Contract analysis

1. Introduction and Purpose We are pleased to confirm that Arbor Health Technologies Inc. ("AHT" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's counsel in connection with the Company's proposed initial public offering of shares of its common stock, par value $0.001 per share (the "Common

2. Scope of Engagement 2.1 Primary Scope — IPO Representation Subject to the limitations set forth in Section 2.2 below, the Firm will provide legal services to the Company in connection with the IPO, including the following: (a) Registration Statement. Preparation, drafting, review, and filing of a Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), including all a

3. Client Identification The Firm's client in this Engagement is Arbor Health Technologies Inc., the corporation. The Firm does not represent, and will not represent, any individual director, officer, stockholder, employee, affiliate, or subsidiary of the Company in connection with this matter or in any individual capacity. The Company acknowledges that the interests of the Company as a corporate entity may from time

4. Fees and Billing Arrangements 4.1 Billing Rates The Firm will bill for its services on an hourly basis. The current standard hourly rates for the attorneys assigned to the initial staffing team are as follows: If additional attorneys are assigned to the Engagement, their services will be billed at the Firm's then-current standard hourly rates, which will be communicated to the Company at the time of their assignme

5. Conflicts of Interest Prior to accepting this Engagement, the Firm conducted a comprehensive conflicts of interest check with respect to Arbor Health Technologies Inc. and the other known participants in the proposed IPO transaction. The conflicts check encompassed, among others, the following parties and their known affiliates: • Arbor Health Technologies Inc. and its officers, directors, and known subsidiaries;

6. Confidentiality and Privilege All communications between the Firm and the Company in connection with this Engagement are intended to be, and shall be treated as, privileged and confidential attorney-client communications and/or attorney work product protected from disclosure under applicable law. The Firm will take reasonable steps to maintain the confidentiality and privilege of all such communications and will n

7. Document Retention Following the conclusion of the Engagement (whether by completion of the Offering, termination, or otherwise), the Firm will retain the Company's files related to this Engagement, including both paper and electronic files, in accordance with the Firm's standard record retention policies. Under those policies, as currently in effect, client files are retained for a minimum of seven (7) years from

8. Termination 8.1 Termination by the Company The Company may terminate this Engagement at any time, with or without cause, by providing written notice of termination to Theodore Langston or Vivienne St. Claire at the Firm's address set forth in this Engagement Letter. Termination will be effective upon the Firm's receipt of such written notice (or such later date as may be specified in the notice). Upon termination

9. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or in connection with this Engagement, whether based on breach of contract, tort (including negligence), breach of fiduciary duty, or any other legal theory, shall not exceed the total amount of fees actually paid by the Company to the Firm under this Engagement Letter. This limit

10. Governing Law and Dispute Resolution This Engagement Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such state, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising out of or

11. Miscellaneous Provisions 11.1 Entire Agreement This Engagement Letter, together with any schedules, exhibits, or attachments hereto (including Schedule A: Firm's Standard Terms of Engagement, which is incorporated herein by reference), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandin

12. Acceptance and Countersignature We are honored to have the opportunity to represent Arbor Health Technologies Inc. in connection with this important milestone transaction. The IPO will be a transformative event for AHT, and we are committed to bringing the full depth of our Capital Markets, Tax, and Corporate Governance practices to bear in support of a successful offering. We look forward to working closely with