Contract analysis

I. MATTER IDENTIFICATION This memorandum documents the opening of the above-referenced matter in accordance with Calderwood & Harkness LLP's internal new matter intake procedures. The matter was initiated upon receipt of an engagement inquiry from the prospective client's General Counsel on July 8, 2022, followed by a preliminary intake meeting on July 11, 2022. This memorandum is intended to provide all relevant per

II. CLIENT INFORMATION Existing Client Note: Arbor Health Technologies Inc. is an existing client of the firm for purposes of our client records; however, it should be noted that AHT has not previously engaged Calderwood & Harkness LLP for any representation. AHT's regular outside corporate counsel is Wentworth & Gage LLP, where it is represented principally by Richard D. Gage, Partner. This engagement with Calderwoo

III. KEY CLIENT CONTACTS The following individuals have been identified as the principal points of contact for this engagement: Primary Contact — General Counsel Aaron Whitfield, Esq. General Counsel Arbor Health Technologies Inc. 400 Brattle Commerce Park, Suite 1200 Cambridge, MA 02138 Telephone: (617) 555-4420 Email: awhitfield@arborht.com Mr. Whitfield will serve as the primary contact for this engagement and wil

IV. MATTER DESCRIPTION Matter Type: Executive Employment Agreement — Drafting and Negotiation Brief Description: Calderwood & Harkness LLP has been engaged by Arbor Health Technologies Inc. to prepare a comprehensive executive-suite employment agreement package for AHT's incoming Chief Operating Officer, Dr. Marcus J. Elliston. This engagement represents a significant C-suite hiring for AHT, involving the recruitment

V. STAFFING / TIMEKEEPER ASSIGNMENT The following attorneys have been assigned to this matter: A. Core Staffing Bernard Crawford, Partner, Labor & Employment — Mr. Crawford will serve as the Responsible Partner for this engagement and will maintain overall supervisory responsibility for the quality and timeliness of all work product. Mr. Crawford will personally handle key client communications with AHT's General Cou

VI. BILLING INFORMATION Fee Estimate: The fee estimate of $85,000 to $125,000 encompasses the full suite of executive employment documents described in this memorandum, including drafting, internal compliance analysis, negotiation with opposing counsel, and all related advisory work. This estimate was communicated to the client in the engagement letter and is based on the assumption that the negotiation process will

VII. RELATED PARTIES AND INTERESTED ENTITIES The following parties and entities have been identified as related to or interested in this matter, and have been included in the firm's conflict clearance process:

1. Arbor Health Technologies Inc. — Client. Delaware corporation with its principal place of business at 400 Brattle Commerce Park, Suite 1200, Cambridge, MA 02138. AHT operates a cloud-based clinical workflow and revenue cycle management SaaS platform. AHT is the employer and the contracting party under the proposed executive employment agreement. AHT is the entity engaging Calderwood & Harkness LLP.

2. Dr. Marcus J. Elliston — Prospective Chief Operating Officer / Executive. Residence: 87 Laurel Hill Road, Wellesley, MA 02481. Dr. Elliston is currently serving as Senior Vice President of Operations at Pinnacle Care Systems, Inc. in Rockville, Maryland. Dr. Elliston holds an M.D. from Johns Hopkins University School of Medicine and an M.B.A. from the Wharton School at the University of Pennsylvania. He has approx

3. Ridgeline Capital Partners, LP — Private equity sponsor. Ridgeline owns approximately 68% of AHT's equity through its fund vehicle, Ridgeline Capital Partners Fund IV, LP (Fund size: $2.8 billion). Ridgeline is headquartered at 200 Clarendon Street, 42nd Floor, Boston, MA 02116. Managing Partner: Thomas R. Glenwood. Ridgeline acquired AHT in a take-private transaction in December 2019 at an enterprise value of app

4. Helix Ventures Fund III, LP — Minority investor. Helix holds approximately 14% of AHT's equity. Helix has consent rights on certain equity issuances pursuant to the Ridgeline Capital Partners Stockholders' Agreement. It will be necessary to confirm whether the proposed equity grants to Dr. Elliston (1.25% stock options and 0.50% RSUs) trigger Helix's consent rights.

5. Management and Other Holders — Approximately 18% of AHT's fully diluted equity is held by members of AHT's management team and other holders, representing the balance of AHT's capitalization not held by Ridgeline and Helix (100% minus 68% minus 14%).

6. Pinnacle Care Systems, Inc. — Dr. Elliston's current employer. 1500 Research Boulevard, Suite 600, Rockville, MD 20850. Pinnacle Care Systems is a healthcare IT company and competitor of AHT. Dr. Elliston's departure from Pinnacle Care Systems and any existing restrictive covenant obligations owed by Dr. Elliston to Pinnacle Care Systems will need to be reviewed and considered in connection with the drafting and n

7. Fielding & Rowe LLP — Executive's personal counsel. 101 Federal Street, Suite 2600, Boston, MA 02110. Lead Attorney: Catherine A. Fielding, Partner. Associate: Jonathan M. Pryce. Fielding & Rowe LLP represents Dr. Elliston in his personal capacity and will serve as the principal negotiating counterparty on all employment documents.

8. Wentworth & Gage LLP — AHT's regular outside corporate counsel. 125 High Street, Suite 2800, Boston, MA 02110. Lead Partner: Richard D. Gage. Wentworth & Gage LLP will provide background documents to Calderwood & Harkness LLP, including the AHT 2020 Equity Incentive Plan (as amended), prior C-suite employment agreements (CEO and CFO), company governance documents, and the Ridgeline Capital Partners Stockholders' A

9. Broadleaf Compensation Advisors LLC — Executive compensation consultant to the AHT Board compensation committee. 300 Atlantic Avenue, Suite 500, Boston, MA 02210. Lead Consultant: Diane K. Holbrook. Broadleaf prepared a peer benchmarking analysis in June 2022 that informed the AHT Board compensation committee's framework for the COO compensation package. This analysis provides the market data against which the pro

10. Hargrove & Sinclair CPAs — AHT's tax and accounting advisors. 75 Ashbury Asset Advisors, Suite 1400, Boston, MA 02109. Lead Partner: Malcolm R. Sinclair, CPA. Hargrove & Sinclair will be consulted on Section 280G/4999 golden parachute excise tax analysis and Section 409A compliance matters in connection with the structuring of the executive compensation and severance package. Coordination with Gregory Tan (Calder

VIII. CONFLICT CHECK STATUS Parties Searched: The following parties and their known affiliates were searched through the firm's conflict management system (Greaves Services Inc.) and cross-referenced against the firm's client and matter databases: • Arbor Health Technologies Inc. (and known subsidiaries and affiliates) • Ridgeline Capital Partners, LP (and Ridgeline Capital Partners Fund IV, LP, and known affiliates)

IX. SCOPE OF WORK / ANTICIPATED DELIVERABLES The following is an itemized list of the anticipated work product and deliverables for this engagement:

1. Executive Employment Agreement (COO — Dr. Marcus J. Elliston) The principal deliverable is a comprehensive executive employment agreement between Arbor Health Technologies Inc. and Dr. Marcus J. Elliston for the position of Chief Operating Officer. The agreement is expected to address, among other things: employment term and renewal provisions; duties and reporting structure; base salary, annual bonus, and signing

2. Employee Non-Competition Agreement A standalone Employee Non-Competition Agreement compliant in all respects with the Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, § 24L. This agreement will be executed contemporaneously with the employment agreement and will contain all statutorily required provisions, including the garden-leave payment requirement, a maximum duration of twelve (12) months, and a sco

3. Stock Option Award Agreement A Stock Option Award Agreement under the AHT 2020 Equity Incentive Plan (as amended May 2021) granting Dr. Elliston stock options representing 1.25% of AHT's fully diluted equity. The options are expected to vest over a four-year period with a one-year cliff and monthly vesting thereafter, subject to continued employment. The Stock Option Award Agreement will be drafted in coordination

4. Restricted Stock Unit Award Agreement A Restricted Stock Unit Award Agreement under the AHT 2020 Equity Incentive Plan (as amended May 2021) granting Dr. Elliston restricted stock units representing 0.50% of AHT's fully diluted equity. The RSUs are expected to vest over a three-year period with annual vesting, subject to continued employment. The RSU Award Agreement will similarly be drafted in coordination with M

5. Internal Memoranda The following internal memoranda will be prepared for the client's use and for the Calderwood & Harkness engagement team's reference: • Massachusetts Noncompetition Agreement Act Compliance Checklist — a detailed checklist of all procedural and substantive requirements under M.G.L. c. 149, § 24L, confirming that each requirement has been satisfied in the non-competition agreement. • Massachusett

6. Negotiation of All Documents with Executive's Counsel Calderwood & Harkness LLP will lead the negotiation of all employment documents with Fielding & Rowe LLP on behalf of AHT. This is expected to involve multiple rounds of comments, markups, and in-person or virtual negotiation sessions over the course of August and September 2022.

7. Correspondence and Transmittal Letters Preparation of all correspondence and transmittal letters to Fielding & Rowe LLP in connection with the exchange of drafts, comments, and executed documents.

8. Client Advisory Communications Preparation of client advisory communications, including status updates, negotiation strategy memoranda, and issue-specific advisories, directed to Aaron Whitfield (General Counsel) and Lisa Murakami (CHRO) as appropriate.

X. KEY TERMS UNDER NEGOTIATION (SUMMARY) The following is a summary of the key economic and non-economic terms of the proposed COO compensation package as approved by the AHT Board compensation committee for purposes of initial drafting. These terms are subject to negotiation with Fielding & Rowe LLP and may be modified during the course of the engagement: Severance — No Change in Control: In the event of a qualifyin

XI. BACKGROUND / CORPORATE CONTEXT This section provides additional background information regarding Arbor Health Technologies Inc. and the corporate context of this engagement. Company Overview. Arbor Health Technologies Inc. is a Delaware corporation headquartered in Cambridge, Massachusetts. AHT operates a cloud-based clinical workflow and revenue cycle management SaaS platform that is marketed to hospital systems

XII. SPECIAL CONSIDERATIONS / NOTES The following special considerations and notes should be kept in mind by all members of the engagement team:

1. Ridgeline Capital Partners Board Approval. Ridgeline Capital Partners has Board-level approval authority over all C-suite compensation arrangements at AHT. Two Ridgeline designees sit on the AHT Board compensation committee, which is chaired by Thomas R. Glenwood (Ridgeline Managing Partner). Accordingly, the final terms of the COO employment package will require formal approval by the AHT Board compensation commi

2. Helix Ventures Consent Rights. Helix Ventures Fund III, LP has consent rights on certain equity issuances under the Ridgeline Capital Partners Stockholders' Agreement. Sandra Okafor (Corporate/M&A) should review the relevant provisions of the Stockholders' Agreement to determine whether the proposed equity grants to Dr. Elliston — stock options representing 1.25% of fully diluted equity and RSUs representing 0.50%

3. Precedent Agreements. The existing CEO employment agreement (Priya Chandrasekaran) and CFO employment agreement (Derek Solano) will be used as precedent templates for the COO employment agreement. These documents are to be provided to Calderwood & Harkness by Wentworth & Gage LLP at the direction of Aaron Whitfield. The engagement team should carefully review these precedent agreements to ensure consistency in app

4. Massachusetts Noncompetition Agreement Act Compliance. Compliance with the Massachusetts Noncompetition Agreement Act, M.G.L. c. 149, § 24L, is critical to the enforceability of the standalone non-competition agreement. Key requirements include: • The agreement must be in writing and signed by both parties; • The agreement must expressly state that the employee has the right to consult with counsel prior to signin

5. Massachusetts Wage Act Considerations. The Massachusetts Wage Act, M.G.L. c. 149, §§ 148–150, has significant implications for the structuring of the executive compensation package. Key considerations include: • Massachusetts courts have held that certain types of earned compensation, including commissions and certain bonuses, may constitute "wages" within the meaning of the Wage Act and thus may not be subject to

6. Section 409A Compliance. Section 409A of the Internal Revenue Code imposes significant restrictions on the deferral and payment of compensation. The following elements of the COO compensation package require Section 409A analysis: • Stock Options: Must be granted at no less than fair market value on the date of grant to qualify for the stock rights exclusion under Treasury Regulation § 1.409A-1(b)(5). A contempora

7. Section 280G / 4999 Golden Parachute Analysis. The change in control severance package includes significant payments and benefits (24 months base salary, 2× target bonus, 18 months COBRA, 100% accelerated vesting) that may constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code, subjecting Dr. Elliston to the 20% excise tax under Section 4999 and AHT to the loss of th

XIII. ANTICIPATED TIMELINE The following timeline has been established for this engagement, subject to adjustment based on the pace of negotiations and client directives: The target execution date of late September / early October 2022 provides a buffer of approximately four to five weeks prior to Dr. Elliston's proposed start date of November 1, 2022. This buffer is intended to accommodate any final negotiation item

XIV. APPROVALS AND SIGNATURES This New Matter Memorandum has been prepared, reviewed, and approved by the following individuals in accordance with Calderwood & Harkness LLP's new matter intake policies and procedures: Prepared by: NADIA PETROV Associate, Labor & Employment Calderwood & Harkness LLP Signature: ________ Date: July 11, 2022 Reviewed by: DEVON ARCHER Lead Associate, Labor & Employment Calderwood & Harkne