1010-00003 · Arbor Health Technologies Inc · Correspondence

letter-to-linden-pryor-re-meridian.docx DOCUMENT Funds

9 / 35 ← → ✕

CONFIDENTIAL — SETTLEMENT AND NEGOTIATION PURPOSES ONLY

CALDERWOOD & HARKNESS LLP Attorneys at Law

One Federal Street, 30th Floor Boston, MA 02110 Telephone: (617) 458-3200 Facsimile: (617) 458-3201 www.calderwoodharkness.com

Matter No.: 1010-00003

May 22, 2023

VIA EMAIL AND FIRST CLASS MAIL

Thomas Beckett, Esq. Partner Linden & Pryor LLP 750 Main Street, Suite 1400 Hartford, CT 06103

Re: Proposed Restructuring of Facility Access Agreement between Arbor Health Technologies Inc. and Meridian Diagnostics LLC; Existing Services/Facility Access Agreement dated March 1, 2021

Dear Mr. Beckett:

I. Introduction and Purpose of This Letter

This firm represents Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 200 Concord Avenue, Suite 400, Cambridge, MA 02138, in connection with the matters described herein. It is our understanding that your firm, Linden & Pryor LLP, represents Meridian Diagnostics LLC ("Meridian"), a Connecticut limited liability company with its principal office at 88 Trumbull Street, Hartford, CT 06103, in connection with its contractual arrangements with AHT and related matters.

The purpose of this letter is to transmit to you, on behalf of AHT, a proposed restructured Facility Access Agreement (the "Proposed Agreement"), a copy of which is enclosed herewith, intended to replace the existing services and facility access agreement dated March 1, 2021 (the "Current Agreement") currently governing the relationship between AHT and Meridian. We write to explain the basis for the proposed restructuring, to describe the principal terms of the Proposed Agreement, and to invite Meridian and its counsel to engage in a collaborative discussion regarding the implementation of a revised arrangement that serves the interests of both parties.

The proposed restructuring arises in connection with a comprehensive self-assessment that AHT has been conducting, with the assistance of this firm, of AHT's physician compensation arrangements, referral relationships, and vendor contracts. This self-assessment evaluates these arrangements with respect to compliance with the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) (the "AKS"), and the federal Physician Self-Referral Law, 42 U.S.C. § 1395nn (commonly known as the "Stark Law"), as well as applicable state healthcare fraud and abuse statutes. The self-assessment process commenced in January 2023, and interim findings were presented to AHT's Board of Directors and senior compliance leadership on April 18, 2023. The Current Agreement between AHT and Meridian was identified during that process as an arrangement warranting restructuring to better align with applicable regulatory requirements.

At the outset, we wish to emphasize that AHT's objective in proposing this restructuring is to preserve and strengthen the ongoing relationship between AHT and Meridian to the mutual benefit of both parties, while bringing the arrangement into full compliance with applicable federal and state healthcare fraud and abuse laws. AHT values Meridian's diagnostic imaging capabilities, the quality of the services Meridian provides to AHT's patient population, and the productive working relationship the parties have maintained since the inception of the Current Agreement. This letter and the enclosed Proposed Agreement are offered in a spirit of cooperation, and AHT looks forward to working with Meridian and its counsel to finalize a restructured arrangement that is acceptable to both parties.

II. Background — The Current Arrangement

To provide context for the proposed restructuring, we summarize below the material terms and operative structure of the Current Agreement, as well as certain facts bearing on the compliance analysis.

Under the Current Agreement, dated March 1, 2021, Meridian provides mobile MRI and advanced diagnostic imaging services at four AHT clinic locations situated in Connecticut and Massachusetts. Meridian deploys its equipment and qualified imaging technologists to these clinic sites on a scheduled basis, utilizing designated examination rooms, utility connections, and ancillary clinic infrastructure provided by AHT. In consideration for access to AHT's clinic facilities — including physical space, utilities, scheduling support, and related operational accommodations — Meridian pays AHT a per-scan facility access fee of one hundred eighty-five dollars ($185.00) per scan performed at any AHT clinic location.

During fiscal year 2022, Meridian performed approximately 4,200 diagnostic imaging scans at the four AHT clinic locations. At the contractual rate of $185.00 per scan, these scans resulted in aggregate facility access fees of approximately $777,000 paid by Meridian to AHT over the course of the fiscal year. This figure represents the total compensation flowing from Meridian to AHT under the Current Agreement for the period in question.

Concurrently, during the same fiscal year 2022 period, AHT physicians — both employed and contracted — generated approximately $2.8 million in referrals to Meridian for diagnostic imaging services. These referrals encompassed MRI, CT, and other advanced imaging modalities that Meridian provides at the AHT clinic locations. AHT's physician network represents a significant source of Meridian's patient volume at these locations, and the referral relationship is a material component of the overall arrangement between the parties.

We also note, for purposes of this analysis, Meridian's ownership structure. As reflected in Meridian's operating agreement and public filings, Meridian is owned by Dr. Franklin Osei, who holds a sixty percent (60%) managing membership interest and serves as Meridian's principal radiologist and managing member, and Gerald Pratt, who holds a forty percent (40%) non-physician membership interest. Dr. Osei's status as a licensed physician and his role in the provision of imaging services are relevant to the regulatory analysis discussed below.

The combination of these elements — the referral relationship between AHT-employed and contracted physicians and Meridian's imaging services, the facility access fee flowing from Meridian to AHT, and the volume-dependent nature of that fee — implicates the requirements of both the AKS and the Stark Law. It is these compliance implications that motivate the proposed restructuring, as we discuss in the following section.

III. Compliance Concerns with the Current Per-Scan Fee Structure

AHT's self-assessment identified the per-scan fee structure of the Current Agreement as presenting material compliance risk under both the AKS and the Stark Law, as well as under applicable Connecticut state law. We summarize the principal areas of concern below. While this letter does not purport to provide an exhaustive legal analysis, and AHT does not concede that any violation of law has occurred, the regulatory risks identified are sufficiently significant that AHT believes a restructured arrangement is warranted and appropriate.

A. Anti-Kickback Statute Analysis

The AKS, codified at 42 U.S.C. § 1320a-7b(b), prohibits the knowing and willful solicitation, receipt, offer, or payment of any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward referrals of items or services for which payment may be made in whole or in part under a federal healthcare program, including Medicare and Medicaid. Violations of the AKS may result in criminal penalties, including imprisonment of up to ten years and fines of up to $100,000 per violation, as well as civil monetary penalties, treble damages, and exclusion from participation in federal healthcare programs. The AKS is a criminal intent-based statute, and the standard of intent — "knowing and willful" — has been interpreted broadly by courts to encompass arrangements where one purpose of the remuneration is to induce or reward referrals, even if there are other legitimate purposes. See United States v. Greber, 760 F.2d 68 (3d Cir. 1985); United States v. Borrasi, 639 F.3d 774 (7th Cir. 2011).

The per-scan fee structure under the Current Agreement causes the aggregate compensation paid by Meridian to AHT to vary directly and proportionally with the volume of diagnostic imaging scans performed at AHT clinic locations. Because the scans giving rise to the facility access fees are in substantial part generated by referrals from AHT physicians to Meridian, the total compensation flowing from Meridian to AHT is functionally tethered to the volume and value of referrals between the parties. As scan volume increases — whether as a result of increased referrals from AHT physicians or otherwise — the aggregate facility access fees paid to AHT increase correspondingly. Conversely, if referral volume declines, the fees paid to AHT decline. This creates an inherent financial incentive for AHT to maintain or increase the flow of referrals to Meridian, as doing so directly increases the compensation AHT receives under the Current Agreement.

The U.S. Department of Health and Human Services Office of Inspector General ("OIG") has recognized a number of safe harbors that, if all elements are satisfied, protect arrangements from prosecution under the AKS. Two safe harbors are potentially applicable to the Current Agreement: the space rental safe harbor, codified at 42 C.F.R. § 1001.952(b), and the equipment rental safe harbor, codified at 42 C.F.R. § 1001.952(c).

The space rental safe harbor requires, among other elements, that:

(i) the lease arrangement be set out in writing and signed by the parties;

(ii) the agreement specify the premises covered by the lease;

(iii) if the lease is intended to provide the lessee with access to the premises for periodic intervals of time, rather than on a full-time basis, the lease specify exactly the schedule of such intervals, their precise length, and the exact rent for such intervals;

(iv) the term of the lease be for not less than one year;

(v) the aggregate rental charge be set in advance, be consistent with fair market value in arm's-length transactions, and not be determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the parties for which payment may be made in whole or in part under a federal healthcare program; and

(vi) the aggregate space rented does not exceed that which is reasonably necessary to accomplish the commercially reasonable business purpose of the rental.

See 42 C.F.R. § 1001.952(b). The equipment rental safe harbor at 42 C.F.R. § 1001.952(c) contains parallel requirements, including the critical requirement that aggregate rental charges be set in advance, be consistent with fair market value, and not be determined in a manner that takes into account the volume or value of referrals or other business generated between the parties.

A per-scan fee structure that ties the total facility access fee directly to the number of scans performed is fundamentally inconsistent with these safe harbor requirements. Because the aggregate payment to AHT increases as scan volume increases, the aggregate rental charge is neither "set in advance" in a fixed or determinable amount, nor is it structured in a manner that does not "take into account the volume or value of referrals." The OIG has repeatedly cautioned that per-unit or per-click fee arrangements in the context of referral-generating relationships present significant AKS risk. See, e.g., OIG Advisory Opinion No. 12-22 (Dec. 18, 2012); OIG Supplemental Compliance Guidance for Hospitals, 70 Fed. Reg. 4858 (Jan. 31, 2005). While certain per-unit arrangements may be permissible in limited circumstances, the specific structure of the Current Agreement — in which the per-scan fees flow to an entity whose physicians are a principal source of the very referrals generating the scans — raises heightened concerns.

Accordingly, the Current Agreement does not satisfy the space rental or equipment rental safe harbors under the AKS.

B. Stark Law Analysis

The Stark Law, codified at 42 U.S.C. § 1395nn, prohibits a physician from making referrals for designated health services ("DHS") 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. Unlike the AKS, the Stark Law is a strict liability statute — it does not require proof of intent to induce referrals. A violation occurs whenever a prohibited referral is made and the arrangement fails to satisfy all elements of an applicable exception. Violations of the Stark Law may result in denial of payment for DHS, refund obligations, civil monetary penalties of up to $15,000 per service, treble damages, and exclusion from federal healthcare programs. See 42 U.S.C. § 1395nn(g).

The diagnostic imaging services provided by Meridian — including MRI and other advanced imaging modalities — constitute DHS under the Stark Law. See 42 C.F.R. § 411.351 (defining "designated health services" to include, inter alia, radiology and certain other imaging services). AHT-employed physicians who refer patients to Meridian for these imaging services are in a compensation arrangement with AHT (their employer), and AHT in turn receives compensation from Meridian through the facility access fee under the Current Agreement. This chain of financial relationships — from referring physician to AHT to Meridian — creates a potential indirect compensation arrangement within the meaning of the Stark Law. See 42 C.F.R. § 411.354(c)(2) (defining "indirect compensation arrangement").

Under the Stark Law's indirect compensation arrangement analysis, if the compensation received by AHT from Meridian varies with, or takes into account, the volume or value of referrals from AHT physicians to Meridian, the arrangement may be subject to the Stark Law's referral prohibition unless an exception applies. The per-scan fee structure causes the compensation paid by Meridian to AHT to vary directly with scan volume, which is itself a function of referral volume.

Two Stark Law exceptions are potentially applicable: the space rental exception, codified at 42 C.F.R. § 411.357(a), and the equipment rental exception, codified at 42 C.F.R. § 411.357(b). Both exceptions require, among other elements, that:

(i) the lease arrangement be set out in writing, signed by the parties, and specify the premises or equipment covered;

(ii) the term of the lease be at least one year;

(iii) the rental charges over the term of the lease be set in advance, be consistent with fair market value, and be commercially reasonable even if no referrals were made between the parties; and

(iv) the rental charges not be determined in a manner that takes into account the volume or value of any referrals or other business generated between the parties.

See 42 C.F.R. §§ 411.357(a), (b). As with the parallel AKS safe harbors, the per-scan fee structure under the Current Agreement fails the "set in advance" requirement and the prohibition on compensation that "takes into account the volume or value of referrals." The aggregate rental charge is indeterminate at the outset of any measurement period and fluctuates based on the number of scans performed — a metric that correlates directly with referral volume from AHT physicians.

We further note that the CMS Final Rule on Stark Law Modernization, published at 85 Fed. Reg. 77492 and effective January 19, 2021, and the companion OIG Final Rule on AKS Safe Harbor Modernization, published at 85 Fed. Reg. 77684 and also effective January 19, 2021, introduced certain new exceptions and safe harbors applicable to value-based arrangements and other specified contexts. However, these modernized provisions did not alter the core requirements of the space rental and equipment rental exceptions and safe harbors. The fundamental principle — that compensation in a referral-generating relationship must not vary with the volume or value of referrals — remains intact and fully applicable to the arrangement at issue.

The Current Agreement therefore presents material Stark Law compliance risk, and the per-scan fee structure does not satisfy the requirements of the space rental or equipment rental exceptions.

C. Connecticut State Law Considerations

In addition to the federal regulatory concerns described above, the arrangement may also implicate Connecticut state law. The Connecticut referral fee prohibition, codified at Conn. Gen. Stat. § 20-7a(d), restricts the payment or receipt of compensation in connection with the referral of patients for healthcare services. Given Meridian's Connecticut domicile, the location of certain AHT clinic facilities within Connecticut, and the referral dynamics inherent in the current per-scan fee structure, this state-law provision may impose additional restrictions on the arrangement beyond those imposed by federal law.

While a comprehensive analysis of Connecticut state-law exposure is beyond the scope of this letter, AHT believes that restructuring the arrangement to a fixed-fee structure would address potential state-law concerns in addition to the federal compliance issues described above, thereby reducing regulatory risk under both Connecticut and federal law.

IV. Proposed Restructured Arrangement — Summary of Key Terms

To address the compliance concerns identified in the foregoing analysis, AHT proposes that the Current Agreement be replaced by the enclosed Proposed Agreement, which fundamentally restructures the compensation methodology from a variable per-scan fee to a fixed monthly facility rental payment. We summarize below the key structural changes reflected in the Proposed Agreement.

Compensation. The Proposed Agreement replaces the variable per-scan facility access fee of $185.00 per scan with a fixed monthly rental amount. The fixed monthly rental will be determined on the basis of an independent fair market value appraisal to be provided by Northbridge Valuation Advisors LLC ("Northbridge"), an independent healthcare valuation firm retained by AHT for this purpose. The fixed monthly rental will remain constant regardless of the number of scans Meridian performs at AHT clinic locations during any given period. Under this structure, the aggregate compensation paid by Meridian to AHT will not vary with — and will not take into account — the volume or value of referrals or other business generated between the parties.

Term. The Proposed Agreement provides for an initial term of three (3) years, with annual fair market value recertification, replacing the current rolling and indefinite term structure of the Current Agreement. A defined term ensures that the arrangement is periodically reviewed and that the rental charges continue to reflect fair market value throughout the life of the agreement, consistent with regulatory expectations.

Designated Clinic Locations. The Proposed Agreement specifically identifies each of the four AHT clinic locations at which Meridian is authorized to provide diagnostic imaging services. Each location is designated by street address, suite number, and a description of the specific examination rooms and ancillary areas to which Meridian will have access. The Proposed Agreement further includes a defined permitted use schedule specifying the days of the week and hours during which Meridian may access each designated clinic location. This specificity is designed to satisfy the safe harbor and exception requirements that the leased premises and schedule of access be precisely delineated.

FMV Certification. The Proposed Agreement includes a requirement that the fixed monthly rental be supported by an independent fair market value opinion at the inception of the arrangement and upon each annual anniversary of the effective date. This annual FMV recertification process ensures that the rental charges remain consistent with fair market value over the term of the agreement and provides a contemporaneous evidentiary basis for the reasonableness of the compensation.

Compliance Representations. The Proposed Agreement includes mutual representations by both AHT and Meridian regarding compliance with the AKS and the Stark Law. Each party represents that it will not condition, require, or request referrals of patients or business as a condition of entering into, maintaining, or renewing the facility access arrangement. These representations are designed to memorialize the parties' shared commitment to regulatory compliance and to document that the arrangement is motivated by legitimate business purposes independent of any referral considerations.

Referral Independence. The Proposed Agreement includes an express provision confirming that AHT physicians retain full independent medical judgment with respect to referrals for diagnostic imaging services. The provision further states that the facility access arrangement does not require, incentivize, or reward referrals to Meridian, and that referral decisions are to be made solely on the basis of clinical appropriateness and patient needs. This provision is intended to reinforce the structural separation between the facility access arrangement and the referral relationship, consistent with the requirements of the AKS safe harbors and Stark Law exceptions.

Taken together, the structural changes reflected in the Proposed Agreement are designed to bring the arrangement into compliance with the requirements of the Stark Law space rental and equipment rental exceptions (42 C.F.R. §§ 411.357(a), (b)) and the AKS space rental and equipment rental safe harbors (42 C.F.R. §§ 1001.952(b), (c)). Specifically, the fixed monthly rental structure ensures that aggregate compensation is set in advance, is consistent with fair market value as determined by independent appraisal, and does not vary with the volume or value of referrals or other business generated between AHT and Meridian.

V. Fair Market Value Determination Process

Central to the restructured arrangement is the establishment of a fixed monthly rental amount that reflects fair market value for the facility access provided by AHT to Meridian. AHT has retained Northbridge Valuation Advisors LLC to prepare an independent fair market value opinion for the facility access arrangement. Northbridge is a nationally recognized independent healthcare valuation firm with extensive experience in the valuation of space rental, equipment rental, and physician compensation arrangements in the healthcare industry. The engagement is being led by Sandra Kilpatrick, Managing Director, at Northbridge's principal office at 1600 Market Street, Suite 2800, Philadelphia, PA 19103.

The Northbridge FMV opinion will consider a range of factors relevant to the determination of fair market value for the facility access arrangement, including but not limited to: comparable rental rates for clinic space and equipment access in the relevant geographic markets (Connecticut and Massachusetts); the specific characteristics of the AHT clinic locations, including square footage, condition, utility infrastructure, and accessibility; the days and hours of access provided to Meridian under the permitted use schedule; the equipment and amenities included in the facility access arrangement; and prevailing market conditions for diagnostic imaging facility rentals in the applicable regions. The valuation methodology employed by Northbridge will be consistent with recognized valuation standards, including the Uniform Standards of Professional Appraisal Practice ("USPAP") and applicable guidance issued by the American Society of Appraisers and the National Association of Certified Valuators and Analysts.

AHT proposes that the fixed monthly rental amount under the Proposed Agreement be set on the basis of the Northbridge FMV opinion. AHT recognizes that Meridian may wish to obtain its own independent valuation of the facility access arrangement, and AHT welcomes and encourages Meridian to do so if it believes an independent assessment would be beneficial. AHT is prepared to share the Northbridge valuation methodology and conclusions with Meridian's counsel upon completion of the appraisal, in order to facilitate informed discussion and negotiation of the rental amount.

It is AHT's view that both parties should agree upon a rental amount that falls within a defensible fair market value range as supported by one or both parties' independent appraisals. Establishing a rental amount within such a range — rather than at a single, potentially contestable figure — will provide both AHT and Meridian with the strongest possible compliance posture and reduce the risk of regulatory challenge.

VI. Transition and Implementation

AHT recognizes that the transition from the current per-scan billing methodology to a fixed monthly rental structure will require coordination between the parties and careful attention to operational continuity. Accordingly, AHT proposes a sixty (60) day transition period commencing upon execution of the Proposed Agreement. During this transition period, the parties would wind down the per-scan billing methodology under the Current Agreement and implement the fixed monthly rental structure under the Proposed Agreement. AHT anticipates that the transition period will be used, among other things, to finalize the permitted use schedule for each of the four designated clinic locations, confirm operational logistics including equipment placement and utility access, align billing and accounting systems to reflect the new compensation structure, and address any other administrative matters necessary to ensure a smooth transition.

During the transition period, AHT would work closely with Meridian's operational team to confirm the permitted use schedule and ensure that diagnostic imaging services continue without interruption at all four AHT clinic locations. AHT recognizes the importance of maintaining uninterrupted patient access to diagnostic imaging services throughout the transition, and is committed to ensuring that the restructuring process does not adversely affect patient care or access to medically necessary imaging services.

VII. Request for Meeting

AHT and this firm believe that the most productive path forward is for the parties and their respective counsel to meet to discuss the Proposed Agreement, the fair market value determination process, and any questions, concerns, or counterproposals that Meridian may have. Accordingly, AHT proposes a meeting among representatives of AHT, this firm, Meridian, and Linden & Pryor at a mutually convenient time within the next two to three weeks.

AHT envisions that the meeting would include, at a minimum, representatives of both parties' legal counsel, as well as Dr. Franklin Osei in his capacity as Meridian's managing member, and appropriate representatives of AHT's compliance and legal departments. The agenda for the meeting would include a discussion of the compliance rationale for the restructuring, a review of the key terms of the Proposed Agreement, the FMV determination process, and any modifications or alternative proposals Meridian may wish to present.

AHT is amenable to holding the meeting at Linden & Pryor's offices in Hartford, at Calderwood & Harkness's offices in Boston, or by videoconference, at Meridian's preference. To schedule the meeting, please contact me directly at the contact information provided below:

Christopher Aiken, Senior Associate Calderwood & Harkness LLP Direct: (617) 458-3247

Email: caiken@calderwoodharkness.com

I will make every effort to accommodate your schedule and that of your client.

VIII. Enclosures

Enclosed with this letter, please find the following document:

Proposed Restructured Facility Access Agreement between Arbor Health Technologies Inc. and Meridian Diagnostics LLC (Draft — Marked for Discussion Purposes Only)

Please note that the enclosed draft of the Proposed Agreement is a working document prepared by this firm on behalf of AHT. It is provided for discussion purposes and is intended to serve as a starting point for negotiations between the parties. AHT welcomes and encourages Meridian's comments, proposed revisions, and alternative formulations with respect to any provision of the enclosed draft. AHT's goal is to reach a mutually acceptable restructured arrangement that satisfies the regulatory requirements applicable to both parties.

IX. Confidentiality and Privilege

This letter and the enclosed Proposed Agreement are provided for settlement and negotiation purposes only, pursuant to Federal Rule of Evidence 408 and applicable state-law analogs. Nothing in this letter or the enclosed Proposed Agreement constitutes, or shall be construed as, an admission of liability, wrongdoing, or violation of law by AHT, its officers, directors, employees, or agents.

AHT's internal compliance assessment, the findings and conclusions of which informed the proposed restructuring described herein, is protected by the attorney-client privilege and the work product doctrine. The compliance rationale and regulatory analysis described in this letter are shared solely to facilitate productive discussions between the parties and their counsel regarding the restructuring of the Current Agreement, and are not intended to waive, and do not waive, any privilege or protection applicable to AHT's internal compliance assessment, related communications, or work product.

X. Reservation of Rights

AHT expressly reserves all of its rights, remedies, and defenses under the Current Agreement, at law, and in equity, pending the execution of the Proposed Agreement or an alternative restructured arrangement acceptable to both parties. Nothing in this letter or the enclosed Proposed Agreement shall be construed as a waiver, release, or modification of any of AHT's rights or remedies under the Current Agreement or applicable law. AHT's willingness to engage in discussions regarding the restructuring of the Current Agreement, and its proposal of the Proposed Agreement, shall not be interpreted as an acknowledgment that the Current Agreement is unenforceable or that AHT has waived any contractual right or remedy.

We appreciate your anticipated cooperation and prompt attention to this matter. AHT and Meridian share a mutual interest in ensuring that their ongoing arrangement complies with all applicable federal and state laws governing healthcare referral relationships and compensation arrangements. We are confident that the parties can work together constructively to achieve a restructured arrangement that serves the legitimate business interests of both AHT and Meridian while satisfying the requirements of the AKS, the Stark Law, and applicable state regulations.

We look forward to hearing from you at your earliest convenience and to scheduling a meeting to advance these discussions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Christopher Aiken Senior Associate Calderwood & Harkness LLP One Federal Street, 30th Floor Boston, MA 02110 Direct: (617) 458-3247

Email: caiken@calderwoodharkness.com

cc: Patricia Yamamoto, Esq., General Counsel, Arbor Health Technologies Inc. Derek Huang, Chief Compliance Officer, Arbor Health Technologies Inc. Miriam Calloway, Esq., Partner, Calderwood & Harkness LLP

Enclosure: Proposed Restructured Facility Access Agreement between Arbor Health Technologies Inc. and Meridian Diagnostics LLC (Draft)

CONFIDENTIAL — SETTLEMENT AND NEGOTIATION PURPOSES ONLY
CALDERWOOD & HARKNESS LLP Attorneys at Law
One Federal Street, 30th Floor Boston, MA 02110 Telephone: (617) 458-3200 Facsimile: (617) 458-3201 www.calderwoodharkness.com
Matter No.: 1010-00003
May 22, 2023
VIA EMAIL AND FIRST CLASS MAIL
Thomas Beckett, Esq. Partner Linden & Pryor LLP 750 Main Street, Suite 1400 Hartford, CT 06103
Re: Proposed Restructuring of Facility Access Agreement between Arbor Health Technologies Inc. and Meridian Diagnostics LLC; Existing Services/Facility Access Agreement dated March 1, 2021
Dear Mr. Beckett:
I. Introduction and Purpose of This Letter
This firm represents Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 200 Concord Avenue, Suite 400, Cambridge, MA 02138, in connection with the matters described herein. It is our understanding that your firm, Linden & Pryor LLP, represents Meridian Diagnostics LLC ("Meridian"), a Connecticut limited liability company with its principal office at 88 Trumbull Street, Hartford, CT 06103, in connection with its contractual arrangements with AHT and related matters.
The purpose of this letter is to transmit to you, on behalf of AHT, a proposed restructured Facility Access Agreement (the "Proposed Agreement"), a copy of which is enclosed herewith, intended to replace the existing services and facility access agreement dated March 1, 2021 (the "Current Agreement") currently governing the relationship between AHT and Meridian. We write to explain the basis for the proposed restructuring, to describe the principal terms of the Proposed Agreement, and to invite Meridian and its counsel to engage in a collaborative discussion regarding the implementation of a revised arrangement that serves the interests of both parties.
The proposed restructuring arises in connection with a comprehensive self-assessment that AHT has been conducting, with the assistance of this firm, of AHT's physician compensation arrangements, referral relationships, and vendor contracts. This self-assessment evaluates these arrangements with respect to compliance with the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) (the "AKS"), and the federal Physician Self-Referral Law, 42 U.S.C. § 1395nn (commonly known as the "Stark Law"), as well as applicable state healthcare fraud and abuse statutes. The self-assessment process commenced in January 2023, and interim findings were presented to AHT's Board of Directors and senior compliance leadership on April 18, 2023. The Current Agreement between AHT and Meridian was identified during that process as an arrangement warranting restructuring to better align with applicable regulatory requirements.
At the outset, we wish to emphasize that AHT's objective in proposing this restructuring is to preserve and strengthen the ongoing relationship between AHT and Meridian to the mutual benefit of both parties, while bringing the arrangement into full compliance with applicable federal and state healthcare fraud and abuse laws. AHT values Meridian's diagnostic imaging capabilities, the quality of the services Meridian provides to AHT's patient population, and the productive working relationship the parties have maintained since the inception of the Current Agreement. This letter and the enclosed Proposed Agreement are offered in a spirit of cooperation, and AHT looks forward to working with Meridian and its counsel to finalize a restructured arrangement that is acceptable to both parties.
II. Background — The Current Arrangement
To provide context for the proposed restructuring, we summarize below the material terms and operative structure of the Current Agreement, as well as certain facts bearing on the compliance analysis.
Under the Current Agreement, dated March 1, 2021, Meridian provides mobile MRI and advanced diagnostic imaging services at four AHT clinic locations situated in Connecticut and Massachusetts. Meridian deploys its equipment and qualified imaging technologists to these clinic sites on a scheduled basis, utilizing designated examination rooms, utility connections, and ancillary clinic infrastructure provided by AHT. In consideration for access to AHT's clinic facilities — including physical space, utilities, scheduling support, and related operational accommodations — Meridian pays AHT a per-scan facility access fee of one hundred eighty-five dollars ($185.00) per scan performed at any AHT clinic location.
During fiscal year 2022, Meridian performed approximately 4,200 diagnostic imaging scans at the four AHT clinic locations. At the contractual rate of $185.00 per scan, these scans resulted in aggregate facility access fees of approximately $777,000 paid by Meridian to AHT over the course of the fiscal year. This figure represents the total compensation flowing from Meridian to AHT under the Current Agreement for the period in question.
Concurrently, during the same fiscal year 2022 period, AHT physicians — both employed and contracted — generated approximately $2.8 million in referrals to Meridian for diagnostic imaging services. These referrals encompassed MRI, CT, and other advanced imaging modalities that Meridian provides at the AHT clinic locations. AHT's physician network represents a significant source of Meridian's patient volume at these locations, and the referral relationship is a material component of the overall arrangement between the parties.
We also note, for purposes of this analysis, Meridian's ownership structure. As reflected in Meridian's operating agreement and public filings, Meridian is owned by Dr. Franklin Osei, who holds a sixty percent (60%) managing membership interest and serves as Meridian's principal radiologist and managing member, and Gerald Pratt, who holds a forty percent (40%) non-physician membership interest. Dr. Osei's status as a licensed physician and his role in the provision of imaging services are relevant to the regulatory analysis discussed below.
The combination of these elements — the referral relationship between AHT-employed and contracted physicians and Meridian's imaging services, the facility access fee flowing from Meridian to AHT, and the volume-dependent nature of that fee — implicates the requirements of both the AKS and the Stark Law. It is these compliance implications that motivate the proposed restructuring, as we discuss in the following section.
III. Compliance Concerns with the Current Per-Scan Fee Structure
AHT's self-assessment identified the per-scan fee structure of the Current Agreement as presenting material compliance risk under both the AKS and the Stark Law, as well as under applicable Connecticut state law. We summarize the principal areas of concern below. While this letter does not purport to provide an exhaustive legal analysis, and AHT does not concede that any violation of law has occurred, the regulatory risks identified are sufficiently significant that AHT believes a restructured arrangement is warranted and appropriate.
A. Anti-Kickback Statute Analysis
The AKS, codified at 42 U.S.C. § 1320a-7b(b), prohibits the knowing and willful solicitation, receipt, offer, or payment of any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward referrals of items or services for which payment may be made in whole or in part under a federal healthcare program, including Medicare and Medicaid. Violations of the AKS may result in criminal penalties, including imprisonment of up to ten years and fines of up to $100,000 per violation, as well as civil monetary penalties, treble damages, and exclusion from participation in federal healthcare programs. The AKS is a criminal intent-based statute, and the standard of intent — "knowing and willful" — has been interpreted broadly by courts to encompass arrangements where one purpose of the remuneration is to induce or reward referrals, even if there are other legitimate purposes. See United States v. Greber, 760 F.2d 68 (3d Cir. 1985); United States v. Borrasi, 639 F.3d 774 (7th Cir. 2011).
The per-scan fee structure under the Current Agreement causes the aggregate compensation paid by Meridian to AHT to vary directly and proportionally with the volume of diagnostic imaging scans performed at AHT clinic locations. Because the scans giving rise to the facility access fees are in substantial part generated by referrals from AHT physicians to Meridian, the total compensation flowing from Meridian to AHT is functionally tethered to the volume and value of referrals between the parties. As scan volume increases — whether as a result of increased referrals from AHT physicians or otherwise — the aggregate facility access fees paid to AHT increase correspondingly. Conversely, if referral volume declines, the fees paid to AHT decline. This creates an inherent financial incentive for AHT to maintain or increase the flow of referrals to Meridian, as doing so directly increases the compensation AHT receives under the Current Agreement.
The U.S. Department of Health and Human Services Office of Inspector General ("OIG") has recognized a number of safe harbors that, if all elements are satisfied, protect arrangements from prosecution under the AKS. Two safe harbors are potentially applicable to the Current Agreement: the space rental safe harbor, codified at 42 C.F.R. § 1001.952(b), and the equipment rental safe harbor, codified at 42 C.F.R. § 1001.952(c).
The space rental safe harbor requires, among other elements, that:
(i) the lease arrangement be set out in writing and signed by the parties;
(ii) the agreement specify the premises covered by the lease;
(iii) if the lease is intended to provide the lessee with access to the premises for periodic intervals of time, rather than on a full-time basis, the lease specify exactly the schedule of such intervals, their precise length, and the exact rent for such intervals;
(iv) the term of the lease be for not less than one year;
(v) the aggregate rental charge be set in advance, be consistent with fair market value in arm's-length transactions, and not be determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the parties for which payment may be made in whole or in part under a federal healthcare program; and
(vi) the aggregate space rented does not exceed that which is reasonably necessary to accomplish the commercially reasonable business purpose of the rental.
See 42 C.F.R. § 1001.952(b). The equipment rental safe harbor at 42 C.F.R. § 1001.952(c) contains parallel requirements, including the critical requirement that aggregate rental charges be set in advance, be consistent with fair market value, and not be determined in a manner that takes into account the volume or value of referrals or other business generated between the parties.
A per-scan fee structure that ties the total facility access fee directly to the number of scans performed is fundamentally inconsistent with these safe harbor requirements. Because the aggregate payment to AHT increases as scan volume increases, the aggregate rental charge is neither "set in advance" in a fixed or determinable amount, nor is it structured in a manner that does not "take into account the volume or value of referrals." The OIG has repeatedly cautioned that per-unit or per-click fee arrangements in the context of referral-generating relationships present significant AKS risk. See, e.g., OIG Advisory Opinion No. 12-22 (Dec. 18, 2012); OIG Supplemental Compliance Guidance for Hospitals, 70 Fed. Reg. 4858 (Jan. 31, 2005). While certain per-unit arrangements may be permissible in limited circumstances, the specific structure of the Current Agreement — in which the per-scan fees flow to an entity whose physicians are a principal source of the very referrals generating the scans — raises heightened concerns.
Accordingly, the Current Agreement does not satisfy the space rental or equipment rental safe harbors under the AKS.
B. Stark Law Analysis
The Stark Law, codified at 42 U.S.C. § 1395nn, prohibits a physician from making referrals for designated health services ("DHS") 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. Unlike the AKS, the Stark Law is a strict liability statute — it does not require proof of intent to induce referrals. A violation occurs whenever a prohibited referral is made and the arrangement fails to satisfy all elements of an applicable exception. Violations of the Stark Law may result in denial of payment for DHS, refund obligations, civil monetary penalties of up to $15,000 per service, treble damages, and exclusion from federal healthcare programs. See 42 U.S.C. § 1395nn(g).
The diagnostic imaging services provided by Meridian — including MRI and other advanced imaging modalities — constitute DHS under the Stark Law. See 42 C.F.R. § 411.351 (defining "designated health services" to include, inter alia, radiology and certain other imaging services). AHT-employed physicians who refer patients to Meridian for these imaging services are in a compensation arrangement with AHT (their employer), and AHT in turn receives compensation from Meridian through the facility access fee under the Current Agreement. This chain of financial relationships — from referring physician to AHT to Meridian — creates a potential indirect compensation arrangement within the meaning of the Stark Law. See 42 C.F.R. § 411.354(c)(2) (defining "indirect compensation arrangement").
Under the Stark Law's indirect compensation arrangement analysis, if the compensation received by AHT from Meridian varies with, or takes into account, the volume or value of referrals from AHT physicians to Meridian, the arrangement may be subject to the Stark Law's referral prohibition unless an exception applies. The per-scan fee structure causes the compensation paid by Meridian to AHT to vary directly with scan volume, which is itself a function of referral volume.
Two Stark Law exceptions are potentially applicable: the space rental exception, codified at 42 C.F.R. § 411.357(a), and the equipment rental exception, codified at 42 C.F.R. § 411.357(b). Both exceptions require, among other elements, that:
(i) the lease arrangement be set out in writing, signed by the parties, and specify the premises or equipment covered;
(ii) the term of the lease be at least one year;
(iii) the rental charges over the term of the lease be set in advance, be consistent with fair market value, and be commercially reasonable even if no referrals were made between the parties; and
(iv) the rental charges not be determined in a manner that takes into account the volume or value of any referrals or other business generated between the parties.
See 42 C.F.R. §§ 411.357(a), (b). As with the parallel AKS safe harbors, the per-scan fee structure under the Current Agreement fails the "set in advance" requirement and the prohibition on compensation that "takes into account the volume or value of referrals." The aggregate rental charge is indeterminate at the outset of any measurement period and fluctuates based on the number of scans performed — a metric that correlates directly with referral volume from AHT physicians.
We further note that the CMS Final Rule on Stark Law Modernization, published at 85 Fed. Reg. 77492 and effective January 19, 2021, and the companion OIG Final Rule on AKS Safe Harbor Modernization, published at 85 Fed. Reg. 77684 and also effective January 19, 2021, introduced certain new exceptions and safe harbors applicable to value-based arrangements and other specified contexts. However, these modernized provisions did not alter the core requirements of the space rental and equipment rental exceptions and safe harbors. The fundamental principle — that compensation in a referral-generating relationship must not vary with the volume or value of referrals — remains intact and fully applicable to the arrangement at issue.
The Current Agreement therefore presents material Stark Law compliance risk, and the per-scan fee structure does not satisfy the requirements of the space rental or equipment rental exceptions.
C. Connecticut State Law Considerations
In addition to the federal regulatory concerns described above, the arrangement may also implicate Connecticut state law. The Connecticut referral fee prohibition, codified at Conn. Gen. Stat. § 20-7a(d), restricts the payment or receipt of compensation in connection with the referral of patients for healthcare services. Given Meridian's Connecticut domicile, the location of certain AHT clinic facilities within Connecticut, and the referral dynamics inherent in the current per-scan fee structure, this state-law provision may impose additional restrictions on the arrangement beyond those imposed by federal law.
While a comprehensive analysis of Connecticut state-law exposure is beyond the scope of this letter, AHT believes that restructuring the arrangement to a fixed-fee structure would address potential state-law concerns in addition to the federal compliance issues described above, thereby reducing regulatory risk under both Connecticut and federal law.
IV. Proposed Restructured Arrangement — Summary of Key Terms
To address the compliance concerns identified in the foregoing analysis, AHT proposes that the Current Agreement be replaced by the enclosed Proposed Agreement, which fundamentally restructures the compensation methodology from a variable per-scan fee to a fixed monthly facility rental payment. We summarize below the key structural changes reflected in the Proposed Agreement.
Compensation. The Proposed Agreement replaces the variable per-scan facility access fee of $185.00 per scan with a fixed monthly rental amount. The fixed monthly rental will be determined on the basis of an independent fair market value appraisal to be provided by Northbridge Valuation Advisors LLC ("Northbridge"), an independent healthcare valuation firm retained by AHT for this purpose. The fixed monthly rental will remain constant regardless of the number of scans Meridian performs at AHT clinic locations during any given period. Under this structure, the aggregate compensation paid by Meridian to AHT will not vary with — and will not take into account — the volume or value of referrals or other business generated between the parties.
Term. The Proposed Agreement provides for an initial term of three (3) years, with annual fair market value recertification, replacing the current rolling and indefinite term structure of the Current Agreement. A defined term ensures that the arrangement is periodically reviewed and that the rental charges continue to reflect fair market value throughout the life of the agreement, consistent with regulatory expectations.
Designated Clinic Locations. The Proposed Agreement specifically identifies each of the four AHT clinic locations at which Meridian is authorized to provide diagnostic imaging services. Each location is designated by street address, suite number, and a description of the specific examination rooms and ancillary areas to which Meridian will have access. The Proposed Agreement further includes a defined permitted use schedule specifying the days of the week and hours during which Meridian may access each designated clinic location. This specificity is designed to satisfy the safe harbor and exception requirements that the leased premises and schedule of access be precisely delineated.
FMV Certification. The Proposed Agreement includes a requirement that the fixed monthly rental be supported by an independent fair market value opinion at the inception of the arrangement and upon each annual anniversary of the effective date. This annual FMV recertification process ensures that the rental charges remain consistent with fair market value over the term of the agreement and provides a contemporaneous evidentiary basis for the reasonableness of the compensation.
Compliance Representations. The Proposed Agreement includes mutual representations by both AHT and Meridian regarding compliance with the AKS and the Stark Law. Each party represents that it will not condition, require, or request referrals of patients or business as a condition of entering into, maintaining, or renewing the facility access arrangement. These representations are designed to memorialize the parties' shared commitment to regulatory compliance and to document that the arrangement is motivated by legitimate business purposes independent of any referral considerations.
Referral Independence. The Proposed Agreement includes an express provision confirming that AHT physicians retain full independent medical judgment with respect to referrals for diagnostic imaging services. The provision further states that the facility access arrangement does not require, incentivize, or reward referrals to Meridian, and that referral decisions are to be made solely on the basis of clinical appropriateness and patient needs. This provision is intended to reinforce the structural separation between the facility access arrangement and the referral relationship, consistent with the requirements of the AKS safe harbors and Stark Law exceptions.
Taken together, the structural changes reflected in the Proposed Agreement are designed to bring the arrangement into compliance with the requirements of the Stark Law space rental and equipment rental exceptions (42 C.F.R. §§ 411.357(a), (b)) and the AKS space rental and equipment rental safe harbors (42 C.F.R. §§ 1001.952(b), (c)). Specifically, the fixed monthly rental structure ensures that aggregate compensation is set in advance, is consistent with fair market value as determined by independent appraisal, and does not vary with the volume or value of referrals or other business generated between AHT and Meridian.
V. Fair Market Value Determination Process
Central to the restructured arrangement is the establishment of a fixed monthly rental amount that reflects fair market value for the facility access provided by AHT to Meridian. AHT has retained Northbridge Valuation Advisors LLC to prepare an independent fair market value opinion for the facility access arrangement. Northbridge is a nationally recognized independent healthcare valuation firm with extensive experience in the valuation of space rental, equipment rental, and physician compensation arrangements in the healthcare industry. The engagement is being led by Sandra Kilpatrick, Managing Director, at Northbridge's principal office at 1600 Market Street, Suite 2800, Philadelphia, PA 19103.
The Northbridge FMV opinion will consider a range of factors relevant to the determination of fair market value for the facility access arrangement, including but not limited to: comparable rental rates for clinic space and equipment access in the relevant geographic markets (Connecticut and Massachusetts); the specific characteristics of the AHT clinic locations, including square footage, condition, utility infrastructure, and accessibility; the days and hours of access provided to Meridian under the permitted use schedule; the equipment and amenities included in the facility access arrangement; and prevailing market conditions for diagnostic imaging facility rentals in the applicable regions. The valuation methodology employed by Northbridge will be consistent with recognized valuation standards, including the Uniform Standards of Professional Appraisal Practice ("USPAP") and applicable guidance issued by the American Society of Appraisers and the National Association of Certified Valuators and Analysts.
AHT proposes that the fixed monthly rental amount under the Proposed Agreement be set on the basis of the Northbridge FMV opinion. AHT recognizes that Meridian may wish to obtain its own independent valuation of the facility access arrangement, and AHT welcomes and encourages Meridian to do so if it believes an independent assessment would be beneficial. AHT is prepared to share the Northbridge valuation methodology and conclusions with Meridian's counsel upon completion of the appraisal, in order to facilitate informed discussion and negotiation of the rental amount.
It is AHT's view that both parties should agree upon a rental amount that falls within a defensible fair market value range as supported by one or both parties' independent appraisals. Establishing a rental amount within such a range — rather than at a single, potentially contestable figure — will provide both AHT and Meridian with the strongest possible compliance posture and reduce the risk of regulatory challenge.
VI. Transition and Implementation
AHT recognizes that the transition from the current per-scan billing methodology to a fixed monthly rental structure will require coordination between the parties and careful attention to operational continuity. Accordingly, AHT proposes a sixty (60) day transition period commencing upon execution of the Proposed Agreement. During this transition period, the parties would wind down the per-scan billing methodology under the Current Agreement and implement the fixed monthly rental structure under the Proposed Agreement. AHT anticipates that the transition period will be used, among other things, to finalize the permitted use schedule for each of the four designated clinic locations, confirm operational logistics including equipment placement and utility access, align billing and accounting systems to reflect the new compensation structure, and address any other administrative matters necessary to ensure a smooth transition.
During the transition period, AHT would work closely with Meridian's operational team to confirm the permitted use schedule and ensure that diagnostic imaging services continue without interruption at all four AHT clinic locations. AHT recognizes the importance of maintaining uninterrupted patient access to diagnostic imaging services throughout the transition, and is committed to ensuring that the restructuring process does not adversely affect patient care or access to medically necessary imaging services.
VII. Request for Meeting
AHT and this firm believe that the most productive path forward is for the parties and their respective counsel to meet to discuss the Proposed Agreement, the fair market value determination process, and any questions, concerns, or counterproposals that Meridian may have. Accordingly, AHT proposes a meeting among representatives of AHT, this firm, Meridian, and Linden & Pryor at a mutually convenient time within the next two to three weeks.
AHT envisions that the meeting would include, at a minimum, representatives of both parties' legal counsel, as well as Dr. Franklin Osei in his capacity as Meridian's managing member, and appropriate representatives of AHT's compliance and legal departments. The agenda for the meeting would include a discussion of the compliance rationale for the restructuring, a review of the key terms of the Proposed Agreement, the FMV determination process, and any modifications or alternative proposals Meridian may wish to present.
AHT is amenable to holding the meeting at Linden & Pryor's offices in Hartford, at Calderwood & Harkness's offices in Boston, or by videoconference, at Meridian's preference. To schedule the meeting, please contact me directly at the contact information provided below:
Christopher Aiken, Senior Associate Calderwood & Harkness LLP Direct: (617) 458-3247
Email: caiken@calderwoodharkness.com
I will make every effort to accommodate your schedule and that of your client.
VIII. Enclosures
Enclosed with this letter, please find the following document:
Proposed Restructured Facility Access Agreement between Arbor Health Technologies Inc. and Meridian Diagnostics LLC (Draft — Marked for Discussion Purposes Only)
Please note that the enclosed draft of the Proposed Agreement is a working document prepared by this firm on behalf of AHT. It is provided for discussion purposes and is intended to serve as a starting point for negotiations between the parties. AHT welcomes and encourages Meridian's comments, proposed revisions, and alternative formulations with respect to any provision of the enclosed draft. AHT's goal is to reach a mutually acceptable restructured arrangement that satisfies the regulatory requirements applicable to both parties.
IX. Confidentiality and Privilege
This letter and the enclosed Proposed Agreement are provided for settlement and negotiation purposes only, pursuant to Federal Rule of Evidence 408 and applicable state-law analogs. Nothing in this letter or the enclosed Proposed Agreement constitutes, or shall be construed as, an admission of liability, wrongdoing, or violation of law by AHT, its officers, directors, employees, or agents.
AHT's internal compliance assessment, the findings and conclusions of which informed the proposed restructuring described herein, is protected by the attorney-client privilege and the work product doctrine. The compliance rationale and regulatory analysis described in this letter are shared solely to facilitate productive discussions between the parties and their counsel regarding the restructuring of the Current Agreement, and are not intended to waive, and do not waive, any privilege or protection applicable to AHT's internal compliance assessment, related communications, or work product.
X. Reservation of Rights
AHT expressly reserves all of its rights, remedies, and defenses under the Current Agreement, at law, and in equity, pending the execution of the Proposed Agreement or an alternative restructured arrangement acceptable to both parties. Nothing in this letter or the enclosed Proposed Agreement shall be construed as a waiver, release, or modification of any of AHT's rights or remedies under the Current Agreement or applicable law. AHT's willingness to engage in discussions regarding the restructuring of the Current Agreement, and its proposal of the Proposed Agreement, shall not be interpreted as an acknowledgment that the Current Agreement is unenforceable or that AHT has waived any contractual right or remedy.
We appreciate your anticipated cooperation and prompt attention to this matter. AHT and Meridian share a mutual interest in ensuring that their ongoing arrangement complies with all applicable federal and state laws governing healthcare referral relationships and compensation arrangements. We are confident that the parties can work together constructively to achieve a restructured arrangement that serves the legitimate business interests of both AHT and Meridian while satisfying the requirements of the AKS, the Stark Law, and applicable state regulations.
We look forward to hearing from you at your earliest convenience and to scheduling a meeting to advance these discussions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Christopher Aiken Senior Associate Calderwood & Harkness LLP One Federal Street, 30th Floor Boston, MA 02110 Direct: (617) 458-3247
Email: caiken@calderwoodharkness.com
cc: Patricia Yamamoto, Esq., General Counsel, Arbor Health Technologies Inc. Derek Huang, Chief Compliance Officer, Arbor Health Technologies Inc. Miriam Calloway, Esq., Partner, Calderwood & Harkness LLP
Enclosure: Proposed Restructured Facility Access Agreement between Arbor Health Technologies Inc. and Meridian Diagnostics LLC (Draft)

CONFIDENTIAL — SETTLEMENT AND NEGOTIATION PURPOSES ONLY

VIA EMAIL AND FIRST CLASS MAIL

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts