Contract analysis

1. Purpose This memorandum documents the change of matter status from "active" to "dormant" for Matter No. 1010-00004, which pertains to the executive employment agreement engagement undertaken by Calderwood & Harkness LLP on behalf of Arbor Health Technologies Inc. ("AHT" or the "Client"). The matter involved the drafting, negotiation, and anticipated execution of a comprehensive executive-suite employment agreement

2. Matter Background 2.1 Client and Engagement Overview The Client in this matter is Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered at 400 Brattle Commerce Park, Suite 1200, Cambridge, Massachusetts 02138. AHT's federal Employer Identification Number is 84-3297461. AHT operates in the healthcare services and software/SaaS industry, offering a cloud-based clinical workflow and revenue cyc

3. Timeline of Key Events The following is a chronological summary of the principal events in the engagement from matter opening through the date of this memorandum:

4. Status of Negotiations at Time of Withdrawal At the time of Dr. Elliston's withdrawal on September 28, 2022, the parties had reached substantial agreement on the vast majority of the terms of the employment package. The third (near-final) drafts transmitted on September 16, 2022 reflected a document set that was, in all material respects, ready for execution pending resolution of a small number of remaining open i

Section 280G Treatment. The Employment Agreement included a "best-net cutback" provision under which any payments or benefits constituting "parachute payments" within the meaning of Section 280G of the Internal Revenue Code would be reduced to the extent necessary so that no portion thereof would be subject to the excise tax imposed by Section 4999, but only if the after-tax benefit to the Executive of receiving the

5. Document Preservation Protocol 5.1 Document Index and Preservation All work product, drafts, correspondence, and internal memoranda generated during the engagement have been indexed and preserved in the Calderwood & Harkness LLP document management system (DMS) under Matter No. 1010-00004. The document index has been reviewed and verified by Devon Archer and Nadia Petrov. All documents are accessible through the D

6. Billing Summary The following is a summary of all fees billed in connection with Matter No. 1010-00004 through the date of dormancy: Total Fees Billed Through Dormancy: $78,340.00 Total Billable Hours: 70.2 hours Fee Estimate Per Engagement Letter: $85,000–$125,000. The matter concluded below the low end of the original fee estimate due to the early termination of negotiations prior to execution of the agreement p

7. Reactivation Considerations and Template Value 7.1 Future C-Suite Hires The engagement generated a substantial body of high-quality, near-final documentation and legal analysis that retains significant value for AHT's future use. Specifically, the third (near-final) drafts of the Executive Employment Agreement and Employee Non-Competition Agreement, together with the equity award agreements, schedules, and exhibit

8. Confirmation of Client Communication Bernard Crawford, Responsible Partner, sent a dormancy confirmation email to Aaron Whitfield, General Counsel of AHT, on October 7, 2022. The email confirmed the following: (a) Matter No. 1010-00004 has been placed in dormant status in the Calderwood & Harkness matter management system, effective October 7, 2022. (b) All drafts, memoranda, correspondence, and work product gener

9. Approval Prepared by: ________________________________________ Devon Archer Lead Associate, Labor & Employment Calderwood & Harkness LLP Date: October 7, 2022 Approved by: ________________________________________ Bernard Crawford Responsible Partner, Labor & Employment Calderwood & Harkness LLP Date: October 7, 2022 Distribution: Bernard Crawford, Renata Vasquez, Nadia Petrov (internal only; privileged and confide