Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Arbor Health Technologies Inc. ("AHT" or the "Company") as litigation counsel in the above-referenced matter. We appreciate the confidence that AHT and its leadership have placed in our Firm, and we are committed to providing the highest caliber of legal representation th

2. Scope of Representation Calderwood & Harkness will represent AHT in connection with claims against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer, arising from his breach of the Separation Agreement and General Release between AHT and Farris dated August 9, 2024 (effective August 30, 2024) (the "Separation Agreement"), and related tort claims. The Firm's representation of AHT in this matter will

3. Engagement Team Calderwood & Harkness has assembled a litigation team with deep experience in complex commercial litigation, trade secret disputes, and restrictive covenant enforcement. The following attorneys will serve as the core members of the engagement team for this matter: Responsible Partner: Samuel Eklund. Mr. Eklund will have overall supervisory responsibility for the engagement and will serve as the pri

4. Fees and Billing Rates Calderwood & Harkness's fees for this engagement will be billed on an hourly basis at the following current standard rates for the members of the engagement team: In addition to the attorneys listed above, time expended by paralegals and litigation support staff in connection with this matter will be billed at hourly rates ranging from $275.00 to $425.00 per hour, depending on the experience

5. Expenses and Disbursements In addition to professional fees, AHT will be responsible for the reimbursement of all reasonable out-of-pocket costs and disbursements incurred by Calderwood & Harkness in connection with this engagement. Reimbursable expenses include, but are not limited to, the following categories: (a) Court filing fees, including fees associated with the filing of the Verified Complaint, motions, an

6. Invoicing and Payment Terms Calderwood & Harkness will submit monthly invoices to AHT for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be issued within fifteen (15) business days following the close of each calendar month. All invoices are due and payable within thirty (30) days of receipt (net-30). Payment should be made by wire transfer or check to the

7. Retainer AHT has agreed to provide an advance retainer deposit in the amount of Seventy-Five Thousand Dollars ($75,000.00) (the "Retainer"). The Retainer was received by the Firm on November 18, 2025, and will be deposited in Calderwood & Harkness's client trust account maintained in accordance with the Interest on Lawyers' Trust Accounts ("IOLTA") program of the Commonwealth of Massachusetts, as required by Massa

8. Budget Estimates Based on the Firm's preliminary assessment of the facts and legal issues presented by this matter, and taking into account the information currently available to us, Calderwood & Harkness provides the following budget estimates for the engagement: Phase 1 — Through Preliminary Injunction Hearing: $175,000 to $225,000. This estimate encompasses all work anticipated through the conclusion of proceed

9. Conflict Check Calderwood & Harkness has conducted a comprehensive conflicts check in accordance with the Massachusetts Rules of Professional Conduct, including Rules 1.7, 1.9, and 1.10, with respect to all known parties, witnesses, and affiliated entities identified in connection with this matter. The Firm has confirmed that it does not currently represent, and has not within the past three years represented, Des

10. Client Responsibilities and Cooperation The success of the Firm's representation of AHT depends in significant part on the Company's full and timely cooperation. AHT agrees to cooperate fully with Calderwood & Harkness throughout the course of this engagement, including by providing the Firm with timely access to all documents, electronically stored information, records, witnesses, and other information that may

11. Confidentiality and Privilege All communications between Calderwood & Harkness and AHT in connection with this engagement are protected by the attorney-client privilege and, where applicable, the work product doctrine. These protections are fundamental to the attorney-client relationship and are essential to the Firm's ability to provide effective legal representation. Calderwood & Harkness will maintain the conf

12. Governing Law This engagement letter and the terms and conditions of the Firm's representation of AHT shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, including the Massachusetts Rules of Professional Conduct as adopted by the Supreme Judicial Court. Any dispute arising out of or relating to this engagement letter or the Firm's representation of AHT shall be s

13. Termination Either party may terminate this engagement at any time upon written notice to the other party. A decision to terminate the engagement shall not affect any rights or obligations that have accrued prior to the effective date of termination. In the event that AHT terminates this engagement, AHT shall remain responsible for the payment of all fees and expenses incurred by Calderwood & Harkness through the

14. Limitation of Liability and No Guarantee of Outcome Calderwood & Harkness will exercise its best professional judgment in providing legal services to AHT in connection with this matter. However, the Firm cannot and does not guarantee any particular outcome, whether with respect to the preliminary injunction proceedings, trial, settlement, or any other aspect of the litigation. Litigation is inherently uncertain,

15. Electronic Communications AHT consents to Calderwood & Harkness's use of unencrypted electronic mail (email) for routine communications in connection with this engagement, including the transmission of correspondence, scheduling communications, status updates, and similar non-sensitive materials. AHT acknowledges that unencrypted email carries inherent risks, including the risk of interception by unauthorized thi

16. Agreement and Counterparts We ask that AHT indicate its acceptance of the terms and conditions of this engagement by executing this letter in the space provided below and returning a signed copy to Calderwood & Harkness at the address set forth in the letterhead above, or by electronic transmission to seklund@calderwoodharkness.com. This engagement letter constitutes the entire agreement between Calderwood & Hark