Contract analysis

I. PURPOSE OF THIS MEMORANDUM Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 200 Concord Avenue, Suite 400, Cambridge, Massachusetts 02138, to conduct a comprehensive self-assessment of AHT's physician compensation arrangements, referral relationships, and vendor contracts under the federal Anti-Kickback Statute ("AKS

II. BACKGROUND ON ARBOR HEALTH TECHNOLOGIES INC. A. Corporate and Operational Profile Arbor Health Technologies Inc. is a Delaware corporation with its principal offices located at 200 Concord Avenue, Suite 400, Cambridge, Massachusetts 02138. AHT operates a network of twenty-three (23) outpatient clinics branded as "Arbor Health Clinics" across four (4) states in the New England region. The clinic network is distrib

III. REGULATORY CONTEXT FOR FMV OPINIONS This Section provides a summary of the federal regulatory framework relevant to the FMV opinions requested from Northbridge. Northbridge is expected to be familiar with these regulatory requirements; this summary is provided to ensure alignment between C&H's legal analysis and Northbridge's valuation approach. Stark Law (Physician Self-Referral Law). The Stark Law, codified at

IV. SCOPE OF REQUESTED FMV OPINIONS This Section sets forth, in detail, the specific arrangements for which Northbridge is requested to provide independent FMV and commercial reasonableness opinions. The arrangements are organized into five (5) categories. A. Category 1: Independent Contractor and Medical Director Agreements (38 Arrangements)

1. Overview of Population. AHT currently maintains thirty-eight (38) independent contractor and medical director arrangements with physicians who provide administrative, supervisory, and clinical oversight services at various AHT clinic locations. These arrangements include medical director agreements, quality oversight agreements, and administrative services agreements with physicians who also maintain clinical prac

2. Requested Valuation Scope. Northbridge is requested to provide an individual FMV opinion for each of the thirty-eight (38) independent contractor and medical director arrangements. Each opinion should address the following: (a) Whether the annual stipend or compensation is consistent with FMV for the services described in the applicable agreement, taking into account the physician's specialty, the scope and comple

3. Specialty Breakdown. The thirty-eight independent contractor and medical director arrangements span the following physician specialty categories. C&H requests that Northbridge apply specialty-specific benchmarks to each arrangement within its respective specialty category, recognizing that FMV for medical director services varies materially by specialty: • Primary Care / Internal Medicine / Family Medicine • Cardi

4. Key Concern. As noted above, the effective average hourly rate of $501.28 across the portfolio of medical director arrangements substantially exceeds published compensation benchmarks for medical director services across all represented specialties. This finding was a central concern identified in the Grayson Whitaker report and has been corroborated by C&H's preliminary analysis. However, the aggregate figure may

1. Overview of Population. In connection with AHT's acquisition of Lakeview Medical Associates, P.C. on August 15, 2022, AHT assumed employment and engagement relationships with fourteen (14) physicians. Of these fourteen, twelve (12) are employed under W-2 employment agreements, and two (2) are engaged as independent contractors. These physician agreements were originally negotiated and executed by Lakeview prior to

2. Requested Valuation Scope. Northbridge is requested to provide an individual FMV opinion for each of the fourteen (14) Lakeview legacy physician arrangements. Each opinion should address the following: (a) Whether the physician's total compensation — including base salary and any productivity-based bonus, quality incentive, or other incentive compensation — is consistent with FMV for a physician of the same specia

3. Benchmark Context. For context and to facilitate Northbridge's analysis, C&H provides the following data regarding AHT's current physician compensation benchmarks across its broader clinic network (excluding the Lakeview legacy arrangements): • AHT's current median total compensation for primary care physicians: $278,000 per year • AHT's current median total compensation for specialty physicians: $412,000 per year

1. Overview. AHT assumed three (3) medical director agreements in the Lakeview Medical Associates acquisition. The annual compensation under these three agreements is $45,000, $60,000, and $72,000, respectively. These three arrangements are a subset of the broader population of thirty-eight (38) independent contractor and medical director arrangements described in Category 1 above. However, C&H is calling them out se

2. Requested Valuation Scope. Northbridge is requested to provide an individual FMV opinion for each of the three (3) Lakeview legacy medical director agreements. The scope of each opinion is the same as set forth in Category 1 above: (a) Assessment of whether the annual stipend is consistent with FMV for the described medical director services; (b) Calculation and assessment of the effective hourly rate based on doc

1. Worcester Clinic Lease. AHT assumed a commercial office lease for the Worcester clinic location at 75 Belmont Street, Worcester, MA 01605 in connection with the Lakeview Medical Associates acquisition on August 15, 2022. This lease was originally entered into by Lakeview and was assigned to or assumed by AHT as part of the asset purchase. The Worcester clinic serves as a primary care and specialty care facility an

2. Shrewsbury Clinic Lease. AHT also assumed a commercial office lease for the Shrewsbury clinic location at 310 Main Street, Suite 2A, Shrewsbury, MA 01545 in connection with the Lakeview acquisition. This lease was likewise originally entered into by Lakeview and assigned to or assumed by AHT as part of the asset purchase. Northbridge is requested to provide an FMV opinion on the Shrewsbury clinic lease with the sa

3. Regulatory Requirement. Both the Worcester and Shrewsbury clinic leases must satisfy the requirements of the Stark Law space rental exception, 42 C.F.R. § 411.357(a), and the AKS space rental safe harbor, 42 C.F.R. § 1001.952(b). These provisions require, among other elements, that: (a) The aggregate rental charges over the term of the lease are set in advance, are consistent with fair market value in arm's-length

1. Arrangement Overview. Meridian Diagnostics LLC ("Meridian"), a limited liability company organized under the laws of Connecticut and headquartered at 88 Trumbull Street, Hartford, CT 06103 (EIN: 82-4019673), provides mobile MRI and advanced diagnostic imaging services at four (4) AHT clinic locations pursuant to a services agreement dated March 1, 2021 (the "Meridian Services Agreement"). Under the Meridian Servic

2. Requested Valuation Scope. Northbridge is requested to provide the following FMV opinions in connection with the Meridian arrangement: (a) Current Per-Scan Fee. An FMV opinion on the current per-scan facility access fee of $185 per scan — specifically, whether this per-scan rate reflects FMV for the clinic space, utilities, equipment, and support services that AHT makes available to Meridian at each of the four cl

3. Regulatory Concern. The current per-scan facility access fee structure presents a significant compliance concern under both the Stark Law and the AKS. The Stark Law space rental exception and equipment rental exception, and the corresponding AKS safe harbors, require that rental payments be set in advance and not determined in a manner that takes into account the volume or value of referrals or other business gene

V. REQUIRED BENCHMARK SOURCES AND METHODOLOGY This Section sets forth C&H's requirements and expectations regarding the benchmark data sources and valuation methodologies to be employed by Northbridge in preparing the requested FMV opinions. While Northbridge exercises independent professional judgment in selecting and applying valuation approaches, C&H requests that Northbridge utilize, at a minimum, the benchmark s

VI. OPINION FORMAT AND DELIVERABLES A. Individual FMV Opinions Northbridge is requested to provide a separate written FMV opinion for each arrangement within the scope of this engagement. Based on the categories described in Section IV above, the total number of individual FMV opinions is fifty-five (55), calculated as follows: • Category 1 (independent contractor and medical director agreements): 38 opinions • Categ

VII. DOCUMENTATION TO BE PROVIDED BY AHT AND C&H C&H, in coordination with AHT's General Counsel and Chief Compliance Officer, will assemble and transmit to Northbridge a comprehensive package of documentation in support of the FMV opinions described in this memorandum. The documentation package will include the following materials:

1. All thirty-eight (38) independent contractor and medical director agreements (fully executed copies, including all amendments, addenda, and schedules);

2. All fourteen (14) Lakeview legacy physician employment agreements (fully executed copies, including all amendments, compensation schedules, and benefit summaries);

3. The three (3) Lakeview legacy medical director agreements (fully executed copies);

4. Time logs, duty descriptions, and scope of services documentation for all medical director arrangements, to the extent such documentation exists and is maintained by AHT;

5. Physician demographic data for each physician subject to a valuation opinion, including: specialty and sub-specialty; board certification status; years in practice (post-residency/fellowship); geographic location of practice;

6. Physician productivity data, including: work relative value units ("wRVUs") generated; patient encounter volume; panel size (for primary care physicians), where applicable;

7. AHT's current internal compensation grids and any benchmark data that AHT has independently compiled or obtained;

8. The two (2) office leases for the Worcester (75 Belmont Street, Worcester, MA 01605) and Shrewsbury (310 Main Street, Suite 2A, Shrewsbury, MA 01545) clinic locations, including all amendments, rent schedules, CAM reconciliations, and tenant improvement documentation;

9. The Meridian Diagnostics LLC Services Agreement, dated March 1, 2021, including all schedules and exhibits;

10. Scan volume data for the Meridian arrangement (monthly and annual, FY2021 and FY2022);

11. The proposed restructured Meridian facility access agreement (draft to be provided when available from C&H);

12. Clinic space descriptions, floor plans, and square footage calculations for the four (4) AHT clinic locations at which Meridian provides services;

13. Organizational chart of AHT's 23-clinic network, including clinic locations, service lines, and physician assignments; and

14. AHT financial statements (FY2022), to the extent relevant to providing revenue and operational context for Northbridge's analysis. C&H will serve as the primary point of contact for Northbridge throughout the engagement. All document requests, questions, and communications from Northbridge should be directed to: • Christopher Aiken, Senior Associate, Calderwood & Harkness LLP; and • Amy Whitfield, Associate, Cald

VIII. CONFIDENTIALITY AND PRIVILEGE Northbridge's engagement in this matter is at the direction and under the supervision of Calderwood & Harkness LLP in connection with the provision of legal advice to Arbor Health Technologies Inc. regarding compliance with the Stark Law, the Anti-Kickback Statute, and related federal and state healthcare regulations. All FMV opinions, draft materials, working papers, internal anal

IX. ENGAGEMENT TERMS AND LOGISTICS The financial terms of Northbridge's engagement — including professional fees, hourly rates, fee caps, payment schedules, and expense reimbursement — are governed by the separate engagement letter between Arbor Health Technologies Inc. and Northbridge Valuation Advisors LLC, dated February 3, 2023 (the "Engagement Letter"). This memorandum supplements the Engagement Letter by specif