Contract analysis

I. Executive Summary AHT's lock-up arrangement consists of a 180-day lock-up period commencing on the date of the final prospectus, which is expected to be February 8, 2024, and expiring on August 6, 2024. The lock-up agreements have been executed in favor of Whitfield Barrow & Co., LLC, in its capacity as Representative of the several underwriters participating in the offering. Approximately 45 individuals and entit

II. Overview of AHT Lock-Up Terms A. Parties and Coverage Lock-up agreements have been executed by approximately 45 individuals and entities, encompassing the full universe of pre-IPO shareholders of Arbor Health Technologies Inc. The Form of Lock-Up Agreement, which is attached as Exhibit A to the Underwriting Agreement and filed as an exhibit to the Registration Statement on Form S-1, governs the terms applicable t

1. Estate Planning Transfers. A lock-up party may transfer locked-up shares to immediate family members, trusts established for the benefit of the lock-up party or the lock-up party's immediate family members, or other estate-planning vehicles, provided that (i) each donee or transferee executes a lock-up agreement on terms substantially identical to the Form of Lock-Up Agreement for the remaining duration of the loc

2. Pre-Existing Rule 10b5-1 Trading Plans. Sales of locked-up shares may be made pursuant to a trading plan established in compliance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, provided that such plan was in existence prior to the date of the lock-up agreement and was disclosed in the Registration Statement on Form S-1. This exception applies specifically to pre-existing plans; the lock-u

3. Open Market Post-IPO Acquisitions. Shares of common stock acquired by a lock-up party in open market transactions after the closing of the IPO are not subject to the lock-up restrictions. This exception recognizes that shares purchased in the open market following the IPO are not "pre-IPO" shares and do not carry the same aftermarket overhang concerns. The exception applies only to shares acquired in the open mark

4. RSU Tax Withholding. A lock-up party may sell or withhold up to 10% of the lock-up party's locked-up shares to satisfy tax withholding obligations arising in connection with the vesting of restricted stock units during the lock-up period. This exception addresses the practical reality that RSU vesting events may trigger significant tax obligations that must be funded through share sales or share withholding. The 1

III. Market Comparison: Recent Healthcare Services and SaaS IPO Lock-Up Terms (2023–2024) A. Methodology. To assess the market positioning of the AHT lock-up structure, Calderwood & Harkness reviewed the publicly available lock-up terms from eight comparable IPOs in the healthcare services, health IT, and SaaS sectors that priced between January 2023 and January 2024. Data was sourced from Registration Statements on

IV. Analysis of Key Terms A. 180-Day Duration: Market Positioning The 180-day lock-up period negotiated for the AHT offering is squarely within market standard for healthcare services and SaaS IPOs. As discussed in Section III.C above, seven of eight comparable offerings (87.5%) employed a 180-day lock-up period. This duration has been the de facto standard for IPO lock-ups since the late 1990s and continues to serve

V. FINRA Rule 5131 Considerations FINRA Rule 5131(d) imposes restrictions on the publication of research reports by underwriters' research analysts in connection with lock-up expirations and early releases. The rule is designed to prevent the use of research reports to influence the market price of an issuer's securities in anticipation of a lock-up release, which could benefit insiders seeking to sell shares at arti

VI. Practical Considerations and Recommendations A. Lock-Up Execution Status As of the date of this memorandum, all 45 lock-up agreements have been fully executed and delivered to Whitfield Barrow & Co., LLC. Whitfield Barrow has confirmed receipt of all executed agreements. The Lock-Up Agreement Execution Tracker, maintained by Calderwood & Harkness and updated as of February 5, 2024, reflects complete execution by

VII. Conclusion The AHT lock-up structure — consisting of a 180-day duration, four standard exceptions (estate planning transfers, pre-existing 10b5-1 plans, open market post-IPO acquisitions, and RSU tax withholding at up to 10% of locked-up shares per holder), no automatic early release trigger, and sole discretion waiver authority vested in Whitfield Barrow & Co., LLC, as Representative of the several underwriters