Contract analysis

I. Purpose and Summary The purpose of this memorandum is to document the results of the firm's conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Arbor Health Technologies Inc. ("AHT") for a comprehensive self-assessment of physician compensation arrangements, referral relationships, and vendor contracts under the federal Anti-Kickback

II. Proposed Client Identification A. Primary Client The proposed client for this engagement is Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 200 Concord Avenue, Suite 400, Cambridge, Massachusetts 02138. AHT's Employer Identification Number is 84-3291057, and its National Provider Identifier is 1497253810. AHT's registered agent in Delaware is c/o Capitol Corporate Services, Inc., 1

III. Search Parameters — Entities and Individuals Checked The following entities and individuals were run through the Firm's IntegriCheck conflict management system on January 25–26, 2023. The search parameters included all variations of entity names, known trade names, "doing business as" designations, and common abbreviations. Individual name searches included common variations and alternate spellings. The search c

1. Arbor Health Technologies Inc. — including all d/b/a names: "Arbor Health Clinics," "ArborConnect," "Arbor Health," "AHT," and "Arbor Health Technologies." The search was also run against known prior names of the entity, including "Arbor Physician Services Inc." (the company's name prior to a 2020 rebranding).

2. Ridgeline Capital Partners Fund IV, L.P. — including variations "Ridgeline Fund IV," "Ridgeline Capital IV," and "RCP Fund IV."

3. Ridgeline Capital Advisors LLC — including variations "Ridgeline Capital," "Ridgeline Advisors," and "RCA." The search was also run against other Ridgeline-managed investment vehicles, including Ridgeline Capital Partners Fund I, L.P., Ridgeline Capital Partners Fund II, L.P., and Ridgeline Capital Partners Fund III, L.P., to ensure comprehensive coverage.

4. ConnectiCare Physicians Network, LLC — 55 Asylum Street, 7th Floor, Hartford, Connecticut 06103. ConnectiCare Physicians Network, LLC ("CPN") is an AHT subsidiary and managed entity vehicle that provides management services to nine (9) independently owned physician practices in Strathmore Mutual Insurance, Connecticut area. CPN's management services arrangements with these practices are within the scope of the pro

5. Lakeview Medical Associates, P.C. — a Massachusetts professional corporation; formerly a fourteen-physician multi-specialty group practice located in Worcester, Massachusetts. AHT acquired substantially all of Lakeview's assets on August 15, 2022, for a purchase price of $11.4 million. Lakeview's Employer Identification Number is 04-3782145. The Lakeview acquisition and the physician employment agreements, medical

6. Meridian Diagnostics LLC — 88 Trumbull Street, Hartford, Connecticut 06103. Meridian is a Connecticut limited liability company that provides mobile MRI and advanced diagnostic imaging services. Meridian's Employer Identification Number is 82-4019673. Meridian has a facility access fee arrangement with AHT's Connecticut clinics that is a high-risk item under review in this engagement. Meridian is independently rep

7. Pinnacle Laboratory Services Inc. — 1200 Warwick Avenue, Suite 110, Warwick, Rhode Island 02886. Pinnacle is a Rhode Island corporation that provides clinical laboratory testing services. Pinnacle's Employer Identification Number is 05-6138290. Pinnacle's referral arrangement with AHT, including a no-cost laboratory interface, continuing medical education sponsorship, and a 4.2% passive equity interest held by Dr.

8. Covenant Health Plans Inc. — 500 Boylston Street, 12th Floor, Boston, Massachusetts 02116. Covenant is a Massachusetts-based managed care organization and AHT's largest commercial payer, accounting for approximately $38.6 million (18%) of AHT's net revenue in fiscal year 2022. AHT's commercial payer arrangement with Covenant, including approximately $2.1 million in value-based incentive bonuses paid in FY2022, wil

9. Westbrook Hale LLP — 100 Summer Street, Suite 2200, Boston, Massachusetts 02110. Westbrook Hale serves as AHT's general outside counsel for corporate, mergers and acquisitions, and employment matters.

10. Linden & Pryor LLP — 750 Main Street, Suite 1400, Hartford, Connecticut 06103. Linden & Pryor serves as counsel to Meridian Diagnostics LLC.

11. Grayson Whitaker & Associates LLP — 4700 River Road, Suite 220, Bethesda, Maryland 20816. Grayson Whitaker is a healthcare compliance consulting firm retained by AHT to perform a preliminary compliance gap assessment. The firm's engagement principal is Carolyn Fitch.

12. Halsted Accounting Group LLP — 225 Dyer Street, Suite 800, Providence, Rhode Island 02903. Halsted serves as AHT's external auditor. The engagement partner is Ronald Desmond.

13. Northbridge Valuation Advisors LLC — 1600 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103. Northbridge is a healthcare fair market value appraisal firm that is expected to be retained in connection with this engagement to perform independent FMV opinions on physician compensation arrangements. The managing director responsible for the anticipated engagement is Sandra Kilpatrick. E. Individuals Checked

14. Dr. Nathan Ellsworth — Chief Executive Officer, Arbor Health Technologies Inc.

15. Patricia Yamamoto — General Counsel, Arbor Health Technologies Inc.

16. Derek Huang — Chief Compliance Officer, Arbor Health Technologies Inc.

17. Dr. Vivian Chao — Regional Medical Director (Central Massachusetts), Arbor Health Technologies Inc. Dr. Chao was formerly the managing partner of Lakeview Medical Associates, P.C. and became an AHT employee in connection with the August 2022 asset acquisition. Her medical director compensation arrangement and clinical productivity incentive structure are within the scope of this engagement.

18. Dr. Karen Ellsworth — Spouse of Dr. Nathan Ellsworth. Dr. Karen Ellsworth holds a 4.2% passive equity interest in Pinnacle Laboratory Services Inc. She is not employed by AHT and has no operational role in AHT's business. Her equity interest in Pinnacle is a subject of the engagement review.

19. Claudia Sorrento — Managing Director, Ridgeline Capital Advisors LLC. Ms. Sorrento serves as a Ridgeline board designee on the AHT Board of Directors and is a member of the Board's Compliance Committee.

20. Marcus Whitmore — Principal, Ridgeline Capital Advisors LLC. Mr. Whitmore serves as a Ridgeline board designee on the AHT Board of Directors and is a member of the Board's Compensation Committee.

21. Dr. Franklin Osei — Managing Member and Radiologist, Meridian Diagnostics LLC. Dr. Osei holds a sixty percent (60%) ownership interest in Meridian.

22. Gerald Pratt — Member, Meridian Diagnostics LLC. Mr. Pratt holds a forty percent (40%) ownership interest in Meridian. Mr. Pratt is a non-physician investor.

23. Elena Marchetti — Partner, Westbrook Hale LLP. Ms. Marchetti served as lead outside counsel for AHT in connection with the Lakeview Medical Associates asset acquisition.

24. Thomas Beckett — Partner, Linden & Pryor LLP. Mr. Beckett serves as counsel to Meridian Diagnostics LLC and will be a counterparty in any arrangement restructuring negotiations.

25. Carolyn Fitch — Principal, Grayson Whitaker & Associates LLP. Ms. Fitch is the engagement principal for the AHT compliance gap assessment.

26. Ronald Desmond — Engagement Partner, Halsted Accounting Group LLP. Mr. Desmond serves as AHT's external audit engagement partner.

27. Sandra Kilpatrick — Managing Director, Northbridge Valuation Advisors LLC. Ms. Kilpatrick is expected to serve as the lead appraiser for fair market value opinions in connection with the engagement.

IV. Conflict Database Search Results The results of the IntegriCheck conflict database search, conducted on January 25–26, 2023, are set forth below. Each entity and individual identified in Section III was searched against the Firm's complete client and matter database. The search encompassed active representations, closed representations, declined representations, adverse party records, and the lateral hire portabi

V. Relationship with Westbrook Hale LLP — Co-Counsel / Deferral Arrangement Westbrook Hale LLP serves as AHT's general outside counsel for corporate, mergers and acquisitions, and employment law matters. The Westbrook Hale relationship is relevant to this conflict check because the two firms will be simultaneously engaged by the same client, AHT, in complementary but non-overlapping capacities. Partner Elena Marchett

VI. Potential Issues Identified and Analysis Although the conflict search did not reveal any disqualifying conflicts, four matters warrant discussion and analysis to ensure that the Firm's obligations under the Massachusetts Rules of Professional Conduct and the Firm's internal conflict clearance policies are fully satisfied. A. Covenant Health Plans Inc. — Historical Representation The conflict search identified one

VII. Engagement Team Clearance In addition to the entity-level and individual-level conflict searches described above, the Firm has confirmed that none of the proposed engagement team members have any personal conflicts with any of the entities or individuals identified in Section III. Each team member has been asked to confirm, by email response to the Firm's Conflicts Department, that he or she has no financial int

VIII. Conclusion and Clearance Based on the foregoing analysis, the Firm's conflict check with respect to the proposed engagement of Calderwood & Harkness LLP by Arbor Health Technologies Inc. for the AKS/Stark Law self-assessment and remediation engagement is concluded as follows:

1. All required conflict searches have been completed as of January 26, 2023, using the Firm's IntegriCheck conflict management system. The searches encompassed all entities and individuals identified in Section III of this memorandum.

2. No disqualifying conflicts of interest have been identified. No current or former client relationship, adverse representation, or personal conflict exists that would preclude the Firm from undertaking the proposed engagement.

3. One historical matter involving Covenant Health Plans Inc. was identified and analyzed in detail in Section VI.A. The 2019 Covenant matter was a discrete, closed engagement involving Medicare Advantage network adequacy issues unrelated to the subject matter of this engagement. It does not constitute a conflict under Mass. R. Prof. C. 1.9, and no informed consent waiver from Covenant is required.

4. The potential issues identified with respect to Meridian Diagnostics LLC, Pinnacle Laboratory Services Inc., and Ridgeline Capital Partners Fund IV, L.P. have been analyzed in Sections VI.B, VI.C, and VI.D, respectively. None of these issues constitutes a conflict of interest, and no waivers or informed consents are required.

5. All four members of the proposed engagement team have been individually cleared.

6. The engagement may proceed. The engagement letter, dated January 30, 2023, may be issued to Arbor Health Technologies Inc., addressed to Patricia Yamamoto, General Counsel, and Derek Huang, Chief Compliance Officer, for execution on behalf of AHT.

7. Matter Number 1010-00003 has been opened in the Firm's matter management system, and the appropriate billing codes, client identification information, and responsible attorney designations have been entered.

IX. Document Retention Note This memorandum and all supporting conflict search reports, including the IntegriCheck search result printouts, engagement team clearance email confirmations, and the copy of AHT Board Resolution No. 2023-01-004, shall be retained in the matter file for Matter Number 1010-00003 in accordance with Calderwood & Harkness LLP's Document Retention and Records Management Policy (Firm Policy No.