the balance of this Agreement shall remain in full force and effect.