Contract analysis

I. PURPOSE This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") by Arbor Health Technologies Inc. ("AHT" or the "Prospective Client") to draft and negotiate a comprehensive executive employment agreement package for Dr. Marcus J. Elliston ("Dr. Elliston"), AHT's prospective Chie

II. ENGAGEMENT SUMMARY The key parameters of the proposed engagement are summarized below: Prospective Client: Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and headquarters located at 400 Brattle Commerce Park, Suite 1200, Cambridge, Massachusetts 02138. AHT's federal employer identification number is 84-3297461. AHT

III. PARTIES AND RELATED PERSONS SEARCHED In accordance with the Firm's conflict clearance policies, the following entities and individuals were identified as parties and related persons requiring a search through the Firm's conflict management database. The list below includes all full legal names, entity types, jurisdictions of organization, addresses, and roles in the proposed matter. These parties were identified

1. Arbor Health Technologies Inc. — A corporation organized under the laws of the State of Delaware; principal place of business at 400 Brattle Commerce Park, Suite 1200, Cambridge, Massachusetts 02138; federal employer identification number 84-3297461. AHT is a healthcare services and SaaS company and is the prospective client in this engagement. AHT is the entity that would enter into the executive employment agree

2. Ridgeline Capital Partners, LP — A limited partnership organized under the laws of the State of Delaware; principal office at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116. Ridgeline is a private equity firm and AHT's majority equity sponsor, holding approximately sixty-eight percent (68%) of AHT's outstanding equity through its Fund IV investment vehicle (Ridgeline Capital Partners Fund IV, L.P.,

3. Helix Ventures Fund III, LP — A limited partnership organized under the laws of the State of Delaware. Helix Ventures holds approximately fourteen percent (14%) of AHT's outstanding equity as a minority investor. Pursuant to the terms of AHT's stockholders' agreement, Helix Ventures holds certain consent rights with respect to equity issuances above specified thresholds, which may be implicated by the equity award

4. Capitol Registered Agents Inc. — AHT's registered agent in the State of Delaware, with a registered office address at 1209 Orange Street, Wilmington, Delaware 19801. Included in the search for completeness purposes. B. AHT Officers and Directors The following individuals are current officers and directors of AHT whose names were searched individually through the Firm's conflict database:

1. Priya Chandrasekaran — Chief Executive Officer, Arbor Health Technologies Inc. Ms. Chandrasekaran is AHT's principal executive officer and will be a counterpart to Dr. Elliston in the organizational structure.

2. Aaron Whitfield — General Counsel, Arbor Health Technologies Inc. Mr. Whitfield is the primary client contact for this engagement and will serve as the principal point of communication between AHT and the Firm on all matters relating to the proposed employment agreement.

3. Lisa Murakami — Chief Human Resources Officer, Arbor Health Technologies Inc. Ms. Murakami is responsible for AHT's human resources function and has been involved in the development of the compensation package parameters for Dr. Elliston's employment.

4. Thomas R. Glenwood — Chairman of the Board of Directors, Arbor Health Technologies Inc.; Managing Partner, Ridgeline Capital Partners, LP. Mr. Glenwood's dual role as AHT Board Chair and Ridgeline Managing Partner has been noted and is addressed in the analysis section of this memorandum.

5. Derek Solano — Chief Financial Officer, Arbor Health Technologies Inc. Mr. Solano oversees AHT's financial operations and will be involved in approving the financial terms of Dr. Elliston's compensation package. C. Prospective Executive (Counterparty)

1. Dr. Marcus J. Elliston — The prospective Chief Operating Officer of AHT. Dr. Elliston resides at 87 Laurel Hill Road, Wellesley, Massachusetts 02481. He is currently employed as Senior Vice President of Operations at Pinnacle Care Systems, Inc. in Rockville, Maryland, and is expected to resign from that position upon execution of the employment agreement with AHT. Dr. Elliston is the counterparty to the proposed e

1. Pinnacle Care Systems, Inc. — A corporation organized under the laws of the State of Maryland, with its principal offices at 1500 Research Boulevard, Suite 600, Rockville, Maryland 20850. Pinnacle Care is a healthcare information technology company and Dr. Elliston's current employer. Pinnacle Care was searched to determine whether the Firm has any current or prior representation of the entity, or any adverse matt

1. Fielding & Rowe LLP — A limited liability partnership organized under the laws of the Commonwealth of Massachusetts, with offices at 101 Federal Street, Suite 2600, Boston, Massachusetts 02110. Fielding & Rowe will serve as personal counsel to Dr. Elliston in the negotiation of the executive employment agreement and related documents and will be the opposing counsel for purposes of this engagement.

2. Catherine A. Fielding — Partner, Fielding & Rowe LLP. Ms. Fielding is the lead attorney representing Dr. Elliston in the employment agreement negotiations.

3. Jonathan M. Pryce — Associate, Fielding & Rowe LLP. Mr. Pryce is the associate attorney assisting Ms. Fielding in the representation of Dr. Elliston. F. Other Related Parties Searched

1. Wentworth & Gage LLP — A limited liability partnership with offices at 125 High Street, Suite 2800, Boston, Massachusetts 02110. Wentworth & Gage serves as AHT's regular outside corporate counsel and will provide background documents to the Firm in connection with this engagement, including AHT's equity incentive plan, certificate of incorporation, bylaws, stockholders' agreement, and prior executive employment ag

2. Richard D. Gage — Partner, Wentworth & Gage LLP. Mr. Gage is the lead partner on the Wentworth & Gage team responsible for AHT's corporate legal matters.

3. Broadleaf Compensation Advisors LLC — A limited liability company with offices at 300 Atlantic Avenue, Suite 500, Boston, Massachusetts 02210. Broadleaf serves as an executive compensation consultant to AHT and has been retained by AHT's Board of Directors to advise on the competitiveness and structure of Dr. Elliston's compensation package. The Firm may interact with Broadleaf in the course of this engagement.

4. Diane K. Holbrook — Lead Consultant, Broadleaf Compensation Advisors LLC. Ms. Holbrook is the primary consultant assigned to AHT's engagement with Broadleaf.

5. Hargrove & Sinclair CPAs — A certified public accounting firm with offices at 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109. Hargrove & Sinclair serves as AHT's external tax and accounting advisors. The Firm may consult with Hargrove & Sinclair on tax-related aspects of Dr. Elliston's compensation package, including Section 409A compliance and Section 280G analysis.

6. Malcolm R. Sinclair, CPA — Lead Partner, Hargrove & Sinclair CPAs. Mr. Sinclair is the lead partner on the Hargrove & Sinclair team responsible for AHT's tax matters.

IV. CONFLICT DATABASE SEARCH METHODOLOGY The conflict check was performed on July 11, 2022, using Calderwood & Harkness LLP's firm-wide Conflicts Management System ("CMS"), which is the Firm's integrated database of record for all current clients, former clients, prospective clients, adverse parties, related parties, and other persons and entities associated with matters handled by the Firm across all offices. The fo

V. SEARCH RESULTS The results of the conflict database searches for each party and related person are set forth below. Where a search returned results requiring further analysis, those results are described in detail. Where a search returned no results, that finding is noted accordingly. A. Arbor Health Technologies Inc. A search of the CMS for "Arbor Health Technologies Inc.," "Arbor Health Technologies," "Arbor Hea

I. Hargrove & Sinclair CPAs / Malcolm R. Sinclair A search of the CMS for "Hargrove & Sinclair CPAs," "Hargrove & Sinclair," "Hargrove Sinclair," "H&S," "Malcolm R. Sinclair," and "Malcolm Sinclair" returned no results. No prior engagement with, representation of, or adverse matter involving Hargrove & Sinclair CPAs or Malcolm R. Sinclair was identified. Result: Clear — no conflict. J. Capitol Registered Agents Inc.

VI. ANALYSIS OF POTENTIAL ISSUES Although the conflict database searches returned no disqualifying conflicts, the undersigned has identified the following potential issues that warrant attention in connection with the engagement and should be addressed in the engagement letter and throughout the course of the representation. A. Representation Scope and Role Clarity Calderwood & Harkness will represent AHT (the Compan

VII. CONCLUSION AND RECOMMENDATION All conflict searches have been completed as of July 11, 2022, in accordance with Calderwood & Harkness LLP's Internal Conflict Clearance Policies and Procedures Manual and applicable provisions of the Massachusetts Rules of Professional Conduct. A total of twenty-four (24) entities and individuals were searched through the Firm's Conflicts Management System, as detailed in Section

VIII. APPROVALS Prepared by: ________________________________________ Nadia Petrov Associate, Labor & Employment Practice Group Calderwood & Harkness LLP Date: July 11, 2022 Reviewed and Approved by: ________________________________________ Bernard Crawford Partner, Labor & Employment Practice Group Calderwood & Harkness LLP Date: July 11, 2022 General Counsel's Office Clearance: _____________________________________

IX. ATTACHMENTS The following attachments are referenced in this memorandum and are maintained in the conflict clearance file for Matter Number 1010-00004. They are not reproduced within the body of this memorandum. Attachment A: Printout of Conflict Database Search Results — Complete printout of all CMS search results generated on July 11, 2022, including all entries returned for each search term, match confidence s