Contract analysis

1. Purpose of Memorandum This memorandum requests the formal opening of a new client matter for the representation of Arbor Health Technologies Inc. ("AHT" or "Arbor Health" or the "Company") in connection with its proposed initial public offering (the "IPO" or the "Offering") of shares of common stock on the New York Stock Exchange (the "NYSE"). Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged to ser

2. Client Information 2.1 Client Identification The following information identifies the client entity for purposes of Firm records, Know Your Client compliance, and anti-money laundering screening: Client Full Legal Name: Arbor Health Technologies Inc. Short Name / DBA: Arbor Health; AHT Entity Type: Corporation (C-corporation) Jurisdiction of Incorporation: State of Delaware Federal Employer Identification Number (

3. Matter Description 3.1 Nature of Engagement Calderwood & Harkness LLP has been engaged to represent Arbor Health Technologies Inc. as issuer's counsel in connection with its proposed initial public offering of shares of common stock, par value $0.001 per share (the "Common Stock"). The Offering is anticipated to be a primary offering, with all shares to be sold by the Company for its own account. No secondary sale

4. Matter Number and Client Number Matter Number: 1010-00002 Client Number: Firm Administration is hereby requested to assign a new client number for Arbor Health Technologies Inc. and to link such client number to matter number 1010-00002. As noted above, the Company is a new client of the Firm, and no existing client number is on file. Practice Group: Capital Markets Office: New York Docket Code: IPO / Securities O

5. Billing Arrangements 5.1 Fee Structure The billing arrangements for this engagement are as follows, consistent with the terms set forth in the executed engagement letter dated August 21, 2023: Basis: Hourly billing at the Firm's standard rates for the assigned timekeepers, as set forth in Section 5.2 below. Billing Cycle: Monthly. Invoices will be prepared and issued on a calendar-month basis, with time and disbur

6. Staffing 6.1 Core Team The following table identifies the core team assigned to this matter, together with each team member's role, practice group affiliation, and principal areas of responsibility: 6.2 Additional Support (As Needed) In addition to the core team identified above, the following additional support resources will be drawn upon as needed throughout the engagement: • Paralegal Support. One or more para

7. Anticipated Timeline The following table sets forth the anticipated timeline and key milestones for the IPO process. This timeline is preliminary and is based on current assumptions regarding the SEC review process, market conditions, and the readiness of the Company and the underwriting syndicate to proceed on the anticipated schedule. All dates are approximate and subject to adjustment as the process unfolds. Th

8. Conflicts Clearance Conflicts clearance for all relevant parties in connection with this engagement was completed and confirmed by the Firm's Office of the General Counsel on August 18, 2023. The conflicts check was conducted in accordance with the Firm's standard conflicts clearance procedures and covered all parties identified at that time as having a material role in, or connection to, the proposed IPO. The fol

9. Special Instructions to Firm Administration The following special instructions are provided to Firm Administration in connection with the setup and ongoing administration of this matter:

1. Client and Matter Number Assignment. Please assign a new client number for Arbor Health Technologies Inc. and link it to matter number 1010-00002. Confirm the assigned client number to the undersigned and to the core team members identified in Section 6 above at the earliest opportunity so that time entries and disbursements may be properly coded from the inception of the engagement.

2. Practice Group and Sub-Category Classification. This matter should be classified under Practice Group: Capital Markets, with Sub-category: Initial Public Offerings.

3. Billing Cycle Setup. Please establish a monthly billing cycle for this matter, with the first invoice to be generated at the end of September 2023, reflecting time and disbursements incurred from the engagement opening date through September 30, 2023.

4. Priority Processing. This is a high-profile engagement with significant strategic importance to the Firm. Please flag the matter for priority processing of all invoices, disbursement requests, and related administrative matters. Timely invoicing is particularly important given the engagement letter's net-30-day payment terms.

5. Matter Reference. All correspondence, documents, invoices, and internal records should reference matter number 1010-00002.

6. Electronic Matter File. An electronic matter file should be established on the Firm's document management system (Tidewater Systems) for the storage and organization of all engagement-related documents, including drafts, correspondence, research memoranda, and client communications. The file should be structured with appropriate sub-folders for each major workstream (e.g., Registration Statement, Governance Docume

7. Secure Data Room and Document Sharing. Please coordinate with the Firm's Information Technology department to assess and provision any secure data room or document sharing platform requirements for this engagement. External working group collaboration will be extensive throughout the IPO process, with regular document exchanges among C&H, the Company's in-house legal team, Meridian Hale & Quivorn LLP (underwriters

8. New Business Reporting. Please ensure that this matter is reflected in the Firm's new business intake reports and any periodic reporting to Firm management regarding new engagement activity.

10. Authorization and Signature block This memorandum constitutes the formal request for the opening of matter number 1010-00002 on behalf of Arbor Health Technologies Inc. in connection with its proposed initial public offering of common stock. All information contained herein is believed to be accurate and complete as of the date of this memorandum. Any updates or corrections to the information provided will be com