1010-00002 · Client 1010 · Firm Administration

engagement-letter.docx DOCUMENT Capital Markets

42 / 83 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law

125 Broad Street New York, New York 10004

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

August 21, 2023

Via Email (rmoynihan@arborhealth.com) and Sundial Data Systems

Rachel Moynihan General Counsel & Corporate Secretary Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142

Re: Engagement of Calderwood & Harkness LLP — Proposed Initial Public Offering of Common Stock of Arbor Health Technologies Inc.

Dear Ms. Moynihan:

1. Introduction and Purpose

We are pleased to confirm that Arbor Health Technologies Inc. ("AHT" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's counsel in connection with the Company's proposed initial public offering of shares of its common stock, par value $0.001 per share (the "Common Stock"), to be listed on the New York Stock Exchange (the "NYSE") (such offering, the "IPO" or the "Offering"). We are honored by the Company's confidence in the Firm and look forward to a productive working relationship as AHT pursues this important strategic milestone.

The purpose of this letter is to set forth the terms and conditions under which the Firm will provide legal services to the Company in connection with the Offering (the "Engagement"). This letter addresses, among other things, the scope of the Firm's representation, the identity of our client, the fees and billing arrangements applicable to the Engagement, matters relating to conflicts of interest, the treatment of confidential information and attorney-client privilege, and other important terms governing our professional relationship. We encourage you to review this letter carefully and to contact us with any questions you may have before executing the countersignature block set forth below.

When countersigned by a duly authorized representative of the Company and returned to the Firm, this letter shall constitute the binding agreement between the Firm and the Company with respect to the Engagement (this "Engagement Letter"). For purposes of the Firm's internal records and administrative systems, this Engagement was opened effective as of August 21, 2023, and all time expended and disbursements incurred by the Firm on or after such date in connection with the matters described herein shall be billed in accordance with Section 4 of this Engagement Letter.

2. Scope of Engagement

2.1 Primary Scope — IPO Representation

Subject to the limitations set forth in Section 2.2 below, the Firm will provide legal services to the Company in connection with the IPO, including the following:

(a) Registration Statement. Preparation, drafting, review, and filing of a Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), including all amendments and supplements thereto (the "Registration Statement"), with the U.S. Securities and Exchange Commission (the "SEC"). This will include the preparation of all exhibits to the Registration Statement, including material contracts, legal opinions, and consents, as well as coordination of all related disclosure with other transaction participants.

(b) Confidential Submission. To the extent the Company is eligible and elects to do so, confidential submission of a draft Registration Statement to the SEC pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), including coordination of the timing and logistics of such submission with the Company, the underwriters, and the financial printer.

(c) SEC Comment Letters. Preparation of written responses to any and all comment letters issued by the Staff of the SEC's Division of Corporation Finance with respect to the Registration Statement, including coordination with the Company, its independent registered public accounting firm, and the underwriters to ensure that all Staff comments are addressed thoroughly and in a timely manner. This will also include preparation of any supplemental submissions or requests for acceleration of effectiveness.

(d) Final Prospectus. Preparation and filing of the final prospectus (including any pricing supplements or free writing prospectuses) pursuant to Rule 424(b) under the Securities Act, and review of any other communications or materials distributed in connection with the Offering for compliance with the Securities Act and the rules and regulations promulgated thereunder.

(e) Underwriting Agreement and Related Documents. Negotiation, preparation, and review of the underwriting agreement between the Company and the several underwriters named therein (the "Underwriting Agreement"), including all schedules, annexes, and exhibits thereto. This will also include negotiation and preparation of any agreement among underwriters, selected dealers agreement, and any other ancillary agreements required by the underwriting syndicate.

(f) Lock-Up Agreements. Preparation and negotiation of lock-up agreements to be entered into by the Company's directors, executive officers, and significant stockholders in connection with the Offering, including review and negotiation of the form of lock-up letter customarily required by the lead left bookrunner, and advice on the scope and duration of lock-up restrictions.

(g) Corporate Governance Documents. Preparation and review of all corporate governance documents required in connection with the Company's transition to a publicly traded company, including without limitation: (i) the amended and restated certificate of incorporation of the Company (to be filed with the Secretary of State of the State of Delaware prior to or upon the closing of the IPO); (ii) the amended and restated bylaws of the Company; (iii) charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board of Directors; (iv) corporate governance guidelines; and (v) a code of business conduct and ethics applicable to all directors, officers, and employees of the Company, including provisions satisfying the requirements of Section 406 of the Sarbanes-Oxley Act of 2002.

(h) Equity Compensation Plans. Review, preparation, and, as appropriate, negotiation of equity compensation plans to be adopted by the Company in connection with the IPO, including a new equity incentive plan (the "2023 Equity Incentive Plan") and, if the Company elects to adopt one, an employee stock purchase plan compliant with the requirements of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). This will include preparation of plan documents, form award agreements (stock options, restricted stock units, performance-based awards, and similar instruments), registration statements on Form S-8 to be filed promptly following the IPO, and related board and stockholder resolutions.

(i) Closing Deliverables. Preparation and coordination of all closing deliverables required in connection with the consummation of the IPO, including without limitation: (i) the opinion of issuer's counsel as to the validity of the shares of Common Stock being offered (the "Validity Opinion"); (ii) the opinion of issuer's counsel regarding certain tax matters (the "Tax Opinion"); (iii) the negative assurance letter and 10b-5 letter to be delivered to the underwriters; (iv) the opinion of Delaware counsel as to the valid existence and good standing of the Company under the laws of the State of Delaware and the due authorization and valid issuance of the shares of Common Stock; (v) officers' certificates pursuant to the Underwriting Agreement; (vi) the secretary's certificate and incumbency certificate; and (vii) the preparation and maintenance of a comprehensive closing checklist and closing set of documents.

(j) Coordination with Auditors. Coordination with the Company's independent registered public accounting firm (currently Penrose Firth CPAs LLP) regarding comfort letters (including the initial comfort letter and the bring-down comfort letter), financial statement requirements (including periods covered and age of financial statements), and the auditor's consent to be filed as an exhibit to the Registration Statement.

(k) NYSE Listing. Review and coordination regarding the Company's application for listing of the Common Stock on the NYSE, including preparation and filing of the listing application, review of compliance with the applicable listing standards set forth in the NYSE Listed Company Manual, and advice on ongoing listing requirements applicable to the Company following the IPO.

(l) Credit Facility Amendments. Review of amendments to the Company's existing credit facilities that may be necessary or advisable in connection with the IPO, including review of change-of-control, mandatory prepayment, financial covenant, and negative covenant provisions that may be triggered by the Offering or the use of proceeds therefrom. The Firm's role in this regard will be limited to review and advice; negotiation of amendments with lenders or lenders' counsel is not included within the scope of this Engagement unless separately agreed.

(m) D&O Insurance. Review and analysis of the Company's directors' and officers' liability insurance program in the context of IPO readiness, including advice on customary coverage levels, retention amounts, and policy structures for newly public companies, and coordination with the Company's insurance broker as necessary. The Firm does not act as an insurance broker or agent and will not place or bind any insurance policies.

(n) Registration Rights and Stockholder Agreements. Preparation and negotiation of registration rights agreements to be entered into by the Company and its pre-IPO stockholders in connection with or prior to the IPO, including customary demand registration rights, piggyback registration rights, and Form S-3 shelf registration rights. Review and, as applicable, preparation of termination agreements or amendments with respect to existing pre-IPO stockholder agreements, investor rights agreements, voting agreements, and rights of first refusal and co-sale agreements that are to be terminated in connection with the IPO.

(o) Financial Printer and EDGAR. Coordination with the Company's financial printer and EDGAR filing agent (currently Quillon Health IT) regarding the formatting, filing, and distribution of all SEC filings, including the Registration Statement, all amendments and supplements, the final prospectus, and any other required filings.

(p) Tax Analysis. Tax analysis related to the IPO and the Company's transition to a publicly traded company, including without limitation: (i) Section 382 ownership change analysis, including modeling of the impact of the IPO on the Company's ability to utilize existing net operating loss carryforwards and other tax attributes; (ii) equity compensation tax matters, including Section 409A compliance review, Section 162(m) analysis, and Section 280G golden parachute analysis; (iii) state tax nexus considerations and related disclosure; and (iv) analysis of the tax treatment of the anticipated use of proceeds from the IPO.

(q) Coordination with Underwriters' Counsel. General coordination with counsel to the underwriters, currently anticipated to be Meridian Hale & Quivorn LLP, or such other firm as may be engaged by the underwriters (the "Underwriters' Counsel"), regarding all aspects of the Offering, including drafting sessions, due diligence, comment letter responses, and negotiation of transaction documents. For the avoidance of doubt, the Firm represents only the Company and not any underwriter, and coordination with Underwriters' Counsel is undertaken solely in furtherance of the Firm's representation of the Company.

(r) FINRA Matters. Advice on matters relating to the Financial Industry Regulatory Authority ("FINRA"), including review of the filing to be made with the FINRA Corporate Financing Department pursuant to FINRA Rules 5110 and 5121, review of underwriting compensation and arrangements for compliance with applicable FINRA rules, and coordination with FINRA staff as necessary to obtain a no-objections letter.

2.2 Limitations on Scope

The Firm's Engagement is limited to the specific matters described in Section 2.1 above and does not include representation of the Company in connection with any other matter unless separately agreed to in writing by the Firm and the Company. Without limiting the generality of the foregoing, the Company acknowledges and agrees to the following limitations:

(a) The Firm is not engaged to provide, and will not provide, accounting, auditing, financial advisory, valuation, or investment banking services. Any such services required by the Company shall be obtained from appropriately licensed professionals independently engaged by the Company.

(b) The Firm does not serve as, and will not serve as, counsel to any underwriter, any pre-IPO investor (including without limitation Brindoval Trelvon Partners, L.P. or its affiliates, or Ridgeline Growth Equity, LLC or its affiliates), or any other party in the transaction. The Firm's duties and obligations run solely to the Company as its client.

(c) The Firm does not render business advice and does not pass upon the commercial or financial terms of the Offering, including the offering price, the number of shares to be offered, the allocation of shares among underwriters, or the commercial reasonableness of the underwriting discount or commission. Such matters are the responsibility of the Company's management and Board of Directors, in consultation with the Company's financial advisors and investment bankers.

(d) Following the closing of the IPO and the completion of any stabilization or overallotment transactions by the underwriters, the Firm's Engagement as described herein will be deemed concluded, and the Firm will have no continuing obligation to monitor developments in the law, update any legal advice previously rendered, or advise the Company of changes in law or regulation that may affect the Company or the transactions contemplated by the Registration Statement, unless the Company separately engages the Firm to provide ongoing legal services.

2.3 Staffing. The Firm has assigned the following attorneys to serve as the primary staffing team for this Engagement:

(a) Theodore Langston — Responsible Partner, Capital Markets Practice. Mr. Langston will serve as the primary relationship partner for this Engagement and will have overall supervisory responsibility for all aspects of the Firm's legal services. Mr. Langston will be the Company's primary point of contact for substantive legal matters.

(b) Vivienne St. Claire — Billing Partner, Capital Markets Practice. Ms. St. Claire will be responsible for billing administration, including the review and issuance of monthly invoices, and will also perform substantive Capital Markets work on the Engagement. Ms. St. Claire will be the Company's primary point of contact for billing inquiries.

(c) Sylvia Hartwell — Specialist Partner, Tax Practice. Ms. Hartwell will be responsible for all tax-related aspects of the Engagement, including the Section 382 ownership change analysis, equity compensation tax matters, state tax nexus considerations, and analysis of the tax treatment of the use of proceeds from the IPO.

(d) Eric Johannsen — Lead Associate, Capital Markets Practice. Mr. Johannsen will be responsible for the day-to-day management of the drafting, filing, and negotiation process, including coordination of drafting sessions, management of the SEC filing process, and liaison with the financial printer and EDGAR filing agent.

(e) Claire Dempsey — Working Associate, Capital Markets Practice. Ms. Dempsey will support the Engagement in the areas of drafting, due diligence, preparation of closing deliverables, and other matters as directed by the supervising partners and lead associate.

The Firm may, from time to time, assign additional associates, counsel, or specialist attorneys to the Engagement as the needs of the matter require. The Company will be informed promptly of any material changes in staffing, including the addition of any new partners or senior associates to the Engagement team. Professional biographies of the members of the initial Engagement team are enclosed herewith as Schedule B for your reference.

3. Client Identification

The Firm's client in this Engagement is Arbor Health Technologies Inc., the corporation. The Firm does not represent, and will not represent, any individual director, officer, stockholder, employee, affiliate, or subsidiary of the Company in connection with this matter or in any individual capacity. The Company acknowledges that the interests of the Company as a corporate entity may from time to time diverge from the personal interests of its individual stockholders, directors, officers, or other constituents, and the Firm's professional duties and obligations run solely to the Company as an entity.

Without limiting the generality of the foregoing, the Firm specifically confirms that it does not represent, and will not represent, in connection with this Engagement, any of the following parties:

(i) any individual director or officer of the Company, including without limitation Dr. Nathaniel Rourke (Chief Executive Officer), Margaret Tsujimoto (Chief Financial Officer), David Halderman (Chief Operating Officer), Leonard Corbett (Chairman of the Board), or Howard Feng (Director), in their personal capacities;

(ii) Brindoval Trelvon Partners, L.P., Brindoval Trelvon Partners Fund IV, L.P., or any of their respective affiliates, general partners, limited partners, members, managers, officers, directors, employees, or agents;

(iii) Ridgeline Growth Equity, LLC, Ridgeline Growth Equity Fund III, LLC, or any of their respective affiliates, members, managers, officers, directors, employees, or agents; or

(iv) any underwriter, including Whitfield Barrow & Co., LLC, Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., Pemberton Wallis LLC, or any of their respective affiliates, or any other transaction participant.

To the extent that any individual director, officer, stockholder, or other person associated with the Company requires personal legal representation in connection with the Offering or any matter arising therefrom (including, without limitation, in connection with personal tax planning, estate planning, or liability matters), such person should retain independent counsel at such person's own expense.

4. Fees and Billing Arrangements

4.1 Billing Rates

The Firm will bill for its services on an hourly basis. The current standard hourly rates for the attorneys assigned to the initial staffing team are as follows:

If additional attorneys are assigned to the Engagement, their services will be billed at the Firm's then-current standard hourly rates, which will be communicated to the Company at the time of their assignment. The Firm's standard hourly rates are subject to periodic adjustment, which typically becomes effective on January 1 of each calendar year. The Company will be notified in writing in advance of any increase in the hourly rates applicable to attorneys working on this Engagement, and such adjusted rates will apply to services rendered on or after the effective date of the adjustment. Time is recorded in increments of one-tenth of an hour (six minutes).

4.2 Estimated Fees

Based on the Firm's extensive experience with comparable transactions — specifically, initial public offerings of healthcare and technology companies listed on national securities exchanges — the Firm estimates that total legal fees for the Engagement will be in the range of $1,600,000 to $2,000,000, exclusive of disbursements and out-of-pocket expenses described in Section 4.3 below. This estimate is provided solely for the Company's budgeting and planning purposes and does not constitute a cap, fixed fee, guaranteed maximum, or binding commitment by the Firm. The actual amount of fees incurred will depend upon a number of factors that cannot be fully predicted at the outset, including without limitation:

• the overall complexity of the transaction structure and the Company's corporate and capitalization history;

• the extent, nature, and number of rounds of comments received from the Staff of the SEC;

• the scope, duration, and complexity of negotiations with the underwriters and Underwriters' Counsel regarding the Underwriting Agreement and related documentation;

• the extent of due diligence required, including the review of material contracts, intellectual property, regulatory matters, and litigation contingencies;

• the complexity of the Company's equity capitalization, including the conversion or exchange of pre-IPO securities, the treatment of outstanding options and warrants, and related tax analysis;

• the duration and number of drafting sessions, organizational meetings, and management presentation rehearsals; and

• market conditions and developments in applicable law or regulation during the pendency of the Engagement.

The foregoing estimate assumes a customary IPO process, including no more than two rounds of SEC Staff comments on the Registration Statement, a standard two-week investor roadshow, and no material unexpected workstreams. If the scope of the Engagement materially changes, or if significant additional workstreams arise that were not contemplated at the outset — including, by way of example, complex pre-IPO corporate restructuring or reorganization, significant litigation contingencies requiring extensive disclosure analysis and preparation of risk factor disclosure, extended or unusual SEC review (including referral to the SEC's Office of the Chief Accountant or other divisions), or material changes in the transaction structure — the Firm will promptly advise the Company and provide a revised fee estimate for the Company's consideration. In all events, the Firm is committed to staffing the Engagement efficiently and to avoiding unnecessary or duplicative work.

4.3 Disbursements and Expenses

In addition to the legal fees described above, the Company will be responsible for reimbursing the Firm for reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the Engagement. Such expenses and disbursements include, but are not limited to, the following:

(a) Travel expenses, including commercial airfare (coach or business class for flights exceeding four hours), hotel accommodations, ground transportation, and meals incurred by attorneys who are required to travel in connection with organizational meetings, management presentation sessions, due diligence meetings, roadshow preparation, printer sessions, and closing;

(b) Filing fees paid to governmental and regulatory authorities, including SEC registration fees computed pursuant to Section 6(b) of the Securities Act and Rule 457 thereunder, FINRA filing fees, NYSE initial listing fees, and applicable state blue sky filing fees;

(c) Financial printing and EDGAR filing costs, to the extent such costs are invoiced through or advanced by the Firm on behalf of the Company (the Company may also elect to contract directly with the financial printer, in which case such costs will not appear on the Firm's invoices);

(d) Overnight courier, Sundial Data Systems, and other express delivery charges;

(e) Long-distance telephone charges and video conferencing charges, to the extent separately billable and attributable to the Engagement;

(f) Charges for computerized legal research services, including Westmark Data Systems, Sundial Solutions, and Cascade Services Inc., allocated to the Engagement;

(g) Photocopying and document production costs at the Firm's standard internal rates (currently $0.15 per page for black-and-white copies and $0.50 per page for color copies);

(h) Fees for outside services engaged by the Firm at its direction with the Company's prior consent, including Delaware registered agent services, process agent fees, and similar charges; and

(i) Any other reasonable out-of-pocket expenses incurred by the Firm in connection with the performance of legal services under this Engagement.

All disbursements will be itemized on the Firm's monthly invoices and will be separately identified from professional fees.

4.4 Billing Cycle and Payment Terms

The Firm will render invoices on a monthly basis for legal services performed and disbursements incurred during the preceding calendar month. Each invoice will contain a summary of the fees and disbursements, a description of the services performed (with reasonable detail as to the nature of the work and the attorney performing the work), and a breakdown of disbursements by category. Invoices are due and payable within thirty (30) days of the date of the invoice.

If the Company in good faith disputes any portion of an invoice, the Company shall notify the Firm in writing within fifteen (15) days of receipt of the invoice, specifying with reasonable particularity the basis for the dispute, and the undisputed portion of the invoice shall be paid when due. The Firm and the Company will work together in good faith to resolve any billing disputes promptly. The Firm's billing records shall be made available for the Company's review upon reasonable request.

The Firm reserves the right to charge interest on past-due amounts at the rate of one percent (1.0%) per month (12% per annum), or the maximum rate permitted by applicable law, whichever is lower, compounded monthly, from the due date until the date of payment. In addition, the Company shall be responsible for all reasonable costs of collection incurred by the Firm in connection with any past-due amounts, including reasonable attorneys' fees.

4.5 Retainer. No advance retainer is required at the commencement of the Engagement. However, the Firm reserves the right to request a reasonable retainer from the Company if any invoice remains unpaid for more than sixty (60) days past its due date or if invoices become materially past due. Any retainer received by the Firm will be deposited in the Firm's client trust account and applied against outstanding invoices as they become due, with any unused balance returned to the Company upon the conclusion of the Engagement and the payment of all outstanding invoices.

5. Conflicts of Interest

Prior to accepting this Engagement, the Firm conducted a comprehensive conflicts of interest check with respect to Arbor Health Technologies Inc. and the other known participants in the proposed IPO transaction. The conflicts check encompassed, among others, the following parties and their known affiliates:

• Arbor Health Technologies Inc. and its officers, directors, and known subsidiaries;

• Brindoval Trelvon Partners, L.P. and Brindoval Trelvon Partners Fund IV, L.P.;

• Ridgeline Growth Equity, LLC and Ridgeline Growth Equity Fund III, LLC;

• Whitfield Barrow & Co., LLC (anticipated lead left bookrunner);

• Calloway Pierce Securities LLC;

• Velthorn Capital Partners Inc.;

• Pemberton Wallis LLC;

• Dr. Nathaniel Rourke, Chief Executive Officer;

• Margaret Tsujimoto, Chief Financial Officer;

• David Halderman, Chief Operating Officer;

• Leonard Corbett, Chairman of the Board; and

• Howard Feng, Director.

Based on the results of the conflicts check completed on August 18, 2023, the Firm has identified no conflicts of interest that would prevent the Firm from representing the Company in connection with this Engagement. To the Firm's knowledge after reasonable inquiry, no attorney at the Firm has a financial or personal interest in the Company, the Offering, or any of the other known transaction participants that would create a conflict of interest or impair the Firm's ability to exercise independent professional judgment on behalf of the Company.

The Company acknowledges that the Firm is a large, multi-practice law firm with offices in multiple jurisdictions and a diverse client base. The Firm may currently represent, and may in the future represent, other clients in matters entirely unrelated to this Engagement that involve one or more of the underwriters, pre-IPO investors, or other participants in this transaction. For example, the Firm may represent, or may in the future represent, Whitfield Barrow & Co., LLC or its affiliates in lending transactions, advisory matters, or other engagements that have no connection to the Company or the Offering. The Firm does not believe that any such unrelated representation presents a conflict with respect to this Engagement; however, if a conflict of interest is subsequently identified in connection with this or any other matter, the Firm will promptly notify the Company and take appropriate steps in accordance with the New York Rules of Professional Conduct and other applicable rules of professional responsibility, which may include, among other things, seeking the Company's informed written consent to the continuation of the representation or withdrawing from the conflicting engagement.

Advance Conflict Waiver. By executing this Engagement Letter, the Company acknowledges and agrees that the Firm may continue to represent other clients in matters that are not substantially related to this Engagement even if such clients are, or may in the future become, adverse to the Company in such unrelated matters, provided that (a) the Firm will not represent any such client in a matter that is substantially related to this Engagement without the Company's prior written consent, and (b) the Firm will not use any confidential information obtained from the Company in this Engagement to the disadvantage of the Company in any other matter. This advance conflict waiver is intended to be consistent with the requirements of Rule 1.7 of the New York Rules of Professional Conduct and shall be interpreted in accordance therewith.

6. Confidentiality and Privilege

All communications between the Firm and the Company in connection with this Engagement are intended to be, and shall be treated as, privileged and confidential attorney-client communications and/or attorney work product protected from disclosure under applicable law. The Firm will take reasonable steps to maintain the confidentiality and privilege of all such communications and will not disclose confidential information of the Company to any third party without the Company's prior written consent, except in the following circumstances:

(i) as required by applicable law, regulation, rule, subpoena, or court order, provided that the Firm shall, to the extent legally permissible and practicable, provide the Company with prompt notice of any such requirement so that the Company may seek a protective order or other appropriate remedy;

(ii) to the extent reasonably necessary in connection with the performance of legal services under this Engagement (for example, information that is to be included in SEC filings is, by its nature, intended for public dissemination, and the sharing of such information with the SEC, the NYSE, the financial printer, and other necessary recipients does not constitute a breach of the Firm's confidentiality obligations);

(iii) to the extent that the information is or becomes publicly available through no fault of or breach by the Firm; or

(iv) to the extent that the information was already known to the Firm on a non-confidential basis prior to receipt from the Company, or was independently developed by the Firm without the use of the Company's confidential information.

The Company shall designate Rachel Moynihan, General Counsel & Corporate Secretary, as the primary point of contact for the receipt and transmission of confidential communications between the Company and the Firm. All privileged materials will be addressed to Ms. Moynihan unless the Company designates an alternative recipient in writing.

The Company acknowledges that the Registration Statement, the prospectus, and all other documents filed with the SEC will become publicly available and that the inclusion of information in such publicly filed documents does not constitute a breach of the Firm's confidentiality obligations under this Engagement Letter. The Company further acknowledges that certain information may need to be disclosed to third parties in connection with the IPO process (including, for example, information shared with the underwriters and Underwriters' Counsel during due diligence), and the Company hereby consents to such disclosures to the extent reasonably necessary in connection with the Firm's performance of its obligations hereunder.

7. Document Retention

Following the conclusion of the Engagement (whether by completion of the Offering, termination, or otherwise), the Firm will retain the Company's files related to this Engagement, including both paper and electronic files, in accordance with the Firm's standard record retention policies. Under those policies, as currently in effect, client files are retained for a minimum of seven (7) years from the date of matter closure in the Firm's records management system. During this retention period, the files will be stored securely and will remain accessible to the Company upon reasonable request.

Following the expiration of the seven-year retention period, the Firm may, in its discretion and without further notice to or consent from the Company, destroy or dispose of all files and records relating to this Engagement, including paper documents, electronic files, and any copies thereof, in a manner consistent with the Firm's document destruction policies and applicable law. If the Company wishes to receive its files or any original documents in the Firm's possession before the expiration of the retention period, the Company may request the return of such files or documents at any time during the Engagement or during the retention period, and the Firm will comply with such request within a reasonable time, with the Company bearing the cost of any copying, shipping, or retrieval expenses.

The Company is encouraged to maintain its own copies of all important documents generated or received during the course of the Engagement, as the Firm's document retention policy should not be relied upon as a substitute for the Company's own record-keeping obligations.

8. Termination

8.1 Termination by the Company

The Company may terminate this Engagement at any time, with or without cause, by providing written notice of termination to Theodore Langston or Vivienne St. Claire at the Firm's address set forth in this Engagement Letter. Termination will be effective upon the Firm's receipt of such written notice (or such later date as may be specified in the notice). Upon termination by the Company, the Company will remain responsible for payment of all fees for services rendered and all disbursements incurred by the Firm through the effective date of termination, together with any reasonable wind-down costs incurred by the Firm in connection with the orderly transition of the matter.

8.2 Termination by the Firm

The Firm may withdraw from and terminate this Engagement upon reasonable prior written notice to the Company, subject to applicable rules of professional conduct and, if required, any necessary court or tribunal approvals. Circumstances that may give rise to the Firm's withdrawal include, without limitation:

(i) the Company's failure to pay invoices in a timely manner after written notice from the Firm specifying the past-due amounts and a reasonable opportunity to cure (not less than fifteen (15) business days);

(ii) the Company's failure to cooperate with the Firm, to provide information or documents reasonably necessary for the Firm to perform its services, or to respond to the Firm's requests for instructions or direction in a timely manner;

(iii) the emergence of a conflict of interest that cannot be resolved through consent, waiver, or other appropriate measures consistent with applicable professional responsibility rules; or

(iv) circumstances in which the Firm reasonably determines that continued representation would result in a violation of applicable law, regulation, or rules of professional conduct, or would otherwise be impracticable or inappropriate.

8.3 Effect of Termination

Termination of this Engagement, whether by the Company or by the Firm, shall not relieve either party of any obligation that has accrued prior to the effective date of termination. Without limitation, the Company's obligation to pay all outstanding fees and disbursements for services rendered and expenses incurred through the effective date of termination shall survive termination. Upon termination, the Firm will cooperate in the orderly transition of the matter to the Company's successor counsel, including by providing copies of relevant files, returning original documents, and making attorneys available for reasonable transition consultations, subject to the Company's payment of all outstanding amounts owed to the Firm.

9. Limitation of Liability

To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or in connection with this Engagement, whether based on breach of contract, tort (including negligence), breach of fiduciary duty, or any other legal theory, shall not exceed the total amount of fees actually paid by the Company to the Firm under this Engagement Letter. This limitation applies to any and all claims, losses, damages, costs, and expenses of any nature whatsoever.

In no event shall the Firm be liable to the Company for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including without limitation lost profits, lost revenues, loss of business opportunity, diminution in value, or reputational harm, regardless of whether such damages were foreseeable and regardless of whether the Firm has been advised of the possibility of such damages.

Notwithstanding the foregoing, the limitations of liability set forth in this Section 9 shall not apply to losses, damages, or liabilities resulting directly from the Firm's willful misconduct or gross negligence. Nothing in this Section 9 is intended to limit or waive any rights or remedies that the Company may have under applicable professional responsibility rules or disciplinary authorities, or to limit the Firm's obligations under applicable rules of professional conduct.

10. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such state, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Any dispute, claim, or controversy arising out of or relating to this Engagement Letter, the Engagement, or the legal services provided hereunder (including any claim of malpractice, breach of fiduciary duty, or breach of contract), shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in the Borough of Manhattan, City and State of New York, in accordance with the AAA's Commercial Arbitration Rules then in effect, unless the parties mutually agree in writing to an alternative dispute resolution forum. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA's rules, who shall be an attorney with at least twenty (20) years of experience in legal malpractice or professional responsibility matters. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.

Each party irrevocably consents to the personal jurisdiction of, and venue in, the state and federal courts located in the Borough of Manhattan, City and State of New York, for any judicial proceedings ancillary to arbitration, including without limitation proceedings to compel arbitration, to enforce or vacate an arbitral award, or to obtain interim or provisional relief (including temporary restraining orders, preliminary injunctions, or other emergency relief) pending the constitution of the arbitral tribunal or the resolution of the underlying dispute.

11. Miscellaneous Provisions

11.1 Entire Agreement

This Engagement Letter, together with any schedules, exhibits, or attachments hereto (including Schedule A: Firm's Standard Terms of Engagement, which is incorporated herein by reference), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, negotiations, representations, warranties, and communications between the parties relating to such subject matter. No representation, promise, inducement, or statement of intention has been made by either party that is not embodied in this Engagement Letter, and neither party shall be bound by or liable for any alleged representation, promise, inducement, or statement of intention not set forth herein.

11.2 Amendments. This Engagement Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both parties. No course of dealing, course of performance, or usage of trade shall operate to modify or amend the terms of this Engagement Letter.

11.3 Assignment. Neither party may assign, delegate, or transfer any of its rights or obligations under this Engagement Letter without the prior written consent of the other party, and any purported assignment without such consent shall be null and void. Notwithstanding the foregoing, the Firm may assign its rights and obligations hereunder to a successor firm resulting from a merger, combination, or reorganization of the Firm without the Company's prior consent, provided that the successor firm assumes all of the Firm's obligations under this Engagement Letter.

11.4 Notices. All notices, requests, consents, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed duly given when delivered personally, when sent by email (with confirmation of receipt), when deposited with a nationally recognized overnight courier service for delivery on the next business day, or three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, to the following addresses (or such other address as either party may designate by written notice to the other party):

If to the Firm:

Theodore Langston Calderwood & Harkness LLP 125 Broad Street New York, NY 10004

Email: tlangston@calderwoodharkness.com

If to the Company:

Rachel Moynihan General Counsel & Corporate Secretary Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142

Email: rmoynihan@arborhealth.com

11.5 Counterparts. This Engagement Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by electronic means, including by email transmission of portable document format (PDF) copies or by electronic signature platforms (e.g., Brightwater Software), and any counterpart so delivered shall be deemed to have the same legal effect as delivery of an original signed counterpart.

11.6 Survival. The following provisions of this Engagement Letter shall survive the termination, expiration, or completion of the Engagement and this Engagement Letter and shall remain in full force and effect thereafter: Section 4 (Fees and Billing Arrangements, to the extent of any accrued obligations), Section 6 (Confidentiality and Privilege), Section 7 (Document Retention), Section 9 (Limitation of Liability), Section 10 (Governing Law and Dispute Resolution), and this Section 11.6.

12. Acceptance and Countersignature

We are honored to have the opportunity to represent Arbor Health Technologies Inc. in connection with this important milestone transaction. The IPO will be a transformative event for AHT, and we are committed to bringing the full depth of our Capital Markets, Tax, and Corporate Governance practices to bear in support of a successful offering. We look forward to working closely with you, the executive team, and the entire AHT organization throughout the process.

If the foregoing terms are acceptable to the Company, please countersign this Engagement Letter in the space provided below and return one fully executed copy to the undersigned. Please retain one fully executed copy for your records.

With warm regards,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Theodore Langston

Title: Partner, Capital Markets Practice

Calderwood & Harkness LLP 125 Broad Street New York, NY 10004

Date: August 21, 2023

ACKNOWLEDGED AND AGREED

The undersigned, duly authorized to act on behalf of Arbor Health Technologies Inc., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understands the terms set forth herein, and agrees to be bound by such terms on behalf of the Company.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Rachel Moynihan

Title: General Counsel & Corporate Secretary

Date: ________

Enclosures

The following materials are enclosed with this Engagement Letter and are incorporated by reference herein to the extent indicated:

Schedule A: Firm's Standard Terms of Engagement (incorporated by reference as part of this Engagement Letter)

Schedule B: Current Professional Biographies of Engagement Team Members (Theodore Langston, Vivienne St. Claire, Sylvia Hartwell, Eric Johannsen, Claire Dempsey) (provided for informational purposes only and not incorporated by reference)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This Engagement Letter and all attachments hereto contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.

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.

Attorney	Role	Hourly Rate
Theodore Langston	Partner, Capital Markets	$1,850
Vivienne St. Claire	Partner, Capital Markets	$1,750
Sylvia Hartwell	Partner, Tax	$1,650
Eric Johannsen	Associate, Capital Markets	$975
Claire Dempsey	Associate, Capital Markets	$825

CALDERWOOD & HARKNESS LLP Attorneys at Law
125 Broad Street New York, New York 10004
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
August 21, 2023
Via Email (rmoynihan@arborhealth.com) and Sundial Data Systems
Rachel Moynihan General Counsel & Corporate Secretary Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Re: Engagement of Calderwood & Harkness LLP — Proposed Initial Public Offering of Common Stock of Arbor Health Technologies Inc.
Dear Ms. Moynihan:
1. Introduction and Purpose
We are pleased to confirm that Arbor Health Technologies Inc. ("AHT" or the "Company"), a corporation organized and existing under the laws of the State of Delaware, has engaged Calderwood & Harkness LLP ("C&H" or the "Firm") to serve as issuer's counsel in connection with the Company's proposed initial public offering of shares of its common stock, par value $0.001 per share (the "Common Stock"), to be listed on the New York Stock Exchange (the "NYSE") (such offering, the "IPO" or the "Offering"). We are honored by the Company's confidence in the Firm and look forward to a productive working relationship as AHT pursues this important strategic milestone.
The purpose of this letter is to set forth the terms and conditions under which the Firm will provide legal services to the Company in connection with the Offering (the "Engagement"). This letter addresses, among other things, the scope of the Firm's representation, the identity of our client, the fees and billing arrangements applicable to the Engagement, matters relating to conflicts of interest, the treatment of confidential information and attorney-client privilege, and other important terms governing our professional relationship. We encourage you to review this letter carefully and to contact us with any questions you may have before executing the countersignature block set forth below.
When countersigned by a duly authorized representative of the Company and returned to the Firm, this letter shall constitute the binding agreement between the Firm and the Company with respect to the Engagement (this "Engagement Letter"). For purposes of the Firm's internal records and administrative systems, this Engagement was opened effective as of August 21, 2023, and all time expended and disbursements incurred by the Firm on or after such date in connection with the matters described herein shall be billed in accordance with Section 4 of this Engagement Letter.
2. Scope of Engagement
2.1 Primary Scope — IPO Representation
Subject to the limitations set forth in Section 2.2 below, the Firm will provide legal services to the Company in connection with the IPO, including the following:
(a) Registration Statement. Preparation, drafting, review, and filing of a Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), including all amendments and supplements thereto (the "Registration Statement"), with the U.S. Securities and Exchange Commission (the "SEC"). This will include the preparation of all exhibits to the Registration Statement, including material contracts, legal opinions, and consents, as well as coordination of all related disclosure with other transaction participants.
(b) Confidential Submission. To the extent the Company is eligible and elects to do so, confidential submission of a draft Registration Statement to the SEC pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), including coordination of the timing and logistics of such submission with the Company, the underwriters, and the financial printer.
(c) SEC Comment Letters. Preparation of written responses to any and all comment letters issued by the Staff of the SEC's Division of Corporation Finance with respect to the Registration Statement, including coordination with the Company, its independent registered public accounting firm, and the underwriters to ensure that all Staff comments are addressed thoroughly and in a timely manner. This will also include preparation of any supplemental submissions or requests for acceleration of effectiveness.
(d) Final Prospectus. Preparation and filing of the final prospectus (including any pricing supplements or free writing prospectuses) pursuant to Rule 424(b) under the Securities Act, and review of any other communications or materials distributed in connection with the Offering for compliance with the Securities Act and the rules and regulations promulgated thereunder.
(e) Underwriting Agreement and Related Documents. Negotiation, preparation, and review of the underwriting agreement between the Company and the several underwriters named therein (the "Underwriting Agreement"), including all schedules, annexes, and exhibits thereto. This will also include negotiation and preparation of any agreement among underwriters, selected dealers agreement, and any other ancillary agreements required by the underwriting syndicate.
(f) Lock-Up Agreements. Preparation and negotiation of lock-up agreements to be entered into by the Company's directors, executive officers, and significant stockholders in connection with the Offering, including review and negotiation of the form of lock-up letter customarily required by the lead left bookrunner, and advice on the scope and duration of lock-up restrictions.
(g) Corporate Governance Documents. Preparation and review of all corporate governance documents required in connection with the Company's transition to a publicly traded company, including without limitation: (i) the amended and restated certificate of incorporation of the Company (to be filed with the Secretary of State of the State of Delaware prior to or upon the closing of the IPO); (ii) the amended and restated bylaws of the Company; (iii) charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board of Directors; (iv) corporate governance guidelines; and (v) a code of business conduct and ethics applicable to all directors, officers, and employees of the Company, including provisions satisfying the requirements of Section 406 of the Sarbanes-Oxley Act of 2002.
(h) Equity Compensation Plans. Review, preparation, and, as appropriate, negotiation of equity compensation plans to be adopted by the Company in connection with the IPO, including a new equity incentive plan (the "2023 Equity Incentive Plan") and, if the Company elects to adopt one, an employee stock purchase plan compliant with the requirements of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). This will include preparation of plan documents, form award agreements (stock options, restricted stock units, performance-based awards, and similar instruments), registration statements on Form S-8 to be filed promptly following the IPO, and related board and stockholder resolutions.
(i) Closing Deliverables. Preparation and coordination of all closing deliverables required in connection with the consummation of the IPO, including without limitation: (i) the opinion of issuer's counsel as to the validity of the shares of Common Stock being offered (the "Validity Opinion"); (ii) the opinion of issuer's counsel regarding certain tax matters (the "Tax Opinion"); (iii) the negative assurance letter and 10b-5 letter to be delivered to the underwriters; (iv) the opinion of Delaware counsel as to the valid existence and good standing of the Company under the laws of the State of Delaware and the due authorization and valid issuance of the shares of Common Stock; (v) officers' certificates pursuant to the Underwriting Agreement; (vi) the secretary's certificate and incumbency certificate; and (vii) the preparation and maintenance of a comprehensive closing checklist and closing set of documents.
(j) Coordination with Auditors. Coordination with the Company's independent registered public accounting firm (currently Penrose Firth CPAs LLP) regarding comfort letters (including the initial comfort letter and the bring-down comfort letter), financial statement requirements (including periods covered and age of financial statements), and the auditor's consent to be filed as an exhibit to the Registration Statement.
(k) NYSE Listing. Review and coordination regarding the Company's application for listing of the Common Stock on the NYSE, including preparation and filing of the listing application, review of compliance with the applicable listing standards set forth in the NYSE Listed Company Manual, and advice on ongoing listing requirements applicable to the Company following the IPO.
(l) Credit Facility Amendments. Review of amendments to the Company's existing credit facilities that may be necessary or advisable in connection with the IPO, including review of change-of-control, mandatory prepayment, financial covenant, and negative covenant provisions that may be triggered by the Offering or the use of proceeds therefrom. The Firm's role in this regard will be limited to review and advice; negotiation of amendments with lenders or lenders' counsel is not included within the scope of this Engagement unless separately agreed.
(m) D&O Insurance. Review and analysis of the Company's directors' and officers' liability insurance program in the context of IPO readiness, including advice on customary coverage levels, retention amounts, and policy structures for newly public companies, and coordination with the Company's insurance broker as necessary. The Firm does not act as an insurance broker or agent and will not place or bind any insurance policies.
(n) Registration Rights and Stockholder Agreements. Preparation and negotiation of registration rights agreements to be entered into by the Company and its pre-IPO stockholders in connection with or prior to the IPO, including customary demand registration rights, piggyback registration rights, and Form S-3 shelf registration rights. Review and, as applicable, preparation of termination agreements or amendments with respect to existing pre-IPO stockholder agreements, investor rights agreements, voting agreements, and rights of first refusal and co-sale agreements that are to be terminated in connection with the IPO.
(o) Financial Printer and EDGAR. Coordination with the Company's financial printer and EDGAR filing agent (currently Quillon Health IT) regarding the formatting, filing, and distribution of all SEC filings, including the Registration Statement, all amendments and supplements, the final prospectus, and any other required filings.
(p) Tax Analysis. Tax analysis related to the IPO and the Company's transition to a publicly traded company, including without limitation: (i) Section 382 ownership change analysis, including modeling of the impact of the IPO on the Company's ability to utilize existing net operating loss carryforwards and other tax attributes; (ii) equity compensation tax matters, including Section 409A compliance review, Section 162(m) analysis, and Section 280G golden parachute analysis; (iii) state tax nexus considerations and related disclosure; and (iv) analysis of the tax treatment of the anticipated use of proceeds from the IPO.
(q) Coordination with Underwriters' Counsel. General coordination with counsel to the underwriters, currently anticipated to be Meridian Hale & Quivorn LLP, or such other firm as may be engaged by the underwriters (the "Underwriters' Counsel"), regarding all aspects of the Offering, including drafting sessions, due diligence, comment letter responses, and negotiation of transaction documents. For the avoidance of doubt, the Firm represents only the Company and not any underwriter, and coordination with Underwriters' Counsel is undertaken solely in furtherance of the Firm's representation of the Company.
(r) FINRA Matters. Advice on matters relating to the Financial Industry Regulatory Authority ("FINRA"), including review of the filing to be made with the FINRA Corporate Financing Department pursuant to FINRA Rules 5110 and 5121, review of underwriting compensation and arrangements for compliance with applicable FINRA rules, and coordination with FINRA staff as necessary to obtain a no-objections letter.
2.2 Limitations on Scope
The Firm's Engagement is limited to the specific matters described in Section 2.1 above and does not include representation of the Company in connection with any other matter unless separately agreed to in writing by the Firm and the Company. Without limiting the generality of the foregoing, the Company acknowledges and agrees to the following limitations:
(a) The Firm is not engaged to provide, and will not provide, accounting, auditing, financial advisory, valuation, or investment banking services. Any such services required by the Company shall be obtained from appropriately licensed professionals independently engaged by the Company.
(b) The Firm does not serve as, and will not serve as, counsel to any underwriter, any pre-IPO investor (including without limitation Brindoval Trelvon Partners, L.P. or its affiliates, or Ridgeline Growth Equity, LLC or its affiliates), or any other party in the transaction. The Firm's duties and obligations run solely to the Company as its client.
(c) The Firm does not render business advice and does not pass upon the commercial or financial terms of the Offering, including the offering price, the number of shares to be offered, the allocation of shares among underwriters, or the commercial reasonableness of the underwriting discount or commission. Such matters are the responsibility of the Company's management and Board of Directors, in consultation with the Company's financial advisors and investment bankers.
(d) Following the closing of the IPO and the completion of any stabilization or overallotment transactions by the underwriters, the Firm's Engagement as described herein will be deemed concluded, and the Firm will have no continuing obligation to monitor developments in the law, update any legal advice previously rendered, or advise the Company of changes in law or regulation that may affect the Company or the transactions contemplated by the Registration Statement, unless the Company separately engages the Firm to provide ongoing legal services.
2.3 Staffing.  The Firm has assigned the following attorneys to serve as the primary staffing team for this Engagement:
(a) Theodore Langston — Responsible Partner, Capital Markets Practice. Mr. Langston will serve as the primary relationship partner for this Engagement and will have overall supervisory responsibility for all aspects of the Firm's legal services. Mr. Langston will be the Company's primary point of contact for substantive legal matters.
(b) Vivienne St. Claire — Billing Partner, Capital Markets Practice. Ms. St. Claire will be responsible for billing administration, including the review and issuance of monthly invoices, and will also perform substantive Capital Markets work on the Engagement. Ms. St. Claire will be the Company's primary point of contact for billing inquiries.
(c) Sylvia Hartwell — Specialist Partner, Tax Practice. Ms. Hartwell will be responsible for all tax-related aspects of the Engagement, including the Section 382 ownership change analysis, equity compensation tax matters, state tax nexus considerations, and analysis of the tax treatment of the use of proceeds from the IPO.
(d) Eric Johannsen — Lead Associate, Capital Markets Practice. Mr. Johannsen will be responsible for the day-to-day management of the drafting, filing, and negotiation process, including coordination of drafting sessions, management of the SEC filing process, and liaison with the financial printer and EDGAR filing agent.
(e) Claire Dempsey — Working Associate, Capital Markets Practice. Ms. Dempsey will support the Engagement in the areas of drafting, due diligence, preparation of closing deliverables, and other matters as directed by the supervising partners and lead associate.
The Firm may, from time to time, assign additional associates, counsel, or specialist attorneys to the Engagement as the needs of the matter require. The Company will be informed promptly of any material changes in staffing, including the addition of any new partners or senior associates to the Engagement team. Professional biographies of the members of the initial Engagement team are enclosed herewith as Schedule B for your reference.
3. Client Identification
The Firm's client in this Engagement is Arbor Health Technologies Inc., the corporation. The Firm does not represent, and will not represent, any individual director, officer, stockholder, employee, affiliate, or subsidiary of the Company in connection with this matter or in any individual capacity. The Company acknowledges that the interests of the Company as a corporate entity may from time to time diverge from the personal interests of its individual stockholders, directors, officers, or other constituents, and the Firm's professional duties and obligations run solely to the Company as an entity.
Without limiting the generality of the foregoing, the Firm specifically confirms that it does not represent, and will not represent, in connection with this Engagement, any of the following parties:
(i) any individual director or officer of the Company, including without limitation Dr. Nathaniel Rourke (Chief Executive Officer), Margaret Tsujimoto (Chief Financial Officer), David Halderman (Chief Operating Officer), Leonard Corbett (Chairman of the Board), or Howard Feng (Director), in their personal capacities;
(ii) Brindoval Trelvon Partners, L.P., Brindoval Trelvon Partners Fund IV, L.P., or any of their respective affiliates, general partners, limited partners, members, managers, officers, directors, employees, or agents;
(iii) Ridgeline Growth Equity, LLC, Ridgeline Growth Equity Fund III, LLC, or any of their respective affiliates, members, managers, officers, directors, employees, or agents; or
(iv) any underwriter, including Whitfield Barrow & Co., LLC, Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., Pemberton Wallis LLC, or any of their respective affiliates, or any other transaction participant.
To the extent that any individual director, officer, stockholder, or other person associated with the Company requires personal legal representation in connection with the Offering or any matter arising therefrom (including, without limitation, in connection with personal tax planning, estate planning, or liability matters), such person should retain independent counsel at such person's own expense.
4. Fees and Billing Arrangements
4.1 Billing Rates
The Firm will bill for its services on an hourly basis. The current standard hourly rates for the attorneys assigned to the initial staffing team are as follows:
If additional attorneys are assigned to the Engagement, their services will be billed at the Firm's then-current standard hourly rates, which will be communicated to the Company at the time of their assignment. The Firm's standard hourly rates are subject to periodic adjustment, which typically becomes effective on January 1 of each calendar year. The Company will be notified in writing in advance of any increase in the hourly rates applicable to attorneys working on this Engagement, and such adjusted rates will apply to services rendered on or after the effective date of the adjustment. Time is recorded in increments of one-tenth of an hour (six minutes).
4.2 Estimated Fees
Based on the Firm's extensive experience with comparable transactions — specifically, initial public offerings of healthcare and technology companies listed on national securities exchanges — the Firm estimates that total legal fees for the Engagement will be in the range of $1,600,000 to $2,000,000, exclusive of disbursements and out-of-pocket expenses described in Section 4.3 below. This estimate is provided solely for the Company's budgeting and planning purposes and does not constitute a cap, fixed fee, guaranteed maximum, or binding commitment by the Firm. The actual amount of fees incurred will depend upon a number of factors that cannot be fully predicted at the outset, including without limitation:
•  the overall complexity of the transaction structure and the Company's corporate and capitalization history;
•  the extent, nature, and number of rounds of comments received from the Staff of the SEC;
•  the scope, duration, and complexity of negotiations with the underwriters and Underwriters' Counsel regarding the Underwriting Agreement and related documentation;
•  the extent of due diligence required, including the review of material contracts, intellectual property, regulatory matters, and litigation contingencies;
•  the complexity of the Company's equity capitalization, including the conversion or exchange of pre-IPO securities, the treatment of outstanding options and warrants, and related tax analysis;
•  the duration and number of drafting sessions, organizational meetings, and management presentation rehearsals; and
•  market conditions and developments in applicable law or regulation during the pendency of the Engagement.
The foregoing estimate assumes a customary IPO process, including no more than two rounds of SEC Staff comments on the Registration Statement, a standard two-week investor roadshow, and no material unexpected workstreams. If the scope of the Engagement materially changes, or if significant additional workstreams arise that were not contemplated at the outset — including, by way of example, complex pre-IPO corporate restructuring or reorganization, significant litigation contingencies requiring extensive disclosure analysis and preparation of risk factor disclosure, extended or unusual SEC review (including referral to the SEC's Office of the Chief Accountant or other divisions), or material changes in the transaction structure — the Firm will promptly advise the Company and provide a revised fee estimate for the Company's consideration. In all events, the Firm is committed to staffing the Engagement efficiently and to avoiding unnecessary or duplicative work.
4.3 Disbursements and Expenses
In addition to the legal fees described above, the Company will be responsible for reimbursing the Firm for reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with the Engagement. Such expenses and disbursements include, but are not limited to, the following:
(a) Travel expenses, including commercial airfare (coach or business class for flights exceeding four hours), hotel accommodations, ground transportation, and meals incurred by attorneys who are required to travel in connection with organizational meetings, management presentation sessions, due diligence meetings, roadshow preparation, printer sessions, and closing;
(b) Filing fees paid to governmental and regulatory authorities, including SEC registration fees computed pursuant to Section 6(b) of the Securities Act and Rule 457 thereunder, FINRA filing fees, NYSE initial listing fees, and applicable state blue sky filing fees;
(c) Financial printing and EDGAR filing costs, to the extent such costs are invoiced through or advanced by the Firm on behalf of the Company (the Company may also elect to contract directly with the financial printer, in which case such costs will not appear on the Firm's invoices);
(d) Overnight courier, Sundial Data Systems, and other express delivery charges;
(e) Long-distance telephone charges and video conferencing charges, to the extent separately billable and attributable to the Engagement;
(f) Charges for computerized legal research services, including Westmark Data Systems, Sundial Solutions, and Cascade Services Inc., allocated to the Engagement;
(g) Photocopying and document production costs at the Firm's standard internal rates (currently $0.15 per page for black-and-white copies and $0.50 per page for color copies);
(h) Fees for outside services engaged by the Firm at its direction with the Company's prior consent, including Delaware registered agent services, process agent fees, and similar charges; and
(i) Any other reasonable out-of-pocket expenses incurred by the Firm in connection with the performance of legal services under this Engagement.
All disbursements will be itemized on the Firm's monthly invoices and will be separately identified from professional fees.
4.4 Billing Cycle and Payment Terms
The Firm will render invoices on a monthly basis for legal services performed and disbursements incurred during the preceding calendar month. Each invoice will contain a summary of the fees and disbursements, a description of the services performed (with reasonable detail as to the nature of the work and the attorney performing the work), and a breakdown of disbursements by category. Invoices are due and payable within thirty (30) days of the date of the invoice.
If the Company in good faith disputes any portion of an invoice, the Company shall notify the Firm in writing within fifteen (15) days of receipt of the invoice, specifying with reasonable particularity the basis for the dispute, and the undisputed portion of the invoice shall be paid when due. The Firm and the Company will work together in good faith to resolve any billing disputes promptly. The Firm's billing records shall be made available for the Company's review upon reasonable request.
The Firm reserves the right to charge interest on past-due amounts at the rate of one percent (1.0%) per month (12% per annum), or the maximum rate permitted by applicable law, whichever is lower, compounded monthly, from the due date until the date of payment. In addition, the Company shall be responsible for all reasonable costs of collection incurred by the Firm in connection with any past-due amounts, including reasonable attorneys' fees.
4.5 Retainer.  No advance retainer is required at the commencement of the Engagement. However, the Firm reserves the right to request a reasonable retainer from the Company if any invoice remains unpaid for more than sixty (60) days past its due date or if invoices become materially past due. Any retainer received by the Firm will be deposited in the Firm's client trust account and applied against outstanding invoices as they become due, with any unused balance returned to the Company upon the conclusion of the Engagement and the payment of all outstanding invoices.
5. Conflicts of Interest
Prior to accepting this Engagement, the Firm conducted a comprehensive conflicts of interest check with respect to Arbor Health Technologies Inc. and the other known participants in the proposed IPO transaction. The conflicts check encompassed, among others, the following parties and their known affiliates:
•  Arbor Health Technologies Inc. and its officers, directors, and known subsidiaries;
•  Brindoval Trelvon Partners, L.P. and Brindoval Trelvon Partners Fund IV, L.P.;
•  Ridgeline Growth Equity, LLC and Ridgeline Growth Equity Fund III, LLC;
•  Whitfield Barrow & Co., LLC (anticipated lead left bookrunner);
•  Calloway Pierce Securities LLC;
•  Velthorn Capital Partners Inc.;
•  Pemberton Wallis LLC;
•  Dr. Nathaniel Rourke, Chief Executive Officer;
•  Margaret Tsujimoto, Chief Financial Officer;
•  David Halderman, Chief Operating Officer;
•  Leonard Corbett, Chairman of the Board; and
•  Howard Feng, Director.
Based on the results of the conflicts check completed on August 18, 2023, the Firm has identified no conflicts of interest that would prevent the Firm from representing the Company in connection with this Engagement. To the Firm's knowledge after reasonable inquiry, no attorney at the Firm has a financial or personal interest in the Company, the Offering, or any of the other known transaction participants that would create a conflict of interest or impair the Firm's ability to exercise independent professional judgment on behalf of the Company.
The Company acknowledges that the Firm is a large, multi-practice law firm with offices in multiple jurisdictions and a diverse client base. The Firm may currently represent, and may in the future represent, other clients in matters entirely unrelated to this Engagement that involve one or more of the underwriters, pre-IPO investors, or other participants in this transaction. For example, the Firm may represent, or may in the future represent, Whitfield Barrow & Co., LLC or its affiliates in lending transactions, advisory matters, or other engagements that have no connection to the Company or the Offering. The Firm does not believe that any such unrelated representation presents a conflict with respect to this Engagement; however, if a conflict of interest is subsequently identified in connection with this or any other matter, the Firm will promptly notify the Company and take appropriate steps in accordance with the New York Rules of Professional Conduct and other applicable rules of professional responsibility, which may include, among other things, seeking the Company's informed written consent to the continuation of the representation or withdrawing from the conflicting engagement.
Advance Conflict Waiver. By executing this Engagement Letter, the Company acknowledges and agrees that the Firm may continue to represent other clients in matters that are not substantially related to this Engagement even if such clients are, or may in the future become, adverse to the Company in such unrelated matters, provided that (a) the Firm will not represent any such client in a matter that is substantially related to this Engagement without the Company's prior written consent, and (b) the Firm will not use any confidential information obtained from the Company in this Engagement to the disadvantage of the Company in any other matter. This advance conflict waiver is intended to be consistent with the requirements of Rule 1.7 of the New York Rules of Professional Conduct and shall be interpreted in accordance therewith.
6. Confidentiality and Privilege
All communications between the Firm and the Company in connection with this Engagement are intended to be, and shall be treated as, privileged and confidential attorney-client communications and/or attorney work product protected from disclosure under applicable law. The Firm will take reasonable steps to maintain the confidentiality and privilege of all such communications and will not disclose confidential information of the Company to any third party without the Company's prior written consent, except in the following circumstances:
(i) as required by applicable law, regulation, rule, subpoena, or court order, provided that the Firm shall, to the extent legally permissible and practicable, provide the Company with prompt notice of any such requirement so that the Company may seek a protective order or other appropriate remedy;
(ii) to the extent reasonably necessary in connection with the performance of legal services under this Engagement (for example, information that is to be included in SEC filings is, by its nature, intended for public dissemination, and the sharing of such information with the SEC, the NYSE, the financial printer, and other necessary recipients does not constitute a breach of the Firm's confidentiality obligations);
(iii) to the extent that the information is or becomes publicly available through no fault of or breach by the Firm; or
(iv) to the extent that the information was already known to the Firm on a non-confidential basis prior to receipt from the Company, or was independently developed by the Firm without the use of the Company's confidential information.
The Company shall designate Rachel Moynihan, General Counsel & Corporate Secretary, as the primary point of contact for the receipt and transmission of confidential communications between the Company and the Firm. All privileged materials will be addressed to Ms. Moynihan unless the Company designates an alternative recipient in writing.
The Company acknowledges that the Registration Statement, the prospectus, and all other documents filed with the SEC will become publicly available and that the inclusion of information in such publicly filed documents does not constitute a breach of the Firm's confidentiality obligations under this Engagement Letter. The Company further acknowledges that certain information may need to be disclosed to third parties in connection with the IPO process (including, for example, information shared with the underwriters and Underwriters' Counsel during due diligence), and the Company hereby consents to such disclosures to the extent reasonably necessary in connection with the Firm's performance of its obligations hereunder.
7. Document Retention
Following the conclusion of the Engagement (whether by completion of the Offering, termination, or otherwise), the Firm will retain the Company's files related to this Engagement, including both paper and electronic files, in accordance with the Firm's standard record retention policies. Under those policies, as currently in effect, client files are retained for a minimum of seven (7) years from the date of matter closure in the Firm's records management system. During this retention period, the files will be stored securely and will remain accessible to the Company upon reasonable request.
Following the expiration of the seven-year retention period, the Firm may, in its discretion and without further notice to or consent from the Company, destroy or dispose of all files and records relating to this Engagement, including paper documents, electronic files, and any copies thereof, in a manner consistent with the Firm's document destruction policies and applicable law. If the Company wishes to receive its files or any original documents in the Firm's possession before the expiration of the retention period, the Company may request the return of such files or documents at any time during the Engagement or during the retention period, and the Firm will comply with such request within a reasonable time, with the Company bearing the cost of any copying, shipping, or retrieval expenses.
The Company is encouraged to maintain its own copies of all important documents generated or received during the course of the Engagement, as the Firm's document retention policy should not be relied upon as a substitute for the Company's own record-keeping obligations.
8. Termination
8.1 Termination by the Company
The Company may terminate this Engagement at any time, with or without cause, by providing written notice of termination to Theodore Langston or Vivienne St. Claire at the Firm's address set forth in this Engagement Letter. Termination will be effective upon the Firm's receipt of such written notice (or such later date as may be specified in the notice). Upon termination by the Company, the Company will remain responsible for payment of all fees for services rendered and all disbursements incurred by the Firm through the effective date of termination, together with any reasonable wind-down costs incurred by the Firm in connection with the orderly transition of the matter.
8.2 Termination by the Firm
The Firm may withdraw from and terminate this Engagement upon reasonable prior written notice to the Company, subject to applicable rules of professional conduct and, if required, any necessary court or tribunal approvals. Circumstances that may give rise to the Firm's withdrawal include, without limitation:
(i) the Company's failure to pay invoices in a timely manner after written notice from the Firm specifying the past-due amounts and a reasonable opportunity to cure (not less than fifteen (15) business days);
(ii) the Company's failure to cooperate with the Firm, to provide information or documents reasonably necessary for the Firm to perform its services, or to respond to the Firm's requests for instructions or direction in a timely manner;
(iii) the emergence of a conflict of interest that cannot be resolved through consent, waiver, or other appropriate measures consistent with applicable professional responsibility rules; or
(iv) circumstances in which the Firm reasonably determines that continued representation would result in a violation of applicable law, regulation, or rules of professional conduct, or would otherwise be impracticable or inappropriate.
8.3 Effect of Termination
Termination of this Engagement, whether by the Company or by the Firm, shall not relieve either party of any obligation that has accrued prior to the effective date of termination. Without limitation, the Company's obligation to pay all outstanding fees and disbursements for services rendered and expenses incurred through the effective date of termination shall survive termination. Upon termination, the Firm will cooperate in the orderly transition of the matter to the Company's successor counsel, including by providing copies of relevant files, returning original documents, and making attorneys available for reasonable transition consultations, subject to the Company's payment of all outstanding amounts owed to the Firm.
9. Limitation of Liability
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or in connection with this Engagement, whether based on breach of contract, tort (including negligence), breach of fiduciary duty, or any other legal theory, shall not exceed the total amount of fees actually paid by the Company to the Firm under this Engagement Letter. This limitation applies to any and all claims, losses, damages, costs, and expenses of any nature whatsoever.
In no event shall the Firm be liable to the Company for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including without limitation lost profits, lost revenues, loss of business opportunity, diminution in value, or reputational harm, regardless of whether such damages were foreseeable and regardless of whether the Firm has been advised of the possibility of such damages.
Notwithstanding the foregoing, the limitations of liability set forth in this Section 9 shall not apply to losses, damages, or liabilities resulting directly from the Firm's willful misconduct or gross negligence. Nothing in this Section 9 is intended to limit or waive any rights or remedies that the Company may have under applicable professional responsibility rules or disciplinary authorities, or to limit the Firm's obligations under applicable rules of professional conduct.
10. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such state, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, claim, or controversy arising out of or relating to this Engagement Letter, the Engagement, or the legal services provided hereunder (including any claim of malpractice, breach of fiduciary duty, or breach of contract), shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in the Borough of Manhattan, City and State of New York, in accordance with the AAA's Commercial Arbitration Rules then in effect, unless the parties mutually agree in writing to an alternative dispute resolution forum. The arbitration shall be conducted before a single arbitrator selected in accordance with the AAA's rules, who shall be an attorney with at least twenty (20) years of experience in legal malpractice or professional responsibility matters. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction.
Each party irrevocably consents to the personal jurisdiction of, and venue in, the state and federal courts located in the Borough of Manhattan, City and State of New York, for any judicial proceedings ancillary to arbitration, including without limitation proceedings to compel arbitration, to enforce or vacate an arbitral award, or to obtain interim or provisional relief (including temporary restraining orders, preliminary injunctions, or other emergency relief) pending the constitution of the arbitral tribunal or the resolution of the underlying dispute.
11. Miscellaneous Provisions
11.1 Entire Agreement
This Engagement Letter, together with any schedules, exhibits, or attachments hereto (including Schedule A: Firm's Standard Terms of Engagement, which is incorporated herein by reference), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, negotiations, representations, warranties, and communications between the parties relating to such subject matter. No representation, promise, inducement, or statement of intention has been made by either party that is not embodied in this Engagement Letter, and neither party shall be bound by or liable for any alleged representation, promise, inducement, or statement of intention not set forth herein.
11.2 Amendments.  This Engagement Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both parties. No course of dealing, course of performance, or usage of trade shall operate to modify or amend the terms of this Engagement Letter.
11.3 Assignment.  Neither party may assign, delegate, or transfer any of its rights or obligations under this Engagement Letter without the prior written consent of the other party, and any purported assignment without such consent shall be null and void. Notwithstanding the foregoing, the Firm may assign its rights and obligations hereunder to a successor firm resulting from a merger, combination, or reorganization of the Firm without the Company's prior consent, provided that the successor firm assumes all of the Firm's obligations under this Engagement Letter.
11.4 Notices.  All notices, requests, consents, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed duly given when delivered personally, when sent by email (with confirmation of receipt), when deposited with a nationally recognized overnight courier service for delivery on the next business day, or three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, to the following addresses (or such other address as either party may designate by written notice to the other party):
If to the Firm:
Theodore Langston Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
Email: tlangston@calderwoodharkness.com
If to the Company:
Rachel Moynihan General Counsel & Corporate Secretary Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
Email: rmoynihan@arborhealth.com
11.5 Counterparts.  This Engagement Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by electronic means, including by email transmission of portable document format (PDF) copies or by electronic signature platforms (e.g., Brightwater Software), and any counterpart so delivered shall be deemed to have the same legal effect as delivery of an original signed counterpart.
11.6 Survival.  The following provisions of this Engagement Letter shall survive the termination, expiration, or completion of the Engagement and this Engagement Letter and shall remain in full force and effect thereafter: Section 4 (Fees and Billing Arrangements, to the extent of any accrued obligations), Section 6 (Confidentiality and Privilege), Section 7 (Document Retention), Section 9 (Limitation of Liability), Section 10 (Governing Law and Dispute Resolution), and this Section 11.6.
12. Acceptance and Countersignature
We are honored to have the opportunity to represent Arbor Health Technologies Inc. in connection with this important milestone transaction. The IPO will be a transformative event for AHT, and we are committed to bringing the full depth of our Capital Markets, Tax, and Corporate Governance practices to bear in support of a successful offering. We look forward to working closely with you, the executive team, and the entire AHT organization throughout the process.
If the foregoing terms are acceptable to the Company, please countersign this Engagement Letter in the space provided below and return one fully executed copy to the undersigned. Please retain one fully executed copy for your records.
With warm regards,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Theodore Langston
Title: Partner, Capital Markets Practice
Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
Date: August 21, 2023
ACKNOWLEDGED AND AGREED
The undersigned, duly authorized to act on behalf of Arbor Health Technologies Inc., hereby acknowledges receipt of this Engagement Letter, confirms that she has read and understands the terms set forth herein, and agrees to be bound by such terms on behalf of the Company.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Rachel Moynihan
Title: General Counsel & Corporate Secretary
Date: ________
Enclosures
The following materials are enclosed with this Engagement Letter and are incorporated by reference herein to the extent indicated:
Schedule A: Firm's Standard Terms of Engagement (incorporated by reference as part of this Engagement Letter)
Schedule B: Current Professional Biographies of Engagement Team Members (Theodore Langston, Vivienne St. Claire, Sylvia Hartwell, Eric Johannsen, Claire Dempsey) (provided for informational purposes only and not incorporated by reference)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This Engagement Letter and all attachments hereto contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.
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.
Attorney | Role | Hourly Rate
Theodore Langston | Partner, Capital Markets | $1,850
Vivienne St. Claire | Partner, Capital Markets | $1,750
Sylvia Hartwell | Partner, Tax | $1,650
Eric Johannsen | Associate, Capital Markets | $975
Claire Dempsey | Associate, Capital Markets | $825

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED

ARBOR HEALTH TECHNOLOGIES INC.

Record

Parties

Dates

Amounts