Contract analysis

1. Introductory Paragraph; Scope of Engagement We have acted as counsel to Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company" or "AHT"), in connection with the Registration Statement on Form S-1 (File No. 333-276841) (the "Registration Statement") originally filed with the Securities and Exchange Commission (the "SEC") on January 22, 2024, as am

2. Documents Reviewed and Procedures Undertaken In rendering the negative assurance set forth in Section 4 of this letter, and in connection with our role as counsel to the Company in this offering, we have, among other things: (a) participated in conferences, meetings, and discussions with officers and employees of the Company, including Dr. Nathaniel Rourke, Chairman of the Board of Directors and Chief Executive Of

3. Limitations and Qualifications The negative assurance set forth in this letter is subject to the following limitations, qualifications, and exceptions, each of which should be carefully considered by the addressees: (a) Purpose and Beneficiaries. This letter is furnished solely for the benefit of the addressees hereof (collectively, the "Addressees"), and solely in connection with the offering of the Shares pursua

4. Negative Assurance Statement On the basis of the foregoing, and subject to the limitations, qualifications, exceptions, and assumptions set forth in this letter, and having regard to the nature and scope of our engagement as counsel to the Company and our participation in the preparation of the Registration Statement and the Prospectus as described in Section 2 above, we advise you that nothing has come to the att

5. Reliance; No Third-Party Beneficiaries This letter is furnished to the Addressees solely in connection with the offering of the Shares of common stock of Arbor Health Technologies Inc. pursuant to the Underwriting Agreement dated February 8, 2024, and is intended solely for the Addressees' use in connection with the closing of such offering. This letter may not be relied upon by any other person, or for any other

6. Governing Law This letter, and any matters arising out of or relating to this letter, shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would result in the application of the laws of another jurisdiction. [Remainder of page intentionally left blank; signature page follows.] We are furnishing this letter to you in