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PERFECTION CERTIFICATE

August 16, 2024

This Perfection Certificate (this "Certificate") is delivered pursuant to Section 5.01(e) of the Bridge Loan Agreement dated as of August 16, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and between Arbor Health Technologies Inc., a Delaware corporation (the "Borrower"), and Pinnacle Trust Bank, N.A., a national banking association (the "Lender").

This Certificate is also delivered in connection with that certain Security Agreement dated as of August 16, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), by and among the Borrower, Arbor Health Holdings LLC, a Delaware limited liability company, and Arbor Health Platform Services Inc., a Delaware corporation (each a "Grantor" and collectively, the "Grantors"), in favor of Pinnacle Trust Bank, N.A., in its capacity as secured party (the "Secured Party").

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Loan Agreement.

The undersigned officers, acting on behalf of the respective Grantors, hereby certify the following information to the Secured Party as of the date hereof:

Section 1: Grantor Information

Set forth below is certain identifying and organizational information with respect to each Grantor. The information in this Section 1 is provided for purposes of UCC perfection and to enable the Secured Party to verify the exact legal names, jurisdictions of organization, and filing office information for each Grantor. All information is true, correct, and complete as of the date hereof.

1.1 Arbor Health Technologies Inc.

1.2 Arbor Health Holdings LLC

1.3 Arbor Health Platform Services Inc.

UCC Filing Information. Each Grantor is organized under the laws of the State of Delaware. Accordingly, UCC-1 financing statements are to be filed in the State of Delaware with the Delaware Secretary of State, which is the appropriate filing office for each Grantor under Section 9-301 of the Uniform Commercial Code as in effect in the State of Delaware. No Grantor has changed its jurisdiction of organization within the past four (4) months, and no Grantor has changed its name, identity, or organizational structure within the past five (5) years.

Section 2: Organizational Structure

Set forth below is a description of the corporate hierarchy of the Borrower and its subsidiaries as of the date hereof. The ownership percentages reflected below represent both economic and voting interests, unless otherwise noted.

Arbor Health Technologies Inc. is the ultimate parent entity of the corporate group. The Borrower is publicly traded on the Nasdaq Global Select Market under the ticker symbol "AHTI." The Borrower is incorporated in the State of Delaware and maintains its principal executive offices and headquarters in Waltham, Massachusetts.

The organizational structure is as follows:

Arbor Health Technologies Inc. (Delaware corporation; File No. 7284619; the "Borrower")

Arbor Health Holdings LLC — direct wholly-owned subsidiary of Arbor Health Technologies Inc.; Delaware limited liability company; File No. 7301482. Arbor Health Holdings LLC serves as the intermediate holding company and holds all of the equity interests in the Borrower's principal operating subsidiaries.

Arbor Health Platform Services Inc. — direct wholly-owned subsidiary of Arbor Health Holdings LLC; Delaware corporation; File No. 7318905. Arbor Health Platform Services Inc. operates the Borrower's core software-as-a-service (SaaS) platform marketed under the "ARBORFLOW" brand and generates substantially all of the Borrower's subscription revenue.

MedBridge Workflow Solutions LLC — direct wholly-owned subsidiary of Arbor Health Holdings LLC; indirect wholly-owned subsidiary of Arbor Health Technologies Inc.; Delaware limited liability company; File No. 7342116. MedBridge Workflow Solutions LLC was acquired by Arbor Health Holdings LLC on April 22, 2024, for an aggregate purchase price of $34,000,000 and provides clinical workflow management solutions to hospital systems and ambulatory surgery centers.

Cortland Surgical Systems, Inc. — direct wholly-owned subsidiary of Arbor Health Holdings LLC; indirect wholly-owned subsidiary of Arbor Health Technologies Inc.; Delaware corporation; File No. 7355289. Cortland Surgical Systems, Inc. was acquired by Arbor Health Holdings LLC on May 31, 2024, for an aggregate purchase price of $21,000,000 and provides automated surgical scheduling technology to specialty healthcare providers.

Important Notes Regarding Non-Grantor Subsidiaries. MedBridge Workflow Solutions LLC and Cortland Surgical Systems, Inc. are not Grantors under the Security Agreement and have not granted a security interest in their respective assets. However, one hundred percent (100%) of the equity interests in each of MedBridge Workflow Solutions LLC and Cortland Surgical Systems, Inc. are pledged as Collateral under the Security Agreement and will be delivered to the Secured Party as described in Section 9 of this Certificate.

Foreign Subsidiaries. Arbor Health Technologies Inc. does not hold, directly or indirectly, any equity interests in any foreign subsidiary (i.e., any subsidiary organized under the laws of a jurisdiction other than a State of the United States or the District of Columbia) as of the date hereof.

Section 3: Locations of Collateral

Set forth below is a complete list of all locations where tangible Collateral (including, without limitation, equipment, inventory, books and records, servers, and other tangible personal property) of any Grantor is maintained, stored, or otherwise located as of the date hereof.

Real Property Ownership. No Grantor owns any real property as of the date hereof. All locations listed above are occupied by the Grantors under commercial lease agreements. Copies of each lease agreement have been made available to the Secured Party and its counsel.

Landlord Waivers. Landlord waivers, access agreements, and/or consents in form and substance satisfactory to the Secured Party are being obtained from each of the landlords identified above as post-closing deliverables. All such landlord waivers are due to be delivered to the Secured Party on or before August 30, 2024, in accordance with the post-closing requirements set forth in the Loan Agreement.

Third-Party Warehouses and Bailees. No Collateral of any Grantor is stored at, or otherwise in the possession of, any third-party warehouse, bailee, consignee, processor, or other custodian as of the date hereof.

Cloud Infrastructure. Certain of the Grantors' software code, data, and related digital assets are hosted on third-party cloud infrastructure provided by Adriatic Technologies (Meridian Technologies) under a master services agreement. Such cloud-hosted assets do not constitute tangible Collateral at a physical location but are addressed as general intangibles under the Security Agreement.

Section 4: Deposit Accounts

Set forth below is a complete list of all deposit accounts maintained by each Grantor as of the date hereof, together with relevant account information and the status of deposit account control agreements ("DACAs") with respect to each such account.

Subsidiaries Without Separate Accounts. Neither Arbor Health Holdings LLC nor Arbor Health Platform Services Inc. maintains any separate deposit accounts. All banking activities for the consolidated corporate group are conducted through the deposit accounts of Arbor Health Technologies Inc. listed above. To the extent that either Arbor Health Holdings LLC or Arbor Health Platform Services Inc. opens a deposit account in the future, the applicable Grantor will promptly notify the Secured Party and deliver a DACA with respect to such account in accordance with the terms of the Security Agreement.

Ridgefield DACAs. Deposit Account Control Agreements in the form previously approved by the Secured Party's counsel are currently being negotiated with counsel to Ridgefield National Bank (Arden & Lowe LLP, attention: Patricia Neville, Esq.). Based on current discussions, execution of the Ridgefield DACAs is expected on or about August 27, 2024, in advance of the August 30, 2024 post-closing deadline.

No Other Deposit Accounts. Other than the accounts listed in the table above, no Grantor maintains any other deposit account, including any time deposit, demand deposit, or other bank account, at any financial institution.

Section 5: Existing Liens and Financing Statements

The information set forth in this Section 5 is based upon UCC lien searches conducted on August 12, 2024, by Meridian Filing Services Inc. (2711 Centerville Road, Suite 400, Wilmington, DE 19808) against each Grantor at the Office of the Secretary of State of the State of Delaware. Copies of the search reports have been delivered to the Secured Party and its counsel.

5.1 UCC-1 Financing Statements Currently on File

The following UCC-1 financing statement was identified as being currently on file against the Grantors as of the search date:

No other UCC-1 financing statements, UCC-1 amendments, UCC-2 assignments, or UCC-3 continuation statements, amendments, or terminations were identified as being on file against any Grantor at the Delaware Secretary of State. No UCC financing statements were identified as being on file against Arbor Health Holdings LLC or Arbor Health Platform Services Inc.

5.2 UCC Filing to Be Made by Secured Party

A UCC-1 financing statement is to be filed by Meridian Filing Services Inc. on behalf of Pinnacle Trust Bank, N.A., as Secured Party, against each Grantor with the Delaware Secretary of State. The filing is expected to be submitted on or about August 19, 2024. The UCC-1 financing statement will describe the Collateral in the same manner and to the same extent as described in the Security Agreement, including an "all assets" blanket lien description.

Note: The foregoing filing was subsequently completed. UCC-1 Filing No. 2024-3847261 was filed with the Delaware Secretary of State on August 19, 2024, naming Pinnacle Trust Bank, N.A. as Secured Party and each of the Grantors as debtor.

5.3 Tax Lien, Judgment, and Litigation Searches

Tax lien, judgment, and litigation searches were conducted on August 12, 2024, by Meridian Filing Services Inc. against each Grantor in the State of Delaware. The results of such searches are summarized as follows:

(a) Federal Tax Liens. No federal tax liens were identified as being on file against any Grantor.

(b) State Tax Liens. No state tax liens were identified as being on file against any Grantor in the State of Delaware.

(d) Litigation. No pending litigation filings were identified against any Grantor in the State of Delaware.

Copies of the complete search results for each Grantor have been delivered to the Secured Party and its counsel.

Section 6: Intellectual Property

This Section 6 sets forth a summary schedule of all material registered intellectual property owned by each Grantor as of the date hereof. A complete and detailed schedule of all intellectual property constituting Collateral under the Security Agreement is attached as Schedule 2 to the Security Agreement. In the event of any inconsistency between this Section 6 and Schedule 2 to the Security Agreement, Schedule 2 shall control.

6.1 Trademarks. The following table sets forth all material trademarks and service marks registered with, or for which applications are pending before, the United States Patent and Trademark Office ("USPTO") that are owned by any Grantor:

All maintenance filings, renewal filings, and Sections 8 and 15 affidavits for the foregoing registrations are current, and no registration is subject to cancellation proceedings or opposition as of the date hereof. No Grantor has any trademark applications pending before the USPTO other than as may be set forth in Schedule 2 to the Security Agreement.

6.2 Patents. The following table sets forth all material patents issued by, or for which applications are pending before, the United States Patent and Trademark Office ("USPTO") that are owned by any Grantor or any subsidiary whose equity interests constitute Collateral:

Note Regarding Cortland Patent Application. Cortland Surgical Systems, Inc. is not a Grantor under the Security Agreement and has not granted a direct security interest in its assets. The pending utility patent application (U.S. Patent App. No. 17/893,214) is an asset of Cortland Surgical Systems, Inc. and is not directly encumbered by the Security Agreement. However, one hundred percent (100%) of the equity interests in Cortland Surgical Systems, Inc. are pledged as Collateral under the Security Agreement, and accordingly, the patent application is indirectly secured through the equity pledge. The Secured Party has been advised of this structure and has confirmed that no additional perfection steps with respect to the Cortland patent application are required at this time.

6.3 Copyrights. The following table sets forth all material copyrights registered with the United States Copyright Office ("USCO") that are owned by any Grantor:

No other copyright registrations are maintained by any Grantor with the USCO. Certain unregistered copyrights in software code, documentation, and marketing materials exist and constitute Collateral under the Security Agreement, but registration with the USCO has not been sought for such works.

6.4 IP Security Agreement Recordations

In connection with the transactions contemplated by the Security Agreement, the following short-form security agreements are to be recorded with the applicable governmental offices as post-closing deliverables, with all such filings to be completed on or before August 30, 2024:

(a) Trademark Security Agreement. A short-form trademark security agreement covering the trademark registrations listed in Section 6.1 above is to be recorded with the Assignment Division of the United States Patent and Trademark Office (USPTO).

(b) Patent Security Agreement. A short-form patent security agreement covering the patent listed in Section 6.2 above (owned by Arbor Health Platform Services Inc.) is to be recorded with the Assignment Division of the United States Patent and Trademark Office (USPTO).

(c) Copyright Security Agreement. A short-form copyright security agreement covering the copyright registration listed in Section 6.3 above is to be recorded with the United States Copyright Office (USCO).

Drafts of each of the foregoing short-form security agreements have been circulated to the Secured Party's counsel and are in substantially final form.

6.5 Material Licenses

No Grantor is a licensee under any exclusive intellectual property license from any third party that constitutes material Collateral, other than customary commercial software licenses used in the ordinary course of business (including, without limitation, licenses for enterprise resource planning software, customer relationship management software, and productivity tools). No Grantor is a licensor of any exclusive license to any third party with respect to any material intellectual property owned by such Grantor.

Section 7: Commercial Tort Claims

As of the date hereof, no Grantor is a claimant in any commercial tort claim (as such term is defined in Article 9 of the Uniform Commercial Code).

Each Grantor agrees to promptly notify the Secured Party in writing if any Grantor becomes a claimant in any commercial tort claim with a claimed or reasonably anticipated potential value in excess of $500,000 and, upon such notification, to take all steps necessary to amend this Perfection Certificate and the Security Agreement to include such commercial tort claim as specifically described Collateral, including without limitation the execution and delivery of any amendments, supplements, or additional UCC financing statement amendments as the Secured Party may reasonably request.

Section 8: Letter-of-Credit Rights

As of the date hereof, no Grantor has any letter-of-credit rights (as such term is defined in Article 9 of the Uniform Commercial Code). No Grantor is the beneficiary of any letter of credit issued by any bank or financial institution.

Each Grantor agrees to promptly notify the Secured Party in writing if any Grantor becomes the beneficiary of any letter of credit and, upon such notification, to take all steps necessary to ensure that the Secured Party's security interest in such letter-of-credit rights is perfected, including without limitation by obtaining the issuer's consent to the assignment of proceeds.

Section 9: Investment Property and Securities Accounts

9.1 Certificated Securities

The following equity interests owned by the Grantors are evidenced by certificates and are to be delivered to the Secured Party (or to a securities intermediary designated by the Secured Party) together with undated stock powers, membership interest transfer instruments, or similar transfer documents duly endorsed in blank, as post-closing deliverables. All such certificates and transfer instruments are due to be delivered to the Secured Party on or before August 30, 2024, in accordance with the post-closing requirements of the Loan Agreement.

Perfection of the Secured Party's security interest in the foregoing certificated securities will be accomplished by delivery of possession of the original certificates together with duly executed, undated, blank-endorsed stock powers or transfer instruments to the Secured Party (or its agent or designee), in accordance with Sections 8-301 and 9-313 of the Uniform Commercial Code.

9.2 Securities Accounts

No Grantor maintains any securities account or commodity account (as such terms are defined in Articles 8 and 9, respectively, of the Uniform Commercial Code) at any financial institution or securities intermediary as of the date hereof. If any Grantor opens a securities account or commodity account in the future, such Grantor agrees to promptly notify the Secured Party and to execute and deliver a securities account control agreement in form and substance satisfactory to the Secured Party.

9.3 Foreign Subsidiaries

Arbor Health Technologies Inc. does not hold, directly or indirectly, any equity interests in any foreign subsidiary (i.e., any subsidiary organized under the laws of a jurisdiction outside of the United States) as of the date hereof. Accordingly, the limitation set forth in the Security Agreement restricting the pledge of voting equity interests in first-tier foreign subsidiaries to sixty-five percent (65%) of the total outstanding voting equity interests of such foreign subsidiary is not currently applicable. If any Grantor acquires or forms a foreign subsidiary in the future, such Grantor agrees to promptly notify the Secured Party and to comply with the pledge requirements set forth in the Security Agreement.

Section 10: Instruments and Chattel Paper

No Grantor holds any promissory notes, instruments (as defined in Section 9-102 of the Uniform Commercial Code), or tangible chattel paper (as defined in Section 9-102 of the Uniform Commercial Code) with an individual face amount in excess of $250,000 as of the date hereof, other than certain intercompany promissory notes among the Grantors and their subsidiaries. All such intercompany notes have been subordinated to the Obligations (as defined in the Loan Agreement) pursuant to the terms and conditions of the Guaranty and Subordination Agreement dated as of August 16, 2024, by and among the Grantors and the Secured Party (the "Guaranty Agreement"). Copies of all intercompany notes have been made available to the Secured Party's counsel.

Each Grantor agrees to promptly notify the Secured Party in writing if such Grantor acquires or becomes the holder of any promissory note, instrument, or tangible chattel paper with an individual face amount in excess of $250,000 and, upon such notification, to deliver the original of such instrument or chattel paper to the Secured Party, duly endorsed or assigned, for purposes of perfection by possession.

Section 11: Additional Information

11.1 Fiscal Year

Each Grantor's fiscal year ends on December 31 of each calendar year. No Grantor has changed its fiscal year within the past five (5) years.

11.2 Taxpayer Identification

The Federal Employer Identification Numbers (EINs) for each Grantor are as follows:

11.3 Organizational Identification Numbers (Delaware Secretary of State)

The file numbers assigned by the Delaware Secretary of State to each Grantor are as follows:

Certification

The undersigned officers, acting on behalf of the respective Grantors identified below, hereby certify that the information set forth in this Perfection Certificate is true, correct, and complete in all material respects as of the date hereof. Each Grantor has conducted a diligent review of its records and makes the representations contained herein based upon such review.

Each Grantor agrees to promptly notify the Secured Party in writing of any material changes to the information contained herein, including, without limitation, any change in such Grantor's legal name, jurisdiction of organization, chief executive office address, the opening of new deposit accounts, the acquisition of new intellectual property registrations, the acquisition or formation of new subsidiaries, or any other event that would render any information set forth herein materially inaccurate or incomplete.

This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or portable document format (.pdf) shall be effective as delivery of a manually executed counterpart.

[Signature Pages Follow]

[Signature Page to Perfection Certificate]

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Gerald Fong

Title: General Counsel & Corporate Secretary

Date: August 16, 2024

[Signature Page to Perfection Certificate]

ARBOR HEALTH HOLDINGS LLC

By: ________

Name: Evan Strickland

Title: Authorized Representative

Date: August 16, 2024

[Signature Page to Perfection Certificate]

ARBOR HEALTH PLATFORM SERVICES INC.

By: ________

Name: Evan Strickland

Title: Vice President and Treasurer

Date: August 16, 2024

Data Field	Information
Exact Legal Name	Arbor Health Technologies Inc.
Entity Type	Corporation
Jurisdiction of Organization	State of Delaware
State File / Registration Number	7284619 (Delaware Secretary of State)
Federal Employer Identification Number (EIN)	88-3164720
Chief Executive Office Address	400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451
Mailing Address (if different from above)	Same as Chief Executive Office
Former Names (last 5 years)	None
Date of Incorporation	March 14, 2019
Registered Agent (Delaware)	National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Foreign Qualification(s)	Commonwealth of Massachusetts (qualified; in good standing)
Data Field	Information
Exact Legal Name	Arbor Health Holdings LLC
Entity Type	Limited Liability Company
Jurisdiction of Organization	State of Delaware
State File / Registration Number	7301482 (Delaware Secretary of State)
Federal Employer Identification Number (EIN)	88-4271835
Chief Executive Office Address	400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451
Mailing Address (if different from above)	Same as Chief Executive Office
Former Names (last 5 years)	None
Date of Organization	June 8, 2019
Registered Agent (Delaware)	National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Foreign Qualification(s)	None
Data Field	Information

Exact Legal Name	Arbor Health Platform Services Inc.
Entity Type	Corporation
Jurisdiction of Organization	State of Delaware
State File / Registration Number	7318905 (Delaware Secretary of State)
Federal Employer Identification Number (EIN)	92-1058467
Chief Executive Office Address	400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451
Mailing Address (if different from above)	Same as Chief Executive Office
Former Names (last 5 years)	None
Date of Incorporation	September 2, 2019
Registered Agent (Delaware)	National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Foreign Qualification(s)	None
Location Address	Type of Collateral Present	Occupancy Type	Landlord / Property Owner
400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451	Equipment (including servers and network infrastructure), books and records (paper and electronic), general intangibles records, office furnishings	Leased	Beacon Ridge Realty Partners LLC
1100 Commerce Boulevard, Suite 200, King of Prussia, PA 19406	Equipment, satellite office furnishings, peripheral IT equipment	Leased	Keystone Corporate Properties LP
250 Healthway Drive, Suite 1400, Nashville, TN 37203	Equipment, satellite office furnishings, peripheral IT equipment	Leased	Cumberland Office Holdings Inc.
Grantor	Depository Bank	Account Number (last 4 digits)	Account Type / Purpose	Control Agreement Status
Arbor Health Technologies Inc.	Pinnacle Trust Bank, N.A.	**8417	Operating / Funding Account	Not required (the Secured Party is the depository bank, and control is established by virtue of the Secured Party's status as the bank at which such account is maintained)
Arbor Health Technologies Inc.	Pinnacle Trust Bank, N.A.	**3201	Payroll Account	Excluded — payroll and tax withholding account constituting Excluded Collateral under Section 1.2(d) of the Security Agreement; balance does not exceed the $2,500,000 threshold
Arbor Health Technologies Inc.	Ridgefield National Bank	**5694	Money Market / Reserves	Deposit Account Control Agreement to be delivered as a post-closing deliverable on or before August 30, 2024
Arbor Health Technologies Inc.	Ridgefield National Bank	**7782	Concentration Account	Deposit Account Control Agreement to be delivered as a post-closing deliverable on or before August 30, 2024
Filing Number	Filing Date	Secured Party	Debtor	Description of Collateral	Status / Notes
2023-2811490	September 15, 2023	Frontier Leasing Corp.	Arbor Health Technologies Inc.	Specific leased office equipment, including copiers, printers, and audio/visual equipment, more specifically described in the equipment schedule attached to UCC-1 Filing No. 2023-2811490	Active; approximate aggregate value of covered equipment: $380,000; this lien constitutes a "Permitted Lien" under Section 7.02(c) of the Loan Agreement
Owner	Mark	Type	Registration / Application No.	USPTO Status	Registration Date
Arbor Health Technologies Inc.	ARBOR HEALTH (word mark)	Trademark (Class 9, Class 42)	Reg. No. 6,481,723	Registered — Active	October 12, 2021
Arbor Health Technologies Inc.	ARBOR HEALTH & Design (stylized logo with tree device)	Trademark (Class 9, Class 42)	Reg. No. 6,481,724	Registered — Active	October 12, 2021

Arbor Health Platform Services Inc.	ARBORFLOW (word mark)	Trademark (Class 9, Class 42)	Reg. No. 6,592,108	Registered — Active	March 29, 2022
Owner	Title	Type	Patent / Application No.	Status
Arbor Health Platform Services Inc.	Clinical Workflow Orchestration System	Utility Patent	U.S. Patent No. 11,284,671	Issued — March 22, 2022
Cortland Surgical Systems, Inc.	Automated Surgical Scheduling Engine	Utility Patent Application	U.S. Patent App. No. 17/893,214	Pending (filed August 23, 2022)
Owner	Title	Registration No.	USCO Status
Arbor Health Platform Services Inc.	ARBORFLOW Platform — Software Code (including all versions through v4.2)	Reg. No. TXu 2-341-877	Registered — Active
Issuer	Owner / Pledgor	Type of Interest	Certificate No(s).	Percentage Pledged
Arbor Health Holdings LLC	Arbor Health Technologies Inc.	100% of issued and outstanding membership interests	To be provided upon delivery	100%
Arbor Health Platform Services Inc.	Arbor Health Holdings LLC	100% of issued and outstanding shares of common stock	To be provided upon delivery	100%
MedBridge Workflow Solutions LLC	Arbor Health Holdings LLC	100% of issued and outstanding membership interests	To be provided upon delivery	100%
Cortland Surgical Systems, Inc.	Arbor Health Holdings LLC	100% of issued and outstanding shares of common stock	To be provided upon delivery	100%
Grantor	EIN
Arbor Health Technologies Inc.	88-3164720
Arbor Health Holdings LLC	88-4271835
Arbor Health Platform Services Inc.	92-1058467
Grantor	Delaware File Number
Arbor Health Technologies Inc.	7284619
Arbor Health Holdings LLC	7301482
Arbor Health Platform Services Inc.	7318905

PERFECTION CERTIFICATE
August 16, 2024
This Perfection Certificate (this "Certificate") is delivered pursuant to Section 5.01(e) of the Bridge Loan Agreement dated as of August 16, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and between Arbor Health Technologies Inc., a Delaware corporation (the "Borrower"), and Pinnacle Trust Bank, N.A., a national banking association (the "Lender").
This Certificate is also delivered in connection with that certain Security Agreement dated as of August 16, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), by and among the Borrower, Arbor Health Holdings LLC, a Delaware limited liability company, and Arbor Health Platform Services Inc., a Delaware corporation (each a "Grantor" and collectively, the "Grantors"), in favor of Pinnacle Trust Bank, N.A., in its capacity as secured party (the "Secured Party").
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Security Agreement or, if not defined therein, in the Loan Agreement.
The undersigned officers, acting on behalf of the respective Grantors, hereby certify the following information to the Secured Party as of the date hereof:
Section 1: Grantor Information
Set forth below is certain identifying and organizational information with respect to each Grantor. The information in this Section 1 is provided for purposes of UCC perfection and to enable the Secured Party to verify the exact legal names, jurisdictions of organization, and filing office information for each Grantor. All information is true, correct, and complete as of the date hereof.
1.1 Arbor Health Technologies Inc.
1.2 Arbor Health Holdings LLC
1.3 Arbor Health Platform Services Inc.
UCC Filing Information. Each Grantor is organized under the laws of the State of Delaware. Accordingly, UCC-1 financing statements are to be filed in the State of Delaware with the Delaware Secretary of State, which is the appropriate filing office for each Grantor under Section 9-301 of the Uniform Commercial Code as in effect in the State of Delaware. No Grantor has changed its jurisdiction of organization within the past four (4) months, and no Grantor has changed its name, identity, or organizational structure within the past five (5) years.
Section 2: Organizational Structure
Set forth below is a description of the corporate hierarchy of the Borrower and its subsidiaries as of the date hereof. The ownership percentages reflected below represent both economic and voting interests, unless otherwise noted.
Arbor Health Technologies Inc. is the ultimate parent entity of the corporate group. The Borrower is publicly traded on the Nasdaq Global Select Market under the ticker symbol "AHTI." The Borrower is incorporated in the State of Delaware and maintains its principal executive offices and headquarters in Waltham, Massachusetts.
The organizational structure is as follows:
Arbor Health Technologies Inc. (Delaware corporation; File No. 7284619; the "Borrower")
Arbor Health Holdings LLC — direct wholly-owned subsidiary of Arbor Health Technologies Inc.; Delaware limited liability company; File No. 7301482. Arbor Health Holdings LLC serves as the intermediate holding company and holds all of the equity interests in the Borrower's principal operating subsidiaries.
Arbor Health Platform Services Inc. — direct wholly-owned subsidiary of Arbor Health Holdings LLC; Delaware corporation; File No. 7318905. Arbor Health Platform Services Inc. operates the Borrower's core software-as-a-service (SaaS) platform marketed under the "ARBORFLOW" brand and generates substantially all of the Borrower's subscription revenue.
MedBridge Workflow Solutions LLC — direct wholly-owned subsidiary of Arbor Health Holdings LLC; indirect wholly-owned subsidiary of Arbor Health Technologies Inc.; Delaware limited liability company; File No. 7342116. MedBridge Workflow Solutions LLC was acquired by Arbor Health Holdings LLC on April 22, 2024, for an aggregate purchase price of $34,000,000 and provides clinical workflow management solutions to hospital systems and ambulatory surgery centers.
Cortland Surgical Systems, Inc. — direct wholly-owned subsidiary of Arbor Health Holdings LLC; indirect wholly-owned subsidiary of Arbor Health Technologies Inc.; Delaware corporation; File No. 7355289. Cortland Surgical Systems, Inc. was acquired by Arbor Health Holdings LLC on May 31, 2024, for an aggregate purchase price of $21,000,000 and provides automated surgical scheduling technology to specialty healthcare providers.
Important Notes Regarding Non-Grantor Subsidiaries. MedBridge Workflow Solutions LLC and Cortland Surgical Systems, Inc. are not Grantors under the Security Agreement and have not granted a security interest in their respective assets. However, one hundred percent (100%) of the equity interests in each of MedBridge Workflow Solutions LLC and Cortland Surgical Systems, Inc. are pledged as Collateral under the Security Agreement and will be delivered to the Secured Party as described in Section 9 of this Certificate.
Foreign Subsidiaries. Arbor Health Technologies Inc. does not hold, directly or indirectly, any equity interests in any foreign subsidiary (i.e., any subsidiary organized under the laws of a jurisdiction other than a State of the United States or the District of Columbia) as of the date hereof.
Section 3: Locations of Collateral
Set forth below is a complete list of all locations where tangible Collateral (including, without limitation, equipment, inventory, books and records, servers, and other tangible personal property) of any Grantor is maintained, stored, or otherwise located as of the date hereof.
Real Property Ownership. No Grantor owns any real property as of the date hereof. All locations listed above are occupied by the Grantors under commercial lease agreements. Copies of each lease agreement have been made available to the Secured Party and its counsel.
Landlord Waivers. Landlord waivers, access agreements, and/or consents in form and substance satisfactory to the Secured Party are being obtained from each of the landlords identified above as post-closing deliverables. All such landlord waivers are due to be delivered to the Secured Party on or before August 30, 2024, in accordance with the post-closing requirements set forth in the Loan Agreement.
Third-Party Warehouses and Bailees. No Collateral of any Grantor is stored at, or otherwise in the possession of, any third-party warehouse, bailee, consignee, processor, or other custodian as of the date hereof.
Cloud Infrastructure. Certain of the Grantors' software code, data, and related digital assets are hosted on third-party cloud infrastructure provided by Adriatic Technologies (Meridian Technologies) under a master services agreement. Such cloud-hosted assets do not constitute tangible Collateral at a physical location but are addressed as general intangibles under the Security Agreement.
Section 4: Deposit Accounts
Set forth below is a complete list of all deposit accounts maintained by each Grantor as of the date hereof, together with relevant account information and the status of deposit account control agreements ("DACAs") with respect to each such account.
Subsidiaries Without Separate Accounts. Neither Arbor Health Holdings LLC nor Arbor Health Platform Services Inc. maintains any separate deposit accounts. All banking activities for the consolidated corporate group are conducted through the deposit accounts of Arbor Health Technologies Inc. listed above. To the extent that either Arbor Health Holdings LLC or Arbor Health Platform Services Inc. opens a deposit account in the future, the applicable Grantor will promptly notify the Secured Party and deliver a DACA with respect to such account in accordance with the terms of the Security Agreement.
Ridgefield DACAs. Deposit Account Control Agreements in the form previously approved by the Secured Party's counsel are currently being negotiated with counsel to Ridgefield National Bank (Arden & Lowe LLP, attention: Patricia Neville, Esq.). Based on current discussions, execution of the Ridgefield DACAs is expected on or about August 27, 2024, in advance of the August 30, 2024 post-closing deadline.
No Other Deposit Accounts. Other than the accounts listed in the table above, no Grantor maintains any other deposit account, including any time deposit, demand deposit, or other bank account, at any financial institution.
Section 5: Existing Liens and Financing Statements
The information set forth in this Section 5 is based upon UCC lien searches conducted on August 12, 2024, by Meridian Filing Services Inc. (2711 Centerville Road, Suite 400, Wilmington, DE 19808) against each Grantor at the Office of the Secretary of State of the State of Delaware. Copies of the search reports have been delivered to the Secured Party and its counsel.
5.1 UCC-1 Financing Statements Currently on File
The following UCC-1 financing statement was identified as being currently on file against the Grantors as of the search date:
No other UCC-1 financing statements, UCC-1 amendments, UCC-2 assignments, or UCC-3 continuation statements, amendments, or terminations were identified as being on file against any Grantor at the Delaware Secretary of State. No UCC financing statements were identified as being on file against Arbor Health Holdings LLC or Arbor Health Platform Services Inc.
5.2 UCC Filing to Be Made by Secured Party
A UCC-1 financing statement is to be filed by Meridian Filing Services Inc. on behalf of Pinnacle Trust Bank, N.A., as Secured Party, against each Grantor with the Delaware Secretary of State. The filing is expected to be submitted on or about August 19, 2024. The UCC-1 financing statement will describe the Collateral in the same manner and to the same extent as described in the Security Agreement, including an "all assets" blanket lien description.
Note: The foregoing filing was subsequently completed. UCC-1 Filing No. 2024-3847261 was filed with the Delaware Secretary of State on August 19, 2024, naming Pinnacle Trust Bank, N.A. as Secured Party and each of the Grantors as debtor.
5.3 Tax Lien, Judgment, and Litigation Searches
Tax lien, judgment, and litigation searches were conducted on August 12, 2024, by Meridian Filing Services Inc. against each Grantor in the State of Delaware. The results of such searches are summarized as follows:
(a) Federal Tax Liens. No federal tax liens were identified as being on file against any Grantor.
(b) State Tax Liens. No state tax liens were identified as being on file against any Grantor in the State of Delaware.
(c) Judgments. No judgments were identified as being on file against any Grantor in the State of Delaware.
(d) Litigation. No pending litigation filings were identified against any Grantor in the State of Delaware.
Copies of the complete search results for each Grantor have been delivered to the Secured Party and its counsel.
Section 6: Intellectual Property
This Section 6 sets forth a summary schedule of all material registered intellectual property owned by each Grantor as of the date hereof. A complete and detailed schedule of all intellectual property constituting Collateral under the Security Agreement is attached as Schedule 2 to the Security Agreement. In the event of any inconsistency between this Section 6 and Schedule 2 to the Security Agreement, Schedule 2 shall control.
6.1 Trademarks.  The following table sets forth all material trademarks and service marks registered with, or for which applications are pending before, the United States Patent and Trademark Office ("USPTO") that are owned by any Grantor:
All maintenance filings, renewal filings, and Sections 8 and 15 affidavits for the foregoing registrations are current, and no registration is subject to cancellation proceedings or opposition as of the date hereof. No Grantor has any trademark applications pending before the USPTO other than as may be set forth in Schedule 2 to the Security Agreement.
6.2 Patents.  The following table sets forth all material patents issued by, or for which applications are pending before, the United States Patent and Trademark Office ("USPTO") that are owned by any Grantor or any subsidiary whose equity interests constitute Collateral:
Note Regarding Cortland Patent Application. Cortland Surgical Systems, Inc. is not a Grantor under the Security Agreement and has not granted a direct security interest in its assets. The pending utility patent application (U.S. Patent App. No. 17/893,214) is an asset of Cortland Surgical Systems, Inc. and is not directly encumbered by the Security Agreement. However, one hundred percent (100%) of the equity interests in Cortland Surgical Systems, Inc. are pledged as Collateral under the Security Agreement, and accordingly, the patent application is indirectly secured through the equity pledge. The Secured Party has been advised of this structure and has confirmed that no additional perfection steps with respect to the Cortland patent application are required at this time.
6.3 Copyrights.  The following table sets forth all material copyrights registered with the United States Copyright Office ("USCO") that are owned by any Grantor:
No other copyright registrations are maintained by any Grantor with the USCO. Certain unregistered copyrights in software code, documentation, and marketing materials exist and constitute Collateral under the Security Agreement, but registration with the USCO has not been sought for such works.
6.4 IP Security Agreement Recordations
In connection with the transactions contemplated by the Security Agreement, the following short-form security agreements are to be recorded with the applicable governmental offices as post-closing deliverables, with all such filings to be completed on or before August 30, 2024:
(a) Trademark Security Agreement. A short-form trademark security agreement covering the trademark registrations listed in Section 6.1 above is to be recorded with the Assignment Division of the United States Patent and Trademark Office (USPTO).
(b) Patent Security Agreement. A short-form patent security agreement covering the patent listed in Section 6.2 above (owned by Arbor Health Platform Services Inc.) is to be recorded with the Assignment Division of the United States Patent and Trademark Office (USPTO).
(c) Copyright Security Agreement. A short-form copyright security agreement covering the copyright registration listed in Section 6.3 above is to be recorded with the United States Copyright Office (USCO).
Drafts of each of the foregoing short-form security agreements have been circulated to the Secured Party's counsel and are in substantially final form.
6.5 Material Licenses
No Grantor is a licensee under any exclusive intellectual property license from any third party that constitutes material Collateral, other than customary commercial software licenses used in the ordinary course of business (including, without limitation, licenses for enterprise resource planning software, customer relationship management software, and productivity tools). No Grantor is a licensor of any exclusive license to any third party with respect to any material intellectual property owned by such Grantor.
Section 7: Commercial Tort Claims
As of the date hereof, no Grantor is a claimant in any commercial tort claim (as such term is defined in Article 9 of the Uniform Commercial Code).
Each Grantor agrees to promptly notify the Secured Party in writing if any Grantor becomes a claimant in any commercial tort claim with a claimed or reasonably anticipated potential value in excess of $500,000 and, upon such notification, to take all steps necessary to amend this Perfection Certificate and the Security Agreement to include such commercial tort claim as specifically described Collateral, including without limitation the execution and delivery of any amendments, supplements, or additional UCC financing statement amendments as the Secured Party may reasonably request.
Section 8: Letter-of-Credit Rights
As of the date hereof, no Grantor has any letter-of-credit rights (as such term is defined in Article 9 of the Uniform Commercial Code). No Grantor is the beneficiary of any letter of credit issued by any bank or financial institution.
Each Grantor agrees to promptly notify the Secured Party in writing if any Grantor becomes the beneficiary of any letter of credit and, upon such notification, to take all steps necessary to ensure that the Secured Party's security interest in such letter-of-credit rights is perfected, including without limitation by obtaining the issuer's consent to the assignment of proceeds.
Section 9: Investment Property and Securities Accounts
9.1 Certificated Securities
The following equity interests owned by the Grantors are evidenced by certificates and are to be delivered to the Secured Party (or to a securities intermediary designated by the Secured Party) together with undated stock powers, membership interest transfer instruments, or similar transfer documents duly endorsed in blank, as post-closing deliverables. All such certificates and transfer instruments are due to be delivered to the Secured Party on or before August 30, 2024, in accordance with the post-closing requirements of the Loan Agreement.
Perfection of the Secured Party's security interest in the foregoing certificated securities will be accomplished by delivery of possession of the original certificates together with duly executed, undated, blank-endorsed stock powers or transfer instruments to the Secured Party (or its agent or designee), in accordance with Sections 8-301 and 9-313 of the Uniform Commercial Code.
9.2 Securities Accounts
No Grantor maintains any securities account or commodity account (as such terms are defined in Articles 8 and 9, respectively, of the Uniform Commercial Code) at any financial institution or securities intermediary as of the date hereof. If any Grantor opens a securities account or commodity account in the future, such Grantor agrees to promptly notify the Secured Party and to execute and deliver a securities account control agreement in form and substance satisfactory to the Secured Party.
9.3 Foreign Subsidiaries
Arbor Health Technologies Inc. does not hold, directly or indirectly, any equity interests in any foreign subsidiary (i.e., any subsidiary organized under the laws of a jurisdiction outside of the United States) as of the date hereof. Accordingly, the limitation set forth in the Security Agreement restricting the pledge of voting equity interests in first-tier foreign subsidiaries to sixty-five percent (65%) of the total outstanding voting equity interests of such foreign subsidiary is not currently applicable. If any Grantor acquires or forms a foreign subsidiary in the future, such Grantor agrees to promptly notify the Secured Party and to comply with the pledge requirements set forth in the Security Agreement.
Section 10: Instruments and Chattel Paper
No Grantor holds any promissory notes, instruments (as defined in Section 9-102 of the Uniform Commercial Code), or tangible chattel paper (as defined in Section 9-102 of the Uniform Commercial Code) with an individual face amount in excess of $250,000 as of the date hereof, other than certain intercompany promissory notes among the Grantors and their subsidiaries. All such intercompany notes have been subordinated to the Obligations (as defined in the Loan Agreement) pursuant to the terms and conditions of the Guaranty and Subordination Agreement dated as of August 16, 2024, by and among the Grantors and the Secured Party (the "Guaranty Agreement"). Copies of all intercompany notes have been made available to the Secured Party's counsel.
Each Grantor agrees to promptly notify the Secured Party in writing if such Grantor acquires or becomes the holder of any promissory note, instrument, or tangible chattel paper with an individual face amount in excess of $250,000 and, upon such notification, to deliver the original of such instrument or chattel paper to the Secured Party, duly endorsed or assigned, for purposes of perfection by possession.
Section 11: Additional Information
11.1 Fiscal Year
Each Grantor's fiscal year ends on December 31 of each calendar year. No Grantor has changed its fiscal year within the past five (5) years.
11.2 Taxpayer Identification
The Federal Employer Identification Numbers (EINs) for each Grantor are as follows:
11.3 Organizational Identification Numbers (Delaware Secretary of State)
The file numbers assigned by the Delaware Secretary of State to each Grantor are as follows:
Certification
The undersigned officers, acting on behalf of the respective Grantors identified below, hereby certify that the information set forth in this Perfection Certificate is true, correct, and complete in all material respects as of the date hereof. Each Grantor has conducted a diligent review of its records and makes the representations contained herein based upon such review.
Each Grantor agrees to promptly notify the Secured Party in writing of any material changes to the information contained herein, including, without limitation, any change in such Grantor's legal name, jurisdiction of organization, chief executive office address, the opening of new deposit accounts, the acquisition of new intellectual property registrations, the acquisition or formation of new subsidiaries, or any other event that would render any information set forth herein materially inaccurate or incomplete.
This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or portable document format (.pdf) shall be effective as delivery of a manually executed counterpart.
[Signature Pages Follow]
[Signature Page to Perfection Certificate]
ARBOR HEALTH TECHNOLOGIES INC.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Gerald Fong
Title: General Counsel & Corporate Secretary
Date: August 16, 2024
[Signature Page to Perfection Certificate]
ARBOR HEALTH HOLDINGS LLC
ARBOR HEALTH HOLDINGS LLC
By: ________
Name: Evan Strickland
Title: Authorized Representative
Date: August 16, 2024
[Signature Page to Perfection Certificate]
ARBOR HEALTH PLATFORM SERVICES INC.
ARBOR HEALTH PLATFORM SERVICES INC.
By: ________
Name: Evan Strickland
Title: Vice President and Treasurer
Date: August 16, 2024
Data Field | Information
Exact Legal Name | Arbor Health Technologies Inc.
Entity Type | Corporation
Jurisdiction of Organization | State of Delaware
State File / Registration Number | 7284619 (Delaware Secretary of State)
Federal Employer Identification Number (EIN) | 88-3164720
Chief Executive Office Address | 400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451
Mailing Address (if different from above) | Same as Chief Executive Office
Former Names (last 5 years) | None
Date of Incorporation | March 14, 2019
Registered Agent (Delaware) | National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Foreign Qualification(s) | Commonwealth of Massachusetts (qualified; in good standing)
Data Field | Information
Exact Legal Name | Arbor Health Holdings LLC
Entity Type | Limited Liability Company
Jurisdiction of Organization | State of Delaware
State File / Registration Number | 7301482 (Delaware Secretary of State)
Federal Employer Identification Number (EIN) | 88-4271835
Chief Executive Office Address | 400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451
Mailing Address (if different from above) | Same as Chief Executive Office
Former Names (last 5 years) | None
Date of Organization | June 8, 2019
Registered Agent (Delaware) | National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Foreign Qualification(s) | None
Data Field | Information
Exact Legal Name | Arbor Health Platform Services Inc.
Entity Type | Corporation
Jurisdiction of Organization | State of Delaware
State File / Registration Number | 7318905 (Delaware Secretary of State)
Federal Employer Identification Number (EIN) | 92-1058467
Chief Executive Office Address | 400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451
Mailing Address (if different from above) | Same as Chief Executive Office
Former Names (last 5 years) | None
Date of Incorporation | September 2, 2019
Registered Agent (Delaware) | National Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801
Foreign Qualification(s) | None
Location Address | Type of Collateral Present | Occupancy Type | Landlord / Property Owner
400 Beacon Ridge Parkway, Suite 800, Waltham, MA 02451 | Equipment (including servers and network infrastructure), books and records (paper and electronic), general intangibles records, office furnishings | Leased | Beacon Ridge Realty Partners LLC
1100 Commerce Boulevard, Suite 200, King of Prussia, PA 19406 | Equipment, satellite office furnishings, peripheral IT equipment | Leased | Keystone Corporate Properties LP
250 Healthway Drive, Suite 1400, Nashville, TN 37203 | Equipment, satellite office furnishings, peripheral IT equipment | Leased | Cumberland Office Holdings Inc.
Grantor | Depository Bank | Account Number (last 4 digits) | Account Type / Purpose | Control Agreement Status
Arbor Health Technologies Inc. | Pinnacle Trust Bank, N.A. | **8417 | Operating / Funding Account | Not required (the Secured Party is the depository bank, and control is established by virtue of the Secured Party's status as the bank at which such account is maintained)
Arbor Health Technologies Inc. | Pinnacle Trust Bank, N.A. | **3201 | Payroll Account | Excluded — payroll and tax withholding account constituting Excluded Collateral under Section 1.2(d) of the Security Agreement; balance does not exceed the $2,500,000 threshold
Arbor Health Technologies Inc. | Ridgefield National Bank | **5694 | Money Market / Reserves | Deposit Account Control Agreement to be delivered as a post-closing deliverable on or before August 30, 2024
Arbor Health Technologies Inc. | Ridgefield National Bank | **7782 | Concentration Account | Deposit Account Control Agreement to be delivered as a post-closing deliverable on or before August 30, 2024
Filing Number | Filing Date | Secured Party | Debtor | Description of Collateral | Status / Notes
2023-2811490 | September 15, 2023 | Frontier Leasing Corp. | Arbor Health Technologies Inc. | Specific leased office equipment, including copiers, printers, and audio/visual equipment, more specifically described in the equipment schedule attached to UCC-1 Filing No. 2023-2811490 | Active; approximate aggregate value of covered equipment: $380,000; this lien constitutes a "Permitted Lien" under Section 7.02(c) of the Loan Agreement
Owner | Mark | Type | Registration / Application No. | USPTO Status | Registration Date
Arbor Health Technologies Inc. | ARBOR HEALTH (word mark) | Trademark (Class 9, Class 42) | Reg. No. 6,481,723 | Registered — Active | October 12, 2021
Arbor Health Technologies Inc. | ARBOR HEALTH & Design (stylized logo with tree device) | Trademark (Class 9, Class 42) | Reg. No. 6,481,724 | Registered — Active | October 12, 2021
Arbor Health Platform Services Inc. | ARBORFLOW (word mark) | Trademark (Class 9, Class 42) | Reg. No. 6,592,108 | Registered — Active | March 29, 2022
Owner | Title | Type | Patent / Application No. | Status
Arbor Health Platform Services Inc. | Clinical Workflow Orchestration System | Utility Patent | U.S. Patent No. 11,284,671 | Issued — March 22, 2022
Cortland Surgical Systems, Inc. | Automated Surgical Scheduling Engine | Utility Patent Application | U.S. Patent App. No. 17/893,214 | Pending (filed August 23, 2022)
Owner | Title | Registration No. | USCO Status
Arbor Health Platform Services Inc. | ARBORFLOW Platform — Software Code (including all versions through v4.2) | Reg. No. TXu 2-341-877 | Registered — Active
Issuer | Owner / Pledgor | Type of Interest | Certificate No(s). | Percentage Pledged
Arbor Health Holdings LLC | Arbor Health Technologies Inc. | 100% of issued and outstanding membership interests | To be provided upon delivery | 100%
Arbor Health Platform Services Inc. | Arbor Health Holdings LLC | 100% of issued and outstanding shares of common stock | To be provided upon delivery | 100%
MedBridge Workflow Solutions LLC | Arbor Health Holdings LLC | 100% of issued and outstanding membership interests | To be provided upon delivery | 100%
Cortland Surgical Systems, Inc. | Arbor Health Holdings LLC | 100% of issued and outstanding shares of common stock | To be provided upon delivery | 100%
Grantor | EIN
Arbor Health Technologies Inc. | 88-3164720
Arbor Health Holdings LLC | 88-4271835
Arbor Health Platform Services Inc. | 92-1058467
Grantor | Delaware File Number
Arbor Health Technologies Inc. | 7284619
Arbor Health Holdings LLC | 7301482
Arbor Health Platform Services Inc. | 7318905

PERFECTION CERTIFICATE

ARBOR HEALTH TECHNOLOGIES INC.

ARBOR HEALTH TECHNOLOGIES INC.

ARBOR HEALTH HOLDINGS LLC

ARBOR HEALTH HOLDINGS LLC

ARBOR HEALTH PLATFORM SERVICES INC.

ARBOR HEALTH PLATFORM SERVICES INC.

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