Contract analysis

1. Executive Employment Agreement — Second Draft, dated August 30, 2022 (the "Employment Agreement"); and

2. Employee Non-Competition Agreement (Massachusetts Compliant) — Second Draft, dated August 30, 2022 (the "Non-Competition Agreement" and, together with the Employment Agreement, the "Agreement Documents"). These second drafts reflect Calderwood & Harkness's and AHT's thorough review of the initial markup submitted by Fielding & Rowe on behalf of Dr. Elliston, which we received on August 19, 2022. As you will recall

I. Executive Employment Agreement — Second Draft Compensation Terms. The core compensation terms remain as proposed in the first draft and are unchanged in the second draft: • Base Salary: $575,000 per annum, payable in accordance with the Company's standard payroll schedule. • Annual Bonus: Target annual bonus of 75% of base salary, which at target equals $431,250. The maximum annual bonus shall be 150% of the targe

Section 280G Treatment. The Company has maintained its position that the Employment Agreement include a "best-net cutback" provision in lieu of a Section 280G/4999 excise tax gross-up. Under the best-net cutback, if any payments or benefits to the Executive would constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code, the aggregate amount of such payments shall be reduced to t

II. Employee Non-Competition Agreement — Second Draft Non-Compete Duration. The non-compete period has been reduced from eighteen (18) months to twelve (12) months post-termination, reflecting Fielding & Rowe's comment. AHT has accepted this change, which is consistent with the maximum enforceability standard under the Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, § 24L. This revision is discussed at Ite

1. Executive Employment Agreement — Second Draft (August 30, 2022)

2. Employee Non-Competition Agreement (Massachusetts Compliant) — Second Draft (August 30, 2022)

3. Issues List (as set forth in this letter)