1010-00004 · Arbor Health Technologies Inc · Transaction Documents/Employment Agreement

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EXHIBIT A

POSITION DESCRIPTION AND REPORTING STRUCTURE

Exhibit A to the Executive Employment Agreement (the "Agreement") by and between Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and Dr. Marcus J. Elliston (the "Executive"), dated August 5, 2022.

This Exhibit A is incorporated into and made a part of the Agreement. All provisions of this Exhibit A shall be read in conjunction with, and subject to, the terms and conditions of the Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

1. Position and Title

The Executive shall serve as the Company's Chief Operating Officer ("COO"), effective as of the Start Date, which shall be November 1, 2022. The COO is a senior executive position within the Company and the Executive shall serve as a member of the Company's executive leadership team for so long as the Executive remains employed in such capacity.

In the event that the Company consummates an initial public offering of its common stock or otherwise becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Executive's position as COO shall be deemed a Section 16 officer position, and the Executive shall be subject to the reporting and short-swing profit provisions of Section 16 of the Exchange Act, as well as such insider trading policies and equity trading windows as the Company may adopt from time to time. The Executive agrees to cooperate with the Company's legal and compliance teams in connection with all filings and obligations arising from such Section 16 officer status.

The Executive's principal place of employment shall be the Company's corporate headquarters, currently located at 400 Brattle Commerce Park, Suite 1200, Cambridge, MA 02138. The Executive shall maintain a regular physical presence at the Company's headquarters consistent with the expectations for members of the executive leadership team, subject to reasonable business travel requirements as may be necessary for the performance of the Executive's duties hereunder, including travel to the Company's satellite offices, client sites, industry conferences, and investor meetings. The Company shall reimburse the Executive for all reasonable and documented travel expenses in accordance with the Company's travel and expense reimbursement policies, as described in the Agreement.

2. Reporting Structure

The Executive shall report directly and exclusively to the Chief Executive Officer of the Company, currently Priya Chandrasekaran, or her successor duly appointed to such role by the Board of Directors of the Company (the "Board"). The CEO shall serve as the Executive's sole supervisor for purposes of day-to-day management direction, assignment of duties, and performance evaluation.

The Executive shall not report to any other officer, employee, or agent of the Company or any of its subsidiaries or affiliates. Notwithstanding the foregoing, the Executive acknowledges and agrees that the Board retains full oversight authority over all officers of the Company, including the Executive, as set forth in the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and nothing in this Exhibit A shall be construed to limit or restrict the Board's authority in any respect.

The CEO shall conduct the Executive's annual performance review, which shall take place no later than sixty (60) days following the end of each fiscal year of the Company (or at such other time as the CEO and the Executive may mutually agree). The CEO shall solicit and incorporate input from the Board's Compensation Committee as appropriate in connection with such annual performance review, including with respect to the Executive's achievement of individual and Company-level performance objectives, leadership effectiveness, and contribution to the Company's strategic goals. The results of each annual performance review shall be communicated to the Executive in writing and shall be taken into account in connection with compensation decisions, including any discretionary bonus determinations, as described in the Agreement.

3. Direct Reports

The following functional leaders and their respective departments shall report directly to the Executive in his capacity as Chief Operating Officer:

(a) Senior Vice President, Operations — responsible for the Company's core operational functions, including facilities management, supply chain and vendor management, and operational process improvement;

(b) Senior Vice President, Product Development & Engineering — responsible for the design, development, and deployment of the Company's software products, including the Company's cloud-based clinical workflow and revenue cycle management SaaS platform;

(c) Vice President, Customer Success & Client Services — responsible for post-implementation client engagement, account management, client satisfaction programs, and net revenue retention initiatives;

(d) Vice President, Implementation & Professional Services — responsible for the onboarding and implementation of new clients, custom configuration services, data migration, and professional services engagements;

(e) Vice President, Information Technology & Infrastructure — responsible for the Company's internal IT systems, cloud infrastructure, cybersecurity, disaster recovery, and business continuity planning; and

(f) Vice President, Quality Assurance & Regulatory Compliance — responsible for quality assurance testing, regulatory compliance programs (including HIPAA, HITECH, and applicable state data privacy requirements), and internal audit functions related to the Company's product and service offerings.

The Company reserves the right to modify the organizational structure and reporting lines from time to time in consultation with the Executive and the CEO, including the addition, removal, or reassignment of functional leaders and departments, as the business needs of the Company may require. Any such modifications shall be made in good faith and with reasonable advance notice to the Executive. Notwithstanding the foregoing, any material diminution of the Executive's authority, duties, or responsibilities (including a material reduction in the number or seniority of functional leaders reporting directly to the Executive) shall be subject to the provisions of the Agreement, including the definition of "Good Reason" as set forth therein.

4. Primary Duties and Responsibilities

The Executive shall perform the following duties and responsibilities, together with such other duties and responsibilities as may be assigned to the Executive from time to time by the CEO or the Board, consistent with the Executive's position as Chief Operating Officer:

4.1 General Operational Leadership

The Executive shall oversee and direct the Company's day-to-day operations across all business units, including, without limitation, the Company's cloud-based clinical workflow and revenue cycle management SaaS platform, which constitutes the Company's principal product offering. The Executive shall serve as the primary operational leader of the Company and shall be responsible for ensuring that the Company's operations are conducted in an efficient, effective, and scalable manner.

The Executive shall develop and execute operational strategies aligned with the Company's annual and long-term business plans as approved by the CEO and the Board. Such operational strategies shall encompass capacity planning, resource optimization, technology infrastructure investment, process standardization, and the development of scalable operational frameworks capable of supporting the Company's growth trajectory.

The Executive shall drive operational efficiencies, scalability, and process optimization across the organization. As of the date hereof, the Company employs approximately six hundred twenty (620) employees across its corporate headquarters in Cambridge, Massachusetts, and its additional offices. The Executive shall be responsible for ensuring that the Company's operational infrastructure is appropriately scaled and resourced to support the Company's current and projected workforce, client base, and revenue levels.

4.2 Strategic Planning and Execution

The Executive shall collaborate with the CEO and other members of the executive leadership team in the development and implementation of the Company's strategic initiatives. The executive leadership team currently includes the Chief Financial Officer, Derek Solano; the General Counsel, Aaron Whitfield; and the Chief Human Resources Officer, Lisa Murakami; together with such other officers as the CEO may designate from time to time. The Executive shall actively participate in executive leadership team meetings, strategic offsites, and planning sessions, and shall contribute operational perspectives and insights to the Company's strategic decision-making processes.

The Executive shall lead cross-functional initiatives related to market expansion, new product launches, and the operational integration of acquired businesses. In connection with any acquisition or business combination pursued by the Company, the Executive shall play a central role in operational due diligence, integration planning, and post-closing execution, working in coordination with the CEO, CFO, General Counsel, and external advisors as appropriate.

The Executive shall support the Company's growth objectives and shall work to position the Company for continued expansion in the healthcare services and SaaS markets. For reference, the Company achieved annual revenue of approximately $127.4 million in fiscal year 2021, and the Company's strategic plan contemplates continued organic and inorganic growth in subsequent fiscal years. The Executive shall be expected to develop and implement operational plans that support the achievement of the Company's revenue, profitability, and market share targets.

4.3 Product and Technology Oversight

The Executive shall oversee the development, deployment, and ongoing maintenance of the Company's SaaS platform, with a focus on ensuring product quality, platform reliability, system uptime, and data security. The Executive shall ensure that the Company's products and services comply with all applicable healthcare regulations, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and all applicable state data privacy requirements and breach notification statutes.

The Executive shall collaborate with the product development and engineering teams to align the Company's technology roadmap with market demand, competitive dynamics, and customer feedback. The Executive shall oversee the prioritization of product development initiatives, the allocation of engineering resources, and the establishment of development timelines and release schedules, working in close coordination with the Senior Vice President, Product Development & Engineering.

4.4 Client and Revenue Operations

The Executive shall oversee the Company's customer success, client services, and implementation teams to ensure high client retention rates, strong client satisfaction scores, and robust net revenue retention rates. The Executive shall establish and monitor key performance indicators related to client health, including client churn, upsell and cross-sell conversion rates, Net Promoter Scores, and time-to-value metrics for new client implementations.

The Executive shall drive revenue cycle management operations and service delivery excellence across the Company's client portfolio. The Executive shall work to ensure that the Company delivers consistent, high-quality service to its clients, including healthcare providers, health systems, and other customers that rely on the Company's platform for clinical workflow management and revenue cycle optimization.

4.5 Financial and Budgetary Responsibilities

In coordination with the Chief Financial Officer, Derek Solano, the Executive shall develop and manage operational budgets, capital expenditure plans, and resource allocation frameworks for all departments and functions under the Executive's purview. The Executive shall be responsible for ensuring that operational expenditures are managed within approved budgetary parameters and that capital investments are prioritized in alignment with the Company's strategic objectives and return-on-investment criteria.

The Executive shall report on operational performance metrics, key performance indicators, and financial results to the CEO and the Board on a regular basis, including through the preparation and presentation of monthly operating reports, quarterly business reviews, and annual operational assessments. The Executive shall work with the CFO's team to ensure the accuracy and timeliness of operational data incorporated into the Company's financial reporting and investor communications.

4.6 People Management and Culture

In collaboration with the Chief Human Resources Officer, Lisa Murakami, the Executive shall foster a high-performance culture within the Company's operational functions. The Executive shall oversee talent development initiatives for operational leadership, including the identification, mentoring, and promotion of high-potential employees within the Executive's reporting structure.

The Executive shall participate in executive recruitment and retention initiatives, including the hiring and onboarding of direct reports and other senior operational leaders. The Executive shall work with the CHRO to ensure that the Company's compensation, benefits, and talent management programs are competitive and aligned with industry best practices in the healthcare technology sector.

The Executive shall ensure compliance with all applicable employment laws, regulations, and Company policies across all departments reporting to the Executive, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, and all applicable state and local employment and labor laws.

4.7 Compliance and Risk Management

The Executive shall ensure that the Company's operations comply with all applicable federal, state, and local laws, regulations, and industry standards, including, without limitation, healthcare regulatory requirements, data privacy and security laws, and applicable standards promulgated by industry organizations and accrediting bodies.

The Executive shall identify and mitigate operational risks on an ongoing basis and shall implement appropriate internal controls, policies, and procedures to safeguard the Company's assets, data, and reputation. The Executive shall work with the General Counsel, Aaron Whitfield, and the Vice President, Quality Assurance & Regulatory Compliance, to maintain a comprehensive compliance and risk management program, and shall promptly report any material compliance issues or operational risks to the CEO and the Board.

5. Board-Level Obligations

The Executive shall attend meetings of the Board of Directors and its committees as reasonably requested by the CEO or the Board Chair, Thomas R. Glenwood, in a non-voting, advisory capacity. The Executive's attendance at Board and committee meetings shall be for the purpose of providing operational insight, responding to questions from directors, and presenting reports and updates as described below. The Executive acknowledges that he is not a member of the Board and shall not have voting rights at any Board or committee meeting unless and until he is duly elected or appointed as a director in accordance with the Company's governing documents.

The Executive shall prepare and present operational reports, strategic updates, and other information as reasonably requested by the Board or any committee thereof, including, without limitation, the Compensation Committee (which, as of the date hereof, includes two designees of Ridgeline Capital Partners, LP, the Company's majority stockholder). The Executive shall ensure that all information provided to the Board and its committees is accurate, complete, and delivered in a timely manner, and shall cooperate with the Company's finance team, legal team, and external advisors in the preparation of Board materials.

The Executive shall cooperate with the Board and its designees in connection with the Board's oversight responsibilities, including participation in periodic operational reviews, annual budget approval processes, strategic planning sessions, and any special projects or investigations undertaken by the Board or a committee thereof. The Executive shall make himself reasonably available for discussions with individual Board members as may be requested from time to time by the CEO or the Board Chair.

6. Interaction with Ridgeline Capital Partners, LP

The Executive acknowledges that Ridgeline Capital Partners, LP, through its Fund IV vehicle, Ridgeline Capital Partners Fund IV, LP, holds approximately sixty-eight percent (68%) of the Company's issued and outstanding equity securities, and is the Company's majority stockholder. The Executive further acknowledges that Ridgeline Capital Partners has designated representatives on the Board, including the Board Chair, Thomas R. Glenwood, who serves as Managing Partner of Ridgeline Capital Partners, and that such designees serve in accordance with the terms of the Stockholders' Agreement by and among the Company, Ridgeline Capital Partners, and certain other stockholders.

The Executive shall maintain a constructive and transparent working relationship with Ridgeline Capital Partners' Board designees and investment professionals. Without limiting the foregoing, the Executive shall provide operational updates and access to management information to Ridgeline Capital Partners' Board designees and investment team members as reasonably requested, subject to the direction of the CEO and consistent with the Company's information-sharing practices and applicable confidentiality obligations.

The Executive shall cooperate with Ridgeline Capital Partners and its advisors (including consultants and operating partners) in connection with any portfolio company operational reviews, value creation initiatives, benchmarking exercises, and reporting requirements customary for portfolio companies of private equity sponsors. Such cooperation may include participating in periodic calls, meetings, or site visits with Ridgeline Capital Partners' investment professionals and operating partners, preparing and delivering operational data and reports, and implementing operational improvement initiatives identified through Ridgeline Capital Partners' value creation processes.

Notwithstanding anything in this Section 6 to the contrary, nothing in this Exhibit A shall be construed to establish a direct or indirect reporting relationship between the Executive and Ridgeline Capital Partners, LP, Ridgeline Capital Partners Fund IV, LP, or any of their respective affiliates, partners, members, officers, employees, or agents. The Executive's sole reporting line is to the CEO as set forth in Section 2 of this Exhibit A, and all interactions between the Executive and Ridgeline Capital Partners shall be conducted through or with the knowledge and direction of the CEO, except as otherwise directed by the Board.

7. Interaction with Minority Investors

The Executive shall, as reasonably requested by the CEO or the Board, participate in periodic information-sharing and reporting to Helix Ventures Fund III, LP, which holds approximately fourteen percent (14%) of the Company's issued and outstanding equity securities. Such information-sharing and reporting shall be consistent with the Company's obligations under the applicable Stockholders' Agreement and any applicable information rights or reporting covenants contained therein. The Executive shall coordinate with the CEO and the CFO to ensure that all information provided to Helix Ventures Fund III, LP is consistent with information provided to the Board and other stockholders, and complies with the Company's confidentiality and disclosure policies.

8. Devotion of Time; Outside Activities

The Executive shall devote substantially all of his business time, attention, skill, and energy to the faithful performance of his duties as Chief Operating Officer hereunder. The Executive acknowledges that the position of COO is a demanding, full-time role and that the Company's expectations for the Executive's time commitment reflect the scope and complexity of the responsibilities described in this Exhibit A.

The Executive shall not engage in any other business activity, whether or not for compensation or profit, that would materially interfere with the performance of his duties hereunder, without the prior written consent of the CEO and the Board. For the avoidance of doubt, the Executive shall not accept employment, a consulting engagement, or an officer or director position with any other entity (other than as expressly permitted below) without the prior written consent of the CEO and the Board.

Notwithstanding the foregoing, the Executive may engage in the following activities, in each case to the extent that such activities do not materially interfere with the Executive's duties or create a conflict of interest with the Company's business:

(a) serve on the boards of directors of non-competing, non-profit or for-profit organizations, subject to prior written approval of the Board, which approval shall not be unreasonably withheld;

(b) engage in charitable, educational, community, or civic activities, including service on advisory boards or committees of educational or charitable institutions; and

(c) manage the Executive's personal investments, including investments in publicly traded securities, private funds, and real estate, provided that such investments do not involve a direct or indirect interest in any entity that competes with the Company or does business with the Company in a manner that would create a conflict of interest.

The Executive shall promptly disclose to the CEO and the General Counsel any outside activity that could reasonably be expected to create an actual or potential conflict of interest with the Company's business.

9. Authority and Limitations

The Executive shall have such authority as is customary for a Chief Operating Officer of a company of similar size, scope, and stage of development in the healthcare technology industry. Such authority shall include, without limitation, the authority to hire, terminate, and manage the performance of direct reports and other employees within the Executive's reporting structure, to approve operational expenditures within approved budgetary limits, and to enter into contracts and commitments on behalf of the Company within such signing authority as may be established by the Board from time to time.

The Executive acknowledges that certain actions and transactions require Board-level or stockholder-level approval pursuant to the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, the Stockholders' Agreement with Ridgeline Capital Partners Fund IV, LP, and any other applicable governing document. Such actions may include, without limitation, capital expenditures or commitments above specified thresholds, acquisitions or divestitures of businesses or assets, the incurrence of indebtedness, the hiring or termination of executive officers, material changes to the Company's business plan, and related-party transactions. The Executive shall not take or authorize any such action without first obtaining all required approvals, and shall work with the General Counsel to ensure compliance with all applicable approval requirements.

10. Modification

This Exhibit A may be modified or amended from time to time by mutual written agreement of the Company (acting through the CEO with the authorization of the Board) and the Executive. Any such modification or amendment shall be in writing, shall be signed by both the Company and the Executive, and shall be appended to and incorporated into the Agreement.

Notwithstanding the foregoing, any material diminution of the Executive's duties, authority, or responsibilities as described herein — including, without limitation, a material reduction in the Executive's title, a change in the Executive's reporting structure (such that the Executive no longer reports directly to the CEO), or a material reduction in the number or seniority of functional leaders and departments reporting to the Executive — shall be subject to the terms of the Agreement, including the provisions relating to "Good Reason" for resignation by the Executive and any associated severance or termination rights set forth therein.

[Remainder of page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO EXHIBIT A

POSITION DESCRIPTION AND REPORTING STRUCTURE

Acknowledged and agreed as of the date of the Agreement.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Priya Chandrasekaran

Title: Chief Executive Officer

Date: ________

EXECUTIVE

________________________________________

Dr. Marcus J. Elliston

Date: ________

EXHIBIT A
POSITION DESCRIPTION AND REPORTING STRUCTURE
Exhibit A to the Executive Employment Agreement (the "Agreement") by and between Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and Dr. Marcus J. Elliston (the "Executive"), dated August 5, 2022.
This Exhibit A is incorporated into and made a part of the Agreement. All provisions of this Exhibit A shall be read in conjunction with, and subject to, the terms and conditions of the Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
1. Position and Title
The Executive shall serve as the Company's Chief Operating Officer ("COO"), effective as of the Start Date, which shall be November 1, 2022. The COO is a senior executive position within the Company and the Executive shall serve as a member of the Company's executive leadership team for so long as the Executive remains employed in such capacity.
In the event that the Company consummates an initial public offering of its common stock or otherwise becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Executive's position as COO shall be deemed a Section 16 officer position, and the Executive shall be subject to the reporting and short-swing profit provisions of Section 16 of the Exchange Act, as well as such insider trading policies and equity trading windows as the Company may adopt from time to time. The Executive agrees to cooperate with the Company's legal and compliance teams in connection with all filings and obligations arising from such Section 16 officer status.
The Executive's principal place of employment shall be the Company's corporate headquarters, currently located at 400 Brattle Commerce Park, Suite 1200, Cambridge, MA 02138. The Executive shall maintain a regular physical presence at the Company's headquarters consistent with the expectations for members of the executive leadership team, subject to reasonable business travel requirements as may be necessary for the performance of the Executive's duties hereunder, including travel to the Company's satellite offices, client sites, industry conferences, and investor meetings. The Company shall reimburse the Executive for all reasonable and documented travel expenses in accordance with the Company's travel and expense reimbursement policies, as described in the Agreement.
2. Reporting Structure
The Executive shall report directly and exclusively to the Chief Executive Officer of the Company, currently Priya Chandrasekaran, or her successor duly appointed to such role by the Board of Directors of the Company (the "Board"). The CEO shall serve as the Executive's sole supervisor for purposes of day-to-day management direction, assignment of duties, and performance evaluation.
The Executive shall not report to any other officer, employee, or agent of the Company or any of its subsidiaries or affiliates. Notwithstanding the foregoing, the Executive acknowledges and agrees that the Board retains full oversight authority over all officers of the Company, including the Executive, as set forth in the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and nothing in this Exhibit A shall be construed to limit or restrict the Board's authority in any respect.
The CEO shall conduct the Executive's annual performance review, which shall take place no later than sixty (60) days following the end of each fiscal year of the Company (or at such other time as the CEO and the Executive may mutually agree). The CEO shall solicit and incorporate input from the Board's Compensation Committee as appropriate in connection with such annual performance review, including with respect to the Executive's achievement of individual and Company-level performance objectives, leadership effectiveness, and contribution to the Company's strategic goals. The results of each annual performance review shall be communicated to the Executive in writing and shall be taken into account in connection with compensation decisions, including any discretionary bonus determinations, as described in the Agreement.
3. Direct Reports
The following functional leaders and their respective departments shall report directly to the Executive in his capacity as Chief Operating Officer:
(a) Senior Vice President, Operations — responsible for the Company's core operational functions, including facilities management, supply chain and vendor management, and operational process improvement;
(b) Senior Vice President, Product Development & Engineering — responsible for the design, development, and deployment of the Company's software products, including the Company's cloud-based clinical workflow and revenue cycle management SaaS platform;
(c) Vice President, Customer Success & Client Services — responsible for post-implementation client engagement, account management, client satisfaction programs, and net revenue retention initiatives;
(d) Vice President, Implementation & Professional Services — responsible for the onboarding and implementation of new clients, custom configuration services, data migration, and professional services engagements;
(e) Vice President, Information Technology & Infrastructure — responsible for the Company's internal IT systems, cloud infrastructure, cybersecurity, disaster recovery, and business continuity planning; and
(f) Vice President, Quality Assurance & Regulatory Compliance — responsible for quality assurance testing, regulatory compliance programs (including HIPAA, HITECH, and applicable state data privacy requirements), and internal audit functions related to the Company's product and service offerings.
The Company reserves the right to modify the organizational structure and reporting lines from time to time in consultation with the Executive and the CEO, including the addition, removal, or reassignment of functional leaders and departments, as the business needs of the Company may require. Any such modifications shall be made in good faith and with reasonable advance notice to the Executive. Notwithstanding the foregoing, any material diminution of the Executive's authority, duties, or responsibilities (including a material reduction in the number or seniority of functional leaders reporting directly to the Executive) shall be subject to the provisions of the Agreement, including the definition of "Good Reason" as set forth therein.
4. Primary Duties and Responsibilities
The Executive shall perform the following duties and responsibilities, together with such other duties and responsibilities as may be assigned to the Executive from time to time by the CEO or the Board, consistent with the Executive's position as Chief Operating Officer:
4.1 General Operational Leadership
The Executive shall oversee and direct the Company's day-to-day operations across all business units, including, without limitation, the Company's cloud-based clinical workflow and revenue cycle management SaaS platform, which constitutes the Company's principal product offering. The Executive shall serve as the primary operational leader of the Company and shall be responsible for ensuring that the Company's operations are conducted in an efficient, effective, and scalable manner.
The Executive shall develop and execute operational strategies aligned with the Company's annual and long-term business plans as approved by the CEO and the Board. Such operational strategies shall encompass capacity planning, resource optimization, technology infrastructure investment, process standardization, and the development of scalable operational frameworks capable of supporting the Company's growth trajectory.
The Executive shall drive operational efficiencies, scalability, and process optimization across the organization. As of the date hereof, the Company employs approximately six hundred twenty (620) employees across its corporate headquarters in Cambridge, Massachusetts, and its additional offices. The Executive shall be responsible for ensuring that the Company's operational infrastructure is appropriately scaled and resourced to support the Company's current and projected workforce, client base, and revenue levels.
4.2 Strategic Planning and Execution
The Executive shall collaborate with the CEO and other members of the executive leadership team in the development and implementation of the Company's strategic initiatives. The executive leadership team currently includes the Chief Financial Officer, Derek Solano; the General Counsel, Aaron Whitfield; and the Chief Human Resources Officer, Lisa Murakami; together with such other officers as the CEO may designate from time to time. The Executive shall actively participate in executive leadership team meetings, strategic offsites, and planning sessions, and shall contribute operational perspectives and insights to the Company's strategic decision-making processes.
The Executive shall lead cross-functional initiatives related to market expansion, new product launches, and the operational integration of acquired businesses. In connection with any acquisition or business combination pursued by the Company, the Executive shall play a central role in operational due diligence, integration planning, and post-closing execution, working in coordination with the CEO, CFO, General Counsel, and external advisors as appropriate.
The Executive shall support the Company's growth objectives and shall work to position the Company for continued expansion in the healthcare services and SaaS markets. For reference, the Company achieved annual revenue of approximately $127.4 million in fiscal year 2021, and the Company's strategic plan contemplates continued organic and inorganic growth in subsequent fiscal years. The Executive shall be expected to develop and implement operational plans that support the achievement of the Company's revenue, profitability, and market share targets.
4.3 Product and Technology Oversight
The Executive shall oversee the development, deployment, and ongoing maintenance of the Company's SaaS platform, with a focus on ensuring product quality, platform reliability, system uptime, and data security. The Executive shall ensure that the Company's products and services comply with all applicable healthcare regulations, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and all applicable state data privacy requirements and breach notification statutes.
The Executive shall collaborate with the product development and engineering teams to align the Company's technology roadmap with market demand, competitive dynamics, and customer feedback. The Executive shall oversee the prioritization of product development initiatives, the allocation of engineering resources, and the establishment of development timelines and release schedules, working in close coordination with the Senior Vice President, Product Development & Engineering.
4.4 Client and Revenue Operations
The Executive shall oversee the Company's customer success, client services, and implementation teams to ensure high client retention rates, strong client satisfaction scores, and robust net revenue retention rates. The Executive shall establish and monitor key performance indicators related to client health, including client churn, upsell and cross-sell conversion rates, Net Promoter Scores, and time-to-value metrics for new client implementations.
The Executive shall drive revenue cycle management operations and service delivery excellence across the Company's client portfolio. The Executive shall work to ensure that the Company delivers consistent, high-quality service to its clients, including healthcare providers, health systems, and other customers that rely on the Company's platform for clinical workflow management and revenue cycle optimization.
4.5 Financial and Budgetary Responsibilities
In coordination with the Chief Financial Officer, Derek Solano, the Executive shall develop and manage operational budgets, capital expenditure plans, and resource allocation frameworks for all departments and functions under the Executive's purview. The Executive shall be responsible for ensuring that operational expenditures are managed within approved budgetary parameters and that capital investments are prioritized in alignment with the Company's strategic objectives and return-on-investment criteria.
The Executive shall report on operational performance metrics, key performance indicators, and financial results to the CEO and the Board on a regular basis, including through the preparation and presentation of monthly operating reports, quarterly business reviews, and annual operational assessments. The Executive shall work with the CFO's team to ensure the accuracy and timeliness of operational data incorporated into the Company's financial reporting and investor communications.
4.6 People Management and Culture
In collaboration with the Chief Human Resources Officer, Lisa Murakami, the Executive shall foster a high-performance culture within the Company's operational functions. The Executive shall oversee talent development initiatives for operational leadership, including the identification, mentoring, and promotion of high-potential employees within the Executive's reporting structure.
The Executive shall participate in executive recruitment and retention initiatives, including the hiring and onboarding of direct reports and other senior operational leaders. The Executive shall work with the CHRO to ensure that the Company's compensation, benefits, and talent management programs are competitive and aligned with industry best practices in the healthcare technology sector.
The Executive shall ensure compliance with all applicable employment laws, regulations, and Company policies across all departments reporting to the Executive, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, and all applicable state and local employment and labor laws.
4.7 Compliance and Risk Management
The Executive shall ensure that the Company's operations comply with all applicable federal, state, and local laws, regulations, and industry standards, including, without limitation, healthcare regulatory requirements, data privacy and security laws, and applicable standards promulgated by industry organizations and accrediting bodies.
The Executive shall identify and mitigate operational risks on an ongoing basis and shall implement appropriate internal controls, policies, and procedures to safeguard the Company's assets, data, and reputation. The Executive shall work with the General Counsel, Aaron Whitfield, and the Vice President, Quality Assurance & Regulatory Compliance, to maintain a comprehensive compliance and risk management program, and shall promptly report any material compliance issues or operational risks to the CEO and the Board.
5. Board-Level Obligations
The Executive shall attend meetings of the Board of Directors and its committees as reasonably requested by the CEO or the Board Chair, Thomas R. Glenwood, in a non-voting, advisory capacity. The Executive's attendance at Board and committee meetings shall be for the purpose of providing operational insight, responding to questions from directors, and presenting reports and updates as described below. The Executive acknowledges that he is not a member of the Board and shall not have voting rights at any Board or committee meeting unless and until he is duly elected or appointed as a director in accordance with the Company's governing documents.
The Executive shall prepare and present operational reports, strategic updates, and other information as reasonably requested by the Board or any committee thereof, including, without limitation, the Compensation Committee (which, as of the date hereof, includes two designees of Ridgeline Capital Partners, LP, the Company's majority stockholder). The Executive shall ensure that all information provided to the Board and its committees is accurate, complete, and delivered in a timely manner, and shall cooperate with the Company's finance team, legal team, and external advisors in the preparation of Board materials.
The Executive shall cooperate with the Board and its designees in connection with the Board's oversight responsibilities, including participation in periodic operational reviews, annual budget approval processes, strategic planning sessions, and any special projects or investigations undertaken by the Board or a committee thereof. The Executive shall make himself reasonably available for discussions with individual Board members as may be requested from time to time by the CEO or the Board Chair.
6. Interaction with Ridgeline Capital Partners, LP
The Executive acknowledges that Ridgeline Capital Partners, LP, through its Fund IV vehicle, Ridgeline Capital Partners Fund IV, LP, holds approximately sixty-eight percent (68%) of the Company's issued and outstanding equity securities, and is the Company's majority stockholder. The Executive further acknowledges that Ridgeline Capital Partners has designated representatives on the Board, including the Board Chair, Thomas R. Glenwood, who serves as Managing Partner of Ridgeline Capital Partners, and that such designees serve in accordance with the terms of the Stockholders' Agreement by and among the Company, Ridgeline Capital Partners, and certain other stockholders.
The Executive shall maintain a constructive and transparent working relationship with Ridgeline Capital Partners' Board designees and investment professionals. Without limiting the foregoing, the Executive shall provide operational updates and access to management information to Ridgeline Capital Partners' Board designees and investment team members as reasonably requested, subject to the direction of the CEO and consistent with the Company's information-sharing practices and applicable confidentiality obligations.
The Executive shall cooperate with Ridgeline Capital Partners and its advisors (including consultants and operating partners) in connection with any portfolio company operational reviews, value creation initiatives, benchmarking exercises, and reporting requirements customary for portfolio companies of private equity sponsors. Such cooperation may include participating in periodic calls, meetings, or site visits with Ridgeline Capital Partners' investment professionals and operating partners, preparing and delivering operational data and reports, and implementing operational improvement initiatives identified through Ridgeline Capital Partners' value creation processes.
Notwithstanding anything in this Section 6 to the contrary, nothing in this Exhibit A shall be construed to establish a direct or indirect reporting relationship between the Executive and Ridgeline Capital Partners, LP, Ridgeline Capital Partners Fund IV, LP, or any of their respective affiliates, partners, members, officers, employees, or agents. The Executive's sole reporting line is to the CEO as set forth in Section 2 of this Exhibit A, and all interactions between the Executive and Ridgeline Capital Partners shall be conducted through or with the knowledge and direction of the CEO, except as otherwise directed by the Board.
7. Interaction with Minority Investors
The Executive shall, as reasonably requested by the CEO or the Board, participate in periodic information-sharing and reporting to Helix Ventures Fund III, LP, which holds approximately fourteen percent (14%) of the Company's issued and outstanding equity securities. Such information-sharing and reporting shall be consistent with the Company's obligations under the applicable Stockholders' Agreement and any applicable information rights or reporting covenants contained therein. The Executive shall coordinate with the CEO and the CFO to ensure that all information provided to Helix Ventures Fund III, LP is consistent with information provided to the Board and other stockholders, and complies with the Company's confidentiality and disclosure policies.
8. Devotion of Time; Outside Activities
The Executive shall devote substantially all of his business time, attention, skill, and energy to the faithful performance of his duties as Chief Operating Officer hereunder. The Executive acknowledges that the position of COO is a demanding, full-time role and that the Company's expectations for the Executive's time commitment reflect the scope and complexity of the responsibilities described in this Exhibit A.
The Executive shall not engage in any other business activity, whether or not for compensation or profit, that would materially interfere with the performance of his duties hereunder, without the prior written consent of the CEO and the Board. For the avoidance of doubt, the Executive shall not accept employment, a consulting engagement, or an officer or director position with any other entity (other than as expressly permitted below) without the prior written consent of the CEO and the Board.
Notwithstanding the foregoing, the Executive may engage in the following activities, in each case to the extent that such activities do not materially interfere with the Executive's duties or create a conflict of interest with the Company's business:
(a) serve on the boards of directors of non-competing, non-profit or for-profit organizations, subject to prior written approval of the Board, which approval shall not be unreasonably withheld;
(b) engage in charitable, educational, community, or civic activities, including service on advisory boards or committees of educational or charitable institutions; and
(c) manage the Executive's personal investments, including investments in publicly traded securities, private funds, and real estate, provided that such investments do not involve a direct or indirect interest in any entity that competes with the Company or does business with the Company in a manner that would create a conflict of interest.
The Executive shall promptly disclose to the CEO and the General Counsel any outside activity that could reasonably be expected to create an actual or potential conflict of interest with the Company's business.
9. Authority and Limitations
The Executive shall have such authority as is customary for a Chief Operating Officer of a company of similar size, scope, and stage of development in the healthcare technology industry. Such authority shall include, without limitation, the authority to hire, terminate, and manage the performance of direct reports and other employees within the Executive's reporting structure, to approve operational expenditures within approved budgetary limits, and to enter into contracts and commitments on behalf of the Company within such signing authority as may be established by the Board from time to time.
The Executive acknowledges that certain actions and transactions require Board-level or stockholder-level approval pursuant to the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, the Stockholders' Agreement with Ridgeline Capital Partners Fund IV, LP, and any other applicable governing document. Such actions may include, without limitation, capital expenditures or commitments above specified thresholds, acquisitions or divestitures of businesses or assets, the incurrence of indebtedness, the hiring or termination of executive officers, material changes to the Company's business plan, and related-party transactions. The Executive shall not take or authorize any such action without first obtaining all required approvals, and shall work with the General Counsel to ensure compliance with all applicable approval requirements.
10. Modification
This Exhibit A may be modified or amended from time to time by mutual written agreement of the Company (acting through the CEO with the authorization of the Board) and the Executive. Any such modification or amendment shall be in writing, shall be signed by both the Company and the Executive, and shall be appended to and incorporated into the Agreement.
Notwithstanding the foregoing, any material diminution of the Executive's duties, authority, or responsibilities as described herein — including, without limitation, a material reduction in the Executive's title, a change in the Executive's reporting structure (such that the Executive no longer reports directly to the CEO), or a material reduction in the number or seniority of functional leaders and departments reporting to the Executive — shall be subject to the terms of the Agreement, including the provisions relating to "Good Reason" for resignation by the Executive and any associated severance or termination rights set forth therein.
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SIGNATURE PAGE TO EXHIBIT A
POSITION DESCRIPTION AND REPORTING STRUCTURE
Acknowledged and agreed as of the date of the Agreement.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Priya Chandrasekaran
Title: Chief Executive Officer
Date: ________
EXECUTIVE
________________________________________
Dr. Marcus J. Elliston
Date: ________

EXHIBIT A

POSITION DESCRIPTION AND REPORTING STRUCTURE

SIGNATURE PAGE TO EXHIBIT A

POSITION DESCRIPTION AND REPORTING STRUCTURE

ARBOR HEALTH TECHNOLOGIES INC.

EXECUTIVE

Record

Parties

Dates

Amounts