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DECLARATION OF SHIRLEY MA IN SUPPORT OF DEFENDANTS COMPREHENSIVE CARE OF OAKLAND, LP AND 

COMPREHENSIVE CARE OF CALIFORNIA, LLC OPPOSITION TO PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

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Yosef Peretz (SBN 209288)

yperetz@peretzlaw.com

Sumy Kim (SBN 290082)

skim@peretzlaw.com 

PERETZ & ASSOCIATES

22 Battery Street, Suite 200

San Francisco, CA 94111

Telephone: 415.732.3777

Facsimile: 415.732.3791

Attorneys for Defendants COMPREHENSIVE CARE OF OAKLAND, L.P.

And COMPREHENSIVE CARE OF CALIFORNIA, LLC

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

SECURITIES AND EXCHANGE 

COMMISSION, 

Plaintiff,

Plaintiff,

vs.

SAN FRANCISCO REGIONAL CENTER, 

LLC; THOMAS HENDERSON; 

CALIFORNIA GOLD MEDAL, L.P.; 

CALLSOCKET, L.P.; CALLSOCKET II, 

L.P.; CALLSOCKET III, L.P.; 

COMPREHENSIVE CARE OF 

OAKLAND, L.P.; NA3PL, L.P.; WEST 

OAKLAND PLAZA, L.P.; 

CALLSOCKET, LLC; CALLSOCKET II, 

LLC; CALLSOCKET III, LLC; 

COMPREHENSIVE CARE OF 

CALIFORNIA, LLC; IMMEDIA, LLC; 

and NORTH AMERICA 3PL, LLC.

 Defendants.

CALLSOCKET HOLDING COMPANY, 

LLC; CALLSOCKET III HOLDING 

COMPANY, LLC; CENTRAL 

CALIFORNIA FARMS, LLC; 

BERKELEY HEALTH CARE 

DYNAMICS, LLC; and JL GATEWAY, 

LLC.

Relief Defendants. Defendants.

Civil Case No. 3:17-cv-00223-RS

DECLARATION OF SHIRLEY MA IN 

SUPPORT OF DEFENDANTS

COMPREHENSIVE CARE OF 

OAKLAND, LP AND 

COMPREHENSIVE CARE OF 

CALIFORNIA, LLC OPPOSITION TO 

PLAINTIFF’S MOTION FOR 

PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

Date: March 2, 2017

Time: 1:30 p.m.

Courtroom.: 3 - 17th Floor

Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 1 of 107
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DECLARATION OF SHIRLEY MA IN SUPPORT OF DEFENDANTS COMPREHENSIVE CARE OF OAKLAND, LP AND 

COMPREHENSIVE CARE OF CALIFORNIA, LLC OPPOSITION TO PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

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I, Shirley Ma, declare:

1. I am the sole member of Defendants COMPREHENSIVE CARE OF CALIFORNIA, LLC 

(“CCOC”), who is a party in this action. CCOC is the general partner to Defendants 

COMPREHENSIVE CARE OF OAKLAND, LP (“CCOO”) (collectively, “Defendants”), who is 

a party in this action. 

2. If called as witness in this matter I would and could competently testify.

3. This declaration is submitted in support of Defendants’ Opposition to Plaintiff 

SECURITIES AND EXCHANGE COMMISSION (“SEC”)’s Motion for Preliminary Injunction 

and Appointment of Receiver. 

4. In the fall of 2009, Defendant THOMAS HENDERSON (“Henderson”) approached me 

and told me that he had an idea with a potential to access a large number of investors who were 

interested in the EB-5 Immigrant Investor Program. However, he did not have a business plan 

that would meet the job creation criteria under that program.

5. I had no knowledge or relationship to Henderson before I was introduced to him during 

that fall of 2009. 

6. I also had no knowledge nor experience with an EB-5 Immigrant Investor Program at that 

time, but I had over 25 year of experience in the nursing home industry and had been employed as 

the administrator of a large nursing facility in Alameda for 21 years. 

7. I believe through my successful career in nursing homes I acquired the skills, knowledge 

and expertise to develop and operate a unit for patients in need of subacute care that was part of 

the nursing home facility I was operating in Alameda.

8. I was interested in advancing my career in the nursing homes and it was my dream job to 

own my own facility. As such, I agreed to develop a business plan whereby I agreed to use the 

EB-5 immigrant investor program to purchase an existing nursing home facility in the East Bay 

and use my skills to upgrade the facility, grow the business and create jobs. 

9. In fact, I realized that EB-5 Immigrant Investor Program fit well with my plans as I 

wanted to form a new subacute care unit in a pre-existing nursing home, which in turn, I believed 

would create many new jobs because the operation of such a unit is very labor intensive.

10. After hearing Henderson’s proposal and thinking through my business plan, I agreed to be 

equal partners in the business with the understanding that each one of us would have a different 

set of responsibilities based on our skill-set and expertise. 

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DECLARATION OF SHIRLEY MA IN SUPPORT OF DEFENDANTS COMPREHENSIVE CARE OF OAKLAND, LP AND 

COMPREHENSIVE CARE OF CALIFORNIA, LLC OPPOSITION TO PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

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11. We agreed that I would operate, develop, grow and manage the day-to-day operations of 

the nursing facility, while Henderson would handle the corporate formation, deal with the 

attorneys and federal government about the EB-5 Immigrant Investor Program, prepare and sign

the offering materials that would be provided to the investors, and manage the funds obtained 

from the overseas investors. 

12. On September 10, 2010, Henderson formed CCOC as a limited liability company, and 

Henderson and I was to each be provided 50% ownership of CCOC. 

13. I took my 50% membership interest in CCOC in my own name, but Henderson insisted 

that his ownership interest in CCOC be placed under a separate entity rather than in his name 

personally, which he would end up calling SFRC.

14. Henderson then informed me that he would form a partnership between CCOC and the 

foreign EB-5 investors called CCOO. Henderson explained to me that CCOC would be named as 

the general partner of CCOO and that the EB-5 program investors would be considered limited 

partners in CCOO.

15. By September 14, 2010, Henderson formed SFRC and CCOO. 

16. On October 1, 2010, SFRC and I entered into an Operating Agreement to operate CCOC. 

A true and correct copy of the Operating Agreement is attached hereto as Exhibit “1”.

17. I believe CCOO was Henderson’s first business that used the EB-5 Immigrant Investor 

Program. 

18. Early on at the onset of the partnership, Henderson informed me that he would try to 

solicit twenty (20) EB-5 investors for the nursing home business. 

19. Henderson also advised me that each investor will provide $500,000 in funds for the 

business, but that there would be various fees and expenses payable to SFRC, such as marketing 

and operating expenses to identify and solicit the investors as well as agency fees to the 

individuals who would find them. However, it was never clarified to me as to how much of the 

$500,000 would ultimately be provided to the business.

20. As agreed by the parties, Henderson was fully responsible to bringing and managing the 

EB-5 investors’ monies, and for that purpose he along with the Henderson Defendants opened and 

maintained bank accounts for those investment funds. 

21. Throughout the entire time the Henderson Defendants managed the EB-5 investors’ 

monies for CCOO, neither me nor any other person at CCOO or CCOC except for Henderson had 

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DECLARATION OF SHIRLEY MA IN SUPPORT OF DEFENDANTS COMPREHENSIVE CARE OF OAKLAND, LP AND 

COMPREHENSIVE CARE OF CALIFORNIA, LLC OPPOSITION TO PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

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signatory authority, access or visibility of the funds that were provided by the EB-5 investors of 

CCOO. 

22. I never had access to the bank accounts in which EB-5 investors’ monies for CCOO were 

deposited, I had never even seen any bank statements for those accounts, and up until the end of 

2016 I had never seen any accounting records for those monies

23. Until very recently, it is my belief that Henderson was also the only person that had a 

relationship and the communications with the EB-5 investors of CCOO.

24. Through 2010 and 2011, Henderson indeed recruited twenty (20) EB-5 investors for 

CCOO and informed me about recruiting those investors. 

25. Upon securing the investment, each of these investors signed a Limited Partnership 

Agreement for CCOO (the “Partnership Agreement”) where CCOC was named as the “General 

Partner” of CCOO and the individual investors were designated as “Limited Partners”. A copy of 

an example of a Partnership Agreement is attached hereto as Exhibit “2”.

26. Initially, I had to use my own funds to operate the nursing facility because CCOO was the 

first EB-5 Immigrant Investor Program used by Henderson and the investors’ money was not yet 

available. 

27. Later, from November 2011 through most of 2013, Henderson would provide funds to me 

to operate the business which was in constant state of growth and frequently needed an infusion 

of funds.

28. At the end of 2013, I requested additional investment funds from Henderson given the 

rising costs of operations, recent construction and the large investment necessary for establishing 

a subacute-care unit at the facility. 

29. However, for the first time, Henderson told me that all of the EB-5 investment monies for 

CCOO were already given to CCOO and that he can no longer provide Defendants with any 

additional funds.

30. I took Henderson as his word and since I had no access to the investments funds, the bank 

accounts or the accounting for those monies, I no longer asked for funds to operate the business.

31. Because Henderson represented to me that there are no investors’ funds for CCOO, in 

January 29, 2014, CCOO took a $2,000,000 loan that I personally guaranteed in order to continue 

with growing the business and maintaining its operations. A true and correct copy of the relevant 

pages of the loan agreement is attached hereto as Exhibit “3”.

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DECLARATION OF SHIRLEY MA IN SUPPORT OF DEFENDANTS COMPREHENSIVE CARE OF OAKLAND, LP AND 

COMPREHENSIVE CARE OF CALIFORNIA, LLC OPPOSITION TO PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

- 5 -

32. While Henderson was exclusively responsible for the investment side of the nursing home 

business, I was the one fully responsible for operation and development of the actual business.

33. Henderson Defendants, and particularly Henderson, were never provided access nor 

signatory powers to Defendants financials or bank accounts and were never involved in the 

management or day-to-day operations of the facility. 

34. In or around early 2010, I took the first steps to bring the business plan into fruition by 

locating a nursing home formerly named Oakland Springs Care Center, which was renamed to 

Bay Area Health Care Center located in Oakland, California (“BAHCC”). The facility was in the 

process of decertification. 

35. BAHCC was a failing nursing home located in a dilapidated facility and was on the brink 

of losing its Skilled Nursing Facility (“SNF”) license issued by the Department of Health and 

Human Services of the State of California (“DHHS”). BAHCC was then rated 1-Star out of the 

5-Star ranking of the Quality Rating System of the Centers of Medicare & Medicaid Services of 

DHHS.

36. In order to purchase the facility, I had to go through a very rigorous application process 

with DHHS in order to ensure that the new potential licensee is equipped to run such a facility. 

37. Based on my impeccable record of over twenty-five years of experience in the healthcare 

industry and my twenty-one (21) year record as an administrator of large health care facility in 

Alameda, CA, the DHHS approved the application for change of ownership to CCOO as a 

licensee based on the declaration that I would be the operator. 

38. Due to the poor state of the facility, starting November 2011, I proceeded to make 

extensive renovations to the interior, including but not limited to, fixtures and equipment. The 

remodel included the purchase of high quality hospital beds to replace outdated hand-cranked 

beds, new centralized heating and cooling systems were installed, the electrical and mechanical 

systems were replaced and upgraded to be in compliance building codes and to be in compliance 

with the requirements for subacute units. Ventilation alarm system were installed and new 

equipment was purchased to accommodate subacute care necessities. The entire renovation of the 

facility was expensive, took nearly two years to complete and cost approximately $1.7 million. 

39. Upon starting the operation of BAHCC, I also discovered that many of the patients at the 

BAHHC facility were improperly placed there as it pertained to the level of care the patients 

needed. As such, I had the staff members evaluate each patient, transfer some of them to the 

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DECLARATION OF SHIRLEY MA IN SUPPORT OF DEFENDANTS COMPREHENSIVE CARE OF OAKLAND, LP AND 

COMPREHENSIVE CARE OF CALIFORNIA, LLC OPPOSITION TO PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

- 6 -

appropriate facility, so they could receive the appropriate type of care, retain the properly placed 

patients and admit new patients to fill the new vacancies. 

40. Needless to say, the Henderson Defendants had no involvement in any aspect of the 

upgrades made to the BAHCC facility at that time.

41. In November 2011, I also began implementing my plan to convert the BAHCC facility to 

a certified subacute care facility. The certification into DHHS’ subacute program would allow 

BAHCC to service more medically fragile patients and patients who require special services, such 

as inhalation therapy, tracheotomy care, intravenous tube feeding, and complex wound 

management care. The reason for my plan to make this conversion was based on the fact that 

there was no subacute care facility in Oakland and the higher level of care would provide greater 

potential of revenue for Defendants. Ultimately, the establishment of a certified subacute care 

unit at BAHCC was a two year process because of the need to follow through rigorous DHHS 

requirements. Through my efforts in obtaining quality staff, BAHCC became certified as a subacute care facility in November 2013. 

42. During the successful conversion process, I built a professional and capable team at 

BAHCC that has now reached 160-full time employees. The positions I created at BAHCC are 

long-term employment positions that are not expected to disappear once the EB-5 Immigrant 

Investor Program at BAHCC achieves its goals. Further, most of these full-time positions provide 

a career path for the employees to advance in the healthcare industry. 

43. BAHCC is currently the only subacute care facility in Oakland, and there continued be a 

large demand for licensed subacute beds. 

44. In addition, the quality of BAHCC as a subacute care facility is now well known in the 

industry as acute hospitals presently have the confidence to refer their high acuity patients for 

placements at that facility. 

45. Consequently, the number of subacute patients at BAHCC have grown to now constitute 

37 out of the 79 patients in BAHCC today.

46. BAHCC, which was on the brink of collapse 6 years ago, has now been revived into a 

thriving business that made $13,678,778 in revenue in 2016. From a once 1-Star institution, it is 

now rated a 5-Star facility with DHHS and with projections of continued growth in staff and 

revenue with plans to continue expanding the facility’s subacute bed capacity. The restructuring 

of BAHCC created not only a high-quality care facility, but improved the neighborhood, created 

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DECLARATION OF SHIRLEY MA IN SUPPORT OF DEFENDANTS COMPREHENSIVE CARE OF OAKLAND, LP AND 

COMPREHENSIVE CARE OF CALIFORNIA, LLC OPPOSITION TO PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

- 7 -

jobs, and created new opportunity for skilled nurses. This was all made possible through the EB5 Immigrant Investor Program, which provided me the opportunity to receive funding to 

implement a thoughtful business plan that could not have succeeded without my experience in the 

industry. 

47. BAHCC is also now paving a new road in the industry as it is in the process of 

implementing a new service to provide dialysis treatment for the subacute patients. This will be 

the first of its kind in Northern California; and it will serve to provide care for patients who would 

otherwise be required to remain in acute hospital, save cost for Medicare and MediCal and create 

higher paying job in the skilled nursing arena. 

48. At the end of 2011, Henderson informed me that he was purchasing the Tribune Building 

in Oakland. When I asked if the purchase of the Tribune Building was an EB-5 project, 

Henderson claimed it was a personal investment which he was purchasing through a private 

lender.

49. In or around end of 2014 or early 2015, I found out that Henderson Defendants recruited 

an additional 4 investors to my business plan, increasing CCOO’s Limited Partners to 24 

investors. Henderson did not inform me of this addition. However it is my belief that Henderson 

told agents of the Henderson Defendants to keep this as a secret from me. The business never 

saw the money provided by these 4 new investors and to date, and I have no idea when and how 

Henderson Defendants received those funds. 

50. In the fall of 2015, Henderson informed me that he was in litigation with another EB-5 

program business partner, Alan Young. However, Henderson reassured me that it would have no 

effect on Defendants. Despite Henderson’s representations, I was becoming increasingly 

concerned about Henderson’s conduct.

51. Despite Henderson’s representations, in May 2016, Defendants were named as defendants 

in the Young Case. I only found out about this development from Henderson after the fact 

because Henderson was still listed as the agent of service of process for the Defendants.

52. Once I was notified, Henderson again reassured me that Defendants had nothing to do 

with the allegations and Mr. Young was only naming every business Henderson had ever been 

linked to in order to further harass and embarrass him. 

53. Henderson also told me that he would be covering all legal representation of Defendants 

in this case, and that I had nothing to worry about. 

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DECLARATION OF SHIRLEY MA IN SUPPORT OF DEFENDANTS COMPREHENSIVE CARE OF OAKLAND, LP AND 

COMPREHENSIVE CARE OF CALIFORNIA, LLC OPPOSITION TO PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

- 8 -

54. During the litigation of the case and around July 22, 2016, I was surprised to learn that 

deposit of $1,840,000 was used for the purchase of the Tribune Building originated from 

Defendants’ foreign investment funds and that the legal title of the Tribune Building was taken 

under another entity controlled by Henderson Defendants. As such, I immediately confronted 

Henderson on the matter, and was told that there was a promissory note for CCOO on the funds 

used and Defendants would be paid back in full. Up until that time, I was never informed of that 

promissory note and have not seen it to date. I do not believe that this promissory note ever 

existed. 

55. The revelation about the large investment in the Tribune Tower caused me to completely 

lose my trust in Henderson and SFRC. By September 2016, I purchased Henderson’s share at 

CCOC (which was formally owned by SFRC) in order to shield and protect Defendants from 

what I believed to be the Henderson Defendants’ malfeasance and fraudulent conduct. Currently, 

I am the sole member and owner of CCOC. 

56. At that point, I began to suspect that the fraudulent conduct by the Henderson Defendants 

did not extend to the purchase of the Tribune Tower, and began to independently and forensically 

research into Defendants’ bookkeeping and accounting to discover any misconduct or 

misappropriation of monies by tracing the total investment capital Defendants received from the 

Henderson Defendants since its inception.

57. In early November 2016, I discovered for the first time that the Henderson Defendants 

converted additional investors’ funds they had been holding in trust for CCOO beyond the 

purchase of the Tribune Building. I further realized that the Henderson Defendants had spent 

substantial amounts of CCOO’s EB-5 investment money for the purpose of funding other 

business ventures and/or purchasing of real estate. 

58. Upon this discovery, I immediately sought separate litigation counsel than the one 

provided to me by Henderson and filed a Cross-Complaint against Henderson Defendants.

59. I believe $4.7 million of Defendants’ EB-5 investment funds were misappropriated by 

Henderson Defendants.

60. I am currently seeking a new regional center designated by USCIS to replace SFRC’s role 

in their EB-5 business plan in the case that the United States Immigration and Naturalization 

Services (“USCIS”) terminates SFRC as an EB-5 regional center.

61. The Court should take note that recently 9 out of these 11 Limited Partners requested to be 

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DECLARATION OF SHIRLEY MA IN SUPPORT OF DEFENDANTS COMPREHENSIVE CARE OF OAKLAND, LP AND 

COMPREHENSIVE CARE OF CALIFORNIA, LLC OPPOSITION TO PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION AND 

FOR APPOINTMENT OF RECEIVER

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bought out from CCOO. 

62. BAHCC is currently scheduled to reach 185 full-time employees by June 2018, and 

projected to continue experiencing increases to their revenue and value as a business.

63. I have never mismanaged or fraudulently used any of the funds transferred to Defendants 

by Henderson. .

64. I never had access to or authority over any of the EB-5 funds held in trust by Henderson 

Defendants nor the bank accounts where it was kept.

65. All EB-5 investment funds received from Henderson were used exclusively for BAHCC 

and Defendants’ business plan.

66. I did not know of or authorize the misappropriation of EB-5 investments funds by 

Henderson. 

67. Henderson Defendants never had any control of, access to or authority over the operation 

and management of BAHCC. 

68. Henderson was removed as a partner of Defendants in September 2016, and therefore he 

retains no control over Defendants at the present time

69. Defendants currently are in contract with Kaiser, MediCal and Medicare to service its 

members who need skilled nursing facility services. Specifically as to Kaiser, sixty percent 

(60%) of Defendants’ current patients are Kaiser members and these patients generated 

$3,008,140 of Defendants’ revenue in 2016. 

70. A true and correct copy of the relevant pages of the Agreement is attached hereto as 

Exhibit “4”.

71. A receivership on Defendants may be considered a change of “managing control” as it 

pertains to Defendants’ contract with Medicare. A true and correct copy of the relevant pages of 

the Medicare application is attached hereto as Exhibit “5”. Medicare patients generated 

$2,051,413 in revenue for Defendants in 2016. 

72. A receivership also puts at risk Defendants’ contract with MediCal. In the agreement 

between the parties, provision 36 provides that the contract is not assignable. A true and correct 

copy of the relevant pages of the MediCal Agreement is attached hereto as Exhibit “6”. At this 

time, MediCal patients made of $5,713,611 of 2016’s revenue for Defendants. Defendants cannot 

sustain as a business or keep it employment of its staff should any of the contracts be suspended 

or terminated due to the receivership.

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EXHIBIT 2

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distribute Cash Flow from Operating Profit to the Partners pro rata in proportion to their 

respective Percentage Interests. 

2.0 Cash Flow from Rerum of Investments 

Subject to Applicable California Law and any limitations contained elsewhere in 

this Agreement, the General Partner may elect from time to time, in its sale discretion. 

to distribute Cash Flow from Return of Investments to the Partners, in accordance with 

the following priority: 

(a) first, to the Partners pro rata in proportion to their Unrerumed 

Capital Contributions until such Unreturned Capital Contributions have been fully 

repaid; and 

(b) second, to the Partners pro rata in proportion to their respective 

Percentage Interests. 

3.0 Annual Distributions 

Subject to Applicable Califomia Law and any limitations contained elsewhere in 

this Agreement, it is the intention of the General Partner on or about August 31st of 

each fiscal year, to distribute to the Partners pro rata in proportion to their respective 

ioterests, 50% of distributable Cash Flow from Operating Profit accrued by the 

Partnership during the prior fiscal year. 

VII. SECTION 5.04 RlGHT TO DISTRIBUTIONS 

No Partner shall have the right to receive distributions of property from rhe 

Partnership, except as sel forth in Sections 5.03 and Article X herein. No Partner shall 

have the right to receive a return of any or all-of the Partner's Capital Contribution. 

VIII. SECTION 5.05 UNREALIZED RECEIVABLES 

In the event of a reduction in a Partner's Partnership Interest (provided such 

reduction does not result in a complete termination of such Partner's Interest), such 

Partner's share of the Partnership's "unrealized receivables" (within the meaning of 

Section 751(c) of the Code), if any, shall not be reduced so that the portion of the net 

profit which is taxable as ordinary income (recaptured) for federal income tax purposes 

shall, to the extent possible without increasing the total gain to the Partnership or to 

any Partner, be allocated among the Partners in proportion to the deductions (or basis 

reductions treated as deductions) giving rise to such recapture. Any question as to the 

aforesaid allocation which cannot be resolved in the manner specified above, shall bt! 

resolved by the General Partner in its reasonably exercised discretion. 

15 

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Percentage Interests held by the Limited Partners for any matters on which the Limited 

Partners may vote under this Agreement or to consult with and advise the General Partner 

with respect to the financial matters and operation of the business of the Partnership, as 

set forth above. 

Furthermore, the General Partner shall provide reports to the Limited Partners 

regarding (he business and investment of the Partnership to the extent required under the 

Partnership Act. 

XIl. ARTICLE VIII TRANSFER OF PARTNERSHIP INTERESTS 

A. SECTION 8.01 ASSIGNMENT OF LIMITED PARTNERSHIP 

INTERESTS 

1.0 Transfer of Interest 

Subject to Sections 8.01(3), 8.01(4), 8.02 and 8.09 of this Agreement, a Limited 

Partner may sell, transfer or otherwise assign its Partnership Interest as a Limited 

Partner by a duly executed written instrument of assignment, provided that the tenus of 

such instrument are first approved by the Genernl Partner, which approval may be 

withheld in the General Partner's sale discretion, and are not in contravention of any of 

the provisions of this Agreement. Any assignee of a Partnership Interest (whether or not 

such assignee becomes a Substitute Partner) who desires to make further assignments of 

such Partnership Interest shall be subject to all of the restrictions on the transferability 

of such Partnership Interest contained herein. Unless an assignee becomes a Substitute 

Partner pursuant to Section 8.02 hereof, it shall not be entitled to any of the rights 

granted to a Limited Partner hereunder other than the right, unless prohibited by 

Section 8.01(2), to receive all or part of the share of profits, losses and distributions to 

which its assignor would otherwise be entitled. 

2.0 Rights of Assignee 

An assignee of record shall be entitled to receive distributions of Cash Flow 

from Operations, distributions of Cash Flow from Return of lnvestments, distributions On 

liquidation of the Partnership, and allocations of profits and losses attributable to the 

Partnership Interest acquired by reason of such assignment from and after the effective 

date of the assignment of such Partnership Interest to it; however, anything herein to the 

contrary notwithstanding, the Partnership and tbe General Partner shall be entitled to heat 

Ule assignor of such Partnership Interest as the absolute owner thereof in all respects, 

and shall incur no liability for allocations of profit, loss, or distributions which are 

made in good faith to such assignor, until such time as the conditions set forth in 

Section 8.01(3) have been met and the duly executed written instrument of assignment 

has been delivered and approved as set forth in Section 8.01(1). Provided the Partnership 

has actual notice of an assignment of the Partnership Interest, the effective date of such 

assignment on which the assignee shall be deemed an assignee of record shall be the last 

day of the month of receipt and approval of the written instrument of assignment by 

26 

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EXHIBIT 3

Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 86 of 107


EXHIBIT 4

Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 89 of 107
Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 90 of 107
Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 91 of 107
EXHIBIT 5

Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 92 of 107
MEDICARE ENROLLMENT APPLICATION 

INSTITUTIONAL PROVIDERS 

CMS-855A 

SEE PAGE 1 TO DETERMINE IF YOU ARE COMPLETING THE CORRECT APPLICATION 

SEE PAGE 3 FOR INFORMATION ON WHERE TO MAIL THIS APPLICATION. 

SEE PAGE 52 TO FIND A LIST OF THE SUPPORTING DOCUMENTATION THAT MUST BE 

SUBMITTED WITH THIS APPLICATION. 

Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 93 of 107
CMS-855A (07/11) 1

DEPARTMENT OF HEALTH AND HUMAN SERVICES 

CENTERS FOR MEDICARE & MEDICAID SERVICES

Form Approved

OMB No. 0938-0685

WHO SHOULD COMPLETE THIS APPLICATION

	


		




	


	
			






	



	




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CMS-855A (07/11) 2

INSTRUCTIONS FOR COMPLETING AND SUBMITTING THIS APPLICATION 

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CMS-855A (07/11) 3

ADDITIONAL INFORMATION 

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Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 96 of 107
CMS-855A (07/11) 4 

SECTION 1: BASIC INFORMATION 

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CMS-855A (07/11) 5

SECTION 1: BASIC INFORMATION (Continued)

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Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 98 of 107
EXHIBIT 6

Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 99 of 107
REDACTED REDACTED

Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 100 of 107
Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 101 of 107
Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 102 of 107
Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 103 of 107
Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 104 of 107
Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 105 of 107
Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 106 of 107
Case 3:17-cv-00223-RS Document 58 Filed 02/10/17 Page 107 of 107