OFFICER'S CLOSING CERTIFICATE

August 16, 2024

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

Attention: Credit Administration

Ladies and Gentlemen:

Reference is hereby made to that certain Bridge Loan Agreement, dated as of August 16, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and between Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and Pinnacle Trust Bank, N.A., a national banking association (the "Lender"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.

The undersigned, Evan Strickland, is the duly elected, qualified, and acting Chief Financial Officer of the Borrower. This Officer's Closing Certificate (this "Certificate") is delivered to the Lender pursuant to Section 5.01(d) of the Loan Agreement as a condition precedent to the initial borrowing under the Loan Agreement on the date hereof. The undersigned hereby certifies the following in his capacity as an officer of the Borrower and not in any individual capacity, and the undersigned shall have no personal liability with respect to the matters set forth herein.

1. Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties made by the Borrower in Article VI of the Loan Agreement and in each other Loan Document to which the Borrower is a party is true and correct in all material respects as of the date hereof, with the same effect as though such representations and warranties had been made on and as of the date hereof; provided, that with respect to any representation or warranty that is qualified by reference to "materiality" or "Material Adverse Effect" (or any similar qualification), such representation or warranty is true and correct in all respects (without duplication of any materiality qualifier) as of the date hereof; and provided, further, that to the extent that any such representation or warranty expressly relates solely to an earlier date, such representation or warranty was true and correct in all material respects (or, in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.

Without limiting the generality of the foregoing, the undersigned confirms that (a) the Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware, (b) the execution, delivery, and performance by the Borrower of the Loan Documents have been duly authorized by all requisite corporate action, (c) the Loan Documents constitute legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject to general principles of equity, and (d) the execution, delivery, and performance by the Borrower of the Loan Documents do not and will not violate any provision of any applicable law, rule, regulation, order, judgment, injunction, or decree, or the organizational documents of the Borrower, or result in a breach or default under any material contract, agreement, or instrument to which the Borrower is a party or by which its properties or assets may be bound.

2. No Default

The undersigned hereby certifies that, as of the date hereof, (a) no Default or Event of Default (each as defined in the Loan Agreement) has occurred and is continuing under the Loan Agreement or any other Loan Document, and (b) no Default or Event of Default will occur or result from the borrowing of the Bridge Loan on the date hereof or the application of the proceeds thereof in the manner contemplated by the Loan Agreement.

3. No Material Adverse Effect

The undersigned hereby certifies that, since December 31, 2023 (the last day of the most recently completed fiscal year of the Borrower), no event, change, circumstance, occurrence, development, or condition has occurred or arisen that, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

For purposes of this Certificate, the term "Material Adverse Effect" has the meaning set forth in the Loan Agreement and includes any event, change, circumstance, occurrence, development, or condition that is, or could reasonably be expected to be, materially adverse to: (a) the business, operations, properties, assets, liabilities (actual or contingent), or financial condition of the Borrower and its Subsidiaries, taken as a whole; (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document to which it is a party; or (c) the validity or enforceability of any Loan Document or the rights and remedies of the Lender thereunder.

4. Financial Covenant Compliance

The undersigned hereby certifies that, as of the date hereof and after giving pro forma effect to the borrowing of the Bridge Loan in the principal amount of $25,000,000 and the application of the proceeds thereof, the Borrower is in compliance with all financial covenants set forth in Article IX of the Loan Agreement, as demonstrated by the calculations set forth below:

(a) Minimum Liquidity (Section 9.01)

Pursuant to Section 9.01 of the Loan Agreement, the Borrower is required to maintain, at all times, unrestricted cash and cash equivalents (as defined in the Loan Agreement) of not less than Fifteen Million Dollars ($15,000,000), tested on a monthly basis.

As of the Closing Date and after giving effect to the Bridge Loan, the Borrower's unrestricted cash and cash equivalents are calculated as follows:

Compliance Determination: The Borrower's total unrestricted cash and cash equivalents of approximately $72,000,000 exceeds the minimum required amount of $15,000,000. Accordingly, the Borrower is in compliance with the Minimum Liquidity covenant set forth in Section 9.01 of the Loan Agreement.

(b) Maximum Net Leverage Ratio (Section 9.02)

Pursuant to Section 9.02 of the Loan Agreement, the Borrower is required to maintain, as of the last day of each fiscal quarter, a Net Leverage Ratio (as defined in the Loan Agreement) of not greater than 3.50 to 1.00, tested on a quarterly basis.

As of the date hereof, after giving pro forma effect to the Bridge Loan, the Net Leverage Ratio is calculated as follows:

Compliance Determination: The Borrower's Net Leverage Ratio of approximately 0.18 to 1.00 does not exceed the maximum permitted ratio of 3.50 to 1.00. Accordingly, the Borrower is in compliance with the Maximum Net Leverage Ratio covenant set forth in Section 9.02 of the Loan Agreement.

Pursuant to Section 9.03 of the Loan Agreement, the Borrower is required to maintain, as of the last day of each fiscal quarter, a ratio of (i) Adjusted EBITDA minus Unfinanced Capital Expenditures to (ii) Fixed Charges of not less than 1.25 to 1.00, tested on a quarterly basis.

As of the date hereof, based on the trailing twelve-month period ended June 30, 2024, the Fixed Charge Coverage Ratio is calculated as follows:

Compliance Determination: The Borrower's Fixed Charge Coverage Ratio of approximately 3.76 to 1.00 exceeds the minimum required ratio of 1.25 to 1.00. Accordingly, the Borrower is in compliance with the Minimum Fixed Charge Coverage Ratio covenant set forth in Section 9.03 of the Loan Agreement.

5. Solvency

The undersigned hereby certifies that, as of the date hereof and after giving effect to the borrowing of the Bridge Loan and the application of the proceeds thereof in the manner contemplated by the Loan Agreement:

(a) The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds the total amount of the liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) of the Borrower and its Subsidiaries, on a consolidated basis;

(b) The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their respective debts and other liabilities (including contingent liabilities and other commitments) as they mature and become due in the ordinary course of business; and

(c) The Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the business in which they are engaged as such business is presently conducted and as such business is proposed to be conducted following the date hereof.

In reaching the conclusions set forth in this Section 5, the undersigned has considered, among other things, the Borrower's cash flow, anticipated revenues, business plan, capital structure, and access to credit markets, in each case as of the date hereof and on a projected basis.

6. No Material Litigation

The undersigned hereby certifies that, since the date of the Borrower's most recently filed periodic report with the Securities and Exchange Commission (the "SEC"), no litigation, action, suit, investigation, arbitration, or other legal or administrative proceeding of a material nature has been instituted or commenced, or, to the Borrower's knowledge after due inquiry, threatened in writing, against the Borrower or any of its Subsidiaries before any court, arbitrator, governmental body, agency, official, or other tribunal, that (a) could reasonably be expected to have a Material Adverse Effect or (b) seeks to restrain, enjoin, or otherwise challenge the validity or enforceability of any Loan Document or any of the transactions contemplated thereby, or the rights or remedies of the Lender under any Loan Document.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Closing Certificate as of the date first written above.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Evan Strickland

Title: Chief Financial Officer

Date: August 16, 2024

Line Item	Amount
Existing unrestricted cash and cash equivalents on hand as of the Closing Date	$47,000,000
Plus: Bridge Loan proceeds received on the Closing Date	$25,000,000
Total unrestricted cash and cash equivalents	$72,000,000
Line Item	Amount
Total Funded Debt (after giving effect to the Bridge Loan)	$25,000,000
Less: Unrestricted cash and cash equivalents (capped at $20,000,000 per the definition of Net Leverage Ratio in the Loan Agreement)	($20,000,000)
Net Funded Debt	$5,000,000
Trailing twelve-month Adjusted EBITDA (for the period ended June 30, 2024)	$28,400,000
Net Leverage Ratio (Net Funded Debt / Adjusted EBITDA)	0.18x
Line Item	Amount
Adjusted EBITDA (trailing twelve months ended June 30, 2024)	$28,400,000
Less: Unfinanced Capital Expenditures (trailing twelve months ended June 30, 2024)	($12,600,000)
Numerator (Adjusted EBITDA minus Unfinanced CapEx)	$15,800,000

Fixed Charges (trailing twelve months ended June 30, 2024):

— Cash interest expense	Included below
— Income taxes actually paid in cash	Included below
— Restricted Payments actually paid in cash	Included below
Total Fixed Charges (estimated)	$4,200,000
Fixed Charge Coverage Ratio (Numerator / Fixed Charges)	3.76x

OFFICER'S CLOSING CERTIFICATE
August 16, 2024
Pinnacle Trust Bank, N.A. 600 Lexington Avenue, 22nd Floor New York, NY 10022
Attention: Credit Administration
Ladies and Gentlemen:
Reference is hereby made to that certain Bridge Loan Agreement, dated as of August 16, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and between Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), and Pinnacle Trust Bank, N.A., a national banking association (the "Lender"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.
The undersigned, Evan Strickland, is the duly elected, qualified, and acting Chief Financial Officer of the Borrower. This Officer's Closing Certificate (this "Certificate") is delivered to the Lender pursuant to Section 5.01(d) of the Loan Agreement as a condition precedent to the initial borrowing under the Loan Agreement on the date hereof. The undersigned hereby certifies the following in his capacity as an officer of the Borrower and not in any individual capacity, and the undersigned shall have no personal liability with respect to the matters set forth herein.
1. Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties made by the Borrower in Article VI of the Loan Agreement and in each other Loan Document to which the Borrower is a party is true and correct in all material respects as of the date hereof, with the same effect as though such representations and warranties had been made on and as of the date hereof; provided, that with respect to any representation or warranty that is qualified by reference to "materiality" or "Material Adverse Effect" (or any similar qualification), such representation or warranty is true and correct in all respects (without duplication of any materiality qualifier) as of the date hereof; and provided, further, that to the extent that any such representation or warranty expressly relates solely to an earlier date, such representation or warranty was true and correct in all material respects (or, in the case of a representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.
Without limiting the generality of the foregoing, the undersigned confirms that (a) the Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware, (b) the execution, delivery, and performance by the Borrower of the Loan Documents have been duly authorized by all requisite corporate action, (c) the Loan Documents constitute legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and subject to general principles of equity, and (d) the execution, delivery, and performance by the Borrower of the Loan Documents do not and will not violate any provision of any applicable law, rule, regulation, order, judgment, injunction, or decree, or the organizational documents of the Borrower, or result in a breach or default under any material contract, agreement, or instrument to which the Borrower is a party or by which its properties or assets may be bound.
2. No Default
The undersigned hereby certifies that, as of the date hereof, (a) no Default or Event of Default (each as defined in the Loan Agreement) has occurred and is continuing under the Loan Agreement or any other Loan Document, and (b) no Default or Event of Default will occur or result from the borrowing of the Bridge Loan on the date hereof or the application of the proceeds thereof in the manner contemplated by the Loan Agreement.
3. No Material Adverse Effect
The undersigned hereby certifies that, since December 31, 2023 (the last day of the most recently completed fiscal year of the Borrower), no event, change, circumstance, occurrence, development, or condition has occurred or arisen that, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.
For purposes of this Certificate, the term "Material Adverse Effect" has the meaning set forth in the Loan Agreement and includes any event, change, circumstance, occurrence, development, or condition that is, or could reasonably be expected to be, materially adverse to: (a) the business, operations, properties, assets, liabilities (actual or contingent), or financial condition of the Borrower and its Subsidiaries, taken as a whole; (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document to which it is a party; or (c) the validity or enforceability of any Loan Document or the rights and remedies of the Lender thereunder.
4. Financial Covenant Compliance
The undersigned hereby certifies that, as of the date hereof and after giving pro forma effect to the borrowing of the Bridge Loan in the principal amount of $25,000,000 and the application of the proceeds thereof, the Borrower is in compliance with all financial covenants set forth in Article IX of the Loan Agreement, as demonstrated by the calculations set forth below:
(a) Minimum Liquidity (Section 9.01)
Pursuant to Section 9.01 of the Loan Agreement, the Borrower is required to maintain, at all times, unrestricted cash and cash equivalents (as defined in the Loan Agreement) of not less than Fifteen Million Dollars ($15,000,000), tested on a monthly basis.
As of the Closing Date and after giving effect to the Bridge Loan, the Borrower's unrestricted cash and cash equivalents are calculated as follows:
Compliance Determination: The Borrower's total unrestricted cash and cash equivalents of approximately $72,000,000 exceeds the minimum required amount of $15,000,000. Accordingly, the Borrower is in compliance with the Minimum Liquidity covenant set forth in Section 9.01 of the Loan Agreement.
(b) Maximum Net Leverage Ratio (Section 9.02)
Pursuant to Section 9.02 of the Loan Agreement, the Borrower is required to maintain, as of the last day of each fiscal quarter, a Net Leverage Ratio (as defined in the Loan Agreement) of not greater than 3.50 to 1.00, tested on a quarterly basis.
As of the date hereof, after giving pro forma effect to the Bridge Loan, the Net Leverage Ratio is calculated as follows:
Compliance Determination: The Borrower's Net Leverage Ratio of approximately 0.18 to 1.00 does not exceed the maximum permitted ratio of 3.50 to 1.00. Accordingly, the Borrower is in compliance with the Maximum Net Leverage Ratio covenant set forth in Section 9.02 of the Loan Agreement.
(c) Minimum Fixed Charge Coverage Ratio (Section 9.03)
Pursuant to Section 9.03 of the Loan Agreement, the Borrower is required to maintain, as of the last day of each fiscal quarter, a ratio of (i) Adjusted EBITDA minus Unfinanced Capital Expenditures to (ii) Fixed Charges of not less than 1.25 to 1.00, tested on a quarterly basis.
As of the date hereof, based on the trailing twelve-month period ended June 30, 2024, the Fixed Charge Coverage Ratio is calculated as follows:
Compliance Determination: The Borrower's Fixed Charge Coverage Ratio of approximately 3.76 to 1.00 exceeds the minimum required ratio of 1.25 to 1.00. Accordingly, the Borrower is in compliance with the Minimum Fixed Charge Coverage Ratio covenant set forth in Section 9.03 of the Loan Agreement.
5. Solvency
The undersigned hereby certifies that, as of the date hereof and after giving effect to the borrowing of the Bridge Loan and the application of the proceeds thereof in the manner contemplated by the Loan Agreement:
(a) The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds the total amount of the liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) of the Borrower and its Subsidiaries, on a consolidated basis;
(b) The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their respective debts and other liabilities (including contingent liabilities and other commitments) as they mature and become due in the ordinary course of business; and
(c) The Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the business in which they are engaged as such business is presently conducted and as such business is proposed to be conducted following the date hereof.
In reaching the conclusions set forth in this Section 5, the undersigned has considered, among other things, the Borrower's cash flow, anticipated revenues, business plan, capital structure, and access to credit markets, in each case as of the date hereof and on a projected basis.
6. No Material Litigation
The undersigned hereby certifies that, since the date of the Borrower's most recently filed periodic report with the Securities and Exchange Commission (the "SEC"), no litigation, action, suit, investigation, arbitration, or other legal or administrative proceeding of a material nature has been instituted or commenced, or, to the Borrower's knowledge after due inquiry, threatened in writing, against the Borrower or any of its Subsidiaries before any court, arbitrator, governmental body, agency, official, or other tribunal, that (a) could reasonably be expected to have a Material Adverse Effect or (b) seeks to restrain, enjoin, or otherwise challenge the validity or enforceability of any Loan Document or any of the transactions contemplated thereby, or the rights or remedies of the Lender under any Loan Document.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Closing Certificate as of the date first written above.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Evan Strickland
Title: Chief Financial Officer
Date: August 16, 2024
Line Item | Amount
Existing unrestricted cash and cash equivalents on hand as of the Closing Date | $47,000,000
Plus: Bridge Loan proceeds received on the Closing Date | $25,000,000
Total unrestricted cash and cash equivalents | $72,000,000
Line Item | Amount
Total Funded Debt (after giving effect to the Bridge Loan) | $25,000,000
Less: Unrestricted cash and cash equivalents (capped at $20,000,000 per the definition of Net Leverage Ratio in the Loan Agreement) | ($20,000,000)
Net Funded Debt | $5,000,000
Trailing twelve-month Adjusted EBITDA (for the period ended June 30, 2024) | $28,400,000
Net Leverage Ratio (Net Funded Debt / Adjusted EBITDA) | 0.18x
Line Item | Amount
Adjusted EBITDA (trailing twelve months ended June 30, 2024) | $28,400,000
Less: Unfinanced Capital Expenditures (trailing twelve months ended June 30, 2024) | ($12,600,000)
Numerator (Adjusted EBITDA minus Unfinanced CapEx) | $15,800,000
Fixed Charges (trailing twelve months ended June 30, 2024):
— Cash interest expense | Included below
— Income taxes actually paid in cash | Included below
— Restricted Payments actually paid in cash | Included below
Total Fixed Charges (estimated) | $4,200,000
Fixed Charge Coverage Ratio (Numerator / Fixed Charges) | 3.76x

OFFICER'S CLOSING CERTIFICATE

ARBOR HEALTH TECHNOLOGIES INC.

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