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

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Federal Street, 30th Floor Boston, Massachusetts 02110

Telephone: (617) 555-4800 Facsimile: (617) 555-4801 www.calderwoodharkness.com

January 30, 2023

Matter Number: 1010-00003

VIA HAND DELIVERY AND ELECTRONIC MAIL

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

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

cc: Dr. Nathan Ellsworth, Chief Executive Officer Arbor Health Technologies Inc. 200 Concord Avenue, Suite 400 Cambridge, Massachusetts 02138

Re: Engagement of Calderwood & Harkness LLP — Anti-Kickback Statute and Physician Self-Referral Law (Stark Law) Self-Assessment and Compliance Remediation for Arbor Health Technologies Inc.

Dear Ms. Yamamoto:

1. Introduction and Authorization

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Arbor Health Technologies Inc. ("AHT" or the "Company") to conduct a comprehensive self-assessment and remediation of 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 ("Stark Law"), 42 U.S.C. § 1395nn, as well as applicable state healthcare fraud and abuse statutes in the Commonwealth of Massachusetts, the State of Connecticut, the State of Rhode Island, and the State of New Hampshire. This letter sets forth the terms and conditions under which the Firm will provide legal services to AHT in connection with this engagement.

This engagement has been authorized by AHT's Board of Directors pursuant to Board Resolution No. 2023-01-004, adopted on January 24, 2023, following a recommendation of the Board Compliance Committee (the "Compliance Committee"). As we understand the circumstances giving rise to this engagement, the Compliance Committee's recommendation was prompted by two principal concerns. First, AHT's ongoing post-acquisition integration of Lakeview Medical Associates, P.C. ("Lakeview"), which AHT acquired on August 15, 2022, has surfaced a number of legacy physician compensation arrangements and facility leases that require analysis under the AKS and Stark Law. Second, and more broadly, the initial compliance gap assessment conducted by Grayson Whitaker & Associates LLP ("Grayson Whitaker"), memorialized in its report reference GW-AHT-2022-Final dated December 12, 2022 (the "Gap Assessment Report"), identified seventeen (17) arrangements classified as "high-risk" and twenty-three (23) arrangements classified as "moderate-risk" that, in Grayson Whitaker's assessment, require formal legal review and, in many cases, substantive restructuring to ensure compliance with applicable federal and state healthcare fraud and abuse laws.

Calderwood & Harkness appreciates the confidence that the Board of Directors and the Compliance Committee have placed in the Firm, and we are committed to providing AHT with thorough, practical, and timely legal advice to address these compliance concerns. The purpose of this engagement letter is to define the scope of the Firm's representation, the responsibilities of the parties, and the financial and administrative terms of the engagement.

2. Description of the Client

For purposes of this engagement, the client is Arbor Health Technologies Inc., a Delaware corporation headquartered in Cambridge, Massachusetts. AHT's operations, organizational structure, and financial profile are material to the scope and complexity of this engagement, and we summarize our understanding of the relevant facts below.

Clinical Operations. AHT operates a network of twenty-three (23) outpatient clinics branded as "Arbor Health Clinics" across four states in New England. The geographic distribution of these clinics is as follows: fourteen (14) clinics in Massachusetts, four (4) clinics in Connecticut, three (3) clinics in Rhode Island, and two (2) clinics in New Hampshire. AHT's clinical service lines encompass primary care, specialty care in cardiology, orthopedics, and gastroenterology, and ancillary services including in-office laboratory, diagnostic imaging, and physical therapy.

Technology Operations. In addition to its clinical operations, AHT develops and licenses a proprietary electronic health records ("EHR") and practice management software-as-a-service ("SaaS") platform marketed under the brand name "ArborConnect." ArborConnect is currently licensed to forty-two (42) external physician practices, generating approximately $8.9 million in annual subscription revenue. The ArborConnect platform and its associated licensing arrangements are relevant to this engagement to the extent that they involve financial relationships with referring physicians or entities that furnish designated health services.

Physician Workforce. AHT employs one hundred forty-seven (147) physicians on a W-2 basis and maintains independent contractor or medical director arrangements with an additional thirty-eight (38) physicians. The aggregate physician workforce of approximately 185 individuals is a significant factor in the scope of the arrangement review contemplated by this engagement.

Financial Profile. AHT reported net revenue of $214.3 million for fiscal year 2022, of which approximately sixty-one percent (61%), or $130.7 million, derives from reimbursements under the Medicare and Medicaid programs. The substantial proportion of revenue attributable to federal healthcare programs underscores the importance of compliance with the AKS and Stark Law, both of which are predicated on the involvement of federal healthcare program reimbursement.

Ownership Structure. AHT is a portfolio company of Ridgeline Capital Partners Fund IV, L.P. ("Ridgeline"), a private equity fund managed by Ridgeline Capital Advisors LLC. Ridgeline acquired a controlling seventy-two percent (72%) equity stake in AHT in January 2021 for a total consideration of $185 million. The remaining equity is held by management and physician shareholders.

Workforce and Identification. AHT has a total workforce of approximately 1,340 employees, including both clinical and administrative personnel. AHT's Employer Identification Number is 84-3291057. AHT's Organizational National Provider Identifier is 1497253810, and its lead Provider Transaction Access Number is 27MA4891.

Regulatory History. Based on representations made by AHT's management, AHT is not currently subject to any Corporate Integrity Agreement with the Office of Inspector General of the U.S. Department of Health and Human Services ("OIG"), has not been the subject of any prior enforcement action under the AKS, Stark Law, False Claims Act, or Civil Monetary Penalties Law, and has no pending OIG Advisory Opinion requests.

3. Scope of Engagement

The scope of this engagement encompasses the following categories of legal services, each of which is described in greater detail below. Calderwood & Harkness's work will be guided by the objective of identifying, analyzing, and recommending remediation of compliance risks arising under the AKS, Stark Law, and applicable state healthcare fraud and abuse statutes, with the goal of enabling AHT to establish and maintain a robust compliance posture.

3.1 Arrangement Review and Risk Scoring

Calderwood & Harkness will conduct a comprehensive review and legal analysis of all physician compensation arrangements, referral relationships, and vendor contracts identified in the Grayson Whitaker Gap Assessment Report. This initial population consists of forty (40) arrangements—seventeen (17) classified as high-risk and twenty-three (23) classified as moderate-risk—as well as any additional arrangements identified during Calderwood & Harkness's independent review of AHT's records and operations. We anticipate that our independent review may surface arrangements not captured by the Gap Assessment Report, particularly in light of the scope and complexity of AHT's operations.

As a central deliverable of this workstream, Calderwood & Harkness will develop a Master Arrangement Inventory and Risk Scoring Matrix (the "Risk Matrix") that categorizes each arrangement by risk tier (High, Moderate, or Low), identifies the applicable federal or state statute or statutes (AKS, Stark Law, or both), and assesses the availability of safe harbors (under the AKS) or exceptions (under the Stark Law) for each arrangement. The Risk Matrix will serve as the foundation for prioritizing remediation efforts and as a reference document for ongoing compliance monitoring.

The forty (40) arrangements currently flagged in the Gap Assessment Report include, but are not limited to, the following:

(a) Independent Contractor and Medical Director Arrangements. All thirty-eight (38) independent contractor and medical director arrangements currently maintained by AHT. These arrangements vary in structure, compensation methodology, and documentation quality, and will require individualized analysis.

(b) Legacy Lakeview Physician Employment Agreements. Fourteen (14) physician employment agreements assumed by AHT in connection with the acquisition of Lakeview Medical Associates, P.C. in August 2022. These include twelve (12) employed physician agreements and two (2) independent contractor agreements that were in effect at the time of the acquisition and have been continued under their original terms.

(c) Legacy Lakeview Medical Director Agreements. Three (3) medical director agreements assumed in the Lakeview acquisition, with annual compensation of $45,000, $60,000, and $72,000, respectively. These agreements will be evaluated for fair market value, commercial reasonableness, and compliance with applicable safe harbors and exceptions.

(d) Legacy Lakeview Office Leases. Two (2) office space leases assumed in the Lakeview acquisition: one located at 75 Belmont Street, Worcester, Massachusetts, and one located at 310 Main Street, Shrewsbury, Massachusetts. These leases will be evaluated under the space rental safe harbor (42 C.F.R. § 1001.952(b)) and the space rental exception (42 C.F.R. § 411.357(a)).

(e) Meridian Diagnostics LLC Facility Access Fee Arrangement. The per-scan facility access fee arrangement between AHT and Meridian Diagnostics LLC ("Meridian"), governed by a services agreement dated March 1, 2021. Under this arrangement, AHT pays Meridian a facility access fee of $185 per scan. In fiscal year 2022, AHT physicians utilized this arrangement for approximately 4,200 scans, generating $777,000 in facility fees paid by AHT to Meridian. Concurrently, AHT physicians referred approximately $2.8 million in diagnostic services to Meridian during the same period. The per-scan fee structure, combined with the significant referral volume, presents substantial risk under both the AKS and Stark Law, and this arrangement has been identified as among the highest-priority items for remediation.

(f) Pinnacle Laboratory Services Inc. Preferred Laboratory Arrangement. The preferred laboratory arrangement between AHT and Pinnacle Laboratory Services Inc. ("Pinnacle"), governed by an agreement dated June 15, 2020. This arrangement presents multiple compliance concerns, including: (i) Pinnacle's provision of a no-cost electronic laboratory interface to AHT, which has an estimated market value of $120,000 per year and may constitute remuneration under the AKS; (ii) Pinnacle's sponsorship of four (4) continuing medical education ("CME") events for AHT physicians at a cost of $86,000 in fiscal year 2022; and (iii) the 4.2% passive equity interest held by Dr. Karen Ellsworth, who is the spouse of AHT's Chief Executive Officer, Dr. Nathan Ellsworth, in Pinnacle. AHT physicians referred approximately $1.65 million in laboratory services to Pinnacle in fiscal year 2022. The combination of the financial relationship, the in-kind benefits, and the familial connection to AHT's CEO presents a complex set of issues under both the AKS and the Stark Law's indirect compensation arrangement provisions.

(g) ConnectiCare Physicians Network, LLC Management Services Arrangements. AHT maintains management services arrangements with nine (9) independently owned physician practices in Strathmore Mutual Insurance, Connecticut area through ConnectiCare Physicians Network, LLC ("ConnectiCare"), an AHT subsidiary. Under these arrangements, AHT provides management services in exchange for a management fee equal to fifteen percent (15%) of each managed practice's collected net revenue. In fiscal year 2022, aggregate management fee revenue was $4.73 million, calculated on aggregate managed practice revenue of $31.53 million. The percentage-of-revenue fee structure raises specific concerns under the AKS personal services safe harbor, which generally requires aggregate compensation to be set in advance and not to take into account the volume or value of referrals.

(h) Covenant Health Plans Inc. Value-Based Payment Incentive Arrangements. AHT participates in value-based payment incentive arrangements with Covenant Health Plans Inc. ("Covenant"), AHT's largest commercial payer. In fiscal year 2022, AHT received $2.1 million in quality metric bonuses under these arrangements. Covenant accounted for $38.6 million, or approximately eighteen percent (18%), of AHT's net revenue in fiscal year 2022. While value-based arrangements are generally viewed favorably from a compliance perspective, the magnitude of the financial relationship and the structure of the incentive payments warrant analysis under the modernized AKS and Stark Law frameworks.

3.2 AKS Safe Harbor Analyses

Calderwood & Harkness will analyze each identified arrangement under the applicable safe harbors established by the AKS implementing regulations at 42 C.F.R. § 1001.952. The safe harbors relevant to AHT's arrangement portfolio include, without limitation, the following: the employment safe harbor (§ 1001.952(i)); the personal services and management contracts safe harbor (§ 1001.952(d)); the space rental safe harbor (§ 1001.952(b)); the equipment rental safe harbor (§ 1001.952(c)); the referral services safe harbor (§ 1001.952(f)); and the value-based arrangement safe harbors as modernized by the AKS Final Rule on Safe Harbor Modernization published at 85 Fed. Reg. 77684 and effective January 19, 2021.

Our analysis will pay specific attention to the AKS intent element—i.e., whether remuneration is paid or received with the requisite intent to induce or reward referrals of items or services reimbursable under federal healthcare programs. We will also address the "one purpose test" articulated by the United States Court of Appeals for the First Circuit and other circuits, under which the AKS may be violated if even one purpose of a payment is to induce referrals, even if the arrangement has other legitimate purposes. For each arrangement, our analysis will assess whether technical compliance with each element of the applicable safe harbor can be established, and where safe harbor protection cannot be achieved, we will evaluate the risk profile of the arrangement and recommend appropriate remediation.

3.3 Stark Law Exception Analyses

Calderwood & Harkness will analyze each identified arrangement under the applicable Stark Law exceptions set forth at 42 C.F.R. § 411.350 et seq. The Stark Law operates as a strict liability statute, meaning that a financial relationship between a referring physician and a DHS entity that does not satisfy the requirements of an applicable exception results in a violation regardless of the parties' intent. This strict liability framework makes technical compliance critical.

The exceptions relevant to AHT's arrangement portfolio include, without limitation: the employment exception (42 C.F.R. § 411.357(c)); the personal services exception (42 C.F.R. § 411.357(d)); the fair market value exception (42 C.F.R. § 411.357(l)); the in-office ancillary services exception (42 C.F.R. § 411.355); the indirect compensation arrangement exception (42 C.F.R. § 411.357(p)); the space rental exception (42 C.F.R. § 411.357(a)); the equipment rental exception (42 C.F.R. § 411.357(b)); and the value-based enterprise exceptions as modernized by the CMS Final Rule on Stark Law Modernization published at 85 Fed. Reg. 77492 and effective January 19, 2021.

In addition to analyzing the applicability of specific exceptions, Calderwood & Harkness will analyze the designated health services referral patterns of AHT physicians, including referrals for clinical laboratory services, diagnostic imaging, physical therapy, and other DHS categories enumerated in 42 U.S.C. § 1395nn(h)(6), to determine the full scope of the Stark Law's application to AHT's operations and to ensure that all referral relationships involving DHS are appropriately structured.

3.4 Fair Market Value and Commercial Reasonableness Assessment

A central element of both the AKS safe harbor analysis and the Stark Law exception analysis is the requirement that physician compensation be consistent with fair market value ("FMV") and, in many cases, be commercially reasonable. Calderwood & Harkness will coordinate with Northbridge Valuation Advisors LLC ("Northbridge"), under the direction of Sandra Kilpatrick, Managing Director, to obtain independent FMV opinions.

The scope of Northbridge's engagement will encompass FMV valuations for the following categories of arrangements:

(a) Fifty-two (52) physician compensation arrangements, comprising the thirty-eight (38) independent contractor and medical director agreements currently maintained by AHT and the fourteen (14) legacy Lakeview physician employment agreements;

(b) Two (2) office space leases assumed in the Lakeview acquisition, specifically the Worcester location at 75 Belmont Street and the Shrewsbury location at 310 Main Street; and

(c) The Meridian Diagnostics per-scan facility access fee arrangement, with a view toward determining the FMV of the facility access being provided and supporting the proposed restructuring described in Section 3.8 below.

Calderwood & Harkness will provide particular scrutiny to AHT's medical director compensation arrangements. Based on preliminary information provided by AHT, the aggregate annual compensation paid to medical directors is $1.92 million, the mean reported time commitment is 8.4 hours per month per medical director, and the resulting effective average hourly rate is approximately $501.28 per hour. Calderwood & Harkness has identified this compensation level as significantly above the 90th percentile for multiple specialties based on publicly available Medical Group Management Association ("MGMA") and SullivanCotter survey data, which raises substantial concerns regarding FMV compliance. The Northbridge FMV opinions will be essential to determining whether these compensation levels can be supported, and our remediation recommendations will address any arrangements for which FMV cannot be established.

Calderwood & Harkness will also review AHT's broader physician compensation benchmarking data, including the current AHT median compensation levels of $278,000 per year for primary care physicians and $412,000 per year for specialists, against relevant benchmark surveys to assess overall compliance posture.

3.5 State Law Analysis

In addition to the federal AKS and Stark Law analyses described above, Calderwood & Harkness will analyze the applicability of relevant state healthcare fraud and abuse statutes to AHT's operations and arrangements.

(a) Massachusetts. Calderwood & Harkness will analyze the Massachusetts anti-kickback statute, M.G.L. c. 175H, § 3, and its applicability to AHT's fourteen (14) Massachusetts clinic arrangements. The Massachusetts statute extends beyond federal healthcare programs to cover all payors, and therefore may impose additional compliance obligations on arrangements that would otherwise fall outside the scope of the federal AKS.

(b) Connecticut. Calderwood & Harkness will analyze the Connecticut referral fee prohibition, Conn. Gen. Stat. § 20-7a(d), and its applicability to AHT's four (4) Connecticut clinics and to the ConnectiCare management services arrangements with nine independently owned physician practices in Strathmore Mutual Insurance area.

(c) New Hampshire and Rhode Island. Calderwood & Harkness will analyze any applicable state-law analogues in New Hampshire and Rhode Island that may apply to AHT's clinic operations in those states, including state anti-kickback statutes, self-referral prohibitions, and fee-splitting restrictions.

3.6 Voluntary Disclosure Evaluation

Based on the results of the arrangement review and risk scoring, Calderwood & Harkness will evaluate whether any identified compliance violations warrant voluntary self-disclosure to the relevant federal authorities.

With respect to the Stark Law, Calderwood & Harkness will evaluate whether voluntary self-disclosure to CMS under the Self-Referral Disclosure Protocol ("SRDP") is advisable for any identified noncompliant financial relationships. This evaluation will include estimated overpayment calculations for affected DHS claims, analysis of the sixty (60)-day repayment obligation under 42 U.S.C. § 1320a-7k(d) (as imposed by Section 6402 of the Affordable Care Act), and an assessment of the potential settlement range based on CMS's published methodology for SRDP settlements.

With respect to the AKS, Calderwood & Harkness will evaluate whether voluntary self-disclosure to the OIG under the Self-Disclosure Protocol ("SDP") is advisable for any identified violations. This evaluation will include potential penalty exposure estimates under the Civil Monetary Penalties Law ("CMPL"), 42 U.S.C. § 1320a-7a, and an assessment of the benefits and risks of self-disclosure versus non-disclosure.

As noted in Section 4 below, any decision to proceed with an actual voluntary self-disclosure filing will require separate authorization from AHT's Board of Directors and would be subject to a separate engagement letter or amendment to this engagement.

3.7 Policy and Procedure Remediation

Calderwood & Harkness will undertake a comprehensive redraft of AHT's corporate compliance program manual to ensure alignment with current federal and state regulatory requirements and enforcement expectations. In preparing the revised compliance program manual, Calderwood & Harkness will incorporate guidance from the OIG Compliance Program Guidance for Individual and Small Group Physician Practices, published at 65 Fed. Reg. 59434, as well as the general principles set forth in the OIG's other compliance program guidance documents and the seven elements of an effective compliance program.

In addition, Calderwood & Harkness will revise or draft the following specific policies and procedures:

(a) Physician compensation policies, including procedures for establishing, documenting, and periodically verifying the FMV and commercial reasonableness of physician compensation;

(b) Physician referral and self-referral policies, including procedures for identifying and monitoring designated health service referral patterns;

(c) Vendor and third-party arrangement policies, including procedures for vetting, approving, and documenting financial relationships with vendors and other third parties;

(d) Gifts, meals, and entertainment policies, establishing clear dollar thresholds, documentation requirements, and approval procedures consistent with applicable safe harbors and exceptions;

(e) FMV determination procedures, establishing standardized protocols for obtaining and documenting FMV opinions from qualified independent valuation professionals; and

(f) Non-monetary remuneration tracking policies, establishing procedures for identifying, valuing, and monitoring non-monetary remuneration provided to or received from physicians and other referral sources to ensure compliance with applicable exceptions and safe harbors (including the non-monetary compensation exception under the Stark Law, 42 C.F.R. § 411.357(k)).

In performing this work, Calderwood & Harkness will reference and, where appropriate, recommend updates to the AHT Compliance Committee Charter, which was originally adopted on April 15, 2021 and was most recently amended on October 30, 2022.

3.8 Contract Template Remediation

Calderwood & Harkness will redraft AHT's standard form contracts to incorporate protective provisions designed to ensure ongoing compliance with the AKS and Stark Law. The standard form contracts to be redrafted include the following:

(a) Physician employment agreement;

(b) Independent contractor and medical director agreement;

(d) Equipment lease and access agreement; and

(e) Management services agreement.

In addition to the standard form templates, Calderwood & Harkness will prepare a restructured facility access agreement for the Meridian Diagnostics arrangement. Based on our preliminary assessment, the current per-scan fee structure—under which AHT pays $185 per scan—presents significant risk under both the AKS and the Stark Law because the aggregate compensation paid to Meridian is directly correlated with the volume of referrals from AHT physicians. Calderwood & Harkness will propose converting this arrangement from a per-scan fee to a fixed monthly rental at fair market value, consistent with the space rental or equipment rental safe harbors and exceptions. In connection with this restructuring, Calderwood & Harkness will coordinate with Linden & Pryor LLP, specifically Thomas Beckett, Partner, who serves as counsel to Meridian Diagnostics LLC, to negotiate and document the restructured arrangement.

3.9 Correspondence with Third Parties

Calderwood & Harkness will prepare and, upon AHT's authorization, transmit correspondence to relevant third parties in connection with this engagement. Specifically:

(a) Calderwood & Harkness will prepare correspondence addressed to Pinnacle Laboratory Services Inc. regarding compliance concerns arising from Pinnacle's provision of the no-cost electronic laboratory interface (estimated market value: $120,000 per year) and Pinnacle's sponsorship of CME events ($86,000 in fiscal year 2022). This correspondence will outline the compliance concerns, request information necessary for Calderwood & Harkness's analysis, and, as appropriate, propose modifications to the arrangement.

(b) Calderwood & Harkness will prepare a memorandum addressed to Northbridge Valuation Advisors LLC specifying the scope and methodology requirements for the FMV opinions to be prepared in connection with this engagement, including the relevant arrangements, applicable valuation standards, and required deliverable formats.

3.10 Board and Committee Presentations

Calderwood & Harkness will prepare and deliver two formal presentations to the AHT Board Compliance Committee in connection with this engagement:

(a) Interim Findings Presentation. Calderwood & Harkness will prepare and deliver a presentation summarizing interim findings from the arrangement review and risk scoring process, identifying arrangements of particular concern, and outlining the anticipated remediation approach. We anticipate that this presentation will be delivered approximately eight to twelve weeks after the commencement of substantive work under this engagement.

(b) Final Report and Remediation Roadmap Presentation. Calderwood & Harkness will prepare and deliver a comprehensive final report and remediation roadmap to the Board Compliance Committee, summarizing the results of the engagement, setting forth the Firm's recommendations for remediation of identified compliance risks, and proposing a timeline and prioritization framework for implementation. This presentation will be accompanied by a written report that will serve as the definitive deliverable of this engagement.

3.11 Training Materials

Calderwood & Harkness will prepare AKS and Stark Law compliance training materials for use in mandatory training sessions conducted by AHT. These materials will include a comprehensive slide deck suitable for live or recorded training delivery, as well as a companion reference guide that provides a practical overview of the AKS and Stark Law, the applicable safe harbors and exceptions, AHT's compliance policies, and the obligations of AHT's physicians, independent contractors, medical directors, and relevant administrative staff. The training materials will be designed for a non-legal audience and will include practical examples and case studies relevant to AHT's operations.

4. Matters Outside the Scope of This Engagement

To ensure clarity regarding the boundaries of this engagement, Calderwood & Harkness wishes to identify expressly the following matters that are not within the scope of the Firm's representation under this engagement letter:

(a) Government Investigations and Enforcement Proceedings. This engagement does not include representation of AHT in any government investigation, enforcement proceeding, qui tam or False Claims Act action, or litigation of any kind. In the event that AHT becomes the subject of any such proceeding during or after this engagement, Calderwood & Harkness would be pleased to discuss the scope of a separate representation, but any such representation would be governed by a separate engagement letter with separately negotiated terms.

(b) Voluntary Self-Disclosure Filings. This engagement does not include the preparation or filing of any voluntary self-disclosure under the CMS Self-Referral Disclosure Protocol, the OIG Self-Disclosure Protocol, or any other disclosure mechanism, unless separately authorized by AHT's Board of Directors. Calderwood & Harkness's work under this engagement is limited to the evaluation and recommendation described in Section 3.6 above; the decision to proceed with any actual disclosure, and the preparation and submission thereof, would be subject to a separate engagement letter or a written amendment to this engagement letter, executed by both parties.

(c) Corporate, M&A, and Employment Matters. Corporate, mergers and acquisitions, and general employment legal matters remain within the purview of AHT's general outside counsel, Westbrook Hale LLP (Elena Marchetti, Partner). We understand that Westbrook Hale LLP has deferred to Calderwood & Harkness on the healthcare regulatory and compliance aspects of this engagement, and we will coordinate with Ms. Marchetti's team as appropriate to avoid duplication of effort and to ensure consistency of advice.

(d) Tax Advice. Tax advice is outside the scope of this engagement. AHT should consult with its tax advisors, including Halsted Accounting Group LLP (Ronald Desmond, Engagement Partner) or other qualified tax professionals, regarding any tax implications arising from the restructuring or remediation of arrangements contemplated by this engagement.

(e) Representation of Ridgeline Capital Partners. This engagement does not include the representation of Ridgeline Capital Partners Fund IV, L.P. or Ridgeline Capital Advisors LLC. While we understand that Ridgeline's designated board representatives—Managing Director Claudia Sorrento and Principal Marcus Whitmore—may participate in Board Compliance Committee meetings at which Calderwood & Harkness's work product is presented, neither Ridgeline Capital Partners Fund IV, L.P. nor Ridgeline Capital Advisors LLC is a client under this engagement, and no attorney-client relationship is formed between Calderwood & Harkness and any Ridgeline entity by virtue of such participation.

5. Engagement Team

The following attorneys will staff this engagement, and AHT may direct communications regarding the engagement to any of the team members identified below:

Miriam Calloway, Partner — Responsible Partner. Ms. Calloway leads the Healthcare & Life Sciences practice group in the Firm's Boston office. Ms. Calloway will have overall supervisory responsibility for the engagement, including final review and approval of all major deliverables, and will serve as the senior attorney responsible for strategic advice and client relationship management. Ms. Calloway's biography is enclosed as part of Attachment B.

Joel Strauss, Partner — Billing Partner. Mr. Strauss will serve as the billing partner for the engagement and will be responsible for all billing and financial administration matters. In addition to his administrative role, Mr. Strauss will contribute substantive expertise in AKS and Stark Law compliance counseling, particularly with respect to physician compensation arrangements and value-based care models.

Christopher Aiken, Senior Associate — Lead Associate. Mr. Aiken will serve as the day-to-day lead for the engagement. He will coordinate the document review process, draft legal memoranda and policy documents, manage the development of the Risk Matrix, and serve as the primary point of contact for AHT's in-house legal and compliance team and for third-party counsel engaged in connection with this matter. Mr. Aiken will report to Ms. Calloway and Mr. Strauss on all substantive matters.

Amy Whitfield, Associate — Working Associate. Ms. Whitfield will assist with document review, legal research, contract template drafting, and the preparation of training materials. Ms. Whitfield will work under the supervision of Mr. Aiken and will report to him on matters relating to this engagement.

Additional attorneys or paraprofessionals may be assigned to this engagement as needed to ensure timely completion of the work. Calderwood & Harkness will provide prior notice to AHT before assigning additional team members, including the applicable billing rates for any such individuals.

6. Fees and Billing

6.1 Billing Rates

The current standard hourly billing rates for the members of the engagement team are as follows:

In the event that additional attorneys or paraprofessionals are assigned to the engagement, their applicable billing rates will be communicated to AHT prior to the commencement of their work. Billing rates are subject to annual adjustment, typically effective January 1 of each calendar year. Should any rate adjustment become effective during the term of this engagement, Calderwood & Harkness will communicate the adjusted rates to AHT in advance.

6.2 Fee Estimate

Based on the defined scope of work set forth in Section 3 of this letter, Calderwood & Harkness estimates that total professional fees for the engagement will fall within the range of $475,000 to $625,000. This estimate reflects the Firm's current understanding of the number and complexity of arrangements to be reviewed, the anticipated scope of remediation, and the projected effort required for each workstream.

This estimate is provided solely for budgeting purposes and does not constitute a fixed fee, fee cap, or maximum fee. Actual fees may vary, and may be higher or lower than the estimated range, depending on a number of factors, including but not limited to the complexity and volume of arrangements ultimately reviewed, the extent of remediation required, the number and nature of issues identified during the review, the need for and scope of voluntary disclosure evaluation, the responsiveness of third parties to information requests, and the level of involvement required by the engagement team in Board Compliance Committee presentations and related activities.

Calderwood & Harkness will provide periodic budget updates to AHT, and will promptly notify Ms. Yamamoto and Mr. Huang if fees are projected to exceed the upper end of the estimated range, so that AHT may make informed decisions regarding the allocation of resources and the prioritization of engagement workstreams.

6.3 Expenses. AHT will reimburse Calderwood & Harkness for reasonable out-of-pocket expenses incurred in connection with the engagement, including but not limited to travel expenses (airfare, ground transportation, lodging, and meals), photocopying and printing charges, legal database and research charges (including Westmark Data Systems, Sundial Solutions, and Cascade Services Inc.), overnight courier charges, long-distance telephone charges, and similar disbursements. Expenses will be itemized on monthly invoices.

Expenses related to the retention of Northbridge Valuation Advisors LLC or other third-party consultants retained in connection with this engagement will be billed directly by such consultants to AHT pursuant to separate engagement arrangements between AHT and such consultants. Such third-party consultant fees and expenses are not included in the fee estimate set forth in Section 6.2 above.

6.4 Payment Terms

Calderwood & Harkness will submit monthly invoices for professional fees and expenses incurred during the preceding calendar month. Each invoice will provide a summary of time incurred by engagement team member, a description of the work performed, and an itemization of expenses.

Payment of each invoice is due within thirty (30) days of the invoice date (net 30). Invoices will be addressed and transmitted to:

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

Calderwood & Harkness reserves the right to charge interest on past-due amounts at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. In the event of a billing dispute, AHT agrees to notify Calderwood & Harkness promptly of the nature of the dispute, and the parties will work in good faith to resolve the matter.

7. Client Responsibilities

The effective and efficient completion of this engagement will require AHT's active cooperation and participation. AHT agrees to the following responsibilities in connection with this engagement:

(a) Primary Client Contacts. AHT designates Patricia Yamamoto, General Counsel, and Derek Huang, Chief Compliance Officer, as the primary client contacts for purposes of this engagement. Calderwood & Harkness will direct day-to-day communications to Ms. Yamamoto and Mr. Huang, and will look to them for guidance on client-side decision-making, document production, and scheduling.

(b) Access to Documents and Information. AHT will provide timely and complete access to all contracts, policies, financial data, organizational charts, physician compensation materials, board minutes, compliance records, and other documents and information reasonably requested by Calderwood & Harkness in connection with this engagement. Timely access to relevant documents is essential to maintaining the engagement timeline and managing costs.

(c) Facilitation of Interviews. AHT will facilitate interviews with relevant personnel as requested by Calderwood & Harkness. Individuals whom we anticipate interviewing include, but are not limited to, Dr. Nathan Ellsworth, Chief Executive Officer; Dr. Vivian Chao, Regional Medical Director for Central Massachusetts and former managing partner of Lakeview Medical Associates, P.C.; and appropriate clinical, administrative, and financial staff with knowledge of AHT's physician compensation practices, referral patterns, and vendor relationships.

(d) Gap Assessment Report and Work Papers. AHT will provide Calderwood & Harkness with full access to the Grayson Whitaker Gap Assessment Report (GW-AHT-2022-Final) and all underlying work papers, data compilations, and supporting documentation prepared by Grayson Whitaker in connection with its assessment. This access is essential to avoid duplication of effort and to ensure that Calderwood & Harkness's analysis builds on, rather than repeats, the work already performed.

8. Confidentiality and Privilege

All communications between Calderwood & Harkness and AHT in connection with this engagement, including all oral and written communications, memoranda, reports, analyses, risk matrices, and other work product generated by the Firm, are intended to be protected by the attorney-client privilege and the work product doctrine. The protections afforded by these doctrines are valuable and, once waived, may be difficult or impossible to restore.

AHT should take appropriate steps to maintain the confidentiality of all privileged communications and work product generated in connection with this engagement. In particular, AHT should limit internal distribution of privileged materials to those individuals with a genuine need to know, should mark privileged materials as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" or with substantially similar designations, and should consult with Calderwood & Harkness before disclosing any engagement work product to third parties, including but not limited to auditors, consultants, lenders, investors, or regulatory authorities.

Where disclosure of privileged or confidential information to third parties is necessary for the effective conduct of this engagement—for example, to Northbridge Valuation Advisors LLC in connection with the FMV opinions, to Halsted Accounting Group LLP in connection with financial analysis, or to Linden & Pryor LLP in connection with the proposed Meridian Diagnostics restructuring—Calderwood & Harkness will coordinate with AHT to establish appropriate confidentiality protections. These protections may include non-disclosure agreements, common interest agreements, or other mechanisms designed to preserve the privilege to the greatest extent practicable.

With respect to Ridgeline Capital Partners, the parties acknowledge that Ridgeline's designated board representatives, Managing Director Claudia Sorrento and Principal Marcus Whitmore, may receive engagement updates through their participation in Board Compliance Committee meetings at which Calderwood & Harkness's work product is presented. Notwithstanding such participation, Ridgeline Capital Partners Fund IV, L.P. and Ridgeline Capital Advisors LLC are not clients under this engagement, and AHT's attorney-client privilege will be maintained accordingly. To the extent necessary, Calderwood & Harkness will advise AHT on appropriate measures to preserve the privilege in the context of board-level communications, including the potential use of common interest agreements between AHT and Ridgeline entities.

9. Document Retention

Calderwood & Harkness will maintain engagement files in accordance with the Firm's document retention policies, as set forth in greater detail in Attachment A (Standard Terms of Engagement). Upon completion of the engagement, Calderwood & Harkness will retain client files for a period of seven (7) years following the engagement close date, after which files may be destroyed in accordance with the Firm's standard document destruction procedures, unless AHT requests the return of original documents prior to such destruction.

AHT is responsible for maintaining its own complete copies of all deliverables, work product, memoranda, reports, policies, contract templates, and other documents produced by Calderwood & Harkness during the course of this engagement. Calderwood & Harkness will make reasonable efforts to provide AHT with copies of all deliverables in both electronic and hard copy format, but the Firm does not serve as the custodian of record for AHT's legal files.

10. Conflicts of Interest

Prior to accepting this engagement, Calderwood & Harkness conducted a comprehensive conflicts check covering the following entities and individuals: Arbor Health Technologies Inc.; Ridgeline Capital Partners Fund IV, L.P.; Ridgeline Capital Advisors LLC; Lakeview Medical Associates, P.C.; Meridian Diagnostics LLC; Pinnacle Laboratory Services Inc.; ConnectiCare Physicians Network, LLC; Covenant Health Plans Inc.; and all named principals and related parties identified by AHT in connection with this engagement, including but not limited to Dr. Nathan Ellsworth, Dr. Karen Ellsworth, Patricia Yamamoto, Derek Huang, Dr. Vivian Chao, Claudia Sorrento, and Marcus Whitmore.

Based on this review, Calderwood & Harkness has identified no disqualifying conflicts of interest that would prevent the Firm from undertaking this engagement. This engagement does not include the representation of any entity or individual adverse to AHT. In the event that a conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify AHT and will take appropriate steps in accordance with the Massachusetts Rules of Professional Conduct, including, where necessary, seeking AHT's informed written consent to continued representation or, if consent cannot be obtained, withdrawing from the representation in whole or in part.

11. Termination

Either party may terminate this engagement at any time upon written notice to the other party. No specific reason or cause is required for termination.

In the event of termination by either party, AHT will remain responsible for payment of all professional fees and out-of-pocket expenses incurred through the date of termination. Calderwood & Harkness will render a final invoice for all unbilled fees and expenses within thirty (30) days of the termination date.

Upon termination, Calderwood & Harkness will take reasonable steps to protect AHT's interests, including but not limited to preserving the confidentiality of privileged materials, completing or transitioning any time-sensitive work in progress, and, if applicable, facilitating an orderly transition of the engagement to successor counsel designated by AHT. AHT agrees to cooperate with Calderwood & Harkness in any such transition, including executing any documents reasonably necessary to effect the substitution of counsel.

12. Limitation of Engagement / No Guarantee of Outcome

This engagement is limited to the scope described in this letter and does not constitute an undertaking to provide legal advice on matters outside that scope. AHT acknowledges and agrees that Calderwood & Harkness is not serving as AHT's general counsel or as AHT's compliance officer, and that the Firm's role is limited to providing legal advice and recommendations within the defined scope of this engagement.

While Calderwood & Harkness will exercise its professional judgment to identify and analyze compliance risks and to recommend appropriate remediation measures, no assurance can be given that the arrangements reviewed will be deemed fully compliant by any federal or state regulatory authority, that the remediation measures recommended will eliminate all risk of enforcement action, or that AHT's compliance program, as revised, will satisfy the expectations of every regulatory body or enforcement agency. Healthcare regulatory compliance is an inherently complex and evolving field, and the application of the AKS, Stark Law, and related statutes to specific factual circumstances involves significant judgment and, in many cases, areas of genuine legal uncertainty.

This engagement does not constitute a legal audit, a compliance certification, or a guarantee of regulatory compliance. Calderwood & Harkness's deliverables are intended to provide AHT's Board of Directors, management, and compliance personnel with the information and tools necessary to make informed decisions regarding AHT's compliance posture, but the ultimate responsibility for implementing and maintaining compliance rests with AHT.

13. Governing Law

This engagement letter, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.

14. Acceptance and Acknowledgment

We are enthusiastic about the opportunity to assist Arbor Health Technologies Inc. with this important compliance initiative, and we look forward to working with you, Mr. Huang, and the broader AHT team. We believe that a proactive and thorough self-assessment and remediation effort will serve the Company's long-term interests and demonstrate AHT's commitment to compliance.

We kindly request that AHT acknowledge and accept the terms of this engagement letter by having an authorized representative execute and return a signed copy to the undersigned. A duplicate original is enclosed for your records. Upon execution, this letter, together with Attachment A (Standard Terms of Engagement) incorporated herein by reference, shall constitute the entire agreement between Calderwood & Harkness and AHT with respect to this engagement, superseding all prior oral or written communications regarding the subject matter hereof.

If you have any questions regarding any aspect of this letter, please do not hesitate to contact me directly at (617) 555-4812 or mcalloway@calderwoodharkness.com, or Christopher Aiken at (617) 555-4837 or caiken@calderwoodharkness.com.

We look forward to commencing work on this engagement promptly.

ACKNOWLEDGED AND AGREED:

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Patricia Yamamoto

Title: General Counsel

Date: ________