Contract analysis

1. Purpose and Engagement Confirmation This letter confirms the formal completion and closing of Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement with Arbor Health Technologies Inc. ("AHT" or the "Company") as of July 12, 2023. The engagement was opened on January 30, 2023, pursuant to the engagement letter executed by the parties on the same date (the "Engagement Letter"). The engagement was duly authori

2. Background By way of background, and to provide context for the deliverables and recommendations summarized in this letter, we set forth the following overview of AHT and the circumstances giving rise to this engagement. AHT operates twenty-three (23) outpatient clinics, branded as "Arbor Health Clinics," across four states in the northeastern United States: fourteen (14) clinics in Massachusetts, four (4) clinics

3. Summary of Deliverables All deliverables contemplated by the Engagement Letter have been completed and delivered to AHT. Each deliverable was transmitted to Ms. Yamamoto and Mr. Huang under separate cover as it was finalized during the course of the engagement. A comprehensive summary of the deliverables follows. 3.1 Self-Assessment and Risk Analysis Deliverables Master Arrangement Inventory & Risk Scoring Matrix.

4. Voluntary Self-Disclosure Recommendation Based on the comprehensive self-assessment conducted during this engagement, including the detailed analysis set forth in the CMS SRDP Evaluation Memorandum and the OIG SDP Evaluation Memorandum, C&H concluded that no voluntary self-disclosure filing under the CMS Self-Referral Disclosure Protocol (SRDP) or the OIG Self-Disclosure Protocol (SDP) is recommended at this time.

5. Key Implementation Recommendations While the detailed implementation steps are set forth in the Final Report and Remediation Roadmap delivered on June 27, 2023, C&H wishes to highlight the following priority remediation actions that AHT should undertake within the recommended ninety (90)-day implementation period (i.e., by approximately October 10, 2023):

1. Meridian Diagnostics Facility Access Agreement. Execute the restructured facility access agreement with Meridian Diagnostics LLC, converting the per-scan fee to a fixed monthly rental at fair market value. This action is pending Meridian's response through its counsel, Linden & Pryor LLP, and AHT should actively pursue the completion of negotiations.

2. Pinnacle Laboratory Services Relationship. Restructure the relationship with Pinnacle Laboratory Services Inc. to address the compliance concerns identified with respect to the no-cost electronic laboratory interface, CME sponsorship arrangements, and Dr. Karen Ellsworth's 4.2% passive equity interest. Specifically, AHT should ensure that Dr. Ellsworth's equity interest is properly disclosed under AHT's conflict-o

3. Medical Director Agreements. Transition all thirty-eight (38) medical director agreements to fair-market-value-compliant compensation levels with documented hours and duties, utilizing the revised Independent Contractor / Medical Director Agreement Template. Compensation levels should be established based on Northbridge Valuation Advisors FMV opinions and published benchmark data.

4. Lakeview Legacy Agreements. Complete the re-papering of all Lakeview legacy physician employment agreements, medical director agreements, and office leases using the revised templates developed during this engagement.

5. ConnectiCare MSA Fee Structures. Restructure the management services agreement fee formulas for the nine (9) ConnectiCare-affiliated practices and implement referral tracking and segregation safeguards to address indirect compensation arrangement risks under the Stark Law.

6. Policy Implementation. Implement the revised Compliance Program Manual and all revised policies and procedures, including the Physician Compensation Policy, Physician Referral and Self-Referral Policy, Vendor and Third-Party Arrangement Policy, Gifts, Meals, and Entertainment Policy, Fair Market Value Determination Procedures, and Non-Monetary Remuneration and Compliance Exception Tracking Protocol. Implementation

7. Northbridge Valuation Opinions. Obtain and finalize all outstanding fair market value opinions from Northbridge Valuation Advisors LLC for the fifty-two (52) physician compensation arrangements, two (2) office leases, and the Meridian Diagnostics facility access fee arrangement. AHT should coordinate with Sandra Kilpatrick at Northbridge to ensure timely delivery of all opinions.

8. Compliance Training. Roll out mandatory compliance training to all AHT physicians, independent contractors, medical directors, and staff using the training materials delivered by C&H. AHT should document completion of training and maintain records of attendance as part of its compliance program documentation.

9. PE Exit Readiness. In light of Ridgeline Capital Partners' anticipated exit or sale process, which AHT's board designees from Ridgeline have communicated may occur in late 2024, AHT should consider its healthcare regulatory compliance posture as an integral component of its exit readiness preparations. Prospective acquirers and their counsel will likely conduct extensive healthcare regulatory due diligence, and th

6. Scope Limitations and Disclaimers C&H wishes to note the following limitations on the scope of the engagement and the deliverables provided: The engagement was limited to the scope set forth in the Engagement Letter dated January 30, 2023. C&H's analysis was based on documents, data, and information provided by AHT, including materials produced in response to the Document Request List transmitted by C&H on Februar

7. Billing and Fees Final billing statements for the engagement will be transmitted separately under the billing terms and procedures established in the Engagement Letter. The billing rates applicable to the engagement team members were as follows: The original fee estimate for the engagement, as set forth in the Engagement Letter, was a range of $475,000 to $625,000. Invoicing has been conducted on a monthly basis,

8. Document Retention Calderwood & Harkness will retain all engagement files, including both paper and electronic records, in accordance with the Firm's standard document retention policy. Specifically, client files and C&H work product relating to this engagement will be maintained for a period of ten (10) years from the date of engagement closure — that is, through July 12, 2033 — unless AHT requests the earlier re

9. Ongoing Matters and Future Engagement This letter confirms the closure of Calderwood & Harkness Matter Number 1010-00003. Calderwood & Harkness's representation of Arbor Health Technologies Inc. in this matter has concluded as of July 12, 2023. Upon the closing of this matter, the attorney-client relationship between C&H and AHT with respect to this engagement is terminated. C&H does not currently represent AHT in

10. Closing On behalf of the entire Calderwood & Harkness engagement team, I wish to express our sincere appreciation for the opportunity to serve Arbor Health Technologies Inc. and its leadership in connection with this important engagement. The depth and complexity of the work required the sustained collaboration and commitment of many individuals across AHT's organization, and we are grateful for the professionali