Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings assigned to them elsewhere in this Agreement.

Section 1.1 — "Affiliate" shall mean, with respect to any party, any entity directly or indirectly controlling, controlled by, or under common control with such party. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or othe

Section 1.2 — "AKS" shall mean the federal Anti-Kickback Statute, codified at 42 U.S.C. § 1320a-7b(b), together with all implementing regulations, including without limitation the safe harbor regulations set forth at 42 C.F.R. § 1001.952, as the same may be amended, supplemented, or replaced from time to time.

Section 1.3 — "Annual FMV Recertification" shall mean the process described in Section 4.3 of this Agreement for the annual recertification of the fair market value of the Fixed Monthly Rental by an Independent Appraiser.

Section 1.4 — "Clinic Locations" or "Designated Premises" shall mean the four (4) AHT clinic locations identified and described in Exhibit A attached hereto at which Meridian is authorized to provide the Services in accordance with this Agreement, including the specified parking and docking areas for Meridian's mobile MRI unit, patient waiting and preparation areas, and utility access points, each as more particularl

Section 1.5 — "Commencement Date" shall have the meaning set forth in Section 3.1 of this Agreement.

Section 1.6 — "Effective Date" shall mean the date first written above on the cover page of this Agreement.

Section 1.7 — "Equipment" shall mean the mobile MRI and advanced diagnostic imaging equipment described in Exhibit B attached hereto, which is owned or leased by Meridian and which Meridian brings to the Designated Premises for the purpose of providing the Services. Equipment shall include all ancillary equipment, coils, power systems, patient monitoring equipment, and other accessories described in Exhibit B.

Section 1.8 — "Fair Market Value" or "FMV" shall mean the value in arm's-length transactions, consistent with the general market value of the rental of space or equipment (as applicable), not taking into account the volume or value of any referrals or other business generated between the parties, as determined by an Independent Appraiser in accordance with Section 4.3 of this Agreement. For purposes of this definitio

Section 1.9 — "Federal Healthcare Program" shall have the meaning set forth in 42 U.S.C. § 1320a-7b(f), and shall include, without limitation, the Medicare program under Title XVIII of the Social Security Act, the Medicaid program under Title XIX of the Social Security Act, the TRICARE program, and any other plan or program that provides health benefits, whether directly, through insurance, or otherwise, which is fun

Section 1.10 — "Fixed Monthly Rental" shall mean the fixed monthly amount payable by Meridian to AHT for access to and use of the Designated Premises, as set forth in Section 4.1 of this Agreement and Exhibit C attached hereto.

Section 1.11 — "Independent Appraiser" shall mean a qualified independent valuation professional engaged pursuant to Section 4.3 of this Agreement to determine the Fair Market Value of the Fixed Monthly Rental. The initial Independent Appraiser shall be Northbridge Valuation Advisors LLC, located at 1600 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103 (Sandra Kilpatrick, Managing Director).

Section 1.12 — "OIG" shall mean the Office of Inspector General of the United States Department of Health and Human Services.

Section 1.13 — "Permitted Use" shall have the meaning set forth in Section 5.2 of this Agreement.

Section 1.14 — "Prior Agreement" shall mean the Services Agreement dated March 1, 2021, by and between AHT and Meridian, as such agreement may have been amended, modified, or supplemented prior to the Effective Date.

Section 1.15 — "Referral" shall mean the referral of a patient by an AHT physician, employed provider, or other healthcare professional associated with AHT for services performed by Meridian, including but not limited to mobile MRI scans and other advanced diagnostic imaging procedures.

Section 1.16 — "Services" shall mean the mobile MRI and advanced diagnostic imaging services provided by Meridian using the Equipment at the Designated Premises in accordance with this Agreement.

Section 1.17 — "Stark Law" shall mean the Physician Self-Referral Law, codified at 42 U.S.C. § 1395nn, and implementing regulations at 42 C.F.R. § 411.350 et seq., as the same may be amended, supplemented, or replaced from time to time.

Section 1.18 — "Term" shall mean the period described in Article III of this Agreement, including the Initial Term and any Renewal Term(s).

Section 1.19 — "Use Schedule" shall mean the schedule of dates and times during which Meridian is permitted to access and use the Designated Premises for the provision of the Services, as set forth in Exhibit D attached hereto and as may be updated in accordance with Section 5.3 of this Agreement.

ARTICLE II — TERMINATION OF PRIOR AGREEMENT; SUPERSESSION

Section 2.1 — Termination of Prior Agreement. Upon the occurrence of the Commencement Date, the Prior Agreement dated March 1, 2021, by and between AHT and Meridian, shall be deemed terminated and superseded in its entirety by this Agreement. From and after the Commencement Date, neither party shall have any rights or obligations under the Prior Agreement, except as expressly provided in this Article II. The parties

Section 2.2 — Cessation of Per-Scan Fees. All per-scan facility access fees of One Hundred Eighty-Five Dollars ($185.00) per scan payable by Meridian to AHT under the Prior Agreement shall cease to accrue as of the close of business on the day immediately preceding the Commencement Date. From and after the Commencement Date, no further per-scan fees shall accrue or be payable under the Prior Agreement, and the sole c

Section 2.3 — Payment of Outstanding Per-Scan Fees. Meridian shall pay to AHT any outstanding per-scan facility access fees that accrued under the Prior Agreement through and including the day immediately preceding the Commencement Date. Such payment shall be due and payable within thirty (30) days of the Commencement Date. Within ten (10) business days of the Commencement Date, AHT shall provide Meridian with a fina

Section 2.4 — Surviving Obligations. Neither party shall have any further obligations under the Prior Agreement from and after the Commencement Date, except for (a) Meridian's obligation to pay any outstanding per-scan fees as provided in Section 2.3 above, (b) any indemnification obligations that arose under the Prior Agreement prior to the Commencement Date with respect to events occurring prior to the Commencement

ARTICLE III — TERM AND RENEWAL

Section 3.1 — Initial Term. This Agreement shall have an initial term of three (3) years (the "Initial Term"), commencing on the Commencement Date. The Commencement Date shall be the date that is the first day of the calendar month immediately following the later of (a) the Effective Date and (b) the date on which AHT receives the initial Fair Market Value opinion from the Independent Appraiser (Northbridge Valuation

Section 3.2 — Renewal. Following the expiration of the Initial Term, this Agreement may be renewed for successive periods of one (1) year each (each, a "Renewal Term"), upon the mutual written agreement of the parties. Any such renewal must be executed by both parties not less than ninety (90) days prior to the expiration of the then-current Term (whether the Initial Term or a Renewal Term). Each renewal shall be sub

Section 3.3 — No Holdover. Meridian shall not have the right to use, occupy, or access the Designated Premises or any other AHT facilities following the expiration or earlier termination of this Agreement without a duly executed renewal or extension in writing. Any unauthorized use of the Designated Premises by Meridian following the expiration or earlier termination of this Agreement shall not create a new term, hol

Section 3.4 — Termination for Cause. Either party may terminate this Agreement upon sixty (60) days' prior written notice to the other party if the other party commits a material breach of any representation, warranty, covenant, or obligation under this Agreement, and such breach remains uncured after the expiration of a thirty (30)-day cure period following receipt of written notice from the non-breaching party spec

Section 3.5 — Termination for Compliance Reasons. Either party may terminate this Agreement immediately upon written notice to the other party if the terminating party reasonably determines, in good faith and after consultation with legal counsel, that the continuation of the arrangement contemplated by this Agreement would violate, or would create a material risk of violating, the AKS, the Stark Law, or any other ap

Section 3.6 — Termination for Exclusion or Debarment. Either party may terminate this Agreement immediately upon written notice to the other party if the other party, or any owner, officer, director, manager, or key employee of the other party, is excluded, debarred, suspended, or otherwise declared ineligible to participate in any Federal Healthcare Program, or is convicted of a criminal offense related to the provi

ARTICLE IV — RENTAL PAYMENTS AND FAIR MARKET VALUE

Section 4.1 — Fixed Monthly Rental. In consideration of AHT's grant to Meridian of the right to access and use the Designated Premises in accordance with the Use Schedule, Meridian shall pay to AHT a Fixed Monthly Rental in the amount of $[__] per month (the "Fixed Monthly Rental"). The Fixed Monthly Rental for the initial year of the Initial Term is set forth in Exhibit C attached hereto, as determined by the Indepe

Section 4.2 — Payment Terms. The Fixed Monthly Rental shall be due and payable on the first business day of each calendar month during the Term. If the Commencement Date falls on a day other than the first day of a calendar month, the Fixed Monthly Rental for the partial month in which the Commencement Date occurs shall be prorated on a per diem basis (based on the number of days remaining in such month divided by th

Section 4.3 — Annual FMV Recertification. (a) Timing and Engagement of Appraiser. Not less than sixty (60) days prior to each anniversary of the Commencement Date (whether during the Initial Term or any Renewal Term), AHT shall cause an Independent Appraiser to prepare an updated Fair Market Value opinion for the Fixed Monthly Rental. The initial Independent Appraiser shall be Northbridge Valuation Advisors LLC, or s

Section 4.4 — No Additional Fees or Remuneration. Except for the Fixed Monthly Rental as set forth in this Article IV, neither party shall pay, offer, solicit, or receive any fee, payment, discount, rebate, refund, remuneration, or other consideration of any kind, whether in cash or in kind, directly or indirectly, in connection with this Agreement, the use of the Designated Premises, the provision of the Services, o

Section 4.5 — Commercially Reasonable. The parties acknowledge and agree that the Fixed Monthly Rental and the other terms and conditions of this Agreement are commercially reasonable, reflect Fair Market Value as determined by the Independent Appraiser, would be entered into by like parties in an arm's-length transaction under comparable circumstances, and are not conditioned upon or intended to induce, reward, or c

ARTICLE V — DESIGNATED PREMISES AND PERMITTED USE

Section 5.1 — Designated Premises. Subject to the terms and conditions of this Agreement, AHT hereby grants to Meridian the non-exclusive right (unless designated as exclusive in the Use Schedule) to access and use the designated areas at the four (4) AHT clinic locations identified and described in Exhibit A attached hereto (each, a "Clinic Location" and collectively, the "Designated Premises") solely for the Permit

Section 5.2 — Permitted Use. The Designated Premises shall be used by Meridian solely for the purpose of providing mobile MRI and advanced diagnostic imaging services using Meridian's Equipment, and for no other purpose (the "Permitted Use"). Without limiting the generality of the foregoing: (a) Meridian shall not use the Designated Premises for any purpose that violates applicable law, including without limitation f

Section 5.3 — Use Schedule. Meridian's access to and use of the Designated Premises shall be limited to the specific days of the week and hours of the day set forth in the Use Schedule attached hereto as Exhibit D. The Use Schedule shall be set in advance for each calendar year and shall not be modified more frequently than annually, except by the mutual written agreement of both parties. The parties shall use commer

Section 5.4 — Condition of Premises. AHT shall deliver the Designated Premises to Meridian in good condition and in a state of repair suitable for the Permitted Use as of the Commencement Date. Throughout the Term, AHT shall be responsible for the maintenance and repair of the structural components of the Designated Premises, including the roof, exterior walls, foundation, and building systems (including HVAC, electr

Section 5.5 — Compliance with Laws. All use of the Designated Premises by Meridian shall comply with all applicable federal, state, and local laws, regulations, codes, ordinances, and orders, including without limitation: (a) healthcare licensure and accreditation requirements applicable to the provision of diagnostic imaging services; (b) zoning and land use regulations applicable to the Clinic Locations; (c) buildi

Section 6.1 — Meridian Equipment. Meridian shall provide and maintain, at its sole cost and expense, all Equipment necessary to perform the Services at the Designated Premises, as described in Exhibit B attached hereto. All Equipment brought by Meridian to the Designated Premises shall be owned or leased by Meridian, and AHT shall have no ownership interest in, or right, title, or claim to, any of Meridian's Equipmen

Section 6.2 — AHT Equipment. To the extent that Meridian uses, or proposes to use, any equipment owned or leased by AHT at or in connection with the Designated Premises (including without limitation any patient monitoring equipment, computer systems, or network infrastructure), such use shall be governed by a separate written equipment rental agreement between the parties. Any such equipment rental agreement shall be

Section 6.3 — Equipment Insurance. Meridian shall maintain, at its sole cost and expense, throughout the Term of this Agreement, insurance coverage for all Equipment brought to the Designated Premises, including the following minimum coverages: (a) Commercial General Liability Insurance. Commercial general liability insurance covering bodily injury, personal injury, and property damage arising out of or related to Me

ARTICLE VII — COMPLIANCE REPRESENTATIONS AND COVENANTS

Section 7.1 — AKS and Stark Compliance Intent. The parties acknowledge and agree that this Agreement is intended to comply with, and to satisfy all applicable requirements of, the following federal healthcare regulatory provisions: (a) The AKS space rental safe harbor, as set forth at 42 C.F.R. § 1001.952(b); (b) The AKS equipment rental safe harbor, as set forth at 42 C.F.R. § 1001.952(c), to the extent applicable t

Section 7.2 — No Referral Inducement. Neither the Fixed Monthly Rental nor any other term, condition, provision, or obligation of this Agreement is intended to, or shall be construed to, induce, reward, compensate, or pay for, directly or indirectly, the referral of patients, the generation of business, the ordering of any item or service, or the recommending or arranging for the ordering of any item or service, that

Section 7.3 — Rental Not Based on Referrals. The Fixed Monthly Rental has been determined, and shall at all times be maintained, in a manner that does not take into account the volume or value of any referrals or other business generated between the parties, their respective Affiliates, or their respective physicians, employed providers, independent contractors, employees, or agents. The parties acknowledge that the

Section 7.4 — Independence of Medical Judgment. Nothing in this Agreement shall be construed to limit, restrict, interfere with, or otherwise affect the independent medical judgment of any AHT physician, employed provider, or independent contractor physician, or any Meridian physician (including Dr. Franklin Osei), in making referral decisions, ordering diagnostic tests or imaging studies, recommending treatments, or

Section 7.5 — Representations by AHT. AHT hereby represents and warrants to Meridian as follows: (a) Organization and Good Standing. AHT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business and in good standing in each of the Commonwealth of Massachusetts, the State of Connecticut, the State of Rhode Island, and the State of N

Section 7.6 — Representations by Meridian. Meridian hereby represents and warrants to AHT as follows: (a) Organization and Good Standing. Meridian is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Connecticut. (b) Ownership. Meridian's current members are Dr. Franklin Osei, who holds a sixty percent (60%) membership interest and serves as Managing Mem

Section 7.7 — Annual Compliance Certification. Each party shall provide to the other an annual written certification, on or before each anniversary of the Commencement Date, confirming the certifying party's continued compliance with the representations and warranties set forth in Sections 7.5 and 7.6, as applicable. Such annual certification shall be in substantially the form attached hereto as Exhibit E and shall i

Section 7.8 — Compliance with State Laws. In addition to the federal laws referenced elsewhere in this Agreement, the parties shall comply with all applicable state laws governing healthcare referrals, fee-splitting, anti-kickback prohibitions, and related matters, including without limitation: (a) the Connecticut referral fee prohibition set forth in Conn. Gen. Stat. § 20-7a(d), which prohibits licensed health care

Section 7.9 — Access to Books and Records. To the extent required by applicable law, including 42 U.S.C. § 1395x(v)(1)(I) and the regulations at 42 C.F.R. Part 420, Subpart D, Meridian shall, upon the written request of the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States, or their duly authorized designees, make available for inspection, examination

ARTICLE VIII — REFERRAL TRACKING AND MONITORING

Section 8.1 — AHT Referral Tracking. AHT shall maintain accurate and complete records of all referrals made by AHT physicians and other AHT-affiliated providers to Meridian for mobile MRI and advanced diagnostic imaging services at the Designated Premises. Such records shall include the identity of the referring physician, the date of referral, the patient identifier (de-identified or coded to the extent required by