1010-00004 · Arbor Health Technologies Inc · Engagement & Administration

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CALDERWOOD & HARKNESS LLP

Attorneys at Law One International Place, Suite 4400 Boston, Massachusetts 02110

PRIVILEGED AND CONFIDENTIAL — INTERNAL FIRM USE ONLY

This memorandum is protected by the attorney-client privilege, the work product doctrine, and the firm's internal deliberative process privilege. It is intended solely for use by authorized Calderwood & Harkness LLP personnel in connection with the firm's conflict clearance procedures. Do not distribute externally.

CONFLICT CHECK MEMORANDUM

Date: July 11, 2022

Matter Number: 1010-00004

Client Number: 81-30294

Prepared by: Nadia Petrov, Associate, Labor & Employment

Reviewed and Approved by: Bernard Crawford, Partner, Labor & Employment

Re: Conflict Check — Proposed Representation of Arbor Health Technologies Inc. in Connection with Executive Employment Agreement for Dr. Marcus J. Elliston (Prospective Chief Operating Officer)

I. PURPOSE

This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") by Arbor Health Technologies Inc. ("AHT" or the "Prospective Client") to draft and negotiate a comprehensive executive employment agreement package for Dr. Marcus J. Elliston ("Dr. Elliston"), AHT's prospective Chief Operating Officer. The proposed engagement encompasses the preparation of an executive employment agreement, equity award agreements, a non-competition and non-solicitation agreement, and related ancillary documents.

The conflict check was initiated on July 11, 2022, prior to the execution of any engagement letter and prior to the commencement of any substantive legal work on behalf of AHT. No confidential information from AHT has been received by the Firm beyond the information necessary to conduct this conflict clearance process, and no attorney-client relationship has yet been formed pending the satisfactory completion of this conflict check and execution of the engagement letter.

The conflict check was performed in accordance with Calderwood & Harkness LLP's Internal Conflict Clearance Policies and Procedures Manual (Rev. January 2022) and the applicable provisions of the Massachusetts Rules of Professional Conduct, including without limitation Rules 1.7 (Conflict of Interest: Current Clients), 1.9 (Duties to Former Clients), 1.10 (Imputation of Conflicts of Interest), 1.13 (Organization as Client), and 1.18 (Duties to Prospective Client). This memorandum sets forth the parties searched, the methodology employed, the results obtained, the analysis of any potential issues identified, and the undersigned's recommendation regarding clearance to proceed with the proposed engagement.

II. ENGAGEMENT SUMMARY

The key parameters of the proposed engagement are summarized below:

Prospective Client: Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and headquarters located at 400 Brattle Commerce Park, Suite 1200, Cambridge, Massachusetts 02138. AHT's federal employer identification number is 84-3297461. AHT is a healthcare services and software-as-a-service ("SaaS") company specializing in clinical workflow optimization and population health management solutions.

Nature of Engagement: The Firm has been asked to draft and negotiate a comprehensive executive employment agreement for Dr. Marcus J. Elliston, who has been identified by AHT as its prospective Chief Operating Officer. The scope of the engagement is expected to include the following work streams:

(a) Drafting of the executive employment agreement, including provisions relating to base compensation, annual incentive compensation, signing bonus, benefits, perquisites, term and termination provisions, severance arrangements, and change-in-control protections;

(b) Drafting of equity award agreements, including stock option agreements and restricted stock unit agreements, to be issued under AHT's existing equity incentive plan;

(c) Drafting of a non-competition, non-solicitation, and confidentiality agreement, tailored to comply with the requirements of the Massachusetts Noncompetition Agreement Act (M.G.L. c. 149, § 24L);

(d) Negotiation of all foregoing documents with Dr. Elliston's personal counsel, Fielding & Rowe LLP;

(e) Coordination with AHT's outside corporate counsel, Wentworth & Gage LLP, regarding background corporate documents, including AHT's equity incentive plan, certificate of incorporation, bylaws, and stockholders' agreement; and

(f) Coordination with AHT's compensation consultants and tax advisors as necessary to ensure alignment of the employment package with AHT's compensation philosophy and applicable tax requirements.

Responsible Partner: Bernard Crawford, Partner, Labor & Employment Practice Group, Calderwood & Harkness LLP, Boston Office.

Billing Partner: Renata Vasquez, Partner, Labor & Employment Practice Group, Calderwood & Harkness LLP, Boston Office.

Lead Associate: Devon Archer, Associate, Labor & Employment Practice Group, Calderwood & Harkness LLP, Boston Office.

Working Associate: Nadia Petrov, Associate, Labor & Employment Practice Group, Calderwood & Harkness LLP, Boston Office.

Additional Resources (Anticipated): It is anticipated that the engagement will require the involvement of the following additional Firm attorneys on discrete issues:

• Gregory Tan, Partner, Tax Practice Group, Calderwood & Harkness LLP, Boston Office — to advise on Section 409A compliance, Section 280G golden parachute analysis, and tax-efficient structuring of equity compensation;

• Sandra Okafor, Counsel, Corporate/M&A Practice Group, Calderwood & Harkness LLP, Boston Office — to review AHT's existing equity incentive plan, stockholders' agreement, and governance documents for consistency with the proposed employment terms.

Estimated Fee Range: $85,000–$125,000, subject to the complexity of negotiations and the number of negotiation rounds required. This estimate has been communicated to Aaron Whitfield, AHT's General Counsel and the primary client contact, and will be confirmed in the engagement letter.

Governing Law: Commonwealth of Massachusetts.

III. PARTIES AND RELATED PERSONS SEARCHED

In accordance with the Firm's conflict clearance policies, the following entities and individuals were identified as parties and related persons requiring a search through the Firm's conflict management database. The list below includes all full legal names, entity types, jurisdictions of organization, addresses, and roles in the proposed matter. These parties were identified through preliminary intake discussions with AHT's General Counsel, Aaron Whitfield, and through publicly available information reviewed by the undersigned.

A. Prospective Client and Affiliates

1. Arbor Health Technologies Inc. — A corporation organized under the laws of the State of Delaware; principal place of business at 400 Brattle Commerce Park, Suite 1200, Cambridge, Massachusetts 02138; federal employer identification number 84-3297461. AHT is a healthcare services and SaaS company and is the prospective client in this engagement. AHT is the entity that would enter into the executive employment agreement with Dr. Elliston.

2. Ridgeline Capital Partners, LP — A limited partnership organized under the laws of the State of Delaware; principal office at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116. Ridgeline is a private equity firm and AHT's majority equity sponsor, holding approximately sixty-eight percent (68%) of AHT's outstanding equity through its Fund IV investment vehicle (Ridgeline Capital Partners Fund IV, L.P., a $2.8 billion fund). Thomas R. Glenwood serves as Managing Partner of Ridgeline Capital Partners, LP, and concurrently serves as Chairman of the Board of Directors of AHT. Ridgeline's Board-level consent is required for approval of C-suite compensation arrangements at AHT.

3. Helix Ventures Fund III, LP — A limited partnership organized under the laws of the State of Delaware. Helix Ventures holds approximately fourteen percent (14%) of AHT's outstanding equity as a minority investor. Pursuant to the terms of AHT's stockholders' agreement, Helix Ventures holds certain consent rights with respect to equity issuances above specified thresholds, which may be implicated by the equity awards contemplated for Dr. Elliston.

4. Capitol Registered Agents Inc. — AHT's registered agent in the State of Delaware, with a registered office address at 1209 Orange Street, Wilmington, Delaware 19801. Included in the search for completeness purposes.

B. AHT Officers and Directors

The following individuals are current officers and directors of AHT whose names were searched individually through the Firm's conflict database:

1. Priya Chandrasekaran — Chief Executive Officer, Arbor Health Technologies Inc. Ms. Chandrasekaran is AHT's principal executive officer and will be a counterpart to Dr. Elliston in the organizational structure.

2. Aaron Whitfield — General Counsel, Arbor Health Technologies Inc. Mr. Whitfield is the primary client contact for this engagement and will serve as the principal point of communication between AHT and the Firm on all matters relating to the proposed employment agreement.

3. Lisa Murakami — Chief Human Resources Officer, Arbor Health Technologies Inc. Ms. Murakami is responsible for AHT's human resources function and has been involved in the development of the compensation package parameters for Dr. Elliston's employment.

4. Thomas R. Glenwood — Chairman of the Board of Directors, Arbor Health Technologies Inc.; Managing Partner, Ridgeline Capital Partners, LP. Mr. Glenwood's dual role as AHT Board Chair and Ridgeline Managing Partner has been noted and is addressed in the analysis section of this memorandum.

5. Derek Solano — Chief Financial Officer, Arbor Health Technologies Inc. Mr. Solano oversees AHT's financial operations and will be involved in approving the financial terms of Dr. Elliston's compensation package.

C. Prospective Executive (Counterparty)

1. Dr. Marcus J. Elliston — The prospective Chief Operating Officer of AHT. Dr. Elliston resides at 87 Laurel Hill Road, Wellesley, Massachusetts 02481. He is currently employed as Senior Vice President of Operations at Pinnacle Care Systems, Inc. in Rockville, Maryland, and is expected to resign from that position upon execution of the employment agreement with AHT. Dr. Elliston is the counterparty to the proposed employment agreement, and the Firm will not represent Dr. Elliston in this matter. Dr. Elliston holds a Doctor of Medicine degree and a Master of Business Administration degree, per publicly available biographical information.

D. Executive's Current/Former Employer

1. Pinnacle Care Systems, Inc. — A corporation organized under the laws of the State of Maryland, with its principal offices at 1500 Research Boulevard, Suite 600, Rockville, Maryland 20850. Pinnacle Care is a healthcare information technology company and Dr. Elliston's current employer. Pinnacle Care was searched to determine whether the Firm has any current or prior representation of the entity, or any adverse matters involving it, which could create a conflict or complicate the engagement — particularly given that the non-competition agreement work may require analysis of Dr. Elliston's existing restrictive covenant obligations to Pinnacle Care.

E. Executive's Personal Counsel (Opposing Counsel)

1. Fielding & Rowe LLP — A limited liability partnership organized under the laws of the Commonwealth of Massachusetts, with offices at 101 Federal Street, Suite 2600, Boston, Massachusetts 02110. Fielding & Rowe will serve as personal counsel to Dr. Elliston in the negotiation of the executive employment agreement and related documents and will be the opposing counsel for purposes of this engagement.

2. Catherine A. Fielding — Partner, Fielding & Rowe LLP. Ms. Fielding is the lead attorney representing Dr. Elliston in the employment agreement negotiations.

3. Jonathan M. Pryce — Associate, Fielding & Rowe LLP. Mr. Pryce is the associate attorney assisting Ms. Fielding in the representation of Dr. Elliston.

F. Other Related Parties Searched

1. Wentworth & Gage LLP — A limited liability partnership with offices at 125 High Street, Suite 2800, Boston, Massachusetts 02110. Wentworth & Gage serves as AHT's regular outside corporate counsel and will provide background documents to the Firm in connection with this engagement, including AHT's equity incentive plan, certificate of incorporation, bylaws, stockholders' agreement, and prior executive employment agreements for benchmarking purposes. Wentworth & Gage is not anticipated to be actively involved in the drafting or negotiation of Dr. Elliston's employment agreement but may be consulted on discrete corporate governance questions.

2. Richard D. Gage — Partner, Wentworth & Gage LLP. Mr. Gage is the lead partner on the Wentworth & Gage team responsible for AHT's corporate legal matters.

3. Broadleaf Compensation Advisors LLC — A limited liability company with offices at 300 Atlantic Avenue, Suite 500, Boston, Massachusetts 02210. Broadleaf serves as an executive compensation consultant to AHT and has been retained by AHT's Board of Directors to advise on the competitiveness and structure of Dr. Elliston's compensation package. The Firm may interact with Broadleaf in the course of this engagement.

4. Diane K. Holbrook — Lead Consultant, Broadleaf Compensation Advisors LLC. Ms. Holbrook is the primary consultant assigned to AHT's engagement with Broadleaf.

5. Hargrove & Sinclair CPAs — A certified public accounting firm with offices at 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109. Hargrove & Sinclair serves as AHT's external tax and accounting advisors. The Firm may consult with Hargrove & Sinclair on tax-related aspects of Dr. Elliston's compensation package, including Section 409A compliance and Section 280G analysis.

6. Malcolm R. Sinclair, CPA — Lead Partner, Hargrove & Sinclair CPAs. Mr. Sinclair is the lead partner on the Hargrove & Sinclair team responsible for AHT's tax matters.

IV. CONFLICT DATABASE SEARCH METHODOLOGY

The conflict check was performed on July 11, 2022, using Calderwood & Harkness LLP's firm-wide Conflicts Management System ("CMS"), which is the Firm's integrated database of record for all current clients, former clients, prospective clients, adverse parties, related parties, and other persons and entities associated with matters handled by the Firm across all offices.

The following search methodology was employed:

Search Terms. Searches were conducted using the full legal names of all entities and individuals listed in Section III of this memorandum. In addition to full legal names, the following known short names, trade names, and acronyms were searched:

• "AHT" (for Arbor Health Technologies Inc.)

• "Ridgeline" (for Ridgeline Capital Partners, LP)

• "Ridgeline Fund IV" (for Ridgeline Capital Partners Fund IV, L.P.)

• "Helix Ventures" (for Helix Ventures Fund III, LP)

• "Pinnacle Care" (for Pinnacle Care Systems, Inc.)

• "F&R" and "Fielding Rowe" (for Fielding & Rowe LLP)

• "W&G" and "Wentworth Gage" (for Wentworth & Gage LLP)

• "Broadleaf" (for Broadleaf Compensation Advisors LLC)

• "H&S" and "Hargrove Sinclair" (for Hargrove & Sinclair CPAs)

Scope of Search. The CMS searches covered the following record categories:

(a) All currently open and active client matters across all Firm offices and practice groups;

(b) All closed matters within the Firm's document retention period (matters closed within the past ten years, or within such longer period as the applicable records have been maintained in the system);

(c) All prospective client files, including matters in which the Firm conducted a conflict check or received preliminary confidential information but ultimately declined or was not retained for the engagement;

(d) All adverse party records, including records of parties identified as adverse or potentially adverse in any current or prior Firm matter; and

(e) General counsel and consulting relationships maintained by the Firm.

Name Variations and Phonetic Alternatives. In addition to the specific names and acronyms listed above, the CMS was searched using phonetic alternatives and common variations of each name to capture potential matches that might not appear under an exact-name search. This included searches for partial name strings, transposed name components, and alternate spellings of surnames where applicable (e.g., "Elliston" / "Eliston" / "Elliston"; "Chandrasekaran" / "Chandrasekhar"; "Murakami" / "Murikami"; "Pryce" / "Price").

Cross-Referencing. All search results were cross-referenced against the Firm's current attorney rosters to determine whether any Firm attorney has a personal or financial relationship with any of the searched parties that could give rise to a conflict or an appearance of impropriety under the Massachusetts Rules of Professional Conduct.

The complete printout of the CMS search results is maintained in the conflict clearance file for this matter and is referenced herein as Attachment A. The full list of all search terms used is referenced as Attachment B.

V. SEARCH RESULTS

The results of the conflict database searches for each party and related person are set forth below. Where a search returned results requiring further analysis, those results are described in detail. Where a search returned no results, that finding is noted accordingly.

A. Arbor Health Technologies Inc.

A search of the CMS for "Arbor Health Technologies Inc.," "Arbor Health Technologies," "Arbor Health," and "AHT" returned no results. No prior or current representation of AHT by the Firm was identified. No current or former adverse matters involving AHT were identified. No prospective client intake records involving AHT were identified.

Result: Clear — no conflict.

B. Ridgeline Capital Partners, LP / Thomas R. Glenwood

A search of the CMS for "Ridgeline Capital Partners, LP," "Ridgeline Capital Partners," "Ridgeline," "Ridgeline Fund IV," and "Thomas R. Glenwood" returned results indicating that Ridgeline Capital Partners, LP, and Thomas R. Glenwood appear in the Firm's database in connection with matters handled by the Firm's Corporate/M&A and Private Equity practice groups. Specifically, the following entries were identified:

(i) Matter No. 1010-00004 (Closed) — The Firm's Corporate/M&A practice group represented Ridgeline Capital Partners Fund III, L.P. (a predecessor fund to the current Fund IV vehicle) in connection with a minority investment in an unrelated portfolio company in the financial technology sector. This matter was completed and closed in March 2020. The representation involved no adverse interests vis-à-vis AHT or any other party to the proposed engagement.

(ii) Matter No. 1010-00004 (Closed) — The Firm's Private Equity practice group provided regulatory advice to Ridgeline Capital Partners, LP, in connection with a Hart-Scott-Rodino filing for an unrelated acquisition. This matter was completed and closed in September 2020. The representation involved no adverse interests vis-à-vis AHT or any other party to the proposed engagement.

Both prior representations were reviewed by the undersigned and confirmed to be entirely unrelated to the proposed engagement. Neither representation involved AHT, Dr. Elliston, or any other party to this matter. Neither representation involved any healthcare services or healthcare IT company. The interests of Ridgeline in those prior matters are not materially adverse to the interests of AHT in the proposed engagement; to the contrary, Ridgeline is AHT's majority equity sponsor and its interests are aligned with AHT's interests in attracting and retaining a qualified COO through a competitive employment package. No confidential information obtained in the prior Ridgeline representations could be used to the disadvantage of AHT or any other party to this engagement.

No current open matters involving Ridgeline Capital Partners, LP, or Thomas R. Glenwood were identified. No adverse representations involving Ridgeline or Mr. Glenwood were identified.

Result: Clear — no disqualifying conflict.

C. Helix Ventures Fund III, LP

A search of the CMS for "Helix Ventures Fund III, LP," "Helix Ventures Fund III," "Helix Ventures," and "Helix" returned no results. No prior or current representation of Helix Ventures Fund III, LP, by the Firm was identified. No current or former adverse matters involving Helix Ventures were identified.

Result: Clear — no conflict.

D. Dr. Marcus J. Elliston

A search of the CMS for "Dr. Marcus J. Elliston," "Marcus J. Elliston," "Marcus Elliston," "Elliston," and phonetic alternatives returned no results. No prior or current representation of Dr. Elliston by the Firm was identified. No adverse engagements involving Dr. Elliston were identified. No prospective client intake records involving Dr. Elliston were identified.

Result: Clear — no conflict.

E. Pinnacle Care Systems, Inc.

A search of the CMS for "Pinnacle Care Systems, Inc.," "Pinnacle Care Systems," "Pinnacle Care," and "Pinnacle" returned no results. No current or prior representation of Pinnacle Care Systems, Inc., by the Firm was identified. No adverse matters involving Pinnacle Care were identified.

Result: Clear — no conflict.

F. Fielding & Rowe LLP / Catherine A. Fielding / Jonathan M. Pryce

A search of the CMS for "Fielding & Rowe LLP," "Fielding & Rowe," "Fielding Rowe," "F&R," "Catherine A. Fielding," "Catherine Fielding," "Jonathan M. Pryce," "Jonathan Pryce," and phonetic alternatives returned the following results:

(i) Fielding & Rowe LLP appears in the Firm's system as opposing counsel in approximately seven (7) prior employment-related matters handled by the Firm's Labor & Employment practice group between 2016 and 2021. In each instance, Fielding & Rowe represented individual employees or executives in employment disputes or employment agreement negotiations adverse to clients of Calderwood & Harkness. All seven matters are closed. None of the prior matters involved AHT, Dr. Elliston, or any other party to the proposed engagement.

(ii) Catherine A. Fielding is identified in the Firm's records as lead counsel for the opposing party in three (3) of the seven prior matters referenced above. Jonathan M. Pryce does not appear in the Firm's records in connection with any prior matter.

A review of the seven prior matters confirmed that no current matter exists in which Calderwood & Harkness represents a client who would be adversely affected by the Firm's engagement by AHT in this matter, or in which Fielding & Rowe represents a client adverse to AHT. The relationship between Calderwood & Harkness and Fielding & Rowe is that of opposing counsel in discrete employment matters — a routine and expected dynamic in the employment law practice area — and does not give rise to any conflict of interest.

No individual conflicts were identified for Catherine A. Fielding or Jonathan M. Pryce.

Result: Clear — no disqualifying conflict.

G. Wentworth & Gage LLP / Richard D. Gage

A search of the CMS for "Wentworth & Gage LLP," "Wentworth & Gage," "Wentworth Gage," "W&G," "Richard D. Gage," and "Richard Gage" returned results indicating that Wentworth & Gage LLP has appeared in the Firm's database as co-counsel or referral source in approximately four (4) prior matters. In each instance, Wentworth & Gage and Calderwood & Harkness represented the same client or worked in a collaborative capacity. No adverse relationship between the Firm and Wentworth & Gage was identified. Richard D. Gage appears in the Firm's records in connection with two (2) of those collaborative matters.

The proposed engagement contemplates that Wentworth & Gage will provide background corporate documents to Calderwood & Harkness and may be consulted on discrete corporate governance questions. This is consistent with the cooperative, non-adversarial relationship reflected in the Firm's prior records. No conflicts arise from this coordination.

Result: Clear — no conflict.

H. Broadleaf Compensation Advisors LLC / Diane K. Holbrook

A search of the CMS for "Broadleaf Compensation Advisors LLC," "Broadleaf Compensation Advisors," "Broadleaf," "Diane K. Holbrook," and "Diane Holbrook" returned no results. No prior engagement with, representation of, or adverse matter involving Broadleaf Compensation Advisors LLC or Diane K. Holbrook was identified.

Result: Clear — no conflict.

I. Hargrove & Sinclair CPAs / Malcolm R. Sinclair

A search of the CMS for "Hargrove & Sinclair CPAs," "Hargrove & Sinclair," "Hargrove Sinclair," "H&S," "Malcolm R. Sinclair," and "Malcolm Sinclair" returned no results. No prior engagement with, representation of, or adverse matter involving Hargrove & Sinclair CPAs or Malcolm R. Sinclair was identified.

Result: Clear — no conflict.

J. Capitol Registered Agents Inc.

A search of the CMS for "Capitol Registered Agents Inc.," "Capitol Registered Agents," and "Capitol Registered" returned no results. No conflicts were identified.

Result: Clear — no conflict.

K. AHT Officers (Chandrasekaran, Whitfield, Murakami, Solano)

Individual searches were conducted for each of the following AHT officers:

• "Priya Chandrasekaran" and "Chandrasekaran" — no results;

• "Aaron Whitfield" and "Whitfield" — no results relevant to this individual (common surname returned unrelated entries which were reviewed and confirmed to involve different individuals);

• "Lisa Murakami" and "Murakami" — no results;

• "Derek Solano" and "Solano" — no results.

No prior representations, adverse matters, or other conflicts were identified for any of the AHT officers listed above.

Result: Clear — no conflict for any individual.

VI. ANALYSIS OF POTENTIAL ISSUES

Although the conflict database searches returned no disqualifying conflicts, the undersigned has identified the following potential issues that warrant attention in connection with the engagement and should be addressed in the engagement letter and throughout the course of the representation.

A. Representation Scope and Role Clarity

Calderwood & Harkness will represent AHT (the Company) in this engagement and will not represent Dr. Marcus J. Elliston individually. This distinction is critical and must be made explicit in all communications with AHT, Dr. Elliston, and Fielding & Rowe LLP.

Dr. Elliston is represented by his own personal counsel, Catherine A. Fielding of Fielding & Rowe LLP. No attorney-client relationship between Calderwood & Harkness and Dr. Elliston will be formed at any point during this engagement. The engagement letter should contain a clear statement that the Firm represents only AHT and does not represent, and will not be deemed to represent, Dr. Elliston or any other individual in connection with this matter.

Furthermore, during the course of negotiations, Firm attorneys should be careful to direct all substantive communications regarding the terms of Dr. Elliston's employment agreement to Ms. Fielding or Mr. Pryce at Fielding & Rowe LLP, rather than to Dr. Elliston directly, to avoid any risk of creating an implied attorney-client relationship or any appearance of impropriety.

B. Ridgeline Capital Partners Considerations

Ridgeline Capital Partners, LP, as AHT's majority equity sponsor holding approximately sixty-eight percent (68%) of AHT's outstanding equity, exercises significant influence over AHT's corporate governance and strategic decisions, including approval authority over C-suite compensation arrangements. Thomas R. Glenwood occupies a dual role as both AHT Board Chair and Ridgeline Managing Partner, which creates a potential for confusion regarding the identity of the Firm's client.

The following considerations are noted:

(i) Client Identity. Calderwood & Harkness's client in this engagement is AHT, the corporate entity, and not Ridgeline Capital Partners, LP, individually or in its capacity as AHT's equity sponsor. The engagement letter should clearly identify AHT as the sole client and should state that the Firm does not represent Ridgeline, any Ridgeline fund, or any Ridgeline principal in connection with this engagement. This clarification is particularly important given the Firm's prior representations of Ridgeline in unrelated matters (see Section V.B above), which could otherwise create entity confusion.

(ii) Dual Role of Thomas R. Glenwood. Mr. Glenwood's dual role as AHT Board Chair and Ridgeline Managing Partner does not, in itself, give rise to a conflict of interest, as Ridgeline's interests as AHT's majority equity sponsor are generally aligned with AHT's interest in attracting and retaining a qualified COO. However, the engagement team should be mindful that Mr. Glenwood may, at times, communicate with the Firm in his capacity as AHT Board Chair and, at other times, in his capacity as Ridgeline Managing Partner. All communications with Mr. Glenwood should be conducted through or in coordination with AHT's General Counsel, Aaron Whitfield, to ensure that the scope of the attorney-client relationship remains clearly delineated.

(iii) Prior Ridgeline Representations. The Firm's two prior representations of Ridgeline (Matter Nos. 1010-00004 and 1010-00004) were reviewed and confirmed to be unrelated to the proposed engagement. No confidential information obtained in those representations is relevant to, or could be used in connection with, the AHT engagement. No successive client conflict exists under Mass. R. Prof. C. 1.9. The prior representations do not preclude the Firm from representing AHT in this matter, nor do they create any obligation to treat Ridgeline as a current client for conflict-checking purposes, as both prior engagements are closed.

C. Helix Ventures Fund III, LP Considerations

Helix Ventures Fund III, LP, holds approximately fourteen percent (14%) of AHT's outstanding equity as a minority investor and possesses certain consent rights with respect to equity issuances above specified thresholds. If the equity awards to be granted to Dr. Elliston trigger Helix Ventures' consent rights under AHT's stockholders' agreement, Helix Ventures may need to be consulted during the course of the engagement.

The Firm has no prior or current representation of Helix Ventures and no adverse matters involving Helix Ventures. No conflict of interest exists. The Firm would not represent Helix Ventures in connection with any consent process; such matters would be coordinated by AHT's General Counsel and its outside corporate counsel at Wentworth & Gage LLP.

No direct representation relationship exists between the Firm and Helix Ventures, and no conflict has been identified.

D. Wentworth & Gage LLP Coordination

Wentworth & Gage LLP serves as AHT's regular outside corporate counsel and will provide background documents to the Firm in connection with this engagement, including AHT's equity incentive plan, certificate of incorporation, bylaws, stockholders' agreement, and prior executive employment agreements. Calderwood & Harkness is engaged for specialized labor and employment work that falls outside the scope of Wentworth & Gage's ongoing corporate representation of AHT.

The Firm's role is complementary to, and does not overlap with, Wentworth & Gage's corporate representation. There is no territorial or professional conflict between the two firms. The Firm's prior collaborative engagements with Wentworth & Gage (see Section V.G above) confirm a positive working relationship. All coordination between the two firms will be managed through AHT's General Counsel, Aaron Whitfield, as the single point of contact, to ensure efficient communication and to avoid any duplication of effort.

No conflict or other issue arises from the anticipated coordination with Wentworth & Gage LLP.

VII. CONCLUSION AND RECOMMENDATION

All conflict searches have been completed as of July 11, 2022, in accordance with Calderwood & Harkness LLP's Internal Conflict Clearance Policies and Procedures Manual and applicable provisions of the Massachusetts Rules of Professional Conduct. A total of twenty-four (24) entities and individuals were searched through the Firm's Conflicts Management System, as detailed in Section III of this memorandum. The search methodology employed full legal names, short names, acronyms, and phonetic alternatives to ensure comprehensive coverage.

No disqualifying conflicts of interest have been identified under Massachusetts Rules of Professional Conduct 1.7, 1.9, 1.10, 1.13, or 1.18. The two prior representations of Ridgeline Capital Partners, LP, in unrelated matters (both closed) do not give rise to a concurrent or successive client conflict and do not preclude the Firm from undertaking the proposed engagement. The appearance of Fielding & Rowe LLP as opposing counsel in prior, unrelated employment matters does not create a conflict.

The potential issues identified in Section VI of this memorandum — specifically, the need for clear articulation of client identity, the clarification that the Firm does not represent Dr. Elliston or Ridgeline individually, and the management of communications involving Thomas R. Glenwood's dual role — are operational and risk-management considerations that should be addressed in the engagement letter and through appropriate protocols during the course of the representation. None of these issues constitutes a disqualifying conflict of interest.

Based on the foregoing analysis, the Firm is cleared to proceed with the engagement of Arbor Health Technologies Inc. for the drafting and negotiation of the executive employment agreement package for Dr. Marcus J. Elliston.

The engagement letter, incorporating the client identity clarifications and scope limitations discussed herein, is to be circulated to Aaron Whitfield, General Counsel of AHT, for review and execution. The anticipated execution date for the engagement letter is July 13, 2022.

Upon execution of the engagement letter, the engagement team may commence substantive work on the matter under Matter Number 1010-00004 and Client Number 81-30294.

VIII. APPROVALS

Prepared by:

________________________________________

Nadia Petrov Associate, Labor & Employment Practice Group Calderwood & Harkness LLP

Date: July 11, 2022

Reviewed and Approved by:

________________________________________

Bernard Crawford Partner, Labor & Employment Practice Group Calderwood & Harkness LLP

Date: July 11, 2022

General Counsel's Office Clearance:

________________________________________

Office of the General Counsel Calderwood & Harkness LLP Conflicts Committee Clearance Granted

Date: ________

IX. ATTACHMENTS

The following attachments are referenced in this memorandum and are maintained in the conflict clearance file for Matter Number 1010-00004. They are not reproduced within the body of this memorandum.

Attachment A: Printout of Conflict Database Search Results — Complete printout of all CMS search results generated on July 11, 2022, including all entries returned for each search term, match confidence scores, and disposition notes. The printout comprises forty-three (43) pages and is maintained in the physical conflict clearance file and in the Firm's electronic document management system under document identification number CMS-2022-04718-A.

Attachment B: List of All Search Terms Used — A comprehensive list of all search terms, name variations, acronyms, and phonetic alternatives entered into the CMS in connection with this conflict check. The list comprises three (3) pages and is maintained in the physical conflict clearance file and in the Firm's electronic document management system under document identification number CMS-2022-04718-B.

END OF MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — INTERNAL FIRM USE ONLY. This memorandum is the property of Calderwood & Harkness LLP and is subject to the attorney-client privilege and the work product doctrine. Unauthorized reproduction, distribution, or disclosure of this memorandum or its contents is strictly prohibited. If you have received this memorandum in error, please notify the Office of the General Counsel of Calderwood & Harkness LLP immediately.

CALDERWOOD & HARKNESS LLP
Attorneys at Law One International Place, Suite 4400 Boston, Massachusetts 02110
PRIVILEGED AND CONFIDENTIAL — INTERNAL FIRM USE ONLY
This memorandum is protected by the attorney-client privilege, the work product doctrine, and the firm's internal deliberative process privilege. It is intended solely for use by authorized Calderwood & Harkness LLP personnel in connection with the firm's conflict clearance procedures. Do not distribute externally.
CONFLICT CHECK MEMORANDUM
Date: July 11, 2022
Matter Number: 1010-00004
Client Number: 81-30294
Prepared by: Nadia Petrov, Associate, Labor & Employment
Reviewed and Approved by: Bernard Crawford, Partner, Labor & Employment
Re: Conflict Check — Proposed Representation of Arbor Health Technologies Inc. in Connection with Executive Employment Agreement for Dr. Marcus J. Elliston (Prospective Chief Operating Officer)
I. PURPOSE
This memorandum documents the results of the conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "Calderwood & Harkness") by Arbor Health Technologies Inc. ("AHT" or the "Prospective Client") to draft and negotiate a comprehensive executive employment agreement package for Dr. Marcus J. Elliston ("Dr. Elliston"), AHT's prospective Chief Operating Officer. The proposed engagement encompasses the preparation of an executive employment agreement, equity award agreements, a non-competition and non-solicitation agreement, and related ancillary documents.
The conflict check was initiated on July 11, 2022, prior to the execution of any engagement letter and prior to the commencement of any substantive legal work on behalf of AHT. No confidential information from AHT has been received by the Firm beyond the information necessary to conduct this conflict clearance process, and no attorney-client relationship has yet been formed pending the satisfactory completion of this conflict check and execution of the engagement letter.
The conflict check was performed in accordance with Calderwood & Harkness LLP's Internal Conflict Clearance Policies and Procedures Manual (Rev. January 2022) and the applicable provisions of the Massachusetts Rules of Professional Conduct, including without limitation Rules 1.7 (Conflict of Interest: Current Clients), 1.9 (Duties to Former Clients), 1.10 (Imputation of Conflicts of Interest), 1.13 (Organization as Client), and 1.18 (Duties to Prospective Client). This memorandum sets forth the parties searched, the methodology employed, the results obtained, the analysis of any potential issues identified, and the undersigned's recommendation regarding clearance to proceed with the proposed engagement.
II. ENGAGEMENT SUMMARY
The key parameters of the proposed engagement are summarized below:
Prospective Client: Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and headquarters located at 400 Brattle Commerce Park, Suite 1200, Cambridge, Massachusetts 02138. AHT's federal employer identification number is 84-3297461. AHT is a healthcare services and software-as-a-service ("SaaS") company specializing in clinical workflow optimization and population health management solutions.
Nature of Engagement: The Firm has been asked to draft and negotiate a comprehensive executive employment agreement for Dr. Marcus J. Elliston, who has been identified by AHT as its prospective Chief Operating Officer. The scope of the engagement is expected to include the following work streams:
(a) Drafting of the executive employment agreement, including provisions relating to base compensation, annual incentive compensation, signing bonus, benefits, perquisites, term and termination provisions, severance arrangements, and change-in-control protections;
(b) Drafting of equity award agreements, including stock option agreements and restricted stock unit agreements, to be issued under AHT's existing equity incentive plan;
(c) Drafting of a non-competition, non-solicitation, and confidentiality agreement, tailored to comply with the requirements of the Massachusetts Noncompetition Agreement Act (M.G.L. c. 149, § 24L);
(d) Negotiation of all foregoing documents with Dr. Elliston's personal counsel, Fielding & Rowe LLP;
(e) Coordination with AHT's outside corporate counsel, Wentworth & Gage LLP, regarding background corporate documents, including AHT's equity incentive plan, certificate of incorporation, bylaws, and stockholders' agreement; and
(f) Coordination with AHT's compensation consultants and tax advisors as necessary to ensure alignment of the employment package with AHT's compensation philosophy and applicable tax requirements.
Responsible Partner: Bernard Crawford, Partner, Labor & Employment Practice Group, Calderwood & Harkness LLP, Boston Office.
Billing Partner: Renata Vasquez, Partner, Labor & Employment Practice Group, Calderwood & Harkness LLP, Boston Office.
Lead Associate: Devon Archer, Associate, Labor & Employment Practice Group, Calderwood & Harkness LLP, Boston Office.
Working Associate: Nadia Petrov, Associate, Labor & Employment Practice Group, Calderwood & Harkness LLP, Boston Office.
Additional Resources (Anticipated): It is anticipated that the engagement will require the involvement of the following additional Firm attorneys on discrete issues:
•  Gregory Tan, Partner, Tax Practice Group, Calderwood & Harkness LLP, Boston Office — to advise on Section 409A compliance, Section 280G golden parachute analysis, and tax-efficient structuring of equity compensation;
•  Sandra Okafor, Counsel, Corporate/M&A Practice Group, Calderwood & Harkness LLP, Boston Office — to review AHT's existing equity incentive plan, stockholders' agreement, and governance documents for consistency with the proposed employment terms.
Estimated Fee Range: $85,000–$125,000, subject to the complexity of negotiations and the number of negotiation rounds required. This estimate has been communicated to Aaron Whitfield, AHT's General Counsel and the primary client contact, and will be confirmed in the engagement letter.
Governing Law: Commonwealth of Massachusetts.
III. PARTIES AND RELATED PERSONS SEARCHED
In accordance with the Firm's conflict clearance policies, the following entities and individuals were identified as parties and related persons requiring a search through the Firm's conflict management database. The list below includes all full legal names, entity types, jurisdictions of organization, addresses, and roles in the proposed matter. These parties were identified through preliminary intake discussions with AHT's General Counsel, Aaron Whitfield, and through publicly available information reviewed by the undersigned.
A. Prospective Client and Affiliates
1.  Arbor Health Technologies Inc. — A corporation organized under the laws of the State of Delaware; principal place of business at 400 Brattle Commerce Park, Suite 1200, Cambridge, Massachusetts 02138; federal employer identification number 84-3297461. AHT is a healthcare services and SaaS company and is the prospective client in this engagement. AHT is the entity that would enter into the executive employment agreement with Dr. Elliston.
2.  Ridgeline Capital Partners, LP — A limited partnership organized under the laws of the State of Delaware; principal office at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116. Ridgeline is a private equity firm and AHT's majority equity sponsor, holding approximately sixty-eight percent (68%) of AHT's outstanding equity through its Fund IV investment vehicle (Ridgeline Capital Partners Fund IV, L.P., a $2.8 billion fund). Thomas R. Glenwood serves as Managing Partner of Ridgeline Capital Partners, LP, and concurrently serves as Chairman of the Board of Directors of AHT. Ridgeline's Board-level consent is required for approval of C-suite compensation arrangements at AHT.
3.  Helix Ventures Fund III, LP — A limited partnership organized under the laws of the State of Delaware. Helix Ventures holds approximately fourteen percent (14%) of AHT's outstanding equity as a minority investor. Pursuant to the terms of AHT's stockholders' agreement, Helix Ventures holds certain consent rights with respect to equity issuances above specified thresholds, which may be implicated by the equity awards contemplated for Dr. Elliston.
4.  Capitol Registered Agents Inc. — AHT's registered agent in the State of Delaware, with a registered office address at 1209 Orange Street, Wilmington, Delaware 19801. Included in the search for completeness purposes.
B. AHT Officers and Directors
The following individuals are current officers and directors of AHT whose names were searched individually through the Firm's conflict database:
1.  Priya Chandrasekaran — Chief Executive Officer, Arbor Health Technologies Inc. Ms. Chandrasekaran is AHT's principal executive officer and will be a counterpart to Dr. Elliston in the organizational structure.
2.  Aaron Whitfield — General Counsel, Arbor Health Technologies Inc. Mr. Whitfield is the primary client contact for this engagement and will serve as the principal point of communication between AHT and the Firm on all matters relating to the proposed employment agreement.
3.  Lisa Murakami — Chief Human Resources Officer, Arbor Health Technologies Inc. Ms. Murakami is responsible for AHT's human resources function and has been involved in the development of the compensation package parameters for Dr. Elliston's employment.
4.  Thomas R. Glenwood — Chairman of the Board of Directors, Arbor Health Technologies Inc.; Managing Partner, Ridgeline Capital Partners, LP. Mr. Glenwood's dual role as AHT Board Chair and Ridgeline Managing Partner has been noted and is addressed in the analysis section of this memorandum.
5.  Derek Solano — Chief Financial Officer, Arbor Health Technologies Inc. Mr. Solano oversees AHT's financial operations and will be involved in approving the financial terms of Dr. Elliston's compensation package.
C. Prospective Executive (Counterparty)
1.  Dr. Marcus J. Elliston — The prospective Chief Operating Officer of AHT. Dr. Elliston resides at 87 Laurel Hill Road, Wellesley, Massachusetts 02481. He is currently employed as Senior Vice President of Operations at Pinnacle Care Systems, Inc. in Rockville, Maryland, and is expected to resign from that position upon execution of the employment agreement with AHT. Dr. Elliston is the counterparty to the proposed employment agreement, and the Firm will not represent Dr. Elliston in this matter. Dr. Elliston holds a Doctor of Medicine degree and a Master of Business Administration degree, per publicly available biographical information.
D. Executive's Current/Former Employer
1.  Pinnacle Care Systems, Inc. — A corporation organized under the laws of the State of Maryland, with its principal offices at 1500 Research Boulevard, Suite 600, Rockville, Maryland 20850. Pinnacle Care is a healthcare information technology company and Dr. Elliston's current employer. Pinnacle Care was searched to determine whether the Firm has any current or prior representation of the entity, or any adverse matters involving it, which could create a conflict or complicate the engagement — particularly given that the non-competition agreement work may require analysis of Dr. Elliston's existing restrictive covenant obligations to Pinnacle Care.
E. Executive's Personal Counsel (Opposing Counsel)
1.  Fielding & Rowe LLP — A limited liability partnership organized under the laws of the Commonwealth of Massachusetts, with offices at 101 Federal Street, Suite 2600, Boston, Massachusetts 02110. Fielding & Rowe will serve as personal counsel to Dr. Elliston in the negotiation of the executive employment agreement and related documents and will be the opposing counsel for purposes of this engagement.
2.  Catherine A. Fielding — Partner, Fielding & Rowe LLP. Ms. Fielding is the lead attorney representing Dr. Elliston in the employment agreement negotiations.
3.  Jonathan M. Pryce — Associate, Fielding & Rowe LLP. Mr. Pryce is the associate attorney assisting Ms. Fielding in the representation of Dr. Elliston.
F. Other Related Parties Searched
1.  Wentworth & Gage LLP — A limited liability partnership with offices at 125 High Street, Suite 2800, Boston, Massachusetts 02110. Wentworth & Gage serves as AHT's regular outside corporate counsel and will provide background documents to the Firm in connection with this engagement, including AHT's equity incentive plan, certificate of incorporation, bylaws, stockholders' agreement, and prior executive employment agreements for benchmarking purposes. Wentworth & Gage is not anticipated to be actively involved in the drafting or negotiation of Dr. Elliston's employment agreement but may be consulted on discrete corporate governance questions.
2.  Richard D. Gage — Partner, Wentworth & Gage LLP. Mr. Gage is the lead partner on the Wentworth & Gage team responsible for AHT's corporate legal matters.
3.  Broadleaf Compensation Advisors LLC — A limited liability company with offices at 300 Atlantic Avenue, Suite 500, Boston, Massachusetts 02210. Broadleaf serves as an executive compensation consultant to AHT and has been retained by AHT's Board of Directors to advise on the competitiveness and structure of Dr. Elliston's compensation package. The Firm may interact with Broadleaf in the course of this engagement.
4.  Diane K. Holbrook — Lead Consultant, Broadleaf Compensation Advisors LLC. Ms. Holbrook is the primary consultant assigned to AHT's engagement with Broadleaf.
5.  Hargrove & Sinclair CPAs — A certified public accounting firm with offices at 75 Ashbury Asset Advisors, Suite 1400, Boston, Massachusetts 02109. Hargrove & Sinclair serves as AHT's external tax and accounting advisors. The Firm may consult with Hargrove & Sinclair on tax-related aspects of Dr. Elliston's compensation package, including Section 409A compliance and Section 280G analysis.
6.  Malcolm R. Sinclair, CPA — Lead Partner, Hargrove & Sinclair CPAs. Mr. Sinclair is the lead partner on the Hargrove & Sinclair team responsible for AHT's tax matters.
IV. CONFLICT DATABASE SEARCH METHODOLOGY
The conflict check was performed on July 11, 2022, using Calderwood & Harkness LLP's firm-wide Conflicts Management System ("CMS"), which is the Firm's integrated database of record for all current clients, former clients, prospective clients, adverse parties, related parties, and other persons and entities associated with matters handled by the Firm across all offices.
The following search methodology was employed:
Search Terms. Searches were conducted using the full legal names of all entities and individuals listed in Section III of this memorandum. In addition to full legal names, the following known short names, trade names, and acronyms were searched:
•  "AHT" (for Arbor Health Technologies Inc.)
•  "Ridgeline" (for Ridgeline Capital Partners, LP)
•  "Ridgeline Fund IV" (for Ridgeline Capital Partners Fund IV, L.P.)
•  "Helix Ventures" (for Helix Ventures Fund III, LP)
•  "Pinnacle Care" (for Pinnacle Care Systems, Inc.)
•  "F&R" and "Fielding Rowe" (for Fielding & Rowe LLP)
•  "W&G" and "Wentworth Gage" (for Wentworth & Gage LLP)
•  "Broadleaf" (for Broadleaf Compensation Advisors LLC)
•  "H&S" and "Hargrove Sinclair" (for Hargrove & Sinclair CPAs)
Scope of Search. The CMS searches covered the following record categories:
(a) All currently open and active client matters across all Firm offices and practice groups;
(b) All closed matters within the Firm's document retention period (matters closed within the past ten years, or within such longer period as the applicable records have been maintained in the system);
(c) All prospective client files, including matters in which the Firm conducted a conflict check or received preliminary confidential information but ultimately declined or was not retained for the engagement;
(d) All adverse party records, including records of parties identified as adverse or potentially adverse in any current or prior Firm matter; and
(e) General counsel and consulting relationships maintained by the Firm.
Name Variations and Phonetic Alternatives. In addition to the specific names and acronyms listed above, the CMS was searched using phonetic alternatives and common variations of each name to capture potential matches that might not appear under an exact-name search. This included searches for partial name strings, transposed name components, and alternate spellings of surnames where applicable (e.g., "Elliston" / "Eliston" / "Elliston"; "Chandrasekaran" / "Chandrasekhar"; "Murakami" / "Murikami"; "Pryce" / "Price").
Cross-Referencing. All search results were cross-referenced against the Firm's current attorney rosters to determine whether any Firm attorney has a personal or financial relationship with any of the searched parties that could give rise to a conflict or an appearance of impropriety under the Massachusetts Rules of Professional Conduct.
The complete printout of the CMS search results is maintained in the conflict clearance file for this matter and is referenced herein as Attachment A. The full list of all search terms used is referenced as Attachment B.
V. SEARCH RESULTS
The results of the conflict database searches for each party and related person are set forth below. Where a search returned results requiring further analysis, those results are described in detail. Where a search returned no results, that finding is noted accordingly.
A. Arbor Health Technologies Inc.
A search of the CMS for "Arbor Health Technologies Inc.," "Arbor Health Technologies," "Arbor Health," and "AHT" returned no results. No prior or current representation of AHT by the Firm was identified. No current or former adverse matters involving AHT were identified. No prospective client intake records involving AHT were identified.
Result: Clear — no conflict.
B. Ridgeline Capital Partners, LP / Thomas R. Glenwood
A search of the CMS for "Ridgeline Capital Partners, LP," "Ridgeline Capital Partners," "Ridgeline," "Ridgeline Fund IV," and "Thomas R. Glenwood" returned results indicating that Ridgeline Capital Partners, LP, and Thomas R. Glenwood appear in the Firm's database in connection with matters handled by the Firm's Corporate/M&A and Private Equity practice groups. Specifically, the following entries were identified:
(i) Matter No. 1010-00004 (Closed) — The Firm's Corporate/M&A practice group represented Ridgeline Capital Partners Fund III, L.P. (a predecessor fund to the current Fund IV vehicle) in connection with a minority investment in an unrelated portfolio company in the financial technology sector. This matter was completed and closed in March 2020. The representation involved no adverse interests vis-à-vis AHT or any other party to the proposed engagement.
(ii) Matter No. 1010-00004 (Closed) — The Firm's Private Equity practice group provided regulatory advice to Ridgeline Capital Partners, LP, in connection with a Hart-Scott-Rodino filing for an unrelated acquisition. This matter was completed and closed in September 2020. The representation involved no adverse interests vis-à-vis AHT or any other party to the proposed engagement.
Both prior representations were reviewed by the undersigned and confirmed to be entirely unrelated to the proposed engagement. Neither representation involved AHT, Dr. Elliston, or any other party to this matter. Neither representation involved any healthcare services or healthcare IT company. The interests of Ridgeline in those prior matters are not materially adverse to the interests of AHT in the proposed engagement; to the contrary, Ridgeline is AHT's majority equity sponsor and its interests are aligned with AHT's interests in attracting and retaining a qualified COO through a competitive employment package. No confidential information obtained in the prior Ridgeline representations could be used to the disadvantage of AHT or any other party to this engagement.
No current open matters involving Ridgeline Capital Partners, LP, or Thomas R. Glenwood were identified. No adverse representations involving Ridgeline or Mr. Glenwood were identified.
Result: Clear — no disqualifying conflict.
C. Helix Ventures Fund III, LP
A search of the CMS for "Helix Ventures Fund III, LP," "Helix Ventures Fund III," "Helix Ventures," and "Helix" returned no results. No prior or current representation of Helix Ventures Fund III, LP, by the Firm was identified. No current or former adverse matters involving Helix Ventures were identified.
Result: Clear — no conflict.
D. Dr. Marcus J. Elliston
A search of the CMS for "Dr. Marcus J. Elliston," "Marcus J. Elliston," "Marcus Elliston," "Elliston," and phonetic alternatives returned no results. No prior or current representation of Dr. Elliston by the Firm was identified. No adverse engagements involving Dr. Elliston were identified. No prospective client intake records involving Dr. Elliston were identified.
Result: Clear — no conflict.
E. Pinnacle Care Systems, Inc.
A search of the CMS for "Pinnacle Care Systems, Inc.," "Pinnacle Care Systems," "Pinnacle Care," and "Pinnacle" returned no results. No current or prior representation of Pinnacle Care Systems, Inc., by the Firm was identified. No adverse matters involving Pinnacle Care were identified.
Result: Clear — no conflict.
F. Fielding & Rowe LLP / Catherine A. Fielding / Jonathan M. Pryce
A search of the CMS for "Fielding & Rowe LLP," "Fielding & Rowe," "Fielding Rowe," "F&R," "Catherine A. Fielding," "Catherine Fielding," "Jonathan M. Pryce," "Jonathan Pryce," and phonetic alternatives returned the following results:
(i) Fielding & Rowe LLP appears in the Firm's system as opposing counsel in approximately seven (7) prior employment-related matters handled by the Firm's Labor & Employment practice group between 2016 and 2021. In each instance, Fielding & Rowe represented individual employees or executives in employment disputes or employment agreement negotiations adverse to clients of Calderwood & Harkness. All seven matters are closed. None of the prior matters involved AHT, Dr. Elliston, or any other party to the proposed engagement.
(ii) Catherine A. Fielding is identified in the Firm's records as lead counsel for the opposing party in three (3) of the seven prior matters referenced above. Jonathan M. Pryce does not appear in the Firm's records in connection with any prior matter.
A review of the seven prior matters confirmed that no current matter exists in which Calderwood & Harkness represents a client who would be adversely affected by the Firm's engagement by AHT in this matter, or in which Fielding & Rowe represents a client adverse to AHT. The relationship between Calderwood & Harkness and Fielding & Rowe is that of opposing counsel in discrete employment matters — a routine and expected dynamic in the employment law practice area — and does not give rise to any conflict of interest.
No individual conflicts were identified for Catherine A. Fielding or Jonathan M. Pryce.
Result: Clear — no disqualifying conflict.
G. Wentworth & Gage LLP / Richard D. Gage
A search of the CMS for "Wentworth & Gage LLP," "Wentworth & Gage," "Wentworth Gage," "W&G," "Richard D. Gage," and "Richard Gage" returned results indicating that Wentworth & Gage LLP has appeared in the Firm's database as co-counsel or referral source in approximately four (4) prior matters. In each instance, Wentworth & Gage and Calderwood & Harkness represented the same client or worked in a collaborative capacity. No adverse relationship between the Firm and Wentworth & Gage was identified. Richard D. Gage appears in the Firm's records in connection with two (2) of those collaborative matters.
The proposed engagement contemplates that Wentworth & Gage will provide background corporate documents to Calderwood & Harkness and may be consulted on discrete corporate governance questions. This is consistent with the cooperative, non-adversarial relationship reflected in the Firm's prior records. No conflicts arise from this coordination.
Result: Clear — no conflict.
H. Broadleaf Compensation Advisors LLC / Diane K. Holbrook
A search of the CMS for "Broadleaf Compensation Advisors LLC," "Broadleaf Compensation Advisors," "Broadleaf," "Diane K. Holbrook," and "Diane Holbrook" returned no results. No prior engagement with, representation of, or adverse matter involving Broadleaf Compensation Advisors LLC or Diane K. Holbrook was identified.
Result: Clear — no conflict.
I. Hargrove & Sinclair CPAs / Malcolm R. Sinclair
A search of the CMS for "Hargrove & Sinclair CPAs," "Hargrove & Sinclair," "Hargrove Sinclair," "H&S," "Malcolm R. Sinclair," and "Malcolm Sinclair" returned no results. No prior engagement with, representation of, or adverse matter involving Hargrove & Sinclair CPAs or Malcolm R. Sinclair was identified.
Result: Clear — no conflict.
J. Capitol Registered Agents Inc.
A search of the CMS for "Capitol Registered Agents Inc.," "Capitol Registered Agents," and "Capitol Registered" returned no results. No conflicts were identified.
Result: Clear — no conflict.
K. AHT Officers (Chandrasekaran, Whitfield, Murakami, Solano)
Individual searches were conducted for each of the following AHT officers:
•  "Priya Chandrasekaran" and "Chandrasekaran" — no results;
•  "Aaron Whitfield" and "Whitfield" — no results relevant to this individual (common surname returned unrelated entries which were reviewed and confirmed to involve different individuals);
•  "Lisa Murakami" and "Murakami" — no results;
•  "Derek Solano" and "Solano" — no results.
No prior representations, adverse matters, or other conflicts were identified for any of the AHT officers listed above.
Result: Clear — no conflict for any individual.
VI. ANALYSIS OF POTENTIAL ISSUES
Although the conflict database searches returned no disqualifying conflicts, the undersigned has identified the following potential issues that warrant attention in connection with the engagement and should be addressed in the engagement letter and throughout the course of the representation.
A. Representation Scope and Role Clarity
Calderwood & Harkness will represent AHT (the Company) in this engagement and will not represent Dr. Marcus J. Elliston individually. This distinction is critical and must be made explicit in all communications with AHT, Dr. Elliston, and Fielding & Rowe LLP.
Dr. Elliston is represented by his own personal counsel, Catherine A. Fielding of Fielding & Rowe LLP. No attorney-client relationship between Calderwood & Harkness and Dr. Elliston will be formed at any point during this engagement. The engagement letter should contain a clear statement that the Firm represents only AHT and does not represent, and will not be deemed to represent, Dr. Elliston or any other individual in connection with this matter.
Furthermore, during the course of negotiations, Firm attorneys should be careful to direct all substantive communications regarding the terms of Dr. Elliston's employment agreement to Ms. Fielding or Mr. Pryce at Fielding & Rowe LLP, rather than to Dr. Elliston directly, to avoid any risk of creating an implied attorney-client relationship or any appearance of impropriety.
B. Ridgeline Capital Partners Considerations
Ridgeline Capital Partners, LP, as AHT's majority equity sponsor holding approximately sixty-eight percent (68%) of AHT's outstanding equity, exercises significant influence over AHT's corporate governance and strategic decisions, including approval authority over C-suite compensation arrangements. Thomas R. Glenwood occupies a dual role as both AHT Board Chair and Ridgeline Managing Partner, which creates a potential for confusion regarding the identity of the Firm's client.
The following considerations are noted:
(i) Client Identity. Calderwood & Harkness's client in this engagement is AHT, the corporate entity, and not Ridgeline Capital Partners, LP, individually or in its capacity as AHT's equity sponsor. The engagement letter should clearly identify AHT as the sole client and should state that the Firm does not represent Ridgeline, any Ridgeline fund, or any Ridgeline principal in connection with this engagement. This clarification is particularly important given the Firm's prior representations of Ridgeline in unrelated matters (see Section V.B above), which could otherwise create entity confusion.
(ii) Dual Role of Thomas R. Glenwood. Mr. Glenwood's dual role as AHT Board Chair and Ridgeline Managing Partner does not, in itself, give rise to a conflict of interest, as Ridgeline's interests as AHT's majority equity sponsor are generally aligned with AHT's interest in attracting and retaining a qualified COO. However, the engagement team should be mindful that Mr. Glenwood may, at times, communicate with the Firm in his capacity as AHT Board Chair and, at other times, in his capacity as Ridgeline Managing Partner. All communications with Mr. Glenwood should be conducted through or in coordination with AHT's General Counsel, Aaron Whitfield, to ensure that the scope of the attorney-client relationship remains clearly delineated.
(iii) Prior Ridgeline Representations. The Firm's two prior representations of Ridgeline (Matter Nos. 1010-00004 and 1010-00004) were reviewed and confirmed to be unrelated to the proposed engagement. No confidential information obtained in those representations is relevant to, or could be used in connection with, the AHT engagement. No successive client conflict exists under Mass. R. Prof. C. 1.9. The prior representations do not preclude the Firm from representing AHT in this matter, nor do they create any obligation to treat Ridgeline as a current client for conflict-checking purposes, as both prior engagements are closed.
C. Helix Ventures Fund III, LP Considerations
Helix Ventures Fund III, LP, holds approximately fourteen percent (14%) of AHT's outstanding equity as a minority investor and possesses certain consent rights with respect to equity issuances above specified thresholds. If the equity awards to be granted to Dr. Elliston trigger Helix Ventures' consent rights under AHT's stockholders' agreement, Helix Ventures may need to be consulted during the course of the engagement.
The Firm has no prior or current representation of Helix Ventures and no adverse matters involving Helix Ventures. No conflict of interest exists. The Firm would not represent Helix Ventures in connection with any consent process; such matters would be coordinated by AHT's General Counsel and its outside corporate counsel at Wentworth & Gage LLP.
No direct representation relationship exists between the Firm and Helix Ventures, and no conflict has been identified.
D. Wentworth & Gage LLP Coordination
Wentworth & Gage LLP serves as AHT's regular outside corporate counsel and will provide background documents to the Firm in connection with this engagement, including AHT's equity incentive plan, certificate of incorporation, bylaws, stockholders' agreement, and prior executive employment agreements. Calderwood & Harkness is engaged for specialized labor and employment work that falls outside the scope of Wentworth & Gage's ongoing corporate representation of AHT.
The Firm's role is complementary to, and does not overlap with, Wentworth & Gage's corporate representation. There is no territorial or professional conflict between the two firms. The Firm's prior collaborative engagements with Wentworth & Gage (see Section V.G above) confirm a positive working relationship. All coordination between the two firms will be managed through AHT's General Counsel, Aaron Whitfield, as the single point of contact, to ensure efficient communication and to avoid any duplication of effort.
No conflict or other issue arises from the anticipated coordination with Wentworth & Gage LLP.
VII. CONCLUSION AND RECOMMENDATION
All conflict searches have been completed as of July 11, 2022, in accordance with Calderwood & Harkness LLP's Internal Conflict Clearance Policies and Procedures Manual and applicable provisions of the Massachusetts Rules of Professional Conduct. A total of twenty-four (24) entities and individuals were searched through the Firm's Conflicts Management System, as detailed in Section III of this memorandum. The search methodology employed full legal names, short names, acronyms, and phonetic alternatives to ensure comprehensive coverage.
No disqualifying conflicts of interest have been identified under Massachusetts Rules of Professional Conduct 1.7, 1.9, 1.10, 1.13, or 1.18. The two prior representations of Ridgeline Capital Partners, LP, in unrelated matters (both closed) do not give rise to a concurrent or successive client conflict and do not preclude the Firm from undertaking the proposed engagement. The appearance of Fielding & Rowe LLP as opposing counsel in prior, unrelated employment matters does not create a conflict.
The potential issues identified in Section VI of this memorandum — specifically, the need for clear articulation of client identity, the clarification that the Firm does not represent Dr. Elliston or Ridgeline individually, and the management of communications involving Thomas R. Glenwood's dual role — are operational and risk-management considerations that should be addressed in the engagement letter and through appropriate protocols during the course of the representation. None of these issues constitutes a disqualifying conflict of interest.
Based on the foregoing analysis, the Firm is cleared to proceed with the engagement of Arbor Health Technologies Inc. for the drafting and negotiation of the executive employment agreement package for Dr. Marcus J. Elliston.
The engagement letter, incorporating the client identity clarifications and scope limitations discussed herein, is to be circulated to Aaron Whitfield, General Counsel of AHT, for review and execution. The anticipated execution date for the engagement letter is July 13, 2022.
Upon execution of the engagement letter, the engagement team may commence substantive work on the matter under Matter Number 1010-00004 and Client Number 81-30294.
VIII. APPROVALS
Prepared by:
________________________________________
Nadia Petrov Associate, Labor & Employment Practice Group Calderwood & Harkness LLP
Date: July 11, 2022
Reviewed and Approved by:
________________________________________
Bernard Crawford Partner, Labor & Employment Practice Group Calderwood & Harkness LLP
Date: July 11, 2022
General Counsel's Office Clearance:
________________________________________
Office of the General Counsel Calderwood & Harkness LLP Conflicts Committee Clearance Granted
Date: ________
IX. ATTACHMENTS
The following attachments are referenced in this memorandum and are maintained in the conflict clearance file for Matter Number 1010-00004. They are not reproduced within the body of this memorandum.
Attachment A: Printout of Conflict Database Search Results — Complete printout of all CMS search results generated on July 11, 2022, including all entries returned for each search term, match confidence scores, and disposition notes. The printout comprises forty-three (43) pages and is maintained in the physical conflict clearance file and in the Firm's electronic document management system under document identification number CMS-2022-04718-A.
Attachment B: List of All Search Terms Used — A comprehensive list of all search terms, name variations, acronyms, and phonetic alternatives entered into the CMS in connection with this conflict check. The list comprises three (3) pages and is maintained in the physical conflict clearance file and in the Firm's electronic document management system under document identification number CMS-2022-04718-B.
END OF MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — INTERNAL FIRM USE ONLY. This memorandum is the property of Calderwood & Harkness LLP and is subject to the attorney-client privilege and the work product doctrine. Unauthorized reproduction, distribution, or disclosure of this memorandum or its contents is strictly prohibited. If you have received this memorandum in error, please notify the Office of the General Counsel of Calderwood & Harkness LLP immediately.

CALDERWOOD & HARKNESS LLP

CONFLICT CHECK MEMORANDUM

I. PURPOSE

II. ENGAGEMENT SUMMARY

III. PARTIES AND RELATED PERSONS SEARCHED

IV. CONFLICT DATABASE SEARCH METHODOLOGY

V. SEARCH RESULTS

VI. ANALYSIS OF POTENTIAL ISSUES

VII. CONCLUSION AND RECOMMENDATION

VIII. APPROVALS

IX. ATTACHMENTS

END OF MEMORANDUM

Record

Parties

Dates

Amounts