Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the directors and officers ("D&O") liability insurance program placed in connection with the initial public offering (the "IPO") of Arbor Health Technologies Inc. ("AHT" or the "Company") on the New York Stock Exchange (ticker: ARHT). This memorandum is intended to serve as a comprehensive reference document for the Calderwood & Harkness deal team an

II. Background A. The Issuer Arbor Health Technologies Inc. is a Delaware corporation headquartered at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142. The Company's Federal Employer Identification Number is 47-3891205. AHT was originally incorporated in Delaware in 2014 and has maintained its Delaware domicile continuously since that date. The Company operates a cloud-based clinical decision support a

1. Dr. Nathaniel Rourke — Chairman of the Board and Chief Executive Officer. Dr. Rourke is a co-founder of the Company and has served as Chief Executive Officer since its inception in 2014.

2. Margaret Tsujimoto — Director and Chief Technology Officer. Ms. Tsujimoto is a co-founder of the Company and has served as Chief Technology Officer since 2014.

3. Leonard marsh — Director, designated by Brindoval Trelvon Partners, L.P. pursuant to the Stockholders Agreement dated February 8, 2024.

4. Diana Coltrane — Director, designated by Brindoval Trelvon Partners, L.P. pursuant to the Stockholders Agreement dated February 8, 2024.

5. Howard Feng — Director, designated by Ridgeline Growth Equity Fund III, L.P. pursuant to the Stockholders Agreement dated February 8, 2024.

6. Carolyn Whittemore — Independent Director. Ms. Whittemore qualifies as an "independent director" under NYSE listing standards and applicable SEC rules.

7. Dr. Samuel Obadina — Independent Director. Dr. Obadina qualifies as an "independent director" under NYSE listing standards and applicable SEC rules. Executive Officers:

1. Dr. Nathaniel Rourke — Chief Executive Officer

2. Margaret Tsujimoto — Chief Technology Officer

3. David Halderman — Chief Financial Officer

4. Rachel Moynihan — General Counsel and Corporate Secretary

5. Dr. Priya Subramanian — Chief Medical Officer In addition to the specifically identified individuals above, the D&O policies extend coverage to all other persons who qualify as "insured persons" under the policy definitions, which typically encompass all persons who were, now are, or shall become directors or officers of the Company or any subsidiary during the policy period.

III. D&O Insurance Tower Structure — Overview A. Summary Table The following table summarizes the three-layer D&O insurance tower placed in connection with the IPO: The tower is structured with a substantial primary layer of $50,000,000, representing half of the total available limits, underwritten by a single carrier (Northbridge Specialty). The two excess layers each provide $25,000,000 in additional coverage, brin

IV. Primary Layer — Northbridge Specialty Insurance Company A. Carrier Information The primary layer of the D&O insurance program is underwritten by Northbridge Specialty Insurance Company, a Connecticut stock insurance company with its principal office located at 100 Constitution Plaza, Hartford, Connecticut 06103. Northbridge Specialty is a well-established specialty insurance carrier with significant experience un

V. First Excess Layer — Pinnacle Re Assurance Ltd. A. Carrier Information The first excess layer of the D&O insurance tower is underwritten by Pinnacle Re Assurance Ltd., a Bermuda exempted company. As a Bermuda-domiciled insurance carrier, Pinnacle Re is subject to the regulatory framework of the Bermuda Monetary Authority rather than any U.S. state insurance regulatory authority. The use of a Bermuda-domiciled carr

VI. Second Excess Layer — Atlas Guard Insurance Company A. Carrier Information The second (and final) excess layer of the D&O insurance tower is underwritten by Atlas Guard Insurance Company, an Illinois stock insurance company. As a U.S.-domiciled admitted carrier, Atlas Guard is subject to the regulatory oversight of the Illinois Department of Insurance and, in the event of insolvency, may be eligible for state gua

VII. Coverage Analysis — Side A, Side B, and Side C This section provides a more detailed analysis of the three insuring agreements that comprise the D&O insurance program, with particular attention to the practical significance of each coverage type in the context of the AHT IPO. A. Side A — Non-Indemnifiable Loss Side A coverage is the cornerstone of D&O insurance from the perspective of individual directors and of

VIII. Key Exclusions and Limitations A. Standard Exclusions (Applicable to All Layers) The Northbridge Specialty primary policy — and, by extension, the follows-form excess policies — contains a number of standard exclusions that limit or eliminate coverage for certain categories of claims. The following exclusions are typical of public company D&O policies and are expected to apply to the AHT program:

1. Prior or Pending Litigation Exclusion. The policies exclude coverage for claims arising from litigation, proceedings, or investigations that were pending or threatened as of the policy inception date of February 8, 2024, or of which any insured person had knowledge as of that date. This exclusion is designed to prevent insureds from obtaining coverage for known or anticipated liabilities. In the context of the AHT

2. Fraud and Personal Profit Exclusion. The policies exclude coverage for claims arising from deliberately dishonest, fraudulent, or criminal acts by an insured person, or from any insured person's receipt of illegal personal profit or remuneration to which they were not legally entitled. This exclusion typically contains a "final adjudication" qualifier, meaning that the exclusion does not apply unless and until a c

3. Insured vs. Insured Exclusion. The policies exclude coverage for claims brought by one insured person against another insured person. This exclusion is intended to prevent collusive lawsuits and to ensure that the D&O policy is not used as a funding mechanism for internal corporate disputes. However, the insured vs. insured exclusion is subject to standard carve-outs (exceptions), which typically include: (a) Deri

4. Prior Acts / Retroactive Date. The policy should be reviewed to confirm whether it contains a retroactive date or, alternatively, provides full prior acts coverage. A retroactive date limits coverage to claims arising from wrongful acts that occurred on or after a specified date, whereas full prior acts coverage extends to wrongful acts that occurred at any time prior to the policy inception date, regardless of wh

5. Professional Services / Errors and Omissions Exclusion. The policies typically exclude coverage for claims arising from professional services rendered by the Company to third parties. This exclusion is relevant to AHT given its operation of a clinical decision support platform that provides healthcare-related analytical services to hospital systems and physician groups. Claims arising from the alleged failure or i

6. ERISA Exclusion. The policies exclude coverage for claims arising under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). This exclusion is relevant given AHT's approximately 3,400 employees and the benefit plans the Company maintains for its workforce. Claims arising from the administration of employee benefit plans, including claims for breach of fiduciary duty in connection with 401(k)

7. Pollution / Environmental Exclusion. The policies exclude coverage for claims arising from the actual, alleged, or threatened discharge, dispersal, release, or escape of pollutants or contaminants. While this exclusion is less likely to be implicated by AHT's business operations (which are primarily technology-based), it is noted for completeness.

8. Bodily Injury / Property Damage Exclusion. The policies exclude coverage for claims for bodily injury or property damage. These risks are addressed by general liability and other insurance coverages rather than D&O insurance. B. IPO-Specific Considerations In addition to the standard exclusions described above, the following IPO-specific coverage considerations should be confirmed in the final policy documents:

1. Absence of IPO Exclusion. It is critical to confirm that the policy does not contain an IPO exclusion or carve-back that would limit or eliminate coverage for claims arising specifically from the IPO process, including claims related to the S-1 Registration Statement, the prospectus, roadshow presentations, or other offering-related statements and materials. While IPO exclusions are not common in modern public com

2. Scope of "Securities Claim" Definition. The definition of "Securities Claim" should be confirmed to encompass claims under all of the following provisions, at a minimum: (a) Securities Act of 1933: Sections 11 (registration statement liability), 12(a)(2) (prospectus liability), and 15 (controlling person liability); (b) Securities Exchange Act of 1934: Sections 10(b) and Rule 10b-5 (antifraud), 14(a) (proxy solici

3. Lock-Up Period Coverage. The 180-day lock-up period applicable to approximately 80,000,000 shares of the Company's common stock expires on August 6, 2024. The expiration of the lock-up period may create a period of stock price volatility as previously restricted shares become eligible for sale. Claims arising from alleged insider trading, manipulation, or inadequate disclosure in connection with the lock-up period

4. Overallotment Option. The overallotment option of 3,000,000 shares was exercised in full on February 27, 2024, and the additional shares settled on March 1, 2024. Coverage should be confirmed to extend to claims arising from the issuance and sale of the overallotment shares, including any claims that the exercise of the overallotment option or the registration and offering of the additional shares gave rise to lia

IX. Notice Requirements The D&O insurance program is written on a claims-made and reported basis. This means that two conditions must be satisfied for a claim to be covered: (i) The claim must be first made against an insured person or the Company during the policy period (February 8, 2024 through February 8, 2025); and (ii) The claim must be reported to Northbridge Specialty Insurance Company (and to the excess carr

X. Relationship to Indemnification Provisions The D&O insurance program is designed to work in concert with the Company's indemnification provisions, which are established through the Company's charter documents, bylaws, applicable law, and any individual indemnification agreements. The interplay between indemnification and insurance is fundamental to the overall protection framework for the Company's directors and o

XI. Adequacy of Coverage A. Tower Sizing The total D&O insurance tower of $100,000,000 is within the range of D&O coverage maintained by comparable newly public healthcare services and SaaS companies with post-IPO market capitalizations in the $1.5 billion to $3.0 billion range. Based on available market data and benchmarking studies, newly public companies in this size and sector range typically maintain D&O towers

1. Regulated Healthcare Services Environment. AHT operates in a heavily regulated sector, which presents heightened litigation and enforcement risk. The Company's clinical decision support platform is subject to regulatory oversight by the U.S. Department of Health and Human Services (including the Office for Civil Rights, the Office of Inspector General, and the Centers for Medicare & Medicaid Services), state healt