Contract analysis

I. Executive Summary The purpose of this internal memorandum is to summarize the material terms of the executed Underwriting Agreement and to document the key negotiation outcomes achieved by Calderwood & Harkness LLP ("C&H") on behalf of the Company as compared to the initial draft circulated by Whitfield Barrow & Co., LLC ("Whitfield Barrow" or the "Representative"). This memorandum is intended to serve as a refere

II. Offering Terms A. Shares and Pricing The offering involves the issuance and sale by the Company of shares of its common stock, par value $0.001 per share (CUSIP 039217105), in an initial public offering registered under the Securities Act of 1933, as amended (the "Securities Act"). All shares offered are primary shares to be issued by the Company. There are no secondary sales by selling stockholders in this offer

III. Representations and Warranties of the Company A. Overview The Underwriting Agreement contains comprehensive representations and warranties made by AHT to the several underwriters. These representations and warranties are organized into approximately 32 categories in the executed agreement and cover the range of standard matters customarily addressed in an IPO underwriting agreement for a healthcare technology co

IV. Representations and Warranties of the Underwriters

Section 3 of the Underwriting Agreement contains the representations and warranties of the several underwriters. Each underwriter represents and warrants, severally (and not jointly), as follows: Securities Act Compliance. Each underwriter represents that it will not offer or sell the shares except in compliance with the Securities Act, the rules and regulations promulgated thereunder, and any applicable state securi

V. Indemnification Provisions A. Indemnification by the Company (Section 9(a)) Pursuant to Section 9(a) of the Underwriting Agreement, the Company agrees to indemnify, defend, and hold harmless each underwriter, its respective directors, officers, employees, and agents, and each person, if any, who controls any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange

VI. Conditions Precedent to Closing A. Conditions to the Underwriters' Obligations (Section 7)

Section 7 of the Underwriting Agreement sets forth in detail the conditions that must be satisfied or waived by the Representative at or prior to the Closing on February 13, 2024. These conditions are customary for an IPO underwriting agreement and are summarized below:

1. Effectiveness of Registration Statement. The Registration Statement on Form S-1 (File No. 333-276841) shall have been declared effective by the SEC, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC, and no proceedings for that purpose shall have been initiated or threatened by the SEC. This condition was satisfied upon the SEC's declaration of effective

2. Filing of Final Prospectus. The final prospectus shall have been filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act within the required time period. The final prospectus was filed on February 9, 2024 via EDGAR.

3. Officers' Certificate. A certificate executed by Dr. Nathaniel Rourke, Chief Executive Officer of the Company, and David Halderman, Chief Financial Officer of the Company, pursuant to Section 7(d) of the Underwriting Agreement, certifying as to (a) the accuracy of the Company's representations and warranties contained in the Underwriting Agreement as of the Closing, (b) the Company's compliance with all covenants

4. Secretary's Certificate. A certificate executed by Rachel Moynihan, General Counsel and Corporate Secretary of the Company, attaching certified copies of (a) the Amended and Restated Certificate of Incorporation of the Company (as filed with the Delaware Secretary of State), (b) the Amended and Restated Bylaws of the Company, and (c) all resolutions of the Board of Directors and, to the extent applicable, the stoc

5. Company Counsel Opinion and Negative Assurance Letter. An opinion of Calderwood & Harkness LLP (to be executed by Theodore Langston), addressed to the several underwriters, covering the following matters: (a) validity of the shares (validly issued, fully paid, and non-assessable under the Delaware General Corporation Law), (b) corporate existence and good standing of the Company under the laws of the State of Dela

6. Tax Opinion. A tax opinion of Calderwood & Harkness LLP (to be executed by Sylvia Hartwell), addressed to the Company and the several underwriters, regarding certain United States federal income tax consequences of the offering as discussed in the section of the Prospectus captioned "Material U.S. Federal Income Tax Consequences."

7. Underwriters' Counsel Opinion. An opinion of Meridian Hale & Quivorn LLP (Graham Neville), addressed to the several underwriters, regarding certain legal matters relating to the offering.

8. Comfort Letters. (a) A comfort letter from Kellerman & Associates LLP, the Company's independent registered public accounting firm, dated the pricing date (February 8, 2024), addressed to the several underwriters, in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants' comfort letters with respect to the financial statements an

9. Good Standing Certificates. Certificates of good standing (or equivalent certificates) from (i) the Secretary of State of the State of Delaware and (ii) the Secretary of the Commonwealth of Massachusetts, each dated within five (5) business days of the Closing date.

10. Lock-Up Agreements. Executed lock-up agreements, in the form attached as Exhibit A to the Underwriting Agreement, from all directors, officers, and holders of 1% or more of pre-IPO shares of common stock of the Company (approximately 45 signatories covering approximately 80,000,000 shares) shall have been delivered to the Representative and shall be in full force and effect as of the Closing date. A detailed disc

11. FINRA No-Objections. Receipt of confirmation from the FINRA Corporate Financing Department that it has reviewed the underwriting terms and arrangements and has no objection thereto. This confirmation was received on approximately January 30, 2024, well in advance of the Closing date.

12. NYSE Listing. Approval of the listing of the shares of common stock (including the base offering shares and the overallotment shares) on the New York Stock Exchange under the ticker symbol "ARHT," subject only to official notice of issuance.

13. DTC Eligibility. Confirmation from Continental Share Services, Inc. (the Company's transfer agent and registrar) that the shares of common stock are eligible for deposit and book-entry transfer through the facilities of The Depository Trust Company (CUSIP 039217105).

14. D&O Insurance. Evidence satisfactory to the Representative that directors' and officers' liability insurance is in full force and effect with coverage reasonably satisfactory to the Representative. The Company has put in place a D&O insurance tower with aggregate coverage of $100,000,000, structured as follows: • Northbridge Specialty Insurance Company: $50,000,000 primary layer. • Pinnacle Reinsurance Company: $

15. No Material Adverse Change. There shall not have occurred any material adverse change in the condition (financial or otherwise), business, results of operations, properties, or prospects of the Company since the date of the most recent financial statements included in the Prospectus (i.e., since December 31, 2023).

16. Transfer Agent Appointment. Continental Share Services, Inc. shall have been duly appointed as transfer agent and registrar for the shares of common stock and shall be acting in such capacity as of the Closing date. B. Negotiation Notes on Conditions Precedent D&O Insurance Condition. Whitfield Barrow's initial draft of the D&O insurance condition required the Company to provide evidence of "coverage satisfactory

VII. Lock-Up Requirements A. Lock-Up Terms (Section 5 and Exhibit A) The Underwriting Agreement incorporates by reference the form of lock-up agreement attached as Exhibit A thereto. The material terms of the lock-up arrangements are as follows: Lock-Up Period. The lock-up period is 180 days from the date of the final prospectus (February 8, 2024), expiring on August 6, 2024. Lock-Up Parties. The lock-up obligations

VIII. MNPI Representations and Covenants A. Representations Regarding Material Non-Public Information

Section 1(pp) of the Underwriting Agreement contains the Company's representations regarding material non-public information ("MNPI"). Specifically, the Company represents that: (i) As of the date of the Underwriting Agreement, all material information regarding the Company, its business, financial condition, results of operations, and prospects has been publicly disclosed in the Registration Statement and the Prospe

IX. Covenants of the Company A. Key Affirmative Covenants

Section 5 of the Underwriting Agreement contains a number of affirmative covenants of the Company, the most significant of which are summarized below: Final Prospectus Filing. The Company covenants to file the final prospectus with the SEC pursuant to Rule 424(b) under the Securities Act within the required time period. The final prospectus was filed on February 9, 2024 via Rule 424(b)(4). Notice of SEC Actions and E

X. Termination Rights A. Termination by the Representative (Section 11) Pursuant to Section 11 of the Underwriting Agreement, the Representative may terminate the Underwriting Agreement, in its sole discretion, at any time prior to the Closing date (February 13, 2024) upon the occurrence of any of the following events:

1. Market-Out Clause. The Representative may terminate if: (a) trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market shall have been suspended or materially limited, or minimum or maximum prices or maximum ranges for prices shall have been established on either of such exchanges by the SEC, by such exchange, or by any other regulatory body or governmental authority; (b) a general m

2. Material Adverse Change. The Representative may terminate if there shall have occurred any material adverse change in the condition (financial or otherwise), business, results of operations, properties, or prospects of the Company, whether or not arising in the ordinary course of business, that makes it, in the judgment of the Representative, impracticable or inadvisable to proceed with the public offering or the

3. Ratings Downgrade / Credit Event. The Underwriting Agreement includes a standard clause referencing any downgrade in the rating of any debt securities of the Company or any announcement by a nationally recognized statistical rating organization that it has placed any debt securities of the Company under surveillance or review with possible negative implications. As AHT is currently unrated and has no rated debt ou

4. Failure of Conditions. The Representative may terminate if any condition to the obligations of the underwriters set forth in Section 7 of the Underwriting Agreement shall not have been fulfilled or waived as of the Closing date. B. Termination by the Company The Company has a limited right to terminate the Underwriting Agreement prior to pricing if the Registration Statement has not been declared effective by the

XI. Offering Expenses The estimated offering expenses of the Company (exclusive of the underwriting discount) are approximately $4,200,000. These expenses are borne entirely by the Company and are itemized as follows: Pursuant to Section 6 of the Underwriting Agreement, the Company bears all offering expenses regardless of whether the offering is consummated, including in the event of a termination of the Underwritin