1010-00003 · Arbor Health Technologies Inc · Engagement & Administration

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Miriam Calloway, Partner; Joel Strauss, Partner

FROM: Christopher Aiken, Senior Associate; Amy Whitfield, Associate

DATE: January 27, 2023

RE: New Matter Conflict Check — Arbor Health Technologies Inc. — AKS/Stark Self-Assessment and Remediation Engagement

MATTER NUMBER: 1010-00003

OFFICE: Calderwood & Harkness LLP, Boston Office, One Federal Street, 30th Floor, Boston, MA 02110

I. Purpose and Summary

The purpose of this memorandum is to document the results of the firm's conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Arbor Health Technologies Inc. ("AHT") for a comprehensive self-assessment of physician compensation arrangements, referral relationships, and vendor contracts under the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) (the "AKS"), and the Physician Self-Referral Law, 42 U.S.C. § 1395nn (the "Stark Law"), and related policy remediation work. The engagement will also encompass an evaluation of AHT's compliance program infrastructure, including training protocols, internal reporting mechanisms, and board-level compliance committee governance, to the extent these elements intersect with the substantive AKS and Stark Law review.

The engagement has been authorized by AHT Board Resolution No. 2023-01-004, adopted on January 24, 2023. The resolution specifically authorizes AHT's General Counsel, Patricia Yamamoto, and its Chief Compliance Officer, Derek Huang, to retain outside healthcare regulatory counsel to conduct the self-assessment and to report findings and remediation recommendations to the AHT Board's Compliance Committee. A copy of the board resolution has been provided to the engagement team and is maintained in the matter file.

Summary Conclusion: No disqualifying conflicts of interest have been identified. The engagement may proceed, subject to the issuance of the engagement letter and the observations set forth in Section VI below.

The conflict search was conducted on January 25–26, 2023, using the Firm's IntegriCheck conflict management system (version 8.4.1). The search encompassed the Firm's full client and matter database, including all active matters, closed matters dating back to the inception of the Firm's electronic records (January 1, 2001), and the lateral hire portability database. Searches were conducted against all entities and individuals identified in Section III below, using both exact-match and fuzzy-match algorithms, as well as manual cross-referencing against known industry relationships. The results of those searches are set forth in Section IV.

II. Proposed Client Identification

A. Primary Client

The proposed client for this engagement is Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 200 Concord Avenue, Suite 400, Cambridge, Massachusetts 02138. AHT's Employer Identification Number is 84-3291057, and its National Provider Identifier is 1497253810. AHT's registered agent in Delaware is c/o Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901.

AHT is a physician practice management and health technology company that operates twenty-three (23) outpatient clinics across four New England states: fourteen (14) clinics in Massachusetts, four (4) clinics in Connecticut, three (3) clinics in Rhode Island, and two (2) clinics in New Hampshire. AHT's clinical operations span multiple specialties, including internal medicine, cardiology, orthopedics, endocrinology, and diagnostic imaging. In addition to its direct clinical operations, AHT is the developer and licensor of the ArborConnect electronic health records and software-as-a-service platform, which is currently licensed to forty-two (42) external medical practice subscribers, generating approximately $8.9 million in annual subscription revenue.

For fiscal year 2022, AHT reported net revenue of approximately $214.3 million. Medicare and Medicaid reimbursement accounted for approximately sixty-one percent (61%) of AHT's net revenue, or approximately $130.7 million. AHT currently employs approximately 1,340 individuals, including 147 W-2 employed physicians and 38 independent contractor and medical director arrangements. The significant federal healthcare program revenue and the volume of physician compensation and referral arrangements are the primary drivers of the proposed self-assessment engagement.

B. Controlling Equity Holder

AHT's controlling equity holder is Ridgeline Capital Partners Fund IV, L.P., a Delaware limited partnership that acquired a seventy-two percent (72%) equity stake in AHT in January 2021 for approximately $185 million. The general partner of Ridgeline Capital Partners Fund IV, L.P. is Ridgeline Capital Advisors LLC, a Delaware limited liability company with its principal offices at 400 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Ridgeline Capital Advisors LLC manages approximately $3.2 billion in committed capital across four healthcare-focused private equity funds. As discussed further in Section VI.D below, the Firm's client for purposes of this engagement is AHT, not Ridgeline Capital Partners Fund IV, L.P. or Ridgeline Capital Advisors LLC.

III. Search Parameters — Entities and Individuals Checked

The following entities and individuals were run through the Firm's IntegriCheck conflict management system on January 25–26, 2023. The search parameters included all variations of entity names, known trade names, "doing business as" designations, and common abbreviations. Individual name searches included common variations and alternate spellings. The search categories are organized below.

A. Client and Affiliates

1. Arbor Health Technologies Inc. — including all d/b/a names: "Arbor Health Clinics," "ArborConnect," "Arbor Health," "AHT," and "Arbor Health Technologies." The search was also run against known prior names of the entity, including "Arbor Physician Services Inc." (the company's name prior to a 2020 rebranding).

2. Ridgeline Capital Partners Fund IV, L.P. — including variations "Ridgeline Fund IV," "Ridgeline Capital IV," and "RCP Fund IV."

3. Ridgeline Capital Advisors LLC — including variations "Ridgeline Capital," "Ridgeline Advisors," and "RCA." The search was also run against other Ridgeline-managed investment vehicles, including Ridgeline Capital Partners Fund I, L.P., Ridgeline Capital Partners Fund II, L.P., and Ridgeline Capital Partners Fund III, L.P., to ensure comprehensive coverage.

4. ConnectiCare Physicians Network, LLC — 55 Asylum Street, 7th Floor, Hartford, Connecticut 06103. ConnectiCare Physicians Network, LLC ("CPN") is an AHT subsidiary and managed entity vehicle that provides management services to nine (9) independently owned physician practices in Strathmore Mutual Insurance, Connecticut area. CPN's management services arrangements with these practices are within the scope of the proposed engagement. The search was also run under the variation "ConnectiCare Physicians" and "CPN LLC."

B. Acquired Entity

5. Lakeview Medical Associates, P.C. — a Massachusetts professional corporation; formerly a fourteen-physician multi-specialty group practice located in Worcester, Massachusetts. AHT acquired substantially all of Lakeview's assets on August 15, 2022, for a purchase price of $11.4 million. Lakeview's Employer Identification Number is 04-3782145. The Lakeview acquisition and the physician employment agreements, medical director agreements, and ancillary service arrangements assumed or entered into in connection with that transaction are within the scope of the proposed engagement. The search was also run under "Lakeview Medical," "Lakeview Medical Assoc.," and "LMA."

C. Entities with Arrangements Under Review (Potential Adverse Interests)

6. Meridian Diagnostics LLC — 88 Trumbull Street, Hartford, Connecticut 06103. Meridian is a Connecticut limited liability company that provides mobile MRI and advanced diagnostic imaging services. Meridian's Employer Identification Number is 82-4019673. Meridian has a facility access fee arrangement with AHT's Connecticut clinics that is a high-risk item under review in this engagement. Meridian is independently represented by Linden & Pryor LLP (Thomas Beckett, Partner). The search was also run under "Meridian Diagnostics," "Meridian Imaging," and "Meridian DX."

7. Pinnacle Laboratory Services Inc. — 1200 Warwick Avenue, Suite 110, Warwick, Rhode Island 02886. Pinnacle is a Rhode Island corporation that provides clinical laboratory testing services. Pinnacle's Employer Identification Number is 05-6138290. Pinnacle's referral arrangement with AHT, including a no-cost laboratory interface, continuing medical education sponsorship, and a 4.2% passive equity interest held by Dr. Karen Ellsworth (spouse of AHT's CEO), are under review in this engagement. The search was also run under "Pinnacle Lab Services," "Pinnacle Labs," and "PLS Inc."

8. Covenant Health Plans Inc. — 500 Boylston Street, 12th Floor, Boston, Massachusetts 02116. Covenant is a Massachusetts-based managed care organization and AHT's largest commercial payer, accounting for approximately $38.6 million (18%) of AHT's net revenue in fiscal year 2022. AHT's commercial payer arrangement with Covenant, including approximately $2.1 million in value-based incentive bonuses paid in FY2022, will be analyzed in this engagement for Stark Law value-based enterprise exception compliance. The search was also run under "Covenant Health," "Covenant Plans," and "CHP Inc."

D. Other Law Firms, Advisors, and Third Parties

9. Westbrook Hale LLP — 100 Summer Street, Suite 2200, Boston, Massachusetts 02110. Westbrook Hale serves as AHT's general outside counsel for corporate, mergers and acquisitions, and employment matters.

10. Linden & Pryor LLP — 750 Main Street, Suite 1400, Hartford, Connecticut 06103. Linden & Pryor serves as counsel to Meridian Diagnostics LLC.

11. Grayson Whitaker & Associates LLP — 4700 River Road, Suite 220, Bethesda, Maryland 20816. Grayson Whitaker is a healthcare compliance consulting firm retained by AHT to perform a preliminary compliance gap assessment. The firm's engagement principal is Carolyn Fitch.

12. Halsted Accounting Group LLP — 225 Dyer Street, Suite 800, Providence, Rhode Island 02903. Halsted serves as AHT's external auditor. The engagement partner is Ronald Desmond.

13. Northbridge Valuation Advisors LLC — 1600 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103. Northbridge is a healthcare fair market value appraisal firm that is expected to be retained in connection with this engagement to perform independent FMV opinions on physician compensation arrangements. The managing director responsible for the anticipated engagement is Sandra Kilpatrick.

E. Individuals Checked

14. Dr. Nathan Ellsworth — Chief Executive Officer, Arbor Health Technologies Inc.

15. Patricia Yamamoto — General Counsel, Arbor Health Technologies Inc.

16. Derek Huang — Chief Compliance Officer, Arbor Health Technologies Inc.

17. Dr. Vivian Chao — Regional Medical Director (Central Massachusetts), Arbor Health Technologies Inc. Dr. Chao was formerly the managing partner of Lakeview Medical Associates, P.C. and became an AHT employee in connection with the August 2022 asset acquisition. Her medical director compensation arrangement and clinical productivity incentive structure are within the scope of this engagement.

18. Dr. Karen Ellsworth — Spouse of Dr. Nathan Ellsworth. Dr. Karen Ellsworth holds a 4.2% passive equity interest in Pinnacle Laboratory Services Inc. She is not employed by AHT and has no operational role in AHT's business. Her equity interest in Pinnacle is a subject of the engagement review.

19. Claudia Sorrento — Managing Director, Ridgeline Capital Advisors LLC. Ms. Sorrento serves as a Ridgeline board designee on the AHT Board of Directors and is a member of the Board's Compliance Committee.

20. Marcus Whitmore — Principal, Ridgeline Capital Advisors LLC. Mr. Whitmore serves as a Ridgeline board designee on the AHT Board of Directors and is a member of the Board's Compensation Committee.

21. Dr. Franklin Osei — Managing Member and Radiologist, Meridian Diagnostics LLC. Dr. Osei holds a sixty percent (60%) ownership interest in Meridian.

22. Gerald Pratt — Member, Meridian Diagnostics LLC. Mr. Pratt holds a forty percent (40%) ownership interest in Meridian. Mr. Pratt is a non-physician investor.

23. Elena Marchetti — Partner, Westbrook Hale LLP. Ms. Marchetti served as lead outside counsel for AHT in connection with the Lakeview Medical Associates asset acquisition.

24. Thomas Beckett — Partner, Linden & Pryor LLP. Mr. Beckett serves as counsel to Meridian Diagnostics LLC and will be a counterparty in any arrangement restructuring negotiations.

25. Carolyn Fitch — Principal, Grayson Whitaker & Associates LLP. Ms. Fitch is the engagement principal for the AHT compliance gap assessment.

26. Ronald Desmond — Engagement Partner, Halsted Accounting Group LLP. Mr. Desmond serves as AHT's external audit engagement partner.

27. Sandra Kilpatrick — Managing Director, Northbridge Valuation Advisors LLC. Ms. Kilpatrick is expected to serve as the lead appraiser for fair market value opinions in connection with the engagement.

IV. Conflict Database Search Results

The results of the IntegriCheck conflict database search, conducted on January 25–26, 2023, are set forth below. Each entity and individual identified in Section III was searched against the Firm's complete client and matter database. The search encompassed active representations, closed representations, declined representations, adverse party records, and the lateral hire portability database.

A. Entity-Level Results

The following table summarizes the entity-level search results:

B. Individual-Level Results

The following table summarizes the individual-level search results:

All searches returned results consistent with the assessments set forth above. No additional hits, partial matches, or ambiguous results requiring further investigation were identified during the search process.

V. Relationship with Westbrook Hale LLP — Co-Counsel / Deferral Arrangement

Westbrook Hale LLP serves as AHT's general outside counsel for corporate, mergers and acquisitions, and employment law matters. The Westbrook Hale relationship is relevant to this conflict check because the two firms will be simultaneously engaged by the same client, AHT, in complementary but non-overlapping capacities.

Partner Elena Marchetti at Westbrook Hale served as lead outside counsel for AHT in the acquisition of substantially all of the assets of Lakeview Medical Associates, P.C., which closed on August 15, 2022, for a purchase price of $11.4 million. The transaction documents generated in connection with the Lakeview acquisition — including the asset purchase agreement, assignment and assumption agreements for physician employment agreements, medical director agreements, and office leases — are within the scope of C&H's compliance assessment. C&H may need to review these documents to evaluate physician compensation arrangements and referral relationships assumed or created in connection with the Lakeview acquisition for AKS and Stark Law compliance.

Westbrook Hale has expressly deferred to Calderwood & Harkness on the healthcare regulatory and compliance aspects of this engagement. AHT's General Counsel, Patricia Yamamoto, has confirmed this deferral arrangement in a January 23, 2023 email to Christopher Aiken, a copy of which is maintained in the matter file. Westbrook Hale will continue to handle AHT's general corporate, M&A, and employment matters, and C&H will handle the AKS/Stark Law self-assessment and remediation engagement, including the review of physician compensation structures, referral relationships, vendor contracts, and related compliance program elements.

Importantly, no engagement letter, co-counsel agreement, or fee-sharing arrangement exists or is contemplated between C&H and Westbrook Hale. Calderwood & Harkness's engagement is directly with AHT, pursuant to a standalone engagement letter to be issued on or about January 30, 2023. C&H's professional obligations, including duties of confidentiality and competent representation, run to AHT and not to Westbrook Hale.

No conflict arises from the parallel representation. C&H and Westbrook Hale are representing the same client — AHT — in complementary, non-overlapping capacities. The Firm's Rules of Professional Conduct analysis confirms that simultaneous representation of the same client by multiple law firms in different practice areas is not a conflict of interest and does not require any waiver or consent beyond the client's authorization to engage both firms, which AHT has provided.

To the extent that C&H's compliance assessment identifies issues arising from transaction documents or employment arrangements prepared or negotiated by Westbrook Hale, C&H will communicate its findings and remediation recommendations to AHT (through Patricia Yamamoto and Derek Huang), and AHT will determine whether and how to involve Westbrook Hale in implementing any recommended changes. C&H will not direct or supervise Westbrook Hale's work, and Westbrook Hale will not direct or supervise C&H's work.

VI. Potential Issues Identified and Analysis

Although the conflict search did not reveal any disqualifying conflicts, four matters warrant discussion and analysis to ensure that the Firm's obligations under the Massachusetts Rules of Professional Conduct and the Firm's internal conflict clearance policies are fully satisfied.

A. Covenant Health Plans Inc. — Historical Representation

The conflict search identified one closed matter involving Covenant Health Plans Inc. In 2019, C&H's Washington, D.C. office (which has since been closed as part of the Firm's 2021 office rationalization) provided limited regulatory advice to Covenant Health Plans Inc. regarding a Medicare Advantage enrollment and network adequacy issue. The matter was opened in March 2019 and closed in June 2019. The responsible partner was Douglas Liang (now retired). The engagement was discrete and narrow in scope, involving a review of CMS network adequacy requirements applicable to Covenant's Medicare Advantage plan offerings in the greater Boston metropolitan area.

The 2019 Covenant matter did not involve Arbor Health Technologies Inc., any AHT affiliate, or any physician self-referral or anti-kickback issue. The subject matter of the 2019 Covenant engagement — Medicare Advantage network adequacy — does not overlap with the subject matter of the proposed AHT engagement in any respect. No confidential information obtained from Covenant in the course of the 2019 representation is relevant to the proposed AHT engagement.

Covenant's role in the current engagement is limited. AHT's commercial payer arrangement with Covenant, including approximately $2.1 million in value-based incentive bonuses paid to AHT physicians in fiscal year 2022, will be analyzed for Stark Law value-based enterprise exception compliance (42 C.F.R. § 411.357(aa)). This analysis will be conducted as part of C&H's review of AHT's compensation arrangements and will focus on whether AHT's participation in Covenant's value-based program satisfies the applicable exception requirements. Covenant is not a party to the AHT engagement, and C&H will not contact Covenant without AHT's prior consent. C&H will not be representing Covenant's interests in any respect.

The Firm's analysis under Mass. R. Prof. C. 1.9 (duties to former clients) confirms that the proposed AHT engagement is not the same or substantially related to the 2019 Covenant matter, and that no confidential information obtained in the prior representation could be used to Covenant's disadvantage. Accordingly, the historical Covenant representation does not constitute a disqualifying conflict, and no informed consent waiver from Covenant is required.

Assessment: No disqualifying conflict. No informed consent waiver required.

B. Meridian Diagnostics LLC — Adverse Interest Consideration

C&H has never represented Meridian Diagnostics LLC, Dr. Franklin Osei, or Gerald Pratt in any capacity. The conflict database search returned no hits for any of these parties.

Meridian Diagnostics LLC is a third-party entity that provides mobile MRI and advanced diagnostic imaging services to certain AHT clinics in Connecticut. Meridian's facility access fee arrangement — under which AHT provides Meridian with dedicated space in three of its Connecticut clinics, along with scheduling support and patient referral flow, in exchange for a monthly facility access fee — has been preliminarily identified by AHT's Chief Compliance Officer as a high-risk item under the AKS and Stark Law. The arrangement may require restructuring or termination, which could necessitate negotiation with Meridian's counsel, Thomas Beckett of Linden & Pryor LLP.

C&H's role in negotiating a restructured arrangement with Meridian on behalf of AHT is squarely within the scope of the AHT client representation. C&H owes no duty of loyalty or confidentiality to Meridian, has never obtained confidential information from Meridian, and will be acting solely as AHT's counsel in any such negotiations. The fact that restructuring negotiations may result in terms less favorable to Meridian does not create a conflict, as C&H has no attorney-client relationship with Meridian and no obligation to protect Meridian's interests.

Assessment: No conflict. C&H may represent AHT in restructuring negotiations with Meridian and its counsel without restriction.

C. Pinnacle Laboratory Services Inc. — Adverse Interest Consideration

C&H has never represented Pinnacle Laboratory Services Inc. in any capacity. The conflict database search returned no hits for Pinnacle.

Pinnacle Laboratory Services Inc. is a third-party clinical laboratory testing company whose relationship with AHT involves several elements that are under review in this engagement: (a) a referral arrangement under which AHT clinics refer certain clinical laboratory tests to Pinnacle; (b) a no-cost laboratory interface through which Pinnacle has provided, at no charge to AHT, an electronic interface connecting Pinnacle's laboratory information system to AHT's ArborConnect EHR platform; (c) a continuing medical education sponsorship arrangement under which Pinnacle has funded CME events attended by AHT physicians; and (d) a 4.2% passive equity interest in Pinnacle held by Dr. Karen Ellsworth, who is the spouse of AHT's Chief Executive Officer, Dr. Nathan Ellsworth.

Dr. Karen Ellsworth is not employed by AHT and has no operational role in AHT's business. Her equity interest in Pinnacle creates a conflict-of-interest issue for AHT's internal corporate governance — specifically, the question of whether Dr. Nathan Ellsworth's role as CEO creates a financial relationship between AHT and Pinnacle that implicates the Stark Law's ownership and investment interest provisions. This internal governance issue will be addressed as part of the engagement's substantive work product and is a matter for AHT's board and compliance committee to resolve.

Critically, however, Dr. Karen Ellsworth's equity interest in Pinnacle does not create a conflict of interest for C&H. C&H does not represent Dr. Karen Ellsworth, Pinnacle, or Dr. Nathan Ellsworth in his individual capacity. C&H's client is AHT, and C&H's analysis of the Pinnacle arrangements will be conducted in AHT's interest. If C&H's analysis concludes that the Pinnacle arrangements require restructuring or that Dr. Karen Ellsworth's equity interest creates an impermissible financial relationship under the Stark Law, C&H will so advise AHT's board and compliance committee, and AHT will determine the appropriate remedial course of action.

C&H may communicate with Pinnacle on AHT's behalf regarding restructuring of the laboratory referral arrangement, the no-cost interface, or the CME sponsorship, as such communications are within the scope of the AHT representation.

Assessment: No conflict. C&H may represent AHT in evaluating and, if necessary, restructuring the Pinnacle arrangements without restriction.

D. Ridgeline Capital — Dual Client Consideration

Ridgeline Capital Partners Fund IV, L.P. is the seventy-two percent (72%) controlling equity holder of AHT, and Ridgeline Capital Advisors LLC is the general partner of Fund IV. Two Ridgeline professionals — Claudia Sorrento (Managing Director) and Marcus Whitmore (Principal) — serve as Ridgeline's designees on the AHT Board of Directors. Ms. Sorrento also serves on the Board's Compliance Committee, and Mr. Whitmore serves on the Board's Compensation Committee.

C&H's client for this engagement is AHT — the operating company — and not Ridgeline Capital Partners Fund IV, L.P., Ridgeline Capital Advisors LLC, or any other Ridgeline-affiliated entity. The engagement letter will clearly identify AHT as the sole client. C&H will not provide separate legal advice to Ridgeline or its affiliates in connection with this engagement, and any request by Ridgeline for independent legal advice would require a separate engagement letter and a separate conflict clearance.

Information shared with the AHT Board of Directors, including the Ridgeline board designees, as part of compliance committee presentations and board-level reporting is within the scope of C&H's representation of AHT. The attorney-client privilege attaches to such communications as communications between AHT's counsel and AHT's board, and not as communications between C&H and Ridgeline. The engagement letter will include a provision clarifying this distinction.

The Firm has considered whether Ridgeline's interests in connection with this engagement are aligned with or adverse to AHT's interests and has concluded that they are aligned. Ridgeline has indicated, through its board designees, that it is contemplating a potential exit or sale of its AHT equity stake in late 2024. A comprehensive AKS/Stark Law self-assessment and remediation program enhances the value and marketability of AHT in a potential sale transaction, reduces regulatory risk that would be identified in buyer due diligence, and protects AHT against potential government enforcement action. These objectives are consistent with AHT's own institutional interest in legal compliance. There is no scenario in which the self-assessment and remediation engagement would create a conflict between AHT's interests and Ridgeline's interests.

Nevertheless, the Firm recognizes that in certain circumstances, the interests of a portfolio company and its private equity sponsor may diverge — for example, if the self-assessment reveals a compliance issue that would require a voluntary self-disclosure to the Office of Inspector General or the Centers for Medicare & Medicaid Services, which could delay or complicate a planned exit transaction. In such a scenario, C&H's duty of loyalty runs to AHT, and C&H would advise AHT's board (including the Ridgeline designees in their capacity as AHT board members) in accordance with AHT's best interests. If Ridgeline were to seek independent legal advice regarding the implications of a voluntary self-disclosure for its exit timeline, Ridgeline would need to retain separate counsel.

Assessment: No conflict. No dual representation. The engagement letter will clearly identify AHT as the sole client and will include appropriate provisions regarding the scope of the attorney-client relationship.

VII. Engagement Team Clearance

In addition to the entity-level and individual-level conflict searches described above, the Firm has confirmed that none of the proposed engagement team members have any personal conflicts with any of the entities or individuals identified in Section III. Each team member has been asked to confirm, by email response to the Firm's Conflicts Department, that he or she has no financial interest in, family relationship with, prior representation of, or other personal connection to any of the checked entities or individuals that could give rise to a conflict of interest or the appearance of a conflict. The following confirmations have been received and are on file:

• Miriam Calloway (Partner, Responsible Partner): No conflicts identified. No financial interests in or family relationships with any checked entity or individual. No prior representation of any checked entity or individual outside of the C&H engagement. Cleared.

• Joel Strauss (Partner, Billing Partner): No conflicts identified. No financial interests in or family relationships with any checked entity or individual. No prior representation of any checked entity or individual outside of the C&H engagement. Cleared.

• Christopher Aiken (Senior Associate, Lead Associate): No conflicts identified. No financial interests in or family relationships with any checked entity or individual. No prior representation of any checked entity or individual outside of the C&H engagement (including prior employment at other law firms). Cleared.

• Amy Whitfield (Associate, Working Associate): No conflicts identified. No financial interests in or family relationships with any checked entity or individual. No prior representation of any checked entity or individual outside of the C&H engagement (including prior employment at other law firms and law school clinical work). Cleared.

All four engagement team members are confirmed clear to proceed.

VIII. Conclusion and Clearance

Based on the foregoing analysis, the Firm's conflict check with respect to the proposed engagement of Calderwood & Harkness LLP by Arbor Health Technologies Inc. for the AKS/Stark Law self-assessment and remediation engagement is concluded as follows:

1. All required conflict searches have been completed as of January 26, 2023, using the Firm's IntegriCheck conflict management system. The searches encompassed all entities and individuals identified in Section III of this memorandum.

2. No disqualifying conflicts of interest have been identified. No current or former client relationship, adverse representation, or personal conflict exists that would preclude the Firm from undertaking the proposed engagement.

3. One historical matter involving Covenant Health Plans Inc. was identified and analyzed in detail in Section VI.A. The 2019 Covenant matter was a discrete, closed engagement involving Medicare Advantage network adequacy issues unrelated to the subject matter of this engagement. It does not constitute a conflict under Mass. R. Prof. C. 1.9, and no informed consent waiver from Covenant is required.

4. The potential issues identified with respect to Meridian Diagnostics LLC, Pinnacle Laboratory Services Inc., and Ridgeline Capital Partners Fund IV, L.P. have been analyzed in Sections VI.B, VI.C, and VI.D, respectively. None of these issues constitutes a conflict of interest, and no waivers or informed consents are required.

5. All four members of the proposed engagement team have been individually cleared.

6. The engagement may proceed. The engagement letter, dated January 30, 2023, may be issued to Arbor Health Technologies Inc., addressed to Patricia Yamamoto, General Counsel, and Derek Huang, Chief Compliance Officer, for execution on behalf of AHT.

7. Matter Number 1010-00003 has been opened in the Firm's matter management system, and the appropriate billing codes, client identification information, and responsible attorney designations have been entered.

IX. Document Retention Note

This memorandum and all supporting conflict search reports, including the IntegriCheck search result printouts, engagement team clearance email confirmations, and the copy of AHT Board Resolution No. 2023-01-004, shall be retained in the matter file for Matter Number 1010-00003 in accordance with Calderwood & Harkness LLP's Document Retention and Records Management Policy (Firm Policy No. 2019-RM-003, as amended). Under the Firm's policy, conflict check memoranda and supporting documentation are retained for the life of the matter plus seven (7) years following the closure of the matter, or such longer period as may be required by applicable rules of professional conduct or court order.

This memorandum is privileged and confidential attorney work product, prepared in anticipation of providing legal services to Arbor Health Technologies Inc. It is protected by the attorney work product doctrine and the attorney-client privilege. This memorandum should not be disclosed outside the Firm without the prior written approval of the Responsible Partner. It should not be shared with the client, co-counsel, or any third party, as it reflects the Firm's internal analysis of its professional obligations and is intended solely for the Firm's own use in evaluating and documenting the conflict clearance for this engagement.

Prepared by:

________________________________________

Christopher Aiken Senior Associate Calderwood & Harkness LLP

________________________________________

Amy Whitfield Associate Calderwood & Harkness LLP

Reviewed and Approved by:

________________________________________

Miriam Calloway Partner Calderwood & Harkness LLP

Date: January 27, 2023

Calderwood & Harkness LLP — One Federal Street, 30th Floor, Boston, MA 02110 Matter No. 1010-00003 — Conflict Check Memorandum — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

#	Entity	Prior/Current C&H Representation	Adverse Representations	Result	Notes
1	Arbor Health Technologies Inc.	None	None	Clear	No prior matters of any kind.
2	Ridgeline Capital Partners Fund IV, L.P.	None	None	Clear	Search also conducted against Ridgeline Funds I–III; no hits on any Ridgeline entity.
3	Ridgeline Capital Advisors LLC	None	None	Clear	See note for item 2 above.
4	ConnectiCare Physicians Network, LLC	None	None	Clear	CPN is an AHT-controlled entity; its management services arrangements with 9 independently owned physician practices in Strathmore Mutual Insurance area are within the scope of the engagement.
5	Lakeview Medical Associates, P.C.	None	None	Clear	No prior matters.
6	Meridian Diagnostics LLC	None	None	Clear	Meridian is a third-party entity whose facility access fee arrangement with AHT is under review. Meridian is independently represented by Linden & Pryor LLP. C&H will not represent Meridian; any restructuring negotiations with Meridian's counsel are within the scope of the AHT representation.
7	Pinnacle Laboratory Services Inc.	None	None	Clear	Pinnacle's referral arrangement, no-cost lab interface, CME sponsorship, and Dr. Karen Ellsworth's 4.2% equity interest are under review in this engagement. C&H will not represent Pinnacle.
8	Covenant Health Plans Inc.	One closed matter (2019)	None	Clear — see Section VI.A	C&H's Washington, D.C. office provided limited regulatory advice to Covenant in 2019 regarding a Medicare Advantage enrollment issue. Matter closed; no ongoing relationship. See detailed analysis in Section VI.A.
9	Westbrook Hale LLP	N/A — co-counsel	N/A	Clear	Not a party; parallel representation of the same client. See Section V.
10	Linden & Pryor LLP	None	None	Clear	No C&H representations of or adverse to this firm. Linden & Pryor represents Meridian Diagnostics and will be a counterparty in arrangement restructuring negotiations.
11	Grayson Whitaker & Associates LLP	None	None	Clear	No prior matters.
12	Halsted Accounting Group LLP	None	None	Clear	No prior matters.
13	Northbridge Valuation Advisors LLC	None	None	Clear	No prior matters.
#	Individual	Prior/Current C&H Representation	Adverse Representations	Result	Notes
14	Dr. Nathan Ellsworth	None	None	Clear	—
15	Patricia Yamamoto	None	None	Clear	—
16	Derek Huang	None	None	Clear	—
17	Dr. Vivian Chao	None	None	Clear	—
18	Dr. Karen Ellsworth	None	None	Clear	Her 4.2% passive equity interest in Pinnacle Laboratory Services Inc. is a subject of the engagement review, not a basis for a conflict for C&H.
19	Claudia Sorrento	None	None	Clear	—
20	Marcus Whitmore	None	None	Clear	—
21	Dr. Franklin Osei	None	None	Clear	—
22	Gerald Pratt	None	None	Clear	—
23	Elena Marchetti	None (not as client)	None	Clear	Ms. Marchetti was not searched as a client or party; she is co-counsel to AHT's general outside counsel.

24	Thomas Beckett	None (not as client)	None	Clear	Mr. Beckett was not searched as a client or party; he is counsel to Meridian Diagnostics.
25	Carolyn Fitch	None	None	Clear	—
26	Ronald Desmond	None	None	Clear	—
27	Sandra Kilpatrick	None	None	Clear	—

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Miriam Calloway, Partner; Joel Strauss, Partner
FROM: Christopher Aiken, Senior Associate; Amy Whitfield, Associate
DATE: January 27, 2023
RE: New Matter Conflict Check — Arbor Health Technologies Inc. — AKS/Stark Self-Assessment and Remediation Engagement
MATTER NUMBER: 1010-00003
OFFICE: Calderwood & Harkness LLP, Boston Office, One Federal Street, 30th Floor, Boston, MA 02110
I. Purpose and Summary
The purpose of this memorandum is to document the results of the firm's conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Arbor Health Technologies Inc. ("AHT") for a comprehensive self-assessment of physician compensation arrangements, referral relationships, and vendor contracts under the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b) (the "AKS"), and the Physician Self-Referral Law, 42 U.S.C. § 1395nn (the "Stark Law"), and related policy remediation work. The engagement will also encompass an evaluation of AHT's compliance program infrastructure, including training protocols, internal reporting mechanisms, and board-level compliance committee governance, to the extent these elements intersect with the substantive AKS and Stark Law review.
The engagement has been authorized by AHT Board Resolution No. 2023-01-004, adopted on January 24, 2023. The resolution specifically authorizes AHT's General Counsel, Patricia Yamamoto, and its Chief Compliance Officer, Derek Huang, to retain outside healthcare regulatory counsel to conduct the self-assessment and to report findings and remediation recommendations to the AHT Board's Compliance Committee. A copy of the board resolution has been provided to the engagement team and is maintained in the matter file.
Summary Conclusion: No disqualifying conflicts of interest have been identified. The engagement may proceed, subject to the issuance of the engagement letter and the observations set forth in Section VI below.
The conflict search was conducted on January 25–26, 2023, using the Firm's IntegriCheck conflict management system (version 8.4.1). The search encompassed the Firm's full client and matter database, including all active matters, closed matters dating back to the inception of the Firm's electronic records (January 1, 2001), and the lateral hire portability database. Searches were conducted against all entities and individuals identified in Section III below, using both exact-match and fuzzy-match algorithms, as well as manual cross-referencing against known industry relationships. The results of those searches are set forth in Section IV.
II. Proposed Client Identification
A. Primary Client
The proposed client for this engagement is Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 200 Concord Avenue, Suite 400, Cambridge, Massachusetts 02138. AHT's Employer Identification Number is 84-3291057, and its National Provider Identifier is 1497253810. AHT's registered agent in Delaware is c/o Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901.
AHT is a physician practice management and health technology company that operates twenty-three (23) outpatient clinics across four New England states: fourteen (14) clinics in Massachusetts, four (4) clinics in Connecticut, three (3) clinics in Rhode Island, and two (2) clinics in New Hampshire. AHT's clinical operations span multiple specialties, including internal medicine, cardiology, orthopedics, endocrinology, and diagnostic imaging. In addition to its direct clinical operations, AHT is the developer and licensor of the ArborConnect electronic health records and software-as-a-service platform, which is currently licensed to forty-two (42) external medical practice subscribers, generating approximately $8.9 million in annual subscription revenue.
For fiscal year 2022, AHT reported net revenue of approximately $214.3 million. Medicare and Medicaid reimbursement accounted for approximately sixty-one percent (61%) of AHT's net revenue, or approximately $130.7 million. AHT currently employs approximately 1,340 individuals, including 147 W-2 employed physicians and 38 independent contractor and medical director arrangements. The significant federal healthcare program revenue and the volume of physician compensation and referral arrangements are the primary drivers of the proposed self-assessment engagement.
B. Controlling Equity Holder
AHT's controlling equity holder is Ridgeline Capital Partners Fund IV, L.P., a Delaware limited partnership that acquired a seventy-two percent (72%) equity stake in AHT in January 2021 for approximately $185 million. The general partner of Ridgeline Capital Partners Fund IV, L.P. is Ridgeline Capital Advisors LLC, a Delaware limited liability company with its principal offices at 400 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Ridgeline Capital Advisors LLC manages approximately $3.2 billion in committed capital across four healthcare-focused private equity funds. As discussed further in Section VI.D below, the Firm's client for purposes of this engagement is AHT, not Ridgeline Capital Partners Fund IV, L.P. or Ridgeline Capital Advisors LLC.
III. Search Parameters — Entities and Individuals Checked
The following entities and individuals were run through the Firm's IntegriCheck conflict management system on January 25–26, 2023. The search parameters included all variations of entity names, known trade names, "doing business as" designations, and common abbreviations. Individual name searches included common variations and alternate spellings. The search categories are organized below.
A. Client and Affiliates
1.  Arbor Health Technologies Inc. — including all d/b/a names: "Arbor Health Clinics," "ArborConnect," "Arbor Health," "AHT," and "Arbor Health Technologies." The search was also run against known prior names of the entity, including "Arbor Physician Services Inc." (the company's name prior to a 2020 rebranding).
2.  Ridgeline Capital Partners Fund IV, L.P. — including variations "Ridgeline Fund IV," "Ridgeline Capital IV," and "RCP Fund IV."
3.  Ridgeline Capital Advisors LLC — including variations "Ridgeline Capital," "Ridgeline Advisors," and "RCA." The search was also run against other Ridgeline-managed investment vehicles, including Ridgeline Capital Partners Fund I, L.P., Ridgeline Capital Partners Fund II, L.P., and Ridgeline Capital Partners Fund III, L.P., to ensure comprehensive coverage.
4.  ConnectiCare Physicians Network, LLC — 55 Asylum Street, 7th Floor, Hartford, Connecticut 06103. ConnectiCare Physicians Network, LLC ("CPN") is an AHT subsidiary and managed entity vehicle that provides management services to nine (9) independently owned physician practices in Strathmore Mutual Insurance, Connecticut area. CPN's management services arrangements with these practices are within the scope of the proposed engagement. The search was also run under the variation "ConnectiCare Physicians" and "CPN LLC."
B. Acquired Entity
5.  Lakeview Medical Associates, P.C. — a Massachusetts professional corporation; formerly a fourteen-physician multi-specialty group practice located in Worcester, Massachusetts. AHT acquired substantially all of Lakeview's assets on August 15, 2022, for a purchase price of $11.4 million. Lakeview's Employer Identification Number is 04-3782145. The Lakeview acquisition and the physician employment agreements, medical director agreements, and ancillary service arrangements assumed or entered into in connection with that transaction are within the scope of the proposed engagement. The search was also run under "Lakeview Medical," "Lakeview Medical Assoc.," and "LMA."
C. Entities with Arrangements Under Review (Potential Adverse Interests)
6.  Meridian Diagnostics LLC — 88 Trumbull Street, Hartford, Connecticut 06103. Meridian is a Connecticut limited liability company that provides mobile MRI and advanced diagnostic imaging services. Meridian's Employer Identification Number is 82-4019673. Meridian has a facility access fee arrangement with AHT's Connecticut clinics that is a high-risk item under review in this engagement. Meridian is independently represented by Linden & Pryor LLP (Thomas Beckett, Partner). The search was also run under "Meridian Diagnostics," "Meridian Imaging," and "Meridian DX."
7.  Pinnacle Laboratory Services Inc. — 1200 Warwick Avenue, Suite 110, Warwick, Rhode Island 02886. Pinnacle is a Rhode Island corporation that provides clinical laboratory testing services. Pinnacle's Employer Identification Number is 05-6138290. Pinnacle's referral arrangement with AHT, including a no-cost laboratory interface, continuing medical education sponsorship, and a 4.2% passive equity interest held by Dr. Karen Ellsworth (spouse of AHT's CEO), are under review in this engagement. The search was also run under "Pinnacle Lab Services," "Pinnacle Labs," and "PLS Inc."
8.  Covenant Health Plans Inc. — 500 Boylston Street, 12th Floor, Boston, Massachusetts 02116. Covenant is a Massachusetts-based managed care organization and AHT's largest commercial payer, accounting for approximately $38.6 million (18%) of AHT's net revenue in fiscal year 2022. AHT's commercial payer arrangement with Covenant, including approximately $2.1 million in value-based incentive bonuses paid in FY2022, will be analyzed in this engagement for Stark Law value-based enterprise exception compliance. The search was also run under "Covenant Health," "Covenant Plans," and "CHP Inc."
D. Other Law Firms, Advisors, and Third Parties
9.  Westbrook Hale LLP — 100 Summer Street, Suite 2200, Boston, Massachusetts 02110. Westbrook Hale serves as AHT's general outside counsel for corporate, mergers and acquisitions, and employment matters.
10.  Linden & Pryor LLP — 750 Main Street, Suite 1400, Hartford, Connecticut 06103. Linden & Pryor serves as counsel to Meridian Diagnostics LLC.
11.  Grayson Whitaker & Associates LLP — 4700 River Road, Suite 220, Bethesda, Maryland 20816. Grayson Whitaker is a healthcare compliance consulting firm retained by AHT to perform a preliminary compliance gap assessment. The firm's engagement principal is Carolyn Fitch.
12.  Halsted Accounting Group LLP — 225 Dyer Street, Suite 800, Providence, Rhode Island 02903. Halsted serves as AHT's external auditor. The engagement partner is Ronald Desmond.
13.  Northbridge Valuation Advisors LLC — 1600 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103. Northbridge is a healthcare fair market value appraisal firm that is expected to be retained in connection with this engagement to perform independent FMV opinions on physician compensation arrangements. The managing director responsible for the anticipated engagement is Sandra Kilpatrick.
E. Individuals Checked
14.  Dr. Nathan Ellsworth — Chief Executive Officer, Arbor Health Technologies Inc.
15.  Patricia Yamamoto — General Counsel, Arbor Health Technologies Inc.
16.  Derek Huang — Chief Compliance Officer, Arbor Health Technologies Inc.
17.  Dr. Vivian Chao — Regional Medical Director (Central Massachusetts), Arbor Health Technologies Inc. Dr. Chao was formerly the managing partner of Lakeview Medical Associates, P.C. and became an AHT employee in connection with the August 2022 asset acquisition. Her medical director compensation arrangement and clinical productivity incentive structure are within the scope of this engagement.
18.  Dr. Karen Ellsworth — Spouse of Dr. Nathan Ellsworth. Dr. Karen Ellsworth holds a 4.2% passive equity interest in Pinnacle Laboratory Services Inc. She is not employed by AHT and has no operational role in AHT's business. Her equity interest in Pinnacle is a subject of the engagement review.
19.  Claudia Sorrento — Managing Director, Ridgeline Capital Advisors LLC. Ms. Sorrento serves as a Ridgeline board designee on the AHT Board of Directors and is a member of the Board's Compliance Committee.
20.  Marcus Whitmore — Principal, Ridgeline Capital Advisors LLC. Mr. Whitmore serves as a Ridgeline board designee on the AHT Board of Directors and is a member of the Board's Compensation Committee.
21.  Dr. Franklin Osei — Managing Member and Radiologist, Meridian Diagnostics LLC. Dr. Osei holds a sixty percent (60%) ownership interest in Meridian.
22.  Gerald Pratt — Member, Meridian Diagnostics LLC. Mr. Pratt holds a forty percent (40%) ownership interest in Meridian. Mr. Pratt is a non-physician investor.
23.  Elena Marchetti — Partner, Westbrook Hale LLP. Ms. Marchetti served as lead outside counsel for AHT in connection with the Lakeview Medical Associates asset acquisition.
24.  Thomas Beckett — Partner, Linden & Pryor LLP. Mr. Beckett serves as counsel to Meridian Diagnostics LLC and will be a counterparty in any arrangement restructuring negotiations.
25.  Carolyn Fitch — Principal, Grayson Whitaker & Associates LLP. Ms. Fitch is the engagement principal for the AHT compliance gap assessment.
26.  Ronald Desmond — Engagement Partner, Halsted Accounting Group LLP. Mr. Desmond serves as AHT's external audit engagement partner.
27.  Sandra Kilpatrick — Managing Director, Northbridge Valuation Advisors LLC. Ms. Kilpatrick is expected to serve as the lead appraiser for fair market value opinions in connection with the engagement.
IV. Conflict Database Search Results
The results of the IntegriCheck conflict database search, conducted on January 25–26, 2023, are set forth below. Each entity and individual identified in Section III was searched against the Firm's complete client and matter database. The search encompassed active representations, closed representations, declined representations, adverse party records, and the lateral hire portability database.
A. Entity-Level Results
The following table summarizes the entity-level search results:
B. Individual-Level Results
The following table summarizes the individual-level search results:
All searches returned results consistent with the assessments set forth above. No additional hits, partial matches, or ambiguous results requiring further investigation were identified during the search process.
V. Relationship with Westbrook Hale LLP — Co-Counsel / Deferral Arrangement
Westbrook Hale LLP serves as AHT's general outside counsel for corporate, mergers and acquisitions, and employment law matters. The Westbrook Hale relationship is relevant to this conflict check because the two firms will be simultaneously engaged by the same client, AHT, in complementary but non-overlapping capacities.
Partner Elena Marchetti at Westbrook Hale served as lead outside counsel for AHT in the acquisition of substantially all of the assets of Lakeview Medical Associates, P.C., which closed on August 15, 2022, for a purchase price of $11.4 million. The transaction documents generated in connection with the Lakeview acquisition — including the asset purchase agreement, assignment and assumption agreements for physician employment agreements, medical director agreements, and office leases — are within the scope of C&H's compliance assessment. C&H may need to review these documents to evaluate physician compensation arrangements and referral relationships assumed or created in connection with the Lakeview acquisition for AKS and Stark Law compliance.
Westbrook Hale has expressly deferred to Calderwood & Harkness on the healthcare regulatory and compliance aspects of this engagement. AHT's General Counsel, Patricia Yamamoto, has confirmed this deferral arrangement in a January 23, 2023 email to Christopher Aiken, a copy of which is maintained in the matter file. Westbrook Hale will continue to handle AHT's general corporate, M&A, and employment matters, and C&H will handle the AKS/Stark Law self-assessment and remediation engagement, including the review of physician compensation structures, referral relationships, vendor contracts, and related compliance program elements.
Importantly, no engagement letter, co-counsel agreement, or fee-sharing arrangement exists or is contemplated between C&H and Westbrook Hale. Calderwood & Harkness's engagement is directly with AHT, pursuant to a standalone engagement letter to be issued on or about January 30, 2023. C&H's professional obligations, including duties of confidentiality and competent representation, run to AHT and not to Westbrook Hale.
No conflict arises from the parallel representation. C&H and Westbrook Hale are representing the same client — AHT — in complementary, non-overlapping capacities. The Firm's Rules of Professional Conduct analysis confirms that simultaneous representation of the same client by multiple law firms in different practice areas is not a conflict of interest and does not require any waiver or consent beyond the client's authorization to engage both firms, which AHT has provided.
To the extent that C&H's compliance assessment identifies issues arising from transaction documents or employment arrangements prepared or negotiated by Westbrook Hale, C&H will communicate its findings and remediation recommendations to AHT (through Patricia Yamamoto and Derek Huang), and AHT will determine whether and how to involve Westbrook Hale in implementing any recommended changes. C&H will not direct or supervise Westbrook Hale's work, and Westbrook Hale will not direct or supervise C&H's work.
VI. Potential Issues Identified and Analysis
Although the conflict search did not reveal any disqualifying conflicts, four matters warrant discussion and analysis to ensure that the Firm's obligations under the Massachusetts Rules of Professional Conduct and the Firm's internal conflict clearance policies are fully satisfied.
A. Covenant Health Plans Inc. — Historical Representation
The conflict search identified one closed matter involving Covenant Health Plans Inc. In 2019, C&H's Washington, D.C. office (which has since been closed as part of the Firm's 2021 office rationalization) provided limited regulatory advice to Covenant Health Plans Inc. regarding a Medicare Advantage enrollment and network adequacy issue. The matter was opened in March 2019 and closed in June 2019. The responsible partner was Douglas Liang (now retired). The engagement was discrete and narrow in scope, involving a review of CMS network adequacy requirements applicable to Covenant's Medicare Advantage plan offerings in the greater Boston metropolitan area.
The 2019 Covenant matter did not involve Arbor Health Technologies Inc., any AHT affiliate, or any physician self-referral or anti-kickback issue. The subject matter of the 2019 Covenant engagement — Medicare Advantage network adequacy — does not overlap with the subject matter of the proposed AHT engagement in any respect. No confidential information obtained from Covenant in the course of the 2019 representation is relevant to the proposed AHT engagement.
Covenant's role in the current engagement is limited. AHT's commercial payer arrangement with Covenant, including approximately $2.1 million in value-based incentive bonuses paid to AHT physicians in fiscal year 2022, will be analyzed for Stark Law value-based enterprise exception compliance (42 C.F.R. § 411.357(aa)). This analysis will be conducted as part of C&H's review of AHT's compensation arrangements and will focus on whether AHT's participation in Covenant's value-based program satisfies the applicable exception requirements. Covenant is not a party to the AHT engagement, and C&H will not contact Covenant without AHT's prior consent. C&H will not be representing Covenant's interests in any respect.
The Firm's analysis under Mass. R. Prof. C. 1.9 (duties to former clients) confirms that the proposed AHT engagement is not the same or substantially related to the 2019 Covenant matter, and that no confidential information obtained in the prior representation could be used to Covenant's disadvantage. Accordingly, the historical Covenant representation does not constitute a disqualifying conflict, and no informed consent waiver from Covenant is required.
Assessment: No disqualifying conflict. No informed consent waiver required.
B. Meridian Diagnostics LLC — Adverse Interest Consideration
C&H has never represented Meridian Diagnostics LLC, Dr. Franklin Osei, or Gerald Pratt in any capacity. The conflict database search returned no hits for any of these parties.
Meridian Diagnostics LLC is a third-party entity that provides mobile MRI and advanced diagnostic imaging services to certain AHT clinics in Connecticut. Meridian's facility access fee arrangement — under which AHT provides Meridian with dedicated space in three of its Connecticut clinics, along with scheduling support and patient referral flow, in exchange for a monthly facility access fee — has been preliminarily identified by AHT's Chief Compliance Officer as a high-risk item under the AKS and Stark Law. The arrangement may require restructuring or termination, which could necessitate negotiation with Meridian's counsel, Thomas Beckett of Linden & Pryor LLP.
C&H's role in negotiating a restructured arrangement with Meridian on behalf of AHT is squarely within the scope of the AHT client representation. C&H owes no duty of loyalty or confidentiality to Meridian, has never obtained confidential information from Meridian, and will be acting solely as AHT's counsel in any such negotiations. The fact that restructuring negotiations may result in terms less favorable to Meridian does not create a conflict, as C&H has no attorney-client relationship with Meridian and no obligation to protect Meridian's interests.
Assessment: No conflict. C&H may represent AHT in restructuring negotiations with Meridian and its counsel without restriction.
C. Pinnacle Laboratory Services Inc. — Adverse Interest Consideration
C&H has never represented Pinnacle Laboratory Services Inc. in any capacity. The conflict database search returned no hits for Pinnacle.
Pinnacle Laboratory Services Inc. is a third-party clinical laboratory testing company whose relationship with AHT involves several elements that are under review in this engagement: (a) a referral arrangement under which AHT clinics refer certain clinical laboratory tests to Pinnacle; (b) a no-cost laboratory interface through which Pinnacle has provided, at no charge to AHT, an electronic interface connecting Pinnacle's laboratory information system to AHT's ArborConnect EHR platform; (c) a continuing medical education sponsorship arrangement under which Pinnacle has funded CME events attended by AHT physicians; and (d) a 4.2% passive equity interest in Pinnacle held by Dr. Karen Ellsworth, who is the spouse of AHT's Chief Executive Officer, Dr. Nathan Ellsworth.
Dr. Karen Ellsworth is not employed by AHT and has no operational role in AHT's business. Her equity interest in Pinnacle creates a conflict-of-interest issue for AHT's internal corporate governance — specifically, the question of whether Dr. Nathan Ellsworth's role as CEO creates a financial relationship between AHT and Pinnacle that implicates the Stark Law's ownership and investment interest provisions. This internal governance issue will be addressed as part of the engagement's substantive work product and is a matter for AHT's board and compliance committee to resolve.
Critically, however, Dr. Karen Ellsworth's equity interest in Pinnacle does not create a conflict of interest for C&H. C&H does not represent Dr. Karen Ellsworth, Pinnacle, or Dr. Nathan Ellsworth in his individual capacity. C&H's client is AHT, and C&H's analysis of the Pinnacle arrangements will be conducted in AHT's interest. If C&H's analysis concludes that the Pinnacle arrangements require restructuring or that Dr. Karen Ellsworth's equity interest creates an impermissible financial relationship under the Stark Law, C&H will so advise AHT's board and compliance committee, and AHT will determine the appropriate remedial course of action.
C&H may communicate with Pinnacle on AHT's behalf regarding restructuring of the laboratory referral arrangement, the no-cost interface, or the CME sponsorship, as such communications are within the scope of the AHT representation.
Assessment: No conflict. C&H may represent AHT in evaluating and, if necessary, restructuring the Pinnacle arrangements without restriction.
D. Ridgeline Capital — Dual Client Consideration
Ridgeline Capital Partners Fund IV, L.P. is the seventy-two percent (72%) controlling equity holder of AHT, and Ridgeline Capital Advisors LLC is the general partner of Fund IV. Two Ridgeline professionals — Claudia Sorrento (Managing Director) and Marcus Whitmore (Principal) — serve as Ridgeline's designees on the AHT Board of Directors. Ms. Sorrento also serves on the Board's Compliance Committee, and Mr. Whitmore serves on the Board's Compensation Committee.
C&H's client for this engagement is AHT — the operating company — and not Ridgeline Capital Partners Fund IV, L.P., Ridgeline Capital Advisors LLC, or any other Ridgeline-affiliated entity. The engagement letter will clearly identify AHT as the sole client. C&H will not provide separate legal advice to Ridgeline or its affiliates in connection with this engagement, and any request by Ridgeline for independent legal advice would require a separate engagement letter and a separate conflict clearance.
Information shared with the AHT Board of Directors, including the Ridgeline board designees, as part of compliance committee presentations and board-level reporting is within the scope of C&H's representation of AHT. The attorney-client privilege attaches to such communications as communications between AHT's counsel and AHT's board, and not as communications between C&H and Ridgeline. The engagement letter will include a provision clarifying this distinction.
The Firm has considered whether Ridgeline's interests in connection with this engagement are aligned with or adverse to AHT's interests and has concluded that they are aligned. Ridgeline has indicated, through its board designees, that it is contemplating a potential exit or sale of its AHT equity stake in late 2024. A comprehensive AKS/Stark Law self-assessment and remediation program enhances the value and marketability of AHT in a potential sale transaction, reduces regulatory risk that would be identified in buyer due diligence, and protects AHT against potential government enforcement action. These objectives are consistent with AHT's own institutional interest in legal compliance. There is no scenario in which the self-assessment and remediation engagement would create a conflict between AHT's interests and Ridgeline's interests.
Nevertheless, the Firm recognizes that in certain circumstances, the interests of a portfolio company and its private equity sponsor may diverge — for example, if the self-assessment reveals a compliance issue that would require a voluntary self-disclosure to the Office of Inspector General or the Centers for Medicare & Medicaid Services, which could delay or complicate a planned exit transaction. In such a scenario, C&H's duty of loyalty runs to AHT, and C&H would advise AHT's board (including the Ridgeline designees in their capacity as AHT board members) in accordance with AHT's best interests. If Ridgeline were to seek independent legal advice regarding the implications of a voluntary self-disclosure for its exit timeline, Ridgeline would need to retain separate counsel.
Assessment: No conflict. No dual representation. The engagement letter will clearly identify AHT as the sole client and will include appropriate provisions regarding the scope of the attorney-client relationship.
VII. Engagement Team Clearance
In addition to the entity-level and individual-level conflict searches described above, the Firm has confirmed that none of the proposed engagement team members have any personal conflicts with any of the entities or individuals identified in Section III. Each team member has been asked to confirm, by email response to the Firm's Conflicts Department, that he or she has no financial interest in, family relationship with, prior representation of, or other personal connection to any of the checked entities or individuals that could give rise to a conflict of interest or the appearance of a conflict. The following confirmations have been received and are on file:
•  Miriam Calloway (Partner, Responsible Partner): No conflicts identified. No financial interests in or family relationships with any checked entity or individual. No prior representation of any checked entity or individual outside of the C&H engagement. Cleared.
•  Joel Strauss (Partner, Billing Partner): No conflicts identified. No financial interests in or family relationships with any checked entity or individual. No prior representation of any checked entity or individual outside of the C&H engagement. Cleared.
•  Christopher Aiken (Senior Associate, Lead Associate): No conflicts identified. No financial interests in or family relationships with any checked entity or individual. No prior representation of any checked entity or individual outside of the C&H engagement (including prior employment at other law firms). Cleared.
•  Amy Whitfield (Associate, Working Associate): No conflicts identified. No financial interests in or family relationships with any checked entity or individual. No prior representation of any checked entity or individual outside of the C&H engagement (including prior employment at other law firms and law school clinical work). Cleared.
All four engagement team members are confirmed clear to proceed.
VIII. Conclusion and Clearance
Based on the foregoing analysis, the Firm's conflict check with respect to the proposed engagement of Calderwood & Harkness LLP by Arbor Health Technologies Inc. for the AKS/Stark Law self-assessment and remediation engagement is concluded as follows:
1.  All required conflict searches have been completed as of January 26, 2023, using the Firm's IntegriCheck conflict management system. The searches encompassed all entities and individuals identified in Section III of this memorandum.
2.  No disqualifying conflicts of interest have been identified. No current or former client relationship, adverse representation, or personal conflict exists that would preclude the Firm from undertaking the proposed engagement.
3.  One historical matter involving Covenant Health Plans Inc. was identified and analyzed in detail in Section VI.A. The 2019 Covenant matter was a discrete, closed engagement involving Medicare Advantage network adequacy issues unrelated to the subject matter of this engagement. It does not constitute a conflict under Mass. R. Prof. C. 1.9, and no informed consent waiver from Covenant is required.
4.  The potential issues identified with respect to Meridian Diagnostics LLC, Pinnacle Laboratory Services Inc., and Ridgeline Capital Partners Fund IV, L.P. have been analyzed in Sections VI.B, VI.C, and VI.D, respectively. None of these issues constitutes a conflict of interest, and no waivers or informed consents are required.
5.  All four members of the proposed engagement team have been individually cleared.
6.  The engagement may proceed. The engagement letter, dated January 30, 2023, may be issued to Arbor Health Technologies Inc., addressed to Patricia Yamamoto, General Counsel, and Derek Huang, Chief Compliance Officer, for execution on behalf of AHT.
7.  Matter Number 1010-00003 has been opened in the Firm's matter management system, and the appropriate billing codes, client identification information, and responsible attorney designations have been entered.
IX. Document Retention Note
This memorandum and all supporting conflict search reports, including the IntegriCheck search result printouts, engagement team clearance email confirmations, and the copy of AHT Board Resolution No. 2023-01-004, shall be retained in the matter file for Matter Number 1010-00003 in accordance with Calderwood & Harkness LLP's Document Retention and Records Management Policy (Firm Policy No. 2019-RM-003, as amended). Under the Firm's policy, conflict check memoranda and supporting documentation are retained for the life of the matter plus seven (7) years following the closure of the matter, or such longer period as may be required by applicable rules of professional conduct or court order.
This memorandum is privileged and confidential attorney work product, prepared in anticipation of providing legal services to Arbor Health Technologies Inc. It is protected by the attorney work product doctrine and the attorney-client privilege. This memorandum should not be disclosed outside the Firm without the prior written approval of the Responsible Partner. It should not be shared with the client, co-counsel, or any third party, as it reflects the Firm's internal analysis of its professional obligations and is intended solely for the Firm's own use in evaluating and documenting the conflict clearance for this engagement.
Prepared by:
________________________________________
Christopher Aiken Senior Associate Calderwood & Harkness LLP
________________________________________
Amy Whitfield Associate Calderwood & Harkness LLP
Reviewed and Approved by:
________________________________________
Miriam Calloway Partner Calderwood & Harkness LLP
Date: January 27, 2023
Calderwood & Harkness LLP — One Federal Street, 30th Floor, Boston, MA 02110 Matter No. 1010-00003 — Conflict Check Memorandum — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
# | Entity | Prior/Current C&H Representation | Adverse Representations | Result | Notes
1 | Arbor Health Technologies Inc. | None | None | Clear | No prior matters of any kind.
2 | Ridgeline Capital Partners Fund IV, L.P. | None | None | Clear | Search also conducted against Ridgeline Funds I–III; no hits on any Ridgeline entity.
3 | Ridgeline Capital Advisors LLC | None | None | Clear | See note for item 2 above.
4 | ConnectiCare Physicians Network, LLC | None | None | Clear | CPN is an AHT-controlled entity; its management services arrangements with 9 independently owned physician practices in Strathmore Mutual Insurance area are within the scope of the engagement.
5 | Lakeview Medical Associates, P.C. | None | None | Clear | No prior matters.
6 | Meridian Diagnostics LLC | None | None | Clear | Meridian is a third-party entity whose facility access fee arrangement with AHT is under review. Meridian is independently represented by Linden & Pryor LLP. C&H will not represent Meridian; any restructuring negotiations with Meridian's counsel are within the scope of the AHT representation.
7 | Pinnacle Laboratory Services Inc. | None | None | Clear | Pinnacle's referral arrangement, no-cost lab interface, CME sponsorship, and Dr. Karen Ellsworth's 4.2% equity interest are under review in this engagement. C&H will not represent Pinnacle.
8 | Covenant Health Plans Inc. | One closed matter (2019) | None | Clear — see Section VI.A | C&H's Washington, D.C. office provided limited regulatory advice to Covenant in 2019 regarding a Medicare Advantage enrollment issue. Matter closed; no ongoing relationship. See detailed analysis in Section VI.A.
9 | Westbrook Hale LLP | N/A — co-counsel | N/A | Clear | Not a party; parallel representation of the same client. See Section V.
10 | Linden & Pryor LLP | None | None | Clear | No C&H representations of or adverse to this firm. Linden & Pryor represents Meridian Diagnostics and will be a counterparty in arrangement restructuring negotiations.
11 | Grayson Whitaker & Associates LLP | None | None | Clear | No prior matters.
12 | Halsted Accounting Group LLP | None | None | Clear | No prior matters.
13 | Northbridge Valuation Advisors LLC | None | None | Clear | No prior matters.
# | Individual | Prior/Current C&H Representation | Adverse Representations | Result | Notes
14 | Dr. Nathan Ellsworth | None | None | Clear | —
15 | Patricia Yamamoto | None | None | Clear | —
16 | Derek Huang | None | None | Clear | —
17 | Dr. Vivian Chao | None | None | Clear | —
18 | Dr. Karen Ellsworth | None | None | Clear | Her 4.2% passive equity interest in Pinnacle Laboratory Services Inc. is a subject of the engagement review, not a basis for a conflict for C&H.
19 | Claudia Sorrento | None | None | Clear | —
20 | Marcus Whitmore | None | None | Clear | —
21 | Dr. Franklin Osei | None | None | Clear | —
22 | Gerald Pratt | None | None | Clear | —
23 | Elena Marchetti | None (not as client) | None | Clear | Ms. Marchetti was not searched as a client or party; she is co-counsel to AHT's general outside counsel.
24 | Thomas Beckett | None (not as client) | None | Clear | Mr. Beckett was not searched as a client or party; he is counsel to Meridian Diagnostics.
25 | Carolyn Fitch | None | None | Clear | —
26 | Ronald Desmond | None | None | Clear | —
27 | Sandra Kilpatrick | None | None | Clear | —

MEMORANDUM

MATTER NUMBER: 1010-00003

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