SERVICE AGREEMENT/STATEMENT OF WORK

THIS AGREEMENT (“Agreement”) is made this 27^th day of August 2026 by and between BBM America, LLC, d/b/a CX Orlando, a Florida limited liability corporation whose principal place of business is 650 North Alafaya Trail, Suite 101, #780334, Orlando, Florida 32828-9997, (hereinafter referred to as the “Company”) and Alphaeon Credit, Inc. whose principal place of business is 4040 MacArthur Blvd, Ste 260, Newport Beach, CA 92660 (hereinafter referred to as the “Client”).

1. This Agreement shall be for a three-month period, beginning on or about September 1, 2026, and shall be in effect through that three-month period scheduled to end on or about November 30, 2026 (the “Contract Period”). This Agreement is will not automatically renew. Both parties are responsible for fulling all obligations described herein throughout the end of any Contract Period.
2. Scope of Client Services. The Company shall utilize best efforts to broker the Client Services to the Client-designated financing providers under the terms described in this Agreement and the Statement of Work which follows and is incorporated as a part of this Agreement. The Client warrants that it has fully disclosed the details to the Company of the parameters of the Client Services, which have been reviewed by the Company and accepted in exchange for the specific rate charged as Service Fees, and that if the Company faithfully performs the Client Services based on the details as have been provided at the time by the Client, the evaluation shall be considered complete, a fee shall be due the Company by the Client, and any new evaluation of the same Location under newly disclosed details or criteria by the Client shall be at the Client’s sole expense. If the parameters of the evaluation change in scope from what is contained in this Agreement, the Company shall have the option to propose adjusted Service Fees to compensate for the new parameters or to terminate this Service Agreement without further liability. The parameters are as follows:
   1. One-time financing provider market analysis of the Client's designated businesses: Sunbit, Cherry, CareCredit, and Alphaeon.
   2. Evaluators shall pose as typical prospective patients and shall not reveal the purpose of their application to any provider or its representatives. Evaluators shall discreetly document their experience completing each provider's prequalification process, including but not limited to application accessibility, ease of use, required inputs, processing or response time, offer or decline outcome, credit limit or financing amount presented, stated terms, and overall application experience.
   3. The Client will be invoiced for the cost of application fees required to obtain study information, if any. If there are no application fees with the financing providers, no additional expenses will be reimbursed.
   4. The Client will assist with the creation of the evaluation protocol by providing preferred application inputs (income range, requested financing amount, provider or practice location, financing purpose) and standardized study parameters.
   5. Uploads will include screenshots of the offer or decline result received from each provider, evidencing approval status, credit limit or financing amount, and stated terms. Evaluators are encouraged to upload additional screenshots documenting any anomalies encountered during the process.
   6. After a consultation with the Client’s designated point of contact, the Company shall provide the Client with a customized assessment form, and the parties shall mutually agree on changes to the form, if any, before the evaluations begin.
   7. All evaluations will go through the Company’s two-stage quality control checking process. Evaluation reports shall be made available to the Client within five (5) business days of the completed and verified evaluations.
   8. These evaluations are being conducted explicitly for discovery purposes only. The Company utilizes independent contractors to conduct these evaluations. No employer-employee relationship exists between the independent contractor shoppers and the Company.
   9. The rate for the Client Services is as follows:
      1. Patient Financing Approval Comparison Study (up to 100 participant evaluations across Sunbit, Cherry, CareCredit, and Alphaeon) = $24,350.00, fixed project fee.
         • 50% Project Deposit ($12,175) is due upon authorization.
         • 50% Final Payment ($12,175) is due upon completion of fieldwork.
   10. The minimum contract value (“MCV”) for this Agreement is $24,350.00.
3. Data Set-Up Delivery by Client. The Client shall provide all relevant information necessary for the Company to implement the Client Services in a timely, organized and thorough basis, free from known errors and extraneous information.
4. Initial Set-Up Fee. The Company shall not be under any obligation to initiate the Client Services or in any other way perform under this Agreement until it has received from the Client, and verified funding of, the initial Set-Up Fee (50% Project Deposit).
5. Evaluators. The Company, in its role of broker, shall solely select, hire and compensate a general pool of independent contractors to perform the Client Services required under this Agreement. The Company cannot compel the independent contractor evaluators’ appearance, in-person, in-writing, by phone or by any other means, at any subsequent event or obligation, voluntary or otherwise, nor their testimony regarding any validation of the data for any subsequent legal actions or court-related proceedings.
6. Schedule of Fees. The Service Fees are agreed to by the parties, the terms of which are specified in this Agreement. The Client shall pay all sales, use or other taxes payable under federal or state law arising out of the performance of this Agreement. Such taxes and/or fees shall be in addition to any other fees or sums due and payable to the Company hereunder. Reimbursements of Required Expenses (as outlined below), or third-party administrative fees arising out of the performance of this Agreement. Taxes and Reimbursements of Required Expenses shall be in addition to any other fees or sums due and payable to the Company hereunder. The Service Fees shall increase by five (5%) over the prior years’ Service Fees in subsequent renewal terms.
7. Reimbursement of Required Purchases. In addition to the Service Fees, the Client shall reimburse the Company for any and all purchases required by the Client to complete the evaluations subject to the Client Services (“Reimbursements of Required Expenses”), such as are detailed in this Agreement, if any).
8. Payment. Payment for completed Client Services is due on the fifth (5^th) day of the month following the month in which the Client Services were rendered. All outstanding balances remaining unpaid thirty (30) days after the due date will be subject to a late fee of thirty-five ($35) dollars, as well as interest on the unpaid balance at the rate of one percent (1%) per month, or the greatest amount allowed to be charged by law, whichever is greater, starting from the due date and continuing until paid in full and the Company reserves the right to suspend this Agreement, including any obligations to perform the Client Services and any other duties or obligations set forth within, for any period of time in which the Client’s outstanding balance due the Company is thirty (30) days or more in arrears. In the event that the Client allows its account with the Company to go sixty (60) days in arrears or more, Company can require the Client to pre-pay the Service Fees for the remainder of the Term of this Agreement prior to Company performing additional Client Services, and the Term of this Agreement will be suspended until such point as the Client is in compliance, or this Agreement is terminated by the Company as a Client breach of contract, at the Company’s sole option.
9. Changes in Scope of Work. The Client may make changes to the structure of the Client Services and its related questionnaires. Prior to implementing the changes, the Company will provide a written estimate of the charges for implementing the proposed changes and any impact on the Service Fees or Reimbursement of Required Fees going forward if the changes are implemented. If the Client agrees to the charges, the parties will execute an amendment to this document outlining at minimum the changes, the agreed upon timeline for implementation, the charges for such changes and any revised pricing on the Service Fees or Reimbursement of Required Fees.
10. Early Termination. The Client recognizes and acknowledges that the price(s) for the Service(s) quoted in this Agreement are substantially, significantly and materially based on the total volume of work to be provided by the Company based on the Client’s representations, that the Company has completely relied on the accuracy of this volume commitment from the Client in developing its pricing of the Service Fees, and that if the Client were to have committed to less volume, the Service Fees would be significantly higher than the rates included herein which have been discounted to account for the total revenue expected to be generated to the Company based on the Client’s representations. Client also hereby recognizes and acknowledges that the Company must invest significant resources to create a custom evaluation and testing/evaluation infra-structure to provide the Client Services under this Agreement. The Company has materially relied upon these Client’s representations in estimating the overall unique investment to be made by the Company in order to deliver the Client Services at the pricing detailed within this Agreement.  In the event that the Company is not in breach of this Agreement, but the Client nonetheless terminates, or is declared in breach by the Company, of this Agreement, or any portion thereof, prior to the end of the current Term, the Company will be immediately due the balance of MCV, in addition to any and all outstanding balances owed, including Service Fees or Reimbursement of Required Fees, as well as other damages and remedies available to the Company through this Agreement and at law.
11. Confidentiality. Neither party shall disclose confidential information, including the research forms or methodology specifically utilized by the Company to deliver the Client Services, expressly identified by the other party as such to anyone outside of their own business operations, agents or counsel, except as required by subpoena, notice of deposition or other discovery request or otherwise required by law or order of a court or regulatory agency. If any legal proceedings including, but not limited to, any subpoenas, notices of deposition or other discovery requests are instituted against a party to this Agreement to obtain confidential information, such party shall immediately notify the other party in writing with respect thereto.
12. Independent Contractor Status. The Company and the evaluators it brokers to perform the Client Services have no relationship to Client in any capacity other than solely as an independent contractor to Client in connection with collecting and submitting the data required for the Company to deliver the Client Services to the Client under this Agreement. No employer-employee relationship exists between the independent contractor evaluators and the Company or the Client. Nothing in this Agreement is intended to create, nor shall be construed as creating, an employer-employee relationship or any partnership, agency, joint venture, franchise or similar relationship. The parties acknowledge that they shall have no right or authority to make any contract, agreement or warranty for, or on behalf of, or to otherwise bind or commit, the other party, its owners, shareholders, officers, directors, partners, partnerships, affiliates, subsidiaries, divisions or employees. These evaluations are being conducted explicitly for discovery purposes only.
13. Client Indemnification. The Client will indemnify, defend and hold harmless the Company, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees), arising from the Client’s breach of any of the Client’s obligations within this Agreement. The Client’s obligation for indemnification will be predicated upon (a) the Company providing the Client with reasonably prompt written notice upon becoming aware of any such claim; (b) if requested by the Client, and at the Client’s reasonable expense, the Company reasonably cooperating with the defense of such claim; and (c) the Company allowing the Client sole and exclusive control over the defense and settlement of any such claim.
14. Company Indemnification. The Company will indemnify, defend and hold harmless the Client, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees), arising from the Company’s breach of any of Company’s obligations within this Agreement. Company’s obligation for indemnification will be predicated upon (a) the Client providing the Company with reasonably prompt written notice upon becoming aware of any such claim; (b) if requested by the Company, and at the Company’s reasonable expense, the Client reasonably cooperating with the defense of such claim; and (c) the Client allowing the Company sole and exclusive control over the defense and settlement of any such claim.
15. Company Warranties. The Company warrants only the express statements made in this Agreement; and that the Client Services shall be performed in compliance with applicable federal, state and local laws and regulations and using standards of industry-accepted practices and procedures. The Company makes no other presentation, guarantee or warranty of any kind, express or implied, including without limitation, warranties as to fitness for a particular purpose or merchantability.
16. Force Majeure. In no event will either party have responsibility or liability to the other for any failure or delay in performance which results, directly or indirectly, in whole or in part, from any cause or circumstance beyond its control. Such causes and circumstances include, but are not limited to: pandemics or substantial health crisis, fires; floods; strikes; riots; sabotage; explosion; adverse weather conditions; unavoidable casualties; unavailability of labor; materials; transportation or services; acts of God or of the public enemy; acts of the other party; and court orders, acts, orders or regulations of any governmental agency or loss of permits which are not based upon the actions or responsibilities of either party. Work stoppage or interruption in the performance of the Company’s obligations under this Agreement caused by any of the above may result in additional costs beyond those outlined by the Company in this Agreement, which shall entitle the Company to a reasonable adjustment in the charges and fees for Client Services.
17. Termination for Breach. The Company, at its sole option, may terminate this Agreement, without prejudice to any remedies which might otherwise be used for arrears of payments or legal proceedings for breach of this Agreement, and without further obligation or liability to the Client:
    1. if any payment to the Company shall be in arrears for a period of sixty (60) days after written notice to the Client, unless reasonable objection or request for additional information is made by the Client within fifteen (15) days of receipt of such notice; or
    2. if the Client shall fail, or neglect, to provide to the Company information that is necessary in order for the Company to timely perform the Client Services as described under this Agreement, or otherwise frustrate the process by which the Company may meet its obligations to the Client as is outlined herein.
18. Venue and Jurisdiction. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida without regard to conflict of laws principles. Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Agreement or arising out of any matter pertaining to this Agreement shall be heard in either the State or Federal courts located in, or having jurisdiction in and for, Seminole County, Florida. The parties consent and submit to the jurisdiction of any such court and agree to accept service of process outside the State of Florida in any matter to be submitted to any such court pursuant hereto.
19. Legal Fees. In the event any lawsuit, mediation or arbitration arising out of this Agreement is brought by one party against the other party, the prevailing party in such lawsuit, mediation, arbitration shall be entitled to collect its reasonable attorney’s fees and court costs from the non-prevailing party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

Signed, Sealed, and Delivered in the Presence of: