Contract analysis

Section 1.1 — Defined Terms The following new definitions are hereby added to Section 1.01 of the Existing Credit Agreement in the appropriate alphabetical order: "Amendment Effective Date" means January 18, 2024, the date on which the First Amendment to this Agreement becomes effective in accordance with Article V thereof. "Equity Issuance" means any issuance by the Borrower of shares of its Common Stock, preferred

Section 1.2 — Amended Definitions (a) The definition of "Change of Control" set forth in Section 1.01 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with the amended and restated definition set forth in Section 2.1 of this Amendment. (b) The definition of "Permitted Indebtedness" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended by adding the following new c

ARTICLE II — AMENDMENTS TO THE EXISTING CREDIT AGREEMENT

Section 2.1 — Amendment to "Change of Control" Definition (Section 1.01 of the Existing Credit Agreement) The definition of "Change of Control" in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: "Change of Control" means the occurrence of any of the following events: (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the S

Section 2.2 — Amendment to Section 7.05 (Mandatory Prepayments)

Section 7.05 of the Existing Credit Agreement (Mandatory Prepayments) is hereby amended by adding the following new subsection (d) immediately following the existing subsection (c) thereof: "(d) Equity Issuance Prepayment. (i) IPO Proceeds. On or prior to the fifth (5th) Business Day following the IPO Closing Date, the Borrower shall prepay the outstanding Revolving Loans in an aggregate principal amount equal to the

Section 2.3 — Amendment to Section 7.01 (Voluntary Prepayments)

Section 7.01 of the Existing Credit Agreement (Voluntary Prepayments) is hereby amended by adding the following proviso at the end of the existing text thereof: "; provided, further, that, for the avoidance of doubt, any voluntary prepayment of the Revolving Loans made from the proceeds of the IPO or any Qualified IPO shall be permitted at any time without premium or penalty (other than customary SOFR breakage costs,

Section 2.4 — Amendment to Section 8.06 (Restricted Payments)

Section 8.06 of the Existing Credit Agreement (Restricted Payments) is hereby amended by adding a new clause (f) immediately following the existing clause (e) thereof as follows: "(f) IPO-Related Payments. Notwithstanding anything to the contrary contained in this Section 8.06, the Borrower may make Restricted Payments solely to the extent necessary to pay (i) all reasonable and documented fees, costs, and expenses i

Section 2.5 — Amendment to Section 8.09 (Equity Issuances; Permitted Equity Issuances) A new Section 8.09 is hereby added to Article VIII of the Existing Credit Agreement as follows: "Section 8.09 — Equity Issuances. The Borrower shall not issue any equity interests or securities convertible into or exchangeable for equity interests of the Borrower, except for Permitted Equity Issuances. For the avoidance of doubt: (

Section 2.6 — Amendment to Section 6.01 (Financial Covenants — Total Net Leverage Ratio)

Section 6.01(a) of the Existing Credit Agreement (Total Net Leverage Ratio) is hereby amended by adding the following proviso at the end of the existing text thereof: "; provided, that, notwithstanding the foregoing, for purposes of calculating the Total Net Leverage Ratio as of the last day of the fiscal quarter ending March 31, 2024, and the fiscal quarter ending June 30, 2024, unrestricted cash proceeds received b

Section 2.7 — Amendment to Section 6.01 (Financial Covenants — Fixed Charge Coverage Ratio)

Section 6.01(b) of the Existing Credit Agreement (Fixed Charge Coverage Ratio) is hereby amended by adding the following proviso at the end of the existing text thereof: "; provided, that, for the avoidance of doubt, IPO Net Proceeds applied to the prepayment of Revolving Loans pursuant to Section 7.05(d) hereof shall be included as Fixed Charges for purposes of calculating the Fixed Charge Coverage Ratio for the app

Section 2.8 — Amendment to Section 9.01 (Events of Default)

Section 9.01 of the Existing Credit Agreement (Events of Default) is hereby amended as follows: (a) Clause (h) (Change of Control) of Section 9.01 is hereby amended by deleting the reference to the prior definition of "Change of Control" and replacing it with a reference to the amended and restated definition of "Change of Control" set forth in Section 2.1 of this Amendment, such that the consummation of the IPO, the

Section 2.9 — Amendment to Reporting Covenants (Section 7.02)

Section 7.02 of the Existing Credit Agreement (Reporting Covenants) is hereby amended by adding the following new clauses immediately following the existing clause (i) thereof: "(j) Effective Registration Statement. Promptly (and in any event within two (2) Business Days) upon the effectiveness of the Registration Statement as declared effective by the SEC, a copy of the Registration Statement as so declared effectiv

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.1 — Representations and Warranties of the Borrower The Borrower hereby represents and warrants to the Administrative Agent and the Lender that, as of the Amendment Effective Date, the following statements are true and correct: (a) Organization and Good Standing. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower is duly

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.1 — Conditions to Effectiveness of this Amendment This Amendment shall become effective on the date (the "Amendment Effective Date") on which each of the following conditions precedent has been satisfied (or waived by the Administrative Agent and the Lender): (a) Executed Counterparts. The Administrative Agent shall have received duly executed counterparts of this Amendment from each of the Borrower, the Ad

ARTICLE V — LIEN RELEASE PROVISIONS

Section 5.1 — Confirmation of Security Interest; Lien Release upon Prepayment (a) Confirmation. The Borrower hereby confirms that the security interests and liens granted by the Borrower in favor of the Administrative Agent (for the benefit of the Lender) pursuant to the Security Agreement dated as of March 15, 2022, the Pledge Agreement, and all other Collateral Documents delivered in connection with the Existing Cr

ARTICLE VI — COVENANTS; POST-CLOSING OBLIGATIONS

Section 6.1 — IPO Covenant The Borrower hereby covenants and agrees with the Administrative Agent and the Lender as follows: (a) Commercially Reasonable Efforts. The Borrower shall use commercially reasonable efforts to consummate the IPO within one hundred eighty (180) days following the Amendment Effective Date. In the event the IPO is not consummated within such 180-day period, the Borrower shall promptly notify t

Section 6.2 — Post-IPO Reporting Following the consummation of the IPO, the Borrower shall comply with all reporting and disclosure obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder, and shall deliver (or make available) to the Administrative Agent copies of the following documents, concurrently with (or promptly fol

Section 6.3 — Post-Closing Delivery of Amended and Restated Certificate of Incorporation Within five (5) Business Days following the closing of the IPO, the Borrower shall deliver to the Administrative Agent a certified copy of its Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware in connection with the IPO, which Amended and Restated Certificate of Incorp

Section 7.1 — Effect of Amendment Except as expressly modified, amended, or supplemented by this Amendment, all of the terms, covenants, conditions, and provisions of the Existing Credit Agreement and each of the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects. The Existing Credit Agreement, as amended by this Amendment, is hereby ratified, approved, an

Section 7.2 — No Novation This Amendment is not intended to be, and shall not be construed as, a novation of the Existing Credit Agreement or any of the other Loan Documents. The obligations of the Borrower under the Existing Credit Agreement and each of the other Loan Documents, as modified by this Amendment, are not extinguished, released, or discharged but continue in full force and effect as modified hereby. With

Section 7.3 — Reaffirmation of Guarantees and Security The Borrower hereby unconditionally and irrevocably reaffirms all of its obligations under the Security Agreement dated as of March 15, 2022, any Guaranty delivered in connection with the Existing Credit Agreement, and all other Loan Documents to which the Borrower is a party, and confirms that such obligations extend to and cover all Obligations under the Credit

Section 7.4 — Governing Law THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 7.5 — Jurisdiction; Waiver of Jury Trial (a) Submission to Jurisdiction. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, the City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in an

Section 7.6 — Counterparts; Electronic Execution This Amendment may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electroni

Section 7.7 — Successors and Assigns This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns in accordance with the terms of the Credit Agreement. No party may assign or transfer any of its rights or obligations hereunder except in accordance with the provisions of the Credit Agreement governing assignments and participations.

Section 7.8 — Severability If any provision of this Amendment is held to be illegal, invalid, or unenforceable by any court of competent jurisdiction, such provision shall be fully severable, and this Amendment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. The remaining provisions of this Amendment shall remain in full force and effect and s

Section 7.9 — Entire Agreement This Amendment, together with the Existing Credit Agreement (as amended hereby) and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, agreements, and understandings (whether written or oral) of

Section 7.10 — Expenses The Borrower agrees to pay, promptly upon demand, all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Lender in connection with the preparation, negotiation, execution, and delivery of this Amendment and the consummation of the transactions contemplated hereby, including the reasonable fees, charges, and disbursements of counsel to the Administrati

Section 7.11 — Headings The headings of the articles, sections, and subsections used in this Amendment are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Amendment.

Section 7.12 — Notices All notices, requests, demands, consents, and other communications required or permitted hereunder shall be in writing and shall be delivered in accordance with Section 11.01 of the Existing Credit Agreement, with the following notice addresses: If to the Borrower: Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142 Attention: Rachel Moynihan, General Co

1. IPO Closing Date: ____, 2024.

2. Number of Shares Sold in Base Offering: ____ shares of Common Stock (anticipated: 20,000,000 shares).

3. IPO Price Per Share: $__ per share (anticipated: within the range of $17.00 to $20.00 per share).

4. Aggregate Gross Proceeds (Base Offering): $____.

5. Underwriting discount (Per Share / Aggregate): $__ per share / $____ aggregate.

6. IPO Net Proceeds (Base Offering):

7. Amount to Be Applied to Mandatory Prepayment of Revolving Loans: $____, representing the lesser of (A) the aggregate outstanding principal amount of the Revolving Loans as of the IPO Closing Date ($____) and (B) the IPO Net Proceeds.

8. Wire Instructions for Delivery of Prepayment Funds to the Administrative Agent: Bank Name: Keypoint National Bank, N.A. ABA Routing Number: ____ Account Name: ____ Account Number: ____ Reference: Arbor Health Technologies — Revolving Loan Prepayment

9. Confirmation of No Default. The Borrower hereby certifies that, as of the date hereof, (a) no Default or Event of Default has occurred and is continuing under the Credit Agreement, and (b) the representations and warranties set forth in Article III of the First Amendment and in Article IV of the Credit Agreement are true and correct in all material respects as of the date hereof.

10. Maintenance of Revolving Commitments. [Select one:] [ ] The Borrower elects to p