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

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP One Federal Street, 30th Floor Boston, Massachusetts 02110 Telephone: (617) 555-4200 Facsimile: (617) 555-4201 www.calderwoodharkness.com

February 3, 2023

Matter Number: 1010-00003

Via Email and First Class Mail

Patricia Yamamoto, Esq. General Counsel Arbor Health Technologies Inc. 200 Concord Avenue, Suite 400 Cambridge, Massachusetts 02138

Derek Huang Chief Compliance Officer Arbor Health Technologies Inc. 200 Concord Avenue, Suite 400 Cambridge, Massachusetts 02138

Re: Anti-Kickback Statute / Stark Law Self-Assessment and Remediation Engagement — Document and Information Request

Dear Ms. Yamamoto and Mr. Huang:

We write in connection with the engagement letter dated January 30, 2023, between Calderwood & Harkness LLP and Arbor Health Technologies Inc. ("AHT"), pursuant to which AHT retained this firm to conduct a comprehensive self-assessment and remediation review of AHT's physician compensation arrangements, referral relationships, and vendor contracts under applicable federal and state healthcare fraud and abuse laws. This engagement was authorized by AHT Board Resolution No. 2023-01-004, adopted January 24, 2023.

The purpose of this letter is to request the production of documents and information necessary for Calderwood & Harkness to conduct the comprehensive self-assessment of AHT's physician compensation arrangements, referral relationships, and vendor contracts under the federal Anti-Kickback Statute ("AKS"), 42 U.S.C. § 1320a-7b, and the Physician Self-Referral Law (the "Stark Law"), 42 U.S.C. § 1395nn, as well as applicable state fraud and abuse statutes in each of the states in which AHT operates clinical facilities. This request is informed by, and should be read in conjunction with, the compliance gap assessment report prepared by Grayson Whitaker & Associates LLP (Report Reference: GW-AHT-2022-Final, dated December 12, 2022; engagement principal: Carolyn Fitch), which identified seventeen (17) "high-risk" and twenty-three (23) "moderate-risk" arrangements requiring legal review — forty (40) arrangements in total. Our self-assessment will encompass each of these flagged arrangements, as well as additional arrangements that may be identified during the course of our review.

This request covers all twenty-three (23) Arbor Health Clinic locations operated by AHT across the Commonwealth of Massachusetts (14 clinics), the State of Connecticut (4 clinics), the State of Rhode Island (3 clinics), and the State of New Hampshire (2 clinics). To the extent that any documents responsive to this request are maintained at individual clinic locations rather than at AHT's corporate headquarters, we request that AHT undertake reasonable efforts to collect and produce those documents as well.

We request that all documents be produced in electronic format where available, organized by category corresponding to the numbered sections set forth below. Where documents are available only in hard copy, we request that AHT scan such documents and produce them as searchable PDF files. For any documents or categories of documents withheld from production on the basis of attorney-client privilege, the work product doctrine, or any other applicable privilege or protection, we request that AHT prepare and provide a privilege log identifying each withheld document by date, author, recipient(s), subject matter, and the specific privilege or protection asserted.

The primary points of contact for document production coordination at Calderwood & Harkness are Christopher Aiken, Senior Associate (direct: (617) 555-4218; email: caiken@calderwoodharkness.com), and Amy Whitfield, Associate (direct: (617) 555-4232; email: awhitfield@calderwoodharkness.com). Miriam Calloway, Partner, is overseeing this engagement and is available for any matters requiring partner-level attention.

GENERAL INSTRUCTIONS

The following general instructions apply to all categories of documents and information requested below:

1. Definition of "AHT." As used in this letter, the term "AHT" refers collectively to Arbor Health Technologies Inc. (EIN: 84-3291057; NPI: 1497253810), all Arbor Health Clinic locations, and any subsidiaries, affiliates, joint ventures, or other entities in which AHT holds a direct or indirect ownership interest or over which AHT exercises management or operational control. This definition includes, without limitation, ConnectiCare Physicians Network, LLC, and any other entity through which AHT provides management services to third-party physician practices.

2. Relevant Time Period. Unless otherwise specified with respect to a particular category or request, the relevant time period for this document request is January 1, 2019 through the present date (February 3, 2023). Where a request specifies a different time period, that specification controls.

3. Production Format. We request that all documents be produced in native electronic format where possible (e.g., Microsoft Word, Excel, or PDF files in their native format). Email communications should be produced in their native format with all attachments and metadata intact. Where documents exist only in hard copy, they should be scanned as searchable PDF files and produced electronically.

4. Custodian Identification. For each category of documents produced, we request that AHT identify the custodian or custodians from whom the documents were collected, including the custodian's name, title, and the physical or electronic location from which the documents were retrieved.

5. Documents Previously Shared with Westbrook Hale LLP. Documents previously shared with Westbrook Hale LLP (Elena Marchetti, Partner) in connection with the acquisition of Lakeview Medical Associates, P.C. or other corporate matters should be included in AHT's production unless subject to a separate privilege determination. To the extent that AHT determines that any such documents are subject to a privilege held by AHT (as opposed to a third party), those documents should nonetheless be produced to Calderwood & Harkness, as our engagement encompasses a review of the matters to which those documents relate.

6. Coordination with Halsted Accounting Group LLP. We request that AHT coordinate production with Halsted Accounting Group LLP (Ronald Desmond, Engagement Partner; 225 Dyer Street, Suite 800, Providence, RI 02903) to the extent that financial data, audit workpapers, management letters, or other materials in Halsted's possession are responsive to this request. Where Halsted holds documents relevant to our review, we request that AHT authorize and direct Halsted to produce copies of such materials directly to Calderwood & Harkness or through AHT's production, as AHT may prefer.

7. Privilege Log. For any documents withheld from production on the basis of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection, AHT should prepare and produce a privilege log that identifies each withheld document by: (a) date; (b) author; (c) all recipients; (d) general subject matter description (to the extent possible without disclosing privileged content); and (e) the specific privilege or protection asserted.

CATEGORY I: CORPORATE ORGANIZATION AND GOVERNANCE DOCUMENTS

1.1. AHT's Certificate of Incorporation filed with the Delaware Secretary of State, including all amendments, certificates of amendment, and restated certificates of incorporation, from the date of initial incorporation through the present.

1.2. AHT's Bylaws, including all amendments and restatements from the date of initial adoption through the present.

1.3. AHT's current organizational chart, reflecting all subsidiaries, affiliates, joint ventures, management arrangements, and other entities in which AHT holds a direct or indirect ownership or control interest. The organizational chart should identify the legal name, jurisdiction of formation, entity type, and ownership percentages for each entity depicted.

1.4. A complete list of all AHT clinic locations (all 23 clinics currently in operation), including for each location: (a) the street address; (b) the state of operation; (c) the date on which AHT commenced operations at the location (or, for acquired locations, the date of acquisition); and (d) a description of the clinical services offered at the location, including, without limitation, primary care, cardiology, orthopedics, gastroenterology, in-office laboratory services, diagnostic imaging services, and physical therapy services.

1.5. The current composition of AHT's Board of Directors, including: (a) the name, title, and principal business affiliation of each director; (b) the date on which each director was appointed or elected; (c) identification of any directors designated by Ridgeline Capital Partners Fund IV, L.P., including but not limited to Claudia Sorrento, Managing Director, and Marcus Whitmore, Principal, of Ridgeline Capital Advisors LLC (400 Steamboat Road, Suite 300, Greenwich, CT 06830); and (d) any committee assignments for each director (including membership on the Compliance Committee, Audit Committee, or Compensation Committee, if applicable).

1.6. The AHT Compliance Committee Charter, as initially adopted on April 15, 2021, and as amended on October 30, 2022, together with all meeting minutes, agendas, written reports, and presentation materials from all Compliance Committee meetings held from inception of the Committee through the present date.

1.7. Minutes of all meetings of the AHT Board of Directors at which the Board addressed, discussed, or received reports concerning: (a) regulatory compliance; (b) physician compensation arrangements; (c) referral relationships; (d) acquisitions, mergers, or joint ventures involving healthcare providers; (e) government investigations, enforcement actions, or inquiries; or (f) any other matter relating to the Anti-Kickback Statute, the Stark Law, or state healthcare fraud and abuse statutes. This request covers the period from January 1, 2019 through the present.

1.8. All state healthcare facility licenses currently held by AHT or any AHT clinic location in Massachusetts, Connecticut, Rhode Island, and New Hampshire, together with all applications, renewal applications, and correspondence with state licensing authorities related thereto.

1.9. All provider enrollment documents evidencing AHT's and its clinics' enrollment in the Medicare and Medicaid programs, including all CMS-855 forms (or their equivalents), provider enrollment approval letters, and CMS Provider Transaction Access Numbers (PTANs). We understand that AHT's lead PTAN is 27MA4891; please confirm this and produce documentation for all PTANs associated with AHT clinic locations.

1.10. AHT's registered agent information, including any filings or correspondence with Capitol Corporate Services, Inc. (1675 South Ashbury Asset Advisors, Suite B, Dover, DE 19901), AHT's registered agent in Delaware.

1.11. Documentation of any prior government investigations, enforcement actions, civil or criminal proceedings, voluntary self-disclosures, Corporate Integrity Agreements, or other regulatory actions involving AHT or any predecessor or affiliated entity. We understand that AHT has not been subject to any Corporate Integrity Agreement and has no pending requests for OIG Advisory Opinions; please confirm this understanding in writing and produce any documents relevant to this confirmation.

CATEGORY II: PHYSICIAN EMPLOYMENT AGREEMENTS

2.1. All current physician employment agreements for the one hundred forty-seven (147) W-2 employed physicians at AHT, including all schedules, exhibits, appendices, and attachments thereto. For each agreement, we request that the following terms be clearly identified or, if not apparent from the face of the agreement, summarized by AHT in a cover memorandum:

(a) Base salary and compensation methodology, including whether compensation is structured as a fixed salary, a productivity-based model (e.g., work relative value units ("wRVU")-based compensation), a quality bonus or incentive arrangement, or a hybrid of these methodologies;

(b) Benefit schedules and all forms of ancillary compensation, including but not limited to signing bonuses, retention bonuses, relocation assistance, student loan repayment or forgiveness, housing allowances, automobile allowances, CME stipends, professional society dues, and malpractice insurance premium payments;

(c) Term and renewal provisions, including the initial term, any automatic renewal or evergreen provisions, and any holdover clauses that permit the employment relationship to continue beyond the stated term absent affirmative notice of termination;

(d) Non-compete and restrictive covenant provisions, including geographic scope, durational limits, and any provisions governing non-solicitation of patients or referral sources;

(e) All fair market value ("FMV") certifications, opinions, or memoranda, if any, obtained by AHT or the physician at or around the time of execution of each agreement, including identification of the firm or individual providing the FMV determination.

2.2. All amendments, addenda, side letters, letter agreements, and other documents modifying the terms of any physician employment agreement identified in response to Request 2.1, from the date of initial execution through the present.

2.3. Compensation summaries or schedules showing the actual total compensation paid to each employed physician for fiscal years 2020, 2021, and 2022, including a breakdown by component (base salary, productivity-based compensation, quality bonuses, other incentive payments, and ancillary compensation). We understand that AHT's median primary care physician ("PCP") compensation has been reported at approximately $278,000 per year, and median specialist compensation at approximately $412,000 per year. We request documentation sufficient to verify these figures and to identify any individual physicians whose total compensation materially exceeds these medians.

2.4. Physician productivity data for fiscal years 2020, 2021, and 2022, including wRVU reports, patient encounter volumes, patient panel sizes (for primary care physicians), and any other productivity metrics used by AHT to calculate productivity-based compensation. We request that this data be produced in spreadsheet (native Excel) format to the extent available.

CATEGORY III: LAKEVIEW MEDICAL ASSOCIATES — ACQUIRED ARRANGEMENTS

3.1. The Asset Purchase Agreement dated on or about August 15, 2022, between AHT (or its designee) and Lakeview Medical Associates, P.C. (a Massachusetts professional corporation; former EIN: 04-3782145), together with all ancillary transaction documents, including but not limited to:

(a) All schedules and exhibits to the Asset Purchase Agreement, including in particular any schedule of assumed contracts, schedule of excluded assets, and schedule of permitted encumbrances;

(b) All representations and warranties made by Lakeview Medical Associates, P.C. regarding regulatory compliance, including representations regarding compliance with the Anti-Kickback Statute, the Stark Law, and Massachusetts healthcare fraud and abuse statutes;

(c) Due diligence materials assembled or reviewed in connection with the transaction, including any due diligence memoranda, checklists, or reports related to physician arrangements, referral relationships, and regulatory compliance;

(d) All correspondence between AHT and its transaction counsel at Westbrook Hale LLP (Elena Marchetti, Partner) regarding regulatory diligence findings, identified compliance risks, or recommended remediation steps in connection with the Lakeview acquisition;

(e) Closing documents, including the bill of sale, assignment and assumption agreements, and any escrow or holdback arrangements;

(f) Any post-closing adjustment or indemnification correspondence.

3.2. All fourteen (14) physician agreements assumed by AHT in the Lakeview acquisition, consisting of twelve (12) employment agreements and two (2) independent contractor agreements, together with all amendments, addenda, side letters, and other modifications thereto, from the date of original execution through the present. For any of these agreements that have been amended, restated, or replaced by AHT following the acquisition closing, please produce both the pre-acquisition version (as assumed) and the current version (as amended or replaced).

3.3. The three (3) medical director agreements assumed by AHT in the Lakeview acquisition, with annual compensation of $45,000, $60,000, and $72,000, respectively, together with all amendments and modifications. For each agreement, please produce the duty descriptions, required hours, time logs or activity reports, and any FMV documentation supporting the compensation levels.

3.4. The two (2) office lease agreements assumed by AHT in the Lakeview acquisition:

(a) The lease for the Worcester clinic location at 75 Belmont Street, Worcester, MA 01605, including all amendments, rent schedules, and any FMV appraisals or market comparables obtained in connection with the lease or its assumption; and

(b) The lease for the Shrewsbury clinic location at 310 Main Street, Suite 2A, Shrewsbury, MA 01545, including all amendments, rent schedules, and any FMV appraisals or market comparables obtained in connection with the lease or its assumption.

3.5. Pre-acquisition financial data for Lakeview Medical Associates, P.C., including: (a) annual revenue data (we understand approximately $18.2 million); (b) Medicare and Medicaid revenue data (we understand approximately $10.9 million, or approximately 60% of total revenue); (c) payer mix information; and (d) any financial projections, pro formas, or valuation analyses prepared in connection with the acquisition.

3.6. All documentation relating to the transition of Dr. Vivian Chao from her position as Managing Partner of Lakeview Medical Associates, P.C. to her current role as AHT Regional Medical Director (Central Massachusetts), including: (a) her current employment or independent contractor agreement with AHT; (b) her current compensation arrangement, including base salary, incentive compensation, and any transition-related payments (e.g., retention bonuses, earn-out provisions, or consulting fees); and (c) any correspondence regarding the negotiation of her post-acquisition role and compensation.

3.7. Documentation of any joint venture, ancillary service, or shared services arrangements that Lakeview Medical Associates, P.C. maintained prior to the acquisition, whether or not such arrangements were assumed by AHT, including but not limited to: (a) clinical laboratory arrangements; (b) diagnostic imaging arrangements; (c) physical therapy arrangements; (d) durable medical equipment supply arrangements; and (e) any other arrangements involving the provision of designated health services.

CATEGORY IV: INDEPENDENT CONTRACTOR AND MEDICAL DIRECTOR AGREEMENTS

4.1. All thirty-eight (38) current independent contractor and medical director agreements to which AHT is a party, including all schedules, exhibits, appendices, and attachments thereto. For each agreement, we request that the following terms be clearly identified or, if not apparent from the face of the agreement, summarized by AHT in a cover memorandum:

(a) Compensation terms, including stipend amounts. We understand that stipend amounts across the 38 arrangements range from $25,000 to $110,000 per year, with an aggregate annual cost of approximately $1.92 million;

(b) Detailed descriptions of the duties and responsibilities assigned to each medical director or independent contractor, including the scope of clinical, administrative, and supervisory responsibilities;

(c) Required hours of service, stated either as a monthly minimum, annual minimum, or other measure. We understand that the mean reported required hours across all medical director arrangements is approximately 8.4 hours per month per arrangement;

(d) Time logs, activity reports, attendance records, meeting minutes, or other contemporaneous documentation of hours actually worked and duties actually performed by each medical director or independent contractor. This documentation is critical to our assessment of whether the arrangements satisfy the requirements of the applicable AKS safe harbors and Stark Law exceptions;

(e) Term, renewal, and termination provisions, including the initial term, any automatic renewal provisions, and the circumstances under which either party may terminate the arrangement with or without cause;

(f) All fair market value certifications, opinions, or memoranda, if any, obtained by AHT at or around the time of execution of each agreement, or at any subsequent renewal or amendment, including identification of the firm or individual providing the FMV determination.

4.2. Calculation support for the effective average hourly rate across all medical director arrangements. Based on preliminary data, we understand that: (a) total aggregate annual medical director compensation is approximately $1.92 million; (b) total aggregate annual required hours across all 38 arrangements are approximately 3,830.4 hours (38 arrangements × 8.4 hours/month × 12 months); and (c) the resulting effective average hourly rate is approximately $501.28 per hour. We request documentation sufficient to verify or correct these figures, including any internal analyses or spreadsheets used by AHT to calculate or monitor medical director compensation rates.

4.3. Any benchmark data, compensation surveys, or market analyses previously relied upon by AHT to establish or justify medical director compensation levels, including but not limited to data from the Medical Group Management Association (MGMA), SullivanCotter, the American Medical Group Association (AMGA), or other nationally recognized compensation survey sources. To the extent that AHT relied upon internal benchmarking, custom analyses, or other proprietary data, we request production of those materials as well.

4.4. All correspondence (including emails, letters, and memoranda) regarding the negotiation, renegotiation, or amendment of medical director or independent contractor agreement terms, including any correspondence reflecting discussions regarding compensation levels, required hours, duty descriptions, or FMV considerations.

CATEGORY V: MERIDIAN DIAGNOSTICS LLC — FACILITY ACCESS AND REFERRAL ARRANGEMENT

5.1. The services agreement between AHT and Meridian Diagnostics LLC (88 Trumbull Street, Hartford, CT 06103; EIN: 82-4019673) dated March 1, 2021, together with all amendments, schedules, exhibits, and attachments thereto. Please produce the fully executed version of the agreement as well as any drafts that reflect material changes in terms during the negotiation process.

5.2. Documentation of the per-scan facility access fee structure established under the Meridian arrangement, including: (a) the per-scan fee of $185; (b) the total number of scans performed by Meridian at AHT clinic locations in fiscal year 2022 (we understand approximately 4,200 scans); (c) the total facility access fees paid by Meridian to AHT in fiscal year 2022 (we understand approximately $777,000); and (d) any documentation reflecting the basis on which the $185 per-scan fee was established, including FMV analyses, market comparables, or internal cost studies.

5.3. Identification of the four (4) AHT clinic locations at which Meridian provides mobile MRI and advanced diagnostic imaging services, including for each location: (a) the street address; (b) the services provided by Meridian at that location; (c) the schedule or frequency of Meridian's presence at the location; and (d) the physical space, equipment, and support services (if any) made available to Meridian at the location.

5.4. Referral data reflecting total referrals from AHT physicians to Meridian Diagnostics in fiscal year 2022, including: (a) the total number of referrals; (b) the total dollar volume of referrals (we understand approximately $2.8 million in referral volume); (c) a breakdown of referrals by referring physician; and (d) a breakdown of referrals by AHT clinic location. To the extent available, we also request referral data for fiscal years 2020 and 2021 for comparison purposes.

5.5. Documentation of Meridian Diagnostics LLC's ownership structure, including: (a) Meridian's operating agreement, certificate of formation, or other governing documents; (b) identification of all members and their respective ownership percentages, including Dr. Franklin Osei (60%, Managing Member and Radiologist) and Gerald Pratt (40%, non-physician investor); and (c) identification of any AHT physicians or AHT employees who hold any ownership interest, investment interest, or compensation arrangement with Meridian.

5.6. Any correspondence between AHT and Meridian Diagnostics, or between AHT and Meridian's counsel at Linden & Pryor LLP (Thomas Beckett, Partner; 750 Main Street, Suite 1400, Hartford, CT 06103), regarding the terms of the facility access arrangement, including correspondence regarding the per-scan fee, the scope of services, the duration of the arrangement, or any proposed amendments.

5.7. All fair market value appraisals, opinions, or market comparable analyses, if any, obtained by AHT or Meridian in connection with the facility access fee or any other financial terms of the arrangement.

5.8. Detailed space and equipment descriptions for each of the four (4) AHT clinic locations at which Meridian operates, including: (a) floor plans or diagrams showing the space used by Meridian; (b) square footage calculations; (c) descriptions of any equipment or utilities provided by AHT for Meridian's use; and (d) any written specifications or requirements regarding the space and infrastructure necessary for Meridian's mobile MRI or diagnostic imaging operations.

CATEGORY VI: PINNACLE LABORATORY SERVICES INC. — LABORATORY REFERRAL ARRANGEMENT

6.1. The preferred laboratory agreement between AHT and Pinnacle Laboratory Services Inc. (1200 Warwick Avenue, Suite 110, Warwick, RI 02886; EIN: 05-6138290) dated June 15, 2020, together with all amendments, addenda, schedules, exhibits, and attachments thereto.

6.2. All documentation relating to the no-cost electronic laboratory interface integrated into AHT's ArborConnect platform, the estimated market value of which is approximately $120,000 per year. We request production of the following materials related to this interface:

(a) Technical specifications, architecture diagrams, and integration scope documents describing the functionality of the electronic laboratory interface;

(b) Any written agreements, memoranda of understanding, license terms, service level agreements, or other documents governing the provision, maintenance, and use of the interface;

(c) Any cost or value estimates prepared by AHT, Pinnacle, or any third party regarding the fair market value of the interface technology, including any estimates used by Grayson Whitaker in the gap assessment;

(d) Documentation of who bears the costs of developing, implementing, maintaining, and updating the interface, including any cost-sharing arrangements.

6.3. All documentation relating to continuing medical education ("CME") events sponsored by Pinnacle Laboratory Services in fiscal year 2022, including:

(a) Descriptions of each of the four (4) CME events sponsored by Pinnacle, including the topic, date, location, duration, and accreditation status of each event;

(b) Attendee lists for each event, identifying which attendees are AHT-employed physicians, AHT-affiliated physicians, or other healthcare professionals associated with AHT;

(c) Documentation of the total value of Pinnacle's CME sponsorship (we understand approximately $86,000 in aggregate for the four events), including a breakdown of costs by event;

(d) Any written sponsorship agreements, grant agreements, or letters of agreement between AHT and Pinnacle governing the CME sponsorship, including any provisions regarding the selection of topics, speakers, attendees, or the content of educational materials.

6.4. Referral data reflecting total outpatient laboratory referrals from AHT clinics in Rhode Island and southeastern Massachusetts to Pinnacle Laboratory Services in fiscal year 2022, including: (a) the total dollar volume of referrals (we understand approximately $1.65 million); (b) the total number of test orders or referral transactions; (c) a breakdown of referrals by referring physician and by AHT clinic location; and (d) comparable referral data for fiscal years 2020 and 2021.

6.5. All documentation relating to Dr. Karen Ellsworth's 4.2% passive equity interest in Pinnacle Laboratory Services Inc., including:

(a) Any disclosure, conflict-of-interest filing, or other notification made by Dr. Nathan Ellsworth (AHT Chief Executive Officer) or by AHT regarding Dr. Karen Ellsworth's equity interest in Pinnacle, whether made to the AHT Board of Directors, the Compliance Committee, AHT employees, or any external party;

(b) Records of all dividends, distributions, or other financial returns received by Dr. Karen Ellsworth from Pinnacle, from the date of her initial investment through the present;

(c) Pinnacle investor, shareholder, or member agreements, operating agreements, or other governing documents reflecting Dr. Karen Ellsworth's equity interest, including any restrictions on transfer, voting rights, or participation in Pinnacle's management or operations;

(d) Any analysis conducted by AHT, its counsel, or its compliance advisors regarding the potential implications of Dr. Karen Ellsworth's Pinnacle equity interest under the AKS or the Stark Law.

6.6. To the extent known to AHT, documentation of Pinnacle's ownership structure and a list of any other physician investors in Pinnacle, particularly any physicians who are employed by or otherwise affiliated with AHT.

CATEGORY VII: CONNECTICARE PHYSICIANS NETWORK, LLC — MANAGEMENT SERVICES ARRANGEMENTS

7.1. All management services agreements ("MSAs") between AHT, ConnectiCare Physicians Network, LLC (55 Asylum Street, 7th Floor, Hartford, CT 06103), or any other AHT affiliate, on the one hand, and each of the nine (9) independently owned physician practices in Strathmore Mutual Insurance, Connecticut area to which AHT provides management services, on the other hand. Please produce the fully executed version of each MSA, together with all amendments, addenda, schedules, exhibits, and attachments.

7.2. Documentation of the management fee calculation methodology, including: (a) the contractual management fee rate (we understand 15% of collected net revenue); (b) aggregate managed practice revenue across all nine practices (we understand approximately $31.53 million in fiscal year 2022); (c) aggregate management fee revenue received by AHT or ConnectiCare Physicians Network, LLC (we understand approximately $4.73 million in fiscal year 2022); and (d) any adjustments, credits, offsets, or other modifications to the fee calculation.

7.3. Financial schedules showing the management fee calculation for each of the nine managed practices individually, for fiscal years 2020, 2021, and 2022, including: (a) gross charges; (b) contractual adjustments; (c) collected net revenue; and (d) the resulting management fee.

7.4. A detailed description of the management services provided by AHT or ConnectiCare Physicians Network, LLC to the managed practices, including but not limited to: (a) billing and coding services; (b) practice management and administrative support; (c) IT infrastructure, including access to the ArborConnect platform; (d) human resources support; (e) regulatory compliance support; (f) credentialing and payer enrollment services; and (g) any other services provided under the MSAs.

7.5. Referral data reflecting referrals from the nine managed practices to AHT-owned or AHT-operated ancillary services, including clinical laboratory services, diagnostic imaging services, and physical therapy services, for fiscal years 2020, 2021, and 2022. For each fiscal year, we request: (a) total referral volumes by type of ancillary service; (b) total dollar amounts of referrals by type of ancillary service; (c) a breakdown by referring managed practice; and (d) any documentation reflecting the relationship, if any, between management fee arrangements and referral patterns.

7.6. Organizational charts and ownership information for each of the nine managed practices, including identification of: (a) the legal name and entity type of each practice; (b) the ownership structure of each practice; (c) the names and specialties of all physician owners; and (d) any relationships between the physician owners of the managed practices and AHT (e.g., prior employment, familial relationships, or referral relationships).

7.7. Any fair market value analyses, benchmarking studies, or market comparables supporting the 15% management fee rate, including any analyses conducted by AHT, outside valuation consultants, or compliance advisors.

CATEGORY VIII: COVENANT HEALTH PLANS INC. — VALUE-BASED PAYMENT ARRANGEMENTS

8.1. The provider agreement between AHT and Covenant Health Plans Inc. (500 Boylston Street, 12th Floor, Boston, MA 02116), including all amendments, addenda, and value-based payment schedules. To the extent that the provider agreement consists of a master agreement and multiple schedules or appendices addressing different lines of business, products, or value-based arrangements, we request production of all such components.

8.2. Documentation of value-based incentive bonuses received by AHT from Covenant Health Plans, including: (a) total incentive bonus amounts received in fiscal year 2022 (we understand approximately $2.1 million); (b) the quality metrics, clinical outcomes measures, and cost benchmarks used to determine incentive bonus eligibility and amounts; (c) the measurement methodologies used to assess AHT's performance against applicable metrics; and (d) the bonus calculation formulas, including any tiered bonus structures or shared savings arrangements.

8.3. Revenue data reflecting AHT's total revenue from Covenant Health Plans in fiscal year 2022 (we understand approximately $38.6 million, representing approximately 18% of AHT's total net revenue of $214.3 million), as well as comparable revenue data for fiscal years 2020 and 2021.

8.4. Any value-based enterprise ("VBE") participation agreements, VBE participant agreements, or related documentation executed by AHT in connection with its arrangements with Covenant Health Plans, including any documentation relating to AHT's eligibility for protection under the CMS Stark Law value-based arrangements exceptions (42 C.F.R. § 411.357(aa)) or the OIG's value-based arrangements safe harbors (42 C.F.R. § 1001.952(ee)–(gg)).

8.5. Quality metric performance reports, dashboards, scorecards, and other performance documentation for the measurement periods relevant to the fiscal year 2022 value-based incentive bonuses, as well as any correspondence between AHT and Covenant Health Plans regarding performance results, bonus calculations, or disputed metrics.

CATEGORY IX: OFFICE SPACE LEASES AND SUBLEASES

9.1. All office space leases for each of the twenty-three (23) AHT clinic locations, including the two (2) Lakeview legacy leases for the Worcester clinic (75 Belmont Street, Worcester, MA 01605) and the Shrewsbury clinic (310 Main Street, Suite 2A, Shrewsbury, MA 01545). For each lease, please produce the fully executed lease agreement, all amendments, renewals, and extensions, and any correspondence with landlords regarding lease modifications.

9.2. Any subleases, shared-space arrangements, time-share agreements, or other agreements pursuant to which AHT makes clinic space available to physicians, physician practices, or other healthcare providers. This request includes any arrangements in which AHT provides examination rooms, procedure rooms, office space, or common areas to referring physicians or entities that refer patients to AHT for designated health services.

9.3. Rent schedules, FMV appraisals, and market comparable analyses for each lease and sublease identified in response to Requests 9.1 and 9.2, including: (a) the current rental rate per square foot; (b) the date on which the rental rate was established or most recently adjusted; (c) any FMV opinions, broker opinions of value, or comparable lease surveys obtained by AHT; and (d) any internal analyses or memoranda regarding the reasonableness of rental rates.

9.4. Floor plans and square footage calculations for all leased and subleased spaces at each AHT clinic location, including: (a) total leased square footage; (b) a breakdown of space by use (clinical, administrative, common areas); and (c) the square footage of any subleased or shared spaces.

9.5. Documentation of any below-market or above-market rent arrangements identified by Grayson Whitaker & Associates LLP in the gap assessment report (GW-AHT-2022-Final) or by Halsted Accounting Group LLP in the course of audit or advisory work, including any narrative descriptions, risk scoring, or remediation recommendations related to such arrangements.

CATEGORY X: EQUIPMENT LEASES AND ACCESS AGREEMENTS

10.1. All equipment lease and access agreements to which AHT is a party, including agreements for the lease, rental, or use of diagnostic imaging equipment (MRI, CT, X-ray, ultrasound), laboratory equipment, physical therapy equipment, and any other clinical or medical equipment located at AHT clinic locations. For each agreement, please produce the fully executed agreement, all amendments, and all schedules or exhibits.

10.2. Equipment schedules identifying each item of leased equipment, the lessor or provider, the lease term, the rental rate, and any FMV documentation supporting the rental rate. To the extent available, please produce any appraisals, market surveys, or comparable rental rate analyses obtained by AHT.

10.3. The Meridian Diagnostics LLC facility access agreement (cross-reference to Category V above), insofar as it involves AHT's provision of space, equipment, utilities, or other resources to Meridian for the operation of mobile MRI or advanced diagnostic imaging services at AHT clinic locations.

CATEGORY XI: ARBORCONNECT SaaS PLATFORM — LICENSING AND RELATED ARRANGEMENTS

11.1. All ArborConnect SaaS subscription and license agreements currently in effect between AHT and external physician practices. We understand that AHT currently licenses the ArborConnect platform to approximately forty-two (42) external physician practices, generating approximately $8.9 million in annual subscription revenue. For each agreement, please produce the fully executed license or subscription agreement, including all schedules, exhibits, service level agreements, and order forms.

11.2. Documentation of any referral relationships between ArborConnect licensee practices and AHT clinical services, including: (a) referral volumes and dollar amounts from ArborConnect licensees to AHT-owned or AHT-operated clinical services (laboratory, imaging, physical therapy, or other designated health services) for fiscal years 2020, 2021, and 2022; (b) any contractual provisions in ArborConnect license agreements that address or incentivize referrals to AHT; and (c) any internal analyses or correspondence regarding the relationship between ArborConnect licensing and referral patterns.

11.3. Technical integration agreements and related documentation, including the Pinnacle Laboratory Services electronic interface (cross-reference to Category VI above) and any other third-party integrations built into or offered through the ArborConnect platform. For each integration, please identify the third-party entity, the nature of the integration, the cost or value of the integration, and any financial arrangements between AHT and the third party related thereto.

CATEGORY XII: VENDOR AND THIRD-PARTY ARRANGEMENTS

12.1. All contracts and agreements between AHT and clinical laboratories other than Pinnacle Laboratory Services Inc., including reference laboratories, specialty laboratories, and any laboratories to which AHT refers specimens for testing not available at AHT in-office laboratory facilities.

12.2. All contracts and agreements between AHT and diagnostic imaging providers other than Meridian Diagnostics LLC, including agreements for the provision of radiology reading services, teleradiology services, or any other imaging-related services.

12.3. All contracts and agreements between AHT and pharmaceutical companies, including any arrangements involving drug samples, educational grants, speaker's bureau participation, consulting arrangements, or clinical trial agreements.

12.4. All contracts and agreements between AHT and medical device manufacturers, including any arrangements involving device purchases, equipment loans, product evaluations, consulting fees, or royalty payments.

12.5. All contracts and agreements between AHT and group purchasing organizations ("GPOs"), including documentation of any administrative fees, rebates, or other remuneration received by AHT through GPO arrangements.

12.6. Documentation of any arrangements with any vendor, supplier, or third party pursuant to which AHT or any AHT physician received free goods, services, discounts, rebates, or any other form of remuneration. This request encompasses in-kind services, technology subsidies, and any other items of value.

12.7. Documentation of any vendor-sponsored events, meals, gifts, educational programs, or other items of value provided to AHT employees, physicians, or staff by any vendor, supplier, or third party, for fiscal years 2020, 2021, and 2022.

CATEGORY XIII: COMPLIANCE PROGRAM DOCUMENTS

13.1. AHT's current corporate compliance program manual, including the most recent version in effect and any prior versions that were in effect during the relevant time period (January 1, 2019 through the present).

13.2. All compliance policies and procedures currently in effect at AHT, including but not limited to the following specific policies:

(a) Physician compensation policies, including policies governing the establishment and review of physician compensation levels, the use of FMV analyses, and the approval process for new or amended physician arrangements;

(b) Referral and self-referral policies, including policies addressing the Stark Law, the AKS, and state-specific referral prohibitions, as well as policies governing physician referral patterns and tracking;

(c) Vendor and third-party arrangement policies, including policies governing the approval, review, and monitoring of arrangements with vendors, laboratories, imaging providers, and other healthcare entities;

(d) Gifts, meals, and entertainment policies, including policies governing the receipt and provision of gifts, meals, entertainment, and other items of value in connection with AHT's business relationships;

(e) Conflict-of-interest policies, including policies requiring disclosure of financial interests, ownership interests, and other potential conflicts of interest by AHT officers, directors, employees, and affiliated physicians;

(f) FMV determination procedures, including any standard operating procedures, guidelines, or templates used by AHT to obtain, evaluate, or document FMV opinions for physician compensation, office leases, equipment leases, or other arrangements.

13.3. Compliance hotline or compliance reporting protocols and procedures, together with logs, records, or summaries of all compliance reports, complaints, and inquiries received through the hotline or any other reporting mechanism, from January 1, 2019 through the present. For each report, complaint, or inquiry, please produce documentation of the nature of the report, the date received, the investigation or response undertaken, and the disposition or resolution.

13.4. Records of all compliance training sessions conducted by AHT from January 1, 2019 through the present, including: (a) the dates and locations of each training session; (b) the subject matter and topics covered; (c) the training materials, slide decks, handouts, or other educational materials used; (d) attendance records or sign-in sheets; and (e) any quizzes, tests, or certifications completed by attendees.

13.5. All internal audit reports, compliance assessments, risk assessments, or monitoring reports prepared by AHT's compliance department or by any external consultant or advisor prior to the engagement of Grayson Whitaker & Associates LLP in 2022, including any reports that identified potential risks related to physician compensation, referral relationships, or vendor arrangements.

13.6. The Grayson Whitaker & Associates LLP gap assessment report (Report Reference: GW-AHT-2022-Final, dated December 12, 2022; engagement principal: Carolyn Fitch; Grayson Whitaker & Associates LLP, 4700 River Road, Suite 220, Bethesda, MD 20816), together with all supporting workpapers, data analyses, arrangement-level analyses, risk scoring methodologies, and supporting detail for each of the forty (40) flagged arrangements (17 high-risk and 23 moderate-risk). We also request production of any interim reports, draft reports, or presentation materials provided by Grayson Whitaker to AHT during the course of the engagement.

CATEGORY XIV: FINANCIAL AND AUDIT MATERIALS

14.1. AHT's audited financial statements for fiscal years 2020, 2021, and 2022, as prepared by Halsted Accounting Group LLP (engagement partner: Ronald Desmond; 225 Dyer Street, Suite 800, Providence, RI 02903), including the independent auditor's report, balance sheet, income statement, statement of cash flows, statement of changes in equity, and all notes to the financial statements.

14.2. Halsted Accounting Group LLP's management letter issued in connection with the fiscal year 2022 audit, including in particular the notation that certain physician compensation arrangements may require fair market value substantiation. We also request any prior management letters issued by Halsted for fiscal years 2020 and 2021 that reference compliance, regulatory, or physician arrangement matters.

14.3. Revenue breakdown by payer for fiscal years 2020, 2021, and 2022, including a detailed breakdown of revenue attributable to: (a) Medicare (Traditional Medicare and Medicare Advantage); (b) Medicaid (including all state Medicaid programs); (c) Covenant Health Plans Inc.; and (d) all other commercial payers. We understand that for fiscal year 2022, AHT's total net revenue was approximately $214.3 million, with approximately 61% (approximately $130.7 million) attributable to Medicare and Medicaid and approximately 39% (approximately $83.6 million) attributable to commercial payers.

14.4. Total employee count data for AHT as of the end of each fiscal year (2020, 2021, and 2022), including a breakdown between clinical employees (physicians, advanced practice providers, nurses, medical assistants, laboratory technicians, and other clinical staff) and administrative employees. We understand that AHT currently employs approximately 1,340 clinical and administrative employees.

14.5. Detailed physician compensation reports by individual physician for fiscal years 2020, 2021, and 2022, including: (a) total compensation; (b) a breakdown of compensation by component (base salary, wRVU-based productivity, quality or incentive bonuses, ancillary benefits, and all other forms of compensation); and (c) identification of the physician's specialty, clinic location, and employment or contractor status.

14.6. Medicare Cost Reports (CMS Form 2552) filed by AHT or any AHT-affiliated entity with CMS for fiscal years 2020, 2021, and 2022.

14.7. Any prior FMV appraisals, valuation opinions, or compensation reasonableness opinions obtained by AHT at any time during the relevant time period for: (a) physician compensation arrangements; (b) office leases; (c) equipment leases; (d) management services fees; (e) facility access fees; or (f) any other arrangement involving remuneration between AHT and a referral source or recipient of referrals. For each appraisal or opinion, please produce the complete report together with any engagement letters, representation letters, or correspondence with the appraiser or valuation firm.

CATEGORY XV: REFERRAL DATA AND DESIGNATED HEALTH SERVICES TRACKING

15.1. Referral tracking data for all designated health services ("DHS") under the Stark Law, 42 U.S.C. § 1395nn(h)(6), including but not limited to: (a) clinical laboratory services; (b) physical therapy services; (c) occupational therapy services; (d) radiology and certain other imaging services; (e) radiation therapy services and supplies; (f) durable medical equipment and supplies; (g) prosthetics, orthotics, and prosthetic devices and supplies; (h) home health services; (i) outpatient prescription drugs; and (j) inpatient and outpatient hospital services.

15.2. Referral volumes and dollar amounts by referring physician and receiving entity for fiscal years 2020, 2021, and 2022. We request that this data be provided in a format that permits analysis by: (a) individual referring physician; (b) physician specialty; (c) referring clinic location; (d) type of DHS referred; (e) receiving entity (whether AHT-owned, AHT-affiliated, or external); and (f) payer (Medicare, Medicaid, or commercial). We request production in spreadsheet (native Excel) format to the extent available.

15.3. Documentation of any in-office ancillary services ("IOAS") provided at AHT clinic locations pursuant to the Stark Law in-office ancillary services exception, 42 U.S.C. § 1395nn(b)(2), including: (a) identification of the DHS provided as IOAS at each clinic location; (b) documentation of the supervision arrangements in place for each IOAS (direct supervision, personal supervision, or general supervision, as applicable); (c) billing records reflecting the claims submitted for IOAS during fiscal years 2020, 2021, and 2022; and (d) documentation of the "same building" and "centralized building" requirements under the IOAS exception.

15.4. Any existing DHS tracking reports, compliance dashboards, monitoring tools, or other systems used by AHT to track, monitor, or report on referral patterns, DHS volumes, or compliance with the Stark Law. This includes any reports generated by the ArborConnect platform or any other electronic health record or practice management system.

CATEGORY XVI: STATE LICENSING AND REGULATORY FILINGS

16.1. All state healthcare facility licenses currently held by AHT or any AHT clinic location for operations in the Commonwealth of Massachusetts, the State of Connecticut, the State of Rhode Island, and the State of New Hampshire, together with all applications, renewal applications, and correspondence with state licensing authorities.

16.2. All state-specific regulatory filings relevant to AHT's physician arrangements and referral practices, including without limitation:

(a) Any filings, disclosures, or compliance documentation related to the Massachusetts anti-kickback law, M.G.L. c. 175H, § 3, including any certifications, attestations, or reports required under Massachusetts law;

(b) Any filings, disclosures, or compliance documentation related to the Connecticut referral fee prohibition, Conn. Gen. Stat. § 20-7a(d), or any other Connecticut statute or regulation governing physician referral practices or fee-splitting;

16.3. All correspondence with state regulatory authorities — including state attorneys general, state health departments, state medical boards, and state insurance departments — regarding physician arrangements, referral practices, compliance matters, or any other matters relevant to the subject matter of this engagement, from January 1, 2019 through the present.

CATEGORY XVII: INSURANCE AND RISK MANAGEMENT

17.1. Copies of AHT's current directors and officers ("D&O") liability insurance policies, including all declarations pages, policy forms, and endorsements.

17.2. Copies of AHT's current professional liability and malpractice insurance policies, including all declarations pages, policy forms, and endorsements.

17.3. Copies of any insurance policies or endorsements that address regulatory compliance defense costs, government investigation response costs, regulatory fines or penalties, or self-disclosure-related costs.

17.4. Documentation of any notifications made by AHT to any insurance carrier regarding the current compliance review, the Grayson Whitaker gap assessment, or any potential regulatory exposure identified in connection with AHT's physician arrangements, referral relationships, or vendor contracts.

PRODUCTION SCHEDULE AND LOGISTICS

We request that AHT commence production promptly and deliver an initial production no later than February 17, 2023 (fourteen (14) calendar days from the date of this letter). We understand that certain categories of documents may require additional time to collect, review, and produce. Accordingly, rolling production on a category-by-category basis is permitted, provided that all production is substantially complete no later than March 3, 2023 (twenty-eight (28) calendar days from the date of this letter).

Production Format. As noted in the General Instructions above, we prefer production in native electronic format. Paper documents should be scanned as searchable PDF files. All documents should be organized by category corresponding to the numbered categories set forth above (Categories I through XVII).

Production Delivery. All documents should be delivered via secure file transfer to Calderwood & Harkness's document management system. Detailed instructions for accessing the secure file transfer portal will be provided under separate cover.

Document Production Coordinator. We request that AHT designate a single point of contact to serve as the document production coordinator for purposes of this engagement. This individual should be drawn from the offices of Patricia Yamamoto, General Counsel, or Derek Huang, Chief Compliance Officer, and should be authorized to communicate directly with Christopher Aiken and Amy Whitfield regarding production scheduling, custodian identification, privilege issues, and other logistics.

Coordination with Northbridge Valuation Advisors LLC. Please note that AHT's production of documents in response to this request will directly inform the scope of fair market value opinions to be requested from Northbridge Valuation Advisors LLC (Sandra Kilpatrick, Managing Director; 1600 Market Street, Suite 2800, Philadelphia, PA 19103), which was retained in February 2023 at Calderwood & Harkness's recommendation to provide independent FMV opinions for AHT's physician compensation arrangements, lease arrangements, and other financial relationships under review. Timely and complete production is therefore essential to maintaining the overall engagement timeline.

RESERVATION OF RIGHTS

Calderwood & Harkness reserves the right to submit supplemental or follow-up document requests as the self-assessment progresses and as our review of the initial production identifies additional categories of documents or information that are necessary or relevant to the engagement. This letter does not represent an exhaustive or final identification of all documents and information that may be required.

Nothing in this document request constitutes a waiver of any attorney-client privilege, work product protection, or other privilege or protection held by AHT. Documents produced in response to this request are being provided to AHT's counsel for the purpose of obtaining legal advice and are subject to the attorney-client privilege and work product doctrine applicable to the engagement.

All documents produced by AHT in response to this request should be treated as privileged and confidential and should not be disclosed to any third party without the prior written consent of Calderwood & Harkness, except as specifically authorized by AHT in consultation with this firm.

We would be grateful if you could confirm receipt of this document request at your earliest convenience. Should you have any questions regarding the scope of any category, the identification of responsive documents, or the production logistics, please do not hesitate to contact Christopher Aiken at (617) 555-4218 or caiken@calderwoodharkness.com, or Amy Whitfield at (617) 555-4232 or awhitfield@calderwoodharkness.com.

We would also welcome the opportunity to schedule a conference call among Patricia Yamamoto, Derek Huang, and the Calderwood & Harkness engagement team — Miriam Calloway, Christopher Aiken, and Amy Whitfield — to discuss the production plan, address any initial questions, and establish a cadence for ongoing communications throughout the self-assessment process. Please let us know your availability during the weeks of February 6 and February 13.

We look forward to working with you on this important matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Christopher Aiken Senior Associate Calderwood & Harkness LLP One Federal Street, 30th Floor Boston, Massachusetts 02110 Direct: (617) 555-4218

Email: caiken@calderwoodharkness.com

cc:

Miriam Calloway, Partner, Calderwood & Harkness LLP

Joel Strauss, Partner, Calderwood & Harkness LLP

Amy Whitfield, Associate, Calderwood & Harkness LLP

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP One Federal Street, 30th Floor Boston, Massachusetts 02110 Telephone: (617) 555-4200 Facsimile: (617) 555-4201 www.calderwoodharkness.com
February 3, 2023
Matter Number: 1010-00003
Via Email and First Class Mail
Patricia Yamamoto, Esq. General Counsel Arbor Health Technologies Inc. 200 Concord Avenue, Suite 400 Cambridge, Massachusetts 02138
Derek Huang Chief Compliance Officer Arbor Health Technologies Inc. 200 Concord Avenue, Suite 400 Cambridge, Massachusetts 02138
Re: Anti-Kickback Statute / Stark Law Self-Assessment and Remediation Engagement — Document and Information Request
Dear Ms. Yamamoto and Mr. Huang:
We write in connection with the engagement letter dated January 30, 2023, between Calderwood & Harkness LLP and Arbor Health Technologies Inc. ("AHT"), pursuant to which AHT retained this firm to conduct a comprehensive self-assessment and remediation review of AHT's physician compensation arrangements, referral relationships, and vendor contracts under applicable federal and state healthcare fraud and abuse laws. This engagement was authorized by AHT Board Resolution No. 2023-01-004, adopted January 24, 2023.
The purpose of this letter is to request the production of documents and information necessary for Calderwood & Harkness to conduct the comprehensive self-assessment of AHT's physician compensation arrangements, referral relationships, and vendor contracts under the federal Anti-Kickback Statute ("AKS"), 42 U.S.C. § 1320a-7b, and the Physician Self-Referral Law (the "Stark Law"), 42 U.S.C. § 1395nn, as well as applicable state fraud and abuse statutes in each of the states in which AHT operates clinical facilities. This request is informed by, and should be read in conjunction with, the compliance gap assessment report prepared by Grayson Whitaker & Associates LLP (Report Reference: GW-AHT-2022-Final, dated December 12, 2022; engagement principal: Carolyn Fitch), which identified seventeen (17) "high-risk" and twenty-three (23) "moderate-risk" arrangements requiring legal review — forty (40) arrangements in total. Our self-assessment will encompass each of these flagged arrangements, as well as additional arrangements that may be identified during the course of our review.
This request covers all twenty-three (23) Arbor Health Clinic locations operated by AHT across the Commonwealth of Massachusetts (14 clinics), the State of Connecticut (4 clinics), the State of Rhode Island (3 clinics), and the State of New Hampshire (2 clinics). To the extent that any documents responsive to this request are maintained at individual clinic locations rather than at AHT's corporate headquarters, we request that AHT undertake reasonable efforts to collect and produce those documents as well.
We request that all documents be produced in electronic format where available, organized by category corresponding to the numbered sections set forth below. Where documents are available only in hard copy, we request that AHT scan such documents and produce them as searchable PDF files. For any documents or categories of documents withheld from production on the basis of attorney-client privilege, the work product doctrine, or any other applicable privilege or protection, we request that AHT prepare and provide a privilege log identifying each withheld document by date, author, recipient(s), subject matter, and the specific privilege or protection asserted.
The primary points of contact for document production coordination at Calderwood & Harkness are Christopher Aiken, Senior Associate (direct: (617) 555-4218; email: caiken@calderwoodharkness.com), and Amy Whitfield, Associate (direct: (617) 555-4232; email: awhitfield@calderwoodharkness.com). Miriam Calloway, Partner, is overseeing this engagement and is available for any matters requiring partner-level attention.
GENERAL INSTRUCTIONS
The following general instructions apply to all categories of documents and information requested below:
1. Definition of "AHT." As used in this letter, the term "AHT" refers collectively to Arbor Health Technologies Inc. (EIN: 84-3291057; NPI: 1497253810), all Arbor Health Clinic locations, and any subsidiaries, affiliates, joint ventures, or other entities in which AHT holds a direct or indirect ownership interest or over which AHT exercises management or operational control. This definition includes, without limitation, ConnectiCare Physicians Network, LLC, and any other entity through which AHT provides management services to third-party physician practices.
2. Relevant Time Period. Unless otherwise specified with respect to a particular category or request, the relevant time period for this document request is January 1, 2019 through the present date (February 3, 2023). Where a request specifies a different time period, that specification controls.
3. Production Format. We request that all documents be produced in native electronic format where possible (e.g., Microsoft Word, Excel, or PDF files in their native format). Email communications should be produced in their native format with all attachments and metadata intact. Where documents exist only in hard copy, they should be scanned as searchable PDF files and produced electronically.
4. Custodian Identification. For each category of documents produced, we request that AHT identify the custodian or custodians from whom the documents were collected, including the custodian's name, title, and the physical or electronic location from which the documents were retrieved.
5. Documents Previously Shared with Westbrook Hale LLP. Documents previously shared with Westbrook Hale LLP (Elena Marchetti, Partner) in connection with the acquisition of Lakeview Medical Associates, P.C. or other corporate matters should be included in AHT's production unless subject to a separate privilege determination. To the extent that AHT determines that any such documents are subject to a privilege held by AHT (as opposed to a third party), those documents should nonetheless be produced to Calderwood & Harkness, as our engagement encompasses a review of the matters to which those documents relate.
6. Coordination with Halsted Accounting Group LLP. We request that AHT coordinate production with Halsted Accounting Group LLP (Ronald Desmond, Engagement Partner; 225 Dyer Street, Suite 800, Providence, RI 02903) to the extent that financial data, audit workpapers, management letters, or other materials in Halsted's possession are responsive to this request. Where Halsted holds documents relevant to our review, we request that AHT authorize and direct Halsted to produce copies of such materials directly to Calderwood & Harkness or through AHT's production, as AHT may prefer.
7. Privilege Log. For any documents withheld from production on the basis of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection, AHT should prepare and produce a privilege log that identifies each withheld document by: (a) date; (b) author; (c) all recipients; (d) general subject matter description (to the extent possible without disclosing privileged content); and (e) the specific privilege or protection asserted.
CATEGORY I: CORPORATE ORGANIZATION AND GOVERNANCE DOCUMENTS
1.1. AHT's Certificate of Incorporation filed with the Delaware Secretary of State, including all amendments, certificates of amendment, and restated certificates of incorporation, from the date of initial incorporation through the present.
1.2. AHT's Bylaws, including all amendments and restatements from the date of initial adoption through the present.
1.3. AHT's current organizational chart, reflecting all subsidiaries, affiliates, joint ventures, management arrangements, and other entities in which AHT holds a direct or indirect ownership or control interest. The organizational chart should identify the legal name, jurisdiction of formation, entity type, and ownership percentages for each entity depicted.
1.4. A complete list of all AHT clinic locations (all 23 clinics currently in operation), including for each location: (a) the street address; (b) the state of operation; (c) the date on which AHT commenced operations at the location (or, for acquired locations, the date of acquisition); and (d) a description of the clinical services offered at the location, including, without limitation, primary care, cardiology, orthopedics, gastroenterology, in-office laboratory services, diagnostic imaging services, and physical therapy services.
1.5. The current composition of AHT's Board of Directors, including: (a) the name, title, and principal business affiliation of each director; (b) the date on which each director was appointed or elected; (c) identification of any directors designated by Ridgeline Capital Partners Fund IV, L.P., including but not limited to Claudia Sorrento, Managing Director, and Marcus Whitmore, Principal, of Ridgeline Capital Advisors LLC (400 Steamboat Road, Suite 300, Greenwich, CT 06830); and (d) any committee assignments for each director (including membership on the Compliance Committee, Audit Committee, or Compensation Committee, if applicable).
1.6. The AHT Compliance Committee Charter, as initially adopted on April 15, 2021, and as amended on October 30, 2022, together with all meeting minutes, agendas, written reports, and presentation materials from all Compliance Committee meetings held from inception of the Committee through the present date.
1.7. Minutes of all meetings of the AHT Board of Directors at which the Board addressed, discussed, or received reports concerning: (a) regulatory compliance; (b) physician compensation arrangements; (c) referral relationships; (d) acquisitions, mergers, or joint ventures involving healthcare providers; (e) government investigations, enforcement actions, or inquiries; or (f) any other matter relating to the Anti-Kickback Statute, the Stark Law, or state healthcare fraud and abuse statutes. This request covers the period from January 1, 2019 through the present.
1.8. All state healthcare facility licenses currently held by AHT or any AHT clinic location in Massachusetts, Connecticut, Rhode Island, and New Hampshire, together with all applications, renewal applications, and correspondence with state licensing authorities related thereto.
1.9. All provider enrollment documents evidencing AHT's and its clinics' enrollment in the Medicare and Medicaid programs, including all CMS-855 forms (or their equivalents), provider enrollment approval letters, and CMS Provider Transaction Access Numbers (PTANs). We understand that AHT's lead PTAN is 27MA4891; please confirm this and produce documentation for all PTANs associated with AHT clinic locations.
1.10. AHT's registered agent information, including any filings or correspondence with Capitol Corporate Services, Inc. (1675 South Ashbury Asset Advisors, Suite B, Dover, DE 19901), AHT's registered agent in Delaware.
1.11. Documentation of any prior government investigations, enforcement actions, civil or criminal proceedings, voluntary self-disclosures, Corporate Integrity Agreements, or other regulatory actions involving AHT or any predecessor or affiliated entity. We understand that AHT has not been subject to any Corporate Integrity Agreement and has no pending requests for OIG Advisory Opinions; please confirm this understanding in writing and produce any documents relevant to this confirmation.
CATEGORY II: PHYSICIAN EMPLOYMENT AGREEMENTS
2.1. All current physician employment agreements for the one hundred forty-seven (147) W-2 employed physicians at AHT, including all schedules, exhibits, appendices, and attachments thereto. For each agreement, we request that the following terms be clearly identified or, if not apparent from the face of the agreement, summarized by AHT in a cover memorandum:
(a) Base salary and compensation methodology, including whether compensation is structured as a fixed salary, a productivity-based model (e.g., work relative value units ("wRVU")-based compensation), a quality bonus or incentive arrangement, or a hybrid of these methodologies;
(b) Benefit schedules and all forms of ancillary compensation, including but not limited to signing bonuses, retention bonuses, relocation assistance, student loan repayment or forgiveness, housing allowances, automobile allowances, CME stipends, professional society dues, and malpractice insurance premium payments;
(c) Term and renewal provisions, including the initial term, any automatic renewal or evergreen provisions, and any holdover clauses that permit the employment relationship to continue beyond the stated term absent affirmative notice of termination;
(d) Non-compete and restrictive covenant provisions, including geographic scope, durational limits, and any provisions governing non-solicitation of patients or referral sources;
(e) All fair market value ("FMV") certifications, opinions, or memoranda, if any, obtained by AHT or the physician at or around the time of execution of each agreement, including identification of the firm or individual providing the FMV determination.
2.2. All amendments, addenda, side letters, letter agreements, and other documents modifying the terms of any physician employment agreement identified in response to Request 2.1, from the date of initial execution through the present.
2.3. Compensation summaries or schedules showing the actual total compensation paid to each employed physician for fiscal years 2020, 2021, and 2022, including a breakdown by component (base salary, productivity-based compensation, quality bonuses, other incentive payments, and ancillary compensation). We understand that AHT's median primary care physician ("PCP") compensation has been reported at approximately $278,000 per year, and median specialist compensation at approximately $412,000 per year. We request documentation sufficient to verify these figures and to identify any individual physicians whose total compensation materially exceeds these medians.
2.4. Physician productivity data for fiscal years 2020, 2021, and 2022, including wRVU reports, patient encounter volumes, patient panel sizes (for primary care physicians), and any other productivity metrics used by AHT to calculate productivity-based compensation. We request that this data be produced in spreadsheet (native Excel) format to the extent available.
CATEGORY III: LAKEVIEW MEDICAL ASSOCIATES — ACQUIRED ARRANGEMENTS
3.1. The Asset Purchase Agreement dated on or about August 15, 2022, between AHT (or its designee) and Lakeview Medical Associates, P.C. (a Massachusetts professional corporation; former EIN: 04-3782145), together with all ancillary transaction documents, including but not limited to:
(a) All schedules and exhibits to the Asset Purchase Agreement, including in particular any schedule of assumed contracts, schedule of excluded assets, and schedule of permitted encumbrances;
(b) All representations and warranties made by Lakeview Medical Associates, P.C. regarding regulatory compliance, including representations regarding compliance with the Anti-Kickback Statute, the Stark Law, and Massachusetts healthcare fraud and abuse statutes;
(c) Due diligence materials assembled or reviewed in connection with the transaction, including any due diligence memoranda, checklists, or reports related to physician arrangements, referral relationships, and regulatory compliance;
(d) All correspondence between AHT and its transaction counsel at Westbrook Hale LLP (Elena Marchetti, Partner) regarding regulatory diligence findings, identified compliance risks, or recommended remediation steps in connection with the Lakeview acquisition;
(e) Closing documents, including the bill of sale, assignment and assumption agreements, and any escrow or holdback arrangements;
(f) Any post-closing adjustment or indemnification correspondence.
3.2. All fourteen (14) physician agreements assumed by AHT in the Lakeview acquisition, consisting of twelve (12) employment agreements and two (2) independent contractor agreements, together with all amendments, addenda, side letters, and other modifications thereto, from the date of original execution through the present. For any of these agreements that have been amended, restated, or replaced by AHT following the acquisition closing, please produce both the pre-acquisition version (as assumed) and the current version (as amended or replaced).
3.3. The three (3) medical director agreements assumed by AHT in the Lakeview acquisition, with annual compensation of $45,000, $60,000, and $72,000, respectively, together with all amendments and modifications. For each agreement, please produce the duty descriptions, required hours, time logs or activity reports, and any FMV documentation supporting the compensation levels.
3.4. The two (2) office lease agreements assumed by AHT in the Lakeview acquisition:
(a) The lease for the Worcester clinic location at 75 Belmont Street, Worcester, MA 01605, including all amendments, rent schedules, and any FMV appraisals or market comparables obtained in connection with the lease or its assumption; and
(b) The lease for the Shrewsbury clinic location at 310 Main Street, Suite 2A, Shrewsbury, MA 01545, including all amendments, rent schedules, and any FMV appraisals or market comparables obtained in connection with the lease or its assumption.
3.5. Pre-acquisition financial data for Lakeview Medical Associates, P.C., including: (a) annual revenue data (we understand approximately $18.2 million); (b) Medicare and Medicaid revenue data (we understand approximately $10.9 million, or approximately 60% of total revenue); (c) payer mix information; and (d) any financial projections, pro formas, or valuation analyses prepared in connection with the acquisition.
3.6. All documentation relating to the transition of Dr. Vivian Chao from her position as Managing Partner of Lakeview Medical Associates, P.C. to her current role as AHT Regional Medical Director (Central Massachusetts), including: (a) her current employment or independent contractor agreement with AHT; (b) her current compensation arrangement, including base salary, incentive compensation, and any transition-related payments (e.g., retention bonuses, earn-out provisions, or consulting fees); and (c) any correspondence regarding the negotiation of her post-acquisition role and compensation.
3.7. Documentation of any joint venture, ancillary service, or shared services arrangements that Lakeview Medical Associates, P.C. maintained prior to the acquisition, whether or not such arrangements were assumed by AHT, including but not limited to: (a) clinical laboratory arrangements; (b) diagnostic imaging arrangements; (c) physical therapy arrangements; (d) durable medical equipment supply arrangements; and (e) any other arrangements involving the provision of designated health services.
CATEGORY IV: INDEPENDENT CONTRACTOR AND MEDICAL DIRECTOR AGREEMENTS
4.1. All thirty-eight (38) current independent contractor and medical director agreements to which AHT is a party, including all schedules, exhibits, appendices, and attachments thereto. For each agreement, we request that the following terms be clearly identified or, if not apparent from the face of the agreement, summarized by AHT in a cover memorandum:
(a) Compensation terms, including stipend amounts. We understand that stipend amounts across the 38 arrangements range from $25,000 to $110,000 per year, with an aggregate annual cost of approximately $1.92 million;
(b) Detailed descriptions of the duties and responsibilities assigned to each medical director or independent contractor, including the scope of clinical, administrative, and supervisory responsibilities;
(c) Required hours of service, stated either as a monthly minimum, annual minimum, or other measure. We understand that the mean reported required hours across all medical director arrangements is approximately 8.4 hours per month per arrangement;
(d) Time logs, activity reports, attendance records, meeting minutes, or other contemporaneous documentation of hours actually worked and duties actually performed by each medical director or independent contractor. This documentation is critical to our assessment of whether the arrangements satisfy the requirements of the applicable AKS safe harbors and Stark Law exceptions;
(e) Term, renewal, and termination provisions, including the initial term, any automatic renewal provisions, and the circumstances under which either party may terminate the arrangement with or without cause;
(f) All fair market value certifications, opinions, or memoranda, if any, obtained by AHT at or around the time of execution of each agreement, or at any subsequent renewal or amendment, including identification of the firm or individual providing the FMV determination.
4.2. Calculation support for the effective average hourly rate across all medical director arrangements. Based on preliminary data, we understand that: (a) total aggregate annual medical director compensation is approximately $1.92 million; (b) total aggregate annual required hours across all 38 arrangements are approximately 3,830.4 hours (38 arrangements × 8.4 hours/month × 12 months); and (c) the resulting effective average hourly rate is approximately $501.28 per hour. We request documentation sufficient to verify or correct these figures, including any internal analyses or spreadsheets used by AHT to calculate or monitor medical director compensation rates.
4.3. Any benchmark data, compensation surveys, or market analyses previously relied upon by AHT to establish or justify medical director compensation levels, including but not limited to data from the Medical Group Management Association (MGMA), SullivanCotter, the American Medical Group Association (AMGA), or other nationally recognized compensation survey sources. To the extent that AHT relied upon internal benchmarking, custom analyses, or other proprietary data, we request production of those materials as well.
4.4. All correspondence (including emails, letters, and memoranda) regarding the negotiation, renegotiation, or amendment of medical director or independent contractor agreement terms, including any correspondence reflecting discussions regarding compensation levels, required hours, duty descriptions, or FMV considerations.
CATEGORY V: MERIDIAN DIAGNOSTICS LLC — FACILITY ACCESS AND REFERRAL ARRANGEMENT
5.1. The services agreement between AHT and Meridian Diagnostics LLC (88 Trumbull Street, Hartford, CT 06103; EIN: 82-4019673) dated March 1, 2021, together with all amendments, schedules, exhibits, and attachments thereto. Please produce the fully executed version of the agreement as well as any drafts that reflect material changes in terms during the negotiation process.
5.2. Documentation of the per-scan facility access fee structure established under the Meridian arrangement, including: (a) the per-scan fee of $185; (b) the total number of scans performed by Meridian at AHT clinic locations in fiscal year 2022 (we understand approximately 4,200 scans); (c) the total facility access fees paid by Meridian to AHT in fiscal year 2022 (we understand approximately $777,000); and (d) any documentation reflecting the basis on which the $185 per-scan fee was established, including FMV analyses, market comparables, or internal cost studies.
5.3. Identification of the four (4) AHT clinic locations at which Meridian provides mobile MRI and advanced diagnostic imaging services, including for each location: (a) the street address; (b) the services provided by Meridian at that location; (c) the schedule or frequency of Meridian's presence at the location; and (d) the physical space, equipment, and support services (if any) made available to Meridian at the location.
5.4. Referral data reflecting total referrals from AHT physicians to Meridian Diagnostics in fiscal year 2022, including: (a) the total number of referrals; (b) the total dollar volume of referrals (we understand approximately $2.8 million in referral volume); (c) a breakdown of referrals by referring physician; and (d) a breakdown of referrals by AHT clinic location. To the extent available, we also request referral data for fiscal years 2020 and 2021 for comparison purposes.
5.5. Documentation of Meridian Diagnostics LLC's ownership structure, including: (a) Meridian's operating agreement, certificate of formation, or other governing documents; (b) identification of all members and their respective ownership percentages, including Dr. Franklin Osei (60%, Managing Member and Radiologist) and Gerald Pratt (40%, non-physician investor); and (c) identification of any AHT physicians or AHT employees who hold any ownership interest, investment interest, or compensation arrangement with Meridian.
5.6. Any correspondence between AHT and Meridian Diagnostics, or between AHT and Meridian's counsel at Linden & Pryor LLP (Thomas Beckett, Partner; 750 Main Street, Suite 1400, Hartford, CT 06103), regarding the terms of the facility access arrangement, including correspondence regarding the per-scan fee, the scope of services, the duration of the arrangement, or any proposed amendments.
5.7. All fair market value appraisals, opinions, or market comparable analyses, if any, obtained by AHT or Meridian in connection with the facility access fee or any other financial terms of the arrangement.
5.8. Detailed space and equipment descriptions for each of the four (4) AHT clinic locations at which Meridian operates, including: (a) floor plans or diagrams showing the space used by Meridian; (b) square footage calculations; (c) descriptions of any equipment or utilities provided by AHT for Meridian's use; and (d) any written specifications or requirements regarding the space and infrastructure necessary for Meridian's mobile MRI or diagnostic imaging operations.
CATEGORY VI: PINNACLE LABORATORY SERVICES INC. — LABORATORY REFERRAL ARRANGEMENT
6.1. The preferred laboratory agreement between AHT and Pinnacle Laboratory Services Inc. (1200 Warwick Avenue, Suite 110, Warwick, RI 02886; EIN: 05-6138290) dated June 15, 2020, together with all amendments, addenda, schedules, exhibits, and attachments thereto.
6.2. All documentation relating to the no-cost electronic laboratory interface integrated into AHT's ArborConnect platform, the estimated market value of which is approximately $120,000 per year. We request production of the following materials related to this interface:
(a) Technical specifications, architecture diagrams, and integration scope documents describing the functionality of the electronic laboratory interface;
(b) Any written agreements, memoranda of understanding, license terms, service level agreements, or other documents governing the provision, maintenance, and use of the interface;
(c) Any cost or value estimates prepared by AHT, Pinnacle, or any third party regarding the fair market value of the interface technology, including any estimates used by Grayson Whitaker in the gap assessment;
(d) Documentation of who bears the costs of developing, implementing, maintaining, and updating the interface, including any cost-sharing arrangements.
6.3. All documentation relating to continuing medical education ("CME") events sponsored by Pinnacle Laboratory Services in fiscal year 2022, including:
(a) Descriptions of each of the four (4) CME events sponsored by Pinnacle, including the topic, date, location, duration, and accreditation status of each event;
(b) Attendee lists for each event, identifying which attendees are AHT-employed physicians, AHT-affiliated physicians, or other healthcare professionals associated with AHT;
(c) Documentation of the total value of Pinnacle's CME sponsorship (we understand approximately $86,000 in aggregate for the four events), including a breakdown of costs by event;
(d) Any written sponsorship agreements, grant agreements, or letters of agreement between AHT and Pinnacle governing the CME sponsorship, including any provisions regarding the selection of topics, speakers, attendees, or the content of educational materials.
6.4. Referral data reflecting total outpatient laboratory referrals from AHT clinics in Rhode Island and southeastern Massachusetts to Pinnacle Laboratory Services in fiscal year 2022, including: (a) the total dollar volume of referrals (we understand approximately $1.65 million); (b) the total number of test orders or referral transactions; (c) a breakdown of referrals by referring physician and by AHT clinic location; and (d) comparable referral data for fiscal years 2020 and 2021.
6.5. All documentation relating to Dr. Karen Ellsworth's 4.2% passive equity interest in Pinnacle Laboratory Services Inc., including:
(a) Any disclosure, conflict-of-interest filing, or other notification made by Dr. Nathan Ellsworth (AHT Chief Executive Officer) or by AHT regarding Dr. Karen Ellsworth's equity interest in Pinnacle, whether made to the AHT Board of Directors, the Compliance Committee, AHT employees, or any external party;
(b) Records of all dividends, distributions, or other financial returns received by Dr. Karen Ellsworth from Pinnacle, from the date of her initial investment through the present;
(c) Pinnacle investor, shareholder, or member agreements, operating agreements, or other governing documents reflecting Dr. Karen Ellsworth's equity interest, including any restrictions on transfer, voting rights, or participation in Pinnacle's management or operations;
(d) Any analysis conducted by AHT, its counsel, or its compliance advisors regarding the potential implications of Dr. Karen Ellsworth's Pinnacle equity interest under the AKS or the Stark Law.
6.6. To the extent known to AHT, documentation of Pinnacle's ownership structure and a list of any other physician investors in Pinnacle, particularly any physicians who are employed by or otherwise affiliated with AHT.
CATEGORY VII: CONNECTICARE PHYSICIANS NETWORK, LLC — MANAGEMENT SERVICES ARRANGEMENTS
7.1. All management services agreements ("MSAs") between AHT, ConnectiCare Physicians Network, LLC (55 Asylum Street, 7th Floor, Hartford, CT 06103), or any other AHT affiliate, on the one hand, and each of the nine (9) independently owned physician practices in Strathmore Mutual Insurance, Connecticut area to which AHT provides management services, on the other hand. Please produce the fully executed version of each MSA, together with all amendments, addenda, schedules, exhibits, and attachments.
7.2. Documentation of the management fee calculation methodology, including: (a) the contractual management fee rate (we understand 15% of collected net revenue); (b) aggregate managed practice revenue across all nine practices (we understand approximately $31.53 million in fiscal year 2022); (c) aggregate management fee revenue received by AHT or ConnectiCare Physicians Network, LLC (we understand approximately $4.73 million in fiscal year 2022); and (d) any adjustments, credits, offsets, or other modifications to the fee calculation.
7.3. Financial schedules showing the management fee calculation for each of the nine managed practices individually, for fiscal years 2020, 2021, and 2022, including: (a) gross charges; (b) contractual adjustments; (c) collected net revenue; and (d) the resulting management fee.
7.4. A detailed description of the management services provided by AHT or ConnectiCare Physicians Network, LLC to the managed practices, including but not limited to: (a) billing and coding services; (b) practice management and administrative support; (c) IT infrastructure, including access to the ArborConnect platform; (d) human resources support; (e) regulatory compliance support; (f) credentialing and payer enrollment services; and (g) any other services provided under the MSAs.
7.5. Referral data reflecting referrals from the nine managed practices to AHT-owned or AHT-operated ancillary services, including clinical laboratory services, diagnostic imaging services, and physical therapy services, for fiscal years 2020, 2021, and 2022. For each fiscal year, we request: (a) total referral volumes by type of ancillary service; (b) total dollar amounts of referrals by type of ancillary service; (c) a breakdown by referring managed practice; and (d) any documentation reflecting the relationship, if any, between management fee arrangements and referral patterns.
7.6. Organizational charts and ownership information for each of the nine managed practices, including identification of: (a) the legal name and entity type of each practice; (b) the ownership structure of each practice; (c) the names and specialties of all physician owners; and (d) any relationships between the physician owners of the managed practices and AHT (e.g., prior employment, familial relationships, or referral relationships).
7.7. Any fair market value analyses, benchmarking studies, or market comparables supporting the 15% management fee rate, including any analyses conducted by AHT, outside valuation consultants, or compliance advisors.
CATEGORY VIII: COVENANT HEALTH PLANS INC. — VALUE-BASED PAYMENT ARRANGEMENTS
8.1. The provider agreement between AHT and Covenant Health Plans Inc. (500 Boylston Street, 12th Floor, Boston, MA 02116), including all amendments, addenda, and value-based payment schedules. To the extent that the provider agreement consists of a master agreement and multiple schedules or appendices addressing different lines of business, products, or value-based arrangements, we request production of all such components.
8.2. Documentation of value-based incentive bonuses received by AHT from Covenant Health Plans, including: (a) total incentive bonus amounts received in fiscal year 2022 (we understand approximately $2.1 million); (b) the quality metrics, clinical outcomes measures, and cost benchmarks used to determine incentive bonus eligibility and amounts; (c) the measurement methodologies used to assess AHT's performance against applicable metrics; and (d) the bonus calculation formulas, including any tiered bonus structures or shared savings arrangements.
8.3. Revenue data reflecting AHT's total revenue from Covenant Health Plans in fiscal year 2022 (we understand approximately $38.6 million, representing approximately 18% of AHT's total net revenue of $214.3 million), as well as comparable revenue data for fiscal years 2020 and 2021.
8.4. Any value-based enterprise ("VBE") participation agreements, VBE participant agreements, or related documentation executed by AHT in connection with its arrangements with Covenant Health Plans, including any documentation relating to AHT's eligibility for protection under the CMS Stark Law value-based arrangements exceptions (42 C.F.R. § 411.357(aa)) or the OIG's value-based arrangements safe harbors (42 C.F.R. § 1001.952(ee)–(gg)).
8.5. Quality metric performance reports, dashboards, scorecards, and other performance documentation for the measurement periods relevant to the fiscal year 2022 value-based incentive bonuses, as well as any correspondence between AHT and Covenant Health Plans regarding performance results, bonus calculations, or disputed metrics.
CATEGORY IX: OFFICE SPACE LEASES AND SUBLEASES
9.1. All office space leases for each of the twenty-three (23) AHT clinic locations, including the two (2) Lakeview legacy leases for the Worcester clinic (75 Belmont Street, Worcester, MA 01605) and the Shrewsbury clinic (310 Main Street, Suite 2A, Shrewsbury, MA 01545). For each lease, please produce the fully executed lease agreement, all amendments, renewals, and extensions, and any correspondence with landlords regarding lease modifications.
9.2. Any subleases, shared-space arrangements, time-share agreements, or other agreements pursuant to which AHT makes clinic space available to physicians, physician practices, or other healthcare providers. This request includes any arrangements in which AHT provides examination rooms, procedure rooms, office space, or common areas to referring physicians or entities that refer patients to AHT for designated health services.
9.3. Rent schedules, FMV appraisals, and market comparable analyses for each lease and sublease identified in response to Requests 9.1 and 9.2, including: (a) the current rental rate per square foot; (b) the date on which the rental rate was established or most recently adjusted; (c) any FMV opinions, broker opinions of value, or comparable lease surveys obtained by AHT; and (d) any internal analyses or memoranda regarding the reasonableness of rental rates.
9.4. Floor plans and square footage calculations for all leased and subleased spaces at each AHT clinic location, including: (a) total leased square footage; (b) a breakdown of space by use (clinical, administrative, common areas); and (c) the square footage of any subleased or shared spaces.
9.5. Documentation of any below-market or above-market rent arrangements identified by Grayson Whitaker & Associates LLP in the gap assessment report (GW-AHT-2022-Final) or by Halsted Accounting Group LLP in the course of audit or advisory work, including any narrative descriptions, risk scoring, or remediation recommendations related to such arrangements.
CATEGORY X: EQUIPMENT LEASES AND ACCESS AGREEMENTS
10.1. All equipment lease and access agreements to which AHT is a party, including agreements for the lease, rental, or use of diagnostic imaging equipment (MRI, CT, X-ray, ultrasound), laboratory equipment, physical therapy equipment, and any other clinical or medical equipment located at AHT clinic locations. For each agreement, please produce the fully executed agreement, all amendments, and all schedules or exhibits.
10.2. Equipment schedules identifying each item of leased equipment, the lessor or provider, the lease term, the rental rate, and any FMV documentation supporting the rental rate. To the extent available, please produce any appraisals, market surveys, or comparable rental rate analyses obtained by AHT.
10.3. The Meridian Diagnostics LLC facility access agreement (cross-reference to Category V above), insofar as it involves AHT's provision of space, equipment, utilities, or other resources to Meridian for the operation of mobile MRI or advanced diagnostic imaging services at AHT clinic locations.
CATEGORY XI: ARBORCONNECT SaaS PLATFORM — LICENSING AND RELATED ARRANGEMENTS
11.1. All ArborConnect SaaS subscription and license agreements currently in effect between AHT and external physician practices. We understand that AHT currently licenses the ArborConnect platform to approximately forty-two (42) external physician practices, generating approximately $8.9 million in annual subscription revenue. For each agreement, please produce the fully executed license or subscription agreement, including all schedules, exhibits, service level agreements, and order forms.
11.2. Documentation of any referral relationships between ArborConnect licensee practices and AHT clinical services, including: (a) referral volumes and dollar amounts from ArborConnect licensees to AHT-owned or AHT-operated clinical services (laboratory, imaging, physical therapy, or other designated health services) for fiscal years 2020, 2021, and 2022; (b) any contractual provisions in ArborConnect license agreements that address or incentivize referrals to AHT; and (c) any internal analyses or correspondence regarding the relationship between ArborConnect licensing and referral patterns.
11.3. Technical integration agreements and related documentation, including the Pinnacle Laboratory Services electronic interface (cross-reference to Category VI above) and any other third-party integrations built into or offered through the ArborConnect platform. For each integration, please identify the third-party entity, the nature of the integration, the cost or value of the integration, and any financial arrangements between AHT and the third party related thereto.
CATEGORY XII: VENDOR AND THIRD-PARTY ARRANGEMENTS
12.1. All contracts and agreements between AHT and clinical laboratories other than Pinnacle Laboratory Services Inc., including reference laboratories, specialty laboratories, and any laboratories to which AHT refers specimens for testing not available at AHT in-office laboratory facilities.
12.2. All contracts and agreements between AHT and diagnostic imaging providers other than Meridian Diagnostics LLC, including agreements for the provision of radiology reading services, teleradiology services, or any other imaging-related services.
12.3. All contracts and agreements between AHT and pharmaceutical companies, including any arrangements involving drug samples, educational grants, speaker's bureau participation, consulting arrangements, or clinical trial agreements.
12.4. All contracts and agreements between AHT and medical device manufacturers, including any arrangements involving device purchases, equipment loans, product evaluations, consulting fees, or royalty payments.
12.5. All contracts and agreements between AHT and group purchasing organizations ("GPOs"), including documentation of any administrative fees, rebates, or other remuneration received by AHT through GPO arrangements.
12.6. Documentation of any arrangements with any vendor, supplier, or third party pursuant to which AHT or any AHT physician received free goods, services, discounts, rebates, or any other form of remuneration. This request encompasses in-kind services, technology subsidies, and any other items of value.
12.7. Documentation of any vendor-sponsored events, meals, gifts, educational programs, or other items of value provided to AHT employees, physicians, or staff by any vendor, supplier, or third party, for fiscal years 2020, 2021, and 2022.
CATEGORY XIII: COMPLIANCE PROGRAM DOCUMENTS
13.1. AHT's current corporate compliance program manual, including the most recent version in effect and any prior versions that were in effect during the relevant time period (January 1, 2019 through the present).
13.2. All compliance policies and procedures currently in effect at AHT, including but not limited to the following specific policies:
(a) Physician compensation policies, including policies governing the establishment and review of physician compensation levels, the use of FMV analyses, and the approval process for new or amended physician arrangements;
(b) Referral and self-referral policies, including policies addressing the Stark Law, the AKS, and state-specific referral prohibitions, as well as policies governing physician referral patterns and tracking;
(c) Vendor and third-party arrangement policies, including policies governing the approval, review, and monitoring of arrangements with vendors, laboratories, imaging providers, and other healthcare entities;
(d) Gifts, meals, and entertainment policies, including policies governing the receipt and provision of gifts, meals, entertainment, and other items of value in connection with AHT's business relationships;
(e) Conflict-of-interest policies, including policies requiring disclosure of financial interests, ownership interests, and other potential conflicts of interest by AHT officers, directors, employees, and affiliated physicians;
(f) FMV determination procedures, including any standard operating procedures, guidelines, or templates used by AHT to obtain, evaluate, or document FMV opinions for physician compensation, office leases, equipment leases, or other arrangements.
13.3. Compliance hotline or compliance reporting protocols and procedures, together with logs, records, or summaries of all compliance reports, complaints, and inquiries received through the hotline or any other reporting mechanism, from January 1, 2019 through the present. For each report, complaint, or inquiry, please produce documentation of the nature of the report, the date received, the investigation or response undertaken, and the disposition or resolution.
13.4. Records of all compliance training sessions conducted by AHT from January 1, 2019 through the present, including: (a) the dates and locations of each training session; (b) the subject matter and topics covered; (c) the training materials, slide decks, handouts, or other educational materials used; (d) attendance records or sign-in sheets; and (e) any quizzes, tests, or certifications completed by attendees.
13.5. All internal audit reports, compliance assessments, risk assessments, or monitoring reports prepared by AHT's compliance department or by any external consultant or advisor prior to the engagement of Grayson Whitaker & Associates LLP in 2022, including any reports that identified potential risks related to physician compensation, referral relationships, or vendor arrangements.
13.6. The Grayson Whitaker & Associates LLP gap assessment report (Report Reference: GW-AHT-2022-Final, dated December 12, 2022; engagement principal: Carolyn Fitch; Grayson Whitaker & Associates LLP, 4700 River Road, Suite 220, Bethesda, MD 20816), together with all supporting workpapers, data analyses, arrangement-level analyses, risk scoring methodologies, and supporting detail for each of the forty (40) flagged arrangements (17 high-risk and 23 moderate-risk). We also request production of any interim reports, draft reports, or presentation materials provided by Grayson Whitaker to AHT during the course of the engagement.
CATEGORY XIV: FINANCIAL AND AUDIT MATERIALS
14.1. AHT's audited financial statements for fiscal years 2020, 2021, and 2022, as prepared by Halsted Accounting Group LLP (engagement partner: Ronald Desmond; 225 Dyer Street, Suite 800, Providence, RI 02903), including the independent auditor's report, balance sheet, income statement, statement of cash flows, statement of changes in equity, and all notes to the financial statements.
14.2. Halsted Accounting Group LLP's management letter issued in connection with the fiscal year 2022 audit, including in particular the notation that certain physician compensation arrangements may require fair market value substantiation. We also request any prior management letters issued by Halsted for fiscal years 2020 and 2021 that reference compliance, regulatory, or physician arrangement matters.
14.3. Revenue breakdown by payer for fiscal years 2020, 2021, and 2022, including a detailed breakdown of revenue attributable to: (a) Medicare (Traditional Medicare and Medicare Advantage); (b) Medicaid (including all state Medicaid programs); (c) Covenant Health Plans Inc.; and (d) all other commercial payers. We understand that for fiscal year 2022, AHT's total net revenue was approximately $214.3 million, with approximately 61% (approximately $130.7 million) attributable to Medicare and Medicaid and approximately 39% (approximately $83.6 million) attributable to commercial payers.
14.4. Total employee count data for AHT as of the end of each fiscal year (2020, 2021, and 2022), including a breakdown between clinical employees (physicians, advanced practice providers, nurses, medical assistants, laboratory technicians, and other clinical staff) and administrative employees. We understand that AHT currently employs approximately 1,340 clinical and administrative employees.
14.5. Detailed physician compensation reports by individual physician for fiscal years 2020, 2021, and 2022, including: (a) total compensation; (b) a breakdown of compensation by component (base salary, wRVU-based productivity, quality or incentive bonuses, ancillary benefits, and all other forms of compensation); and (c) identification of the physician's specialty, clinic location, and employment or contractor status.
14.6. Medicare Cost Reports (CMS Form 2552) filed by AHT or any AHT-affiliated entity with CMS for fiscal years 2020, 2021, and 2022.
14.7. Any prior FMV appraisals, valuation opinions, or compensation reasonableness opinions obtained by AHT at any time during the relevant time period for: (a) physician compensation arrangements; (b) office leases; (c) equipment leases; (d) management services fees; (e) facility access fees; or (f) any other arrangement involving remuneration between AHT and a referral source or recipient of referrals. For each appraisal or opinion, please produce the complete report together with any engagement letters, representation letters, or correspondence with the appraiser or valuation firm.
CATEGORY XV: REFERRAL DATA AND DESIGNATED HEALTH SERVICES TRACKING
15.1. Referral tracking data for all designated health services ("DHS") under the Stark Law, 42 U.S.C. § 1395nn(h)(6), including but not limited to: (a) clinical laboratory services; (b) physical therapy services; (c) occupational therapy services; (d) radiology and certain other imaging services; (e) radiation therapy services and supplies; (f) durable medical equipment and supplies; (g) prosthetics, orthotics, and prosthetic devices and supplies; (h) home health services; (i) outpatient prescription drugs; and (j) inpatient and outpatient hospital services.
15.2. Referral volumes and dollar amounts by referring physician and receiving entity for fiscal years 2020, 2021, and 2022. We request that this data be provided in a format that permits analysis by: (a) individual referring physician; (b) physician specialty; (c) referring clinic location; (d) type of DHS referred; (e) receiving entity (whether AHT-owned, AHT-affiliated, or external); and (f) payer (Medicare, Medicaid, or commercial). We request production in spreadsheet (native Excel) format to the extent available.
15.3. Documentation of any in-office ancillary services ("IOAS") provided at AHT clinic locations pursuant to the Stark Law in-office ancillary services exception, 42 U.S.C. § 1395nn(b)(2), including: (a) identification of the DHS provided as IOAS at each clinic location; (b) documentation of the supervision arrangements in place for each IOAS (direct supervision, personal supervision, or general supervision, as applicable); (c) billing records reflecting the claims submitted for IOAS during fiscal years 2020, 2021, and 2022; and (d) documentation of the "same building" and "centralized building" requirements under the IOAS exception.
15.4. Any existing DHS tracking reports, compliance dashboards, monitoring tools, or other systems used by AHT to track, monitor, or report on referral patterns, DHS volumes, or compliance with the Stark Law. This includes any reports generated by the ArborConnect platform or any other electronic health record or practice management system.
CATEGORY XVI: STATE LICENSING AND REGULATORY FILINGS
16.1. All state healthcare facility licenses currently held by AHT or any AHT clinic location for operations in the Commonwealth of Massachusetts, the State of Connecticut, the State of Rhode Island, and the State of New Hampshire, together with all applications, renewal applications, and correspondence with state licensing authorities.
16.2. All state-specific regulatory filings relevant to AHT's physician arrangements and referral practices, including without limitation:
(a) Any filings, disclosures, or compliance documentation related to the Massachusetts anti-kickback law, M.G.L. c. 175H, § 3, including any certifications, attestations, or reports required under Massachusetts law;
(b) Any filings, disclosures, or compliance documentation related to the Connecticut referral fee prohibition, Conn. Gen. Stat. § 20-7a(d), or any other Connecticut statute or regulation governing physician referral practices or fee-splitting;
(c) Any filings or disclosures required under Rhode Island or New Hampshire healthcare fraud and abuse statutes.
16.3. All correspondence with state regulatory authorities — including state attorneys general, state health departments, state medical boards, and state insurance departments — regarding physician arrangements, referral practices, compliance matters, or any other matters relevant to the subject matter of this engagement, from January 1, 2019 through the present.
CATEGORY XVII: INSURANCE AND RISK MANAGEMENT
17.1. Copies of AHT's current directors and officers ("D&O") liability insurance policies, including all declarations pages, policy forms, and endorsements.
17.2. Copies of AHT's current professional liability and malpractice insurance policies, including all declarations pages, policy forms, and endorsements.
17.3. Copies of any insurance policies or endorsements that address regulatory compliance defense costs, government investigation response costs, regulatory fines or penalties, or self-disclosure-related costs.
17.4. Documentation of any notifications made by AHT to any insurance carrier regarding the current compliance review, the Grayson Whitaker gap assessment, or any potential regulatory exposure identified in connection with AHT's physician arrangements, referral relationships, or vendor contracts.
PRODUCTION SCHEDULE AND LOGISTICS
We request that AHT commence production promptly and deliver an initial production no later than February 17, 2023 (fourteen (14) calendar days from the date of this letter). We understand that certain categories of documents may require additional time to collect, review, and produce. Accordingly, rolling production on a category-by-category basis is permitted, provided that all production is substantially complete no later than March 3, 2023 (twenty-eight (28) calendar days from the date of this letter).
Production Format. As noted in the General Instructions above, we prefer production in native electronic format. Paper documents should be scanned as searchable PDF files. All documents should be organized by category corresponding to the numbered categories set forth above (Categories I through XVII).
Production Delivery. All documents should be delivered via secure file transfer to Calderwood & Harkness's document management system. Detailed instructions for accessing the secure file transfer portal will be provided under separate cover.
Document Production Coordinator. We request that AHT designate a single point of contact to serve as the document production coordinator for purposes of this engagement. This individual should be drawn from the offices of Patricia Yamamoto, General Counsel, or Derek Huang, Chief Compliance Officer, and should be authorized to communicate directly with Christopher Aiken and Amy Whitfield regarding production scheduling, custodian identification, privilege issues, and other logistics.
Coordination with Northbridge Valuation Advisors LLC. Please note that AHT's production of documents in response to this request will directly inform the scope of fair market value opinions to be requested from Northbridge Valuation Advisors LLC (Sandra Kilpatrick, Managing Director; 1600 Market Street, Suite 2800, Philadelphia, PA 19103), which was retained in February 2023 at Calderwood & Harkness's recommendation to provide independent FMV opinions for AHT's physician compensation arrangements, lease arrangements, and other financial relationships under review. Timely and complete production is therefore essential to maintaining the overall engagement timeline.
RESERVATION OF RIGHTS
Calderwood & Harkness reserves the right to submit supplemental or follow-up document requests as the self-assessment progresses and as our review of the initial production identifies additional categories of documents or information that are necessary or relevant to the engagement. This letter does not represent an exhaustive or final identification of all documents and information that may be required.
Nothing in this document request constitutes a waiver of any attorney-client privilege, work product protection, or other privilege or protection held by AHT. Documents produced in response to this request are being provided to AHT's counsel for the purpose of obtaining legal advice and are subject to the attorney-client privilege and work product doctrine applicable to the engagement.
All documents produced by AHT in response to this request should be treated as privileged and confidential and should not be disclosed to any third party without the prior written consent of Calderwood & Harkness, except as specifically authorized by AHT in consultation with this firm.
We would be grateful if you could confirm receipt of this document request at your earliest convenience. Should you have any questions regarding the scope of any category, the identification of responsive documents, or the production logistics, please do not hesitate to contact Christopher Aiken at (617) 555-4218 or caiken@calderwoodharkness.com, or Amy Whitfield at (617) 555-4232 or awhitfield@calderwoodharkness.com.
We would also welcome the opportunity to schedule a conference call among Patricia Yamamoto, Derek Huang, and the Calderwood & Harkness engagement team — Miriam Calloway, Christopher Aiken, and Amy Whitfield — to discuss the production plan, address any initial questions, and establish a cadence for ongoing communications throughout the self-assessment process. Please let us know your availability during the weeks of February 6 and February 13.
We look forward to working with you on this important matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Christopher Aiken Senior Associate Calderwood & Harkness LLP One Federal Street, 30th Floor Boston, Massachusetts 02110 Direct: (617) 555-4218
Email: caiken@calderwoodharkness.com
cc:
Miriam Calloway, Partner, Calderwood & Harkness LLP
Joel Strauss, Partner, Calderwood & Harkness LLP
Amy Whitfield, Associate, Calderwood & Harkness LLP