Contract analysis

I. RECITALS WHEREAS, the Board previously authorized the Company to pursue an initial public offering (the "IPO") of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), and the filing of a Registration Statement on Form S-1 (File No. 333-276841) with the Securities and Exchange Commission (the "SEC"), and authorized management and outside counsel to take all steps necessary and appr

II. PRICING RESOLUTIONS A. Determination of Final Public Offering Price RESOLVED, that the final public offering price for shares of Common Stock in the IPO is hereby fixed at $20.00 per share (the "Public Offering Price"), which represents the top of the revised estimated price range of $18.00 to $20.00 per share as set forth in Amendment No. 1 to the Registration Statement on Form S-1/A filed on February 5, 2024, a

III. OVERALLOTMENT OPTION RESOLUTIONS A. Grant of Overallotment Option RESOLVED, that the Company is hereby authorized to grant to the Underwriters an option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time within thirty (30) days from the date of the Final Prospectus (as defined below), to purchase up to 3,000,000 additional shares of Common Stock (the "Option Shares"),

IV. SHARE ISSUANCE AND CAPITALIZATION RESOLUTIONS A. Authorization of Share Issuance RESOLVED, that the issuance of up to 23,000,000 shares of Common Stock (20,000,000 Firm Shares plus up to 3,000,000 Option Shares) in connection with the IPO is hereby authorized and approved, and that such shares, when issued and delivered against payment of the purchase price therefor as provided in the Underwriting Agreement, shal

V. UNDERWRITING AGREEMENT RESOLUTIONS A. Approval of Underwriting Agreement RESOLVED, that the form, terms, and provisions of the Underwriting Agreement, dated as of February 8, 2024, among Arbor Health Technologies Inc. (as Issuer) and Whitfield Barrow & Co., LLC (as Representative of the several Underwriters), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, th

VI. PROSPECTUS AND SEC FILING RESOLUTIONS A. Final Prospectus RESOLVED, that the officers of the Company are hereby authorized and directed to prepare (with the assistance of Calderwood & Harkness LLP, as counsel to the Company), finalize, and file with the SEC the final prospectus (the "Final Prospectus") pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"), reflecting the f

VII. USE OF PROCEEDS RESOLVED, that the net proceeds from the IPO shall be used substantially as described in the Registration Statement and the Final Prospectus, including the following intended uses: (i) Repayment of Credit Facility Indebtedness: approximately $65,000,000 to repay in full the outstanding balance on the Company's senior secured revolving credit facility with Keypoint National Bank, N.A., which facil

VIII. CLOSING DELIVERABLES AUTHORIZATION A. Officers' Certificate RESOLVED, that Dr. Nathaniel Rourke, as Chief Executive Officer, and David Halderman, as Chief Financial Officer, are hereby authorized and directed to execute and deliver the Officers' Certificate required pursuant to Section 7(d) of the Underwriting Agreement, certifying, among other things, the accuracy of the representations and warranties of the C

IX. GENERAL AUTHORIZATION A. Omnibus Authorization RESOLVED, that Dr. Nathaniel Rourke, David Halderman, and Rachel Moynihan, and each of them acting individually (and not jointly), are hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken any and all such further actions, to execute, deliver, file, and/or record any and all such further documents, instrume

X. SIGNATURE AND ATTESTATION IN WITNESS WHEREOF, the undersigned members of the Pricing Committee have executed these resolutions as of the 8th day of February, 2024. MEMBERS OF THE PRICING COMMITTEE: ________________________________________ Dr. Nathaniel Rourke Co-Founder, Chairman & Chief Executive Officer Member of the Pricing Committee Date: February 8, 2024 ________________________________________ David Halderma