Eligibility. The Promotion is open to professional eyecare practices that are (a) located in one of the 50 United States or District of Columbia, (b) have fewer than four locations, and (c) are not excluded, debarred or suspended from participation in any federal health care program (“Eligible Practices”). The term “federal health care program” is defined at 42 U.S.C. §1320a-7b(f) and includes Medicare, Medicaid, TRICARE and certain other government-funded health care programs and plans.

Promotion Period. This Promotion shall be effective from January 1, 2023, to April 30, 2023 (“Promotion Period”).

Participation. Participation is limited to Eligible Practices. To participate in this Promotion, an authorized owner or employee, acting on behalf of and with the express authority of the Eligible Practice, must participate in the program via the online portal and agree to the Terms & Conditions. Only entries completed online, as set forth below, will be accepted. To that end, an authorized Eligible Practice employee must visit Transitions.com/roadtoacademy (the “Portal”) and perform the following steps:

• Enter the required information on the form for each pair of Transitions® lenses sold.

• Agree to the Terms & Conditions.

• Click the “Submit” button or function.

As long as an Eligible Practice follows this process and completes any other forms issued or requested by Transitions Optical, it will be eligible to earn Points and redeem them for any option offered under this Promotion.

Points. Practices shall earn 15 points (“Point”) for each Qualifying Job (as defined below) that it orders during the Promotion Period. Each Point shall have a value of $1.00. Points may not be redeemed for cash. Rather, Points may be redeemed to cover the cost associated with registration and/or hotel for 2023 Transitions Academy. Up to two people are allowed to redeem points for each practice. Unused Points shall be forfeited.

Qualifying Jobs. For purposes of the Promotion, a “Qualifying Job” is defined as a single sale transaction made by a Practice for a pair of Transitions lenses for a single patient under one prescription that is then fulfilled by an optical laboratory, excluding:

• Purchases that may be paid for, in whole or in part, by a federal health care program (“FHCP Purchases”); and

• Free product samples, remakes or other Transitions lenses that are obtained as part of a warranty fulfillment.

The date of a particular Qualifying Job is the date when the Qualifying Job is ordered from the relevant optical laboratory by the Practice.

Carving Out FHCP Purchases. Participating Practice’s obligation to carve out (i.e., exclude) FHCP Purchases is a material requirement of the Promotion. Each Participating Practice understands and agrees it is responsible for identifying and carving out FHCP Purchases from the Promotion. If a Qualifying Job constitutes an FHCP Purchase, the Participating Practice may not input the Certificate of Authenticity (“COA”) code for that Qualifying Job on the Portal. If a participating Practice inadvertently inputs the COA code for a FHCP Purchase on the Portal, such Participating Practice must report that fact to Transitions Optical immediately upon discovery, but in any event no later than five (5) business days after discovery. Enrolled Practice acknowledges and understands that its duty to identify and exclude all FHCP Purchases is a material requirement of the Promotion.

Verification of Points. Each Participating Practice is responsible for verifying the accuracy of the Points posted on the Portal. Per Section 5 above, in the event Participating Practice believes that any Points posted to its Program account are based on FHCP Purchases, Participating Practice must report that fact no later than five (5) business days after the Points have been posted to the Participating Practice’s Program account on the Portal, so that such Points can be promptly removed. In the event that Participating Practice believes that the Points posted to the Portal are inaccurate for any other reason, Participating Practice must report that fact to Sponsor no later than [insert number] days after the Points have been posted to Participating Practice’s Program account (“Verification End Date”). Provided Participating Practice has reported a potential Points inaccuracy to Sponsor no later than the Verification End Date, Sponsor shall audit the Points at issue and, if an inaccuracy is found in Sponsor’s sole determination, Sponsor shall modify the Points to correct the inaccuracy. Sponsor shall have no obligation to audit or modify any Points (i) for which Participating Practice has not reported a potential inaccuracy or (ii) for which Participating Practice has reported a potential inaccuracy but after the applicable Verification End Date; provided, however, that if the inaccuracy is due to the inclusion of Points based on FHCP Purchases, that inaccuracy shall be modified even if the Verification End Date has passed.

Freedom of Choice. Practice covenants and agrees that to the extent that Practice recommends and/or sells Transitions lenses to a patient, such patient interaction will be undertaken in an honest, accurate, complete and noncoercive manner that honors the patient’s freedom of choice and is designed to serve the patient’s best interests.

No Obligation to Order or Purchase. Although the only way to earn Points under this Promotion is to order Qualifying Jobs within the Promotion Period, Practice understands and agrees that it is under no obligation to order any Qualifying Jobs by virtue of participating in this Promotion.

Compliance with Terms. Practice agrees to comply with these Terms & Conditions, and understands and agrees that the decisions of Transitions Optical with respect to all aspects of the Promotion, including the allocation and calculation of Points and the construction and meaning of the Terms & Conditions are final in all respects.

Compliance with Laws. Participating Practice covenants and agrees that it will comply with all applicable federal and state laws and regulations, including, but not limited to, the federal health care program anti-kickback statute, 42 U.S.C. §1320a-7b(b) (the “Anti-Kickback Statute”), and its state law counterparts, as well as applicable laws and regulations governing the procurement of awards.

Price Transparency. Each Practice understands and acknowledges that it may be required ― pursuant to applicable federal or state laws or regulations, including, but not limited to, the Anti-Kickback Statute, its state law counterparts, or pursuant to its contractual arrangements with third-party payers ― to fully and accurately report and disclose the net purchase price (as that term is defined below) for all Qualifying Jobs it orders in connection with this Promotion or any other incentive program or promotion by Transitions Optical. Toward that end, each Practice covenants and agrees that it will:

• Fully and accurately report and disclose ― to the relevant government authority, health care plan or program, or third-party payer ― the net purchase price for all Qualifying Jobs it orders/purchases under this Promotion or any other incentive program or promotion by Transitions Optical; and

• Provide the relevant government authority, health care plan or program, or third-party payer with such further information regarding its purchases and net purchase prices, as may be requested.

Termination of Participating Practice. If a Practice is terminated from the Promotion, it will no longer be eligible to earn Points under the Promotion. That said, if the Participating Practice has earned Points prior to termination, those Points will be honored and eligible for redemption to cover the cost associated with registration and/or hotel for 2023 Transitions Academy, subject to the limitations in these Terms & Conditions. The exclusion, debarment or suspension of a Practice or any of its owners from participation in any federal health care program is grounds for immediate termination from the Promotion. Unused Points shall be forfeited.