Contract analysis

1. Introduction and Authorization Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Arbor Health Technologies Inc. ("AHT" or the "Company") to conduct a comprehensive self-assessment and remediation of physician compensation arrangements, referral relationships, and vendor contracts under the federal Anti-Kickback Statute ("AKS"), 42 U.S.C. § 1320a-7b, and the P

2. Description of the Client For purposes of this engagement, the client is Arbor Health Technologies Inc., a Delaware corporation headquartered in Cambridge, Massachusetts. AHT's operations, organizational structure, and financial profile are material to the scope and complexity of this engagement, and we summarize our understanding of the relevant facts below. Clinical Operations. AHT operates a network of twenty-t

3. Scope of Engagement The scope of this engagement encompasses the following categories of legal services, each of which is described in greater detail below. Calderwood & Harkness's work will be guided by the objective of identifying, analyzing, and recommending remediation of compliance risks arising under the AKS, Stark Law, and applicable state healthcare fraud and abuse statutes, with the goal of enabling AHT t

4. Matters Outside the Scope of This Engagement To ensure clarity regarding the boundaries of this engagement, Calderwood & Harkness wishes to identify expressly the following matters that are not within the scope of the Firm's representation under this engagement letter: (a) Government Investigations and Enforcement Proceedings. This engagement does not include representation of AHT in any government investigation,

5. Engagement Team The following attorneys will staff this engagement, and AHT may direct communications regarding the engagement to any of the team members identified below: Miriam Calloway, Partner — Responsible Partner. Ms. Calloway leads the Healthcare & Life Sciences practice group in the Firm's Boston office. Ms. Calloway will have overall supervisory responsibility for the engagement, including final review an

6. Fees and Billing 6.1 Billing Rates The current standard hourly billing rates for the members of the engagement team are as follows: In the event that additional attorneys or paraprofessionals are assigned to the engagement, their applicable billing rates will be communicated to AHT prior to the commencement of their work. Billing rates are subject to annual adjustment, typically effective January 1 of each calenda

7. Client Responsibilities The effective and efficient completion of this engagement will require AHT's active cooperation and participation. AHT agrees to the following responsibilities in connection with this engagement: (a) Primary Client Contacts. AHT designates Patricia Yamamoto, General Counsel, and Derek Huang, Chief Compliance Officer, as the primary client contacts for purposes of this engagement. Calderwood

8. Confidentiality and Privilege All communications between Calderwood & Harkness and AHT in connection with this engagement, including all oral and written communications, memoranda, reports, analyses, risk matrices, and other work product generated by the Firm, are intended to be protected by the attorney-client privilege and the work product doctrine. The protections afforded by these doctrines are valuable and, o

9. Document Retention Calderwood & Harkness will maintain engagement files in accordance with the Firm's document retention policies, as set forth in greater detail in Attachment A (Standard Terms of Engagement). Upon completion of the engagement, Calderwood & Harkness will retain client files for a period of seven (7) years following the engagement close date, after which files may be destroyed in accordance with th

10. Conflicts of Interest Prior to accepting this engagement, Calderwood & Harkness conducted a comprehensive conflicts check covering the following entities and individuals: Arbor Health Technologies Inc.; Ridgeline Capital Partners Fund IV, L.P.; Ridgeline Capital Advisors LLC; Lakeview Medical Associates, P.C.; Meridian Diagnostics LLC; Pinnacle Laboratory Services Inc.; ConnectiCare Physicians Network, LLC; Coven

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. No specific reason or cause is required for termination. In the event of termination by either party, AHT will remain responsible for payment of all professional fees and out-of-pocket expenses incurred through the date of termination. Calderwood & Harkness will render a final invoice for all unbilled fees a

12. Limitation of Engagement / No Guarantee of Outcome This engagement is limited to the scope described in this letter and does not constitute an undertaking to provide legal advice on matters outside that scope. AHT acknowledges and agrees that Calderwood & Harkness is not serving as AHT's general counsel or as AHT's compliance officer, and that the Firm's role is limited to providing legal advice and recommendatio

13. Governing Law This engagement letter, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.

14. Acceptance and Acknowledgment We are enthusiastic about the opportunity to assist Arbor Health Technologies Inc. with this important compliance initiative, and we look forward to working with you, Mr. Huang, and the broader AHT team. We believe that a proactive and thorough self-assessment and remediation effort will serve the Company's long-term interests and demonstrate AHT's commitment to compliance. We kindly