Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Transition Services Agreement, including all Schedules and Exhibits attached hereto and incorporated herein by reference, as may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Closing Date" has the meaning set forth in the

Section 1.2 — Interpretation. (a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," "Schedules," and "Exhibits" are to articles, sections, schedules, and exhibits of and to this Agreement. (b) The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE 2 — APPOINTMENT AND ENGAGEMENT

Section 2.1 — Engagement of Service Provider. Subject to the terms and conditions of this Agreement, Service Recipient hereby engages Service Provider, and Service Provider hereby accepts such engagement and agrees, to provide the Transition Services to Service Recipient commencing on the Closing Date and continuing for the applicable Service Period for each Transition Service. Service Provider shall devote such time

Section 2.2 — Independent Contractor Status. Service Provider shall perform the Transition Services as an independent contractor and not as an employee, agent, partner, or joint venturer of Service Recipient. Nothing in this Agreement shall be construed to create an employer-employee relationship, a partnership, a joint venture, or an agency relationship between the Parties. Service Provider shall have sole control o

Section 2.3 — Non-Exclusivity. This Agreement is non-exclusive. Service Recipient may, at any time during the term of this Agreement, engage third-party service providers to perform services that are the same as or similar to the Transition Services, and Service Provider shall reasonably cooperate with any such third-party providers as reasonably requested by Service Recipient. Service Provider's obligation to perfor

Section 2.4 — Service Coordinators. (a) Service Provider hereby designates Gretchen Unger, Chief Operating Officer of Lakewood Regional Health Partners, LLC, as its Service Coordinator. Service Recipient hereby designates Patricia Hsu, Chief Financial Officer of Crestline Packaging Solutions LLC, as its Service Coordinator. (b) Each Party may change its designated Service Coordinator upon not less than five (5) busin

ARTICLE 3 — TRANSITION SERVICES

Section 3.1 — General Description. Service Provider shall provide to Service Recipient the categories of Transition Services described in Sections 3.2 through 3.5 of this Article 3 and as more particularly described on Schedule A, in each case at a level of quality, timeliness, and care that is substantially consistent with the manner in which such services were provided by Service Provider in the operation of the Ac

Section 3.2 — Revenue Cycle Management and Billing Services. Service Provider shall provide the following revenue cycle management and billing services to Service Recipient during the applicable Service Period: (a) Claims Submission and Processing. Continued claims submission, coding support, charge capture review, and electronic and paper claims processing for professional and facility services rendered at the eleve

Section 3.3 — Information Technology Migration Services. Service Provider shall provide the following information technology migration services to Service Recipient during the applicable Service Period: (a) EHR Migration Support. Support for the migration from the Clearpath Health Systems, Inc. electronic health records platform (License Agreement No. CP-ENT-2022-0487; current annual license fee: $840,000; license te

Section 3.4 — Credentialing Services. Service Provider shall provide the following credentialing services to Service Recipient during the applicable Service Period: (a) Provider Re-Credentialing. Assistance with the re-credentialing of thirty-eight (38) physicians and twenty-four (24) nurse practitioners and physician assistants with all governmental and commercial payors, including preparation and submission of cred

Section 3.5 — Administrative and General Support Services. Service Provider shall provide the following administrative and general support services to Service Recipient during the applicable Service Period: (a) Human Resources Transition Support. Human resources transition support, including transfer of employee personnel records and files for approximately four hundred ten (410) full-time equivalent employees, coord

Section 3.6 — Excluded Services. Notwithstanding anything to the contrary in this Agreement, Service Provider shall not be required to: (a) provide any service that would violate any applicable Law, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), the federal Anti-Kickback Statut

Section 3.7 — Standard of Care. Service Provider shall perform each Transition Service: (a) in good faith; (b) with the same degree of care, skill, and diligence as Service Provider applied when performing such services for its own account in the operation of the Acquired Business prior to the Closing Date, but in no event less than the degree of care and diligence that a reasonably prudent person would exercise unde

Section 3.8 — Third-Party Consents. (a) Service Provider shall use commercially reasonable efforts to obtain, at the earliest practicable date, any Third-Party Consents that are necessary or advisable for Service Provider to provide the Transition Services or for Service Recipient to receive the benefit thereof. Service Provider shall promptly notify Service Recipient of any Third-Party Consent that Service Provider

ARTICLE 4 — TERM AND TERMINATION

Section 4.1 — Term. This Agreement shall become effective as of the Closing Date and shall continue in full force and effect until the earlier of: (a) the date on which all Transition Services have expired or been terminated in accordance with this Article 4; or (b) the date that is one hundred eighty (180) calendar days after the Closing Date (the "Outside Date," estimated to be February 11, 2026, assuming a Closing

Section 4.2 — Extension of Individual Services. (a) Service Recipient may request an extension of the Service Period for any individual Transition Service for up to two (2) additional periods of thirty (30) calendar days each (for a maximum total extension of sixty (60) calendar days beyond the applicable Initial Service Period, but in no event beyond two hundred forty (240) calendar days following the Closing Date)

Section 4.3 — Early Termination by Service Recipient. Service Recipient may terminate any individual Transition Service, in whole (but not in part, unless otherwise agreed in writing by Service Provider), at any time upon not less than thirty (30) calendar days' prior written notice to Service Provider. Upon such termination, Service Recipient shall pay all accrued and unpaid Service Fees for the terminated Transitio

Section 4.4 — Termination for Cause. Either Party may terminate this Agreement in its entirety, or any individual Transition Service, immediately upon written notice to the other Party if the other Party: (a) materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) calendar days after receipt of written notice from the non-breaching Party specifying the breach in reasonabl

Section 4.5 — Termination upon Purchase Agreement Termination. This Agreement shall automatically and immediately terminate, without any action by either Party and without liability to either Party (other than obligations accrued prior to such termination), if the Purchase Agreement is terminated in accordance with its terms prior to the Closing.

Section 4.6 — Effect of Termination. Upon the expiration or termination of any Transition Service (whether by expiration of the applicable Service Period, early termination, termination for cause, or delivery of a Migration Completion Certificate): (a) Service Provider shall reasonably cooperate with Service Recipient to effect an orderly wind-down and transition of the affected Transition Service, including knowledg

Section 4.7 — Migration Completion. For each Transition Service, upon Service Recipient's reasonable determination that it has successfully assumed responsibility for such Transition Service and no longer requires Service Provider's performance thereof, Service Recipient shall deliver a Migration Completion Certificate to Service Provider. The delivery of a Migration Completion Certificate shall constitute the termin

Section 5.1 — Service Fees. All Transition Services shall be provided at Service Provider's actual cost, without markup (except as provided in Section 4.2 with respect to Extension Fees), as calculated in accordance with the cost methodology set forth on Schedule B. For purposes of this Agreement, "actual cost" shall include: (a) allocated salary and benefits costs of Service Provider Personnel devoted to the Transit

Section 5.2 — Estimated Monthly Fees. Schedule B sets forth the estimated Monthly Service Fee for each category of Transition Service, based on anticipated resource utilization levels. The Parties acknowledge that the estimated Monthly Service Fees are good-faith estimates only and that actual fees may vary based on actual utilization, the complexity of issues encountered, and other factors. Deviations from estimated

Section 5.3 — Invoicing. Service Provider shall deliver to Service Recipient an itemized invoice within fifteen (15) calendar days after the end of each calendar month (or partial calendar month) during the term of this Agreement. Each invoice shall set forth in reasonable detail: (a) a description of the Transition Services provided during the applicable period, organized by Service category; (b) the Service Provide

Section 5.4 — Payment Terms. Service Recipient shall pay each undisputed invoice (or undisputed portion thereof) within thirty (30) calendar days of receipt of such invoice, by wire transfer of immediately available funds to the bank account designated by Service Provider on Schedule B (or such other account as Service Provider may designate from time to time by written notice). Any undisputed amounts not paid when d

Section 5.5 — Invoice Disputes. Service Recipient may dispute any invoice or any portion of an invoice in good faith by delivering written notice to Service Provider within fifteen (15) calendar days of receipt of such invoice, specifying in reasonable detail the nature and amount of the dispute and the basis therefor. Undisputed portions of any disputed invoice shall be paid in accordance with Section 5.4 when due.

Section 5.6 — Taxes. (a) Service Recipient shall be responsible for, and shall pay or reimburse Service Provider for, all sales, use, value-added, goods and services, and similar transactional taxes imposed on or with respect to the Transition Services or the fees payable therefor, regardless of which Party is legally obligated to remit such taxes to the applicable taxing authority. (b) Service Provider shall be sole

Section 5.7 — Records and Audit Rights. (a) Service Provider shall maintain complete and accurate books, records, and supporting documentation for all amounts invoiced under this Agreement, in accordance with generally accepted accounting principles and Service Provider's customary record-keeping practices, for a period of three (3) years following the date of the applicable invoice. (b) Upon reasonable prior written

ARTICLE 6 — SERVICE LEVELS AND REMEDIES

Section 6.1 — Service Levels. Service Provider shall perform each Transition Service in accordance with the Service Levels set forth on Schedule C attached hereto. The Service Levels are intended to reflect performance that is materially consistent with the historical operations of the Acquired Business during the twelve (12) months preceding the Closing Date, and are not intended to impose standards that exceed thos

Section 6.2 — Service Level Reporting. Service Provider shall include in each monthly status report delivered pursuant to Section 2.4(d), and concurrently with each monthly invoice delivered pursuant to Section 5.3, a summary of Service Provider's performance against the applicable Service Levels for each Transition Service during the preceding calendar month. Such summary shall include sufficient detail to enable Se

Section 6.3 — Service Level Failures. If Service Provider fails to meet a Service Level for any Transition Service in any calendar month: (a) Prompt Notification. Service Provider shall promptly notify Service Recipient of the failure and its root cause, to the extent then known, and shall provide a preliminary assessment of the anticipated duration and impact of such failure. (b) Remediation Plan. Service Provider s

Section 6.4 — Sole Remedies for Service Level Failures. The remedies set forth in Section 6.3 shall constitute Service Recipient's sole and exclusive remedies for Service Level failures. Notwithstanding the foregoing, nothing in this Section 6.4 shall limit or impair (a) Service Recipient's rights under Article 9 (Indemnification) for Losses arising from Service Provider's gross negligence, willful misconduct, or bre

Section 7.1 — Service Provider Personnel. (a) Service Provider shall assign qualified personnel to perform the Transition Services who possess the skills, experience, and professional qualifications necessary to perform the applicable Transition Services in accordance with the standards and Service Levels set forth in this Agreement. (b) The key Service Provider Personnel for each category of Transition Services are

Section 7.2 — No Hiring Restriction. Nothing in this Agreement shall restrict Service Recipient from making offers of employment to, or hiring, any employee of Service Provider, whether or not such employee is a member of Service Provider Personnel, upon the expiration or termination of the applicable Transition Service or this Agreement, subject in all cases to the terms of the Purchase Agreement and any applicable

Section 7.3 — Service Recipient Cooperation. (a) Service Recipient acknowledges that the timely and effective performance of the Transition Services requires the active cooperation of Service Recipient. Service Recipient shall provide Service Provider Personnel with reasonable access to Service Recipient's facilities, systems, data, personnel, and other resources as are reasonably necessary for the proper performance

ARTICLE 8 — CONFIDENTIALITY AND DATA PROTECTION

Section 8.1 — Confidential Information. Each Party acknowledges that, in connection with the performance and receipt of the Transition Services, it may receive, have access to, or otherwise become aware of Confidential Information of the other Party. As used in this Agreement, "Confidential Information" has the meaning ascribed to such term in the Purchase Agreement, and additionally includes: (a) patient health info

Section 8.2 — Use Restrictions. The receiving Party shall: (a) use the disclosing Party's Confidential Information solely for the purpose of performing or receiving the Transition Services, as applicable, and for no other purpose; (b) not disclose the disclosing Party's Confidential Information to any third party, except (i) to the receiving Party's officers, directors, employees, agents, professional advisors, and c

Section 8.3 — HIPAA Compliance. The Parties acknowledge that the performance of the Transition Services may involve access to, creation of, use of, or disclosure of Protected Health Information ("PHI") as defined under HIPAA (45 C.F.R. Parts 160 and 164). In connection with the foregoing: (a) The Parties shall enter into a Business Associate Agreement, substantially in the form attached hereto as Schedule E (the "BAA

Section 8.4 — Data Security. Service Provider shall maintain administrative, technical, and physical safeguards for the protection of Confidential Information and PHI that are: (a) no less rigorous than those maintained by Service Provider as of the Closing Date; (b) in compliance with all applicable Law, including the HIPAA Security Rule (45 C.F.R. Part 164, Subpart C); and (c) consistent with industry best practice

Section 8.5 — Security Incidents. Service Provider shall notify Service Recipient within twenty-four (24) hours of discovering any Security Incident (as defined under the HIPAA Security Rule, 45 C.F.R. § 164.304) or breach of unsecured PHI (as defined under the HIPAA Breach Notification Rule, 45 C.F.R. § 164.402) involving data accessed, created, maintained, or transmitted in connection with the Transition Services.

Section 8.6 — Return and Destruction. (a) Upon expiration or termination of each Transition Service, and upon Service Recipient's written request, Service Provider shall, at Service Recipient's election, either (i) return to Service Recipient all Confidential Information and PHI of Service Recipient in Service Provider's possession or control relating to such Transition Service, in a format reasonably specified by Se

Section 9.1 — Indemnification by Service Provider. Subject to the limitations set forth in Section 9.3, Service Provider shall indemnify, defend, and hold harmless Service Recipient and its Affiliates (including CPS Holdings, Inc. and Pinnacle River Capital Partners, LP), and their respective officers, directors, members, managers, employees, agents, successors, and permitted assigns (collectively, the "Service Recip