Contract analysis

I. PURPOSE AND BACKGROUND The purpose of this Gifts, Meals, and Entertainment Policy (this "Policy") is to establish clear, comprehensive, and enforceable standards governing the giving and receiving of gifts, meals, entertainment, educational sponsorships, travel, and other items of value between Arbor Health Technologies Inc. ("AHT" or the "Company") personnel and referral sources, vendors, pharmaceutical and medic

II. SCOPE AND APPLICABILITY A. Covered Personnel This Policy applies to all individuals who perform services for, on behalf of, or at the direction of Arbor Health Technologies Inc., regardless of their employment classification, title, or location. Covered personnel include, without limitation, the following categories: (a) All AHT Employees. This Policy applies to all approximately 1,340 total employees of AHT, inc

III. DEFINITIONS A. Key Terms For purposes of this Policy, the following terms have the meanings set forth below: "Gift" means any item of value provided to or received from a third party, including but not limited to tangible goods, gift cards, tickets, technology, software, equipment, and services provided at no cost or below fair market value. The term "Gift" shall be construed broadly to include any transfer of v

IV. REGULATORY FRAMEWORK This Section provides an overview of the principal federal and state laws and regulations that form the legal basis for this Policy. All AHT covered personnel should be familiar with these legal requirements, and should direct questions regarding their application to the Chief Compliance Officer or General Counsel. A. Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) The federal Anti-Ki

V. DOLLAR THRESHOLDS AND LIMITS A. Per-Occurrence and Annual Aggregate Limits This Section establishes the specific dollar thresholds and limits applicable to each category of gift, meal, entertainment, and other item of value governed by this Policy. All dollar amounts are stated in United States dollars. Where applicable, annual aggregate limits are aligned with the Stark Law non-monetary remuneration exception thr

1. Gifts To/From Referral Sources (a) Per-Item Limit. No single gift to or from a referral source shall exceed $25.00 in value (or estimated fair market value, if not purchased). (b) Annual Aggregate Limit. The aggregate value of all gifts, meals, and other items of value exchanged with any single referral source (or any single physician associated with a referral source) shall not exceed $459 per calendar year (CY20

2. Meals. (a) Per-Person Meal Limit (Referral Sources and Vendors). Business meals with referral sources or vendors shall not exceed $50.00 per person per occasion. This limit includes the cost of food, beverages, tax, and gratuity attributable to each individual attendee. (b) Legitimate Business Purpose. All meals must have a legitimate, documented business purpose and must be modest in nature. Lavish or extravagant

3. Gifts To/From Vendors (Non-Referral Sources) (a) Per-Item Limit. No single gift to or from a vendor that is not a referral source shall exceed $100.00 in value. (b) Annual Aggregate Limit. The aggregate value of all gifts exchanged with any single non-referral-source vendor shall not exceed $250.00 per calendar year. (c) General Utility. Items must be of general utility and must not be targeted to influence purcha

4. Entertainment. (a) Referral Sources. Entertainment involving referral sources is prohibited as a general matter, as set forth in Section VI of this Policy. No dollar threshold applies because the activity itself is not permitted. (b) Vendors (Non-Referral Sources). Entertainment involving vendors that are not referral sources requires prior written approval from both the Chief Compliance Officer and the General Co

VI. ENTERTAINMENT POLICY A. General Prohibition with Referral Sources AHT personnel shall not provide entertainment to referral sources or their immediate family members. This prohibition includes, without limitation, tickets to sporting events, golf outings, concert tickets, theater tickets, recreational excursions, spa treatments, hunting or fishing trips, and any other social or recreational activities. AHT person

VII. CONTINUING MEDICAL EDUCATION (CME) AND EDUCATIONAL SPONSORSHIPS A. General Principles Continuing medical education is vital to the professional development of AHT's physicians and clinical staff, and the Company encourages participation in high-quality CME activities. However, the intersection of CME sponsorship and referral relationships presents significant compliance risks, particularly under the AKS and Star

VIII. PHARMACEUTICAL AND MEDICAL DEVICE REPRESENTATIVE INTERACTIONS A. On-Site Representative Visits Pharmaceutical and medical device representatives play a role in providing information about products relevant to patient care. However, interactions with such representatives must be carefully managed to ensure compliance with applicable law and this Policy. The following requirements apply: (a) Appointment Required.

IX. APPROVAL AND PRE-CLEARANCE REQUIREMENTS This Section establishes a tiered approval framework designed to ensure appropriate oversight of all gifts, meals, entertainment, and items of value governed by this Policy. The approval tiers are structured to provide flexibility for low-risk, routine interactions while requiring progressively more senior review for higher-risk activities. A. Items Requiring No Pre-Approva

X. STATE-SPECIFIC REQUIREMENTS In addition to federal law, AHT's operations are subject to state anti-kickback, referral fee, and gift restriction laws in each state in which the Company operates. This Section summarizes the key state-specific requirements applicable to AHT. Where a state law imposes a more restrictive standard than this Policy or federal law, the more restrictive standard governs. A. Massachusetts (

XI. DOCUMENTATION AND RECORDKEEPING A. Gift and Meal Log All gifts, meals, entertainment (where permitted), and other items of value given to or received by AHT covered personnel must be documented in the centralized tracking system maintained by the CCO's office. Timely and accurate documentation is essential to the Company's ability to monitor compliance with the dollar thresholds and annual aggregate limits establ

XII. REPORTING VIOLATIONS AND ENFORCEMENT A. Reporting Obligations Any AHT employee, physician, independent contractor, or medical director who becomes aware of a potential violation of this Policy — whether by their own conduct or by the conduct of another covered person — must promptly report the potential violation. Reports may be made through any of the following channels: (a) Directly to the CCO. Reports may be

XIII. TRAINING REQUIREMENTS All AHT covered personnel — including approximately 1,340 employees, all 147 employed physicians, and all 38 independent contractors and medical directors — must complete training on this Policy within thirty (30) days of its effective date (i.e., by July 31, 2023). New hires and new independent contractors or medical directors commencing engagement after the effective date of this Policy