Contract analysis

Section 1. Identity and Authority of Certifying Officers Each of the undersigned hereby certifies, in his capacity as an officer of the Company and not in his individual or personal capacity (except as otherwise provided in Section 9 hereof), as follows: Dr. Nathaniel Rourke is the Co-Founder, Chairman and Chief Executive Officer of Arbor Health Technologies Inc., and David Halderman is the Chief Financial Officer of

Section 2. Registration Statement and Prospectus Identification The Company filed a Registration Statement on Form S-1 (File No. 333-276841; SEC CIK Number: 0001987432) with the Securities and Exchange Commission (the "SEC") on January 22, 2024, which Registration Statement was subsequently amended by Amendment No. 1 to Form S-1 filed with the SEC on February 5, 2024 (as so amended, and together with all exhibits the

Section 3. Certification — Accuracy of Representations and Warranties Each of the undersigned hereby certifies that each of the representations and warranties of the Company contained in the Underwriting Agreement is true and correct in all material respects as of the date of the Underwriting Agreement (February 8, 2024) and as of the Closing Date (February 13, 2024), with the same force and effect as though expressl

Section 4. Certification — Compliance with Covenants Each of the undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants, agreements, and conditions required by the Underwriting Agreement to be performed or complied with by the Company at or prior to the Closing Date. Without limiting the generality of the foregoing, each of the undersigned specifically cer

Section 5. Certification — Effectiveness of Registration Statement Each of the undersigned hereby certifies as follows with respect to the effectiveness of the Registration Statement: (a) The Registration Statement on Form S-1 (File No. 333-276841) became effective under the Securities Act of 1933, as amended, on February 8, 2024. (b) As of the date hereof and as of the Closing Date, no stop order suspending the effe

Section 6. Certification — No Material Adverse Effect Each of the undersigned hereby certifies that, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Effect (as such term is defined in the Underwriting Agreement) on the business, financial condition, results of operations, properties, or prospects of the Company, whet

Section 7. Certification — No Material Misstatement or Omission Each of the undersigned hereby certifies as follows: (a) The Registration Statement, as of its effective date (February 8, 2024), did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Prospectus, as of its date (Fe

Section 8. Additional Certifications Each of the undersigned hereby further certifies as follows: (a) Satisfaction of Conditions Precedent. All conditions precedent to the obligations of the Underwriters set forth in Section 7 of the Underwriting Agreement relating to actions to be taken or conditions to be fulfilled by the Company on or before the Closing Date have been duly satisfied in all material respects as of

Section 9. Limitation and Reliance This Certificate is being delivered to the Underwriters solely in connection with the Closing of the sale of the Firm Shares pursuant to the Underwriting Agreement and is solely for the benefit of the Underwriters. No other person or entity is entitled to rely on this Certificate for any purpose. The Underwriters are entitled to rely upon this Certificate and the certifications and