[sheet: Invoice Header]

[sheet: Invoice Header]
Field | Value
Firm Name | Calderwood & Harkness LLP
Firm Address | One International Place, Suite 3400, Boston, MA 02110
Invoice Number | SC-AHT-2022-004
Invoice Date | October 7, 2022
Client Name | Arbor Health Technologies Inc.
Client Address | 400 Brattle Commerce Park, Suite 1200, Cambridge, MA 02138
Attention | Aaron Whitfield, General Counsel
Client Number | 81-30294
Matter Number | 1010-00004
Matter Description | Executive Employment Agreement — Dr. Marcus J. Elliston (Prospective COO)
Responsible Partner | Bernard Crawford
Billing Partner | Renata Vasquez
Billing Period | July 11, 2022 – October 7, 2022
Matter Status | Dormant (effective October 7, 2022)
Governing Law | Commonwealth of Massachusetts
Total Fees (Current Invoice) | $12,475.00
Total Fees Billed to Date (All Invoices) | $78,340.00
Total Hours Billed to Date | 70.2
Prior Invoices Paid | $65,865.00
Outstanding Balance | $12,475.00
Payment Terms | Net 30 days
[sheet: Timekeeper Summary]
Timekeeper | Title / Role | Practice Group | Hourly Rate | Total Hours | Total Fees
Bernard Crawford | Partner | Labor & Employment | $1,150.00 | 10.4 | $11,960.00
Renata Vasquez | Partner | Labor & Employment | $1,050.00 | 4.6 | $4,830.00
Devon Archer | Lead Associate | Labor & Employment | $625.00 | 28.8 | $18,000.00
Nadia Petrov | Working Associate | Labor & Employment | $525.00 | 16.2 | $8,505.00
Gregory Tan | Partner | Tax | $1,100.00 | 6.0 | $6,600.00
Sandra Okafor | Counsel | Corporate/M&A | $875.00 | 4.2 | $3,675.00
— TOTAL — | 70.2 | $53,570.00
[sheet: Time Detail - Current Invoice]
Date | Timekeeper | Hours | Rate | Amount | Description
09/16/2022 | Devon Archer | 2.4 | $625.00 | $1,500.00 | Prepare and circulate third (near-final) draft of Executive Employment Agreement and Employee Non-Competition Agreement to Fielding & Rowe LLP; draft transmittal letter identifying remaining open items
09/16/2022 | Nadia Petrov | 1.8 | $525.00 | $945.00 | Revise Schedule B (Form of General Release Agreement) to conform to near-final draft terms; review ADEA compliance provisions
09/19/2022 | Bernard Crawford | 0.6 | $1,150.00 | $690.00 | Review third draft package and transmittal letter to Fielding & Rowe; conference with Devon Archer re remaining negotiation points
09/20/2022 | Nadia Petrov | 0.6 | $525.00 | $315.00 | Research Massachusetts Noncompetition Agreement Act requirements; confirm compliance of non-compete restrictive period and garden leave provisions
09/22/2022 | Devon Archer | 0.8 | $625.00 | $500.00 | Telephone conference with Catherine A. Fielding (Fielding & Rowe LLP) re counterparty comments on equity acceleration and change-of-control provisions
09/23/2022 | Devon Archer | 0.6 | $625.00 | $375.00 | Revise Section 4(c) (Equity Awards — Acceleration Upon Termination Without Cause) per Fielding & Rowe comments; circulate revised language internally
09/26/2022 | Bernard Crawford | 0.4 | $1,150.00 | $460.00 | Review revised equity acceleration language; provide comments and approve for distribution to opposing counsel
09/28/2022 | Devon Archer | 0.4 | $625.00 | $250.00 | Receive and review email from Catherine A. Fielding (Fielding & Rowe LLP) notifying of Dr. Elliston's withdrawal from COO position
09/29/2022 | Bernard Crawford | 0.8 | $1,150.00 | $920.00 | Telephone conference with Aaron Whitfield (AHT General Counsel) re Executive's decision to decline offer; discuss matter status and document preservation
09/30/2022 | Nadia Petrov | 0.4 | $525.00 | $210.00 | Draft summary of outstanding open issues and status of each agreement draft at time of Executive's withdrawal; circulate to Bernard Crawford
10/03/2022 | Devon Archer | 0.6 | $625.00 | $375.00 | Research and confirm public announcement of Dr. Elliston accepting COO position at Meridian Digital Health Corp.; update matter file
10/05/2022 | Devon Archer | 0.4 | $625.00 | $250.00 | Prepare index of all work product, including drafts, memoranda, research, and correspondence for matter file preservation
10/07/2022 | Devon Archer | 1.2 | $625.00 | $750.00 | Prepare matter dormancy memorandum; coordinate document preservation and indexing of all drafts, memoranda, and correspondence
10/07/2022 | Bernard Crawford | 0.5 | $1,150.00 | $575.00 | Review and approve matter dormancy memorandum; draft email to Aaron Whitfield confirming dormant status and attaching final invoice
10/07/2022 | Renata Vasquez | 0.8 | $1,050.00 | $840.00 | Review and finalize invoice #SC-AHT-2022-004; reconcile time entries and billing records through matter dormancy
10/07/2022 | Nadia Petrov | 0.4 | $525.00 | $210.00 | Assist with document index and file organization for dormant matter preservation
10/07/2022 | Devon Archer | 0.4 | $625.00 | $250.00 | Final review of matter dormancy memorandum and closing administrative tasks; confirm all deliverables accounted for in document management system
— TOTAL — | 12.2 | $8,415.00
[sheet: Invoice History]
Invoice Number | Invoice Date | Billing Period | Hours | Fees | Status
SC-AHT-2022-001 | 08/05/2022 | July 11 – July 31, 2022 | 16.8 | $15,230.00 | Paid
SC-AHT-2022-002 | 09/02/2022 | August 1 – August 31, 2022 | 28.6 | $28,915.00 | Paid
SC-AHT-2022-003 | 10/01/2022 | September 1 – September 15, 2022 | 14.4 | $21,720.00 | Paid
SC-AHT-2022-004 | 10/07/2022 | September 16 – October 7, 2022 (Final) | 10.4 | $12,475.00 | Outstanding
— TOTAL — | 70.2 | $78,340.00 | Paid: $65,865.00 / Outstanding: $12,475.00
[sheet: Fee Budget Comparison]
Description | Amount | Notes
Engagement Letter Fee Estimate — Low End | $85,000.00 | Per engagement letter dated July 13, 2022
Engagement Letter Fee Estimate — High End | $125,000.00 | Per engagement letter dated July 13, 2022
Total Fees Billed Through Dormancy | $78,340.00 | 70.2 hours; matter placed in dormant status October 7, 2022
Variance to Low Estimate | ($6,660.00) | Under budget — matter terminated early due to Executive's withdrawal on September 28, 2022
Variance to High Estimate | ($46,660.00) | Under budget — near-final drafts completed but agreement never executed
Outstanding Balance | $12,475.00 | Invoice #SC-AHT-2022-004 dated October 7, 2022; payment due Net 30
Matter Status | N/A | Dormant as of October 7, 2022; all work product preserved for potential future C-suite hire