Contract analysis

1. Executive Employment Agreement — First Draft The Executive Employment Agreement (the "Employment Agreement") is by and between Arbor Health Technologies Inc. and Dr. Marcus J. Elliston and sets forth the principal terms and conditions of Dr. Elliston's proposed employment as Chief Operating Officer of AHT. The key terms reflected in the initial draft are summarized as follows: Title and Reporting. Dr. Elliston wou

Section 280G. The Employment Agreement includes a Section 280G "best net" cutback provision. Under this provision, in the event that any payments or benefits provided to Dr. Elliston would constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, such payments and benefits will be reduced to the extent necessary to avoid the imposition of the excise tax under

2. Employee Non-Competition Agreement (Massachusetts Compliant) — First Draft Enclosed as a separate standalone agreement is the Employee Non-Competition Agreement (the "Non-Competition Agreement"), which has been drafted to comply with the requirements of the Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, § 24L (the "MNAA"). The key restrictive covenants and related terms reflected in the draft are as fo

3. Stock Option Award Agreement — Draft The enclosed Stock Option Award Agreement provides for the grant of incentive stock options to Dr. Elliston to purchase a number of shares of AHT common stock representing one and one-quarter percent (1.25%) of the fully diluted equity of the Company. The options are to be issued under the Arbor Health Technologies Inc. 2020 Equity Incentive Plan, as amended in May 2021 (the "P

4. Restricted Stock Unit Award Agreement — Draft The enclosed Restricted Stock Unit Award Agreement provides for the grant of restricted stock units ("RSUs") to Dr. Elliston representing one-half of one percent (0.50%) of the fully diluted equity of the Company, also issued under the Plan. The key terms are as follows: Vesting Schedule. The RSUs are subject to a three (3) year vesting schedule, with one-third (33.33%

5. Schedule A to Employment Agreement — Prior Inventions Disclosure Form Enclosed is a blank Prior Inventions Disclosure Form, designated as Schedule A to the Employment Agreement. This form provides Dr. Elliston with the opportunity to identify and disclose any prior inventions, patents, patent applications, copyrights, or other intellectual property that was conceived, developed, or reduced to practice by Dr. Ellis

6. Schedule B to Employment Agreement — Form of General Release Agreement The enclosed form of General Release of Claims (the "Release"), designated as Schedule B to the Employment Agreement, is the form of release that Dr. Elliston would be required to execute as a condition precedent to receiving any severance payments or benefits under the Employment Agreement following a qualifying termination of employment. The

7. Exhibit A to Employment Agreement — Position Description and Reporting Structure The enclosed Exhibit A to the Employment Agreement sets forth a detailed description of the Chief Operating Officer role, including the position's primary duties and responsibilities, Dr. Elliston's direct reports and organizational reporting lines, and the scope of the COO's authority and interaction with the Board of Directors. As r

Section 280G and Section 409A Compliance. As noted above, the Employment Agreement contains a Section 280G "best net" cutback provision and does not include a tax gross-up. The Employment Agreement has also been drafted with the intent to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code. AHT's tax advisors, Hargrove & Sinclair CPAs, are available to coordinate with you or

1. Executive Employment Agreement — First Draft

2. Employee Non-Competition Agreement (MA Compliant) — First Draft

3. Stock Option Award Agreement — Draft

4. Restricted Stock Unit Award Agreement — Draft

5. Schedule A to Employment Agreement — Prior Inventions Disclosure Form

6. Schedule B to Employment Agreement — Form of General Release Agreement

7. Exhibit A to Employment Agreement — Position Description and Reporting Structure This letter and any documents accompanying it may contain information that is privileged, confidential, or otherwise exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have rece