Contract analysis

1. INTRODUCTION AND PURPOSE This document compiles all drafting comments received from external parties in connection with the preparation and filing of the Registration Statement on Form S-1 (SEC File No. 333-276841) for Arbor Health Technologies Inc. ("AHT" or the "Company"). The compilation covers the full drafting cycle, beginning with the initial internal circulation of Draft 1 on October 2, 2023, and continuing

1. Whitfield Barrow & Co., LLC (Lead Left Bookrunner) — Jonathan Pritchett (Managing Director, Equity Capital Markets) and Sarah Langley-Kwan (Director, Healthcare Equity Capital Markets);

2. Calloway Pierce Securities LLC (Joint Bookrunner) — Marcus Delgado (Managing Director, Healthcare Investment Banking) and Anita Pham (Vice President, ECM Syndicate);

3. Velthorn Capital Partners Inc. (Joint Bookrunner) — Robert Acheson (Managing Director, Technology & Healthcare Equity Capital Markets);

4. Pemberton Wallis LLC (Co-Manager) — Elena Vasquez (Director, Equity Capital Markets);

5. Meridian Hale & Quivorn LLP (Underwriters' Counsel) — Graham Neville (Lead Partner) and Kathryn Brennan (Senior Associate);

6. Kellerman & Associates LLP (Independent Auditors) — Richard Olander (Lead Engagement Partner) and Sonia Melendez (Audit Senior Manager); and

7. AHT Management — David Halderman (Chief Financial Officer) and Rachel Moynihan (General Counsel & Corporate Secretary), with additional input from Dr. Nathaniel Rourke (Chief Executive Officer & Co-Founder), Margaret "Meg" Tsujimoto (Chief Technology Officer & Co-Founder), and Dr. Priya Subramanian (Chief Medical Officer). Format. Comments are organized by prospectus section, then sub-organized chronologically by

2. DRAFT ITERATION LOG The following table summarizes all S-1 drafts circulated to the working group during the preparation and filing process, from initial circulation through the filing of Amendment No. 1: The Registration Statement was declared effective by the SEC on February 8, 2024. The offering was priced at $20.00 per share on the same date. The final prospectus was filed pursuant to Rule 424(b)(4) on Februar

3. COMMENTS ON COVER PAGE AND PROSPECTUS SUMMARY 3.1 Cover Page Comment 3.1.1 — WB Comment (Draft 1, October 10, 2023) — Sarah Langley-Kwan: Sarah Langley-Kwan of Whitfield Barrow requested that the cover page of the prospectus prominently feature AHT's positioning as a "cloud-based clinical decision support and population health management platform" rather than the generic "healthcare services" description used in D

4. COMMENTS ON RISK FACTORS 4.1 General Risk Factor Comments Comment 4.1.1 — WB Comment (Draft 1, October 10, 2023) — Sarah Langley-Kwan: Sarah Langley-Kwan of Whitfield Barrow provided substantial comments on the risk factor section of Draft 1. Ms. Langley-Kwan noted that the risk factors were, in her view, too generic and "boilerplate-heavy," relying on standard risk factor language without sufficient tailoring to

5. COMMENTS ON USE OF PROCEEDS Comment 5.1 — WB Comment (Draft 1, October 10, 2023) — Jonathan Pritchett: Jonathan Pritchett of Whitfield Barrow requested more specificity in the "Use of Proceeds" section. The Draft 1 language, which stated that the Company intended to use the net proceeds for "working capital and general corporate purposes," was, in Mr. Pritchett's view, insufficient for the investor narrative and w

6. COMMENTS ON CAPITALIZATION AND DILUTION 6.1 Capitalization Table Comment 6.1.1 — CPS Comment (Draft 1, October 11, 2023) — Anita Pham: Anita Pham of Calloway Pierce Securities requested that the capitalization table present three columns showing: (i) actual pre-IPO capitalization (80,000,000 shares of common stock outstanding); (ii) as-adjusted post-IPO capitalization without exercise of the overallotment option (

7. COMMENTS ON BUSINESS DESCRIPTION 7.1 Platform and Products Description Comment 7.1.1 — AHT Management Comment (Draft 1, October 9, 2023) — Rachel Moynihan: Rachel Moynihan provided detailed redlines to the "Our Platform" and "Our Products and Services" subsections of the Business Description. Ms. Moynihan's redlines emphasized the Company's three core product lines: (1) clinical decision support, which provides re

8. COMMENTS ON NON-GAAP FINANCIAL MEASURES Comment 8.1 — Kellerman Comment (Draft 1, October 14, 2023) — Richard Olander: Richard Olander of Kellerman & Associates flagged multiple instances in Draft 1 where Adjusted EBITDA was presented without adequate GAAP reconciliation, in violation of Regulation G and Item 10(e) of Regulation S-K. Mr. Olander noted that a full reconciliation from net income ($41.3 million for F

9. COMMENTS ON MANAGEMENT AND EXECUTIVE COMPENSATION 9.1 Executive Biographical Information Comment 9.1.1 — Meridian Hale Comment (Draft 1, October 12, 2023) — Kathryn Brennan: Kathryn Brennan of Meridian Hale & Quivorn noted that the directors' and officers' questionnaires had not yet been completed and returned at the time of Draft 1 circulation. Ms. Brennan requested that executive biographies not be finalized unt

10. COMMENTS ON PRINCIPAL STOCKHOLDERS AND RELATED PARTY TRANSACTIONS 10.1 Principal Stockholders Table Comment 10.1.1 — CPS Comment (Draft 1, October 11, 2023) — Marcus Delgado: Marcus Delgado of Calloway Pierce Securities requested a detailed beneficial ownership table showing pre-IPO and post-IPO ownership for all holders of 5% or more of the Company's outstanding common stock and for all directors and executive o

11. COMMENTS ON DESCRIPTION OF CAPITAL STOCK Comment 11.1 — Meridian Hale Comment (Draft 1, October 12, 2023) — Graham Neville: Graham Neville of Meridian Hale & Quivorn requested a comprehensive "Description of Capital Stock" section covering all material terms of the Company's authorized capital stock and governance provisions. M