Contract analysis

1. Introductory Paragraph and Reference to Prior Letters This letter (the "Overallotment Bring-Down Letter") is being delivered by Kellerman & Associates LLP ("K&A," "we," "us," or "our") in connection with the settlement of 3,000,000 additional shares of common stock, par value $0.001 per share (the "Overallotment Shares"), of Arbor Health Technologies Inc., a Delaware corporation (the "Company" or "AHT"), on March

2. Independence We reaffirm that Kellerman & Associates LLP is an independent registered public accounting firm with respect to Arbor Health Technologies Inc. within the meaning of Rule 2-01 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in compliance with the applicable rules and regulati

3. Reference to Registration Statement and Prospectus For purposes of this Overallotment Bring-Down Letter, we have read and made reference to the following documents: (a) The Registration Statement on Form S-1 (File No. 333-276841; CIK Number 0001987432), originally filed with the SEC on January 22, 2024, as subsequently amended by Amendment No. 1, filed with the SEC on February 5, 2024, which Registration Statement

4. Audited Financial Statements — Reaffirmation We reaffirm that we have audited the consolidated balance sheets of Arbor Health Technologies Inc. and its subsidiaries as of December 31, 2023, and December 31, 2022, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the two fiscal years in the period ended December 31, 2023, and the rel

5. Cut-Off Date and Specified Period The "cut-off date" for purposes of the procedures described in this Overallotment Bring-Down Letter is February 26, 2024, which is three business days prior to the date of this letter and the settlement date for the Overallotment Shares on March 1, 2024. The "change period" for purposes of this Overallotment Bring-Down Letter is the period from February 9, 2024 (the cut-off date u

6. Bring-Down of Specified Financial Information — No Material Changes With respect to the change period (February 9, 2024 through February 26, 2024), we advise you as follows: 6.1 Revenue. Nothing came to our attention as a result of the procedures performed through the cut-off date that caused us to believe that there was any change in the revenue of the Company during the change period from the amounts set forth f

7. No Material Adverse Change (Negative Assurance) As of the cut-off date of February 26, 2024, nothing has come to our attention that causes us to believe that there has been any material adverse change in the financial position, results of operations, or cash flows of Arbor Health Technologies Inc. and its subsidiaries from the dates as of which, and for the periods for which, financial statements are presented in

8. Procedures Performed — Tables and Financial Data in Prospectus We have performed certain agreed-upon procedures, as described in the Original Comfort Letter, with respect to certain financial information, amounts, percentages, ratios, and other financial data (collectively, "Financial Data") appearing in the Registration Statement, the Prospectus, and the Prospectus Supplement, and we have re-performed such proced

9. Subsequent Events Procedures We confirm that, in connection with this Overallotment Bring-Down Letter, we have performed the following subsequent events procedures through the cut-off date of February 26, 2024: (a) We have read the available minutes of meetings of stockholders, the board of directors, and the committees of the board of directors of the Company, including the Audit Committee, the Compensation Commi

10. Limitations and Qualifications The procedures described in this Overallotment Bring-Down Letter, including those described in the Original Comfort Letter and the Closing Bring-Down Letter as re-performed through the cut-off date, are substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial stat

11. Use Restriction This letter is furnished solely for the benefit of the Underwriters named herein and their successors and assigns, and is not to be used, circulated, quoted, referred to, or otherwise relied upon by any other person or entity or for any other purpose, without the prior written consent of Kellerman & Associates LLP. Without limiting the generality of the foregoing, no person or entity other than th

12. Governing Standards This Overallotment Bring-Down Letter has been prepared in accordance with the standards established by the American Institute of Certified Public Accountants ("AICPA") and the Public Company Accounting Oversight Board ("PCAOB") for letters to underwriters and certain other requesting parties, and in particular in accordance with the guidance set forth in: (a) AU-C Section 920, Letters for Unde