CALDERWOOD & HARKNESS LLP One Liberty Plaza, 44th Floor New York, New York 10006

July 8, 2024

Mr. Gerald Fong General Counsel & Corporate Secretary Arbor Health Technologies Inc. 400 Beacon Ridge Parkway, Suite 800 Waltham, MA 02451

Re: Engagement of Calderwood & Harkness LLP — $25,000,000 Bridge Loan Facility

Dear Mr. Fong:

We are pleased to confirm that Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Arbor Health Technologies Inc. ("AHT" or the "Company") to serve as borrower's counsel in connection with the proposed $25,000,000 senior secured bridge loan facility (the "Bridge Facility") to be provided by Pinnacle Trust Bank, N.A. (the "Lender"). The purpose of this letter is to set forth the terms and conditions governing our engagement, including the scope of our representation, our fee arrangements, and other matters pertinent to our attorney-client relationship. We ask that you review this letter carefully, and we encourage you to contact us with any questions you may have. Your countersignature below will confirm the Company's agreement to the terms described herein.

1. Scope of Engagement

The Firm has been retained to represent the Company as borrower's counsel in connection with the negotiation, documentation, and closing of the Bridge Facility. Our engagement will encompass the following:

(a) Loan Document Review and Negotiation. We will review and negotiate, on behalf of the Company, the term sheet, bridge loan agreement, security agreement, guaranty agreement, and all related loan documents to be entered into in connection with the Bridge Facility (collectively, the "Loan Documents"). This will include reviewing drafts circulated by the Lender and its counsel, preparing and communicating the Company's proposed revisions, and engaging in negotiations with the Lender's counsel to reach mutually acceptable terms on all material provisions of the Loan Documents.

(b) Ancillary Closing Deliverables. We will draft and/or review ancillary closing deliverables required in connection with the closing of the Bridge Facility, including, without limitation, officer's certificates, secretary's certificates, perfection certificates, borrowing requests, and such other ancillary documents as may be necessary or customary for a transaction of this nature.

(c) Legal Opinion. We will prepare and deliver, on behalf of the Company, a borrower's counsel legal opinion addressed to the Lender in connection with the closing of the Bridge Facility, covering such matters as are customary for transactions of this type and as may be reasonably requested by the Lender and its counsel.

(d) UCC Filings and Perfection. We will coordinate all Uniform Commercial Code filings and other perfection matters required in connection with the security interests to be granted under the Loan Documents, including the preparation, filing, and confirmation of UCC-1 financing statements in all applicable jurisdictions.

(e) Compliance Advisory. We will advise the Company on compliance with applicable federal and state law, corporate governance requirements, and existing contractual obligations (including obligations under any existing credit agreements, indentures, or material contracts) in connection with the Company's entry into the Bridge Facility.

(f) Closing Process Management. We will prepare a comprehensive closing checklist and manage the closing process, including coordinating with the Lender's counsel, tracking the status of all closing deliverables, and facilitating the timely execution and delivery of all documents required for closing.

Scope Exclusions. The scope of this engagement is limited to the matters described above. Without limiting the generality of the foregoing, our engagement does not include (i) the provision of tax advice of any kind, including advice relating to the tax consequences of the Bridge Facility to the Company or any of its affiliates; (ii) the preparation or review of any regulatory filings, including without limitation filings with the U.S. Securities and Exchange Commission or any state securities regulator, or the provision of advice regarding the Company's SEC reporting obligations; or (iii) the negotiation, documentation, or closing of any permanent post-IPO credit facility that the Company may seek to enter into following the maturity or repayment of the Bridge Facility, which would be addressed under a separate engagement letter. Should the Company require our assistance with any of the foregoing excluded matters or with any other matter not contemplated by this letter, we would be pleased to discuss the terms of a supplemental or separate engagement.

2. Engagement Team

The following attorneys in the Firm's Banking & Finance practice have been assigned to serve as the engagement team for this matter:

Each of the attorneys listed above practices within the Firm's Banking & Finance group and has substantial experience in secured lending transactions of the type contemplated by this engagement. In addition, paralegals, legal assistants, and other support staff may assist the engagement team from time to time as needed. Such support personnel will be billed at hourly rates ranging from $250 to $450 per hour, depending on the level of experience and the nature of the work performed. The Firm reserves the right to adjust its standard hourly rates annually, typically effective January 1 of each calendar year; provided, however, that any rate adjustment will not apply to this engagement unless and until such adjustment has been communicated to the Company in writing.

3. Fee Estimate

Based on our current understanding of the Bridge Facility and the anticipated scope of work, we estimate that total professional fees for this engagement will be in the range of $185,000 to $225,000. This estimate is provided for informational and planning purposes only and does not constitute a cap on fees, a fixed fee arrangement, or a guarantee that our fees will not exceed the upper end of this range. Actual fees will depend on a number of factors, including the complexity of the negotiations with the Lender and its counsel, the nature and extent of any due diligence issues that may arise, the volume and complexity of the documentation required, and the overall pace at which the transaction proceeds. We will endeavor to keep the Company reasonably informed of the status of our fees throughout the engagement. In the event that we anticipate that total professional fees are likely to exceed the estimated range set forth above, we will promptly notify you so that we can discuss the matter and the most efficient path forward.

4. Billing and Payment

The Firm will submit monthly invoices to the Company for professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of services rendered and a description of disbursements, and will be accompanied by such supporting detail as is customary for the Firm's billing practices. Payment of each invoice is due within thirty (30) days of the date of the invoice. In the event that any invoice remains unpaid beyond the thirty-day payment period, the Firm reserves the right to suspend work on the engagement until payment is received, upon reasonable advance notice to the Company.

The Firm may require the Company to provide an advance retainer in the amount of $50,000 prior to the commencement of substantive work on this engagement. Any such retainer will be deposited in the Firm's client trust account and will be applied against the final invoice or invoices rendered in connection with this engagement. To the extent that the retainer exceeds the amount of the final invoice(s), the excess will be promptly refunded to the Company following the conclusion of the engagement.

5. Lender's Counsel Fees

As is customary in transactions of this type, the Company, as borrower, will be responsible for the payment of the legal fees and disbursements of the Lender's outside counsel in connection with the Bridge Facility. The Lender has engaged Whitfield Gage & Associates LLP as its counsel for this transaction. We understand that the fees of Lender's counsel are subject to a fee cap of $125,000, which amount is payable by the Company as borrower. Calderwood & Harkness will coordinate with Whitfield Gage & Associates LLP as appropriate throughout the course of the transaction to facilitate efficient communication and an orderly closing process; however, the Firm is not responsible for, and has no authority or obligation with respect to, the billing arrangements, fee structures, or payment terms between the Lender and its counsel. Any questions or disputes regarding Lender's counsel fees should be directed to Whitfield Gage & Associates LLP or to the Lender, as applicable.

6. Conflicts

The Firm has conducted a conflicts check with respect to this engagement. Based on the results of that check, we confirm that Calderwood & Harkness LLP does not currently represent Pinnacle Trust Bank, N.A. or any of its affiliates in any matter that is adverse to the Company. We note, however, that the Firm is a large, diversified law firm with a broad practice, and that we do currently represent, and expect to continue to represent, other clients in healthcare industry transactions and banking and finance matters generally. By executing this engagement letter, the Company acknowledges and consents to the Firm's continued representation of such other clients in matters that are unrelated to this engagement, provided that the Firm maintains appropriate ethical walls and information barriers in accordance with applicable rules of professional conduct. If at any time during the course of this engagement we become aware of a potential conflict of interest that was not identified in our initial conflicts review, we will promptly notify you and work with you to determine the appropriate course of action.

7. Termination

Either the Firm or the Company may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination, the Company will remain responsible for the payment of all professional fees and disbursements incurred through the effective date of termination. Upon termination, the Firm will take such steps as are reasonably necessary to protect the Company's interests, including cooperating with any successor counsel retained by the Company and, upon request, transferring all relevant files and documents in a timely manner.

We hope this letter accurately reflects our mutual understanding of the terms governing our engagement. If you have any questions or would like to discuss any of the foregoing provisions, please do not hesitate to contact Claudia Merritt or me at your earliest convenience. We look forward to working with you and the AHT team on this important transaction, and we are confident that we can provide the Company with effective and efficient representation throughout the process.

Please confirm your agreement to the terms set forth in this letter by signing and returning the enclosed copy in the space provided below. A countersigned copy may be returned by email to claudia.merritt@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Claudia Merritt

Title: Partner, Banking & Finance

ACKNOWLEDGED AND AGREED:

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Gerald Fong

Title: General Counsel & Corporate Secretary

Date: July 8, 2024

For the avoidance of doubt, the Client, Arbor Health Technologies Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.

Name	Role	Hourly Rate
Claudia Merritt	Responsible Partner	$1,150
Ian Blackwood	Billing Partner	$1,150
Marcus Leung	Lead Associate	$725
Sophie Tremblay	Working Associate	$725

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 44th Floor New York, New York 10006
July 8, 2024
Mr. Gerald Fong General Counsel & Corporate Secretary Arbor Health Technologies Inc. 400 Beacon Ridge Parkway, Suite 800 Waltham, MA 02451
Re: Engagement of Calderwood & Harkness LLP — $25,000,000 Bridge Loan Facility
Dear Mr. Fong:
We are pleased to confirm that Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Arbor Health Technologies Inc. ("AHT" or the "Company") to serve as borrower's counsel in connection with the proposed $25,000,000 senior secured bridge loan facility (the "Bridge Facility") to be provided by Pinnacle Trust Bank, N.A. (the "Lender"). The purpose of this letter is to set forth the terms and conditions governing our engagement, including the scope of our representation, our fee arrangements, and other matters pertinent to our attorney-client relationship. We ask that you review this letter carefully, and we encourage you to contact us with any questions you may have. Your countersignature below will confirm the Company's agreement to the terms described herein.
1. Scope of Engagement
The Firm has been retained to represent the Company as borrower's counsel in connection with the negotiation, documentation, and closing of the Bridge Facility. Our engagement will encompass the following:
(a) Loan Document Review and Negotiation. We will review and negotiate, on behalf of the Company, the term sheet, bridge loan agreement, security agreement, guaranty agreement, and all related loan documents to be entered into in connection with the Bridge Facility (collectively, the "Loan Documents"). This will include reviewing drafts circulated by the Lender and its counsel, preparing and communicating the Company's proposed revisions, and engaging in negotiations with the Lender's counsel to reach mutually acceptable terms on all material provisions of the Loan Documents.
(b) Ancillary Closing Deliverables. We will draft and/or review ancillary closing deliverables required in connection with the closing of the Bridge Facility, including, without limitation, officer's certificates, secretary's certificates, perfection certificates, borrowing requests, and such other ancillary documents as may be necessary or customary for a transaction of this nature.
(c) Legal Opinion. We will prepare and deliver, on behalf of the Company, a borrower's counsel legal opinion addressed to the Lender in connection with the closing of the Bridge Facility, covering such matters as are customary for transactions of this type and as may be reasonably requested by the Lender and its counsel.
(d) UCC Filings and Perfection. We will coordinate all Uniform Commercial Code filings and other perfection matters required in connection with the security interests to be granted under the Loan Documents, including the preparation, filing, and confirmation of UCC-1 financing statements in all applicable jurisdictions.
(e) Compliance Advisory. We will advise the Company on compliance with applicable federal and state law, corporate governance requirements, and existing contractual obligations (including obligations under any existing credit agreements, indentures, or material contracts) in connection with the Company's entry into the Bridge Facility.
(f) Closing Process Management. We will prepare a comprehensive closing checklist and manage the closing process, including coordinating with the Lender's counsel, tracking the status of all closing deliverables, and facilitating the timely execution and delivery of all documents required for closing.
Scope Exclusions. The scope of this engagement is limited to the matters described above. Without limiting the generality of the foregoing, our engagement does not include (i) the provision of tax advice of any kind, including advice relating to the tax consequences of the Bridge Facility to the Company or any of its affiliates; (ii) the preparation or review of any regulatory filings, including without limitation filings with the U.S. Securities and Exchange Commission or any state securities regulator, or the provision of advice regarding the Company's SEC reporting obligations; or (iii) the negotiation, documentation, or closing of any permanent post-IPO credit facility that the Company may seek to enter into following the maturity or repayment of the Bridge Facility, which would be addressed under a separate engagement letter. Should the Company require our assistance with any of the foregoing excluded matters or with any other matter not contemplated by this letter, we would be pleased to discuss the terms of a supplemental or separate engagement.
2. Engagement Team
The following attorneys in the Firm's Banking & Finance practice have been assigned to serve as the engagement team for this matter:
Each of the attorneys listed above practices within the Firm's Banking & Finance group and has substantial experience in secured lending transactions of the type contemplated by this engagement. In addition, paralegals, legal assistants, and other support staff may assist the engagement team from time to time as needed. Such support personnel will be billed at hourly rates ranging from $250 to $450 per hour, depending on the level of experience and the nature of the work performed. The Firm reserves the right to adjust its standard hourly rates annually, typically effective January 1 of each calendar year; provided, however, that any rate adjustment will not apply to this engagement unless and until such adjustment has been communicated to the Company in writing.
3. Fee Estimate
Based on our current understanding of the Bridge Facility and the anticipated scope of work, we estimate that total professional fees for this engagement will be in the range of $185,000 to $225,000. This estimate is provided for informational and planning purposes only and does not constitute a cap on fees, a fixed fee arrangement, or a guarantee that our fees will not exceed the upper end of this range. Actual fees will depend on a number of factors, including the complexity of the negotiations with the Lender and its counsel, the nature and extent of any due diligence issues that may arise, the volume and complexity of the documentation required, and the overall pace at which the transaction proceeds. We will endeavor to keep the Company reasonably informed of the status of our fees throughout the engagement. In the event that we anticipate that total professional fees are likely to exceed the estimated range set forth above, we will promptly notify you so that we can discuss the matter and the most efficient path forward.
4. Billing and Payment
The Firm will submit monthly invoices to the Company for professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of services rendered and a description of disbursements, and will be accompanied by such supporting detail as is customary for the Firm's billing practices. Payment of each invoice is due within thirty (30) days of the date of the invoice. In the event that any invoice remains unpaid beyond the thirty-day payment period, the Firm reserves the right to suspend work on the engagement until payment is received, upon reasonable advance notice to the Company.
The Firm may require the Company to provide an advance retainer in the amount of $50,000 prior to the commencement of substantive work on this engagement. Any such retainer will be deposited in the Firm's client trust account and will be applied against the final invoice or invoices rendered in connection with this engagement. To the extent that the retainer exceeds the amount of the final invoice(s), the excess will be promptly refunded to the Company following the conclusion of the engagement.
5. Lender's Counsel Fees
As is customary in transactions of this type, the Company, as borrower, will be responsible for the payment of the legal fees and disbursements of the Lender's outside counsel in connection with the Bridge Facility. The Lender has engaged Whitfield Gage & Associates LLP as its counsel for this transaction. We understand that the fees of Lender's counsel are subject to a fee cap of $125,000, which amount is payable by the Company as borrower. Calderwood & Harkness will coordinate with Whitfield Gage & Associates LLP as appropriate throughout the course of the transaction to facilitate efficient communication and an orderly closing process; however, the Firm is not responsible for, and has no authority or obligation with respect to, the billing arrangements, fee structures, or payment terms between the Lender and its counsel. Any questions or disputes regarding Lender's counsel fees should be directed to Whitfield Gage & Associates LLP or to the Lender, as applicable.
6. Conflicts
The Firm has conducted a conflicts check with respect to this engagement. Based on the results of that check, we confirm that Calderwood & Harkness LLP does not currently represent Pinnacle Trust Bank, N.A. or any of its affiliates in any matter that is adverse to the Company. We note, however, that the Firm is a large, diversified law firm with a broad practice, and that we do currently represent, and expect to continue to represent, other clients in healthcare industry transactions and banking and finance matters generally. By executing this engagement letter, the Company acknowledges and consents to the Firm's continued representation of such other clients in matters that are unrelated to this engagement, provided that the Firm maintains appropriate ethical walls and information barriers in accordance with applicable rules of professional conduct. If at any time during the course of this engagement we become aware of a potential conflict of interest that was not identified in our initial conflicts review, we will promptly notify you and work with you to determine the appropriate course of action.
7. Termination
Either the Firm or the Company may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event of termination, the Company will remain responsible for the payment of all professional fees and disbursements incurred through the effective date of termination. Upon termination, the Firm will take such steps as are reasonably necessary to protect the Company's interests, including cooperating with any successor counsel retained by the Company and, upon request, transferring all relevant files and documents in a timely manner.
We hope this letter accurately reflects our mutual understanding of the terms governing our engagement. If you have any questions or would like to discuss any of the foregoing provisions, please do not hesitate to contact Claudia Merritt or me at your earliest convenience. We look forward to working with you and the AHT team on this important transaction, and we are confident that we can provide the Company with effective and efficient representation throughout the process.
Please confirm your agreement to the terms set forth in this letter by signing and returning the enclosed copy in the space provided below. A countersigned copy may be returned by email to claudia.merritt@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Claudia Merritt
Title: Partner, Banking & Finance
ACKNOWLEDGED AND AGREED:
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Gerald Fong
Title: General Counsel & Corporate Secretary
Date: July 8, 2024
For the avoidance of doubt, the Client, Arbor Health Technologies Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.
Name | Role | Hourly Rate
Claudia Merritt | Responsible Partner | $1,150
Ian Blackwood | Billing Partner | $1,150
Marcus Leung | Lead Associate | $725
Sophie Tremblay | Working Associate | $725

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 44th Floor New York, New York 10006

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

ARBOR HEALTH TECHNOLOGIES INC.

Record

Parties

Dates

Amounts