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Contract analysis / do-questionnaire-form.docx
do-questionnaire-form.docx
1010-00002 · 57 clauses
High · 3 Medium · 7 Standard · 7
Section 1.1 — Identification Medium
⚑ Confidentiality undertaking
Section 1.1 — Identification Please provide the following personal identification information. Items marked "(confidential)" will not be publicly disclosed and will be used solely for SEC filing purposes and internal records. Full Legal Name: _____________ Any Former Names or Aliases (including maiden name, name changes by marriage, court order, or otherwise): _____________ Date of Birth: _____________ Age (as of the
Section 1.2 — Position(s) with the Company
Section 1.2 — Position(s) with the Company Please provide the following information regarding your position(s) with the Company. Current Title(s) and Position(s) with the Company: _____________ Date Appointed to Current Position(s): _____________ If a Director, Date of Initial Election or Appointment to the Board of Directors: _____________ If a Director, Class to Which Assigned (Class I, Class II, or Class III) and
Section 1.3 — Business Experience (Five-Year History)
Section 1.3 — Business Experience (Five-Year History) Instruction: List all positions held during the past five years (from January 1, 2020 to the present), including the name of the employer or entity, your title or position, the principal business of the employer or entity, and the dates of service (beginning and ending). Include both current and former positions. If you held multiple positions at the same organiza
Section 1.4 — Education
Section 1.4 — Education Please list all post-secondary educational institutions attended, degrees received, and dates of graduation or attendance. If you attended an institution but did not receive a degree, please so indicate. Educational History: ________________________________________ ________________________________________ ________________________________________ Professional Licenses, Certifications, or Design
Section 1.5 — Qualifications, Attributes, Skills, and Experience
Section 1.5 — Qualifications, Attributes, Skills, and Experience Instruction: Regulation S-K Item 401(e) requires the Company to disclose, for each director, the specific experience, qualifications, attributes, or skills that led to the conclusion that such person should serve as a director of the Company at this time, in light of the Company's business and structure. Executive officers are also encouraged to respond
Section 1.6 — Biographical Narrative
Section 1.6 — Biographical Narrative Instruction: Please provide a brief biographical summary (approximately 150–250 words) suitable for inclusion in the prospectus. The summary should cover your career highlights, current role at the Company, and any notable accomplishments relevant to the Company's business. This narrative may be edited by counsel for consistency of style and format, but the substance of the narrat
Section 2.1 — Other Public Company Directorships
Section 2.1 — Other Public Company Directorships Instruction: List all directorships held by you at any public company (i.e., a company with a class of securities registered under Section 12 of the Exchange Act or that is subject to the reporting requirements of Section 15(d) of the Exchange Act) at any time during the past five years, including directorships that have since terminated. "Public company" also includes
Section 2.2 — Other Directorships and Board Positions (Private Companies, Nonprofits, etc.
Section 2.2 — Other Directorships and Board Positions (Private Companies, Nonprofits, etc.) Instruction: List all current directorships, trusteeships, advisory board memberships, or similar positions held at any private company, partnership, limited liability company, nonprofit organization, educational institution, trade association, or governmental body. Please also include any position as a trustee of a trust (oth
Section 2.3 — Affiliations with Significant Stockholders Medium
⚑ Notice / time limit to track
Section 2.3 — Affiliations with Significant Stockholders Do you serve as a partner, managing member, officer, director, employee, or consultant of any entity (or any affiliate thereof) that holds, or will hold immediately prior to the IPO, five percent (5%) or more of the Company's outstanding common stock (on an as-converted basis)? If yes, please describe your role and the nature of your affiliation with such entit
Section 3.1 — Direct Ownership
Section 3.1 — Direct Ownership Number of shares of Company common stock directly held by you as of the date of this Questionnaire: _____________ Par Value of Shares: $0.001 per share How and when were these shares acquired? (e.g., founder grant, stock purchase, option exercise, restricted stock award, gift, inheritance, conversion of preferred stock, or other): _____________ ________________________________________ A
Section 3.2 — Indirect Ownership
Section 3.2 — Indirect Ownership Instruction: List all shares of the Company's common stock beneficially owned by you but held through or by another person or entity, including, without limitation, shares held by or through (i) a family trust, revocable trust, irrevocable trust, or other estate-planning vehicle; (ii) an Immediate Family Member's account; (iii) a partnership, limited liability company, or other entity
Section 3.3 — Options, Warrants, and Convertible Securities
Section 3.3 — Options, Warrants, and Convertible Securities Instruction: List all outstanding stock options, warrants, restricted stock units ("RSUs"), stock appreciation rights ("SARs"), performance share units ("PSUs"), or other rights to acquire shares of the Company's common stock held by you as of the date of this Questionnaire, whether vested or unvested. For stock options, please include both incentive stock o
Section 3.4 — 83(b) Elections
Section 3.4 — 83(b) Elections Have you filed an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to any shares of Company common stock or restricted stock? If yes, please provide the following information for each such election: (a) date of filing with the Internal Revenue Service, (b) number of shares covered by the election, and (c) fair market value of the shares at the t
Section 3.5 — Rule 10b5-1 Trading Plans
Section 3.5 — Rule 10b5-1 Trading Plans Do you currently have in effect a trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act for the purchase or sale of Company securities? If yes, please describe the plan, including the following: (a) date of adoption of the plan, (b) the name of the broker-dealer administering the plan, (c) the maximum number of shares subject to the plan, (d) whether the pl
Section 3.6 — Shares of Other Entities
Section 3.6 — Shares of Other Entities Do you, or does any Immediate Family Member, hold any equity interest (including common stock, preferred stock, partnership interests, membership interests, options, warrants, or other rights to acquire equity) in any entity that has a material business relationship with the Company (e.g., customer, supplier, licensor, licensee, distributor, strategic partner, or competitor)? If
Section 3.7 — Voting and Disposition Agreements
Section 3.7 — Voting and Disposition Agreements Are any of your shares of the Company's securities subject to a voting agreement, stockholders' agreement, investors' rights agreement, registration rights agreement, right of first refusal, co-sale agreement, irrevocable proxy, or similar arrangement? If yes, describe the agreement, the parties thereto, and the material terms. Response: _____________ __________________
Section 3.8 — Lock-Up Agreements
Section 3.8 — Lock-Up Agreements Have you been asked to execute, or do you expect to execute, a lock-up agreement (or similar market standoff agreement) in connection with the IPO restricting the transfer, sale, pledge, or other disposition of your shares of the Company's securities for a period following the Offering? If yes, please provide the following information: (a) the number of shares subject to the lock-up,
Section 4.1 — Current Compensation
Section 4.1 — Current Compensation Instruction: Provide details of all compensation received from, accrued by, or awarded by the Company during each of the last two completed fiscal years and the current fiscal year to date, in each of the following categories. If you did not receive compensation in a particular category, please enter "$0" or "N/A." For equity awards, please report the grant date fair value computed
Section 4.2 — Employment Agreement or Offer Letter Medium
⚑ Confidentiality undertaking
Section 4.2 — Employment Agreement or Offer Letter Do you have a written employment agreement, offer letter, severance agreement, consulting agreement, or any other agreement governing the terms of your service with the Company? If yes, please attach a copy of each such agreement and describe the material terms below, including: • Term and duration of the agreement • Base salary • Annual bonus eligibility and target
Section 4.3 — Change-of-Control and Severance Arrangements
Section 4.3 — Change-of-Control and Severance Arrangements Describe any arrangement (whether contained in an employment agreement, equity incentive plan, award agreement, or standalone agreement) that provides for payments, benefits, or accelerated vesting of equity awards to you upon (i) a change of control of the Company, (ii) termination of your employment, or (iii) both a change of control and termination of your
Section 4.4 — Indemnification Arrangements High
⚑ Indemnity / guarantee obligation
Section 4.4 — Indemnification Arrangements Are you a party to any indemnification agreement with the Company? If yes, please attach a copy and describe the material terms below. Response: _____________ ________________________________________ Has the Company advanced expenses or indemnified you in connection with any legal proceeding (whether pending, threatened, or completed)? If yes, please describe the proceeding,
Section 4.5 — Director Compensation Standard
⚑ Commercial term
Section 4.5 — Director Compensation Instruction: If you are a non-employee director (i.e., a director who does not serve as an employee of the Company), please describe all compensation received from the Company during the last completed fiscal year (FY 2024), including: • Annual cash retainer (including any additional retainers for service as Board Chair, Lead Independent Director, or Committee Chair) • Meeting fees
Section 4.6 — Loans Standard
⚑ Commercial term
Section 4.6 — Loans Has the Company made any loan to you, guaranteed any obligation of yours, or otherwise extended credit to you? Do you have any outstanding indebtedness to the Company? If yes, please describe the loan or extension of credit, including the following: (a) the largest aggregate amount outstanding at any time during the period since January 1, 2023, (b) the amount outstanding as of the most recent pra
Section 5.1 — Transactions with the Company Medium
⚑ Liability cap to check against exposure
Section 5.1 — Transactions with the Company Instruction: Regulation S-K Item 404(a) requires disclosure of any transaction or currently proposed transaction in which (a) the Company was or is to be a participant, (b) the amount involved exceeds $120,000, and (c) any Related Person had or will have a direct or indirect material interest. A "transaction" includes, but is not limited to, any financial transaction, arran
Section 5.2 — Family Relationships
Section 5.2 — Family Relationships Are you related, by blood, marriage, or adoption, to any other director, executive officer, or person known to you to be nominated to become a director or executive officer of the Company? If yes, please identify the individuals and describe the nature of the relationship (e.g., spouse, parent, child, sibling, in-law). Response: _____________ ________________________________________
Section 5.3 — Business Relationships with the Company Standard
⚑ Commercial term
Section 5.3 — Business Relationships with the Company During the past three fiscal years (since January 1, 2022), have you, or has any entity with which you are affiliated (including any entity in which you serve as an officer, director, partner, member, employee, or holder of more than 10% of the equity interests), had any business relationship with the Company (other than your service as a director or executive off
Section 5.4 — Indebtedness of Management Standard
⚑ Commercial term
Section 5.4 — Indebtedness of Management Are you, or is any Immediate Family Member or Associate, indebted to the Company (or any subsidiary) in an amount exceeding $120,000? Is the Company (or any subsidiary) indebted to you, or to any Immediate Family Member or Associate, in an amount exceeding $120,000? If yes, please describe the nature, amount, and terms of such indebtedness. Response: _____________ ____________
Section 5.5 — Interests in Company Property
Section 5.5 — Interests in Company Property Do you, or does any Immediate Family Member, have any direct or indirect interest in any property (real or personal) currently owned, leased, or used by the Company, or proposed to be acquired, leased, or used by the Company? If yes, please describe the property, the nature of your interest, and the terms of the arrangement. Response: _____________ _________________________
Section 5.6 — Transactions with 5% Stockholders
Section 5.6 — Transactions with 5% Stockholders Please describe any transaction, arrangement, or relationship between you (or an Immediate Family Member) and any holder of more than 5% of the Company's outstanding common stock (on an as-converted basis), including, without limitation, Brindoval Trelvon Partners Fund IV, L.P. (and its affiliated funds and entities), Ridgeline Growth Equity Fund III, LLC (and its affil
Section 6.1 — Legal Proceedings Involving the Company Medium
⚑ Forum / governing law
Section 6.1 — Legal Proceedings Involving the Company Are you aware of any pending or threatened legal proceeding (including any lawsuit, arbitration, governmental investigation, or administrative proceeding) to which the Company (or any subsidiary) is a party, or to which any property of the Company (or any subsidiary) is subject, that is material to the Company? If yes, please describe the nature of the proceeding,
Section 6.2 — Personal Legal Proceedings (Regulation S-K Item 401(f)) High
⚑ Penalty / liquidated damages
Section 6.2 — Personal Legal Proceedings (Regulation S-K Item 401(f)) Instruction: For each of the following events, indicate whether the event has occurred during the past ten years with respect to you. If the answer to any sub-question is "Yes," provide full details, including dates, the nature of the proceeding, the court or governmental body involved, and the current status or resolution. These questions correspo
Section 6.3 — Ongoing Investigations
Section 6.3 — Ongoing Investigations Are you currently the subject of, or aware of, any investigation by any governmental agency (including, without limitation, the SEC, the Department of Justice, the Federal Trade Commission, the Food and Drug Administration, the Department of Health and Human Services Office of Inspector General, or any state attorney general's office), any regulatory body, or any self-regulatory o
Section 7.1 — NYSE Independence Standards Standard
⚑ Commercial term
Section 7.1 — NYSE Independence Standards Instruction: Section 303A.02 of the NYSE Listed Company Manual sets forth standards for determining whether a director is "independent." A director qualifies as independent only if the Board of Directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has
Section 7.2 — Audit Committee Independence (Rule 10A-3) Standard
⚑ Commercial term
Section 7.2 — Audit Committee Independence (Rule 10A-3) Instruction: If you serve or are expected to serve on the Audit Committee of the Board of Directors, please answer the following additional questions. Rule 10A-3 under the Exchange Act imposes additional independence requirements on members of audit committees of listed companies. (a) Do you accept, directly or indirectly, any consulting, advisory, or other comp
Section 7.3 — Audit Committee Financial Expert
Section 7.3 — Audit Committee Financial Expert Do you qualify as an "audit committee financial expert" within the meaning of Item 407(d)(5)(ii) of Regulation S-K? The SEC has defined an "audit committee financial expert" as a person who has the following attributes: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such pri
Section 7.4 — Controlled Company Exemption
Section 7.4 — Controlled Company Exemption Note for Counsel: This section is for the use of Calderwood & Harkness LLP and the Company's General Counsel in assessing whether the Company qualifies as a "controlled company" under Section 303A.00 of the NYSE Listed Company Manual (i.e., whether any stockholder or group holds more than 50% of the Company's voting power). Respondents need not complete this section. Calderw
Section 8.1 — Nomination Arrangements
Section 8.1 — Nomination Arrangements Were you elected, appointed, or nominated to the Board of Directors, or to your current officer position, pursuant to any arrangement or understanding with any person or entity other than the Company? If yes, please describe the arrangement or understanding, including the identity of the person or entity and the terms of such arrangement (e.g., board designation rights contained
Section 8.2 — Voting Agreements
Section 8.2 — Voting Agreements Are you a party to any agreement or understanding with any person or entity (other than the Company) regarding the voting of any securities of the Company? If yes, please describe the agreement, the parties thereto, the shares subject to such agreement, and the material terms. Response: _____________ ________________________________________ ________________________________________ If n
Section 9.1 — D&O Insurance
Section 9.1 — D&O Insurance Are you aware of any claim that has been made or threatened under the Company's directors' and officers' liability insurance policy? If yes, please describe the claim, including the date of the claim, the nature of the underlying matter, and the current status. Response: _____________ ________________________________________ Are you aware of any facts, circumstances, or events that may giv
Section 10.1 — Material Non-Public Information Medium
⚑ Confidentiality undertaking
Section 10.1 — Material Non-Public Information Are you currently in possession of any material non-public information about the Company or its business, operations, financial condition, or prospects that has not been disclosed to Calderwood & Harkness LLP and the Company's General Counsel? If yes, please describe the nature of such information generally (without disclosing the substance to unauthorized persons) and c
Section 10.2 — Insider Trading Policy
Section 10.2 — Insider Trading Policy Have you reviewed, and do you agree to comply with, the Company's Insider Trading Policy (a copy of which has been provided to you and which will become effective upon the closing of the IPO)? Yes / No: ___
Section 10.3 — Code of Business Conduct and Ethics
Section 10.3 — Code of Business Conduct and Ethics Have you reviewed, and do you agree to comply with, the Company's Code of Business Conduct and Ethics (a copy of which has been provided to you and which will become effective upon the closing of the IPO)? Yes / No: ___
Section 10.4 — Stock Ownership Guidelines
Section 10.4 — Stock Ownership Guidelines Are you aware of, and do you agree to comply with, any stock ownership guidelines applicable to directors and/or executive officers of the Company, as set forth in the Company's Corporate Governance Guidelines to be adopted in connection with the IPO? Yes / No: ___
Section 10.5 — Additional Matters
Section 10.5 — Additional Matters Is there any additional information that may be material to the Company's preparation of the Registration Statement, the prospectus, or any SEC filing that has not been covered by the foregoing questions? If yes, please describe fully. Response: _____________ ________________________________________ ________________________________________ If none, please write "None." PART XI — UPDA
Section 11.1 — Ongoing Duty to Update
Section 11.1 — Ongoing Duty to Update By signing this Questionnaire, you acknowledge and agree that you have an ongoing duty to promptly notify the Company's General Counsel (Rachel Moynihan) and Calderwood & Harkness LLP (Eric Johannsen and Claire Dempsey) of any change in the information provided in this Questionnaire, or any new information that would be responsive to any question contained herein, at any time pri
Section 11.2 — Certification and Signature
Section 11.2 — Certification and Signature CERTIFICATION I, the undersigned, hereby certify as follows:
1. The information provided by me in this Questionnaire and any attachments hereto is tru
1. The information provided by me in this Questionnaire and any attachments hereto is true, complete, and correct to the best of my knowledge, information, and belief after due inquiry.
2. I acknowledge my obligation to update this Questionnaire promptly in the event of any
2. I acknowledge my obligation to update this Questionnaire promptly in the event of any material change in the information provided herein, or in the event that any new information arises that would be responsive to any question contained herein, at any time prior to the completion of the Offering and for so long as a prospectus relating to the Offering is required to be delivered under the Securities Act of 1933, a
3. I understand that the information provided in this Questionnaire will be relied upon b
3. I understand that the information provided in this Questionnaire will be relied upon by the Company, Calderwood & Harkness LLP, Kellerman & Associates LLP, the underwriters of the Offering, and their respective counsel in connection with the preparation of the Registration Statement on Form S-1 of Arbor Health Technologies Inc. and any amendments or supplements thereto, as well as other filings with the SEC and th
4. I understand that material misstatements or omissions in the Registration Statement ma
4. I understand that material misstatements or omissions in the Registration Statement may subject me to liability under the federal securities laws, including Section 11 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.
5. I authorize Calderwood & Harkness LLP and the Company to use the information provided Medium
⚑ Confidentiality undertaking
5. I authorize Calderwood & Harkness LLP and the Company to use the information provided herein for the purposes described above and to share such information, on a confidential basis and to the extent necessary, with the Company's auditors, the underwriters, and their respective counsel. Signature: ________ Printed Name: ________ Title / Position with the Company: ________ Date: ________ APPENDIX A — SCHEDULE OF ATT
1. Copy of any employment agreement, offer letter, severance agreement, or consulting agr
1. Copy of any employment agreement, offer letter, severance agreement, or consulting agreement between you and the Company (referenced in Section 4.2)
2. Copy of any indemnification agreement between you and the Company (referenced in Secti High
⚑ Indemnity / guarantee obligation
2. Copy of any indemnification agreement between you and the Company (referenced in Section 4.4)
3. Copy of any Rule 10b5-1 trading plan currently in effect (referenced in Section 3.5)
3. Copy of any Rule 10b5-1 trading plan currently in effect (referenced in Section 3.5)
4. Copy of any lock-up agreement or market standoff agreement executed or to be executed
4. Copy of any lock-up agreement or market standoff agreement executed or to be executed in connection with the IPO (referenced in Section 3.8)
5. Copy of any election filed under Section 83(b) of the Internal Revenue Code with respe
5. Copy of any election filed under Section 83(b) of the Internal Revenue Code with respect to shares of the Company's common stock or restricted stock (referenced in Section 3.4)
6. Any other agreements, documents, or materials referenced in the respondent's answers a Standard
⚑ Commercial term
6. Any other agreements, documents, or materials referenced in the respondent's answers above that are relevant to the disclosures to be made in the Registration Statement Total Number of Attachments: ___ APPENDIX B — GLOSSARY OF DEFINED TERMS For ease of reference, the following terms used in this Questionnaire have the meanings set forth below. These definitions are consistent with those set forth in the Introducto