1010-00001 · Client 1010 · Closing

borrowers-counsel-legal-opinion.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP One Liberty Plaza, 44th Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

August 16, 2024

Pinnacle Trust Bank, N.A. 600 Lexington Avenue, 22nd Floor New York, NY 10022

Attention: Syndicated Lending Group

Ladies and Gentlemen:

We have acted as counsel to Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), Arbor Health Holdings LLC, a limited liability company formed and existing under the laws of the State of Delaware ("AH Holdings"), and Arbor Health Platform Services Inc., a corporation organized and existing under the laws of the State of Delaware ("AH Platform"; AH Holdings and AH Platform are referred to herein individually as a "Guarantor" and collectively as the "Guarantors"; the Borrower and the Guarantors are referred to herein collectively as the "Loan Parties" and each individually as a "Loan Party"), in connection with the execution and delivery of the following agreements and documents (collectively, the "Loan Documents"):

(i) the Bridge Loan Agreement dated as of August 16, 2024 (the "Loan Agreement"), by and between the Borrower and Pinnacle Trust Bank, N.A. (the "Lender"), pursuant to which the Lender has agreed to extend a senior secured bridge loan facility to the Borrower in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000);

(ii) the Guaranty Agreement dated as of August 16, 2024 (the "Guaranty"), by AH Holdings and AH Platform in favor of the Lender, guaranteeing the payment and performance of the Obligations (as defined in the Loan Agreement) of the Borrower under the Loan Agreement; and

(iii) the Security Agreement dated as of August 16, 2024 (the "Security Agreement"), by the Borrower and the Guarantors (each, a "Grantor" and collectively, the "Grantors") in favor of the Lender, granting a security interest in the Collateral (as defined in the Security Agreement) to secure the Obligations.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement. This opinion letter is rendered to you pursuant to Section 5.01(b) of the Loan Agreement as a condition precedent to the obligation of the Lender to fund the initial borrowing under the Loan Agreement on the date hereof (the "Closing Date").

I. Documents Examined

In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

1. The Loan Agreement (Bridge Loan Agreement dated as of August 16, 2024, between the Borrower and the Lender);

2. The Guaranty (Guaranty Agreement dated as of August 16, 2024, by AH Holdings and AH Platform in favor of the Lender);

3. The Security Agreement (Security Agreement dated as of August 16, 2024, by the Borrower and the Guarantors in favor of the Lender);

4. The Certificate of Incorporation of the Borrower (Arbor Health Technologies Inc.), as amended through the date hereof and currently in effect, and the Bylaws of the Borrower, as amended through the date hereof and currently in effect;

5. The Certificate of Formation of AH Holdings (Arbor Health Holdings LLC), as amended through the date hereof and currently in effect, and the Limited Liability Company Agreement of AH Holdings, as amended through the date hereof and currently in effect;

6. The Certificate of Incorporation of AH Platform (Arbor Health Platform Services Inc.), as amended through the date hereof and currently in effect, and the Bylaws of AH Platform, as amended through the date hereof and currently in effect;

7. Resolutions of the Board of Directors of the Borrower, adopted on August 2, 2024, authorizing the execution, delivery, and performance by the Borrower of the Loan Documents to which the Borrower is a party and the borrowing of Twenty-Five Million Dollars ($25,000,000) thereunder (the "Borrower Board Resolutions");

8. Resolutions of Arbor Health Technologies Inc., as the sole member of AH Holdings, adopted on August 2, 2024, authorizing the execution, delivery, and performance by AH Holdings of the Loan Documents to which AH Holdings is a party (the "AH Holdings Member Resolutions");

9. Resolutions of the Board of Directors of AH Platform, adopted on August 2, 2024, authorizing the execution, delivery, and performance by AH Platform of the Loan Documents to which AH Platform is a party (the "AH Platform Board Resolutions"; together with the Borrower Board Resolutions and the AH Holdings Member Resolutions, the "Authorizing Resolutions");

10. Good standing certificates for each Loan Party issued by the Secretary of State of the State of Delaware, each dated August 14, 2024, as follows:

(a) Certificate of Good Standing for Arbor Health Technologies Inc. (Delaware File Number 7284619);

(b) Certificate of Good Standing for Arbor Health Holdings LLC (Delaware File Number 7301482); and

11. Good standing certificate for the Borrower issued by the Secretary of the Commonwealth of Massachusetts, dated August 14, 2024;

12. Uniform Commercial Code lien search reports for each Loan Party from the office of the Secretary of State of the State of Delaware, each dated August 12, 2024, conducted by Meridian Filing Services Inc.;

13. The Secretary's Certificate of the Borrower dated August 16, 2024, executed by Gerald Fong, General Counsel & Corporate Secretary of the Borrower (the "Secretary's Certificate"), together with the exhibits attached thereto, including certified copies of the Certificate of Incorporation and Bylaws of the Borrower, the Borrower Board Resolutions, the good standing certificates described above, and the incumbency certificate setting forth the names, titles, and specimen signatures of the officers authorized to execute the Loan Documents on behalf of the Borrower;

14. The Officer's Closing Certificate dated August 16, 2024, executed by Evan Strickland, Chief Financial Officer of the Borrower (the "Officer's Closing Certificate"), certifying (among other things) the truth and correctness of the representations and warranties contained in the Loan Documents as of the Closing Date, the absence of any Default or Event of Default, the absence of any Material Adverse Effect, and compliance by the Borrower with the financial covenants set forth in Article VII of the Loan Agreement;

15. The Perfection Certificate dated August 16, 2024, executed by Gerald Fong, General Counsel & Corporate Secretary of the Borrower (the "Perfection Certificate"), disclosing, among other things, the exact legal names, entity types, and jurisdictions of organization of each Loan Party, state file numbers, federal employer identification numbers, the location of each Loan Party's chief executive office, organizational and corporate structure charts, locations of tangible Collateral, deposit accounts maintained by the Loan Parties, existing liens on the assets of the Loan Parties, and registered intellectual property of the Loan Parties; and

16. Such other documents, records, certificates, instruments, and corporate proceedings as we have deemed necessary or appropriate to render the opinions expressed below.

II. Assumptions

In rendering the opinions set forth herein, we have, with your permission, relied upon the following assumptions without independent investigation or verification of any kind:

(a) The genuineness of all signatures other than the signatures of officers or authorized representatives of the Loan Parties; the authenticity of all documents submitted to us as originals; and the conformity to authentic originals of all documents submitted to us as copies (whether facsimile, electronic, photostatic, certified, or otherwise). We have also assumed the legal competence of all natural persons who have executed documents reviewed by us.

(b) Pinnacle Trust Bank, N.A. (the "Lender") has been duly organized and is validly existing and in good standing as a national banking association under the laws of the United States and the State of New York, and possesses all requisite power and authority (corporate and regulatory) to enter into and perform its obligations under the Loan Documents and to consummate the transactions contemplated thereby.

(c) Each natural person executing any of the Loan Documents on behalf of the Lender has the legal capacity to do so and has been duly authorized to execute such documents on behalf of the Lender.

(d) The Loan Documents have been duly authorized by all necessary corporate or other action on the part of the Lender, have been duly executed and delivered by the Lender, and constitute legal, valid, and binding obligations of the Lender, enforceable against the Lender in accordance with their respective terms.

(e) The choice of the laws of the State of New York as the governing law of each of the Loan Documents, as specified therein, is valid, effective, and enforceable under all applicable laws, and the laws of the State of New York are the appropriate laws to be applied in connection with the opinions expressed herein with respect to the enforceability of the Loan Documents.

(f) Each Loan Party has received fair consideration and reasonably equivalent value in exchange for its obligations under the Loan Documents to which it is a party, including the guaranty obligations of the Guarantors under the Guaranty and the grant of security interests by each Grantor under the Security Agreement. Each Loan Party is solvent, and will remain solvent, as of the Closing Date and after giving effect to the transactions contemplated by the Loan Documents, including the incurrence of indebtedness in the amount of $25,000,000 under the Loan Agreement and the guaranty of such obligations by the Guarantors.

(g) The factual matters, representations, warranties, and certifications set forth in the Officer's Closing Certificate, the Secretary's Certificate, the Perfection Certificate, and the representations and warranties of the Loan Parties contained in the Loan Documents are true, correct, and complete in all material respects as of the date hereof. We have relied upon such certificates and representations without independent verification and have made no independent inquiry with respect thereto.

(h) No event has occurred between the respective dates of the good standing certificates referenced in paragraph 10 and paragraph 11 of Section I above (each dated August 14, 2024) and the date hereof that would adversely affect the good standing of any Loan Party in its jurisdiction of organization or qualification.

III. Opinions

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section IV below, we are of the opinion that:

Opinion 1: Organization and Good Standing

(a) The Borrower (Arbor Health Technologies Inc.) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 7284619). The Borrower is duly qualified to transact business and is in good standing as a foreign corporation in the Commonwealth of Massachusetts, where its principal office is located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451.

(b) AH Holdings (Arbor Health Holdings LLC) is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 7301482).

(c) AH Platform (Arbor Health Platform Services Inc.) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 7318905).

Our opinions in this Opinion 1 regarding good standing are based solely upon the certificates of good standing issued by the Secretary of State of the State of Delaware and the Secretary of the Commonwealth of Massachusetts, in each case as described in paragraphs 10 and 11 of Section I above and each dated August 14, 2024. We have made no independent inquiry into the status of any Loan Party with any governmental authority, and we express no opinion as to the qualification or good standing of any Loan Party in any jurisdiction other than as expressly set forth above.

Opinion 2: Power and Authority

(a) Each Loan Party has all requisite corporate or limited liability company power and authority (as applicable) to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party.

(b) The Borrower has all requisite corporate power and authority to borrow the sum of Twenty-Five Million Dollars ($25,000,000) under the Loan Agreement, to issue a promissory note in connection therewith (if applicable), and to grant the security interests in the Collateral contemplated by the Security Agreement.

(c) Each Guarantor has all requisite corporate or limited liability company power and authority (as applicable) to guarantee the Obligations pursuant to the Guaranty and to grant the security interests in the Collateral contemplated by the Security Agreement.

(d) Each Loan Party has all requisite corporate or limited liability company power and authority (as applicable) to own, hold, and operate its properties and assets and to conduct its business as currently conducted.

Opinion 3: Due Authorization

(a) The execution, delivery, and performance by each Loan Party of each of the Loan Documents to which it is a party, and the consummation by each Loan Party of the transactions contemplated thereby (including, in the case of the Borrower, the borrowing of $25,000,000 under the Loan Agreement and the granting of security interests under the Security Agreement, and in the case of each Guarantor, the guaranteeing of the Obligations under the Guaranty and the granting of security interests under the Security Agreement), have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Loan Party.

(b) Without limiting the generality of the foregoing:

(i) The Board of Directors of the Borrower duly adopted the Borrower Board Resolutions on August 2, 2024, authorizing the execution, delivery, and performance by the Borrower of the Loan Documents and the borrowing of $25,000,000 under the Loan Agreement, and such resolutions have not been rescinded, amended, or modified and remain in full force and effect as of the date hereof.

(ii) Arbor Health Technologies Inc., as the sole member of AH Holdings, duly adopted the AH Holdings Member Resolutions on August 2, 2024, authorizing the execution, delivery, and performance by AH Holdings of the Loan Documents to which AH Holdings is a party, and such resolutions have not been rescinded, amended, or modified and remain in full force and effect as of the date hereof.

(iii) The Board of Directors of AH Platform duly adopted the AH Platform Board Resolutions on August 2, 2024, authorizing the execution, delivery, and performance by AH Platform of the Loan Documents to which AH Platform is a party, and such resolutions have not been rescinded, amended, or modified and remain in full force and effect as of the date hereof.

(c) No approval or consent of the shareholders of the Borrower or AH Platform, or of the member(s) of AH Holdings (other than the member consent already obtained as described in paragraph (b)(ii) above), is required in connection with the authorization, execution, delivery, or performance of the Loan Documents that has not been duly obtained.

Opinion 4: Execution and Delivery

(a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto.

(b) The persons who executed the Loan Documents on behalf of the Loan Parties were, at the time of such execution, duly authorized officers or representatives of the respective Loan Parties, as evidenced by the incumbency certificate attached to the Secretary's Certificate. In particular:

(i) Evan Strickland, in his capacity as Chief Financial Officer of the Borrower, executed the Loan Agreement and the Security Agreement on behalf of the Borrower. Mr. Strickland also executed the Guaranty and the Security Agreement in his capacity as Authorized Representative of AH Holdings (acting pursuant to authority delegated under the Limited Liability Company Agreement of AH Holdings) and in his capacity as Vice President and Treasurer of AH Platform.

(ii) Gerald Fong, in his capacity as General Counsel & Corporate Secretary of the Borrower, executed the Secretary's Certificate and the Perfection Certificate on behalf of the Borrower.

Opinion 5: Enforceability

Each Loan Document constitutes the legal, valid, and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with its respective terms, except as such enforceability may be limited by the Enforceability Exceptions (as defined in Section IV below). For purposes of this opinion, the "Enforceability Exceptions" consist of:

(i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally; and

(ii) general principles of equity (including, without limitation, concepts of materiality, good faith, fair dealing, and reasonableness, and the possible unavailability of specific performance or injunctive relief as a remedy), regardless of whether enforceability is considered in a proceeding at law or in equity.

Opinion 6: No Conflict

The execution, delivery, and performance by each Loan Party of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the organizational documents of such Loan Party, including (i) the Certificate of Incorporation or Bylaws of the Borrower, (ii) the Certificate of Formation or Limited Liability Company Agreement of AH Holdings, or (iii) the Certificate of Incorporation or Bylaws of AH Platform;

(b) violate any law, statute, rule, or regulation of the State of New York or of the United States that, in our experience, is customarily applicable to transactions of the type contemplated by the Loan Documents, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, in each case to the extent applicable. We note for the avoidance of doubt that the Borrower is a reporting company under the Securities Exchange Act of 1934, as amended, and that the Borrower's shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "AHTI." Our opinion in this subparagraph (b) is based on our review of such laws and regulations as we believe to be customarily applicable and does not extend to all laws, statutes, rules, or regulations that may conceivably apply to any Loan Party or the transactions contemplated by the Loan Documents; or

(c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien upon any property of such Loan Party (other than liens created by the Security Agreement) pursuant to, any material agreement, indenture, or other instrument to which such Loan Party is a party or by which such Loan Party or its properties may be bound, of which we are aware. In rendering this opinion, we have relied solely upon our review of the material agreements listed on Schedule A attached hereto, which schedule was prepared and provided to us by the Borrower, and we have made no independent investigation or inquiry as to the existence of any other agreement or instrument that might be material to this opinion.

We express no opinion in this Opinion 6 regarding (i) the laws of any state other than New York, (ii) compliance with any healthcare regulatory requirements, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), state privacy or data protection laws, or regulations and conditions of the Centers for Medicare & Medicaid Services ("CMS"), or (iii) any antitrust, competition, or similar laws.

Opinion 7: No Consent

No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any court, governmental authority, or regulatory body of the State of New York or of the United States is required in connection with (a) the execution, delivery, or performance by any Loan Party of the Loan Documents to which it is a party, (b) the borrowing by the Borrower of Twenty-Five Million Dollars ($25,000,000) under the Loan Agreement, or (c) the grant by each Grantor of the security interests contemplated by the Security Agreement, other than:

(i) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware, which is the jurisdiction of organization of each Grantor and the appropriate jurisdiction for filing under Section 9-301 of the Uniform Commercial Code. We note that a UCC-1 financing statement (Filing No. 2024-3847261) was filed on August 19, 2024 with the Delaware Secretary of State through Meridian Filing Services Inc. naming each Grantor as debtor and the Lender as secured party;

(ii) filings with the United States Patent and Trademark Office ("USPTO") to record the Lender's security interest in the registered patents and registered trademarks (and applications therefor) of the Loan Parties, to the extent required to perfect such security interest;

(iii) filings with the United States Copyright Office ("USCO") to record the Lender's security interest in the registered copyrights of the Loan Parties, to the extent required to perfect such security interest;

(iv) such filings, recordings, notices, or other actions as may be required in connection with the execution and delivery of deposit account control agreements with respect to deposit accounts maintained by the Loan Parties at financial institutions other than the Lender; and

(v) such other consents, approvals, authorizations, or filings as have already been obtained or made on or prior to the date hereof.

This opinion does not cover the laws of any state other than New York, and we express no opinion as to any governmental consents, approvals, authorizations, filings, registrations, or qualifications that may be required under healthcare regulatory frameworks (including HIPAA, HITECH, state privacy laws, or CMS requirements), or under the laws of the Commonwealth of Massachusetts or any of the other twenty-two (22) states in which the Borrower and its subsidiaries conduct operations.

Opinion 8: Security Interest — Attachment and Perfection

(a) Creation. The Security Agreement is effective to create in favor of the Lender a valid security interest (within the meaning of Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC")) in all right, title, and interest of each Grantor in the Collateral described in the Security Agreement, securing the Obligations of the Borrower under the Loan Agreement.

(b) Attachment. The security interest created by the Security Agreement has attached to all Collateral in which each Grantor has rights as of the Closing Date, to the extent that a security interest may attach thereto under Article 9 of the NY UCC. The security interest will attach to all after-acquired Collateral described in the Security Agreement upon the applicable Grantor's acquisition of rights therein, subject to applicable limitations under the NY UCC.

(c) Perfection by Filing. Upon the filing of appropriate UCC-1 financing statements with the Secretary of State of the State of Delaware (being the jurisdiction of organization of each Grantor under Section 9-301 of the NY UCC), the security interest created by the Security Agreement will be perfected as to all Collateral in which a security interest may be perfected by the filing of a financing statement under Article 9 of the NY UCC. We note that a UCC-1 financing statement (Filing No. 2024-3847261) was filed on August 19, 2024 with the Delaware Secretary of State through Meridian Filing Services Inc.

(d) Perfection of Certain Categories of Collateral Requiring Additional Steps. Notwithstanding the foregoing, the perfection of the Lender's security interest in certain categories of Collateral requires steps in addition to, or in lieu of, the filing of UCC-1 financing statements, including the following:

(i) Deposit Accounts. Under Section 9-312(b)(1) of the NY UCC, a security interest in a deposit account may be perfected only by "control" as defined in Section 9-104 of the NY UCC. With respect to deposit accounts maintained by the Loan Parties at Pinnacle Trust Bank, N.A. (the Lender), the Lender has "control" by virtue of its status as the depository bank at which such accounts are maintained. With respect to deposit accounts maintained by the Loan Parties at Ridgefield National Bank, perfection by control requires the execution and delivery of deposit account control agreements, which are required to be delivered as a post-closing deliverable by August 30, 2024, as specified in the Loan Agreement.

(ii) Certificated Securities and Pledged Equity Interests. Under Sections 9-313 and 8-301 of the NY UCC, a security interest in certificated securities may be perfected by the secured party's taking delivery of the security certificates, together with any necessary endorsement or duly executed stock powers or transfer instruments endorsed in blank. We understand that the certificates evidencing the pledged equity interests of the subsidiaries of the Borrower are to be delivered to the Lender as a post-closing deliverable by August 30, 2024, together with duly executed stock powers or transfer instruments endorsed in blank, as specified in the Loan Agreement.

(iii) Letter-of-Credit Rights. Under Section 9-312(b)(2) of the NY UCC, a security interest in a letter-of-credit right may be perfected only by control. Based upon the Perfection Certificate, no Loan Party has any letter-of-credit rights as of the Closing Date.

(iv) Registered intellectual Property. Perfection of the Lender's security interest in registered patents and registered trademarks (and applications therefor) requires recordation with the USPTO, and perfection of the Lender's security interest in registered copyrights requires recordation with the USCO. Such recordations are to be completed as a post-closing deliverable by August 30, 2024, as specified in the Loan Agreement.

(e) Limitations on Security Interest Opinions. We express no opinion as to (i) the priority of the security interest created by the Security Agreement vis-à-vis any other lien, security interest, or encumbrance on the Collateral, (ii) the creation, attachment, perfection, or enforceability of any security interest in any Excluded Collateral (as defined in the Security Agreement), or (iii) the effect of federal law (including federal patent, trademark, and copyright law) or state law on the creation, attachment, or perfection of security interests in intellectual property to the extent such matters are not addressable solely under Article 9 of the NY UCC. For purposes of our perfection opinions, we have assumed that the NY UCC is identical in all material respects to the Uniform Commercial Code as in effect in the State of Delaware, being the jurisdiction of organization of each Grantor.

Opinion 9: No Litigation (Negative Assurance)

Based solely on the Officer's Closing Certificate delivered by Evan Strickland, Chief Financial Officer of the Borrower, on August 16, 2024, and without independent investigation, inquiry, litigation search, or review of any court docket or public record, we are not aware of any pending or, to our knowledge, threatened action, suit, investigation, or proceeding against any Loan Party before any court, governmental authority, arbitral tribunal, or other body that:

(i) would reasonably be expected to have a Material Adverse Effect (as defined in the Loan Agreement);

(ii) challenges or seeks to invalidate, set aside, or otherwise questions the legality, validity, or enforceability of any Loan Document or any of the transactions contemplated thereby; or

(iii) seeks to enjoin, restrain, or otherwise prevent the consummation of the borrowing under the Loan Agreement, the grant of the security interests under the Security Agreement, or any other transaction contemplated by the Loan Documents.

The foregoing is a negative assurance statement and does not constitute a representation or warranty. We have conducted no independent litigation search and have made no inquiry of any court, governmental authority, or other body. Our statement is limited to matters within the actual, conscious awareness of the attorneys at this firm who have been directly involved in the representation of the Loan Parties in connection with the transactions contemplated by the Loan Documents.

IV. Qualifications and Limitations

The opinions expressed herein are subject to the following qualifications and limitations:

A. Enforceability Exceptions

As used in Opinion 5 above, the term "Enforceability Exceptions" means, collectively:

(i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preference, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally; and

(ii) general principles of equity (including, without limitation, concepts of materiality, good faith, fair dealing, reasonableness, unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies), regardless of whether enforceability is considered in a proceeding at law or in equity.

B. Specific Exclusions from Opinion

Without limiting the generality of the Enforceability Exceptions or any other qualification or limitation set forth herein, we express no opinion as to the following:

(a) The enforceability of any provision of the Loan Documents that purports to constitute a waiver of rights under any usury, stay, extension, moratorium, or similar debtor protection law or statute, to the extent such waiver is prohibited or rendered unenforceable by applicable law.

(b) The effect of fraudulent conveyance, fraudulent transfer, or similar laws (including Sections 544 and 548 of the United States Bankruptcy Code and Article 10 of the New York Debtor and Creditor Law) on the obligations of the Guarantors under the Guaranty. We note that under applicable fraudulent transfer and fraudulent conveyance laws, the obligations of a Guarantor under the Guaranty could be voided, subordinated, or limited if such Guarantor were deemed to have been insolvent at the time the Guaranty was entered into (or rendered insolvent thereby), or if such Guarantor is deemed not to have received reasonably equivalent value or fair consideration in exchange for its guaranty obligations.

(c) The enforceability of provisions contained in the Loan Documents (including Section 11.04 of the Loan Agreement and Section 5.3 of the Guaranty) that purport to waive the right of any party to trial by jury. Courts in various jurisdictions have held that contractual jury trial waivers may be unenforceable depending upon the circumstances under which such waivers were obtained, and we express no opinion as to the enforceability of any such provision.

(d) The enforceability of provisions contained in the Loan Documents relating to indemnification, contribution, or exculpation, to the extent that such provisions may be limited or rendered unenforceable by applicable law or public policy, including, without limitation, provisions of federal or state securities laws, public policy limitations on the indemnification of a party against its own negligence or willful misconduct, and limitations imposed by principles of equity.

(e) The creation, attachment, perfection, enforceability, or priority of any security interest in any Excluded Collateral (as defined in the Security Agreement), including, without limitation:

(i) real property and interests therein (including fixtures to the extent they constitute interests in real property);

(ii) motor vehicles, trailers, and other goods subject to a certificate of title statute of any state;

(iii) equity interests in Immaterial Subsidiaries (defined in the Security Agreement as subsidiaries having individual total assets of less than One Million Dollars ($1,000,000));

(iv) deposit accounts used exclusively for payroll, payroll tax, or employee benefit purposes, in an aggregate amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000);

(v) intent-to-use trademark applications filed with the USPTO prior to the filing and acceptance of a statement of use or an amendment to allege use with respect thereto, to the extent that the grant of a security interest therein would impair the validity or enforceability of such trademark applications under applicable law; and

(vi) any other property or asset where the grant of a security interest therein would violate applicable law or a contractual restriction binding upon such Loan Party, subject to and taking into account the override provisions of Sections 9-406, 9-407, 9-408, and 9-409 of the NY UCC.

(f) The enforceability of provisions contained in the Loan Documents that purport to (i) establish evidentiary standards or shift the burden of proof, (ii) provide that the remedies of the Lender are cumulative and not exclusive, (iii) authorize the Lender to set off amounts owed by one party against amounts owed to a different party, (iv) waive the benefit of statutory or constitutional provisions on grounds of public policy, or (v) allow oral amendments, modifications, or waivers notwithstanding any provision requiring that amendments or modifications be in writing.

(g) The enforceability of provisions contained in the Loan Documents that require any Loan Party to pay the attorneys' fees, costs, or expenses of the Lender, to the extent that such provisions may be limited by applicable law, including, without limitation, judicial discretion to reduce or deny fee awards in proceedings where the court determines that the amount of fees is unreasonable or that an award of fees would be inequitable.

(h) Any matters arising under or relating to (i) federal, state, or local tax laws, (ii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder, (iii) federal or state antitrust or competition laws, (iv) federal, state, or local environmental laws and regulations, (v) healthcare regulatory laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), state privacy and data protection laws, regulations and conditions of the Centers for Medicare & Medicaid Services ("CMS"), the federal Anti-Kickback Statute, the Stark Law, or any other healthcare fraud and abuse statutes, (vi) insurance regulatory laws, or (vii) real estate or real property laws.

C. Jurisdictional Limitation

The opinions expressed herein are limited to (i) the laws of the State of New York (excluding the choice-of-law rules thereof to the extent they would require the application of the laws of another jurisdiction), (ii) the General Corporation Law of the State of Delaware, (iii) the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), and (iv) applicable federal law of the United States. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Commonwealth of Massachusetts (other than our opinion in Opinion 1(a) above as to the Borrower's qualification and good standing based solely on the certificate of good standing from the Secretary of the Commonwealth of Massachusetts dated August 14, 2024), or the laws of any of the other twenty-two (22) states in which the Borrower and its subsidiaries conduct operations.

For purposes of our opinions in Opinion 8 regarding the perfection of the Lender's security interest, we have assumed that the Uniform Commercial Code as in effect in the State of Delaware is identical in all material respects to the NY UCC, and we express no opinion as to any provision of the Delaware Uniform Commercial Code that may differ in any material respect from the corresponding provision of the NY UCC.

V. Reliance and Other Matters

A. Reliance Limitation

This opinion letter is rendered solely for the benefit of Pinnacle Trust Bank, N.A., in its capacity as Lender under the Loan Agreement, and its successors and permitted assigns, in each case solely in connection with the transactions contemplated by the Loan Documents. This opinion letter may not be relied upon by any other Person for any purpose without the prior written consent of Calderwood & Harkness LLP.

Notwithstanding the foregoing, the Lender may furnish copies of this opinion letter to (i) its banking regulators and examiners, (ii) its independent auditors, and (iii) any prospective assignee or participant of all or any portion of the Lender's rights and obligations under the Loan Agreement, in each case provided that such Persons are informed that they may not rely on this opinion letter without the prior written consent of Calderwood & Harkness LLP.

B. Date Limitation

This opinion letter speaks only as of the date hereof (August 16, 2024), and we express no opinion as to the effect of any event, fact, or circumstance occurring or arising after the date hereof. We assume no obligation to update, revise, or supplement this opinion letter to reflect any changes in law, facts, or circumstances that may hereafter come to our attention, or to inform you of any changes in law or fact that may hereafter affect the opinions expressed herein.

C. No Implied Opinions

No opinion is implied or may be inferred beyond the matters expressly stated herein. Without limiting the generality of the foregoing, we express no opinion regarding (i) the compliance by any Loan Party with any financial covenant or financial test set forth in the Loan Agreement, (ii) the accuracy or completeness of any financial statement, projection, or financial information delivered by any Loan Party in connection with the Loan Documents, or (iii) the value, condition, or sufficiency of the Collateral.

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Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Claudia Merritt

Title: Partner

SCHEDULE A

Material Agreements Reviewed for No-Conflict Opinion (Referenced in Opinion 6(c))

The following is a list of material agreements, indentures, and other instruments reviewed by Calderwood & Harkness LLP in connection with the no-conflict opinion set forth in Opinion 6(c) of this opinion letter. This list was prepared and provided to us by the Borrower and Borrower's general outside corporate counsel, Hargrove & Patten LLP (Lucinda Hargrove, Partner), and we have relied upon the completeness and accuracy of this list without independent investigation or verification.

Material Customer Contracts

1. Master Services Agreement, dated February 14, 2023, between Arbor Health Technologies Inc. and Northpoint Assurance, as amended by Amendment No. 1, dated October 5, 2023.

2. Enterprise Software License and Services Agreement, dated June 1, 2023, between Arbor Health Technologies Inc. and Ashford Life Insurance

3. Platform Services Agreement, dated September 22, 2023, between Arbor Health Platform Services Inc. and Intermountain Health, as amended by Amendment No. 1, dated March 15, 2024.

4. Data Analytics Services Agreement, dated November 8, 2023, between Arbor Health Technologies Inc. and Cobalt Ridge & Co..

5. Master Subscription Agreement, dated January 19, 2024, between Arbor Health Technologies Inc. and Cobalt Ridge Group.

Acquisition Agreements

6. Asset Purchase Agreement, dated April 22, 2024, between Arbor Health Technologies Inc. (as Buyer) and MedBridge Analytics, LLC (as Seller), including all schedules, exhibits, and ancillary agreements thereto (the "MedBridge Purchase Agreement").

7. Stock Purchase Agreement, dated May 31, 2024, between Arbor Health Holdings LLC (as Buyer) and the shareholders of Cortland Health Data Corp. (as Sellers), including all schedules, exhibits, and ancillary agreements thereto (the "Cortland Purchase Agreement").

Lease Agreements

8. Office Lease, dated August 1, 2022, between Beacon Ridge Office Partners LP (as Landlord) and Arbor Health Technologies Inc. (as Tenant), for premises located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451.

9. Office Sublease, dated March 12, 2024, between 520 Broadway Holdings LLC (as Sublandlord) and Arbor Health Platform Services Inc. (as Subtenant), for premises located at 520 Broadway, 7th Floor, New York, New York 10012.

Employment Agreements

10. Employment Agreement, dated March 1, 2021, between Arbor Health Technologies Inc. and Dr. Priya Narayan (Chief Executive Officer and President), as amended by Amendment No. 1, dated January 15, 2024.

11. Employment Agreement, dated July 15, 2022, between Arbor Health Technologies Inc. and Evan Strickland (Chief Financial Officer).

12. Employment Agreement, dated October 1, 2022, between Arbor Health Technologies Inc. and Gerald Fong (General Counsel & Corporate Secretary).

intellectual Property License Agreements

13. Software License Agreement, dated May 5, 2023, between Drayton & Co. (as Licensor) and Arbor Health Technologies Inc. (as Licensee), for cloud infrastructure and database licensing.

14. Patent Cross-License Agreement, dated September 30, 2023, between Arbor Health Technologies Inc. and Veridian Health Systems, Inc.

15. Technology License and Development Agreement, dated April 22, 2024, between MedBridge Analytics, LLC (as Licensor) and Arbor Health Technologies Inc. (as Licensee), entered into concurrently with the MedBridge Purchase Agreement.

Prior Credit Facility Documentation

16. Term Loan Agreement, dated April 10, 2022, between Arbor Health Technologies Inc. (as Borrower) and Vireo Capital Group Lending, LLC (as Lender), in the original principal amount of $8,000,000. Note: This term loan was repaid in full and retired with proceeds from the Borrower's initial public offering completed on November 17, 2023, and is no longer in effect. The liens and security interests granted in connection therewith have been released, and all UCC financing statements filed in connection therewith have been terminated, as confirmed by UCC termination statement filed with the Delaware Secretary of State on December 4, 2023.

Other Material Agreements

17. Stockholders' Agreement, dated November 17, 2023, among Arbor Health Technologies Inc. and the stockholders named therein, including registration rights provisions.

18. Indemnification Agreements, each dated as of November 17, 2023, between Arbor Health Technologies Inc. and each of its directors and executive officers.

This Schedule A was provided by the Borrower and Hargrove & Patten LLP and has been relied upon by Calderwood & Harkness LLP without independent investigation or verification as to its completeness or accuracy.

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 44th Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
August 16, 2024
Pinnacle Trust Bank, N.A. 600 Lexington Avenue, 22nd Floor New York, NY 10022
Attention: Syndicated Lending Group
Ladies and Gentlemen:
We have acted as counsel to Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), Arbor Health Holdings LLC, a limited liability company formed and existing under the laws of the State of Delaware ("AH Holdings"), and Arbor Health Platform Services Inc., a corporation organized and existing under the laws of the State of Delaware ("AH Platform"; AH Holdings and AH Platform are referred to herein individually as a "Guarantor" and collectively as the "Guarantors"; the Borrower and the Guarantors are referred to herein collectively as the "Loan Parties" and each individually as a "Loan Party"), in connection with the execution and delivery of the following agreements and documents (collectively, the "Loan Documents"):
(i) the Bridge Loan Agreement dated as of August 16, 2024 (the "Loan Agreement"), by and between the Borrower and Pinnacle Trust Bank, N.A. (the "Lender"), pursuant to which the Lender has agreed to extend a senior secured bridge loan facility to the Borrower in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000);
(ii) the Guaranty Agreement dated as of August 16, 2024 (the "Guaranty"), by AH Holdings and AH Platform in favor of the Lender, guaranteeing the payment and performance of the Obligations (as defined in the Loan Agreement) of the Borrower under the Loan Agreement; and
(iii) the Security Agreement dated as of August 16, 2024 (the "Security Agreement"), by the Borrower and the Guarantors (each, a "Grantor" and collectively, the "Grantors") in favor of the Lender, granting a security interest in the Collateral (as defined in the Security Agreement) to secure the Obligations.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement. This opinion letter is rendered to you pursuant to Section 5.01(b) of the Loan Agreement as a condition precedent to the obligation of the Lender to fund the initial borrowing under the Loan Agreement on the date hereof (the "Closing Date").
I. Documents Examined
In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:
1.  The Loan Agreement (Bridge Loan Agreement dated as of August 16, 2024, between the Borrower and the Lender);
2.  The Guaranty (Guaranty Agreement dated as of August 16, 2024, by AH Holdings and AH Platform in favor of the Lender);
3.  The Security Agreement (Security Agreement dated as of August 16, 2024, by the Borrower and the Guarantors in favor of the Lender);
4.  The Certificate of Incorporation of the Borrower (Arbor Health Technologies Inc.), as amended through the date hereof and currently in effect, and the Bylaws of the Borrower, as amended through the date hereof and currently in effect;
5.  The Certificate of Formation of AH Holdings (Arbor Health Holdings LLC), as amended through the date hereof and currently in effect, and the Limited Liability Company Agreement of AH Holdings, as amended through the date hereof and currently in effect;
6.  The Certificate of Incorporation of AH Platform (Arbor Health Platform Services Inc.), as amended through the date hereof and currently in effect, and the Bylaws of AH Platform, as amended through the date hereof and currently in effect;
7.  Resolutions of the Board of Directors of the Borrower, adopted on August 2, 2024, authorizing the execution, delivery, and performance by the Borrower of the Loan Documents to which the Borrower is a party and the borrowing of Twenty-Five Million Dollars ($25,000,000) thereunder (the "Borrower Board Resolutions");
8.  Resolutions of Arbor Health Technologies Inc., as the sole member of AH Holdings, adopted on August 2, 2024, authorizing the execution, delivery, and performance by AH Holdings of the Loan Documents to which AH Holdings is a party (the "AH Holdings Member Resolutions");
9.  Resolutions of the Board of Directors of AH Platform, adopted on August 2, 2024, authorizing the execution, delivery, and performance by AH Platform of the Loan Documents to which AH Platform is a party (the "AH Platform Board Resolutions"; together with the Borrower Board Resolutions and the AH Holdings Member Resolutions, the "Authorizing Resolutions");
10.  Good standing certificates for each Loan Party issued by the Secretary of State of the State of Delaware, each dated August 14, 2024, as follows:
(a) Certificate of Good Standing for Arbor Health Technologies Inc. (Delaware File Number 7284619);
(b) Certificate of Good Standing for Arbor Health Holdings LLC (Delaware File Number 7301482); and
(c) Certificate of Good Standing for Arbor Health Platform Services Inc. (Delaware File Number 7318905);
11.  Good standing certificate for the Borrower issued by the Secretary of the Commonwealth of Massachusetts, dated August 14, 2024;
12.  Uniform Commercial Code lien search reports for each Loan Party from the office of the Secretary of State of the State of Delaware, each dated August 12, 2024, conducted by Meridian Filing Services Inc.;
13.  The Secretary's Certificate of the Borrower dated August 16, 2024, executed by Gerald Fong, General Counsel & Corporate Secretary of the Borrower (the "Secretary's Certificate"), together with the exhibits attached thereto, including certified copies of the Certificate of Incorporation and Bylaws of the Borrower, the Borrower Board Resolutions, the good standing certificates described above, and the incumbency certificate setting forth the names, titles, and specimen signatures of the officers authorized to execute the Loan Documents on behalf of the Borrower;
14.  The Officer's Closing Certificate dated August 16, 2024, executed by Evan Strickland, Chief Financial Officer of the Borrower (the "Officer's Closing Certificate"), certifying (among other things) the truth and correctness of the representations and warranties contained in the Loan Documents as of the Closing Date, the absence of any Default or Event of Default, the absence of any Material Adverse Effect, and compliance by the Borrower with the financial covenants set forth in Article VII of the Loan Agreement;
15.  The Perfection Certificate dated August 16, 2024, executed by Gerald Fong, General Counsel & Corporate Secretary of the Borrower (the "Perfection Certificate"), disclosing, among other things, the exact legal names, entity types, and jurisdictions of organization of each Loan Party, state file numbers, federal employer identification numbers, the location of each Loan Party's chief executive office, organizational and corporate structure charts, locations of tangible Collateral, deposit accounts maintained by the Loan Parties, existing liens on the assets of the Loan Parties, and registered intellectual property of the Loan Parties; and
16.  Such other documents, records, certificates, instruments, and corporate proceedings as we have deemed necessary or appropriate to render the opinions expressed below.
II. Assumptions
In rendering the opinions set forth herein, we have, with your permission, relied upon the following assumptions without independent investigation or verification of any kind:
(a) The genuineness of all signatures other than the signatures of officers or authorized representatives of the Loan Parties; the authenticity of all documents submitted to us as originals; and the conformity to authentic originals of all documents submitted to us as copies (whether facsimile, electronic, photostatic, certified, or otherwise). We have also assumed the legal competence of all natural persons who have executed documents reviewed by us.
(b) Pinnacle Trust Bank, N.A. (the "Lender") has been duly organized and is validly existing and in good standing as a national banking association under the laws of the United States and the State of New York, and possesses all requisite power and authority (corporate and regulatory) to enter into and perform its obligations under the Loan Documents and to consummate the transactions contemplated thereby.
(c) Each natural person executing any of the Loan Documents on behalf of the Lender has the legal capacity to do so and has been duly authorized to execute such documents on behalf of the Lender.
(d) The Loan Documents have been duly authorized by all necessary corporate or other action on the part of the Lender, have been duly executed and delivered by the Lender, and constitute legal, valid, and binding obligations of the Lender, enforceable against the Lender in accordance with their respective terms.
(e) The choice of the laws of the State of New York as the governing law of each of the Loan Documents, as specified therein, is valid, effective, and enforceable under all applicable laws, and the laws of the State of New York are the appropriate laws to be applied in connection with the opinions expressed herein with respect to the enforceability of the Loan Documents.
(f) Each Loan Party has received fair consideration and reasonably equivalent value in exchange for its obligations under the Loan Documents to which it is a party, including the guaranty obligations of the Guarantors under the Guaranty and the grant of security interests by each Grantor under the Security Agreement. Each Loan Party is solvent, and will remain solvent, as of the Closing Date and after giving effect to the transactions contemplated by the Loan Documents, including the incurrence of indebtedness in the amount of $25,000,000 under the Loan Agreement and the guaranty of such obligations by the Guarantors.
(g) The factual matters, representations, warranties, and certifications set forth in the Officer's Closing Certificate, the Secretary's Certificate, the Perfection Certificate, and the representations and warranties of the Loan Parties contained in the Loan Documents are true, correct, and complete in all material respects as of the date hereof. We have relied upon such certificates and representations without independent verification and have made no independent inquiry with respect thereto.
(h) No event has occurred between the respective dates of the good standing certificates referenced in paragraph 10 and paragraph 11 of Section I above (each dated August 14, 2024) and the date hereof that would adversely affect the good standing of any Loan Party in its jurisdiction of organization or qualification.
III. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section IV below, we are of the opinion that:
Opinion 1: Organization and Good Standing
(a) The Borrower (Arbor Health Technologies Inc.) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 7284619). The Borrower is duly qualified to transact business and is in good standing as a foreign corporation in the Commonwealth of Massachusetts, where its principal office is located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451.
(b) AH Holdings (Arbor Health Holdings LLC) is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 7301482).
(c) AH Platform (Arbor Health Platform Services Inc.) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 7318905).
Our opinions in this Opinion 1 regarding good standing are based solely upon the certificates of good standing issued by the Secretary of State of the State of Delaware and the Secretary of the Commonwealth of Massachusetts, in each case as described in paragraphs 10 and 11 of Section I above and each dated August 14, 2024. We have made no independent inquiry into the status of any Loan Party with any governmental authority, and we express no opinion as to the qualification or good standing of any Loan Party in any jurisdiction other than as expressly set forth above.
Opinion 2: Power and Authority
(a) Each Loan Party has all requisite corporate or limited liability company power and authority (as applicable) to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party.
(b) The Borrower has all requisite corporate power and authority to borrow the sum of Twenty-Five Million Dollars ($25,000,000) under the Loan Agreement, to issue a promissory note in connection therewith (if applicable), and to grant the security interests in the Collateral contemplated by the Security Agreement.
(c) Each Guarantor has all requisite corporate or limited liability company power and authority (as applicable) to guarantee the Obligations pursuant to the Guaranty and to grant the security interests in the Collateral contemplated by the Security Agreement.
(d) Each Loan Party has all requisite corporate or limited liability company power and authority (as applicable) to own, hold, and operate its properties and assets and to conduct its business as currently conducted.
Opinion 3: Due Authorization
(a) The execution, delivery, and performance by each Loan Party of each of the Loan Documents to which it is a party, and the consummation by each Loan Party of the transactions contemplated thereby (including, in the case of the Borrower, the borrowing of $25,000,000 under the Loan Agreement and the granting of security interests under the Security Agreement, and in the case of each Guarantor, the guaranteeing of the Obligations under the Guaranty and the granting of security interests under the Security Agreement), have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Loan Party.
(b) Without limiting the generality of the foregoing:
(i) The Board of Directors of the Borrower duly adopted the Borrower Board Resolutions on August 2, 2024, authorizing the execution, delivery, and performance by the Borrower of the Loan Documents and the borrowing of $25,000,000 under the Loan Agreement, and such resolutions have not been rescinded, amended, or modified and remain in full force and effect as of the date hereof.
(ii) Arbor Health Technologies Inc., as the sole member of AH Holdings, duly adopted the AH Holdings Member Resolutions on August 2, 2024, authorizing the execution, delivery, and performance by AH Holdings of the Loan Documents to which AH Holdings is a party, and such resolutions have not been rescinded, amended, or modified and remain in full force and effect as of the date hereof.
(iii) The Board of Directors of AH Platform duly adopted the AH Platform Board Resolutions on August 2, 2024, authorizing the execution, delivery, and performance by AH Platform of the Loan Documents to which AH Platform is a party, and such resolutions have not been rescinded, amended, or modified and remain in full force and effect as of the date hereof.
(c) No approval or consent of the shareholders of the Borrower or AH Platform, or of the member(s) of AH Holdings (other than the member consent already obtained as described in paragraph (b)(ii) above), is required in connection with the authorization, execution, delivery, or performance of the Loan Documents that has not been duly obtained.
Opinion 4: Execution and Delivery
(a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto.
(b) The persons who executed the Loan Documents on behalf of the Loan Parties were, at the time of such execution, duly authorized officers or representatives of the respective Loan Parties, as evidenced by the incumbency certificate attached to the Secretary's Certificate. In particular:
(i) Evan Strickland, in his capacity as Chief Financial Officer of the Borrower, executed the Loan Agreement and the Security Agreement on behalf of the Borrower. Mr. Strickland also executed the Guaranty and the Security Agreement in his capacity as Authorized Representative of AH Holdings (acting pursuant to authority delegated under the Limited Liability Company Agreement of AH Holdings) and in his capacity as Vice President and Treasurer of AH Platform.
(ii) Gerald Fong, in his capacity as General Counsel & Corporate Secretary of the Borrower, executed the Secretary's Certificate and the Perfection Certificate on behalf of the Borrower.
Opinion 5: Enforceability
Each Loan Document constitutes the legal, valid, and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with its respective terms, except as such enforceability may be limited by the Enforceability Exceptions (as defined in Section IV below). For purposes of this opinion, the "Enforceability Exceptions" consist of:
(i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally; and
(ii) general principles of equity (including, without limitation, concepts of materiality, good faith, fair dealing, and reasonableness, and the possible unavailability of specific performance or injunctive relief as a remedy), regardless of whether enforceability is considered in a proceeding at law or in equity.
Opinion 6: No Conflict
The execution, delivery, and performance by each Loan Party of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the organizational documents of such Loan Party, including (i) the Certificate of Incorporation or Bylaws of the Borrower, (ii) the Certificate of Formation or Limited Liability Company Agreement of AH Holdings, or (iii) the Certificate of Incorporation or Bylaws of AH Platform;
(b) violate any law, statute, rule, or regulation of the State of New York or of the United States that, in our experience, is customarily applicable to transactions of the type contemplated by the Loan Documents, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, in each case to the extent applicable. We note for the avoidance of doubt that the Borrower is a reporting company under the Securities Exchange Act of 1934, as amended, and that the Borrower's shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "AHTI." Our opinion in this subparagraph (b) is based on our review of such laws and regulations as we believe to be customarily applicable and does not extend to all laws, statutes, rules, or regulations that may conceivably apply to any Loan Party or the transactions contemplated by the Loan Documents; or
(c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien upon any property of such Loan Party (other than liens created by the Security Agreement) pursuant to, any material agreement, indenture, or other instrument to which such Loan Party is a party or by which such Loan Party or its properties may be bound, of which we are aware. In rendering this opinion, we have relied solely upon our review of the material agreements listed on Schedule A attached hereto, which schedule was prepared and provided to us by the Borrower, and we have made no independent investigation or inquiry as to the existence of any other agreement or instrument that might be material to this opinion.
We express no opinion in this Opinion 6 regarding (i) the laws of any state other than New York, (ii) compliance with any healthcare regulatory requirements, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), state privacy or data protection laws, or regulations and conditions of the Centers for Medicare & Medicaid Services ("CMS"), or (iii) any antitrust, competition, or similar laws.
Opinion 7: No Consent
No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any court, governmental authority, or regulatory body of the State of New York or of the United States is required in connection with (a) the execution, delivery, or performance by any Loan Party of the Loan Documents to which it is a party, (b) the borrowing by the Borrower of Twenty-Five Million Dollars ($25,000,000) under the Loan Agreement, or (c) the grant by each Grantor of the security interests contemplated by the Security Agreement, other than:
(i) the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware, which is the jurisdiction of organization of each Grantor and the appropriate jurisdiction for filing under Section 9-301 of the Uniform Commercial Code. We note that a UCC-1 financing statement (Filing No. 2024-3847261) was filed on August 19, 2024 with the Delaware Secretary of State through Meridian Filing Services Inc. naming each Grantor as debtor and the Lender as secured party;
(ii) filings with the United States Patent and Trademark Office ("USPTO") to record the Lender's security interest in the registered patents and registered trademarks (and applications therefor) of the Loan Parties, to the extent required to perfect such security interest;
(iii) filings with the United States Copyright Office ("USCO") to record the Lender's security interest in the registered copyrights of the Loan Parties, to the extent required to perfect such security interest;
(iv) such filings, recordings, notices, or other actions as may be required in connection with the execution and delivery of deposit account control agreements with respect to deposit accounts maintained by the Loan Parties at financial institutions other than the Lender; and
(v) such other consents, approvals, authorizations, or filings as have already been obtained or made on or prior to the date hereof.
This opinion does not cover the laws of any state other than New York, and we express no opinion as to any governmental consents, approvals, authorizations, filings, registrations, or qualifications that may be required under healthcare regulatory frameworks (including HIPAA, HITECH, state privacy laws, or CMS requirements), or under the laws of the Commonwealth of Massachusetts or any of the other twenty-two (22) states in which the Borrower and its subsidiaries conduct operations.
Opinion 8: Security Interest — Attachment and Perfection
(a) Creation. The Security Agreement is effective to create in favor of the Lender a valid security interest (within the meaning of Article 9 of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC")) in all right, title, and interest of each Grantor in the Collateral described in the Security Agreement, securing the Obligations of the Borrower under the Loan Agreement.
(b) Attachment. The security interest created by the Security Agreement has attached to all Collateral in which each Grantor has rights as of the Closing Date, to the extent that a security interest may attach thereto under Article 9 of the NY UCC. The security interest will attach to all after-acquired Collateral described in the Security Agreement upon the applicable Grantor's acquisition of rights therein, subject to applicable limitations under the NY UCC.
(c) Perfection by Filing. Upon the filing of appropriate UCC-1 financing statements with the Secretary of State of the State of Delaware (being the jurisdiction of organization of each Grantor under Section 9-301 of the NY UCC), the security interest created by the Security Agreement will be perfected as to all Collateral in which a security interest may be perfected by the filing of a financing statement under Article 9 of the NY UCC. We note that a UCC-1 financing statement (Filing No. 2024-3847261) was filed on August 19, 2024 with the Delaware Secretary of State through Meridian Filing Services Inc.
(d) Perfection of Certain Categories of Collateral Requiring Additional Steps. Notwithstanding the foregoing, the perfection of the Lender's security interest in certain categories of Collateral requires steps in addition to, or in lieu of, the filing of UCC-1 financing statements, including the following:
(i) Deposit Accounts. Under Section 9-312(b)(1) of the NY UCC, a security interest in a deposit account may be perfected only by "control" as defined in Section 9-104 of the NY UCC. With respect to deposit accounts maintained by the Loan Parties at Pinnacle Trust Bank, N.A. (the Lender), the Lender has "control" by virtue of its status as the depository bank at which such accounts are maintained. With respect to deposit accounts maintained by the Loan Parties at Ridgefield National Bank, perfection by control requires the execution and delivery of deposit account control agreements, which are required to be delivered as a post-closing deliverable by August 30, 2024, as specified in the Loan Agreement.
(ii) Certificated Securities and Pledged Equity Interests. Under Sections 9-313 and 8-301 of the NY UCC, a security interest in certificated securities may be perfected by the secured party's taking delivery of the security certificates, together with any necessary endorsement or duly executed stock powers or transfer instruments endorsed in blank. We understand that the certificates evidencing the pledged equity interests of the subsidiaries of the Borrower are to be delivered to the Lender as a post-closing deliverable by August 30, 2024, together with duly executed stock powers or transfer instruments endorsed in blank, as specified in the Loan Agreement.
(iii) Letter-of-Credit Rights. Under Section 9-312(b)(2) of the NY UCC, a security interest in a letter-of-credit right may be perfected only by control. Based upon the Perfection Certificate, no Loan Party has any letter-of-credit rights as of the Closing Date.
(iv) Registered intellectual Property. Perfection of the Lender's security interest in registered patents and registered trademarks (and applications therefor) requires recordation with the USPTO, and perfection of the Lender's security interest in registered copyrights requires recordation with the USCO. Such recordations are to be completed as a post-closing deliverable by August 30, 2024, as specified in the Loan Agreement.
(e) Limitations on Security Interest Opinions. We express no opinion as to (i) the priority of the security interest created by the Security Agreement vis-à-vis any other lien, security interest, or encumbrance on the Collateral, (ii) the creation, attachment, perfection, or enforceability of any security interest in any Excluded Collateral (as defined in the Security Agreement), or (iii) the effect of federal law (including federal patent, trademark, and copyright law) or state law on the creation, attachment, or perfection of security interests in intellectual property to the extent such matters are not addressable solely under Article 9 of the NY UCC. For purposes of our perfection opinions, we have assumed that the NY UCC is identical in all material respects to the Uniform Commercial Code as in effect in the State of Delaware, being the jurisdiction of organization of each Grantor.
Opinion 9: No Litigation (Negative Assurance)
Based solely on the Officer's Closing Certificate delivered by Evan Strickland, Chief Financial Officer of the Borrower, on August 16, 2024, and without independent investigation, inquiry, litigation search, or review of any court docket or public record, we are not aware of any pending or, to our knowledge, threatened action, suit, investigation, or proceeding against any Loan Party before any court, governmental authority, arbitral tribunal, or other body that:
(i) would reasonably be expected to have a Material Adverse Effect (as defined in the Loan Agreement);
(ii) challenges or seeks to invalidate, set aside, or otherwise questions the legality, validity, or enforceability of any Loan Document or any of the transactions contemplated thereby; or
(iii) seeks to enjoin, restrain, or otherwise prevent the consummation of the borrowing under the Loan Agreement, the grant of the security interests under the Security Agreement, or any other transaction contemplated by the Loan Documents.
The foregoing is a negative assurance statement and does not constitute a representation or warranty. We have conducted no independent litigation search and have made no inquiry of any court, governmental authority, or other body. Our statement is limited to matters within the actual, conscious awareness of the attorneys at this firm who have been directly involved in the representation of the Loan Parties in connection with the transactions contemplated by the Loan Documents.
IV. Qualifications and Limitations
The opinions expressed herein are subject to the following qualifications and limitations:
A. Enforceability Exceptions
As used in Opinion 5 above, the term "Enforceability Exceptions" means, collectively:
(i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preference, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally; and
(ii) general principles of equity (including, without limitation, concepts of materiality, good faith, fair dealing, reasonableness, unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies), regardless of whether enforceability is considered in a proceeding at law or in equity.
B. Specific Exclusions from Opinion
Without limiting the generality of the Enforceability Exceptions or any other qualification or limitation set forth herein, we express no opinion as to the following:
(a) The enforceability of any provision of the Loan Documents that purports to constitute a waiver of rights under any usury, stay, extension, moratorium, or similar debtor protection law or statute, to the extent such waiver is prohibited or rendered unenforceable by applicable law.
(b) The effect of fraudulent conveyance, fraudulent transfer, or similar laws (including Sections 544 and 548 of the United States Bankruptcy Code and Article 10 of the New York Debtor and Creditor Law) on the obligations of the Guarantors under the Guaranty. We note that under applicable fraudulent transfer and fraudulent conveyance laws, the obligations of a Guarantor under the Guaranty could be voided, subordinated, or limited if such Guarantor were deemed to have been insolvent at the time the Guaranty was entered into (or rendered insolvent thereby), or if such Guarantor is deemed not to have received reasonably equivalent value or fair consideration in exchange for its guaranty obligations.
(c) The enforceability of provisions contained in the Loan Documents (including Section 11.04 of the Loan Agreement and Section 5.3 of the Guaranty) that purport to waive the right of any party to trial by jury. Courts in various jurisdictions have held that contractual jury trial waivers may be unenforceable depending upon the circumstances under which such waivers were obtained, and we express no opinion as to the enforceability of any such provision.
(d) The enforceability of provisions contained in the Loan Documents relating to indemnification, contribution, or exculpation, to the extent that such provisions may be limited or rendered unenforceable by applicable law or public policy, including, without limitation, provisions of federal or state securities laws, public policy limitations on the indemnification of a party against its own negligence or willful misconduct, and limitations imposed by principles of equity.
(e) The creation, attachment, perfection, enforceability, or priority of any security interest in any Excluded Collateral (as defined in the Security Agreement), including, without limitation:
(i) real property and interests therein (including fixtures to the extent they constitute interests in real property);
(ii) motor vehicles, trailers, and other goods subject to a certificate of title statute of any state;
(iii) equity interests in Immaterial Subsidiaries (defined in the Security Agreement as subsidiaries having individual total assets of less than One Million Dollars ($1,000,000));
(iv) deposit accounts used exclusively for payroll, payroll tax, or employee benefit purposes, in an aggregate amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000);
(v) intent-to-use trademark applications filed with the USPTO prior to the filing and acceptance of a statement of use or an amendment to allege use with respect thereto, to the extent that the grant of a security interest therein would impair the validity or enforceability of such trademark applications under applicable law; and
(vi) any other property or asset where the grant of a security interest therein would violate applicable law or a contractual restriction binding upon such Loan Party, subject to and taking into account the override provisions of Sections 9-406, 9-407, 9-408, and 9-409 of the NY UCC.
(f) The enforceability of provisions contained in the Loan Documents that purport to (i) establish evidentiary standards or shift the burden of proof, (ii) provide that the remedies of the Lender are cumulative and not exclusive, (iii) authorize the Lender to set off amounts owed by one party against amounts owed to a different party, (iv) waive the benefit of statutory or constitutional provisions on grounds of public policy, or (v) allow oral amendments, modifications, or waivers notwithstanding any provision requiring that amendments or modifications be in writing.
(g) The enforceability of provisions contained in the Loan Documents that require any Loan Party to pay the attorneys' fees, costs, or expenses of the Lender, to the extent that such provisions may be limited by applicable law, including, without limitation, judicial discretion to reduce or deny fee awards in proceedings where the court determines that the amount of fees is unreasonable or that an award of fees would be inequitable.
(h) Any matters arising under or relating to (i) federal, state, or local tax laws, (ii) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder, (iii) federal or state antitrust or competition laws, (iv) federal, state, or local environmental laws and regulations, (v) healthcare regulatory laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), state privacy and data protection laws, regulations and conditions of the Centers for Medicare & Medicaid Services ("CMS"), the federal Anti-Kickback Statute, the Stark Law, or any other healthcare fraud and abuse statutes, (vi) insurance regulatory laws, or (vii) real estate or real property laws.
C. Jurisdictional Limitation
The opinions expressed herein are limited to (i) the laws of the State of New York (excluding the choice-of-law rules thereof to the extent they would require the application of the laws of another jurisdiction), (ii) the General Corporation Law of the State of Delaware, (iii) the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), and (iv) applicable federal law of the United States. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the Commonwealth of Massachusetts (other than our opinion in Opinion 1(a) above as to the Borrower's qualification and good standing based solely on the certificate of good standing from the Secretary of the Commonwealth of Massachusetts dated August 14, 2024), or the laws of any of the other twenty-two (22) states in which the Borrower and its subsidiaries conduct operations.
For purposes of our opinions in Opinion 8 regarding the perfection of the Lender's security interest, we have assumed that the Uniform Commercial Code as in effect in the State of Delaware is identical in all material respects to the NY UCC, and we express no opinion as to any provision of the Delaware Uniform Commercial Code that may differ in any material respect from the corresponding provision of the NY UCC.
V. Reliance and Other Matters
A. Reliance Limitation
This opinion letter is rendered solely for the benefit of Pinnacle Trust Bank, N.A., in its capacity as Lender under the Loan Agreement, and its successors and permitted assigns, in each case solely in connection with the transactions contemplated by the Loan Documents. This opinion letter may not be relied upon by any other Person for any purpose without the prior written consent of Calderwood & Harkness LLP.
Notwithstanding the foregoing, the Lender may furnish copies of this opinion letter to (i) its banking regulators and examiners, (ii) its independent auditors, and (iii) any prospective assignee or participant of all or any portion of the Lender's rights and obligations under the Loan Agreement, in each case provided that such Persons are informed that they may not rely on this opinion letter without the prior written consent of Calderwood & Harkness LLP.
B. Date Limitation
This opinion letter speaks only as of the date hereof (August 16, 2024), and we express no opinion as to the effect of any event, fact, or circumstance occurring or arising after the date hereof. We assume no obligation to update, revise, or supplement this opinion letter to reflect any changes in law, facts, or circumstances that may hereafter come to our attention, or to inform you of any changes in law or fact that may hereafter affect the opinions expressed herein.
C. No Implied Opinions
No opinion is implied or may be inferred beyond the matters expressly stated herein. Without limiting the generality of the foregoing, we express no opinion regarding (i) the compliance by any Loan Party with any financial covenant or financial test set forth in the Loan Agreement, (ii) the accuracy or completeness of any financial statement, projection, or financial information delivered by any Loan Party in connection with the Loan Documents, or (iii) the value, condition, or sufficiency of the Collateral.
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Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Claudia Merritt
Title: Partner
SCHEDULE A
Material Agreements Reviewed for No-Conflict Opinion (Referenced in Opinion 6(c))
The following is a list of material agreements, indentures, and other instruments reviewed by Calderwood & Harkness LLP in connection with the no-conflict opinion set forth in Opinion 6(c) of this opinion letter. This list was prepared and provided to us by the Borrower and Borrower's general outside corporate counsel, Hargrove & Patten LLP (Lucinda Hargrove, Partner), and we have relied upon the completeness and accuracy of this list without independent investigation or verification.
Material Customer Contracts
1.  Master Services Agreement, dated February 14, 2023, between Arbor Health Technologies Inc. and Northpoint Assurance, as amended by Amendment No. 1, dated October 5, 2023.
2.  Enterprise Software License and Services Agreement, dated June 1, 2023, between Arbor Health Technologies Inc. and Ashford Life Insurance
3.  Platform Services Agreement, dated September 22, 2023, between Arbor Health Platform Services Inc. and Intermountain Health, as amended by Amendment No. 1, dated March 15, 2024.
4.  Data Analytics Services Agreement, dated November 8, 2023, between Arbor Health Technologies Inc. and Cobalt Ridge & Co..
5.  Master Subscription Agreement, dated January 19, 2024, between Arbor Health Technologies Inc. and Cobalt Ridge Group.
Acquisition Agreements
6.  Asset Purchase Agreement, dated April 22, 2024, between Arbor Health Technologies Inc. (as Buyer) and MedBridge Analytics, LLC (as Seller), including all schedules, exhibits, and ancillary agreements thereto (the "MedBridge Purchase Agreement").
7.  Stock Purchase Agreement, dated May 31, 2024, between Arbor Health Holdings LLC (as Buyer) and the shareholders of Cortland Health Data Corp. (as Sellers), including all schedules, exhibits, and ancillary agreements thereto (the "Cortland Purchase Agreement").
Lease Agreements
8.  Office Lease, dated August 1, 2022, between Beacon Ridge Office Partners LP (as Landlord) and Arbor Health Technologies Inc. (as Tenant), for premises located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451.
9.  Office Sublease, dated March 12, 2024, between 520 Broadway Holdings LLC (as Sublandlord) and Arbor Health Platform Services Inc. (as Subtenant), for premises located at 520 Broadway, 7th Floor, New York, New York 10012.
Employment Agreements
10.  Employment Agreement, dated March 1, 2021, between Arbor Health Technologies Inc. and Dr. Priya Narayan (Chief Executive Officer and President), as amended by Amendment No. 1, dated January 15, 2024.
11.  Employment Agreement, dated July 15, 2022, between Arbor Health Technologies Inc. and Evan Strickland (Chief Financial Officer).
12.  Employment Agreement, dated October 1, 2022, between Arbor Health Technologies Inc. and Gerald Fong (General Counsel & Corporate Secretary).
intellectual Property License Agreements
13.  Software License Agreement, dated May 5, 2023, between Drayton & Co. (as Licensor) and Arbor Health Technologies Inc. (as Licensee), for cloud infrastructure and database licensing.
14.  Patent Cross-License Agreement, dated September 30, 2023, between Arbor Health Technologies Inc. and Veridian Health Systems, Inc.
15.  Technology License and Development Agreement, dated April 22, 2024, between MedBridge Analytics, LLC (as Licensor) and Arbor Health Technologies Inc. (as Licensee), entered into concurrently with the MedBridge Purchase Agreement.
Prior Credit Facility Documentation
16.  Term Loan Agreement, dated April 10, 2022, between Arbor Health Technologies Inc. (as Borrower) and Vireo Capital Group Lending, LLC (as Lender), in the original principal amount of $8,000,000. Note: This term loan was repaid in full and retired with proceeds from the Borrower's initial public offering completed on November 17, 2023, and is no longer in effect. The liens and security interests granted in connection therewith have been released, and all UCC financing statements filed in connection therewith have been terminated, as confirmed by UCC termination statement filed with the Delaware Secretary of State on December 4, 2023.
Other Material Agreements
17.  Stockholders' Agreement, dated November 17, 2023, among Arbor Health Technologies Inc. and the stockholders named therein, including registration rights provisions.
18.  Indemnification Agreements, each dated as of November 17, 2023, between Arbor Health Technologies Inc. and each of its directors and executive officers.
This Schedule A was provided by the Borrower and Hargrove & Patten LLP and has been relied upon by Calderwood & Harkness LLP without independent investigation or verification as to its completeness or accuracy.

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 44th Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

CALDERWOOD & HARKNESS LLP

SCHEDULE A

Record

Parties

Dates

Amounts