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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

CALDERWOOD & HARKNESS LLP Office of the General Counsel 125 Broad Street New York, NY 10004

TO: Theodore Langston, Responsible Partner, Capital Markets Vivienne St. Claire, Billing Partner, Capital Markets

CC: Eric Johannsen, Lead Associate, Capital Markets Sylvia Hartwell, Specialist Partner, Tax

FROM: Office of the General Counsel, Calderwood & Harkness LLP

DATE: August 18, 2023

RE: Conflicts Clearance — Proposed Representation of Arbor Health Technologies Inc. in Connection with Initial Public Offering of Common Stock (Proposed Matter No. 1010-00002)

This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the use of the addressees and others within the firm who have a need to know. Unauthorized disclosure, reproduction, or distribution is strictly prohibited. This memorandum should not be produced or disclosed to any party outside of Calderwood & Harkness LLP without prior authorization from the Office of the General Counsel.

1. Purpose and Scope of Conflicts Check

The purpose of this memorandum is to document the results of the firm's conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as issuer's counsel to Arbor Health Technologies Inc. ("AHT" or the "Company") in connection with its proposed initial public offering (the "IPO") of shares of common stock on the New York Stock Exchange (the "NYSE"). The Firm's representation of AHT in this matter would encompass all work customarily performed by issuer's counsel in an underwritten initial public offering, including, without limitation, the preparation and filing of a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the "SEC"), negotiation of the underwriting agreement, due diligence, corporate governance and charter document matters, stock exchange listing applications, and related ancillary workstreams.

The conflicts check was initiated on August 14, 2023, following receipt of the preliminary engagement inquiry from Rachel Moynihan, General Counsel and Corporate Secretary of AHT. Ms. Moynihan contacted Theodore Langston on August 11, 2023, regarding the possibility of engaging the Firm as issuer's counsel. The engagement inquiry was referred to the Office of the General Counsel for conflicts processing on August 14, 2023, and the conflicts check was completed in full on August 18, 2023.

The scope of the conflicts check encompasses all parties anticipated to be involved in the proposed IPO transaction, including the issuer itself, pre-IPO equity investors and their holding vehicles, proposed underwriters and syndicate members, key advisors (legal counsel, auditors, transfer agent, banking relationships, and insurance carriers), and key individuals, including all current directors and executive officers of AHT. The check was designed to identify any actual or potential conflicts of interest, including concurrent client conflicts under Model Rule 1.7, former client conflicts under Model Rule 1.9, and personal interest conflicts under Model Rule 1.8, as well as any positional or business conflicts that, while not necessarily rising to the level of a formal ethical conflict, could create reputational risk or client relationship concerns for the Firm.

The conflicts check was conducted using the following methods:

(a) A comprehensive search of the Firm's electronic conflicts database, which includes records of all current and former client engagements, adverse party designations, related party cross-references, and individual name records, dating back to the Firm's adoption of its current database system in 2003 and supplemented by historical records from prior systems;

(b) Manual review of relevant practice group records maintained by the Capital Markets, Healthcare & Life Sciences, Technology, and Private Equity practice groups;

(c) Direct consultations with partners and senior associates in the Capital Markets, Healthcare & Life Sciences, Private Equity, Tax, and Litigation practice groups, as described in Section 4 of this memorandum; and

(d) A review of lateral hire records for all attorneys proposed to be staffed on the engagement, as described in Section 5 of this memorandum.

Clearance was confirmed by the Firm's Office of the General Counsel on August 18, 2023, as set forth in the conclusion of this memorandum. The results of the search and the basis for the clearance determination are documented in the sections that follow.

2. Parties Searched

The following parties were included in the conflicts check. For each party, the Firm searched all known names, abbreviations, trade names, and related entities, as well as individual names for key personnel. The complete list of search terms used is set forth in Appendix A attached hereto.

2.1 Issuer (Proposed Client)

Arbor Health Technologies Inc. — a Delaware corporation, with its principal executive offices located at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142. AHT is a healthcare services and software-as-a-service ("SaaS") company that develops and markets cloud-based clinical workflow management and patient engagement platforms for healthcare providers. The Company was founded in 2014 and currently employs approximately 1,200 individuals across offices in Cambridge, Massachusetts; Austin, Texas; and San Diego, California. AHT's Federal Employer Identification Number is 47-3891205.

Search terms included: "Arbor Health," "AHT," "Arbor Health Technologies," "Arbor Health Technologies Inc.," "Arbor Health Technologies, Inc.," and all known prior names (none identified). The search also encompassed any known subsidiaries and affiliates of AHT, including Arbor Health Technologies Security Corp. (a Massachusetts subsidiary) and AHT Services LLC (a Delaware subsidiary), as identified in the engagement inquiry materials provided by Ms. Moynihan.

2.2 Pre-IPO Investors

The following pre-IPO investors and their holding vehicles were searched:

Brindoval Trelvon Partners, L.P. — a Delaware limited partnership, with principal offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022. Brindoval Trelvon Partners is a growth-oriented private equity firm focused on technology-enabled services, healthcare, and financial services. Brindoval Summit served as the lead pre-IPO sponsor of AHT, having participated in both the Series B and Series D financing rounds.

Brindoval Trelvon Partners Fund IV, L.P. — a Delaware limited partnership and the actual holding vehicle through which Brindoval Trelvon Partners holds its interest in AHT. As of the most recent capitalization information provided to the Firm, Brindoval Trelvon Partners Fund IV, L.P. holds approximately 28,000,000 shares of AHT common stock (on an as-converted basis), representing approximately 35.0% of the Company's pre-IPO outstanding shares.

Ridgeline Growth Equity, LLC — a Delaware limited liability company, with principal offices at 1 Maritime Plaza, Suite 2200, San Francisco, California 94111. Ridgeline Growth Equity is a growth equity investment firm focused on technology and healthcare technology companies. Ridgeline participated in AHT's Series C financing round.

Ridgeline Growth Equity Fund III, LLC — a Delaware limited liability company and the actual holding vehicle through which Ridgeline Growth Equity holds its interest in AHT. As of the most recent capitalization information provided to the Firm, Ridgeline Growth Equity Fund III, LLC holds approximately 16,000,000 shares of AHT common stock (on an as-converted basis), representing approximately 20.0% of the Company's pre-IPO outstanding shares.

Search terms for the pre-IPO investors included all full and abbreviated entity names, known fund names (Funds I through V for Brindoval Summit; Funds I through IV for Ridgeline), and general partner and management company names where known.

2.3 Proposed Underwriters

The following proposed underwriters and syndicate members were searched:

Whitfield Barrow & Co., LLC — a Delaware limited liability company, with principal offices at 383 Madison Avenue, New York, New York 10179. Whitfield Barrow is a full-service investment bank and proposed lead left bookrunner and representative of the underwriters for the IPO. Whitfield Barrow's FINRA Central Registration Depository (CRD) number is 7924.

Calloway Pierce Securities LLC — a Delaware limited liability company, with principal offices at 200 Park Avenue, 40th Floor, New York, New York 10166. Calloway Pierce is an investment banking firm and proposed joint bookrunner for the IPO.

Velthorn Capital Partners Inc. — a Delaware corporation, with principal offices at 555 California Street, Suite 3000, San Francisco, California 94104. Velthorn Capital is an investment banking firm and proposed joint bookrunner for the IPO.

Pemberton Wallis LLC — a Delaware limited liability company, with principal offices at 100 Federal Street, 28th Floor, Boston, Massachusetts 02110. Pemberton Wallis is an investment banking firm and proposed co-manager for the IPO.

Search terms for the proposed underwriters included all full and abbreviated entity names, known DBA names, and parent and affiliate entity names where applicable.

2.4 Key Individuals — Directors and Executive Officers of AHT

The following directors and executive officers of AHT were searched:

Dr. Nathaniel Rourke — Co-Founder, Chairman of the Board of Directors, and Chief Executive Officer of AHT. Dr. Rourke holds approximately 12,800,000 shares of AHT common stock (on an as-converted basis), representing approximately 16.0% of the Company's pre-IPO outstanding shares.

Margaret "Meg" Tsujimoto — Co-Founder and Chief Technology Officer of AHT. Ms. Tsujimoto holds approximately 9,600,000 shares of AHT common stock (on an as-converted basis), representing approximately 12.0% of the Company's pre-IPO outstanding shares.

David Halderman — Chief Financial Officer of AHT. Mr. Halderman holds approximately 2,400,000 shares of AHT common stock (on an as-converted basis), representing approximately 3.0% of the Company's pre-IPO outstanding shares. Mr. Halderman previously served as Chief Financial Officer of CarePoint Digital Health, Inc., a publicly traded health IT company, from 2016 to 2021.

Rachel Moynihan — General Counsel and Corporate Secretary of AHT. Ms. Moynihan holds approximately 1,200,000 shares of AHT common stock (on an as-converted basis), representing approximately 1.5% of the Company's pre-IPO outstanding shares. Ms. Moynihan was previously a partner in the corporate group at Velmoran & Watkins LLP, a national law firm, from 2013 to 2020.

Dr. Priya Subramanian — Chief Medical Officer of AHT. Dr. Subramanian holds approximately 1,600,000 shares of AHT common stock (on an as-converted basis), representing approximately 2.0% of the Company's pre-IPO outstanding shares.

2.5 Key Individuals — Investor Representatives on AHT Board of Directors

The following investor-designated board members were searched:

Leonard marsh — Managing Partner of Brindoval Trelvon Partners, L.P., and designee of Brindoval Trelvon Partners to the AHT Board of Directors.

Diana Coltrane — Partner of Brindoval Trelvon Partners, L.P., and designee of Brindoval Trelvon Partners to the AHT Board of Directors.

Howard Feng — Managing Director of Ridgeline Growth Equity, LLC, and designee of Ridgeline Growth Equity to the AHT Board of Directors.

2.6 Key Individuals — Independent Directors

The following independent directors of AHT were searched:

Carolyn Whittemore — Independent Director of AHT. Ms. Whittemore is a former senior executive at a major health insurance company and currently serves on the boards of two other privately held companies.

Dr. Samuel Obadina — Independent Director of AHT. Dr. Obadina is a physician-entrepreneur and currently serves as a venture partner at a healthcare-focused venture capital firm.

2.7 Other Anticipated Transaction Parties

The following additional parties anticipated to be involved in the IPO transaction were searched for adverse or material relationships:

Meridian Hale & Quivorn LLP — anticipated counsel to the underwriters, with offices at 51 West 52nd Street, New York, New York 10019.

Kellerman & Associates LLP — independent registered public accounting firm for AHT, with offices at 345 Park Avenue, New York, New York 10154.

Continental Share Services, Inc. — anticipated transfer agent and registrar for the IPO, with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004.

Keypoint National Bank, N.A. — AHT's primary operating bank and administrative agent under AHT's existing revolving credit facility, with principal offices at 200 Public Square, Cleveland, Ohio 44114. C&H understands that the proposed IPO may require an amendment to AHT's existing credit agreement (the "First Amendment"), and the Firm may be asked to represent AHT as borrower in connection with the negotiation and execution of such amendment.

Stonemill Capital Bank — a syndicate member lender under AHT's existing revolving credit facility, with principal offices at 140 Broadway, New York, New York 10005.

Northbridge Specialty Insurance Company — anticipated directors' and officers' liability insurance carrier in connection with the IPO, with principal offices at 100 Constitution Plaza, Hartford, Connecticut 06103.

3. Conflicts Database Search Results

The following section sets forth the results of the Firm's conflicts database search for each of the parties identified in Section 2 above. The search was run against the Firm's electronic conflicts database, which contains records of approximately 187,000 matters and 2.4 million party names. The system-generated search report, including date and time stamp, search parameters, and complete match results, is attached as Appendix B. The analysis and conclusions set forth below reflect both the automated search results and the supplemental manual review and practice group consultations described elsewhere in this memorandum.

3.1 Arbor Health Technologies Inc.

A search of the Firm's conflicts database returned no results for Arbor Health Technologies Inc. or any of the search terms associated with the Company. No prior or current client relationships have been identified involving AHT or any known subsidiaries or affiliates of AHT. No prior engagements, adverse representations, or other matters involving AHT were found. The Firm has not previously represented AHT in any capacity, and no other attorney or professional within the Firm has identified any prior relationship with the Company.

Conclusion: Clear — no conflicts identified.

3.2 Brindoval Trelvon Partners, L.P. / Brindoval Trelvon Partners Fund IV, L.P.

A search of the Firm's conflicts database identified two prior matters involving Brindoval Trelvon Partners entities:

(a) Matter SCM-2019-02847 (Closed): In 2019, C&H represented Vantage Medical Devices, Inc. ("Vantage"), a portfolio company of Brindoval Trelvon Partners Fund II, L.P., in connection with the negotiation of a commercial lease for office and laboratory space in Cambridge, Massachusetts. The representation was limited to the lease negotiation and did not involve any matters adverse to Brindoval Trelvon Partners or any of its affiliated funds. The matter was closed on March 28, 2019, and there are no ongoing obligations or continuing duties arising from the representation. Brindoval Trelvon Partners was not a client in this matter; the client was Vantage. Vantage was subsequently acquired by a third party in 2021, and C&H has no continuing relationship with Vantage.

(b) Matter SCM-2020-03312 (Closed): In 2020, C&H provided limited regulatory advice to Apex Infrastructure Holdings LLC ("Apex"), a co-investor alongside Brindoval Trelvon Partners Fund III, L.P. in a separate infrastructure investment. The representation of Apex was limited in scope and duration (approximately three weeks), and was not adverse to Brindoval Trelvon Partners or any of its affiliated funds. The matter was closed on July 15, 2020, and there are no ongoing obligations or continuing duties arising from the representation. Brindoval Trelvon Partners was not a client in this matter.

No current matters were identified in which C&H represents any party adverse to Brindoval Trelvon Partners, L.P., Brindoval Trelvon Partners Fund IV, L.P., or any other Brindoval Trelvon Partners entity or fund. The Firm has not previously represented Brindoval Trelvon Partners or any of its funds as a client.

Conclusion: Clear — no conflicts identified. The two prior closed matters described above do not create a conflict of interest under Model Rules 1.7 or 1.9, and no waiver or consent is required.

3.3 Ridgeline Growth Equity, LLC / Ridgeline Growth Equity Fund III, LLC

A search of the Firm's conflicts database returned no results for Ridgeline Growth Equity, LLC, Ridgeline Growth Equity Fund III, LLC, or any of the search terms associated with Ridgeline Growth Equity or its affiliated entities. No prior or current client relationships have been identified, and no adverse representations have been identified.

Conclusion: Clear — no conflicts identified.

3.4 Whitfield Barrow & Co., LLC

A search of the Firm's conflicts database identified multiple prior and ongoing matters in which C&H has worked alongside or opposite Whitfield Barrow & Co., LLC in underwritten securities offerings and mergers and acquisitions transactions. This is a common and expected result given the active capital markets practices of both the Firm and Whitfield Barrow. The Firm regularly represents issuers in transactions in which Whitfield Barrow serves as an underwriter, and in other transactions Whitfield Barrow may serve as a financial advisor to a party on the opposite side of a negotiation from the Firm's client. These interactions are customary in the capital markets practice and do not give rise to conflicts of interest.

The search did not identify any matters in which C&H currently represents any party in litigation or adversarial proceedings against Whitfield Barrow. The search also did not identify any matters in which Whitfield Barrow is a current client of C&H.

In the proposed IPO, Whitfield Barrow is the proposed lead left bookrunner and representative of the underwriters. While the issuer and the underwriters will negotiate the terms of the underwriting agreement at arm's length, the relationship between issuer's counsel and the underwriters in an IPO is a collaborative, transaction-oriented relationship, not an adversarial one. C&H's representation of AHT as issuer's counsel is a customary engagement structure in IPOs and does not create a conflict of interest with respect to Whitfield Barrow.

Conclusion: Clear — no conflicts identified.

3.5 Calloway Pierce Securities LLC

A search of the Firm's conflicts database returned no results that would create a conflict of interest with respect to the proposed engagement. No prior or current client relationships with Calloway Pierce Securities LLC were identified that would be material to this analysis. The Firm has not represented Calloway Pierce as a client in any capacity.

Conclusion: Clear — no conflicts identified.

3.6 Velthorn Capital Partners Inc.

A search of the Firm's conflicts database identified one prior matter involving Velthorn Capital Partners Inc.:

(a) Matter SCM-2021-03975 (Closed): In 2021, C&H represented Velthorn Capital Partners Inc. as placement agent counsel in connection with a Regulation D private placement of securities for an emerging growth technology company. The engagement was a standard placement agent counsel engagement and was concluded upon the closing of the private placement on November 12, 2021. There are no ongoing obligations, continuing duties, or confidential information from that engagement that would be material to the proposed IPO engagement.

The proposed IPO engagement would not be adverse to Velthorn Capital. In the proposed IPO, Velthorn Capital is a proposed joint bookrunner, meaning it will be on the same side of the transaction as C&H's proposed client, AHT, in the sense that both the issuer and the underwriters share the common objective of a successful offering. The Firm will not be taking any position adverse to Velthorn Capital in the IPO engagement. The prior representation of Velthorn Capital as a client in the 2021 private placement does not create a conflict under Model Rule 1.9, because the proposed IPO representation of AHT is not "the same or a substantially related matter" as the 2021 Velthorn Capital engagement, and the representation of AHT would not be materially adverse to Velthorn Capital.

Conclusion: Clear — no conflicts identified. The prior representation of Velthorn Capital in Matter SCM-2021-03975 is noted for the file as an informational disclosure. No waiver or consent is required.

3.7 Pemberton Wallis LLC

A search of the Firm's conflicts database returned no results for Pemberton Wallis LLC. No prior or current client relationships have been identified, and no adverse representations have been identified.

Conclusion: Clear — no conflicts identified.

3.8 Key Individuals

The following results were obtained from the conflicts database search for the key individuals identified in Sections 2.4, 2.5, and 2.6 above:

Dr. Nathaniel Rourke (Co-Founder, Chairman & CEO, AHT): No prior client relationships or adverse matters identified. The Firm has not previously represented Dr. Rourke in any personal or professional capacity.

Margaret "Meg" Tsujimoto (Co-Founder & CTO, AHT): No prior client relationships or adverse matters identified. The Firm has not previously represented Ms. Tsujimoto in any personal or professional capacity.

David Halderman (CFO, AHT): No prior client relationships or adverse matters identified. The conflicts database was additionally searched for CarePoint Digital Health, Inc., the publicly traded health IT company at which Mr. Halderman previously served as Chief Financial Officer from 2016 to 2021. The search returned no results indicating any current or prior C&H representation of or adversity to CarePoint Digital Health, Inc. that would be material to this engagement. No conflicts were found.

Rachel Moynihan (General Counsel & Corporate Secretary, AHT): No prior client relationships or adverse matters identified. Ms. Moynihan was previously a partner in the corporate group at Velmoran & Watkins LLP, a national law firm, from 2013 to 2020. The conflicts database was searched for any adverse matters involving Ms. Moynihan individually and for any matters involving Velmoran & Watkins LLP in relation to this engagement; no conflicts were found. Ms. Moynihan's prior affiliation with Velmoran & Watkins does not create any conflict with respect to the proposed engagement, as the Firm is not representing any party adverse to Velmoran & Watkins in connection with this matter.

Dr. Priya Subramanian (CMO, AHT): No prior client relationships or adverse matters identified.

Leonard marsh (Managing Partner, Brindoval Trelvon Partners; AHT Board Designee): No matters adverse to Mr. Marsh individually were identified. The prior matters involving Brindoval Trelvon Partners entities are addressed in Section 3.2 above and do not create a conflict.

Diana Coltrane (Partner, Brindoval Trelvon Partners; AHT Board Designee): No prior client relationships or adverse matters identified.

Howard Feng (Managing Director, Ridgeline Growth Equity; AHT Board Designee): No prior client relationships or adverse matters identified.

Carolyn Whittemore (Independent Director, AHT): No prior client relationships or adverse matters identified.

Dr. Samuel Obadina (Independent Director, AHT): No prior client relationships or adverse matters identified.

Conclusion for all key individuals: Clear — no conflicts identified.

3.9 Other Transaction Parties

The following results were obtained from the conflicts database search for the other anticipated transaction parties identified in Section 2.7 above:

Meridian Hale & Quivorn LLP (Anticipated Underwriters' Counsel): C&H and Meridian Hale & Quivorn LLP regularly appear on opposite sides of underwriting transactions — C&H as issuer's counsel and Meridian Hale as underwriters' counsel, or vice versa. This is entirely customary in the capital markets practice and does not create a conflict of interest. The relationship between issuer's counsel and underwriters' counsel in an IPO is a collaborative, working relationship, not an adversarial one, even where the two firms represent different principals in the transaction. No adversarial litigation matters between C&H and Meridian Hale or between any C&H client and Meridian Hale were identified that would be material to this engagement.

Conclusion: Clear — no conflicts identified.

Kellerman & Associates LLP (Independent Registered Public Accounting Firm): No conflicts identified. C&H has worked alongside Kellerman & Associates on numerous SEC registration matters and public company reporting engagements. The Firm's interactions with Kellerman are customary auditor-counsel interactions in the context of securities offerings and do not give rise to any conflict.

Conclusion: Clear — no conflicts identified.

Continental Share Services, Inc. (Anticipated Transfer Agent and Registrar): No conflicts identified. The Firm has had customary interactions with Continental Share Services in prior transactions but has no client relationship, adverse relationship, or other material connection that would affect this engagement.

Conclusion: Clear — no conflicts identified.

Keypoint National Bank, N.A. (Primary Operating Bank and Credit Facility Agent): The search identified several matters in which C&H has represented borrowers in syndicated credit facility transactions where Keypoint National Bank, N.A. served as administrative agent or as a lender in the syndicate. Specifically, the Firm identified four closed matters and one currently active matter in which Keypoint National serves as agent or lender to an C&H borrower-client:

(i) The four closed matters involved borrower representations in syndicated term loan and revolving credit facilities for clients in the industrials, technology, and consumer products sectors. None of these matters involved AHT or any party related to the proposed IPO. All four matters are fully concluded with no ongoing obligations.

(ii) The one currently active matter involves the Firm's representation of a borrower in an unrelated syndicated credit facility in which Keypoint National serves as administrative agent. That matter involves a client in the manufacturing sector and is entirely unrelated to AHT, the healthcare technology sector, or the proposed IPO transaction.

None of the identified matters are currently adverse to Keypoint National Bank in a manner that would implicate Model Rule 1.7. The proposed IPO engagement does not involve representation adverse to Keypoint National. While C&H may be asked to represent AHT as borrower in connection with the negotiation of the First Amendment to AHT's existing revolving credit agreement — which would involve commercial negotiations with Keypoint National as administrative agent — such negotiations are a routine commercial banking matter, not adversarial litigation, and are distinguishable from the type of adversity that would give rise to a concurrent client conflict. The Firm does not represent Keypoint National as a client in any matter.

Conclusion: Clear — no conflicts requiring waiver. The existing matters involving Keypoint National Bank as agent or lender to other C&H clients do not create a conflict with the proposed representation of AHT.

Stonemill Capital Bank (Credit Facility Syndicate Member): No conflicts identified. The Firm has no current or prior client relationship with Stonemill Capital Bank, and no adverse representations involving Stonemill Capital Bank were identified.

Conclusion: Clear — no conflicts identified.

Northbridge Specialty Insurance Company (Anticipated D&O Insurance Carrier): No conflicts identified. The Firm has no current or prior client relationship with Northbridge Specialty Insurance Company, and no adverse representations involving Northbridge Specialty Insurance Company were identified.

Conclusion: Clear — no conflicts identified.

4. Practice Group Consultation

In addition to the automated conflicts database search, the Office of the General Counsel conducted consultations with the following practice groups to identify any relationships, representations, or matters that might not be captured in the conflicts database or that might raise positional, business, or reputational concerns:

Capital Markets Group (Theodore Langston, Vivienne St. Claire): Mr. Langston and Ms. St. Claire confirmed that they are not aware of any relationships, engagements, or other circumstances that would impede the Firm's acceptance of the proposed engagement. They further confirmed that the Firm does not currently represent any competing healthcare SaaS issuer in an active IPO process or in any engagement that could be perceived as creating a positional conflict with the representation of AHT. The Capital Markets Group has no current engagements for any of the pre-IPO investors or underwriters identified in this memorandum that would conflict with the issuer-side representation.

Healthcare & Life Sciences Group: The Healthcare & Life Sciences Group confirmed that the Firm does not currently represent any direct competitor of AHT in any matter that could create a positional or business conflict. The group identified several clients in the broader healthcare technology sector but confirmed that none of those clients are direct competitors of AHT in the clinical workflow management or patient engagement SaaS markets. No concerns were raised.

Private Equity Group: The Private Equity Group confirmed that the Firm does not currently have any active representations of Brindoval Trelvon Partners, L.P., Ridgeline Growth Equity, LLC, or any of their respective affiliated funds or portfolio companies that would conflict with the issuer-side representation of AHT. The group noted that it has general familiarity with both firms from the private equity community but has no client relationships that would be implicated by this engagement.

Tax Group (Sylvia Hartwell): Ms. Hartwell confirmed that she has reviewed the list of parties to be searched and is not aware of any conflicts arising from tax advisory relationships with any of the searched parties. The Tax Group has not provided tax advice to any of the pre-IPO investors, underwriters, or other transaction parties in a manner that would create a conflict with the proposed engagement. Ms. Hartwell further confirmed that her anticipated role as specialist tax partner on the proposed engagement (addressing tax-related disclosure matters in the registration statement and corporate reorganization tax analysis) does not raise any conflict concerns.

Litigation Group: The Litigation Group confirmed that the Firm has no pending or threatened litigation matters involving AHT, any of its directors or officers, any of the pre-IPO investors, or any of their respective affiliated entities. The group further confirmed that it is not handling any qui tam, securities fraud, intellectual property, employment, or regulatory enforcement matters involving any of the searched parties that could be implicated by the proposed engagement.

All practice group consultations were completed between August 15, 2023 and August 17, 2023. No practice group raised any concern that would preclude or complicate the Firm's acceptance of the proposed engagement.

5. Ethical Screens and Lateral Hire Review

As part of the conflicts clearance process, the Office of the General Counsel reviewed the lateral hire records for all attorneys proposed to be staffed on the AHT engagement. The proposed engagement team consists of the following attorneys:

• Theodore Langston, Responsible Partner, Capital Markets (lateral to C&H from Gibson & Patterson LLP in 2017)

• Vivienne St. Claire, Billing Partner, Capital Markets (joined C&H as an associate in 2011; promoted to partner in 2019)

• Eric Johannsen, Lead Associate, Capital Markets (joined C&H as an associate in 2020)

• Claire Dempsey, Working Associate, Capital Markets (lateral to C&H from McAllister & Pratt LLP in 2022)

• Sylvia Hartwell, Specialist Partner, Tax (lateral to C&H from Dewey & Hartwell LLP in 2015)

For each lateral hire on the proposed engagement team, the Office of the General Counsel reviewed the individual's lateral intake screening memorandum, including the list of prior firm clients, matters handled, and any identified conflicts or screening requirements. The review confirmed that:

(a) No team member has a prior firm conflict that would preclude participation in the AHT engagement. Specifically, no team member previously represented any party that would be adverse to AHT in connection with the proposed IPO, and no team member possesses confidential information from a prior firm engagement that would be material to the proposed representation.

(b) No team member has a personal interest, financial interest, or other disqualifying relationship with any of the searched parties, including AHT, the pre-IPO investors, the proposed underwriters, or any of the key individuals.

(c) No team member is subject to any existing ethical screen or information barrier that would restrict their participation in the proposed engagement.

Based on this review, no ethical screens or information barriers are required for the AHT engagement. All proposed team members are cleared to participate.

6. Conclusion and Clearance

Based on the comprehensive conflicts check described in this memorandum — including the electronic conflicts database search, supplemental manual review of practice group records, direct consultations with five practice groups, and lateral hire review — the Office of the General Counsel has determined that no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the engagement to represent Arbor Health Technologies Inc. as issuer's counsel in connection with its proposed initial public offering of common stock.

The following informational items are noted for the file but do not constitute conflicts or require any waiver or consent:

(a) Two prior closed matters involving portfolio companies or co-investors of Brindoval Trelvon Partners entities, as described in Section 3.2 above;

(b) One prior closed matter in which C&H represented Velthorn Capital Partners Inc. as placement agent counsel, as described in Section 3.6 above; and

(c) Multiple prior and ongoing matters in which C&H has appeared alongside or opposite Whitfield Barrow & Co., LLC, Meridian Hale & Quivorn LLP, and Keypoint National Bank, N.A. in customary capital markets and commercial banking transactions, as described in Sections 3.4, 3.9 above.

The Firm's Office of the General Counsel confirms clearance as of August 18, 2023.

This memorandum should be retained in the matter file for proposed Matter No. 1010-00002 and updated if additional parties or individuals are identified during the course of the engagement. In particular, supplemental conflicts checks should be conducted if any of the following occur: (i) additional underwriters or co-managers are added to the syndicate; (ii) AHT's board of directors or executive officer roster changes; (iii) new pre-IPO investors or selling stockholders are identified; (iv) new advisors, agents, or counterparties are engaged in connection with the IPO; or (v) any other material change in circumstances occurs that could affect the conflicts analysis.

7. Action Items

The following action items are identified in connection with the clearance of this engagement:

1. Engagement Letter Execution. Theodore Langston should proceed with the preparation and execution of the engagement letter with AHT. The engagement letter should be addressed to Rachel Moynihan, General Counsel and Corporate Secretary, Arbor Health Technologies Inc., at the Company's principal executive offices at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142. The engagement letter should reference proposed Matter No. 1010-00002 and should include the Firm's standard terms and conditions for capital markets engagements, including scope of representation, fee arrangements, and advance waiver provisions.

2. Supplemental Conflicts Searches. If any additional underwriters, co-managers, or other transaction participants are added to the underwriting syndicate or otherwise become involved in the IPO, supplemental conflicts searches should be run promptly and the results appended to this memorandum. The engagement team should notify the Office of the General Counsel immediately upon learning of any new transaction parties.

3. Board and Management Changes. Any changes to the board of directors composition or executive officer roster of AHT should trigger an updated conflicts search. The engagement team should monitor for such changes throughout the course of the engagement and promptly notify the Office of the General Counsel.

4. Matter Opening. Upon execution of the engagement letter, the engagement team should submit the matter opening form to the Firm's administrative systems for assignment of the formal matter number, client code, and billing arrangements.

5. Ongoing Monitoring. The conflicts analysis set forth in this memorandum is based on the facts and circumstances known as of August 18, 2023. The engagement team should remain alert to any developments that could affect the conflicts analysis and should promptly consult with the Office of the General Counsel if any potential conflict concern arises during the course of the engagement.

8. Appendices

The following appendices are attached to and form a part of this memorandum:

Appendix A — Complete List of Search Terms Used

The following search terms were used in the Firm's conflicts database search conducted on August 14–18, 2023. The search was run using both exact-match and fuzzy-match algorithms to capture variations in spelling, punctuation, and abbreviation.

Issuer:

Pre-IPO Investors:

Proposed Underwriters:

Key Individuals:

Other Transaction Parties:

Appendix B — Conflicts Database Search Report (System-Generated)

The system-generated printout of the automated conflicts database search results is attached separately as a physical printout and has been retained in the hard copy matter file. The printout includes the following information: (i) date and time stamp of each search run (initial search: August 14, 2023 at 09:42 AM EDT; final comprehensive search: August 18, 2023 at 07:15 AM EDT); (ii) search parameters, including all search terms listed in Appendix A; (iii) complete match results, including all potential matches identified by the system's fuzzy-match algorithm; and (iv) disposition notes for each potential match, indicating whether the match was confirmed as relevant or determined to be a false positive. A total of 47 potential matches were identified by the automated search system, of which 9 were confirmed as relevant (discussed in Section 3 of this memorandum) and 38 were determined to be false positives (e.g., partial name matches to unrelated entities or individuals). The search report is 23 pages in length.

Appendix C — List of Proposed Engagement Team Members

The following attorneys are proposed to be staffed on the AHT IPO engagement (proposed Matter No. 1010-00002):

All proposed team members have been cleared by the Office of the General Counsel for participation in this engagement, as described in Section 5 of this memorandum. Additional team members (including associates, counsel, and support staff) may be added as the engagement progresses, subject to supplemental conflicts clearance as required by Firm policy.

Appendix D — Anticipated Transaction Timeline (Summary)

The following is a preliminary summary of the anticipated timeline for the proposed IPO transaction, based on information provided by AHT and the proposed underwriters. This timeline is subject to change based on market conditions, SEC review, and other factors.

This memorandum was prepared by the Office of the General Counsel of Calderwood & Harkness LLP. Questions regarding the conflicts clearance documented herein should be directed to the undersigned.

OFFICE OF THE GENERAL COUNSEL CALDERWOOD & HARKNESS LLP

By: ________

Name: Katherine A. Driscoll

Title: Deputy General Counsel

Date: August 18, 2023

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This document is not to be reproduced or distributed outside of Calderwood & Harkness LLP without the prior written authorization of the Office of the General Counsel. © 2023 Calderwood & Harkness LLP. All rights reserved.

Search Term	Category
Arbor Health Technologies Inc.	Full legal name
Arbor Health Technologies, Inc.	Full legal name (variant punctuation)
Arbor Health Technologies	Short name
Arbor Health	Abbreviated name
AHT	Abbreviation
Arbor Health Technologies Security Corp.	Subsidiary
AHT Services LLC	Subsidiary
47-3891205	Federal EIN
Search Term	Category
Brindoval Trelvon Partners, L.P.	Full legal name
Brindoval Trelvon Partners	Short name
CSP	Abbreviation
Brindoval Trelvon Partners Fund IV, L.P.	Holding vehicle
Brindoval Trelvon Partners Fund I–V	Fund series
Brindoval Trelvon Partners Management LLC	Management company
Ridgeline Growth Equity, LLC	Full legal name
Ridgeline Growth Equity	Short name
Ridgeline Growth	Abbreviated name
Ridgeline Growth Equity Fund III, LLC	Holding vehicle
Ridgeline Growth Equity Fund I–IV	Fund series
Search Term	Category
Whitfield Barrow & Co., LLC	Full legal name
Whitfield Barrow	Short name
WB&Co	Abbreviation

7924	FINRA CRD
Calloway Pierce Securities LLC	Full legal name
Calloway Pierce	Short name
Velthorn Capital Partners Inc.	Full legal name
Velthorn Capital Partners	Short name
Velthorn Capital	Abbreviated name
Pemberton Wallis LLC	Full legal name
Pemberton Wallis	Short name
Search Term	Category
Nathaniel Rourke	Individual name
Dr. Nathaniel Rourke	Individual name (with title)
Margaret Tsujimoto	Individual name
Meg Tsujimoto	Known alias
David Halderman	Individual name
Rachel Moynihan	Individual name
Priya Subramanian	Individual name
Dr. Priya Subramanian	Individual name (with title)
Leonard marsh	Individual name
Diana Coltrane	Individual name
Howard Feng	Individual name
Carolyn Whittemore	Individual name
Samuel Obadina	Individual name
Dr. Samuel Obadina	Individual name (with title)
CarePoint Digital Health, Inc.	Prior employer (Halderman)
Velmoran & Watkins LLP	Prior employer (Moynihan)

Search Term	Category
Meridian Hale & Quivorn LLP	Full legal name
Meridian Hale	Short name
Kellerman & Associates LLP	Full legal name
Kellerman & Associates	Short name
Continental Share Services, Inc.	Full legal name
Continental Share Services	Short name
Keypoint National Bank, N.A.	Full legal name
Keypoint National Bank	Short name
Keypoint National	Abbreviated name
Stonemill Capital Bank	Full legal name
Stonemill Capital	Abbreviated name
Northbridge Specialty Insurance Company	Full legal name
Northbridge Specialty Insurance	Short name
Northbridge Specialty	Abbreviated name
Name	Role	Practice Group	Hourly Rate
Theodore Langston	Responsible Partner	Capital Markets	$1,850/hr
Vivienne St. Claire	Billing Partner	Capital Markets	$1,750/hr
Eric Johannsen	Lead Associate	Capital Markets	$975/hr
Claire Dempsey	Working Associate	Capital Markets	$825/hr
Sylvia Hartwell	Specialist Partner	Tax	$1,650/hr
Milestone	Target Date
Engagement opening (execution of engagement letter)	August 21, 2023
Commencement of due diligence	Week of August 28, 2023
Organizational meeting (all-hands)	September 15, 2023

Initial drafting session (registration statement)	Week of September 25, 2023
Confidential submission of draft registration statement (Form S-1) to SEC	Q4 2023 (targeting late October / early November 2023)
SEC comment letter (estimated)	30 days post-submission (estimated)
Amendment and response to SEC comments	Q4 2023 / Q1 2024
Public filing of registration statement	Q1 2024
Marketing period (road show)	Approximately 2 weeks pre-pricing
Pricing	Q1 2024 (target)
Closing	T+3 following pricing
Proposed stock exchange listing	New York Stock Exchange
Proposed ticker symbol	ARHT

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
INTERNAL MEMORANDUM
CALDERWOOD & HARKNESS LLP Office of the General Counsel 125 Broad Street New York, NY 10004
TO: Theodore Langston, Responsible Partner, Capital Markets Vivienne St. Claire, Billing Partner, Capital Markets
CC: Eric Johannsen, Lead Associate, Capital Markets Sylvia Hartwell, Specialist Partner, Tax
FROM: Office of the General Counsel, Calderwood & Harkness LLP
DATE: August 18, 2023
RE: Conflicts Clearance — Proposed Representation of Arbor Health Technologies Inc. in Connection with Initial Public Offering of Common Stock (Proposed Matter No. 1010-00002)
This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the use of the addressees and others within the firm who have a need to know. Unauthorized disclosure, reproduction, or distribution is strictly prohibited. This memorandum should not be produced or disclosed to any party outside of Calderwood & Harkness LLP without prior authorization from the Office of the General Counsel.
1. Purpose and Scope of Conflicts Check
The purpose of this memorandum is to document the results of the firm's conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as issuer's counsel to Arbor Health Technologies Inc. ("AHT" or the "Company") in connection with its proposed initial public offering (the "IPO") of shares of common stock on the New York Stock Exchange (the "NYSE"). The Firm's representation of AHT in this matter would encompass all work customarily performed by issuer's counsel in an underwritten initial public offering, including, without limitation, the preparation and filing of a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the "SEC"), negotiation of the underwriting agreement, due diligence, corporate governance and charter document matters, stock exchange listing applications, and related ancillary workstreams.
The conflicts check was initiated on August 14, 2023, following receipt of the preliminary engagement inquiry from Rachel Moynihan, General Counsel and Corporate Secretary of AHT. Ms. Moynihan contacted Theodore Langston on August 11, 2023, regarding the possibility of engaging the Firm as issuer's counsel. The engagement inquiry was referred to the Office of the General Counsel for conflicts processing on August 14, 2023, and the conflicts check was completed in full on August 18, 2023.
The scope of the conflicts check encompasses all parties anticipated to be involved in the proposed IPO transaction, including the issuer itself, pre-IPO equity investors and their holding vehicles, proposed underwriters and syndicate members, key advisors (legal counsel, auditors, transfer agent, banking relationships, and insurance carriers), and key individuals, including all current directors and executive officers of AHT. The check was designed to identify any actual or potential conflicts of interest, including concurrent client conflicts under Model Rule 1.7, former client conflicts under Model Rule 1.9, and personal interest conflicts under Model Rule 1.8, as well as any positional or business conflicts that, while not necessarily rising to the level of a formal ethical conflict, could create reputational risk or client relationship concerns for the Firm.
The conflicts check was conducted using the following methods:
(a) A comprehensive search of the Firm's electronic conflicts database, which includes records of all current and former client engagements, adverse party designations, related party cross-references, and individual name records, dating back to the Firm's adoption of its current database system in 2003 and supplemented by historical records from prior systems;
(b) Manual review of relevant practice group records maintained by the Capital Markets, Healthcare & Life Sciences, Technology, and Private Equity practice groups;
(c) Direct consultations with partners and senior associates in the Capital Markets, Healthcare & Life Sciences, Private Equity, Tax, and Litigation practice groups, as described in Section 4 of this memorandum; and
(d) A review of lateral hire records for all attorneys proposed to be staffed on the engagement, as described in Section 5 of this memorandum.
Clearance was confirmed by the Firm's Office of the General Counsel on August 18, 2023, as set forth in the conclusion of this memorandum. The results of the search and the basis for the clearance determination are documented in the sections that follow.
2. Parties Searched
The following parties were included in the conflicts check. For each party, the Firm searched all known names, abbreviations, trade names, and related entities, as well as individual names for key personnel. The complete list of search terms used is set forth in Appendix A attached hereto.
2.1 Issuer (Proposed Client)
Arbor Health Technologies Inc. — a Delaware corporation, with its principal executive offices located at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142. AHT is a healthcare services and software-as-a-service ("SaaS") company that develops and markets cloud-based clinical workflow management and patient engagement platforms for healthcare providers. The Company was founded in 2014 and currently employs approximately 1,200 individuals across offices in Cambridge, Massachusetts; Austin, Texas; and San Diego, California. AHT's Federal Employer Identification Number is 47-3891205.
Search terms included: "Arbor Health," "AHT," "Arbor Health Technologies," "Arbor Health Technologies Inc.," "Arbor Health Technologies, Inc.," and all known prior names (none identified). The search also encompassed any known subsidiaries and affiliates of AHT, including Arbor Health Technologies Security Corp. (a Massachusetts subsidiary) and AHT Services LLC (a Delaware subsidiary), as identified in the engagement inquiry materials provided by Ms. Moynihan.
2.2 Pre-IPO Investors
The following pre-IPO investors and their holding vehicles were searched:
Brindoval Trelvon Partners, L.P. — a Delaware limited partnership, with principal offices at 600 Lexington Avenue, 38th Floor, New York, New York 10022. Brindoval Trelvon Partners is a growth-oriented private equity firm focused on technology-enabled services, healthcare, and financial services. Brindoval Summit served as the lead pre-IPO sponsor of AHT, having participated in both the Series B and Series D financing rounds.
Brindoval Trelvon Partners Fund IV, L.P. — a Delaware limited partnership and the actual holding vehicle through which Brindoval Trelvon Partners holds its interest in AHT. As of the most recent capitalization information provided to the Firm, Brindoval Trelvon Partners Fund IV, L.P. holds approximately 28,000,000 shares of AHT common stock (on an as-converted basis), representing approximately 35.0% of the Company's pre-IPO outstanding shares.
Ridgeline Growth Equity, LLC — a Delaware limited liability company, with principal offices at 1 Maritime Plaza, Suite 2200, San Francisco, California 94111. Ridgeline Growth Equity is a growth equity investment firm focused on technology and healthcare technology companies. Ridgeline participated in AHT's Series C financing round.
Ridgeline Growth Equity Fund III, LLC — a Delaware limited liability company and the actual holding vehicle through which Ridgeline Growth Equity holds its interest in AHT. As of the most recent capitalization information provided to the Firm, Ridgeline Growth Equity Fund III, LLC holds approximately 16,000,000 shares of AHT common stock (on an as-converted basis), representing approximately 20.0% of the Company's pre-IPO outstanding shares.
Search terms for the pre-IPO investors included all full and abbreviated entity names, known fund names (Funds I through V for Brindoval Summit; Funds I through IV for Ridgeline), and general partner and management company names where known.
2.3 Proposed Underwriters
The following proposed underwriters and syndicate members were searched:
Whitfield Barrow & Co., LLC — a Delaware limited liability company, with principal offices at 383 Madison Avenue, New York, New York 10179. Whitfield Barrow is a full-service investment bank and proposed lead left bookrunner and representative of the underwriters for the IPO. Whitfield Barrow's FINRA Central Registration Depository (CRD) number is 7924.
Calloway Pierce Securities LLC — a Delaware limited liability company, with principal offices at 200 Park Avenue, 40th Floor, New York, New York 10166. Calloway Pierce is an investment banking firm and proposed joint bookrunner for the IPO.
Velthorn Capital Partners Inc. — a Delaware corporation, with principal offices at 555 California Street, Suite 3000, San Francisco, California 94104. Velthorn Capital is an investment banking firm and proposed joint bookrunner for the IPO.
Pemberton Wallis LLC — a Delaware limited liability company, with principal offices at 100 Federal Street, 28th Floor, Boston, Massachusetts 02110. Pemberton Wallis is an investment banking firm and proposed co-manager for the IPO.
Search terms for the proposed underwriters included all full and abbreviated entity names, known DBA names, and parent and affiliate entity names where applicable.
2.4 Key Individuals — Directors and Executive Officers of AHT
The following directors and executive officers of AHT were searched:
Dr. Nathaniel Rourke — Co-Founder, Chairman of the Board of Directors, and Chief Executive Officer of AHT. Dr. Rourke holds approximately 12,800,000 shares of AHT common stock (on an as-converted basis), representing approximately 16.0% of the Company's pre-IPO outstanding shares.
Margaret "Meg" Tsujimoto — Co-Founder and Chief Technology Officer of AHT. Ms. Tsujimoto holds approximately 9,600,000 shares of AHT common stock (on an as-converted basis), representing approximately 12.0% of the Company's pre-IPO outstanding shares.
David Halderman — Chief Financial Officer of AHT. Mr. Halderman holds approximately 2,400,000 shares of AHT common stock (on an as-converted basis), representing approximately 3.0% of the Company's pre-IPO outstanding shares. Mr. Halderman previously served as Chief Financial Officer of CarePoint Digital Health, Inc., a publicly traded health IT company, from 2016 to 2021.
Rachel Moynihan — General Counsel and Corporate Secretary of AHT. Ms. Moynihan holds approximately 1,200,000 shares of AHT common stock (on an as-converted basis), representing approximately 1.5% of the Company's pre-IPO outstanding shares. Ms. Moynihan was previously a partner in the corporate group at Velmoran & Watkins LLP, a national law firm, from 2013 to 2020.
Dr. Priya Subramanian — Chief Medical Officer of AHT. Dr. Subramanian holds approximately 1,600,000 shares of AHT common stock (on an as-converted basis), representing approximately 2.0% of the Company's pre-IPO outstanding shares.
2.5 Key Individuals — Investor Representatives on AHT Board of Directors
The following investor-designated board members were searched:
Leonard marsh — Managing Partner of Brindoval Trelvon Partners, L.P., and designee of Brindoval Trelvon Partners to the AHT Board of Directors.
Diana Coltrane — Partner of Brindoval Trelvon Partners, L.P., and designee of Brindoval Trelvon Partners to the AHT Board of Directors.
Howard Feng — Managing Director of Ridgeline Growth Equity, LLC, and designee of Ridgeline Growth Equity to the AHT Board of Directors.
2.6 Key Individuals — Independent Directors
The following independent directors of AHT were searched:
Carolyn Whittemore — Independent Director of AHT. Ms. Whittemore is a former senior executive at a major health insurance company and currently serves on the boards of two other privately held companies.
Dr. Samuel Obadina — Independent Director of AHT. Dr. Obadina is a physician-entrepreneur and currently serves as a venture partner at a healthcare-focused venture capital firm.
2.7 Other Anticipated Transaction Parties
The following additional parties anticipated to be involved in the IPO transaction were searched for adverse or material relationships:
Meridian Hale & Quivorn LLP — anticipated counsel to the underwriters, with offices at 51 West 52nd Street, New York, New York 10019.
Kellerman & Associates LLP — independent registered public accounting firm for AHT, with offices at 345 Park Avenue, New York, New York 10154.
Continental Share Services, Inc. — anticipated transfer agent and registrar for the IPO, with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004.
Keypoint National Bank, N.A. — AHT's primary operating bank and administrative agent under AHT's existing revolving credit facility, with principal offices at 200 Public Square, Cleveland, Ohio 44114. C&H understands that the proposed IPO may require an amendment to AHT's existing credit agreement (the "First Amendment"), and the Firm may be asked to represent AHT as borrower in connection with the negotiation and execution of such amendment.
Stonemill Capital Bank — a syndicate member lender under AHT's existing revolving credit facility, with principal offices at 140 Broadway, New York, New York 10005.
Northbridge Specialty Insurance Company — anticipated directors' and officers' liability insurance carrier in connection with the IPO, with principal offices at 100 Constitution Plaza, Hartford, Connecticut 06103.
3. Conflicts Database Search Results
The following section sets forth the results of the Firm's conflicts database search for each of the parties identified in Section 2 above. The search was run against the Firm's electronic conflicts database, which contains records of approximately 187,000 matters and 2.4 million party names. The system-generated search report, including date and time stamp, search parameters, and complete match results, is attached as Appendix B. The analysis and conclusions set forth below reflect both the automated search results and the supplemental manual review and practice group consultations described elsewhere in this memorandum.
3.1 Arbor Health Technologies Inc.
A search of the Firm's conflicts database returned no results for Arbor Health Technologies Inc. or any of the search terms associated with the Company. No prior or current client relationships have been identified involving AHT or any known subsidiaries or affiliates of AHT. No prior engagements, adverse representations, or other matters involving AHT were found. The Firm has not previously represented AHT in any capacity, and no other attorney or professional within the Firm has identified any prior relationship with the Company.
Conclusion: Clear — no conflicts identified.
3.2 Brindoval Trelvon Partners, L.P. / Brindoval Trelvon Partners Fund IV, L.P.
A search of the Firm's conflicts database identified two prior matters involving Brindoval Trelvon Partners entities:
(a) Matter SCM-2019-02847 (Closed): In 2019, C&H represented Vantage Medical Devices, Inc. ("Vantage"), a portfolio company of Brindoval Trelvon Partners Fund II, L.P., in connection with the negotiation of a commercial lease for office and laboratory space in Cambridge, Massachusetts. The representation was limited to the lease negotiation and did not involve any matters adverse to Brindoval Trelvon Partners or any of its affiliated funds. The matter was closed on March 28, 2019, and there are no ongoing obligations or continuing duties arising from the representation. Brindoval Trelvon Partners was not a client in this matter; the client was Vantage. Vantage was subsequently acquired by a third party in 2021, and C&H has no continuing relationship with Vantage.
(b) Matter SCM-2020-03312 (Closed): In 2020, C&H provided limited regulatory advice to Apex Infrastructure Holdings LLC ("Apex"), a co-investor alongside Brindoval Trelvon Partners Fund III, L.P. in a separate infrastructure investment. The representation of Apex was limited in scope and duration (approximately three weeks), and was not adverse to Brindoval Trelvon Partners or any of its affiliated funds. The matter was closed on July 15, 2020, and there are no ongoing obligations or continuing duties arising from the representation. Brindoval Trelvon Partners was not a client in this matter.
No current matters were identified in which C&H represents any party adverse to Brindoval Trelvon Partners, L.P., Brindoval Trelvon Partners Fund IV, L.P., or any other Brindoval Trelvon Partners entity or fund. The Firm has not previously represented Brindoval Trelvon Partners or any of its funds as a client.
Conclusion: Clear — no conflicts identified. The two prior closed matters described above do not create a conflict of interest under Model Rules 1.7 or 1.9, and no waiver or consent is required.
3.3 Ridgeline Growth Equity, LLC / Ridgeline Growth Equity Fund III, LLC
A search of the Firm's conflicts database returned no results for Ridgeline Growth Equity, LLC, Ridgeline Growth Equity Fund III, LLC, or any of the search terms associated with Ridgeline Growth Equity or its affiliated entities. No prior or current client relationships have been identified, and no adverse representations have been identified.
Conclusion: Clear — no conflicts identified.
3.4 Whitfield Barrow & Co., LLC
A search of the Firm's conflicts database identified multiple prior and ongoing matters in which C&H has worked alongside or opposite Whitfield Barrow & Co., LLC in underwritten securities offerings and mergers and acquisitions transactions. This is a common and expected result given the active capital markets practices of both the Firm and Whitfield Barrow. The Firm regularly represents issuers in transactions in which Whitfield Barrow serves as an underwriter, and in other transactions Whitfield Barrow may serve as a financial advisor to a party on the opposite side of a negotiation from the Firm's client. These interactions are customary in the capital markets practice and do not give rise to conflicts of interest.
The search did not identify any matters in which C&H currently represents any party in litigation or adversarial proceedings against Whitfield Barrow. The search also did not identify any matters in which Whitfield Barrow is a current client of C&H.
In the proposed IPO, Whitfield Barrow is the proposed lead left bookrunner and representative of the underwriters. While the issuer and the underwriters will negotiate the terms of the underwriting agreement at arm's length, the relationship between issuer's counsel and the underwriters in an IPO is a collaborative, transaction-oriented relationship, not an adversarial one. C&H's representation of AHT as issuer's counsel is a customary engagement structure in IPOs and does not create a conflict of interest with respect to Whitfield Barrow.
Conclusion: Clear — no conflicts identified.
3.5 Calloway Pierce Securities LLC
A search of the Firm's conflicts database returned no results that would create a conflict of interest with respect to the proposed engagement. No prior or current client relationships with Calloway Pierce Securities LLC were identified that would be material to this analysis. The Firm has not represented Calloway Pierce as a client in any capacity.
Conclusion: Clear — no conflicts identified.
3.6 Velthorn Capital Partners Inc.
A search of the Firm's conflicts database identified one prior matter involving Velthorn Capital Partners Inc.:
(a) Matter SCM-2021-03975 (Closed): In 2021, C&H represented Velthorn Capital Partners Inc. as placement agent counsel in connection with a Regulation D private placement of securities for an emerging growth technology company. The engagement was a standard placement agent counsel engagement and was concluded upon the closing of the private placement on November 12, 2021. There are no ongoing obligations, continuing duties, or confidential information from that engagement that would be material to the proposed IPO engagement.
The proposed IPO engagement would not be adverse to Velthorn Capital. In the proposed IPO, Velthorn Capital is a proposed joint bookrunner, meaning it will be on the same side of the transaction as C&H's proposed client, AHT, in the sense that both the issuer and the underwriters share the common objective of a successful offering. The Firm will not be taking any position adverse to Velthorn Capital in the IPO engagement. The prior representation of Velthorn Capital as a client in the 2021 private placement does not create a conflict under Model Rule 1.9, because the proposed IPO representation of AHT is not "the same or a substantially related matter" as the 2021 Velthorn Capital engagement, and the representation of AHT would not be materially adverse to Velthorn Capital.
Conclusion: Clear — no conflicts identified. The prior representation of Velthorn Capital in Matter SCM-2021-03975 is noted for the file as an informational disclosure. No waiver or consent is required.
3.7 Pemberton Wallis LLC
A search of the Firm's conflicts database returned no results for Pemberton Wallis LLC. No prior or current client relationships have been identified, and no adverse representations have been identified.
Conclusion: Clear — no conflicts identified.
3.8 Key Individuals
The following results were obtained from the conflicts database search for the key individuals identified in Sections 2.4, 2.5, and 2.6 above:
Dr. Nathaniel Rourke (Co-Founder, Chairman & CEO, AHT): No prior client relationships or adverse matters identified. The Firm has not previously represented Dr. Rourke in any personal or professional capacity.
Margaret "Meg" Tsujimoto (Co-Founder & CTO, AHT): No prior client relationships or adverse matters identified. The Firm has not previously represented Ms. Tsujimoto in any personal or professional capacity.
David Halderman (CFO, AHT): No prior client relationships or adverse matters identified. The conflicts database was additionally searched for CarePoint Digital Health, Inc., the publicly traded health IT company at which Mr. Halderman previously served as Chief Financial Officer from 2016 to 2021. The search returned no results indicating any current or prior C&H representation of or adversity to CarePoint Digital Health, Inc. that would be material to this engagement. No conflicts were found.
Rachel Moynihan (General Counsel & Corporate Secretary, AHT): No prior client relationships or adverse matters identified. Ms. Moynihan was previously a partner in the corporate group at Velmoran & Watkins LLP, a national law firm, from 2013 to 2020. The conflicts database was searched for any adverse matters involving Ms. Moynihan individually and for any matters involving Velmoran & Watkins LLP in relation to this engagement; no conflicts were found. Ms. Moynihan's prior affiliation with Velmoran & Watkins does not create any conflict with respect to the proposed engagement, as the Firm is not representing any party adverse to Velmoran & Watkins in connection with this matter.
Dr. Priya Subramanian (CMO, AHT): No prior client relationships or adverse matters identified.
Leonard marsh (Managing Partner, Brindoval Trelvon Partners; AHT Board Designee): No matters adverse to Mr. Marsh individually were identified. The prior matters involving Brindoval Trelvon Partners entities are addressed in Section 3.2 above and do not create a conflict.
Diana Coltrane (Partner, Brindoval Trelvon Partners; AHT Board Designee): No prior client relationships or adverse matters identified.
Howard Feng (Managing Director, Ridgeline Growth Equity; AHT Board Designee): No prior client relationships or adverse matters identified.
Carolyn Whittemore (Independent Director, AHT): No prior client relationships or adverse matters identified.
Dr. Samuel Obadina (Independent Director, AHT): No prior client relationships or adverse matters identified.
Conclusion for all key individuals: Clear — no conflicts identified.
3.9 Other Transaction Parties
The following results were obtained from the conflicts database search for the other anticipated transaction parties identified in Section 2.7 above:
Meridian Hale & Quivorn LLP (Anticipated Underwriters' Counsel): C&H and Meridian Hale & Quivorn LLP regularly appear on opposite sides of underwriting transactions — C&H as issuer's counsel and Meridian Hale as underwriters' counsel, or vice versa. This is entirely customary in the capital markets practice and does not create a conflict of interest. The relationship between issuer's counsel and underwriters' counsel in an IPO is a collaborative, working relationship, not an adversarial one, even where the two firms represent different principals in the transaction. No adversarial litigation matters between C&H and Meridian Hale or between any C&H client and Meridian Hale were identified that would be material to this engagement.
Conclusion: Clear — no conflicts identified.
Kellerman & Associates LLP (Independent Registered Public Accounting Firm): No conflicts identified. C&H has worked alongside Kellerman & Associates on numerous SEC registration matters and public company reporting engagements. The Firm's interactions with Kellerman are customary auditor-counsel interactions in the context of securities offerings and do not give rise to any conflict.
Conclusion: Clear — no conflicts identified.
Continental Share Services, Inc. (Anticipated Transfer Agent and Registrar): No conflicts identified. The Firm has had customary interactions with Continental Share Services in prior transactions but has no client relationship, adverse relationship, or other material connection that would affect this engagement.
Conclusion: Clear — no conflicts identified.
Keypoint National Bank, N.A. (Primary Operating Bank and Credit Facility Agent): The search identified several matters in which C&H has represented borrowers in syndicated credit facility transactions where Keypoint National Bank, N.A. served as administrative agent or as a lender in the syndicate. Specifically, the Firm identified four closed matters and one currently active matter in which Keypoint National serves as agent or lender to an C&H borrower-client:
(i) The four closed matters involved borrower representations in syndicated term loan and revolving credit facilities for clients in the industrials, technology, and consumer products sectors. None of these matters involved AHT or any party related to the proposed IPO. All four matters are fully concluded with no ongoing obligations.
(ii) The one currently active matter involves the Firm's representation of a borrower in an unrelated syndicated credit facility in which Keypoint National serves as administrative agent. That matter involves a client in the manufacturing sector and is entirely unrelated to AHT, the healthcare technology sector, or the proposed IPO transaction.
None of the identified matters are currently adverse to Keypoint National Bank in a manner that would implicate Model Rule 1.7. The proposed IPO engagement does not involve representation adverse to Keypoint National. While C&H may be asked to represent AHT as borrower in connection with the negotiation of the First Amendment to AHT's existing revolving credit agreement — which would involve commercial negotiations with Keypoint National as administrative agent — such negotiations are a routine commercial banking matter, not adversarial litigation, and are distinguishable from the type of adversity that would give rise to a concurrent client conflict. The Firm does not represent Keypoint National as a client in any matter.
Conclusion: Clear — no conflicts requiring waiver. The existing matters involving Keypoint National Bank as agent or lender to other C&H clients do not create a conflict with the proposed representation of AHT.
Stonemill Capital Bank (Credit Facility Syndicate Member): No conflicts identified. The Firm has no current or prior client relationship with Stonemill Capital Bank, and no adverse representations involving Stonemill Capital Bank were identified.
Conclusion: Clear — no conflicts identified.
Northbridge Specialty Insurance Company (Anticipated D&O Insurance Carrier): No conflicts identified. The Firm has no current or prior client relationship with Northbridge Specialty Insurance Company, and no adverse representations involving Northbridge Specialty Insurance Company were identified.
Conclusion: Clear — no conflicts identified.
4. Practice Group Consultation
In addition to the automated conflicts database search, the Office of the General Counsel conducted consultations with the following practice groups to identify any relationships, representations, or matters that might not be captured in the conflicts database or that might raise positional, business, or reputational concerns:
Capital Markets Group (Theodore Langston, Vivienne St. Claire): Mr. Langston and Ms. St. Claire confirmed that they are not aware of any relationships, engagements, or other circumstances that would impede the Firm's acceptance of the proposed engagement. They further confirmed that the Firm does not currently represent any competing healthcare SaaS issuer in an active IPO process or in any engagement that could be perceived as creating a positional conflict with the representation of AHT. The Capital Markets Group has no current engagements for any of the pre-IPO investors or underwriters identified in this memorandum that would conflict with the issuer-side representation.
Healthcare & Life Sciences Group: The Healthcare & Life Sciences Group confirmed that the Firm does not currently represent any direct competitor of AHT in any matter that could create a positional or business conflict. The group identified several clients in the broader healthcare technology sector but confirmed that none of those clients are direct competitors of AHT in the clinical workflow management or patient engagement SaaS markets. No concerns were raised.
Private Equity Group: The Private Equity Group confirmed that the Firm does not currently have any active representations of Brindoval Trelvon Partners, L.P., Ridgeline Growth Equity, LLC, or any of their respective affiliated funds or portfolio companies that would conflict with the issuer-side representation of AHT. The group noted that it has general familiarity with both firms from the private equity community but has no client relationships that would be implicated by this engagement.
Tax Group (Sylvia Hartwell): Ms. Hartwell confirmed that she has reviewed the list of parties to be searched and is not aware of any conflicts arising from tax advisory relationships with any of the searched parties. The Tax Group has not provided tax advice to any of the pre-IPO investors, underwriters, or other transaction parties in a manner that would create a conflict with the proposed engagement. Ms. Hartwell further confirmed that her anticipated role as specialist tax partner on the proposed engagement (addressing tax-related disclosure matters in the registration statement and corporate reorganization tax analysis) does not raise any conflict concerns.
Litigation Group: The Litigation Group confirmed that the Firm has no pending or threatened litigation matters involving AHT, any of its directors or officers, any of the pre-IPO investors, or any of their respective affiliated entities. The group further confirmed that it is not handling any qui tam, securities fraud, intellectual property, employment, or regulatory enforcement matters involving any of the searched parties that could be implicated by the proposed engagement.
All practice group consultations were completed between August 15, 2023 and August 17, 2023. No practice group raised any concern that would preclude or complicate the Firm's acceptance of the proposed engagement.
5. Ethical Screens and Lateral Hire Review
As part of the conflicts clearance process, the Office of the General Counsel reviewed the lateral hire records for all attorneys proposed to be staffed on the AHT engagement. The proposed engagement team consists of the following attorneys:
•  Theodore Langston, Responsible Partner, Capital Markets (lateral to C&H from Gibson & Patterson LLP in 2017)
•  Vivienne St. Claire, Billing Partner, Capital Markets (joined C&H as an associate in 2011; promoted to partner in 2019)
•  Eric Johannsen, Lead Associate, Capital Markets (joined C&H as an associate in 2020)
•  Claire Dempsey, Working Associate, Capital Markets (lateral to C&H from McAllister & Pratt LLP in 2022)
•  Sylvia Hartwell, Specialist Partner, Tax (lateral to C&H from Dewey & Hartwell LLP in 2015)
For each lateral hire on the proposed engagement team, the Office of the General Counsel reviewed the individual's lateral intake screening memorandum, including the list of prior firm clients, matters handled, and any identified conflicts or screening requirements. The review confirmed that:
(a) No team member has a prior firm conflict that would preclude participation in the AHT engagement. Specifically, no team member previously represented any party that would be adverse to AHT in connection with the proposed IPO, and no team member possesses confidential information from a prior firm engagement that would be material to the proposed representation.
(b) No team member has a personal interest, financial interest, or other disqualifying relationship with any of the searched parties, including AHT, the pre-IPO investors, the proposed underwriters, or any of the key individuals.
(c) No team member is subject to any existing ethical screen or information barrier that would restrict their participation in the proposed engagement.
Based on this review, no ethical screens or information barriers are required for the AHT engagement. All proposed team members are cleared to participate.
6. Conclusion and Clearance
Based on the comprehensive conflicts check described in this memorandum — including the electronic conflicts database search, supplemental manual review of practice group records, direct consultations with five practice groups, and lateral hire review — the Office of the General Counsel has determined that no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the engagement to represent Arbor Health Technologies Inc. as issuer's counsel in connection with its proposed initial public offering of common stock.
The following informational items are noted for the file but do not constitute conflicts or require any waiver or consent:
(a) Two prior closed matters involving portfolio companies or co-investors of Brindoval Trelvon Partners entities, as described in Section 3.2 above;
(b) One prior closed matter in which C&H represented Velthorn Capital Partners Inc. as placement agent counsel, as described in Section 3.6 above; and
(c) Multiple prior and ongoing matters in which C&H has appeared alongside or opposite Whitfield Barrow & Co., LLC, Meridian Hale & Quivorn LLP, and Keypoint National Bank, N.A. in customary capital markets and commercial banking transactions, as described in Sections 3.4, 3.9 above.
The Firm's Office of the General Counsel confirms clearance as of August 18, 2023.
This memorandum should be retained in the matter file for proposed Matter No. 1010-00002 and updated if additional parties or individuals are identified during the course of the engagement. In particular, supplemental conflicts checks should be conducted if any of the following occur: (i) additional underwriters or co-managers are added to the syndicate; (ii) AHT's board of directors or executive officer roster changes; (iii) new pre-IPO investors or selling stockholders are identified; (iv) new advisors, agents, or counterparties are engaged in connection with the IPO; or (v) any other material change in circumstances occurs that could affect the conflicts analysis.
7. Action Items
The following action items are identified in connection with the clearance of this engagement:
1.  Engagement Letter Execution. Theodore Langston should proceed with the preparation and execution of the engagement letter with AHT. The engagement letter should be addressed to Rachel Moynihan, General Counsel and Corporate Secretary, Arbor Health Technologies Inc., at the Company's principal executive offices at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142. The engagement letter should reference proposed Matter No. 1010-00002 and should include the Firm's standard terms and conditions for capital markets engagements, including scope of representation, fee arrangements, and advance waiver provisions.
2.  Supplemental Conflicts Searches. If any additional underwriters, co-managers, or other transaction participants are added to the underwriting syndicate or otherwise become involved in the IPO, supplemental conflicts searches should be run promptly and the results appended to this memorandum. The engagement team should notify the Office of the General Counsel immediately upon learning of any new transaction parties.
3.  Board and Management Changes. Any changes to the board of directors composition or executive officer roster of AHT should trigger an updated conflicts search. The engagement team should monitor for such changes throughout the course of the engagement and promptly notify the Office of the General Counsel.
4.  Matter Opening. Upon execution of the engagement letter, the engagement team should submit the matter opening form to the Firm's administrative systems for assignment of the formal matter number, client code, and billing arrangements.
5.  Ongoing Monitoring. The conflicts analysis set forth in this memorandum is based on the facts and circumstances known as of August 18, 2023. The engagement team should remain alert to any developments that could affect the conflicts analysis and should promptly consult with the Office of the General Counsel if any potential conflict concern arises during the course of the engagement.
8. Appendices
The following appendices are attached to and form a part of this memorandum:
Appendix A — Complete List of Search Terms Used
The following search terms were used in the Firm's conflicts database search conducted on August 14–18, 2023. The search was run using both exact-match and fuzzy-match algorithms to capture variations in spelling, punctuation, and abbreviation.
Issuer:
Pre-IPO Investors:
Proposed Underwriters:
Key Individuals:
Other Transaction Parties:
Appendix B — Conflicts Database Search Report (System-Generated)
The system-generated printout of the automated conflicts database search results is attached separately as a physical printout and has been retained in the hard copy matter file. The printout includes the following information: (i) date and time stamp of each search run (initial search: August 14, 2023 at 09:42 AM EDT; final comprehensive search: August 18, 2023 at 07:15 AM EDT); (ii) search parameters, including all search terms listed in Appendix A; (iii) complete match results, including all potential matches identified by the system's fuzzy-match algorithm; and (iv) disposition notes for each potential match, indicating whether the match was confirmed as relevant or determined to be a false positive. A total of 47 potential matches were identified by the automated search system, of which 9 were confirmed as relevant (discussed in Section 3 of this memorandum) and 38 were determined to be false positives (e.g., partial name matches to unrelated entities or individuals). The search report is 23 pages in length.
Appendix C — List of Proposed Engagement Team Members
The following attorneys are proposed to be staffed on the AHT IPO engagement (proposed Matter No. 1010-00002):
All proposed team members have been cleared by the Office of the General Counsel for participation in this engagement, as described in Section 5 of this memorandum. Additional team members (including associates, counsel, and support staff) may be added as the engagement progresses, subject to supplemental conflicts clearance as required by Firm policy.
Appendix D — Anticipated Transaction Timeline (Summary)
The following is a preliminary summary of the anticipated timeline for the proposed IPO transaction, based on information provided by AHT and the proposed underwriters. This timeline is subject to change based on market conditions, SEC review, and other factors.
This memorandum was prepared by the Office of the General Counsel of Calderwood & Harkness LLP. Questions regarding the conflicts clearance documented herein should be directed to the undersigned.
OFFICE OF THE GENERAL COUNSEL CALDERWOOD & HARKNESS LLP
By: ________
Name: Katherine A. Driscoll
Title: Deputy General Counsel
Date: August 18, 2023
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This document is not to be reproduced or distributed outside of Calderwood & Harkness LLP without the prior written authorization of the Office of the General Counsel. © 2023 Calderwood & Harkness LLP. All rights reserved.
Search Term | Category
Arbor Health Technologies Inc. | Full legal name
Arbor Health Technologies, Inc. | Full legal name (variant punctuation)
Arbor Health Technologies | Short name
Arbor Health | Abbreviated name
AHT | Abbreviation
Arbor Health Technologies Security Corp. | Subsidiary
AHT Services LLC | Subsidiary
47-3891205 | Federal EIN
Search Term | Category
Brindoval Trelvon Partners, L.P. | Full legal name
Brindoval Trelvon Partners | Short name
CSP | Abbreviation
Brindoval Trelvon Partners Fund IV, L.P. | Holding vehicle
Brindoval Trelvon Partners Fund I–V | Fund series
Brindoval Trelvon Partners Management LLC | Management company
Ridgeline Growth Equity, LLC | Full legal name
Ridgeline Growth Equity | Short name
Ridgeline Growth | Abbreviated name
Ridgeline Growth Equity Fund III, LLC | Holding vehicle
Ridgeline Growth Equity Fund I–IV | Fund series
Search Term | Category
Whitfield Barrow & Co., LLC | Full legal name
Whitfield Barrow | Short name
WB&Co | Abbreviation
7924 | FINRA CRD
Calloway Pierce Securities LLC | Full legal name
Calloway Pierce | Short name
Velthorn Capital Partners Inc. | Full legal name
Velthorn Capital Partners | Short name
Velthorn Capital | Abbreviated name
Pemberton Wallis LLC | Full legal name
Pemberton Wallis | Short name
Search Term | Category
Nathaniel Rourke | Individual name
Dr. Nathaniel Rourke | Individual name (with title)
Margaret Tsujimoto | Individual name
Meg Tsujimoto | Known alias
David Halderman | Individual name
Rachel Moynihan | Individual name
Priya Subramanian | Individual name
Dr. Priya Subramanian | Individual name (with title)
Leonard marsh | Individual name
Diana Coltrane | Individual name
Howard Feng | Individual name
Carolyn Whittemore | Individual name
Samuel Obadina | Individual name
Dr. Samuel Obadina | Individual name (with title)
CarePoint Digital Health, Inc. | Prior employer (Halderman)
Velmoran & Watkins LLP | Prior employer (Moynihan)
Search Term | Category
Meridian Hale & Quivorn LLP | Full legal name
Meridian Hale | Short name
Kellerman & Associates LLP | Full legal name
Kellerman & Associates | Short name
Continental Share Services, Inc. | Full legal name
Continental Share Services | Short name
Keypoint National Bank, N.A. | Full legal name
Keypoint National Bank | Short name
Keypoint National | Abbreviated name
Stonemill Capital Bank | Full legal name
Stonemill Capital | Abbreviated name
Northbridge Specialty Insurance Company | Full legal name
Northbridge Specialty Insurance | Short name
Northbridge Specialty | Abbreviated name
Name | Role | Practice Group | Hourly Rate
Theodore Langston | Responsible Partner | Capital Markets | $1,850/hr
Vivienne St. Claire | Billing Partner | Capital Markets | $1,750/hr
Eric Johannsen | Lead Associate | Capital Markets | $975/hr
Claire Dempsey | Working Associate | Capital Markets | $825/hr
Sylvia Hartwell | Specialist Partner | Tax | $1,650/hr
Milestone | Target Date
Engagement opening (execution of engagement letter) | August 21, 2023
Commencement of due diligence | Week of August 28, 2023
Organizational meeting (all-hands) | September 15, 2023
Initial drafting session (registration statement) | Week of September 25, 2023
Confidential submission of draft registration statement (Form S-1) to SEC | Q4 2023 (targeting late October / early November 2023)
SEC comment letter (estimated) | 30 days post-submission (estimated)
Amendment and response to SEC comments | Q4 2023 / Q1 2024
Public filing of registration statement | Q1 2024
Marketing period (road show) | Approximately 2 weeks pre-pricing
Pricing | Q1 2024 (target)
Closing | T+3 following pricing
Proposed stock exchange listing | New York Stock Exchange
Proposed ticker symbol | ARHT

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

OFFICE OF THE GENERAL COUNSEL CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts