Contract analysis

I. PURPOSE AND SCOPE A. Purpose This Physician Compensation Policy (the "Policy") establishes uniform, enterprise-wide standards to ensure that all physician compensation arrangements entered into by Arbor Health Technologies Inc. ("AHT" or the "Company") satisfy fair market value ("FMV") and commercial reasonableness requirements under applicable federal and state law. The promulgation of this Policy reflects AHT's

1. Stark Law and Anti-Kickback Statute Compliance. Establish and document compensation-setting processes that ensure all physician compensation arrangements satisfy the requirements of the federal Physician Self-Referral Law (the "Stark Law," 42 U.S.C. § 1395nn) and the federal Anti-Kickback Statute (the "AKS," 42 U.S.C. § 1320a-7b(b)), including applicable exceptions and safe harbors thereunder.

2. Safe Harbor and Exception Compliance. Ensure that physician compensation arrangements are structured to qualify for applicable safe harbors under 42 C.F.R. § 1001.952 and Stark Law exceptions under 42 C.F.R. § 411.350 et seq., with particular attention to the employment exception (42 C.F.R. § 411.357(c)), personal services exception (42 C.F.R. § 411.357(d)), fair market value exception (42 C.F.R. § 411.357(l)), an

3. Modernization Rule Compliance. Ensure compliance with the CMS Stark Law Modernization Final Rule (85 Fed. Reg. 77492, effective January 19, 2021) and the AKS Safe Harbor Modernization Final Rule (85 Fed. Reg. 77684, effective January 19, 2021), including the revised definitions of FMV and commercial reasonableness codified therein, and the new value-based enterprise exceptions and safe harbors.

4. State Law Compliance. Address applicable state anti-kickback and referral fee statutes in each jurisdiction in which AHT operates, including Massachusetts General Laws Chapter 175H, Section 3 (M.G.L. c. 175H, § 3), which extends anti-kickback prohibitions to all-payer arrangements (not only federal healthcare program patients), and Connecticut General Statutes Section 20-7a(d) (Conn. Gen. Stat. § 20-7a(d)), which

5. Remediation of Identified Compliance Gaps. Respond to and remediate the specific findings and recommendations set forth in the compliance gap assessment conducted by Grayson Whitaker & Associates LLP (Report No. GW-AHT-2022-Final, dated December 12, 2022), and the self-assessment engagement conducted by Calderwood & Harkness LLP (January 30, 2023 – July 12, 2023, Matter No. 1010-00003). Those engagements identifie

1. W-2 Physician Employment Agreements. All employment agreements between AHT and physicians employed by the Company on a full-time, part-time, or per-diem basis. As of the effective date of this Policy, AHT employs approximately 147 physicians under W-2 employment agreements across its 23 clinic locations.

2. Independent Contractor Physician Agreements. All independent contractor agreements between AHT and physicians providing clinical, administrative, supervisory, or other services on a contract basis. As of the effective date of this Policy, AHT maintains approximately 38 independent contractor physician arrangements, including medical director agreements.

3. Legacy Lakeview Medical Associates Arrangements. All physician compensation arrangements originally entered into by Lakeview Medical Associates, P.C. and assumed by AHT in connection with the August 15, 2022 asset acquisition of Lakeview Medical Associates, P.C. (aggregate purchase price: $11.4 million). These include 14 employment agreements (12 employment and 2 independent contractor) and 3 medical director agre

4. ConnectiCare Physicians Network Arrangements. Any physician compensation arrangements entered into through ConnectiCare Physicians Network, LLC, or otherwise involving AHT-managed practices operating under the ConnectiCare brand or management services agreement structure.

5. On-Call Arrangements. All arrangements under which AHT compensates physicians for on-call coverage, whether through fixed stipends, per-call payments, or other compensation methodologies.

6. Teaching and Supervision Stipends. All arrangements under which AHT compensates physicians for teaching, mentoring, precepting, or supervising medical students, residents, fellows, or other trainees.

7. Administrative Compensation. All arrangements under which AHT compensates physicians for administrative duties, committee participation, utilization review, peer review, credentialing, or other non-clinical activities.

8. Productivity Bonuses and Quality Incentive Compensation. All productivity-based bonus structures, quality incentive payments, and value-based payment arrangements, including without limitation the Covenant Health Plans Inc. value-based incentive bonus program, under which AHT physicians received aggregate incentive payments of approximately $2.1 million in fiscal year 2022.

9. Medical Directorship Agreements. All agreements under which AHT compensates physicians for serving as medical directors of AHT clinics, departments, service lines, or programs, including arrangements across all 23 clinic locations.

10. DHS Referral Source Arrangements. Any arrangement with a physician (or an immediate family member of a physician, as defined in Section II.E below) who refers, or may refer, patients to AHT or its affiliates for designated health services ("DHS") payable by Medicare, Medicaid, or any other federal healthcare program. Given that AHT provides in-office laboratory services, diagnostic imaging services, and physical

1. Executive Officers. The Chief Executive Officer (Dr. Nathan Ellsworth), General Counsel (Patricia Yamamoto), Chief Compliance Officer (Derek Huang), Chief Financial Officer, and Chief Medical Officer.

2. Regional Medical Directors. All regional medical directors, including Dr. Vivian Chao (Regional Medical Director, Central Massachusetts), who are responsible for physician oversight and, in many cases, are themselves parties to physician compensation arrangements subject to this Policy.

3. Administrative and Operational Personnel. All individuals involved in physician recruitment, compensation negotiation, contracting, credentialing, or human resources functions, including clinic administrators, regional operations directors, and recruitment coordinators.

4. Board Compliance Committee Members. All members of the Board Compliance Committee, including the Ridgeline Capital Advisors LLC board designees: Claudia Sorrento (Managing Director) and Marcus Whitmore (Principal). The Board Compliance Committee exercises oversight authority over AHT's compliance program, including physician compensation compliance, and its members must be familiar with the standards set forth in

5. External Advisors. Calderwood & Harkness LLP (outside regulatory counsel), Northbridge Valuation Advisors LLC (independent valuation firm), and Halsted Accounting Group LLP (external auditor) each play defined roles in the physician compensation compliance framework and are expected to operate consistently with the standards set forth herein.

II. DEFINITIONS For purposes of this Policy, the following terms shall have the meanings set forth below. Capitalized terms used in this Policy and not otherwise defined herein shall have the meanings ascribed to them in the Revised AHT Compliance Program Manual (AHT-COMPL-2023-001) or, where applicable, the meanings set forth in the relevant statutory or regulatory provisions. A. Fair Market Value (FMV) "Fair Market

1. Clinical laboratory services

2. Physical therapy, occupational therapy, and outpatient speech-language pathology services

3. Radiology and certain other imaging services (including MRI, CT, and ultrasound)

4. Radiation therapy services and supplies

5. Durable medical equipment and supplies

6. Parenteral and enteral nutrients, equipment, and supplies

7. Prosthetics, orthotics, and prosthetic devices and supplies

9. Outpatient prescription drugs

10. Inpatient and outpatient hospital services AHT DHS Provision. AHT currently provides in-office clinical laboratory services, diagnostic imaging services (including X-ray and ultrasound), and physical therapy services at multiple clinic locations. All of these services constitute DHS under the Stark Law. Accordingly, compensation arrangements with physicians who refer patients for these services at AHT clinics are

III. REGULATORY FRAMEWORK This Section summarizes the principal federal and state laws governing physician compensation arrangements and provides the regulatory context for the standards and procedures set forth in this Policy. All AHT personnel involved in physician compensation matters are expected to understand these legal requirements. This summary is not intended to be exhaustive; specific legal questions should

1. Self-Referral Prohibition The Stark Law prohibits a physician from making referrals for DHS payable by Medicare or Medicaid to an entity with which the physician (or an immediate family member of the physician) has a financial relationship, unless an applicable exception is satisfied. A "financial relationship" includes both ownership or investment interests and compensation arrangements. The Stark Law is a strict

2. Key Exceptions Relevant to Physician Compensation The Stark Law provides several exceptions that are directly relevant to AHT's physician compensation arrangements: • Employment Exception (42 C.F.R. § 411.357(c)). Permits compensation paid by an employer to a physician who has a bona fide employment relationship with the employer, provided that the compensation is (i) paid for identifiable services, (ii) consisten

3. Cross-Cutting Requirements All Stark Law exceptions applicable to physician compensation share several common requirements that are central to this Policy: • Compensation must be consistent with FMV. • Compensation must not be determined in a manner that takes into account the volume or value of referrals for DHS. • The arrangement must be in writing and signed by the parties. • The compensation must be for specif

1. Prohibition on Remuneration to Induce Referrals The AKS prohibits the knowing and willful offer, payment, solicitation, or receipt of any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward the referral of patients for, or the purchasing, leasing, ordering, or arranging for or recommending purchasing, leasing, or ordering of,

2. Key Safe Harbors The AKS provides regulatory safe harbors that, if fully satisfied, protect an arrangement from prosecution under the statute. The safe harbors most relevant to AHT's physician compensation arrangements include: • Employment Safe Harbor (42 C.F.R. § 1001.952(i)). Protects amounts paid by an employer to a bona fide employee for employment in the provision of covered items or services, provided that

1. Massachusetts Anti-Kickback Law Massachusetts General Laws Chapter 175H, Section 3 (M.G.L. c. 175H, § 3) prohibits the payment or acceptance of any fee, kickback, or consideration for the referral of patients. Critically, unlike the federal AKS, the Massachusetts anti-kickback statute applies to all-payer arrangements — not only to patients covered by federal healthcare programs. This means that physician compensa

2. Connecticut Referral Fee Prohibition Connecticut General Statutes Section 20-7a(d) (Conn. Gen. Stat. § 20-7a(d)) prohibits physicians and other healthcare providers from paying or receiving compensation for the referral of patients. This prohibition applies to AHT's 4 Connecticut clinics and to physician compensation arrangements entered into through ConnectiCare Physicians Network, LLC or under the ConnectiCare m

3. Rhode Island and New Hampshire While Rhode Island and New Hampshire do not have state anti-kickback statutes that are as expansive as the Massachusetts statute, physician compensation arrangements at AHT's clinics in those states remain subject to the federal Stark Law and AKS requirements. AHT applies the same FMV and commercial reasonableness standards to arrangements in all four states as a matter of corporate

IV. APPROVED BENCHMARK SOURCES AND VALUATION METHODOLOGY A. Primary Benchmark Sources AHT utilizes the following primary benchmark sources for the assessment and validation of physician compensation FMV. These sources have been selected based on their national recognition, methodological rigor, data breadth, and acceptance by federal enforcement authorities and courts as reliable indicators of FMV for physician compe

1. Independent Third-Party Fair Market Value Opinions — Northbridge Valuation Advisors LLC Northbridge Valuation Advisors LLC ("Northbridge") serves as AHT's primary independent valuation firm for purposes of rendering FMV opinions on physician compensation arrangements. Northbridge was retained in February 2023 at the recommendation of Calderwood & Harkness LLP following the identification of significant FMV documen

2. MGMA DataDive Provider Compensation Data The Medical Group Management Association ("MGMA") DataDive Provider Compensation data set is a nationally recognized survey of physician compensation that provides compensation benchmarks by specialty, geographic region, practice type, and percentile ranking. MGMA data is widely used in the healthcare industry and is accepted by CMS, the OIG, and courts as a reliable source

3. SullivanCotter Physician Compensation and Productivity Survey The SullivanCotter Physician Compensation and Productivity Survey is a nationally recognized supplemental benchmark source that provides physician compensation data by specialty, organizational type, and geographic region. AHT uses SullivanCotter data as a supplemental or confirmatory benchmark source, particularly for specialty-specific compensation an

1. Market Approach. The market approach determines FMV by reference to comparable arm's-length transactions in the relevant market. For physician compensation, this typically involves comparison to physician compensation survey data (MGMA, SullivanCotter) for the applicable specialty, geographic region, and practice type. The market approach is the most commonly used methodology for physician employment and independe

2. Income Approach. The income approach determines FMV based on the economic benefit that the arrangement is expected to generate. For physician compensation, this may involve a discounted cash flow analysis or a productivity-based analysis that correlates compensation to the revenue or value generated by the physician's personally performed services. The income approach must be used with caution to ensure that it do

3. Cost Approach. The cost approach determines FMV based on the cost of replacing the services to be performed. For physician compensation, the cost approach is most commonly applied using a time-and-effort methodology, particularly for medical director and administrative service arrangements, where the FMV is calculated based on the number of hours required to perform the duties multiplied by an appropriate hourly r

4. Hybrid Approaches. In some cases, a combination of market, income, and cost approaches may be appropriate. For example, a medical director arrangement may be valued using a cost approach (time-and-effort methodology) with the hourly rate validated against market approach data (MGMA/SullivanCotter medical director compensation surveys). Referral Exclusion. Regardless of the methodology used, FMV valuations must not

V. COMPENSATION STRUCTURE STANDARDS A. Employed Physician Compensation (147 W-2 Physicians)

1. Base Salary Base salary for employed physicians must be set within the FMV range for the physician's specialty, geographic region (New England), and experience level, as determined by reference to the approved benchmark sources described in Section IV.A. The base salary component of physician compensation is subject to the following requirements: • Base salary must be expressed as a fixed annual amount, payable in

2. Productivity-Based Compensation Productivity bonuses tied to personally performed services are a permissible component of employed physician compensation, subject to the following requirements: • Productivity bonuses must be measured by work Relative Value Units ("wRVUs") attributable to services personally performed by the physician. The use of wRVUs as the productivity metric is consistent with the Stark Law emp

3. Quality and Value-Based Incentive Compensation Bonuses tied to quality metrics, patient satisfaction scores, or value-based care objectives are a permissible component of employed physician compensation, provided they are structured to comply with the following requirements: • Quality and value-based incentive bonuses must be tied to bona fide, objective, and measurable quality metrics or value-based care objectiv

4. Benefits and Perquisites The value of benefits and perquisites provided to employed physicians is included in the total compensation analysis for FMV purposes. Accordingly, the following standards apply: • Standard employer-provided benefits, including health insurance, dental and vision coverage, retirement plan contributions (401(k) match or defined contribution), continuing medical education ("CME") allowances,

1. Fixed Compensation Requirement All independent contractor and medical director compensation must be structured as a fixed amount, set in advance, and must not vary based on the volume or value of referrals. This requirement is fundamental to satisfying both the Stark Law personal services exception and the AKS personal services and management contracts safe harbor. Specifically: • Compensation must be expressed as

2. Specification of Services and Hours Each independent contractor and medical director agreement must specify with particularity the services to be performed and the time commitment expected: • The agreement must describe the exact nature of the duties to be performed, categorized by type (e.g., clinical services, administrative oversight, quality improvement, committee participation, regulatory compliance, staff tr

3. Medical Director Arrangements — Specific Standards Medical directorship arrangements present particular compliance risk due to the potential for inflated compensation, vague duty descriptions, and insufficient documentation of hours actually worked. The Calderwood & Harkness self-assessment and the Grayson Whitaker gap assessment both identified significant deficiencies in AHT's medical director compensation pract

1. Referral-Based Compensation. Compensation that directly or indirectly takes into account the volume or value of referrals for DHS, including compensation that is correlated with, adjusted based on, or contingent upon the number of patients referred for laboratory services, diagnostic imaging, physical therapy, or other DHS provided by AHT or its affiliates.

2. Ancillary Service Referral Bonuses. Compensation contingent upon a physician's referral of patients to AHT-owned or AHT-operated ancillary services, including in-office laboratory services, diagnostic imaging services, and physical therapy services.

3. Per-Click, Per-Referral, or Per-Order Fees. Compensation structured as a per-click, per-referral, or per-order fee that does not satisfy applicable Stark Law exception and AKS safe harbor requirements. Such structures create a direct financial incentive to increase referral volume and are strongly disfavored by CMS and the OIG.