Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the key modifications to Arbor Health Technologies Inc.'s ("AHT" or the "Company") existing senior secured revolving credit facility effected by that certain First Amendment to Credit Agreement, dated as of January 18, 2024 (the "Amendment"), among Arbor Health Technologies Inc., as Borrower, Keypoint National Bank, N.A., as Administrative Agent (the

II. Background — Existing Credit Facility A. Original Credit Agreement The Credit Agreement was originally entered into on March 15, 2022 (the "Original Credit Agreement"), among AHT, as Borrower, Keypoint National Bank, N.A., as Administrative Agent, and Stonemill Capital Bank, as Lender. The Original Credit Agreement provides for a $150,000,000 senior secured revolving credit facility (the "Facility"). Prior to the

III. Summary of Key Amendments Set forth below is a detailed summary of each of the four principal modifications effected by the Amendment. A. Amended Change of Control Definition (Section 1 of the Amendment)

1. Prior Definition Under the Original Credit Agreement, a "Change of Control" was defined to include any transaction or series of related transactions resulting in any of the following: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becoming the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the E

2. Amendment — IPO Carve-Out The Amendment revises the Change of Control definition by adding a new proviso to clause (a) that expressly excludes from the definition of "Change of Control" any "Qualified IPO." The term "Qualified IPO" is defined in the Amendment as follows: "Qualified IPO" means an underwritten initial public offering of shares of common stock (or equivalent equity securities) of the Borrower on a na

3. Ongoing Applicability It is important to note that the Change of Control definition, as amended, continues to apply in full force to all post-IPO transactions and events. Any future acquisition of AHT by a third party, accumulation of voting power above the 35% Ownership Threshold by any person or group (whether through open-market purchases, tender offers, merger transactions, or otherwise), or change in a majori

Section 7.06 of the Original Credit Agreement contains a negative covenant restricting the Borrower from issuing any Equity Securities (including common stock, preferred stock, warrants, options, and other convertible securities) without the prior written consent of the Administrative Agent, subject to limited exceptions. The permitted exceptions under the Original Credit Agreement were limited to: (a) equity securit

2. Amendment — Specific IPO Carve-Out The Amendment adds a new clause (c) to the permitted equity issuances definition in Section 7.06, covering the following additional categories of permitted issuances: (i) the issuance and sale of shares of common stock of the Borrower in a Qualified IPO (as defined in Section 1 of the Amendment and described above in Section III.A.2 of this memorandum), including shares sold to t

3. Continuing Restrictions Any issuance of Equity Securities by the Company that falls outside the scope of a Qualified IPO, the overallotment option, or the approved equity compensation plans described above continues to require the prior written consent of the Administrative Agent. This restriction is particularly relevant in the context of potential future secondary offerings, follow-on offerings, or at-the-market

Section 2.11 of the Original Credit Agreement sets forth the circumstances under which the Borrower is required to make mandatory prepayments of outstanding revolving loans. Under the Original Credit Agreement, mandatory prepayments were required from the following sources: (a) Asset Disposition Proceeds: 100% of Net Cash Proceeds from any Asset Disposition (or series of related Asset Dispositions) in which the aggre

2. Amendment — IPO Proceeds Treatment The Amendment addresses the treatment of IPO proceeds under the mandatory prepayment provisions in several respects. First, the Amendment provides that net cash proceeds received by the Borrower from a Qualified IPO are not subject to the mandatory prepayment obligation under clause (b) of Section 2.11. This clarification, while arguably unnecessary (given that equity issuance pr

3. Lien Release Mechanics Upon repayment of the approximately $65,000,000 outstanding balance, the security interest and liens granted under the Security Agreement in favor of the Administrative Agent and the Lender Parties will remain in full force and effect. The Facility is not being terminated as part of the IPO; rather, the revolving commitments will continue to be available for future borrowings by the Company

1. Change of Control Event of Default

Section 8.01(j) of the Original Credit Agreement provides that the occurrence of a "Change of Control" (as defined in the Credit Agreement) constitutes an Event of Default, entitling the Administrative Agent (at the direction of the Required Lenders) to declare all outstanding Obligations immediately due and payable and to terminate the revolving commitments. This is a standard "hair trigger" provision in credit agre

2. Cross-Default and Material Adverse Effect The Amendment does not modify the cross-default provisions set forth in Section 8.01(e) of the Original Credit Agreement, which provide that a default under any other Indebtedness of the Borrower or its Subsidiaries in a principal amount exceeding $5,000,000 constitutes an Event of Default under the Credit Agreement. AHT has confirmed that no such cross-default exists or i

1. Bring-Down of Representations As a condition precedent to the effectiveness of the Amendment, AHT was required to deliver to the Administrative Agent a certificate signed by an authorized officer of the Company certifying that all representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of January 18, 2024 (the date of the Amendment), with the s

2. No Default AHT was further required to certify, as an additional condition to effectiveness, that no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing as of the date of the Amendment, or would result from the execution, delivery, and performance of the Amendment. The officer's certificate delivered on January 18, 2024 included this certification. Based on our revi

3. Board Authorization AHT has represented in the Amendment that its Board of Directors (acting through the Finance and Audit Committee, an authorized committee thereof) has duly authorized the execution, delivery, and performance of the Amendment, and that the officer executing the Amendment on behalf of the Company has been duly authorized to do so. This authorization is consistent with, and was effected as part of

4. Delivery of Amendment Documents The Amendment was duly executed and delivered by all three parties — AHT (as Borrower), Keypoint National Bank, N.A. (as Administrative Agent), and Stonemill Capital Bank (as Lender) — on January 18, 2024. The Amendment became effective upon execution and delivery by all parties. Executed copies of the Amendment are maintained in the Calderwood & Harkness document management system

IV. Impact on IPO Timeline and Closing Mechanics The execution date of the Amendment (January 18, 2024) was selected to ensure that the Amendment was fully effective before two critical milestones in the IPO process: (i) the public filing of the Registration Statement on Form S-1 with the SEC on January 22, 2024, and (ii) the commencement of the IPO roadshow on January 29, 2024. By securing the Amendment in advance o

V. Items Requiring Continued Attention The following action items remain outstanding and will require attention from the Calderwood & Harkness deal team in the coming weeks:

1. Payoff Letter. Obtain the final payoff letter from Keypoint National Bank, N.A. with wire instructions no later than two (2) business days prior to the anticipated closing date of the IPO. Coordinate with Rachel Moynihan (General Counsel, AHT) and David Halderman (CFO, AHT) regarding execution and delivery of the payoff letter and arrangement of the wire transfer.

2. Closing Checklist. Confirm that the repayment of the revolving balance under the Credit Agreement is reflected on the IPO closing checklist as a condition and/or deliverable. Ensure that the repayment is sequenced appropriately in the closing funds flow memorandum.

3. Financial Covenant Monitoring. Continue to monitor AHT's compliance with the financial covenants under the Credit Agreement (Total Net Leverage Ratio not to exceed 3.50x; Fixed Charge Coverage Ratio not less than 1.25x) through the closing date and in the first post-IPO quarterly testing period (the fiscal quarter ending March 31, 2024). While the Company is currently in a strong compliance position, the IPO-relat

4. Tax Coordination. Coordinate with Sylvia Hartwell of the Calderwood & Harkness Tax Group regarding the tax treatment of interest payments made on the revolving credit facility and the repayment of the outstanding balance from IPO proceeds. A separate C&H Tax Memorandum titled "Use of Proceeds — Tax Treatment of Credit Facility Repayment" is being prepared by the Tax Group and will be circulated under separate cove

5. Registration Statement Filings. Confirm that the executed First Amendment has been properly filed as Exhibit 10.14 to the Registration Statement on Form S-1. Review the "Description of Indebtedness" section and all other references to the Credit Agreement in the prospectus to ensure consistency with the terms of the Credit Agreement as amended by the Amendment.

6. Underwriters' Counsel Review. Confirm that Meridian Hale & Quivorn LLP (counsel to the underwriters) has completed its review of the Amendment for purposes of its closing deliverables, including the underwriters' counsel legal opinion and the 10b-5 negative assurance letter. Follow up with the Meridian Hale team to confirm that no issues or comments have been raised with respect to the Amendment.

VI. Conclusion The First Amendment to Credit Agreement dated January 18, 2024, among Arbor Health Technologies Inc., Keypoint National Bank, N.A., and Stonemill Capital Bank, successfully addresses the principal credit agreement issues arising from AHT's proposed initial public offering of common stock on the New York Stock Exchange. The key modifications effected by the Amendment — specifically, the "Qualified IPO"

Section 1 — Change of Control | "Change of Control" includes any person or group acquiring beneficial ownership of more than 35% of outstanding Voting Stock; no exception for IPO transactions | Adds express exclusion for any "Qualified IPO" (defined as an underwritten IPO on a national securities exchange resulting in gross proceeds of at least $200,000,000); carve-out applies provided no single new stockholder or gr

Section 2 — Permitted Equity Issuances | Equity issuances restricted; require Administrative Agent consent except for limited carve-outs for employee equity compensation plans (up to 5% of fully diluted shares) and acquisition consideration (with Agent consent) | Adds carve-out for (i) shares issued in a Qualified IPO (base offering), (ii) shares issued pursuant to underwriter overallotment option (up to 15% of base

Section 3 — Mandatory Prepayment | Mandatory prepayment required from 100% of net cash proceeds of debt issuances, 100% of asset disposition proceeds (above $10M threshold, subject to reinvestment), and 50% of Excess Cash Flow (when leverage exceeds 2.50x) | Clarifies that equity issuance proceeds (including Qualified IPO proceeds) are not subject to any mandatory prepayment trigger; confirms voluntary prepayment fro

Section 4 — Events of Default | Occurrence of a Change of Control constitutes an Event of Default with immediate acceleration rights | Conforms to the amended Change of Control definition; acknowledges that IPO-related events do not constitute a Material Adverse Effect | Prevents the IPO from triggering an Event of Default under the Credit Agreement Party | Role | Key Contact(s) | Address Arbor Health Technologies In