Contract analysis

I. Introduction and Purpose of This Letter This firm represents Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 200 Concord Avenue, Suite 400, Cambridge, MA 02138, in connection with the matters described herein. It is our understanding that your firm, Linden & Pryor LLP, represents Meridian Diagnostics LLC ("Meridian"), a Connecticut limited liability company with its principal office

II. Background — The Current Arrangement To provide context for the proposed restructuring, we summarize below the material terms and operative structure of the Current Agreement, as well as certain facts bearing on the compliance analysis. Under the Current Agreement, dated March 1, 2021, Meridian provides mobile MRI and advanced diagnostic imaging services at four AHT clinic locations situated in Connecticut and Ma

III. Compliance Concerns with the Current Per-Scan Fee Structure AHT's self-assessment identified the per-scan fee structure of the Current Agreement as presenting material compliance risk under both the AKS and the Stark Law, as well as under applicable Connecticut state law. We summarize the principal areas of concern below. While this letter does not purport to provide an exhaustive legal analysis, and AHT does no

IV. Proposed Restructured Arrangement — Summary of Key Terms To address the compliance concerns identified in the foregoing analysis, AHT proposes that the Current Agreement be replaced by the enclosed Proposed Agreement, which fundamentally restructures the compensation methodology from a variable per-scan fee to a fixed monthly facility rental payment. We summarize below the key structural changes reflected in the

V. Fair Market Value Determination Process Central to the restructured arrangement is the establishment of a fixed monthly rental amount that reflects fair market value for the facility access provided by AHT to Meridian. AHT has retained Northbridge Valuation Advisors LLC to prepare an independent fair market value opinion for the facility access arrangement. Northbridge is a nationally recognized independent health

VI. Transition and Implementation AHT recognizes that the transition from the current per-scan billing methodology to a fixed monthly rental structure will require coordination between the parties and careful attention to operational continuity. Accordingly, AHT proposes a sixty (60) day transition period commencing upon execution of the Proposed Agreement. During this transition period, the parties would wind down t

VII. Request for Meeting AHT and this firm believe that the most productive path forward is for the parties and their respective counsel to meet to discuss the Proposed Agreement, the fair market value determination process, and any questions, concerns, or counterproposals that Meridian may have. Accordingly, AHT proposes a meeting among representatives of AHT, this firm, Meridian, and Linden & Pryor at a mutually co

VIII. Enclosures Enclosed with this letter, please find the following document: Proposed Restructured Facility Access Agreement between Arbor Health Technologies Inc. and Meridian Diagnostics LLC (Draft — Marked for Discussion Purposes Only) Please note that the enclosed draft of the Proposed Agreement is a working document prepared by this firm on behalf of AHT. It is provided for discussion purposes and is intended

IX. Confidentiality and Privilege This letter and the enclosed Proposed Agreement are provided for settlement and negotiation purposes only, pursuant to Federal Rule of Evidence 408 and applicable state-law analogs. Nothing in this letter or the enclosed Proposed Agreement constitutes, or shall be construed as, an admission of liability, wrongdoing, or violation of law by AHT, its officers, directors, employees, or a

X. Reservation of Rights AHT expressly reserves all of its rights, remedies, and defenses under the Current Agreement, at law, and in equity, pending the execution of the Proposed Agreement or an alternative restructured arrangement acceptable to both parties. Nothing in this letter or the enclosed Proposed Agreement shall be construed as a waiver, release, or modification of any of AHT's rights or remedies under the