1010-00006 · Hargrove, Delacroix & Stein LLP · Engagement

engagement-letter-calderwood-harkness.docx DOCUMENT Funds

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CALDERWOOD & HARKNESS LLP Attorneys at Law

100 Federal Street, Suite 3400 Boston, Massachusetts 02110 Telephone: (617) 555-4200 Facsimile: (617) 555-4201 www.calderwoodharkness.com

May 13, 2024

Helen Tsao, Esq. General Counsel Arbor Health Technologies Inc. 400 Seaport Boulevard, Suite 1200 Boston, Massachusetts 02210

Re: Engagement of Calderwood & Harkness LLP — Inbound De-Identified Healthcare Claims Data License with Pinnacle Claims Analytics LLC Matter Number: 1010-00006

Dear Ms. Tsao:

1. Purpose and Confirmation of Engagement

Calderwood & Harkness LLP is pleased to confirm its engagement to represent Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered in Boston, Massachusetts, as licensee in connection with the negotiation, documentation, and closing of an inbound license to receive and use de-identified healthcare claims data from Pinnacle Claims Analytics LLC ("PCA"), a Delaware limited liability company headquartered in Nashville, Tennessee. We appreciate the confidence that AHT has placed in the Firm and look forward to working with you and your team on this important transaction.

This letter sets forth the terms and conditions of the engagement between Calderwood & Harkness LLP (referred to herein as "the Firm," "C&H," "we," or "us") and AHT (referred to herein as "the Client" or "you"). We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us in accordance with Section 13 below.

The engagement arises from your request, made during our meeting on May 6, 2024, that we assist AHT in securing access to PCA's longitudinal dataset of approximately 85 million de-identified patient records for integration into AHT's predictive-analytics platform. As discussed, AHT intends to incorporate the licensed data into its clinical-outcomes modeling and population-health analytics products, and the successful consummation of this transaction is of considerable strategic importance to the Client's product-development roadmap.

We understand that the anticipated total value of the data-license transaction is approximately $9,000,000, payable over the initial term of the license in accordance with a payment schedule to be negotiated as part of the transaction. The foregoing amount is our current understanding based on preliminary discussions and is subject to change as negotiations progress.

2. Scope of Representation

The scope of the Firm's engagement encompasses the following matters, each as more fully described below:

(a) Negotiation of the Data License Agreement and all ancillary transaction documents with PCA and its counsel, Hargrove, Delacroix & Stein LLP, including participation in drafting sessions, conference calls, and any in-person negotiation meetings as reasonably required to advance the transaction toward closing;

(b) Drafting and revising the Data License Agreement, including all exhibits thereto, which are expected to include, at a minimum, a data description and specifications exhibit, a data dictionary, and a schedule of data security requirements and technical safeguards applicable to AHT's receipt, storage, and use of the licensed data;

(c) Advising AHT on intellectual property ownership, derivative-works provisions, and residual-knowledge provisions in the license, including the allocation of rights in any analytics, models, algorithms, or insights generated by AHT through use of the licensed data;

(d) Advising on HIPAA de-identification compliance, including analysis of PCA's de-identification methodology under both the Safe Harbor standard set forth in 45 C.F.R. § 164.514(b)(2) and the Expert Determination standard set forth in 45 C.F.R. § 164.514(b)(1), and related regulatory considerations pertaining to the receipt and downstream use of de-identified data, including any applicable state health-data privacy statutes;

(e) Coordinating with AHT's regular outside privacy counsel, Whitfield & Ames, P.C. (David Whitfield, Esq.), as needed on HIPAA, state health-privacy matters, and any regulatory diligence questions that may arise in connection with PCA's de-identification practices or AHT's obligations as a recipient of de-identified data;

(f) Preparing or reviewing the lender notice to Lakeshore National Bank, in its capacity as administrative agent under AHT's existing senior secured credit facility, as required by the credit agreement dated March 15, 2022 (as amended by that certain First Amendment to Credit Agreement dated June 1, 2023), to the extent the contemplated transaction triggers any notification, consent, or reporting obligations under such facility;

(g) Preparing the AHT board resolution authorizing the execution, delivery, and performance of the Data License Agreement and related transaction documents, together with any other corporate-authorization documents reasonably necessary or appropriate in connection therewith;

(h) Preparing closing deliverables, including officer's certificates, closing checklists, bring-down certificates, and insurance certificate confirmations, and coordinating the closing process with PCA's counsel; and

(i) Such other matters as may reasonably arise in connection with the foregoing transaction and as may be mutually agreed upon by the Firm and the Client.

Scope Limitations. The engagement does not include, and the Firm will not be responsible for providing, representation or advice on the following matters:

(i) Tax advice related to the transaction, including federal, state, or local income tax, sales tax, or other tax consequences of entering into the Data License Agreement or the payments made thereunder. We recommend that AHT consult with its tax advisors regarding any such matters.

(ii) Ongoing post-closing regulatory compliance or monitoring, including any obligations AHT may have with respect to the maintenance, re-identification risk assessment, or security of the licensed data following the closing of the transaction.

(iii) Renegotiation of AHT's credit facility with Lakeshore National Bank, whether in connection with the contemplated transaction or otherwise. Our role is limited to preparing or reviewing any notices required under the existing facility in connection with the data-license transaction.

(iv) Any disputes arising after closing, whether between AHT and PCA or between AHT and any third party, unless the Firm is separately engaged for such purpose pursuant to a new engagement letter or amendment to this letter.

If AHT desires legal services beyond the scope described above, we would be happy to discuss an expansion of the engagement at that time, subject to the execution of an appropriate amendment or supplemental engagement letter.

3. Staffing

The following attorneys will be principally responsible for the engagement:

Nathaniel Bower will serve as the responsible partner with overall supervisory responsibility for the engagement. He will oversee all material aspects of the representation, participate in key negotiation sessions, and be available for strategic consultation throughout the course of the matter. Mr. Bower brings extensive experience in complex technology licensing and data transactions, having advised clients on similar inbound and outbound data-licensing arrangements in the healthcare and life-sciences sectors.

Colette Whitman will serve as the billing partner responsible for fee administration and invoicing. Ms. Whitman will review all invoices prior to their submission to AHT and will serve as a point of contact for any billing inquiries or questions regarding the Firm's fees and expenses.

Omar Siddiqui will serve as the lead associate responsible for day-to-day drafting, negotiation, and coordination. Mr. Siddiqui will be AHT's primary day-to-day contact at the Firm and will manage the document-production process, coordinate with PCA's counsel, and ensure that the transaction progresses on a timely basis toward closing.

Christy Bauer will assist with research, drafting, and due diligence. Ms. Bauer will support Mr. Siddiqui in preparing initial drafts, conducting legal research on intellectual property and regulatory matters, and reviewing PCA's diligence materials and data documentation.

The Firm reserves the right to assign additional attorneys, paralegals, or support staff as necessary to provide efficient and high-quality service on the matter. We will endeavor to staff the engagement in a manner that is both cost-effective and responsive to the Client's needs. We will consult with you regarding any material changes in staffing, including the addition of any new partners or senior associates to the engagement team.

Primary Client Contacts at AHT. We understand that the following individuals will serve as AHT's primary contacts for the engagement: Helen Tsao, General Counsel, for all legal matters, communications with the Firm, and decision-making authority with respect to the representation; and Marcus Ellison, Chief Data Officer, as the internal business lead for the transaction, including matters relating to data specifications, technical requirements, and integration planning. Unless otherwise instructed, we will direct our communications to you and Mr. Ellison as appropriate.

4. Fee Arrangement

Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the Firm's standard billing rates. The Firm's current 2024 billing rate ranges, by timekeeper category, are set forth below:

The specific billing rates for the primary timekeepers assigned to this matter are as follows:

Nathaniel Bower (Partner): $1,400 per hour

Colette Whitman (Partner): $1,350 per hour

Omar Siddiqui (Lead Associate): $950 per hour

Christy Bauer (Associate): $725 per hour

The foregoing rates reflect each timekeeper's current standard billing rate and are applicable to all professional services rendered in connection with this engagement. If additional timekeepers are assigned to the matter, their applicable billing rates will fall within the rate ranges specified above and will be communicated to you at or before the time they begin working on the matter.

The Firm's hourly rates are subject to adjustment, typically on an annual basis effective January 1 of each year. We will provide advance written notice to the Client of any rate increases. Adjusted rates will apply to services rendered on or after the effective date of the adjustment.

The Firm does not provide fee estimates or caps for this engagement. The total fees incurred will depend on a number of factors that are difficult to predict at the outset of the matter, including the complexity of the negotiation, the number of drafts exchanged, the extent of regulatory diligence required, and the responsiveness of PCA and its counsel. That said, we are committed to providing cost-effective representation and are happy to provide periodic updates on fees incurred and to discuss budgetary parameters at your request. We encourage open communication regarding billing matters and will work with you to manage costs in a manner consistent with the Client's objectives.

5. Expenses and Disbursements

In addition to fees for professional services, the Client will be responsible for reimbursement of out-of-pocket expenses and disbursements reasonably incurred in the course of the engagement. Such expenses and disbursements include, but are not limited to, the following:

• Travel expenses, including transportation, lodging, and meals, incurred in connection with in-person meetings, negotiation sessions, or the closing of the transaction;

• Filing fees, if any, associated with searches, filings, or registrations required in connection with the engagement;

• Courier and delivery charges, including overnight and same-day delivery services;

• Computerized legal research charges, including charges for Westmark Data Systems, Calderon Systems, and other electronic research services, billed at cost;

• Photocopying and document production, billed at the Firm's standard rates, which are currently $0.15 per page for black-and-white copies and $0.50 per page for color copies;

• Long-distance telecommunications charges, including conference call services and international telephone charges; and

• Other miscellaneous out-of-pocket expenses reasonably incurred in the course of the representation.

Extraordinary expenses — that is, any single expense item anticipated to exceed $5,000 — will be approved in advance by the Client prior to being incurred. The Firm will use commercially reasonable efforts to minimize expenses and will seek to utilize cost-effective alternatives where practicable.

6. Billing and Payment

Invoices will be rendered monthly, typically within fifteen (15) days following the end of each calendar month, and will cover professional services rendered and expenses incurred during the preceding month. Payment of each invoice is due within thirty (30) days of the invoice date.

Each invoice will include a summary of professional services rendered, organized by timekeeper, showing the date, description of services, hours, and applicable hourly rate for each time entry, as well as an itemization of disbursements and expenses incurred during the billing period. The Firm utilizes electronic billing and can accommodate LEDES or other billing formats upon request.

Overdue amounts — that is, amounts remaining unpaid after the expiration of the thirty (30)-day payment period — will accrue interest at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is less. Interest will begin to accrue on the thirty-first day following the invoice date and will continue to accrue until the outstanding balance is paid in full.

The Firm reserves the right to suspend work on the engagement or to withdraw from the representation if invoices remain unpaid for more than sixty (60) days, subject to the Firm's obligations under applicable rules of professional conduct, including Massachusetts Rules of Professional Conduct Rule 1.16. In the event that the Firm determines that suspension or withdrawal is necessary due to non-payment, we will provide the Client with reasonable advance written notice and an opportunity to cure the outstanding balance before taking any such action.

7. Conflict of Interest Clearance

The Firm has conducted a conflicts check in accordance with the Massachusetts Rules of Professional Conduct, including Rules 1.7 and 1.9 thereof, and has determined that no conflict of interest exists that would preclude the Firm from undertaking this engagement.

Specifically, the Firm does not currently represent, and has not within the past twenty-four (24) months represented, Pinnacle Claims Analytics LLC, Hargrove, Delacroix & Stein LLP, Ridgeview Health Ventures LLC, Cedarpoint Capital Partners Fund IV, L.P., Cedarpoint Capital Management LLC, Lakeshore National Bank, or any other party known to be adverse to AHT's interests in this transaction. The Firm has also confirmed that no attorney currently assigned to this matter has any personal or financial interest that would create a conflict with respect to the representation.

If a potential conflict of interest arises during the course of the engagement — whether as a result of the Firm's acceptance of a new client, a change in the parties involved in the transaction, or otherwise — the Firm will promptly notify you and, if necessary, seek an appropriate waiver or consent, or take other steps consistent with our ethical obligations under the Massachusetts Rules of Professional Conduct. In the event that a non-waivable conflict is identified, the Firm will cooperate fully in the orderly transition of the matter to successor counsel.

8. Confidentiality

All information provided by the Client to the Firm in connection with this engagement will be treated as confidential and will be subject to the protections of the attorney-client privilege and the work-product doctrine, to the fullest extent permitted by applicable law. The Firm acknowledges the sensitive nature of the information that may be shared in the course of this representation, including proprietary business information, strategic plans, financial data, and details regarding AHT's technology platform and product roadmap.

The Firm will implement reasonable administrative, technical, and physical safeguards to protect the confidentiality of Client information, including information relating to PCA's data, pricing, and business terms that may be shared with the Firm during the course of the transaction. Such safeguards will be consistent with the Firm's internal information-security policies and applicable professional and legal standards. Access to confidential Client information will be limited to those attorneys, paralegals, and support staff who have a need to know such information in connection with the performance of services under this engagement.

The Firm will not disclose confidential Client information to any third party without the Client's prior written consent, except as required by law, court order, or applicable rules of professional conduct.

9. Document Retention

Upon conclusion of the engagement, whether by completion of the transaction, termination, or otherwise, the Firm will retain client files in accordance with its document-retention policy. Under the Firm's current policy, client files are retained for a period of ten (10) years following the conclusion of the engagement, after which time the files may be destroyed without further notice to the Client. The term "client files" includes both paper and electronic files maintained by the Firm in connection with the engagement, but does not include the Firm's internal administrative records, drafts, notes, or internal memoranda prepared for the Firm's own use.

Original documents provided by the Client to the Firm during the course of the engagement will be returned to the Client upon request at any time during or after the engagement. If the Client does not request the return of original documents, such documents will be retained and, ultimately, disposed of in accordance with the Firm's document-retention policy as described above.

We recommend that the Client maintain its own complete set of all transaction documents and correspondence related to this matter.

10. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. The Firm's right to withdraw from the representation is subject to the Firm's obligations under applicable rules of professional conduct, including Massachusetts Rules of Professional Conduct Rule 1.16, which may require, among other things, that the Firm obtain leave of a tribunal if litigation is pending and that the Firm take reasonable steps to protect the Client's interests upon withdrawal.

Upon termination of the engagement, the Client will be responsible for payment of all fees for professional services rendered and all expenses and disbursements incurred through the date of termination, in accordance with the terms of this engagement letter. The Firm will render a final invoice within thirty (30) days of the effective date of termination.

The Firm will cooperate in the orderly transition of the matter to successor counsel, if applicable, including by providing copies of relevant files and work product (subject to any applicable lien for unpaid fees) and by making the engagement team available for a reasonable transition period to ensure continuity of representation.

11. Governing Law

This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts-of-law principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Client shall be subject to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts, sitting in Suffolk County.

12. No Guarantee of Outcome

While the Firm will use its best professional efforts in representing AHT in connection with this transaction, no assurances or guarantees can be made regarding the outcome of any negotiation, the terms upon which the Data License Agreement may ultimately be executed, or whether the transaction will be consummated at all. The outcome of the negotiation depends on numerous factors, many of which are beyond the Firm's control, including the positions and priorities of PCA and its counsel, regulatory developments, and market conditions. Nothing in this engagement letter or in any communication between the Firm and the Client shall be construed as a guarantee or warranty of any particular result.

13. Acceptance and Agreement

If the terms and conditions set forth in this engagement letter are acceptable to AHT, we ask that you please sign and return a copy of this letter to the undersigned at your earliest convenience. Your signature below will confirm AHT's agreement to the terms and conditions set forth herein and will authorize the Firm to proceed with the engagement.

The engagement will be deemed effective as of the date of this letter — May 13, 2024 — upon receipt by the Firm of the countersigned copy. In the interim, any work performed by the Firm at AHT's request on or after the date of this letter will be governed by the terms set forth herein.

We are enthusiastic about the opportunity to represent AHT in this transaction and are confident that we can provide the high-quality legal services that this matter requires. Please do not hesitate to contact me or Omar Siddiqui if you have any questions regarding this letter or the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Nathaniel Bower

Title: Partner

Date: ________

ACKNOWLEDGED AND AGREED:

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Helen Tsao

Title: General Counsel

Date: ________

cc: Colette Whitman, Esq. (Calderwood & Harkness LLP) Omar Siddiqui, Esq. (Calderwood & Harkness LLP) Marcus Ellison, Chief Data Officer (Arbor Health Technologies Inc.)

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.

Name	Role	Practice Group
Nathaniel Bower	Responsible Partner	Intellectual Property & Technology Transactions
Colette Whitman	Billing Partner	Intellectual Property & Technology Transactions
Omar Siddiqui	Lead Associate	Intellectual Property
Christy Bauer	Working Associate	Intellectual Property
Timekeeper Category	Hourly Rate Range
Partners	$1,250 – $1,450 per hour
Senior Associates	$850 – $1,050 per hour
Associates	$650 – $850 per hour
Paralegals / Legal Assistants	$350 – $450 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law
100 Federal Street, Suite 3400 Boston, Massachusetts 02110 Telephone: (617) 555-4200 Facsimile: (617) 555-4201 www.calderwoodharkness.com
May 13, 2024
Helen Tsao, Esq. General Counsel Arbor Health Technologies Inc. 400 Seaport Boulevard, Suite 1200 Boston, Massachusetts 02210
Re: Engagement of Calderwood & Harkness LLP — Inbound De-Identified Healthcare Claims Data License with Pinnacle Claims Analytics LLC Matter Number: 1010-00006
Dear Ms. Tsao:
1. Purpose and Confirmation of Engagement
Calderwood & Harkness LLP is pleased to confirm its engagement to represent Arbor Health Technologies Inc. ("AHT"), a Delaware corporation headquartered in Boston, Massachusetts, as licensee in connection with the negotiation, documentation, and closing of an inbound license to receive and use de-identified healthcare claims data from Pinnacle Claims Analytics LLC ("PCA"), a Delaware limited liability company headquartered in Nashville, Tennessee. We appreciate the confidence that AHT has placed in the Firm and look forward to working with you and your team on this important transaction.
This letter sets forth the terms and conditions of the engagement between Calderwood & Harkness LLP (referred to herein as "the Firm," "C&H," "we," or "us") and AHT (referred to herein as "the Client" or "you"). We ask that you review this letter carefully and, if the terms are acceptable, countersign and return a copy to us in accordance with Section 13 below.
The engagement arises from your request, made during our meeting on May 6, 2024, that we assist AHT in securing access to PCA's longitudinal dataset of approximately 85 million de-identified patient records for integration into AHT's predictive-analytics platform. As discussed, AHT intends to incorporate the licensed data into its clinical-outcomes modeling and population-health analytics products, and the successful consummation of this transaction is of considerable strategic importance to the Client's product-development roadmap.
We understand that the anticipated total value of the data-license transaction is approximately $9,000,000, payable over the initial term of the license in accordance with a payment schedule to be negotiated as part of the transaction. The foregoing amount is our current understanding based on preliminary discussions and is subject to change as negotiations progress.
2. Scope of Representation
The scope of the Firm's engagement encompasses the following matters, each as more fully described below:
(a) Negotiation of the Data License Agreement and all ancillary transaction documents with PCA and its counsel, Hargrove, Delacroix & Stein LLP, including participation in drafting sessions, conference calls, and any in-person negotiation meetings as reasonably required to advance the transaction toward closing;
(b) Drafting and revising the Data License Agreement, including all exhibits thereto, which are expected to include, at a minimum, a data description and specifications exhibit, a data dictionary, and a schedule of data security requirements and technical safeguards applicable to AHT's receipt, storage, and use of the licensed data;
(c) Advising AHT on intellectual property ownership, derivative-works provisions, and residual-knowledge provisions in the license, including the allocation of rights in any analytics, models, algorithms, or insights generated by AHT through use of the licensed data;
(d) Advising on HIPAA de-identification compliance, including analysis of PCA's de-identification methodology under both the Safe Harbor standard set forth in 45 C.F.R. § 164.514(b)(2) and the Expert Determination standard set forth in 45 C.F.R. § 164.514(b)(1), and related regulatory considerations pertaining to the receipt and downstream use of de-identified data, including any applicable state health-data privacy statutes;
(e) Coordinating with AHT's regular outside privacy counsel, Whitfield & Ames, P.C. (David Whitfield, Esq.), as needed on HIPAA, state health-privacy matters, and any regulatory diligence questions that may arise in connection with PCA's de-identification practices or AHT's obligations as a recipient of de-identified data;
(f) Preparing or reviewing the lender notice to Lakeshore National Bank, in its capacity as administrative agent under AHT's existing senior secured credit facility, as required by the credit agreement dated March 15, 2022 (as amended by that certain First Amendment to Credit Agreement dated June 1, 2023), to the extent the contemplated transaction triggers any notification, consent, or reporting obligations under such facility;
(g) Preparing the AHT board resolution authorizing the execution, delivery, and performance of the Data License Agreement and related transaction documents, together with any other corporate-authorization documents reasonably necessary or appropriate in connection therewith;
(h) Preparing closing deliverables, including officer's certificates, closing checklists, bring-down certificates, and insurance certificate confirmations, and coordinating the closing process with PCA's counsel; and
(i) Such other matters as may reasonably arise in connection with the foregoing transaction and as may be mutually agreed upon by the Firm and the Client.
Scope Limitations. The engagement does not include, and the Firm will not be responsible for providing, representation or advice on the following matters:
(i) Tax advice related to the transaction, including federal, state, or local income tax, sales tax, or other tax consequences of entering into the Data License Agreement or the payments made thereunder. We recommend that AHT consult with its tax advisors regarding any such matters.
(ii) Ongoing post-closing regulatory compliance or monitoring, including any obligations AHT may have with respect to the maintenance, re-identification risk assessment, or security of the licensed data following the closing of the transaction.
(iii) Renegotiation of AHT's credit facility with Lakeshore National Bank, whether in connection with the contemplated transaction or otherwise. Our role is limited to preparing or reviewing any notices required under the existing facility in connection with the data-license transaction.
(iv) Any disputes arising after closing, whether between AHT and PCA or between AHT and any third party, unless the Firm is separately engaged for such purpose pursuant to a new engagement letter or amendment to this letter.
If AHT desires legal services beyond the scope described above, we would be happy to discuss an expansion of the engagement at that time, subject to the execution of an appropriate amendment or supplemental engagement letter.
3. Staffing
The following attorneys will be principally responsible for the engagement:
Nathaniel Bower will serve as the responsible partner with overall supervisory responsibility for the engagement. He will oversee all material aspects of the representation, participate in key negotiation sessions, and be available for strategic consultation throughout the course of the matter. Mr. Bower brings extensive experience in complex technology licensing and data transactions, having advised clients on similar inbound and outbound data-licensing arrangements in the healthcare and life-sciences sectors.
Colette Whitman will serve as the billing partner responsible for fee administration and invoicing. Ms. Whitman will review all invoices prior to their submission to AHT and will serve as a point of contact for any billing inquiries or questions regarding the Firm's fees and expenses.
Omar Siddiqui will serve as the lead associate responsible for day-to-day drafting, negotiation, and coordination. Mr. Siddiqui will be AHT's primary day-to-day contact at the Firm and will manage the document-production process, coordinate with PCA's counsel, and ensure that the transaction progresses on a timely basis toward closing.
Christy Bauer will assist with research, drafting, and due diligence. Ms. Bauer will support Mr. Siddiqui in preparing initial drafts, conducting legal research on intellectual property and regulatory matters, and reviewing PCA's diligence materials and data documentation.
The Firm reserves the right to assign additional attorneys, paralegals, or support staff as necessary to provide efficient and high-quality service on the matter. We will endeavor to staff the engagement in a manner that is both cost-effective and responsive to the Client's needs. We will consult with you regarding any material changes in staffing, including the addition of any new partners or senior associates to the engagement team.
Primary Client Contacts at AHT. We understand that the following individuals will serve as AHT's primary contacts for the engagement: Helen Tsao, General Counsel, for all legal matters, communications with the Firm, and decision-making authority with respect to the representation; and Marcus Ellison, Chief Data Officer, as the internal business lead for the transaction, including matters relating to data specifications, technical requirements, and integration planning. Unless otherwise instructed, we will direct our communications to you and Mr. Ellison as appropriate.
4. Fee Arrangement
Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the Firm's standard billing rates. The Firm's current 2024 billing rate ranges, by timekeeper category, are set forth below:
The specific billing rates for the primary timekeepers assigned to this matter are as follows:
Nathaniel Bower (Partner): $1,400 per hour
Colette Whitman (Partner): $1,350 per hour
Omar Siddiqui (Lead Associate): $950 per hour
Christy Bauer (Associate): $725 per hour
The foregoing rates reflect each timekeeper's current standard billing rate and are applicable to all professional services rendered in connection with this engagement. If additional timekeepers are assigned to the matter, their applicable billing rates will fall within the rate ranges specified above and will be communicated to you at or before the time they begin working on the matter.
The Firm's hourly rates are subject to adjustment, typically on an annual basis effective January 1 of each year. We will provide advance written notice to the Client of any rate increases. Adjusted rates will apply to services rendered on or after the effective date of the adjustment.
The Firm does not provide fee estimates or caps for this engagement. The total fees incurred will depend on a number of factors that are difficult to predict at the outset of the matter, including the complexity of the negotiation, the number of drafts exchanged, the extent of regulatory diligence required, and the responsiveness of PCA and its counsel. That said, we are committed to providing cost-effective representation and are happy to provide periodic updates on fees incurred and to discuss budgetary parameters at your request. We encourage open communication regarding billing matters and will work with you to manage costs in a manner consistent with the Client's objectives.
5. Expenses and Disbursements
In addition to fees for professional services, the Client will be responsible for reimbursement of out-of-pocket expenses and disbursements reasonably incurred in the course of the engagement. Such expenses and disbursements include, but are not limited to, the following:
•  Travel expenses, including transportation, lodging, and meals, incurred in connection with in-person meetings, negotiation sessions, or the closing of the transaction;
•  Filing fees, if any, associated with searches, filings, or registrations required in connection with the engagement;
•  Courier and delivery charges, including overnight and same-day delivery services;
•  Computerized legal research charges, including charges for Westmark Data Systems, Calderon Systems, and other electronic research services, billed at cost;
•  Photocopying and document production, billed at the Firm's standard rates, which are currently $0.15 per page for black-and-white copies and $0.50 per page for color copies;
•  Long-distance telecommunications charges, including conference call services and international telephone charges; and
•  Other miscellaneous out-of-pocket expenses reasonably incurred in the course of the representation.
Extraordinary expenses — that is, any single expense item anticipated to exceed $5,000 — will be approved in advance by the Client prior to being incurred. The Firm will use commercially reasonable efforts to minimize expenses and will seek to utilize cost-effective alternatives where practicable.
6. Billing and Payment
Invoices will be rendered monthly, typically within fifteen (15) days following the end of each calendar month, and will cover professional services rendered and expenses incurred during the preceding month. Payment of each invoice is due within thirty (30) days of the invoice date.
Each invoice will include a summary of professional services rendered, organized by timekeeper, showing the date, description of services, hours, and applicable hourly rate for each time entry, as well as an itemization of disbursements and expenses incurred during the billing period. The Firm utilizes electronic billing and can accommodate LEDES or other billing formats upon request.
Overdue amounts — that is, amounts remaining unpaid after the expiration of the thirty (30)-day payment period — will accrue interest at the rate of 1.0% per month (12.0% per annum), or the maximum rate permitted by applicable law, whichever is less. Interest will begin to accrue on the thirty-first day following the invoice date and will continue to accrue until the outstanding balance is paid in full.
The Firm reserves the right to suspend work on the engagement or to withdraw from the representation if invoices remain unpaid for more than sixty (60) days, subject to the Firm's obligations under applicable rules of professional conduct, including Massachusetts Rules of Professional Conduct Rule 1.16. In the event that the Firm determines that suspension or withdrawal is necessary due to non-payment, we will provide the Client with reasonable advance written notice and an opportunity to cure the outstanding balance before taking any such action.
7. Conflict of Interest Clearance
The Firm has conducted a conflicts check in accordance with the Massachusetts Rules of Professional Conduct, including Rules 1.7 and 1.9 thereof, and has determined that no conflict of interest exists that would preclude the Firm from undertaking this engagement.
Specifically, the Firm does not currently represent, and has not within the past twenty-four (24) months represented, Pinnacle Claims Analytics LLC, Hargrove, Delacroix & Stein LLP, Ridgeview Health Ventures LLC, Cedarpoint Capital Partners Fund IV, L.P., Cedarpoint Capital Management LLC, Lakeshore National Bank, or any other party known to be adverse to AHT's interests in this transaction. The Firm has also confirmed that no attorney currently assigned to this matter has any personal or financial interest that would create a conflict with respect to the representation.
If a potential conflict of interest arises during the course of the engagement — whether as a result of the Firm's acceptance of a new client, a change in the parties involved in the transaction, or otherwise — the Firm will promptly notify you and, if necessary, seek an appropriate waiver or consent, or take other steps consistent with our ethical obligations under the Massachusetts Rules of Professional Conduct. In the event that a non-waivable conflict is identified, the Firm will cooperate fully in the orderly transition of the matter to successor counsel.
8. Confidentiality
All information provided by the Client to the Firm in connection with this engagement will be treated as confidential and will be subject to the protections of the attorney-client privilege and the work-product doctrine, to the fullest extent permitted by applicable law. The Firm acknowledges the sensitive nature of the information that may be shared in the course of this representation, including proprietary business information, strategic plans, financial data, and details regarding AHT's technology platform and product roadmap.
The Firm will implement reasonable administrative, technical, and physical safeguards to protect the confidentiality of Client information, including information relating to PCA's data, pricing, and business terms that may be shared with the Firm during the course of the transaction. Such safeguards will be consistent with the Firm's internal information-security policies and applicable professional and legal standards. Access to confidential Client information will be limited to those attorneys, paralegals, and support staff who have a need to know such information in connection with the performance of services under this engagement.
The Firm will not disclose confidential Client information to any third party without the Client's prior written consent, except as required by law, court order, or applicable rules of professional conduct.
9. Document Retention
Upon conclusion of the engagement, whether by completion of the transaction, termination, or otherwise, the Firm will retain client files in accordance with its document-retention policy. Under the Firm's current policy, client files are retained for a period of ten (10) years following the conclusion of the engagement, after which time the files may be destroyed without further notice to the Client. The term "client files" includes both paper and electronic files maintained by the Firm in connection with the engagement, but does not include the Firm's internal administrative records, drafts, notes, or internal memoranda prepared for the Firm's own use.
Original documents provided by the Client to the Firm during the course of the engagement will be returned to the Client upon request at any time during or after the engagement. If the Client does not request the return of original documents, such documents will be retained and, ultimately, disposed of in accordance with the Firm's document-retention policy as described above.
We recommend that the Client maintain its own complete set of all transaction documents and correspondence related to this matter.
10. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. The Firm's right to withdraw from the representation is subject to the Firm's obligations under applicable rules of professional conduct, including Massachusetts Rules of Professional Conduct Rule 1.16, which may require, among other things, that the Firm obtain leave of a tribunal if litigation is pending and that the Firm take reasonable steps to protect the Client's interests upon withdrawal.
Upon termination of the engagement, the Client will be responsible for payment of all fees for professional services rendered and all expenses and disbursements incurred through the date of termination, in accordance with the terms of this engagement letter. The Firm will render a final invoice within thirty (30) days of the effective date of termination.
The Firm will cooperate in the orderly transition of the matter to successor counsel, if applicable, including by providing copies of relevant files and work product (subject to any applicable lien for unpaid fees) and by making the engagement team available for a reasonable transition period to ensure continuity of representation.
11. Governing Law
This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts-of-law principles. Any dispute arising out of or relating to this engagement letter or the Firm's representation of the Client shall be subject to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts, sitting in Suffolk County.
12. No Guarantee of Outcome
While the Firm will use its best professional efforts in representing AHT in connection with this transaction, no assurances or guarantees can be made regarding the outcome of any negotiation, the terms upon which the Data License Agreement may ultimately be executed, or whether the transaction will be consummated at all. The outcome of the negotiation depends on numerous factors, many of which are beyond the Firm's control, including the positions and priorities of PCA and its counsel, regulatory developments, and market conditions. Nothing in this engagement letter or in any communication between the Firm and the Client shall be construed as a guarantee or warranty of any particular result.
13. Acceptance and Agreement
If the terms and conditions set forth in this engagement letter are acceptable to AHT, we ask that you please sign and return a copy of this letter to the undersigned at your earliest convenience. Your signature below will confirm AHT's agreement to the terms and conditions set forth herein and will authorize the Firm to proceed with the engagement.
The engagement will be deemed effective as of the date of this letter — May 13, 2024 — upon receipt by the Firm of the countersigned copy. In the interim, any work performed by the Firm at AHT's request on or after the date of this letter will be governed by the terms set forth herein.
We are enthusiastic about the opportunity to represent AHT in this transaction and are confident that we can provide the high-quality legal services that this matter requires. Please do not hesitate to contact me or Omar Siddiqui if you have any questions regarding this letter or the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Nathaniel Bower
Title: Partner
Date: ________
ACKNOWLEDGED AND AGREED:
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Helen Tsao
Title: General Counsel
Date: ________
cc: Colette Whitman, Esq. (Calderwood & Harkness LLP) Omar Siddiqui, Esq. (Calderwood & Harkness LLP) Marcus Ellison, Chief Data Officer (Arbor Health Technologies Inc.)
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.
Name | Role | Practice Group
Nathaniel Bower | Responsible Partner | Intellectual Property & Technology Transactions
Colette Whitman | Billing Partner | Intellectual Property & Technology Transactions
Omar Siddiqui | Lead Associate | Intellectual Property
Christy Bauer | Working Associate | Intellectual Property
Timekeeper Category | Hourly Rate Range
Partners | $1,250 – $1,450 per hour
Senior Associates | $850 – $1,050 per hour
Associates | $650 – $850 per hour
Paralegals / Legal Assistants | $350 – $450 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

ARBOR HEALTH TECHNOLOGIES INC.

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