1010-00005 · Arbor Health Technologies Inc · Engagement

engagement-letter-aht.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 554-8000 Facsimile: (617) 554-8001 www.calderwoodharkness.com

November 17, 2025

VIA HAND DELIVERY AND EMAIL

Marcus Tremblay, Esq. General Counsel Arbor Health Technologies Inc. 230 Federal Street, Suite 1400 Boston, MA 02110

Re: Engagement of Calderwood & Harkness LLP — Arbor Health Technologies Inc. v. Desmond R. Farris Matter No. 1010-00005

Dear Mr. Tremblay:

1. Purpose and Confirmation of Engagement

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Arbor Health Technologies Inc. ("AHT" or the "Company") as litigation counsel in the above-referenced matter. We appreciate the confidence that AHT and its leadership have placed in our Firm, and we are committed to providing the highest caliber of legal representation throughout the course of this engagement.

The purpose of this letter is to set forth the terms and conditions under which Calderwood & Harkness will represent AHT in connection with the claims described more fully herein. This engagement letter is intended to memorialize the agreement between the Firm and the Company and to ensure that both parties have a clear and mutual understanding of the scope of the representation, the applicable fee arrangements, and the respective rights and obligations of each party.

This engagement shall be effective as of the date of this letter, November 17, 2025. By executing this letter in the space provided below, AHT acknowledges that it has reviewed the terms set forth herein, that it has had the opportunity to ask questions and seek clarification regarding any provision, and that it agrees to be bound by the terms and conditions of this engagement letter in their entirety.

2. Scope of Representation

Calderwood & Harkness will represent AHT in connection with claims against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer, arising from his breach of the Separation Agreement and General Release between AHT and Farris dated August 9, 2024 (effective August 30, 2024) (the "Separation Agreement"), and related tort claims. The Firm's representation of AHT in this matter will encompass the following specific claims and causes of action:

(a) Breach of the non-disparagement provision set forth in Section 6 of the Separation Agreement;

(b) Breach of the confidentiality provision set forth in Section 7 of the Separation Agreement;

(d) Breach of the non-solicitation of employees provision set forth in Section 9 of the Separation Agreement;

(e) Violation of the Massachusetts Trade Secrets Act, M.G.L. c. 93, § 42, and related provisions;

(f) Tortious interference with business relations; and

(g) Defamation and business disparagement.

The scope of the Firm's representation in this matter includes the following activities and proceedings:

(i) Pre-filing demand correspondence to Farris and/or his counsel, and related negotiations aimed at resolving or narrowing the dispute prior to the institution of formal litigation;

(ii) Drafting, filing, and prosecution of a Verified Complaint in the Suffolk County Superior Court, Commonwealth of Massachusetts, asserting the claims described above;

(iii) Pursuit of emergency injunctive relief, including the preparation and filing of a motion for a temporary restraining order ("TRO") and a motion for a preliminary injunction, together with all supporting affidavits, memoranda of law, and exhibits;

(iv) All proceedings through and including trial and post-trial motions, if necessary, including but not limited to discovery, depositions, motion practice, pretrial conferences, trial preparation, and the trial itself.

The scope of this engagement does not include the following, unless separately agreed in writing:

(i) Any claims against Meridian Healthworks, Inc. ("Meridian") or any other third party, whether arising from the same or related facts and circumstances;

(ii) Any counterclaims that may be asserted by Farris for indemnification, contribution, or otherwise under any insurance policy, including but not limited to directors and officers ("D&O") liability coverage under Pinnacle Mutual Insurance Company, Policy No. PMI-EXEC-2024-08193, or under any indemnification agreement or provision of AHT's corporate governance documents;

(iii) Appellate proceedings, which, should they become necessary, would require a separate engagement agreement between the Firm and AHT;

(iv) Any regulatory filings with federal, state, or local governmental or regulatory agencies; any corporate governance matters, including board resolutions, shareholder communications, or similar matters; or any transactional matters of any kind.

Any expansion of the scope of this engagement beyond the matters described above must be confirmed in a written amendment to this engagement letter, signed by both the Firm and AHT. The Firm will not undertake additional work outside the stated scope without obtaining AHT's prior written authorization.

3. Engagement Team

Calderwood & Harkness has assembled a litigation team with deep experience in complex commercial litigation, trade secret disputes, and restrictive covenant enforcement. The following attorneys will serve as the core members of the engagement team for this matter:

Responsible Partner: Samuel Eklund. Mr. Eklund will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner for AHT. Mr. Eklund will be involved in all strategic decisions regarding the prosecution of AHT's claims, will participate in hearings and trial proceedings, and will be AHT's principal point of contact at the partner level for all matters of litigation strategy and client communication.

Billing Partner: Linda Osei. Ms. Osei will oversee all billing, budgeting, and financial aspects of the engagement. Ms. Osei will ensure that all invoices are prepared in accordance with the terms of this engagement letter and will be available to address any billing inquiries, disputes, or related matters that may arise during the course of the representation.

Lead Associate: Hannah Brinkley. Ms. Brinkley will serve as the lead associate responsible for the day-to-day management of the matter. Her responsibilities will include legal research, drafting of pleadings and motions, discovery coordination, witness preparation, and regular communication with AHT's designated contacts regarding the status of the case and upcoming deadlines.

Working Associate: Patrick Gallagher. Mr. Gallagher will support the engagement team on research, drafting, and document review tasks. Mr. Gallagher will work under the supervision of Ms. Brinkley and the partners on the engagement team.

Additional attorneys, paralegals, litigation support professionals, or other support staff may be assigned to the engagement team as necessary to ensure the efficient and effective prosecution of AHT's claims. AHT will be notified of any material changes to the composition of the core engagement team described above, including the addition or substitution of any partner or senior associate.

4. Fees and Billing Rates

Calderwood & Harkness's fees for this engagement will be billed on an hourly basis at the following current standard rates for the members of the engagement team:

In addition to the attorneys listed above, time expended by paralegals and litigation support staff in connection with this matter will be billed at hourly rates ranging from $275.00 to $425.00 per hour, depending on the experience level and qualifications of the individual assigned. The Firm will identify all timekeepers on each invoice.

The billing rates set forth above are the Firm's current standard rates for the respective timekeepers and are subject to adjustment. Rate adjustments are typically made on an annual basis, effective as of January 1 of each calendar year. AHT will receive not less than thirty (30) days' prior written notice of any rate adjustment applicable to timekeepers assigned to this engagement. Unless AHT objects in writing within fifteen (15) days of receiving such notice, the adjusted rates will apply to all services rendered on or after the effective date of the adjustment.

All time will be recorded and billed in increments of one-tenth of an hour (i.e., six-minute increments). The Firm's timekeepers will maintain contemporaneous time records reflecting the date, a description of the services performed, and the time expended for each entry.

5. Expenses and Disbursements

In addition to professional fees, AHT will be responsible for the reimbursement of all reasonable out-of-pocket costs and disbursements incurred by Calderwood & Harkness in connection with this engagement. Reimbursable expenses include, but are not limited to, the following categories:

(a) Court filing fees, including fees associated with the filing of the Verified Complaint, motions, and other pleadings;

(b) Service of process costs, including fees charged by process servers and applicable sheriff or constable fees;

(d) Expert witness fees and costs, including the fees of Hargrove Forensic Economics LLC and Stonebridge Investigative Group LLC, which will be engaged under separate retention agreements as described below;

(e) Travel expenses reasonably incurred in connection with the matter, including transportation, lodging, and meals where necessary for out-of-office proceedings, depositions, or client meetings;

(f) Document reproduction costs, including photocopying, printing, and scanning charges;

(g) Electronic discovery vendor costs, including fees for the collection, processing, hosting, and review of electronically stored information ("ESI");

(h) Overnight delivery, courier, and postage charges;

(i) Computerized legal research charges, including charges associated with the use of Westmark Data Systems, Calderon Systems, and other legal research databases; and

(j) Any other reasonable costs and disbursements incurred with AHT's prior approval for expenses expected to exceed $5,000 individually.

Expert witness engagements, including those of Hargrove Forensic Economics LLC (damages analysis) and Stonebridge Investigative Group LLC (factual investigation), will be handled under separate retention agreements between those experts and AHT, or between those experts and Calderwood & Harkness as AHT's litigation counsel. Expert fees and expenses may be invoiced through Calderwood & Harkness as a disbursement on the Firm's monthly invoices, or directly by the expert firms to AHT, as the parties may agree. In either case, AHT will bear ultimate responsibility for all expert-related costs.

6. Invoicing and Payment Terms

Calderwood & Harkness will submit monthly invoices to AHT for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be issued within fifteen (15) business days following the close of each calendar month.

All invoices are due and payable within thirty (30) days of receipt (net-30). Payment should be made by wire transfer or check to the account designated on each invoice.

Each invoice will include a detailed description of the legal services rendered, identifying the timekeeper, the date on which services were performed, the hours expended, and a narrative description of the work performed. Invoices will also include an itemized summary of all disbursements incurred during the billing period.

AHT may direct any billing inquiries, questions, or requests for additional detail to Linda Osei, who may be reached at (617) 554-8044 or losei@calderwoodharkness.com.

If AHT disputes any portion of an invoice, AHT shall notify the Firm in writing within fifteen (15) days of receipt of the invoice in question, specifying the nature and basis of the dispute with reasonable particularity. The undisputed portion of any contested invoice shall remain due and payable on the original due date (i.e., within thirty (30) days of receipt). The Firm and AHT will use good faith efforts to resolve any billing dispute promptly.

Calderwood & Harkness reserves the right to charge interest at the rate of one percent (1.0%) per month (twelve percent (12.0%) per annum) on all amounts outstanding beyond thirty (30) days from the date of the invoice, unless such amounts are the subject of a good-faith dispute that has been timely communicated to the Firm in accordance with the procedures described above.

7. Retainer

AHT has agreed to provide an advance retainer deposit in the amount of Seventy-Five Thousand Dollars ($75,000.00) (the "Retainer"). The Retainer was received by the Firm on November 18, 2025, and will be deposited in Calderwood & Harkness's client trust account maintained in accordance with the Interest on Lawyers' Trust Accounts ("IOLTA") program of the Commonwealth of Massachusetts, as required by Massachusetts Rule of Professional Conduct 1.15.

The Retainer will be held in trust and applied against the final invoices rendered in this matter. The Retainer is not intended as, and should not be construed as, a cap on or estimate of the total fees and expenses that may be incurred in connection with this engagement. AHT remains responsible for the timely payment of all invoices as rendered, independent of the Retainer, until such time as the Retainer is applied against final invoices.

If the Retainer is substantially depleted during the course of the engagement — whether through application against invoices or otherwise — the Firm may request that AHT replenish the Retainer to its original amount or to such other amount as the parties may agree is appropriate given the anticipated scope of remaining work.

Any unused portion of the Retainer will be promptly refunded to AHT upon the conclusion of the engagement, after all final invoices have been rendered, any outstanding balances have been paid, and all trust account obligations have been satisfied.

8. Budget Estimates

Based on the Firm's preliminary assessment of the facts and legal issues presented by this matter, and taking into account the information currently available to us, Calderwood & Harkness provides the following budget estimates for the engagement:

Phase 1 — Through Preliminary Injunction Hearing: $175,000 to $225,000. This estimate encompasses all work anticipated through the conclusion of proceedings on AHT's request for emergency injunctive relief, including but not limited to the preparation and filing of the Verified Complaint; preparation and filing of the motion for a temporary restraining order and preliminary injunction; drafting of supporting affidavits, declarations, and memoranda of law; preparation of exhibits and supporting documentary evidence; hearing preparation, including witness preparation and moot sessions; and attendance at the TRO and preliminary injunction hearings before the Suffolk County Superior Court.

Phase 2 — Through Trial, If Necessary: $650,000 to $900,000. This estimate encompasses all work anticipated from the commencement of the engagement through the conclusion of trial and post-trial motions, if the matter proceeds to a full trial on the merits. This estimate includes all pre-trial proceedings, including written discovery (interrogatories, requests for production, and requests for admission), depositions of fact and expert witnesses, expert-related work (other than expert fees, which are excluded), motion practice (including any dispositive motions), pretrial conferences and compliance with all pretrial orders, trial preparation (including trial briefs, proposed jury instructions, witness outlines, and exhibit preparation), and attendance at trial.

These estimates are provided for planning purposes only and do not constitute a cap, ceiling, or guarantee with respect to the total fees that may be incurred in this matter. Actual fees will depend on numerous factors, many of which are outside the Firm's control, including without limitation the complexity and duration of the proceedings; the conduct and litigation posture of opposing counsel, Whitfield, Boone & Calloway LLP; the scope and contentiousness of discovery; rulings by the Court that may expand or narrow the issues in dispute; whether and to what extent the matter proceeds to trial or is resolved through settlement, mediation, or other means prior to trial; and the overall volume and complexity of the factual and legal issues that arise during the course of the litigation.

The budget estimates set forth above do not include expert witness fees, which will be addressed under separate retention agreements with Hargrove Forensic Economics LLC and Stonebridge Investigative Group LLC as described in Section 5 above.

Calderwood & Harkness will provide AHT with periodic budget updates, including revised estimates as appropriate, at reasonable intervals during the course of the engagement. The Firm will notify AHT promptly if it appears at any point that actual fees are likely to materially exceed the estimated range for any phase of the engagement, and will consult with AHT regarding options for managing costs and expenditures.

9. Conflict Check

Calderwood & Harkness has conducted a comprehensive conflicts check in accordance with the Massachusetts Rules of Professional Conduct, including Rules 1.7, 1.9, and 1.10, with respect to all known parties, witnesses, and affiliated entities identified in connection with this matter.

The Firm has confirmed that it does not currently represent, and has not within the past three years represented, Desmond R. Farris in any legal matter. The Firm has further confirmed that it does not currently represent Meridian Healthworks, Inc., Whitfield, Boone & Calloway LLP (counsel to Farris), or any other party known to be adverse to AHT in this matter.

The Firm does not currently represent Ridgeline Capital Partners, LP in any matter that would give rise to a conflict of interest within the meaning of the applicable rules. However, AHT should promptly advise the Firm if it becomes aware of any relationship, transaction, or other circumstance involving Ridgeline Capital Partners, LP or any of its affiliates that could give rise to an actual or potential conflict.

AHT acknowledges that Calderwood & Harkness represents AHT solely in connection with the matter identified in this engagement letter. The Firm is not precluded from representing other clients in unrelated matters, including matters that may involve other parties in the healthcare information technology industry, provided that no direct conflict of interest arises under the applicable rules. This engagement does not create an attorney-client relationship between Calderwood & Harkness and any affiliate, subsidiary, parent company, shareholder, officer, director, or employee of AHT, except to the extent required by the scope of the representation described herein.

If a conflict or potential conflict of interest arises at any point during the course of the representation, the Firm will promptly notify AHT and will address the matter in accordance with the Massachusetts Rules of Professional Conduct, including, where applicable, seeking informed written consent from all affected parties or withdrawing from the representation as may be required.

10. Client Responsibilities and Cooperation

The success of the Firm's representation of AHT depends in significant part on the Company's full and timely cooperation. AHT agrees to cooperate fully with Calderwood & Harkness throughout the course of this engagement, including by providing the Firm with timely access to all documents, electronically stored information, records, witnesses, and other information that may be relevant to the prosecution of AHT's claims or the defense of any counterclaims that may be asserted.

The primary client contacts for this engagement shall be:

(a) Marcus Tremblay, Esq., General Counsel — Mr. Tremblay will serve as the primary day-to-day client contact and will be responsible for coordinating AHT's internal response to requests from the Firm, facilitating access to Company personnel and records, and serving as the principal conduit for legal communications between AHT and Calderwood & Harkness.

(b) Dr. Annika Johansson, Chief Executive Officer — Dr. Johansson will be available for strategic consultations and will have authority to make decisions on behalf of AHT with respect to the prosecution and resolution of this matter, subject to any applicable approvals required under AHT's corporate governance framework.

AHT agrees to preserve all documents and electronically stored information that are or may be relevant to the claims and defenses in this matter. A formal litigation hold notice will be issued by Calderwood & Harkness to AHT promptly following the execution of this engagement letter, and AHT agrees to implement and enforce the litigation hold in accordance with the Firm's instructions. The failure to preserve relevant evidence could result in adverse consequences, including the imposition of sanctions by the Court, and AHT acknowledges the critical importance of compliance with all preservation obligations.

AHT will promptly inform Calderwood & Harkness of any developments relevant to this matter, including but not limited to any communications (whether direct or indirect) from or on behalf of Farris, Whitfield, Boone & Calloway LLP, Meridian Healthworks, Inc., or any of AHT's clients or former clients who may have been solicited or contacted by Farris, including Lakeview Regional Health System, Prairieland Medical Group, P.C., Summit Atlantic Health Partners, LLC, and Northbridge Community Health Network. AHT should refrain from communicating directly with Farris regarding matters within the scope of this engagement and should instead direct all such communications through the Firm.

11. Confidentiality and Privilege

All communications between Calderwood & Harkness and AHT in connection with this engagement are protected by the attorney-client privilege and, where applicable, the work product doctrine. These protections are fundamental to the attorney-client relationship and are essential to the Firm's ability to provide effective legal representation.

Calderwood & Harkness will maintain the confidentiality of all information provided by AHT in connection with this engagement, in accordance with the Massachusetts Rules of Professional Conduct, including Rule 1.6. The Firm will not disclose confidential client information to any third party except as expressly authorized by AHT in writing, as required by law or court order, or as permitted under the applicable rules in connection with the Firm's representation of AHT in this matter (for example, disclosures to expert witnesses retained by or on behalf of AHT, or disclosures made in the course of litigation proceedings).

AHT should take care to preserve the privileged and confidential nature of its communications with the Firm. In particular, AHT should limit the distribution of legal advice received from Calderwood & Harkness to those individuals within the Company who have a need to know the information in order to carry out their responsibilities in connection with this matter. The inadvertent disclosure of privileged communications to third parties could result in a waiver of the attorney-client privilege, and AHT is encouraged to consult with the Firm if any questions arise regarding the handling of privileged materials.

12. Governing Law

This engagement letter and the terms and conditions of the Firm's representation of AHT shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, including the Massachusetts Rules of Professional Conduct as adopted by the Supreme Judicial Court. Any dispute arising out of or relating to this engagement letter or the Firm's representation of AHT shall be subject to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts.

13. Termination

Either party may terminate this engagement at any time upon written notice to the other party. A decision to terminate the engagement shall not affect any rights or obligations that have accrued prior to the effective date of termination.

In the event that AHT terminates this engagement, AHT shall remain responsible for the payment of all fees and expenses incurred by Calderwood & Harkness through the date of termination, including any unbilled time and unreimbursed disbursements. Any outstanding invoices shall become due and payable in accordance with the terms set forth in Section 6 above.

In the event that Calderwood & Harkness terminates this engagement, the Firm will take all reasonable steps to protect AHT's interests and to facilitate an orderly transition to successor counsel, including the timely transfer of all files, work product, and relevant materials. Any withdrawal by the Firm from pending litigation will be subject to applicable court rules and procedures, including the requirement to obtain leave of court where necessary.

Upon termination of the engagement for any reason, any unused balance of the Retainer will be refunded to AHT after all final invoices have been rendered, all outstanding balances have been paid, and all trust account obligations have been satisfied. The Firm will use reasonable efforts to render final invoices within thirty (30) days following the effective date of termination.

14. Limitation of Liability and No Guarantee of Outcome

Calderwood & Harkness will exercise its best professional judgment in providing legal services to AHT in connection with this matter. However, the Firm cannot and does not guarantee any particular outcome, whether with respect to the preliminary injunction proceedings, trial, settlement, or any other aspect of the litigation. Litigation is inherently uncertain, and the results of any legal proceeding depend on a wide range of factors, many of which are outside the Firm's control.

The Firm's preliminary analysis of AHT's claims, the potential damages recoverable in this matter (currently estimated at approximately $27,506,866 based on information available to the Firm as of the date of this engagement letter), and the likelihood of success on the merits is based on the facts and circumstances known to the Firm at this time and is subject to change as additional facts are developed, discovery is conducted, and the legal and procedural landscape of the matter evolves. AHT acknowledges that the damages estimate referenced above is a preliminary figure and that actual recoverable damages, if any, may be higher or lower depending on the evidence and applicable law.

15. Electronic Communications

AHT consents to Calderwood & Harkness's use of unencrypted electronic mail (email) for routine communications in connection with this engagement, including the transmission of correspondence, scheduling communications, status updates, and similar non-sensitive materials. AHT acknowledges that unencrypted email carries inherent risks, including the risk of interception by unauthorized third parties, and agrees that the Firm shall not be liable for any loss or damage arising from the use of unencrypted email for routine communications.

For particularly sensitive or privileged communications, including communications containing confidential business information, trade secret materials, litigation strategy discussions, or other information the disclosure of which could be harmful to AHT's interests, the Firm may elect to use secure transmission methods, including encrypted email, secure file-sharing platforms, or hand delivery.

AHT's designated email contacts for purposes of this engagement are as follows:

Marcus Tremblay, Esq. — mtremblay@arborhealth.com

Such other persons as AHT may designate in writing from time to time.

16. Agreement and Counterparts

We ask that AHT indicate its acceptance of the terms and conditions of this engagement by executing this letter in the space provided below and returning a signed copy to Calderwood & Harkness at the address set forth in the letterhead above, or by electronic transmission to seklund@calderwoodharkness.com.

This engagement letter constitutes the entire agreement between Calderwood & Harkness and AHT with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the Firm's representation of AHT in this matter. No modification or amendment of this engagement letter shall be effective unless made in writing and signed by both parties.

This letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic signature (including by Brightwater Software, Ashford Health IT, or similar platform) or by transmission of a signed copy by email in portable document format (PDF) shall be deemed effective delivery of an originally executed counterpart.

We look forward to working with you and the AHT team on this matter and are prepared to move expeditiously to protect the Company's interests. Please do not hesitate to contact me or any member of the engagement team if you have questions regarding this engagement letter or any aspect of the representation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Samuel Eklund, Partner 100 High Street, 26th Floor Boston, MA 02110 Telephone: (617) 554-8012

Email: seklund@calderwoodharkness.com

AGREED AND ACCEPTED:

The undersigned, on behalf of Arbor Health Technologies Inc., hereby acknowledges receipt of this engagement letter, confirms that the undersigned has the authority to execute this letter on behalf of the Company, and agrees to the terms and conditions set forth herein.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Marcus Tremblay, Esq.

Title: General Counsel

Date: ________

230 Federal Street, Suite 1400 Boston, MA 02110

Enclosures: None.

cc:

Dr. Annika Johansson, Chief Executive Officer, Arbor Health Technologies Inc.

Linda Osei, Partner, Calderwood & Harkness LLP

Hannah Brinkley, Senior Associate, Calderwood & Harkness LLP

For the avoidance of doubt, the Client, Arbor Health Technologies Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.

Timekeeper	Position	Hourly Rate
Samuel Eklund	Partner	$1,150.00
Linda Osei	Partner	$1,050.00
Hannah Brinkley	Senior Associate	$785.00
Patrick Gallagher	Associate	$625.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
100 High Street, 26th Floor Boston, Massachusetts 02110 Telephone: (617) 554-8000 Facsimile: (617) 554-8001 www.calderwoodharkness.com
November 17, 2025
VIA HAND DELIVERY AND EMAIL
Marcus Tremblay, Esq. General Counsel Arbor Health Technologies Inc. 230 Federal Street, Suite 1400 Boston, MA 02110
Re: Engagement of Calderwood & Harkness LLP — Arbor Health Technologies Inc. v. Desmond R. Farris Matter No. 1010-00005
Dear Mr. Tremblay:
1. Purpose and Confirmation of Engagement
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Arbor Health Technologies Inc. ("AHT" or the "Company") as litigation counsel in the above-referenced matter. We appreciate the confidence that AHT and its leadership have placed in our Firm, and we are committed to providing the highest caliber of legal representation throughout the course of this engagement.
The purpose of this letter is to set forth the terms and conditions under which Calderwood & Harkness will represent AHT in connection with the claims described more fully herein. This engagement letter is intended to memorialize the agreement between the Firm and the Company and to ensure that both parties have a clear and mutual understanding of the scope of the representation, the applicable fee arrangements, and the respective rights and obligations of each party.
This engagement shall be effective as of the date of this letter, November 17, 2025. By executing this letter in the space provided below, AHT acknowledges that it has reviewed the terms set forth herein, that it has had the opportunity to ask questions and seek clarification regarding any provision, and that it agrees to be bound by the terms and conditions of this engagement letter in their entirety.
2. Scope of Representation
Calderwood & Harkness will represent AHT in connection with claims against Desmond R. Farris ("Farris"), AHT's former Chief Revenue Officer, arising from his breach of the Separation Agreement and General Release between AHT and Farris dated August 9, 2024 (effective August 30, 2024) (the "Separation Agreement"), and related tort claims. The Firm's representation of AHT in this matter will encompass the following specific claims and causes of action:
(a) Breach of the non-disparagement provision set forth in Section 6 of the Separation Agreement;
(b) Breach of the confidentiality provision set forth in Section 7 of the Separation Agreement;
(c) Breach of the non-solicitation of clients provision set forth in Section 8 of the Separation Agreement;
(d) Breach of the non-solicitation of employees provision set forth in Section 9 of the Separation Agreement;
(e) Violation of the Massachusetts Trade Secrets Act, M.G.L. c. 93, § 42, and related provisions;
(f) Tortious interference with business relations; and
(g) Defamation and business disparagement.
The scope of the Firm's representation in this matter includes the following activities and proceedings:
(i) Pre-filing demand correspondence to Farris and/or his counsel, and related negotiations aimed at resolving or narrowing the dispute prior to the institution of formal litigation;
(ii) Drafting, filing, and prosecution of a Verified Complaint in the Suffolk County Superior Court, Commonwealth of Massachusetts, asserting the claims described above;
(iii) Pursuit of emergency injunctive relief, including the preparation and filing of a motion for a temporary restraining order ("TRO") and a motion for a preliminary injunction, together with all supporting affidavits, memoranda of law, and exhibits;
(iv) All proceedings through and including trial and post-trial motions, if necessary, including but not limited to discovery, depositions, motion practice, pretrial conferences, trial preparation, and the trial itself.
The scope of this engagement does not include the following, unless separately agreed in writing:
(i) Any claims against Meridian Healthworks, Inc. ("Meridian") or any other third party, whether arising from the same or related facts and circumstances;
(ii) Any counterclaims that may be asserted by Farris for indemnification, contribution, or otherwise under any insurance policy, including but not limited to directors and officers ("D&O") liability coverage under Pinnacle Mutual Insurance Company, Policy No. PMI-EXEC-2024-08193, or under any indemnification agreement or provision of AHT's corporate governance documents;
(iii) Appellate proceedings, which, should they become necessary, would require a separate engagement agreement between the Firm and AHT;
(iv) Any regulatory filings with federal, state, or local governmental or regulatory agencies; any corporate governance matters, including board resolutions, shareholder communications, or similar matters; or any transactional matters of any kind.
Any expansion of the scope of this engagement beyond the matters described above must be confirmed in a written amendment to this engagement letter, signed by both the Firm and AHT. The Firm will not undertake additional work outside the stated scope without obtaining AHT's prior written authorization.
3. Engagement Team
Calderwood & Harkness has assembled a litigation team with deep experience in complex commercial litigation, trade secret disputes, and restrictive covenant enforcement. The following attorneys will serve as the core members of the engagement team for this matter:
Responsible Partner: Samuel Eklund. Mr. Eklund will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner for AHT. Mr. Eklund will be involved in all strategic decisions regarding the prosecution of AHT's claims, will participate in hearings and trial proceedings, and will be AHT's principal point of contact at the partner level for all matters of litigation strategy and client communication.
Billing Partner: Linda Osei. Ms. Osei will oversee all billing, budgeting, and financial aspects of the engagement. Ms. Osei will ensure that all invoices are prepared in accordance with the terms of this engagement letter and will be available to address any billing inquiries, disputes, or related matters that may arise during the course of the representation.
Lead Associate: Hannah Brinkley. Ms. Brinkley will serve as the lead associate responsible for the day-to-day management of the matter. Her responsibilities will include legal research, drafting of pleadings and motions, discovery coordination, witness preparation, and regular communication with AHT's designated contacts regarding the status of the case and upcoming deadlines.
Working Associate: Patrick Gallagher. Mr. Gallagher will support the engagement team on research, drafting, and document review tasks. Mr. Gallagher will work under the supervision of Ms. Brinkley and the partners on the engagement team.
Additional attorneys, paralegals, litigation support professionals, or other support staff may be assigned to the engagement team as necessary to ensure the efficient and effective prosecution of AHT's claims. AHT will be notified of any material changes to the composition of the core engagement team described above, including the addition or substitution of any partner or senior associate.
4. Fees and Billing Rates
Calderwood & Harkness's fees for this engagement will be billed on an hourly basis at the following current standard rates for the members of the engagement team:
In addition to the attorneys listed above, time expended by paralegals and litigation support staff in connection with this matter will be billed at hourly rates ranging from $275.00 to $425.00 per hour, depending on the experience level and qualifications of the individual assigned. The Firm will identify all timekeepers on each invoice.
The billing rates set forth above are the Firm's current standard rates for the respective timekeepers and are subject to adjustment. Rate adjustments are typically made on an annual basis, effective as of January 1 of each calendar year. AHT will receive not less than thirty (30) days' prior written notice of any rate adjustment applicable to timekeepers assigned to this engagement. Unless AHT objects in writing within fifteen (15) days of receiving such notice, the adjusted rates will apply to all services rendered on or after the effective date of the adjustment.
All time will be recorded and billed in increments of one-tenth of an hour (i.e., six-minute increments). The Firm's timekeepers will maintain contemporaneous time records reflecting the date, a description of the services performed, and the time expended for each entry.
5. Expenses and Disbursements
In addition to professional fees, AHT will be responsible for the reimbursement of all reasonable out-of-pocket costs and disbursements incurred by Calderwood & Harkness in connection with this engagement. Reimbursable expenses include, but are not limited to, the following categories:
(a) Court filing fees, including fees associated with the filing of the Verified Complaint, motions, and other pleadings;
(b) Service of process costs, including fees charged by process servers and applicable sheriff or constable fees;
(c) Deposition and court reporter fees, including transcript costs, videography fees, and related charges;
(d) Expert witness fees and costs, including the fees of Hargrove Forensic Economics LLC and Stonebridge Investigative Group LLC, which will be engaged under separate retention agreements as described below;
(e) Travel expenses reasonably incurred in connection with the matter, including transportation, lodging, and meals where necessary for out-of-office proceedings, depositions, or client meetings;
(f) Document reproduction costs, including photocopying, printing, and scanning charges;
(g) Electronic discovery vendor costs, including fees for the collection, processing, hosting, and review of electronically stored information ("ESI");
(h) Overnight delivery, courier, and postage charges;
(i) Computerized legal research charges, including charges associated with the use of Westmark Data Systems, Calderon Systems, and other legal research databases; and
(j) Any other reasonable costs and disbursements incurred with AHT's prior approval for expenses expected to exceed $5,000 individually.
Expert witness engagements, including those of Hargrove Forensic Economics LLC (damages analysis) and Stonebridge Investigative Group LLC (factual investigation), will be handled under separate retention agreements between those experts and AHT, or between those experts and Calderwood & Harkness as AHT's litigation counsel. Expert fees and expenses may be invoiced through Calderwood & Harkness as a disbursement on the Firm's monthly invoices, or directly by the expert firms to AHT, as the parties may agree. In either case, AHT will bear ultimate responsibility for all expert-related costs.
6. Invoicing and Payment Terms
Calderwood & Harkness will submit monthly invoices to AHT for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be issued within fifteen (15) business days following the close of each calendar month.
All invoices are due and payable within thirty (30) days of receipt (net-30). Payment should be made by wire transfer or check to the account designated on each invoice.
Each invoice will include a detailed description of the legal services rendered, identifying the timekeeper, the date on which services were performed, the hours expended, and a narrative description of the work performed. Invoices will also include an itemized summary of all disbursements incurred during the billing period.
AHT may direct any billing inquiries, questions, or requests for additional detail to Linda Osei, who may be reached at (617) 554-8044 or losei@calderwoodharkness.com.
If AHT disputes any portion of an invoice, AHT shall notify the Firm in writing within fifteen (15) days of receipt of the invoice in question, specifying the nature and basis of the dispute with reasonable particularity. The undisputed portion of any contested invoice shall remain due and payable on the original due date (i.e., within thirty (30) days of receipt). The Firm and AHT will use good faith efforts to resolve any billing dispute promptly.
Calderwood & Harkness reserves the right to charge interest at the rate of one percent (1.0%) per month (twelve percent (12.0%) per annum) on all amounts outstanding beyond thirty (30) days from the date of the invoice, unless such amounts are the subject of a good-faith dispute that has been timely communicated to the Firm in accordance with the procedures described above.
7. Retainer
AHT has agreed to provide an advance retainer deposit in the amount of Seventy-Five Thousand Dollars ($75,000.00) (the "Retainer"). The Retainer was received by the Firm on November 18, 2025, and will be deposited in Calderwood & Harkness's client trust account maintained in accordance with the Interest on Lawyers' Trust Accounts ("IOLTA") program of the Commonwealth of Massachusetts, as required by Massachusetts Rule of Professional Conduct 1.15.
The Retainer will be held in trust and applied against the final invoices rendered in this matter. The Retainer is not intended as, and should not be construed as, a cap on or estimate of the total fees and expenses that may be incurred in connection with this engagement. AHT remains responsible for the timely payment of all invoices as rendered, independent of the Retainer, until such time as the Retainer is applied against final invoices.
If the Retainer is substantially depleted during the course of the engagement — whether through application against invoices or otherwise — the Firm may request that AHT replenish the Retainer to its original amount or to such other amount as the parties may agree is appropriate given the anticipated scope of remaining work.
Any unused portion of the Retainer will be promptly refunded to AHT upon the conclusion of the engagement, after all final invoices have been rendered, any outstanding balances have been paid, and all trust account obligations have been satisfied.
8. Budget Estimates
Based on the Firm's preliminary assessment of the facts and legal issues presented by this matter, and taking into account the information currently available to us, Calderwood & Harkness provides the following budget estimates for the engagement:
Phase 1 — Through Preliminary Injunction Hearing: $175,000 to $225,000. This estimate encompasses all work anticipated through the conclusion of proceedings on AHT's request for emergency injunctive relief, including but not limited to the preparation and filing of the Verified Complaint; preparation and filing of the motion for a temporary restraining order and preliminary injunction; drafting of supporting affidavits, declarations, and memoranda of law; preparation of exhibits and supporting documentary evidence; hearing preparation, including witness preparation and moot sessions; and attendance at the TRO and preliminary injunction hearings before the Suffolk County Superior Court.
Phase 2 — Through Trial, If Necessary: $650,000 to $900,000. This estimate encompasses all work anticipated from the commencement of the engagement through the conclusion of trial and post-trial motions, if the matter proceeds to a full trial on the merits. This estimate includes all pre-trial proceedings, including written discovery (interrogatories, requests for production, and requests for admission), depositions of fact and expert witnesses, expert-related work (other than expert fees, which are excluded), motion practice (including any dispositive motions), pretrial conferences and compliance with all pretrial orders, trial preparation (including trial briefs, proposed jury instructions, witness outlines, and exhibit preparation), and attendance at trial.
These estimates are provided for planning purposes only and do not constitute a cap, ceiling, or guarantee with respect to the total fees that may be incurred in this matter. Actual fees will depend on numerous factors, many of which are outside the Firm's control, including without limitation the complexity and duration of the proceedings; the conduct and litigation posture of opposing counsel, Whitfield, Boone & Calloway LLP; the scope and contentiousness of discovery; rulings by the Court that may expand or narrow the issues in dispute; whether and to what extent the matter proceeds to trial or is resolved through settlement, mediation, or other means prior to trial; and the overall volume and complexity of the factual and legal issues that arise during the course of the litigation.
The budget estimates set forth above do not include expert witness fees, which will be addressed under separate retention agreements with Hargrove Forensic Economics LLC and Stonebridge Investigative Group LLC as described in Section 5 above.
Calderwood & Harkness will provide AHT with periodic budget updates, including revised estimates as appropriate, at reasonable intervals during the course of the engagement. The Firm will notify AHT promptly if it appears at any point that actual fees are likely to materially exceed the estimated range for any phase of the engagement, and will consult with AHT regarding options for managing costs and expenditures.
9. Conflict Check
Calderwood & Harkness has conducted a comprehensive conflicts check in accordance with the Massachusetts Rules of Professional Conduct, including Rules 1.7, 1.9, and 1.10, with respect to all known parties, witnesses, and affiliated entities identified in connection with this matter.
The Firm has confirmed that it does not currently represent, and has not within the past three years represented, Desmond R. Farris in any legal matter. The Firm has further confirmed that it does not currently represent Meridian Healthworks, Inc., Whitfield, Boone & Calloway LLP (counsel to Farris), or any other party known to be adverse to AHT in this matter.
The Firm does not currently represent Ridgeline Capital Partners, LP in any matter that would give rise to a conflict of interest within the meaning of the applicable rules. However, AHT should promptly advise the Firm if it becomes aware of any relationship, transaction, or other circumstance involving Ridgeline Capital Partners, LP or any of its affiliates that could give rise to an actual or potential conflict.
AHT acknowledges that Calderwood & Harkness represents AHT solely in connection with the matter identified in this engagement letter. The Firm is not precluded from representing other clients in unrelated matters, including matters that may involve other parties in the healthcare information technology industry, provided that no direct conflict of interest arises under the applicable rules. This engagement does not create an attorney-client relationship between Calderwood & Harkness and any affiliate, subsidiary, parent company, shareholder, officer, director, or employee of AHT, except to the extent required by the scope of the representation described herein.
If a conflict or potential conflict of interest arises at any point during the course of the representation, the Firm will promptly notify AHT and will address the matter in accordance with the Massachusetts Rules of Professional Conduct, including, where applicable, seeking informed written consent from all affected parties or withdrawing from the representation as may be required.
10. Client Responsibilities and Cooperation
The success of the Firm's representation of AHT depends in significant part on the Company's full and timely cooperation. AHT agrees to cooperate fully with Calderwood & Harkness throughout the course of this engagement, including by providing the Firm with timely access to all documents, electronically stored information, records, witnesses, and other information that may be relevant to the prosecution of AHT's claims or the defense of any counterclaims that may be asserted.
The primary client contacts for this engagement shall be:
(a) Marcus Tremblay, Esq., General Counsel — Mr. Tremblay will serve as the primary day-to-day client contact and will be responsible for coordinating AHT's internal response to requests from the Firm, facilitating access to Company personnel and records, and serving as the principal conduit for legal communications between AHT and Calderwood & Harkness.
(b) Dr. Annika Johansson, Chief Executive Officer — Dr. Johansson will be available for strategic consultations and will have authority to make decisions on behalf of AHT with respect to the prosecution and resolution of this matter, subject to any applicable approvals required under AHT's corporate governance framework.
AHT agrees to preserve all documents and electronically stored information that are or may be relevant to the claims and defenses in this matter. A formal litigation hold notice will be issued by Calderwood & Harkness to AHT promptly following the execution of this engagement letter, and AHT agrees to implement and enforce the litigation hold in accordance with the Firm's instructions. The failure to preserve relevant evidence could result in adverse consequences, including the imposition of sanctions by the Court, and AHT acknowledges the critical importance of compliance with all preservation obligations.
AHT will promptly inform Calderwood & Harkness of any developments relevant to this matter, including but not limited to any communications (whether direct or indirect) from or on behalf of Farris, Whitfield, Boone & Calloway LLP, Meridian Healthworks, Inc., or any of AHT's clients or former clients who may have been solicited or contacted by Farris, including Lakeview Regional Health System, Prairieland Medical Group, P.C., Summit Atlantic Health Partners, LLC, and Northbridge Community Health Network. AHT should refrain from communicating directly with Farris regarding matters within the scope of this engagement and should instead direct all such communications through the Firm.
11. Confidentiality and Privilege
All communications between Calderwood & Harkness and AHT in connection with this engagement are protected by the attorney-client privilege and, where applicable, the work product doctrine. These protections are fundamental to the attorney-client relationship and are essential to the Firm's ability to provide effective legal representation.
Calderwood & Harkness will maintain the confidentiality of all information provided by AHT in connection with this engagement, in accordance with the Massachusetts Rules of Professional Conduct, including Rule 1.6. The Firm will not disclose confidential client information to any third party except as expressly authorized by AHT in writing, as required by law or court order, or as permitted under the applicable rules in connection with the Firm's representation of AHT in this matter (for example, disclosures to expert witnesses retained by or on behalf of AHT, or disclosures made in the course of litigation proceedings).
AHT should take care to preserve the privileged and confidential nature of its communications with the Firm. In particular, AHT should limit the distribution of legal advice received from Calderwood & Harkness to those individuals within the Company who have a need to know the information in order to carry out their responsibilities in connection with this matter. The inadvertent disclosure of privileged communications to third parties could result in a waiver of the attorney-client privilege, and AHT is encouraged to consult with the Firm if any questions arise regarding the handling of privileged materials.
12. Governing Law
This engagement letter and the terms and conditions of the Firm's representation of AHT shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, including the Massachusetts Rules of Professional Conduct as adopted by the Supreme Judicial Court. Any dispute arising out of or relating to this engagement letter or the Firm's representation of AHT shall be subject to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts.
13. Termination
Either party may terminate this engagement at any time upon written notice to the other party. A decision to terminate the engagement shall not affect any rights or obligations that have accrued prior to the effective date of termination.
In the event that AHT terminates this engagement, AHT shall remain responsible for the payment of all fees and expenses incurred by Calderwood & Harkness through the date of termination, including any unbilled time and unreimbursed disbursements. Any outstanding invoices shall become due and payable in accordance with the terms set forth in Section 6 above.
In the event that Calderwood & Harkness terminates this engagement, the Firm will take all reasonable steps to protect AHT's interests and to facilitate an orderly transition to successor counsel, including the timely transfer of all files, work product, and relevant materials. Any withdrawal by the Firm from pending litigation will be subject to applicable court rules and procedures, including the requirement to obtain leave of court where necessary.
Upon termination of the engagement for any reason, any unused balance of the Retainer will be refunded to AHT after all final invoices have been rendered, all outstanding balances have been paid, and all trust account obligations have been satisfied. The Firm will use reasonable efforts to render final invoices within thirty (30) days following the effective date of termination.
14. Limitation of Liability and No Guarantee of Outcome
Calderwood & Harkness will exercise its best professional judgment in providing legal services to AHT in connection with this matter. However, the Firm cannot and does not guarantee any particular outcome, whether with respect to the preliminary injunction proceedings, trial, settlement, or any other aspect of the litigation. Litigation is inherently uncertain, and the results of any legal proceeding depend on a wide range of factors, many of which are outside the Firm's control.
The Firm's preliminary analysis of AHT's claims, the potential damages recoverable in this matter (currently estimated at approximately $27,506,866 based on information available to the Firm as of the date of this engagement letter), and the likelihood of success on the merits is based on the facts and circumstances known to the Firm at this time and is subject to change as additional facts are developed, discovery is conducted, and the legal and procedural landscape of the matter evolves. AHT acknowledges that the damages estimate referenced above is a preliminary figure and that actual recoverable damages, if any, may be higher or lower depending on the evidence and applicable law.
15. Electronic Communications
AHT consents to Calderwood & Harkness's use of unencrypted electronic mail (email) for routine communications in connection with this engagement, including the transmission of correspondence, scheduling communications, status updates, and similar non-sensitive materials. AHT acknowledges that unencrypted email carries inherent risks, including the risk of interception by unauthorized third parties, and agrees that the Firm shall not be liable for any loss or damage arising from the use of unencrypted email for routine communications.
For particularly sensitive or privileged communications, including communications containing confidential business information, trade secret materials, litigation strategy discussions, or other information the disclosure of which could be harmful to AHT's interests, the Firm may elect to use secure transmission methods, including encrypted email, secure file-sharing platforms, or hand delivery.
AHT's designated email contacts for purposes of this engagement are as follows:
Marcus Tremblay, Esq. — mtremblay@arborhealth.com
Such other persons as AHT may designate in writing from time to time.
16. Agreement and Counterparts
We ask that AHT indicate its acceptance of the terms and conditions of this engagement by executing this letter in the space provided below and returning a signed copy to Calderwood & Harkness at the address set forth in the letterhead above, or by electronic transmission to seklund@calderwoodharkness.com.
This engagement letter constitutes the entire agreement between Calderwood & Harkness and AHT with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, relating to the Firm's representation of AHT in this matter. No modification or amendment of this engagement letter shall be effective unless made in writing and signed by both parties.
This letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this letter by electronic signature (including by Brightwater Software, Ashford Health IT, or similar platform) or by transmission of a signed copy by email in portable document format (PDF) shall be deemed effective delivery of an originally executed counterpart.
We look forward to working with you and the AHT team on this matter and are prepared to move expeditiously to protect the Company's interests. Please do not hesitate to contact me or any member of the engagement team if you have questions regarding this engagement letter or any aspect of the representation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Samuel Eklund, Partner 100 High Street, 26th Floor Boston, MA 02110 Telephone: (617) 554-8012
Email: seklund@calderwoodharkness.com
AGREED AND ACCEPTED:
The undersigned, on behalf of Arbor Health Technologies Inc., hereby acknowledges receipt of this engagement letter, confirms that the undersigned has the authority to execute this letter on behalf of the Company, and agrees to the terms and conditions set forth herein.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Marcus Tremblay, Esq.
Title: General Counsel
Date: ________
230 Federal Street, Suite 1400 Boston, MA 02110
Enclosures: None.
cc:
Dr. Annika Johansson, Chief Executive Officer, Arbor Health Technologies Inc.
Linda Osei, Partner, Calderwood & Harkness LLP
Hannah Brinkley, Senior Associate, Calderwood & Harkness LLP
For the avoidance of doubt, the Client, Arbor Health Technologies Inc., is a portfolio company of Pinnacle Venture Fund II LP, and certain consents and reporting obligations to the sponsor may apply in connection with this matter.
Timekeeper | Position | Hourly Rate
Samuel Eklund | Partner | $1,150.00
Linda Osei | Partner | $1,050.00
Hannah Brinkley | Senior Associate | $785.00
Patrick Gallagher | Associate | $625.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA HAND DELIVERY AND EMAIL

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

ARBOR HEALTH TECHNOLOGIES INC.

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