Contract analysis

From: "Bernard Crawford" To: "Aaron Whitfield" Cc: "Renata Vasquez", "Devon Archer", "Lisa Murakami" Subject: Arbor Health Technologies Inc. — Matter No. 1010-00004 — Confirmation of Dormant Status and Document Preservation

Attachment: Invoice #SC-AHT-2022-004 (Final Invoice — October 7, 2022)

I am writing to confirm the administrative status of the above-referenced matter following Dr. Marcus J. Elliston's decision, communicated to your team on September 28, 2022, not to proceed with the Chief Operating Officer position at Arbor Health Technologies Inc. ("AHT"). We received notification from your office on September 29, and as of today, October 7, 2022, matter number 1010-00004 (client number 81-30294) ha

I wanted to take this opportunity to summarize the work product we have on file and address a few housekeeping items.

All drafts, memoranda, correspondence, and related work product developed during the engagement have been preserved on file and indexed for efficient retrieval. The following is a summary of the materials we hold:

- **Executive Employment Agreement** — three drafts (August 5, August 30, and September 16, 2022). The September 16 version is a near-final draft reflecting substantially agreed terms following negotiation with Dr. Elliston's counsel at Fielding & Rowe LLP. - **Employee Non-Competition Agreement** (Massachusetts Noncompetition Agreement Act compliant) — three drafts tracking the same timeline as the Employment Agreem

- Massachusetts Noncompetition Agreement Act compliance checklist - Massachusetts Wage Act analysis - Non-solicitation and non-disclosure enforceability analysis - Equity award structuring memo (including AHT 2020 Equity Incentive Plan share reserve analysis and Ridgeline Capital Partners / Helix Ventures Fund III consent requirements) - Section 409A compliance analysis - Change in control provisions design and marke

- Transmittal letters to Fielding & Rowe LLP accompanying all three draft packages, and compiled negotiation email chain regarding non-compete scope and duration.

- Initial strategy and term sheet review memorandum - Summary of Fielding & Rowe markup with recommended responses - Outstanding negotiation points summary

While it is obviously disappointing that Dr. Elliston's candidacy did not come to fruition, I want to underscore the significant value this body of work represents for AHT going forward. The near-final drafts reflect extensive, substantive negotiation and constitute a robust, market-tested template for a senior operating executive at AHT's level.

As you will recall, the key commercial terms were substantially agreed: base salary of $575,000; annual bonus target of 75% of base salary; signing bonus structure with a 24-month clawback; equity grants of 1.25% stock options and 0.50% RSUs; change in control double-trigger severance provisions with a Section 280G best-net cutback; and a 12-month non-compete with garden-leave payment. These terms reflect current mar

Importantly, our Massachusetts-law compliance work—including the Noncompetition Agreement Act analysis, Wage Act review, and non-solicitation enforceability analysis—as well as the tax analyses under Sections 409A and 280G, remain current and directly applicable to any future C-suite hire. The equity structuring memo analyzing the AHT 2020 Equity Incentive Plan share reserve and the Ridgeline Capital Partners / Helix

Should AHT identify a new COO candidate—or wish to adapt the document suite for another C-suite position—we would be pleased to re-engage and could do so at a significantly reduced cost given the substantial foundational work already in place. We would essentially be adapting and updating rather than building from scratch.

Attached please find our final invoice, #SC-AHT-2022-004, dated October 7, 2022. Total fees billed through dormancy are $78,340, representing 70.2 billable hours across the engagement team (Bernard Crawford, Renata Vasquez, Devon Archer, Nadia Petrov, Gregory Tan, and Sandra Okafor). This falls within the lower end of the original engagement letter estimate of $85,000–$125,000, reflecting that the matter concluded pr

The outstanding balance on the account is $12,475. We would appreciate payment at AHT's earliest convenience. Any billing questions may be directed to Renata Vasquez at the email address above or at (617) 555-2840.

Aaron, it has been a genuine pleasure working with you and the AHT team on this engagement, and I appreciate the opportunity to collaborate with Lisa and the broader organization on what was a thoughtfully structured and well-managed recruitment process. Although we did not reach the finish line with Dr. Elliston, the work product is comprehensive and well-positioned to serve AHT in the next chapter of the COO search

Our full team—including Gregory Tan on the tax side and Sandra Okafor on corporate and equity matters—stands ready to re-engage promptly whenever AHT identifies a new candidate. Please do not hesitate to reach out if you have any questions, or if you would like to discuss next steps for the COO search from an employment documentation standpoint. We are happy to help in any way we can.

**Bernard Crawford** Partner, Labor & Employment Calderwood & Harkness LLP One International Place, Suite 3400 Boston, MA 02110 Direct: (617) 555-7103 Email: bcrawford@calderwoodharkness.com

*CONFIDENTIALITY NOTICE: This email message and any attachments are intended solely for the use of the individual or entity to whom they are addressed and may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including attorney-client privilege and attorney work product doctrine. If you are not the intended recipient, or the employee or agent responsible for delive