Contract analysis

1. Purpose and Scope of Engagement The Company has retained the Firm to represent AHT in connection with the drafting, negotiation, and finalization of a comprehensive executive employment agreement package for Dr. Marcus J. Elliston (the "Executive"), who is being recruited to serve as Chief Operating Officer of Arbor Health Technologies Inc. In that capacity, Dr. Elliston would report directly to the Company's Chie

2. Engagement Team and Staffing The Firm has assembled a team of experienced attorneys to handle this matter efficiently and effectively. The members of the core engagement team, and their respective roles, are as follows: Bernard Crawford — Partner, Labor & Employment Group. Mr. Crawford will serve as the Responsible Partner for this engagement and will be your primary point of contact for strategic and substantive

3. Client Identification We wish to confirm that the Firm's client in this matter is Arbor Health Technologies Inc., the corporate entity, and not any individual officer, director, employee, or agent of the Company. Without limitation, our client is not any individual board member, including Thomas R. Glenwood (Board Chair), nor any stockholder or investor of the Company, including Ridgeline Capital Partners, LP, Hel

4. Fees and Billing Arrangements The Firm will bill for services rendered in connection with this engagement on an hourly basis at the following current standard rates for each timekeeper assigned to this matter: These hourly rates are subject to periodic adjustment, which typically occurs on an annual basis, effective January 1 of each calendar year. We will notify the Company in advance of any changes to the rates

5. Conflicts of Interest The Firm conducted a conflicts of interest check as of July 11, 2022, in connection with this proposed engagement. The conflicts check covered the following persons and entities, as well as their known affiliates and related parties: Arbor Health Technologies Inc.; Ridgeline Capital Partners, LP; Helix Ventures Fund III, LP; Dr. Marcus J. Elliston; Pinnacle Care Systems, Inc. (Dr. Elliston's

6. Confidentiality and Privilege Communications between the Company and the Firm in connection with this engagement, including oral and written communications, memoranda, draft documents, legal analyses, and related materials, are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. These protections are critical to the Company's ability to obtain

7. Document Retention Upon the conclusion or dormancy of this engagement, the Firm will maintain the matter file — including drafts, correspondence, memoranda, work product, research materials, and related documents — in accordance with the Firm's document retention policy, which currently provides for a minimum retention period of seven (7) years from the date of matter closure or dormancy. After the expiration of t

8. Governing Law This engagement letter, and the relationship between the Company and the Firm, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts-of-law principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Company in connection with this matter shall be subject to the exclusiv

9. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. In the case of termination by the Firm, such termination shall be subject to the Firm's professional obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to protect the Company's interests, to provide reasonable notice, to allow time f

10. Limitation of Scope / No Guarantee of Outcome The Firm's engagement is limited to the specific scope of work described in Section 1 of this letter and does not extend to any other legal matters, whether related or unrelated, unless separately agreed in writing. The Company should not assume that the Firm is monitoring developments in law or regulation outside the scope of this engagement, nor that the Firm is pro

11. Acceptance and Counterparts We ask that the Company indicate its agreement to the terms of this engagement letter by having an authorized representative sign and return the enclosed duplicate original to the Firm at the address set forth above. Alternatively, a signed copy may be returned via electronic mail to Bernard Crawford at bcrawford@calderwoodharkness.com. Upon receipt of the signed letter, we will consid