Contract analysis

1. Introduction and Purpose of Engagement This letter confirms the retention of Hargrove Forensic Economics LLC ("Hargrove" or the "Firm") by Calderwood & Harkness LLP ("C&H") on behalf of our client, Arbor Health Technologies Inc. ("AHT"), to serve as AHT's damages and economic expert in connection with anticipated litigation against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer. The terms and con

2. Background of the Dispute To provide you with sufficient context for the engagement, we set forth below a summary of the relevant factual background, subject to the caveat that additional facts and evidence will be provided to you as the matter develops. 2.1 Farris's Employment and Separation Desmond R. Farris served as AHT's Chief Revenue Officer ("CRO") from September 8, 2020 through August 9, 2024. During his t

3. Scope of Expert Engagement 3.1 General Scope Hargrove is retained to analyze and quantify the full range of economic damages sustained by AHT as a result of Farris's breaches of the non-disparagement, confidentiality, non-solicitation of clients, and non-solicitation of employees provisions of the Separation Agreement, as well as related tortious conduct including defamation, business disparagement, and tortious i

4. Materials to Be Provided C&H will provide Hargrove with the following materials in connection with this engagement. The initial tranche of materials will be delivered promptly following execution of this letter, and additional materials will be provided on a rolling basis as they become available or as discovery progresses: (a) A fully executed copy of the Separation Agreement and General Release dated August 9, 2

5. Compensation and Budget Hargrove Forensic Economics LLC will bill for this engagement at the Firm's standard hourly rates, as follows: Invoices shall be submitted monthly on the first business day following each calendar month, with payment due net thirty (30) days from the date of invoice. Each invoice shall include a reasonably detailed description of the services performed, the professional performing the servi

6. Confidentiality Obligations All information, documents, data, materials, analyses, and communications provided to Hargrove by C&H or AHT in connection with this engagement, including information received orally, in writing, or in electronic form, are strictly confidential and proprietary (collectively, "Confidential Materials"). The Confidential Materials include information that is protected by the attorney-clien

7. Independence and Objectivity Hargrove is retained to provide independent, objective, and unbiased economic analysis and expert opinions. While C&H and AHT will provide you with factual background, data, and materials, it is understood that your opinions and conclusions must be reached independently and must be based solely on the evidence, the data, and accepted principles and methodologies of forensic economics.

8. Deliverables and Timeline The anticipated deliverables and timeline for the engagement are as follows: (a) Preliminary Damages Estimate Memorandum: Hargrove shall prepare and deliver a preliminary memorandum setting forth an initial assessment of AHT's damages within twenty-one (21) calendar days of receipt of the initial tranche of materials described in Section 4 above. This preliminary memorandum is intended to

9. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, Hargrove shall be entitled to compensation for all work performed and all expenses incurred through the effective date of termination. Upon termination, Hargrove shall promptly deliver to C&H all work product, whether in draft or final form, completed through the d

10. Conflicts Confirmation We request that you confirm in writing, as part of your execution of this letter, that Hargrove Forensic Economics LLC has conducted a conflict check and has determined that it has no conflicts of interest with respect to any party or entity involved in this matter, including but not limited to: Arbor Health Technologies Inc., Desmond R. Farris, Meridian Healthworks, Inc., Ridgeline Capital

11. Acceptance and Countersignature If the foregoing terms accurately reflect your understanding of the engagement and are acceptable to you, please so indicate by signing and dating this letter in the space provided below and returning an executed copy to my attention. The executed letter will constitute the binding agreement between C&H (on behalf of AHT) and Hargrove Forensic Economics LLC governing this engagemen