Contract analysis

From: "Catherine A. Fielding" <cfielding@fieldingrowellp.com> To: Devon Archer <darcher@calderwoodharkness.com> Cc: "Jonathan M. Pryce" <jpryce@fieldingrowellp.com> Date: Wed, 28 Sep 2022 04:47:00 -0000 Subject: Arbor Health Technologies Inc. — Dr. Marcus J. Elliston / Proposed COO Employment — Withdrawal of Candidacy

I hope this message finds you well. I am writing with respect to the proposed employment of our client, Dr. Marcus J. Elliston, as Chief Operating Officer of Arbor Health Technologies Inc. ("AHT").

On behalf of Dr. Elliston, I write to formally notify you that he has decided not to proceed with the COO position at AHT. Accordingly, Dr. Elliston will not be executing the Executive Employment Agreement, the Employee Non-Competition Agreement, or any of the related ancillary documents—including the equity award agreements, schedules, and exhibits—that have been the subject of our negotiations over the past several

This decision follows Dr. Elliston's acceptance of an alternative professional opportunity. I am not in a position to share additional details at this time, but I do want to emphasize that this outcome is in no way a reflection of any dissatisfaction with Arbor Health Technologies or with the terms under discussion.

I would also like to express our sincere appreciation for the professionalism and diligence that you, Bernard, and the entire Calderwood & Harkness team brought to the negotiation process. Substantial progress had been made toward finalizing the documents—the third draft circulated on September 16 was, as you know, very nearly in executable form—and I recognize that this news may be disappointing given the effort inv

We would ask that you relay this notification to your client at your earliest convenience—specifically to Aaron Whitfield, General Counsel, and Lisa Murakami, Chief Human Resources Officer, or to such other AHT representatives as you deem appropriate. I should note that Dr. Elliston intends to communicate his decision directly to Ms. Chandrasekaran as well, and may have already done so by the time you receive this em

Please do not hesitate to reach out if there are any administrative matters that require attention as we wind things down. It has been a pleasure working with you both, and I hope our paths will cross again under different circumstances.

Catherine A. Fielding Partner Fielding & Rowe LLP 101 Federal Street, Suite 2600 Boston, MA 02110 Tel: (617) 555-0140 Email: cfielding@fieldingrowellp.com

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