Contract analysis

From: Eric Johannsen <ejohanssen@calderwoodharkness.com> To: Rachel Moynihan <rmoynihan@arborhealth.com> Date: Thu, 08 Feb 2024 08:47:00 -0000 Subject: Arbor Health Technologies Inc. — IPO Pricing Confirmation

I am pleased to confirm that the initial public offering of Arbor Health Technologies Inc. ("AHT" or the "Company") has priced this evening and the Underwriting Agreement has been executed. Congratulations to Nathaniel, David, Rachel, and the entire AHT team on this significant milestone—and thank you to everyone across the working group for the tremendous effort that brought us to this point.

Set forth below is a summary of the key pricing terms and next steps.

- **Issuer:** Arbor Health Technologies Inc. - **Security:** Common stock, par value $0.001 per share - **Exchange / Ticker:** NYSE / ARHT - **Base shares offered:** 20,000,000 shares (all primary; no secondary sales) - **Public offering price per share:** $20.00 - Priced at the top of the revised range of $18.00–$20.00 (and above the original range of $17.00–$19.00), reflecting strong investor demand during the road

**UNDERWRITER ALLOCATIONS (BASE OFFERING)**

| Underwriter | Shares | Percentage | |---|---|---| | Whitfield Barrow & Co., LLC | 10,000,000 | 50.0% | | Calloway Pierce Securities LLC | 6,000,000 | 30.0% | | Velthorn Capital Partners Inc. | 2,400,000 | 12.0% | | Pemberton Wallis LLC | 1,600,000 | 8.0% | | **Total** | **20,000,000** | **100.0%** |

- The SEC declared the Registration Statement on Form S-1 (File No. 333-276841) effective earlier today, February 8, 2024. - The Underwriting Agreement was executed this evening among Arbor Health Technologies Inc., Whitfield Barrow & Co., LLC (as Representative of the several underwriters), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC. - The Pricing Committee of the Board

- Pre-IPO shares outstanding: 80,000,000 - Post-IPO shares outstanding (base): 100,000,000 - Post-IPO shares outstanding (if overallotment exercised in full): 103,000,000

1. **Final Prospectus (Rule 424(b)(4)):** To be filed with the SEC tomorrow, February 9, 2024. We will circulate a final draft for review first thing in the morning.

2. **Closing:** Expected **February 13, 2024** (T+3 settlement). Delivery of shares against payment will occur at closing.

3. **Closing Deliverables:** Claire Dempsey will be circulating an updated closing checklist and status tracker shortly. All parties should please ensure timely preparation and delivery of all required certificates, legal opinions, comfort letters, and other closing deliverables in advance of the February 13 closing date.

4. **Comfort Letters:** Kellerman & Associates delivered the pricing-date comfort letter today. A bring-down comfort letter will be required at closing on February 13. Richard and Sonia—thank you for the prompt turnaround this evening.

5. **Lock-Up Agreements:** We confirm that all 45 lock-up agreements have been executed. The 180-day lock-up period commences today, February 8, 2024, and expires August 6, 2024, covering approximately 80,000,000 pre-IPO shares.

A copy of the executed Underwriting Agreement will be uploaded to the deal site and circulated separately. The updated closing checklist will follow.

Thank you again to the entire working group for the extraordinary effort over these past several months. Ted and I are available at any time should you have questions in the interim.

**Eric Johannsen** Lead Associate, Capital Markets Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 T: (212) 558-7240 E: ejohanssen@calderwoodharkness.com

*CONFIDENTIALITY NOTICE: This email message and any attachments are intended solely for the use of the addressee(s) named above and may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including attorney-client privilege and attorney work product doctrine. If you are not an intended recipient, or the employee or agent responsible for delivering this message to an