Contract analysis

I. PURPOSE AND SCOPE A. Purpose Statement These Fair Market Value Determination Procedures (the "Procedures") establish the standards, processes, and documentation requirements by which Arbor Health Technologies Inc. ("AHT") shall obtain, evaluate, memorialize, and periodically update fair market value ("FMV") determinations for all compensation arrangements involving actual or potential referral sources of items or

II. DEFINITIONS For purposes of these Procedures, the following terms shall have the meanings set forth below: "Anti-Kickback Statute" or "AKS" means the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b), which prohibits the knowing and willful offer, payment, solicitation, or receipt of any remuneration to induce or reward referrals of items or services reimbursable by federal healthcare programs, and the imple

III. ROLES AND RESPONSIBILITIES A. Chief Compliance Officer (Derek Huang) The Chief Compliance Officer bears overall responsibility for the day-to-day administration of these Procedures, including: (i) Maintaining the centralized FMV file repository, ensuring that complete FMV documentation is on file for every active compensation arrangement with a referral source; (ii) Classifying all new and existing arrangements

IV. CLASSIFICATION OF ARRANGEMENTS AND FMV DETERMINATION METHODS A. Arrangement Categories

1. Physician Employment Compensation This category covers all 147 W-2 employed physicians across AHT's clinic network, including the 12 physicians whose employment agreements were assumed in connection with the Lakeview Medical Associates, P.C. acquisition on August 15, 2022. The following compensation components are subject to FMV analysis under these Procedures: • Base salary • wRVU-based productivity bonuses (incl

2. Independent Contractor and Medical Director Stipends This category covers all 38 current independent contractor and medical director arrangements under which physicians provide administrative, clinical oversight, or consultative services to AHT on a non-employment basis. This category includes the 3 medical director agreements assumed in the Lakeview acquisition, which carry stipends of $45,000, $60,000, and $72,0

3. Office Space Leases This category covers all clinic space leased to or from physician tenants or physician-owned entities. This includes the 2 legacy office leases assumed in the Lakeview acquisition: the lease at 75 Belmont Street, Worcester, MA 01605, and the lease at 310 Main Street, Suite 2A, Shrewsbury, MA 01545. Under both the Stark Law space rental exception (42 C.F.R. § 411.357(a)) and the AKS space rental

4. Equipment Leases and Facility Access Agreements This category covers diagnostic imaging equipment, laboratory equipment, and other medical equipment leased to or from referral sources. This specifically includes the Meridian Diagnostics LLC facility access arrangement (pursuant to a services agreement dated March 1, 2021), which is currently structured as a per-scan fee of $185 per scan. In fiscal year 2022, AHT p

5. Management Services Fees This category covers the management services agreements administered through ConnectiCare Physicians Network, LLC, AHT's Connecticut subsidiary, with 9 independently owned physician practices in Strathmore Mutual Insurance, Connecticut area. Under these agreements, AHT provides comprehensive practice management services — including billing and collections, human resources, information tech

6. Non-Monetary Remuneration and In-Kind Benefits This category encompasses items of value provided to or received from referral sources that do not constitute cash compensation. Non-monetary remuneration requires FMV assessment to determine the market value of the item or service and to evaluate compliance with the Stark Law non-monetary compensation exception (42 C.F.R. § 411.357(k)), which permits non-monetary com

V. APPROVED BENCHMARK DATA SOURCES A. Physician Compensation Benchmarks The following data sources are approved for use in FMV determinations for physician compensation arrangements:

1. Northbridge Valuation Advisors LLC — Independent FMV Opinions. Formal written appraisal opinions prepared by Northbridge constitute the primary data source for all Tier 1 physician compensation determinations. Northbridge opinions incorporate multiple survey data sources, proprietary databases, and market intelligence to derive specialty-specific, geography-adjusted FMV ranges.

2. MGMA DataDive Physician Compensation and Production (Medical Group Management Association). Annual survey data reporting physician compensation and productivity by specialty, geographic region (including New England), practice type (single-specialty, multi-specialty, academic, hospital-employed), and practice size. AHT maintains an annual subscription to MGMA DataDive, accessible to the CCO and General Counsel.

3. SullivanCotter Physician Compensation and Productivity Survey. Annual survey data providing compensation benchmarks by specialty, region, and employment model. SullivanCotter data is particularly useful for hospital-employed and health-system-employed physician compensation analysis.

4. AMGA Medical Group Compensation and Productivity Survey (American Medical Group Association). Annual survey data from large multi-specialty medical groups, providing compensation and production data by specialty. AMGA data is a useful comparator for AHT's multi-site clinic model.

5. Additional Sources. Other physician compensation data sources may be used with the prior written approval of the General Counsel, provided that the source is a recognized, nationally published survey with a statistically significant sample size and methodology disclosure. B. Real Estate and Space Rental Benchmarks The following data sources are approved for use in FMV determinations for office space leases:

1. Northbridge Valuation Advisors LLC — Independent Appraisal Opinions. Formal written appraisal opinions for real estate rentals, utilizing comparable rental transaction data, income capitalization analysis, and market surveys.

2. Hollowell Corporation / Pinnacle Software Market Data. Commercial real estate market data for comparable medical office space in the relevant geographic submarket. Larkspur Enterprises data provides rental rate benchmarks, vacancy rates, and comparable lease transaction information.

3. Local Commercial Real Estate Broker Opinions of Value. Written opinions of fair rental value from independent commercial real estate brokers with knowledge of the local market. Broker opinions must be obtained from brokers who are independent of both AHT and the physician tenant or landlord, and must be provided in writing.

4. Applicable State or Metropolitan Area Commercial Rental Surveys. Published rental surveys for the relevant metropolitan statistical area or state, including surveys published by commercial real estate industry associations or research firms. C. Equipment Rental Benchmarks The following data sources are approved for use in FMV determinations for equipment leases and facility access arrangements:

1. Northbridge Valuation Advisors LLC — Independent Appraisal Opinions. Formal written appraisal opinions for equipment rentals, incorporating equipment cost, useful life, depreciation, and market rental comparable data.

2. Equipment Manufacturer Suggested Retail Pricing and Lease Rate Factors. Manufacturer-published pricing for the equipment at issue, together with published or quoted lease rate factors, which can be used to derive a market rental rate.

3. Industry Equipment Leasing Databases and Comparable Transaction Data. Published databases and industry surveys reporting lease rates for comparable medical equipment, including diagnostic imaging equipment, laboratory equipment, and other relevant categories. D. Management Services Fee Benchmarks The following data sources are approved for use in FMV determinations for management services fee arrangements:

1. Northbridge Valuation Advisors LLC — Independent Opinions. Formal written FMV opinions for management services fees, incorporating market data for comparable physician practice management services.

2. Physician Practice Management Services Industry Surveys. Published surveys reporting management fees charged by physician practice management companies, including surveys published by industry associations and consulting firms.

3. Comparable MSA Transaction Data from Healthcare M&A Databases. Transaction data from healthcare mergers and acquisitions databases (such as Ashgrove & Co. or Westmark & Co. databases) reporting management fee structures in comparable transactions.

4. Cost-Plus Analysis. Analysis based on AHT's actual costs to provide management services (including personnel costs, technology costs, overhead allocation, and a reasonable margin), compared to the management fee charged, to assess whether the fee structure reflects FMV for the services rendered. E. Restrictions on Benchmark Use The following restrictions apply to the use of benchmark data in all FMV determinations

VI. FMV DETERMINATION PROCESS A. New Arrangements The following step-by-step process shall be followed for all new compensation arrangements with referral sources: Step 1: Arrangement Initiation The requesting department head or clinic administrator completes an FMV Determination Request Form (Appendix A) and submits it to the CCO. The FMV Determination Request Form requires the following information: • A narrative d

VII. PERIODIC REFRESH SCHEDULE A. Mandatory Refresh Intervals The following table sets forth the maximum interval between FMV determinations for each arrangement category, together with the trigger events that require an interim FMV refresh before the next scheduled refresh date: The CCO is responsible for maintaining a FMV Refresh Schedule Dashboard (Appendix F) tracking the current FMV determination date, the next