Billing Services Agreement

This Client Billing Services Agreement ("Agreement") is entered into between Rosenthal Community Care Services LLC ("RCCS") and the facility operator identified in the signature section ("Operator").

Rosenthal Adult & Senior Care Connections ("RASCC") joins this Agreement solely to consent to the limited amendment and partial release of its October 10, 2026 referral agreement under Section 11. The underlying RASCC agreement otherwise remains in effect.

This Agreement establishes an administrative services relationship for Medi-Cal eligibility assistance, managed care reimbursement coordination, billing administration, and billing education for eligible residents of the participating facility.

RCCS provides the administrative services expressly described herein. RCCS is not a health plan, governmental agency, licensed residential care facility, medical provider, or guarantor of reimbursement.

For each participating resident later designated in a separate written service authorization accepted by RCCS under this Agreement, RCCS shall provide the following services within its lawful authority.

2.1 Medi-Cal Eligibility Assistance

• Review available information concerning full-scope Medi-Cal coverage.

• Assist with verification of eligibility, coverage status, and Share of Cost.

• Coordinate with authorized representatives and appropriate agencies concerning necessary eligibility documentation.

• Assist with appropriate application follow-up and correction requests.

2.2 Managed Care Reimbursement Coordination

• Assist Operator in identifying applicable IEHP or Kaiser Permanente reimbursement pathways.

• Coordinate authorized reimbursement requests, supporting documentation, and communications with applicable managed care plans or designated contracting entities.

• Assist with documentation of approved reimbursement rates, effective dates, covered services, and authorization periods.

• Coordinate administrative responses to requests for additional information.

2.3 Six Months of Billing Administration

RCCS shall provide billing administration for six (6) consecutive monthly service periods, including:

• Preparing and submitting authorized monthly claims or invoices to the applicable managed care plan on behalf of Operator.

• Monitoring claim status and reimbursement activity.

• Reviewing remittance advice and identifying unpaid, denied, reduced, or incorrectly processed claims.

• Performing routine corrections, resubmissions, and administrative follow-up.

• Maintaining records of claims submitted and reimbursement amounts collected.

• Coordinating monthly billing reconciliations.

Formal legal appeals, administrative hearings, litigation, and extraordinary reimbursement recovery services are excluded from the six-month package unless separately agreed in writing. In particular, recovery of a claim independently submitted by Operator and denied is a separately compensated service only when accepted under Section 6.2; such work is not part of routine included billing correction services.

2.4 Administrator and Licensee Billing Education

During the six-month service period, RCCS representatives shall provide practical billing instruction and technical assistance to Operator's designated licensee, administrator, or authorized personnel.

Training shall be conducted exclusively during scheduled claim preparation and submission activities, either:

• Remotely through live screen sharing; or

• In person with the facility licensee, administrator, or designated authorized representative during claim submission.

Training may include reviewing billing authorizations, preparing and submitting claims, using authorized billing systems, correcting submission errors, monitoring payment status, and performing reimbursement reconciliations.

Training shall occur as an integrated component of RCCS's regularly scheduled monthly billing activities.

RCCS is not obligated to provide unlimited training hours, separate classroom instruction, additional training appointments, or training outside the agreed billing administration activities.

No additional RCCS training fee shall be charged for the instruction provided under this Section.

The objective is to enable the licensee or administrator to independently prepare, submit, track, and reconcile future reimbursement claims following the six-month service period.

3.1 Independent Resident Acquisition

Operator represents that the residents covered by this Agreement were independently identified or acquired through Operator's own efforts or contacts with residents, authorized representatives, families, hospitals, discharge teams, or other sources independent of RCCS.

Operator represents that residents later designated for RCCS services in separate written service authorizations will be independently sourced and not first introduced to Operator as Direct RASCC Referrals under the October 10, 2026 RASCC agreement. The parties shall rely on verifiable referral chronology if the source is disputed.

3.2 Independent Facility Selection

Operator represents that it independently initiated or participated in communications concerning potential admission and provided residents or their authorized representatives the opportunity to evaluate the facility, including through an on-site or virtual tour when applicable.

Operator remains solely responsible for determining whether its facility can lawfully and safely accommodate each resident.

3.3 Voluntary Resident Choice

Operator acknowledges that residents and their authorized representatives retain the right to select, decline, or change residential care providers.

Neither RCCS nor Operator may condition eligibility assistance or billing services upon a resident selecting or remaining at a particular facility.

3.4 No Undue Influence

Neither party shall coerce, improperly induce, mislead, or interfere with the independent decisions of a resident, family member, authorized representative, or facility operator concerning admission, continued residency, or discharge.

4.1 Exclusive Billing Services for Covered Residents

Operator agrees to engage RCCS as its exclusive third-party administrative billing services provider for each participating resident covered by this Agreement throughout the six-month service period.

During this period, Operator shall not engage, authorize, or substitute another third-party billing services company to perform the same contracted billing activities for participating residents without RCCS's written consent.

This restriction does not prevent Operator from performing duties that applicable law or a payer requires the licensed or contracted provider to perform directly.

4.2 Required Six-Month Service Commitment

The six-month billing services engagement is a binding commitment between RCCS and Operator.

Operator agrees to maintain RCCS as the contracted billing services provider for the full six-month period for each participating resident, subject to RCCS's continuing lawful authority to perform the services.

Operator's decision to have its administrator or personnel participate in billing training does not independently terminate or shorten this commitment.

4.3 Training Obligations

RCCS shall provide billing education during actual monthly claim preparation or submission activities through remote screen sharing or in-person instruction.

The six-month commitment does not require RCCS to conduct additional stand-alone training sessions, provide unlimited technical support, or continue instruction after the covered service period expires.

4.4 Non-Exclusive Relationship Outside Covered Services

This Agreement does not create a general exclusive business relationship.

Operator remains free to engage other administrative, consulting, or billing service providers for residents or services not covered by this Agreement.

RCCS remains free to provide substantially similar services to other facilities, operators, and healthcare organizations.

4.5 Operator-Submitted Claims During the Six-Month Engagement

Operator, its licensee, administrator, and authorized personnel may elect to prepare and submit a claim for a participating resident independently, without requesting RCCS assistance for that particular claim, provided they comply with the applicable payer requirements and do not engage a competing third-party billing service for covered residents in violation of Section 4.1.

Independent submission, including submission after RCCS billing education, does not by itself terminate or shorten the six-month engagement, diminish RCCS's contractual responsibilities or availability, or cancel, waive, reduce, or postpone any installment otherwise payable under Section 5. The mandatory final reconciliation and refund provisions of Section 9 still apply. If a claim submitted without RCCS participation is denied, any later RCCS recovery assistance is governed by the separate written-engagement and 20%-of-actual-collections requirements in Section 6.2.

Operator shall promptly give RCCS the submission date, claim identifier, disposition, remittance and denial notices, and material changes reasonably required to prevent duplicate submissions, monitor billing status and complete Section 9 reconciliation. RCCS shall not knowingly submit a duplicate claim for the same covered services.

5.1 Service Fee

For each separately identified participating resident, the total service fee for the administrative services package shall equal one hundred percent (100%) of one standardized thirty-day period of the monthly care-and-services reimbursement rate approved in writing by IEHP, Kaiser Permanente, or the applicable authorized Medi-Cal payer or program under the applicable covered-service arrangement.

If reimbursement is authorized at a daily rate, the standardized thirty-day amount shall equal the approved daily rate multiplied by thirty (30).

The total fee covers the services identified in Section 2, including six months of eligible monthly billing administration and administrator/licensee billing education.

This is a single package fee covering the six-month service period, not a monthly recurring charge of 100%.

The total service fee remains subject to the mandatory six-month reconciliation and refund provisions in Section 9.

5.2 Excluded Amounts

The fee calculation excludes resident-paid room and board, SSI/SSP payments, family contributions, personal funds, deposits, and charges not included in the approved covered-care reimbursement.

5.3 Billable Service Start Date

For purposes of this Agreement, the "Billable Service Start Date" means the first calendar date on which Operator actually furnishes covered care and services to a participating resident that are eligible for reimbursement under an applicable written payer authorization.

The Billable Service Start Date shall be determined using the applicable payer authorization, documented service records, and confirmed eligibility for reimbursement. It may differ from the resident's physical move-in date.

The Billable Service Start Date establishes the beginning of the six (6) consecutive monthly billing service periods and the reimbursement reconciliation period under Section 9. It does not establish the installment due dates under Section 5.5.

A retroactively approved date of service may establish the Billable Service Start Date when supported by written payer authorization and actual covered services.

5.4 LOA Approval, Authorization Number, and LOA Approval Date

For the limited purposes of this Agreement, "LOA Approval" means that RCCS, Operator, or Operator's authorized representative has received a resident-specific authorization number issued or expressly confirmed as approved by Inland Empire Health Plan (IEHP), Kaiser Permanente, or another applicable Medi-Cal managed care plan, Medi-Cal program, or authorized payer administrator empowered to approve the services. A submitted request, tracking or reference number, pending authorization, preliminary NPI verification, or other indication that an application is under review is not LOA Approval.

What is an LOA Authorization Number?

An LOA Authorization Number confirms that:

1. The payer has approved a specific covered service for the resident.
2. The authorization number can be used for billing the approved service.
3. The facility has a documented basis to pursue reimbursement from the responsible payer.

The "LOA Approval Date" is the calendar date on which RCCS, Operator, or Operator's authorized representative first receives the payer-issued approved authorization number, as supported by the payer's approval notice, portal status, electronic communication, or other verifiable record of approval. If an approved authorization number is first communicated verbally, the receiving party shall contemporaneously record the number, the payer representative or source, and the date, and obtain written or portal confirmation of its approved status. Once confirmed, the initial documented receipt date controls. A retroactive effective date shown on the authorization does not change the LOA Approval Date.

LOA Approval and the LOA Approval Date shall be determined separately for each participating resident and shall identify or be traceable to that resident, the covered service, and the responsible payer. Operator shall promptly provide RCCS with the approved authorization number and supporting documentation. The parties shall maintain a record of the date received.

"LOA Approval" is a contractual term used to establish payment timing under this Agreement. It does not, solely by issuance of an authorization number, establish that a separate letter of agreement has been signed, that a proposed reimbursement rate has been accepted, or that claims will be paid. Payer reimbursement remains subject to actual eligible service delivery, proper provider and payer arrangements, enrollment and eligibility, accurate claims, and applicable payer rules. RCCS does not guarantee reimbursement.

5.5 Payment Schedule

The single per-resident administrative services package fee shall be divided into the following three installments, measured in calendar days from the applicable resident's LOA Approval Date:

The LOA Approval Date is Day 0. The first, second, and third installments are ordinarily due on Days 30, 60, and 90, respectively. "After the first payment" and "after the second payment" refer to the preceding installment's contractual due date, not the date on which Operator actually remits payment. A late, partial, or missed payment does not postpone a later installment's scheduled due date. Any adjustment under Section 5.6 shall apply to the subsequent installments as expressly provided there.

5.6 Late Payment Fee

Operator agrees that timely payment is a material obligation under this Agreement.

If any invoice remains unpaid after its applicable contractual due date, RCCS shall assess a one-time late payment charge of sixty-five dollars ($65.00) for that overdue invoice.

The late fee is assessed once per overdue invoice and shall not accrue daily or compound.

The parties acknowledge that late payment creates additional administrative and collection-related expenses, and intend the charge to represent a reasonable estimate of those costs rather than a punitive assessment.

Payment of the late fee does not eliminate Operator's obligation to pay the original outstanding invoice.

5.7 Collection of Overdue Accounts

Any invoice remaining unpaid for more than thirty (30) calendar days after its applicable contractual due date shall be eligible for referral to a third-party collection agency or authorized collection service.

RCCS shall provide written notice of the overdue amount and intended collection referral.

If the outstanding balance remains unpaid following the notice, RCCS shall refer the overdue account for collection, subject to applicable law.

Operator remains responsible for the unpaid principal, any enforceable contractual late fee, and any additional collection expenses recoverable under applicable law.

5.8 Payment Records

RCCS shall maintain records of invoices issued, payments received, assessed late fees, outstanding balances, and adjustments resulting from the mandatory reconciliation process.

Amounts paid under this Section remain subject to Section 9.

RCCS may assist with reimbursement administration only when appropriately authorized.

Operator remains the responsible provider of care, the contracting party for covered services, and the party accountable for the accuracy and substantiation of claims.

Reimbursement from IEHP, Kaiser Permanente, or another responsible payer shall be made directly to Operator through the payer's authorized process.

RCCS does not guarantee eligibility, authorization, reimbursement rates, retroactive approval, timely payment, or successful collection.

No claim may be submitted for services not actually provided or otherwise ineligible for reimbursement.

6.1 Independently Submitted Claims; Allocation of Responsibility

When Operator, its administrator, licensee or authorized personnel independently prepare or submit a claim without RCCS review, direction or participation, Operator is responsible for the content, accuracy, coding, documentation, submission method and timeliness of that claim.

To the extent a denial, rejection, delay, reduction, recoupment or other adverse reimbursement outcome is caused by that independently controlled submission or Operator's omission, RCCS is not liable for that outcome and is not deemed in breach solely because of it. This allocation does not release RCCS from liability to the extent caused by RCCS's own negligence, misconduct, inaccurate written instructions, or failure to perform services it expressly undertook under this Agreement.

Operator remains responsible for timely providing RCCS sufficient information to avoid duplicate claims and permit reconciliation, and shall promptly notify RCCS of denials and deadlines for correction. Nothing in this provision guarantees coverage, payer approval or reimbursement, permits unapproved submissions, or limits a payer's authority.

6.2 Separate Recovery of Denied Operator-Submitted Claims; 20% Collection-Based Fee

If Operator, its licensee, administrator, or authorized personnel independently prepared or submitted a claim without RCCS review, direction, or participation, and the payer subsequently denies that claim, Operator may request RCCS to undertake a separate denied-claim recovery engagement. The parties must identify the particular denied claim and the requested recovery services in writing, and RCCS must accept that engagement in writing. RCCS has no duty to undertake a separate recovery unless it accepts the request and receives any required payer or provider authorization and supporting documents.

For each accepted denied claim, Operator shall pay RCCS a separate recovery fee equal to twenty percent (20%) of the covered-care reimbursement actually recovered and received by Operator from the payer as a result of RCCS's documented recovery work on that claim. The fee applies only to new reimbursement actually collected through that recovery work, including subsequent partial payments; no amount may be counted twice. Amounts already paid before the separate recovery engagement, collections not reasonably attributable to RCCS's recovery work, SSI/SSP, resident-paid room and board, and other non-covered payments are excluded.

The 20% recovery fee accrues only as recovered reimbursement is actually received by Operator and is due within fifteen (15) calendar days after Operator receives the applicable payment and a corresponding RCCS invoice identifying the claim, reimbursement received, and recovery fee calculation. If no reimbursement is recovered and collected, no recovery fee is owed for that claim. If a payer later reverses or recoups a recovery payment, the parties shall adjust or refund the corresponding recovery fee within fifteen (15) calendar days after the adjustment is verified.

This is a separate, claim-specific recovery service, additional to the Section 5 six-month billing services package; it does not reduce or waive the package fee or its Section 9 reconciliation. A separate 20% recovery fee shall not be charged for routine correction or resubmission of claims originally prepared or submitted by RCCS as part of the included Section 2.3 services, or for a claim paid without RCCS recovery work. RCCS does not guarantee the recovery of any denied claim. The service and any fee remain subject to applicable law, payer contracts, and valid written authorizations.

Operator shall provide accurate resident, eligibility, authorization, admission, service, and discharge records reasonably necessary to perform the agreed services.

Operator shall maintain its applicable licensing, enrollment, payer agreements, and service documentation.

Operator shall promptly notify RCCS of changes affecting covered services, hospitalization, relocation, discharge, death, coverage, or authorization.

Operator shall designate appropriate personnel to participate in the billing education and administrative training described in Section 2.4.

Operator shall cooperate with RCCS throughout the six-month service period, including providing the documentation and access reasonably required for billing administration.

RCCS shall not independently make facility admission decisions or clinical determinations.

Both parties shall protect resident health, financial, and personal information and use it only for authorized purposes.

Where required, the parties shall execute an appropriate HIPAA Business Associate Agreement before exchanging protected health information.

RCCS shall use authorized billing access, maintain reasonable safeguards, and limit access to personnel or subcontractors whose responsibilities require it.

9.1 Six-Month Service Period

The administrative billing services package covers six (6) consecutive monthly service periods for each participating resident, beginning on the Billable Service Start Date established under Section 5.3.

For reconciliation purposes, the first monthly period begins on the Billable Service Start Date and ends immediately before the corresponding calendar date of the next month. Each subsequent monthly period continues from that point.

Reimbursements shall be allocated according to the dates of service, regardless of the calendar date on which the payer actually issues payment.

The package fee is initially determined under Section 5 and collected through the three scheduled payment milestones.

The final amount RCCS is entitled to retain shall be subject to reconciliation based on the actual reimbursements billed and collected for covered services delivered during the six-month service period.

9.2 Extended Hospitalization or Resident Death

If a resident experiences an extended hospitalization that reduces or interrupts the reimbursement the Facility can bill and collect, or if the resident passes away before the six-month service period ends, RCCS shall perform a mandatory billing reconciliation.

The reconciliation shall determine whether the service fee already paid to RCCS exceeds the effective service fee calculated from the actual reimbursed services during the applicable six-month period.

RCCS shall not retain amounts exceeding the effective service fee calculated under Section 9.3.

9.3 Mandatory Billing Reconciliation Formula

The parties agree to the following calculation:

If the Paid Service Fee exceeds the Effective Service Fee, RCCS shall refund the positive difference to Operator.

If the Effective Service Fee equals or exceeds the Paid Service Fee, no refund is due, and the reconciliation shall not create an additional service fee beyond the originally agreed package fee.

The calculation shall not include SSI/SSP, resident-paid room and board, family contributions, or amounts outside the authorized care-and-services reimbursement.

9.4 Billing Reconciliation Examples

Example A - Full Six Months of Reimbursement. The resident remains eligible and the Facility receives $4,000 each month for all six months. Total reimbursements billed and collected: $24,000. Effective Service Fee: $24,000 ÷ 6 = $4,000. Paid Service Fee: $4,000. Refund Due: $0.00. RCCS retains the full $4,000 service fee.

Example B - One-Month Hospitalization. The resident receives reimbursable services for five months ($4,000 per month) and no reimbursable services during one month of hospitalization. Total reimbursements billed and collected: $20,000. Effective Service Fee: $20,000 ÷ 6 = $3,333.33. Paid Service Fee: $4,000. Refund Due: $666.67. RCCS shall refund $666.67 to Operator.

Example C - Resident Passes Away After Three Months. The resident receives three months of reimbursable services ($4,000 per month) and no reimbursement for the remaining three months. Total reimbursements billed and collected: $12,000. Effective Service Fee: $12,000 ÷ 6 = $2,000. Paid Service Fee: $4,000. Refund Due: $2,000. RCCS shall refund $2,000 to Operator.

9.5 Final Reimbursement and Reconciliation Procedure

RCCS shall maintain an accounting of authorized claims submitted, reimbursements received by Operator, payment adjustments, denials, and reimbursements applicable to the participating resident.

Following the six-month billing service period, RCCS shall determine the total care-and-services reimbursements actually billed and collected for the six covered monthly service periods.

Reimbursements received after the six-month service period for services performed during that period shall be included in the reconciliation.

For purposes of determining the final reimbursement, RCCS and Operator shall consider the last payment issued by IEHP, Kaiser Permanente, or the applicable managed care payer for claims attributable to the six-month service period.

If a remaining claim is finally denied or closed without payment, that final determination shall be treated as the conclusion of the applicable reimbursement process.

The reconciliation statement shall identify:

• Total authorized reimbursements billed and collected.

• Any final denials, adjustments, or reversals.

• The calculated Effective Service Fee.

• The total Paid Service Fee.

• The amount of any refund due to Operator.

9.6 Mandatory Refund Deadline

If the final reconciliation establishes that RCCS received more than the Effective Service Fee, RCCS shall refund the difference to Operator within fifteen (15) calendar days after Operator receives the final reimbursement from the applicable managed care payer for the six-month service period, provided all claims for that period have reached final payment or determination.

Where the final resolution is a denial or closure without additional reimbursement, the fifteen-day period begins upon that final determination.

RCCS shall not delay an otherwise determinable refund solely because the contractual six-month service period has not elapsed when the resident has died and no further billable services or pending claims remain.

The refund shall be made directly to Operator using an agreed payment method.

If the payer subsequently issues a recoupment or adjusts a previously finalized payment, the parties shall perform a corresponding supplemental reconciliation and settle any resulting adjustment within fifteen (15) calendar days after the adjustment is verified.

9.7 No Additional Fee After Reconciliation

If actual reimbursements billed and collected exceed the amounts originally anticipated, RCCS shall not charge an additional package fee for the same six-month service period.

The maximum total compensation under the original package shall remain the agreed amount under Section 5, subject to the mandatory downward reconciliation described herein. This package-fee cap does not apply to an independently authorized and actually earned denied-claim recovery fee under Section 6.2, which is a separate service and is payable only from recovery amounts actually collected.

9.8 Effect of Independently Submitted Claims

The parties acknowledge that choosing to submit claims independently does not constitute a waiver of the Section 5 package fee or an automatic ground for installment forgiveness. Denials and delays caused solely by Operator's independent submissions do not, by themselves, establish deficient performance by RCCS or defer installments that are otherwise due.

For clarity, Section 9 continues to govern mandatory final reconciliation based on covered-service reimbursements actually billed and collected. The parties have not agreed to deem a denied or uncollected claim reimbursed merely because Operator submitted it without RCCS assistance. If an Operator-submitted denied claim is recovered through a separately accepted RCCS recovery engagement, the resulting payer reimbursement attributable to covered services within the six-month period shall be included as actually collected reimbursement for Section 9 purposes; any separately earned 20% recovery fee under Section 6.2 remains additional to the Section 5 package fee. No recovery fee is owed on unrecovered or uncollected amounts.

RCCS provides independent administrative support and shall not assume responsibility for Operator's staffing, resident care, licensing compliance, professional assessments, covered-service delivery, financial solvency, or underlying payer obligations.

Neither party has authority to bind the other to an unapproved financial, clinical, or contractual obligation.

10.1 Contractual Service Commitment

Operator and RCCS agree to fulfill their respective obligations for the six-month service period.

The parties acknowledge that this period is intended to provide consistent billing administration, reimbursement coordination, and integrated administrator/licensee training.

10.2 Mandatory Six-Month Commitment and Early Termination

10.2.1 Binding Six-Month Term

Operator agrees that the billing services engagement for each participating resident is a binding six (6) consecutive monthly service-period commitment beginning on the Billable Service Start Date.

Operator shall retain RCCS as its exclusive third-party administrative billing services provider for the covered resident throughout the entire six-month period, subject to the terms of this Agreement.

Neither party may terminate the engagement for convenience before the expiration of the six-month term without the other party's written consent.

10.2.2 Operator-Initiated Early Termination

If Operator voluntarily terminates the engagement, transfers the covered billing services to another third-party provider without RCCS's written consent, or materially prevents RCCS from fulfilling the engagement before completion of the six-month period, such action shall constitute early termination. Operator's independent submission of particular claims under Section 4.5 does not, by itself, constitute early termination when RCCS remains retained, authorized and reasonably able to perform its contracted services.

Where Operator's action is a remediable breach, RCCS shall provide written notice and ten (10) business days to correct the breach before assessing an early termination charge.

10.2.3 Early Termination Charge - Agreed Liquidated Damages

In the event of early termination attributable to Operator under Section 10.2.2, Operator shall pay RCCS a charge of six hundred fifty dollars ($650.00) for each remaining full monthly service period within the original six-month term for each affected participating resident. A remaining partial monthly period shall be charged proportionally by calendar days in that service period. The calculation begins on the effective date of early termination, does not include a completed service period, and is subject to Sections 10.2.4 and 10.2.5.

The maximum early termination charge shall not exceed three thousand nine hundred dollars ($3,900.00) per participating resident, corresponding to six remaining full monthly service periods; it may be lower under the actual remaining term and the credits in Section 10.2.5.

The parties acknowledge that premature termination may result in reasonable transition and closeout expenses, allocated administrative capacity costs, and anticipated net loss from disrupted scheduled services. The $650.00 monthly estimate must have a reasonable relationship to losses anticipated when the parties enter into this Agreement, and is not intended to duplicate the package compensation already paid or legally retained for the same future services.

The parties intend this charge to represent a reasonable advance estimate of loss rather than a punishment or forfeiture. It shall not apply merely because Operator independently submits one or more claims while maintaining the six-month engagement, and shall not override mandatory refunds or credits under Section 9.

RCCS shall invoice the applicable charge, which shall become due fifteen (15) calendar days after issuance.

10.2.4 Exceptions to Early Termination Charges

No early termination charge shall apply when:

• RCCS materially breaches its contractual obligations and fails to correct the breach within ten (10) business days after written notice.

• A participating resident dies.

• A participating resident permanently loses eligibility for the contracted reimbursable services through circumstances not caused by Operator's misconduct.

• RCCS and Operator mutually agree in writing to terminate the engagement without a charge.

A resident's temporary hospitalization shall not, by itself, terminate the six-month engagement.

10.2.5 Outstanding Fees and Reconciliation

Early termination shall not extinguish payment obligations properly earned before termination.

Any enforceable early termination charge is separate from fees properly earned for completed services. To prevent double recovery, RCCS shall credit against the early termination charge amounts it receives or retains to compensate the same anticipated losses or the same future services that RCCS will no longer perform. RCCS shall provide a reasonable itemized explanation of this credit with the termination invoice and shall not recover twice for the same loss.

All applicable reimbursement reconciliation and refund obligations under Section 9 shall remain enforceable.

An early termination charge shall not be used to avoid or reduce a refund otherwise owed under Section 9, except through a separate written agreement between the parties.

10.2.6 No Automatic Renewal

The six-month exclusive engagement shall expire upon completion of the contractual service period without automatic renewal.

Any extension of RCCS billing services beyond the six-month period shall require a separate written agreement between RCCS and Operator.

11.1 Identified Original Agreement; No General Cancellation

The parties identify the Marketing & Resident Referral Agreement between Rosenthal Adult & Senior Care Connections (RASCC) and Charming Residence Care effective October 10, 2026, Record ID RASCC-FAC-20261010-20565D8B (the 'Original RASCC Agreement'), for Charming Residence Care, 772 S. Acacia Avenue, Unit 1, Rialto, California 92376.

This Section 11 makes a limited written amendment and partial release relating only to residents who were not originated or first introduced by RASCC, as defined below. The Original RASCC Agreement is NOT canceled, rescinded, terminated, or superseded in its entirety.

11.2 Resident-Source Definitions and Verification

A 'Direct RASCC Referral' is a resident first introduced to Operator in verifiable, dated written communication by RASCC, where the resident was not already an active, documented lead of Operator, consistent with the Original RASCC Agreement's definition and referral-verification rules.

A 'Non-RASCC-Originated Resident' is a resident first sourced, identified, or introduced to Operator independently of RASCC, including by Operator, facility staff, a hospital, social worker, discharge planner, case manager, family, resident, or another source. Subsequent assistance, paperwork, care navigation, authorization coordination, or billing services by RASCC, RCCS, or their personnel does not convert such a resident into a Direct RASCC Referral.

The resident's source shall be determined from the earliest reliable contemporaneous written records, including referral messages, referral logs, intake records, and other objectively dated communications. If the source is disputed, the parties shall cooperate under the Original RASCC Agreement's referral-verification provisions; neither a RASCC referral fee nor an overlapping RCCS service fee may be imposed merely by relabeling the same work.

11.3 Partial Amendment; No RASCC Fee for Non-RASCC-Originated Residents

As to every Non-RASCC-Originated Resident, whether identified before or after execution of this Agreement, the parties amend the Original RASCC Agreement so that its Facility-Originated Supported Placement compensation pathway under Section 4.3, including related definitions, payment obligations, installment accruals, waivers, refunds, and examples in Sections 2 through 6 and related provisions, does not create any fee or other compensation payable to RASCC. No RASCC referral, marketing, placement, reimbursement-support, or facility-originated supported-placement fee shall be payable under the Original RASCC Agreement for such residents solely because assistance was requested or provided after the resident was independently sourced.

Provisions addressing Facility-Originated Supported Placements remain inapplicable to Non-RASCC-Originated Residents only to the extent necessary to implement this partial amendment. They shall not be used to reinstate or collect the excluded compensation under another label. Any future separately purchased services must be the subject of a new, independently agreed written contract and must be lawful under applicable payer rules.

11.4 Limited Release and Reconciliation of Prior Claims

RASCC expressly waives and releases any unpaid, invoiced or uninvoiced, accrued or unaccrued, known or disputed contractual fee or collection claim against Operator arising under the Original RASCC Agreement solely in connection with Non-RASCC-Originated Residents, including claims under its Section 4.3. RASCC shall not issue, pursue, collect, or assign such excluded fee claims. This is a transaction-specific release and does not release payment obligations for genuine Direct RASCC Referrals or unrelated contractual claims.

If RASCC has already received a fee for a Non-RASCC-Originated Resident under the Original RASCC Agreement, the parties shall reconcile that fee and return the amount to Operator within thirty (30) calendar days after confirming its source and payment, unless the parties agree in a separate signed writing to a lawful alternative resolution.

11.5 Preservation of Original RASCC Agreement

Except for the narrow subject expressly modified or released in Sections 11.3 and 11.4, every provision of the Original RASCC Agreement continues in full force and effect according to its terms, including valid Direct RASCC Referral rights and obligations, applicable referral fees and payment schedules, referral protection, marketing approval, confidentiality, resident protections, dispute provisions, term, termination, and renewal, subject in every instance to applicable law.

The parties expressly retain the Original RASCC Agreement's provisions governing Direct RASCC Referrals. Nothing in this RCCS Agreement converts RASCC-originated referral activity into RCCS billing activity or cancels compensation legitimately earned for such referrals.

11.6 Separate RCCS Billing Services; No Double Collection

RCCS may provide the independent administrative and billing services described in this Agreement for Non-RASCC-Originated Residents designated in separate written service authorizations accepted by RCCS, subject to appropriate authorization and applicable law. RCCS compensation shall be governed solely by this Billing Services Agreement and shall not be characterized as a referral fee under the Original RASCC Agreement.

RASCC shall not demand a fee under the Original RASCC Agreement for the same Non-RASCC-Originated Resident based on RCCS's engagement or performance. The parties shall not collect duplicate compensation for the same underlying service or reclassify reimbursement administration as a resident referral. A resident's payer source, including IEHP, Kaiser Permanente, or CalAIM Community Supports, does not itself determine referral origination.

11.7 Limited Consent, Effectiveness, and Priority

RCCS, RASCC, and Operator consent to this partial amendment and limited release. RASCC joins this Billing Services Agreement only to execute and be bound by Section 11 and provisions necessary to implement it; it is not otherwise a party to the RCCS billing engagement.

This Section 11 becomes effective only after all three parties execute this Agreement through authorized representatives. If any provision of the Original RASCC Agreement conflicts with this Section 11 regarding Non-RASCC-Originated Residents, this Section 11 controls only to that limited extent. In all other respects, the Original RASCC Agreement remains unchanged and enforceable to the extent permitted by law. No other existing agreement is terminated or released by this Section.

California law governs this Agreement.

Any amendment must be documented in writing and signed by authorized representatives of the affected parties.

Electronic signatures and counterparts are permitted to the extent authorized by applicable law.

If any provision is unenforceable, the remaining lawful provisions shall remain effective to the extent consistent with the parties' contractual intent.

This Agreement constitutes the complete understanding between RCCS and Operator regarding the billing services described herein. RASCC joins solely for the limited amendment and partial release in Section 11. No broad termination, cancellation, or supersession of the October 10, 2026 RASCC agreement is intended.