Contract analysis

I. Executive Summary On August 16, 2024, Arbor Health Technologies Inc. ("AHT" or the "Company") closed a $25,000,000 senior secured bridge loan (the "Bridge Loan") provided by Pinnacle Trust Bank, N.A. ("Pinnacle Trust" or the "Lender"). The Bridge Loan was structured as a sign-and-close transaction, with the Bridge Loan Agreement signed and funded in full on August 16, 2024. There was no separate signing date or de

II. Key Transaction Terms The following table summarizes the material terms of the Bridge Loan as set forth in the executed Bridge Loan Agreement dated August 16, 2024:

III. Negotiation Summary and Key Issues This Section describes the principal issues that arose during the negotiation of the Bridge Loan, the positions taken by the respective parties, and the resolutions achieved. The negotiation process commenced with AHT's receipt of Pinnacle Trust's initial term sheet on July 11, 2024 and proceeded through multiple rounds of document exchange. The Bridge Loan Agreement and relate

IV. Risk Assessment This Section identifies and assesses the principal risks associated with the Bridge Loan from the perspective of the borrower and our representation. A. Liquidity Runway The Company's near-term liquidity position, while adequate, warrants close monitoring. The relevant figures are as follows: • Cash at Closing: Approximately $72,000,000, consisting of $47,000,000 in pre-existing cash and cash equi

V. Fees and Expenses Summary of Transaction Costs The following table summarizes all fees and expenses incurred in connection with the Bridge Loan transaction: Total transaction costs of $594,300 represent approximately 2.37% of the $25,000,000 facility amount. This is within the range customary for bridge loan transactions of this size and complexity. Calderwood & Harkness LLP Fee Reconciliation Total Calderwood & H

VI. Document List The complete closing set comprises 16 deliverables, as enumerated in the Closing Memorandum dated August 16, 2024, prepared by Sophie Tremblay, reviewed by Marcus Leung, and approved by Claudia Merritt:

1. Bridge Loan Agreement (execution version, dated August 16, 2024, by and among Arbor Health Technologies Inc., the Guarantors, and Pinnacle Trust Bank, N.A.)

2. Guaranty Agreement (execution version, dated August 16, 2024, by Arbor Health Holdings LLC and Arbor Health Platform Services Inc. in favor of Pinnacle Trust Bank, N.A.)

3. Security Agreement (execution version, dated August 16, 2024, by and among each Loan Party and Pinnacle Trust Bank, N.A. as Secured Party)

4. Borrower's Counsel Legal Opinion (delivered by Calderwood & Harkness LLP to Pinnacle Trust Bank, N.A., dated August 16, 2024, covering corporate existence, authorization, enforceability, no conflicts, and perfection of security interests)

5. Secretary's Certificate of Borrower (delivered by Gerald Fong, Corporate Secretary, with the following exhibits: Exhibit A — Restated Certificate of Incorporation of AHT; Exhibit B — Amended and Restated Bylaws of AHT; Exhibit C — Board Resolutions authorizing the Bridge Loan, dated August 2, 2024; Exhibit D — Good Standing Certificates from the Delaware Secretary of State, dated August 14, 2024)

6. Officer's Closing Certificate (delivered by Evan Strickland, CFO, certifying the accuracy of representations and warranties, absence of defaults, and compliance with conditions precedent)

7. Borrowing Request / Funding Notice (requesting disbursement of $25,000,000 in a single advance on August 16, 2024)

8. Perfection Certificate (executed by each Loan Party, setting forth legal names, jurisdictions of organization, locations of chief executive offices, locations of collateral, and deposit account information)

9. Good Standing Certificates — Delaware (for each Loan Party: AHT, Arbor Health Holdings LLC, and Arbor Health Platform Services Inc., each dated no earlier than August 14, 2024)

10. Good Standing Certificate — Massachusetts (for the Borrower, from the Massachusetts Secretary of the Commonwealth, dated August 14, 2024)

11. UCC, Tax Lien, and Judgment Search Reports — Delaware (dated August 12, 2024, conducted by Meridian Filing Services Inc., covering the Borrower and each Guarantor)

12. Evidence of Insurance (certificates of insurance evidencing comprehensive general liability, professional liability/E&O, cyber liability, and property insurance, with Pinnacle Trust Bank, N.A. named as additional insured and loss payee as applicable)

13. Payment of Origination Fee ($125,000, paid by wire transfer to Pinnacle Trust Bank, N.A.)

14. Payment of Lender's Counsel Fees ($118,500, paid by wire transfer to Whitfield Gage & Associates LLP)

15. Payment of Reedmore Advisory Fee ($150,000, paid by wire transfer to Reedmore Capital Partners LLC)

16. Funding Wire ($25,000,000 disbursed by Pinnacle Trust Bank, N.A. to AHT's designated operating account; Wire Reference: PTB-2024-08162841) All documents have been executed and filed as required. Originals of all closing documents are maintained in the Calderwood & Harkness LLP matter file (Matter No. 1010-00001) in the firm's document management system. Counterpart execution was completed electronically via Brigh

VII. Follow-Up Items The following items require attention in the near term and should be calendared accordingly:

1. First Quarterly Interest Payment. The first quarterly interest payment is due on September 30, 2024 (the last Business Day of the fiscal quarter). Based on the current all-in rate of 10.19% and the actual/360 day count convention, the estimated interest payment for the period from August 16, 2024 through September 30, 2024 (45 days) is approximately $318,438 ($25,000,000 × 10.19% × 45/360). The exact amount will d

2. First Compliance Certificate. The first compliance certificate under Section 9.01 of the Bridge Loan Agreement is due within 45 days after the end of the fiscal quarter ending September 30, 2024 — i.e., by November 14, 2024. The compliance certificate must include calculations demonstrating the Company's compliance with the minimum liquidity covenant ($15,000,000), the maximum net leverage ratio (3.50x), and the m

3. Monthly Liquidity Monitoring. Section 9.01 of the Bridge Loan Agreement requires monthly testing of the minimum liquidity covenant ($15,000,000 in unrestricted cash and cash equivalents). Although the Loan Agreement does not require delivery of a formal monthly compliance certificate (in contrast to the quarterly compliance certificate requirements), we recommend that AHT implement an internal process to monitor a

4. Permanent Credit Facility Engagement. Calderwood & Harkness should promptly engage with AHT and Gerald Fong regarding the scope of our representation for the permanent revolving credit facility that the Company expects to close in Q1 2025. Pinnacle Trust Bank is on the shortlist to serve as administrative agent for the permanent facility, along with two other financial institutions. Early engagement will allow us

5. Perfection Monitoring. Ongoing monitoring is required for any changes in AHT's corporate structure, legal names, jurisdictions of organization, chief executive office locations, or deposit accounts that could affect the perfection status of the Lender's security interest. Under Section 4.1(a) of the Security Agreement, each Grantor is required to provide 30 days' prior written notice to the Lender before any such

6. Healthcare Regulatory Compliance. As discussed in Section IV.D above, ongoing compliance with HIPAA, HITECH, and applicable state privacy requirements should be monitored, particularly as the MedBridge and Cortland integration proceeds across the Company's 22-state operational footprint. Any material regulatory findings, enforcement actions, or data breach incidents could implicate the representations and warranti