Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP is pleased to confirm its engagement to represent Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered in Boston, Massachusetts, as licensee in connection with the negotiation, documentation, and closing of an inbound license to receive and use de-identified healthcare claims data from Pinnacle Claims Analytics LLC ("PCA"), a

2. Scope of Representation The scope of the Firm's engagement encompasses the following matters, each as more fully described below: (a) Negotiation of the Data License Agreement and all ancillary transaction documents with PCA and its counsel, Hargrove, Delacroix & Stein LLP, including participation in drafting sessions, conference calls, and any in-person negotiation meetings as reasonably required to advance the t

3. Staffing The following attorneys will be principally responsible for the engagement: Nathaniel Bower will serve as the responsible partner with overall supervisory responsibility for the engagement. He will oversee all material aspects of the representation, participate in key negotiation sessions, and be available for strategic consultation throughout the course of the matter. Mr. Bower brings extensive experienc

4. Fee Arrangement Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the Firm's standard billing rates. The Firm's current 2024 billing rate ranges, by timekeeper category, are set forth below: The specific billing rates for the primary timekeepers assigned to this matter are as follows: Nathaniel Bower (Partner): $1,400 per hour Colette Whitman (Partner): $1,35

5. Expenses and Disbursements In addition to fees for professional services, the Client will be responsible for reimbursement of out-of-pocket expenses and disbursements reasonably incurred in the course of the engagement. Such expenses and disbursements include, but are not limited to, the following: • Travel expenses, including transportation, lodging, and meals, incurred in connection with in-person meetings, nego

6. Billing and Payment Invoices will be rendered monthly, typically within fifteen (15) days following the end of each calendar month, and will cover professional services rendered and expenses incurred during the preceding month. Payment of each invoice is due within thirty (30) days of the invoice date. Each invoice will include a summary of professional services rendered, organized by timekeeper, showing the date,

7. Conflict of Interest Clearance The Firm has conducted a conflicts check in accordance with the Massachusetts Rules of Professional Conduct, including Rules 1.7 and 1.9 thereof, and has determined that no conflict of interest exists that would preclude the Firm from undertaking this engagement. Specifically, the Firm does not currently represent, and has not within the past twenty-four (24) months represented, Pinn

8. Confidentiality All information provided by the Client to the Firm in connection with this engagement will be treated as confidential and will be subject to the protections of the attorney-client privilege and the work-product doctrine, to the fullest extent permitted by applicable law. The Firm acknowledges the sensitive nature of the information that may be shared in the course of this representation, including

9. Document Retention Upon conclusion of the engagement, whether by completion of the transaction, termination, or otherwise, the Firm will retain client files in accordance with its document-retention policy. Under the Firm's current policy, client files are retained for a period of ten (10) years following the conclusion of the engagement, after which time the files may be destroyed without further notice to the Cl

10. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. The Firm's right to withdraw from the representation is subject to the Firm's obligations under applicable rules of professional conduct, including Massachusetts Rules of Professional Conduct Rule 1.16, which may require, among other things, that the Firm obtain leave of a tribunal if litigatio

11. Governing Law This engagement letter and the relationship between the Firm and the Client 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 Client shall be subject to the exclusive jurisdiction of the courts of th

12. No Guarantee of Outcome While the Firm will use its best professional efforts in representing AHT in connection with this transaction, no assurances or guarantees can be made regarding the outcome of any negotiation, the terms upon which the Data License Agreement may ultimately be executed, or whether the transaction will be consummated at all. The outcome of the negotiation depends on numerous factors, many of

13. Acceptance and Agreement If the terms and conditions set forth in this engagement letter are acceptable to AHT, we ask that you please sign and return a copy of this letter to the undersigned at your earliest convenience. Your signature below will confirm AHT's agreement to the terms and conditions set forth herein and will authorize the Firm to proceed with the engagement. The engagement will be deemed effective