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SECRETARY'S CERTIFICATE

Arbor Health Technologies Inc. a Delaware corporation

August 16, 2024

Delivered pursuant to Section 5.01(c) of the Bridge Loan Agreement dated as of August 16, 2024 (the "Loan Agreement"), by and between Arbor Health Technologies Inc., a Delaware corporation (the "Borrower" or the "Company"), and Pinnacle Trust Bank, N.A., a national banking association (the "Lender").

INTRODUCTORY RECITAL

The undersigned, Gerald Fong, hereby certifies that he is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Arbor Health Technologies Inc., a corporation duly organized and validly existing under the laws of the State of Delaware, with its principal office located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451. The undersigned has held the office of General Counsel and Corporate Secretary continuously since his election to such office and is familiar with the corporate records, proceedings, and affairs of the Company.

This Secretary's Certificate (this "Certificate") is delivered in connection with the Bridge Loan Agreement dated as of August 16, 2024 (the "Loan Agreement"), by and between the Company (as Borrower) and Pinnacle Trust Bank, N.A. (as Lender), pursuant to which the Lender has agreed to make available to the Borrower a senior secured bridge term loan facility in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) (the "Bridge Loan"), on the terms and subject to the conditions set forth in the Loan Agreement. This Certificate is delivered as a condition precedent to the initial funding of the Bridge Loan as required by Section 5.01(c) of the Loan Agreement.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement. References herein to the "Loan Documents" shall have the meaning set forth in the Loan Agreement and shall include, without limitation, the Loan Agreement, the Security Agreement, and all other agreements, instruments, certificates, and documents executed and delivered in connection therewith.

The undersigned, in his capacity as General Counsel and Corporate Secretary of the Company, and having access to the original corporate books and records of the Company, hereby certifies to the Lender and to the Lender's counsel, Whitfield Gage & Associates LLP, as follows:

1. Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware, and as currently in full force and effect on the date hereof. The Certificate of Incorporation, as attached hereto as Exhibit A, reflects all amendments, supplements, and restatements adopted by the stockholders and the Board of Directors of the Company through and including the date hereof.

No amendments, supplements, restatements, or other modifications to the Certificate of Incorporation have been filed with the Secretary of State of the State of Delaware or adopted by the stockholders or the Board of Directors of the Company since the date of the most recent amendment reflected in the copy attached hereto as Exhibit A. No certificate of amendment, certificate of merger, certificate of correction, or any other filing that would have the effect of amending or modifying the Certificate of Incorporation is pending or has been authorized by the Board of Directors or the stockholders of the Company.

The Certificate of Incorporation has not been revoked, suspended, annulled, or otherwise modified by the Secretary of State of the State of Delaware or by any other governmental authority, and no proceeding for such revocation, suspension, annulment, or modification is pending or, to the knowledge of the undersigned, threatened.

The Company was incorporated in the State of Delaware under the General Corporation Law of the State of Delaware. The Company's file number with the Secretary of State of the State of Delaware is 7284619. The Company's registered agent in the State of Delaware is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

2. Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Arbor Health Technologies Inc. (the "Bylaws"), as amended and restated through the date hereof and as currently in full force and effect. The copy of the Bylaws attached hereto as Exhibit B has been compared by the undersigned against the original Bylaws maintained in the corporate minute books of the Company and is a true, accurate, and complete reproduction thereof.

No amendments, supplements, restatements, or other modifications to the Bylaws have been adopted by the Board of Directors or the stockholders of the Company since the date of the most recent amendment reflected in the copy attached hereto as Exhibit B. No proposal to amend, supplement, restate, or otherwise modify the Bylaws is pending before the Board of Directors or the stockholders of the Company or has been submitted or proposed for consideration by the Board of Directors or any committee thereof.

The Bylaws are in full force and effect on and as of the date hereof and have not been revoked, suspended, or otherwise modified.

3. Board Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company at a duly convened meeting of the Board of Directors held on August 2, 2024 (the "Board Meeting"). The Board Meeting was duly called and held in accordance with the Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware. Proper notice of the Board Meeting was given to each director of the Company in accordance with the Bylaws, and all directors entitled to receive such notice either received such notice or duly waived notice thereof. A quorum of the Board of Directors, as required by the Certificate of Incorporation and the Bylaws, was present in person or by means of remote communication and acting throughout the Board Meeting.

The Resolutions were duly adopted by the affirmative vote of not less than a majority of the directors present at the Board Meeting and entitled to vote thereon, in accordance with the Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, the Resolutions authorize and approve, among other things, the following actions on behalf of the Company:

(a) the entry into, execution, delivery, and performance by the Company of the Bridge Loan Agreement with Pinnacle Trust Bank, N.A. for a senior secured bridge term loan in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), on the terms and subject to the conditions set forth therein;

(b) the entry into, execution, delivery, and performance by the Company of each of the other Loan Documents, including, without limitation, the Security Agreement, and all ancillary documents, instruments, agreements, certificates, and notices contemplated thereby or delivered in connection therewith;

(c) the borrowing by the Company of Twenty-Five Million Dollars ($25,000,000) under the Loan Agreement and the incurrence of all indebtedness and obligations evidenced thereby or arising in connection therewith;

(d) the granting by the Company of a first-priority security interest in and lien upon substantially all assets of the Company (whether now owned or hereafter acquired) in favor of the Lender, as secured party, pursuant to the Security Agreement, to secure all obligations of the Company arising under or in connection with the Loan Agreement and the other Loan Documents;

(e) the payment by the Company of (i) an origination fee in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000), representing 0.50% of the Twenty-Five Million Dollar ($25,000,000) commitment under the Loan Agreement, payable to the Lender at the closing of the Bridge Loan, (ii) the fees and expenses of the Lender's counsel, Whitfield Gage & Associates LLP, in an amount not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000), (iii) an advisory fee in the amount of One Hundred Fifty Thousand Dollars ($150,000) payable to Reedmore Capital Partners LLC as financial advisor to the Company in connection with the Bridge Loan, and (iv) all other fees, costs, and expenses incurred by the Company or payable to the Lender or other parties in connection with the negotiation, preparation, execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby;

(f) the designation of the following officers of the Company as "Authorized Officers," each of whom is empowered and authorized to execute and deliver, on behalf of the Company, the Loan Agreement, the Security Agreement, and all other Loan Documents, and all related instruments, certificates, notices, and other documents required or contemplated to be delivered in connection therewith:

(i) Dr. Priya Narayan, Chief Executive Officer;

(ii) Evan Strickland, Chief Financial Officer; and

(iii) Gerald Fong, General Counsel & Corporate Secretary;

(g) the authorization for any one Authorized Officer, acting singly and without the joinder of any other officer or director of the Company, to execute and deliver any and all Loan Documents and related instruments, certificates, and notices, and to take all actions deemed necessary, appropriate, or advisable by such Authorized Officer in connection with the transactions contemplated by the Loan Agreement and the other Loan Documents, including, without limitation, the filing of UCC financing statements and the delivery of perfection certificates, officer's certificates, and other certificates and documents required under the Loan Documents; and

(h) the ratification, confirmation, and approval of all actions previously taken by the officers, directors, agents, employees, and counsel of the Company in furtherance of or in connection with the Bridge Loan and the transactions contemplated thereby, including, without limitation, the engagement of Calderwood & Harkness LLP as borrower's counsel and the engagement of Reedmore Capital Partners LLC as financial advisor to the Company.

The Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company or by any committee thereof that would in any manner conflict with, modify, limit, restrict, or supersede the authority granted by, or the actions authorized pursuant to, the Resolutions attached hereto as Exhibit C.

4. Good Standing Certificates

Attached hereto as Exhibit D are certificates of good standing (or equivalent certificates of status or existence) for the Company, issued by the governmental authorities identified below, each of which was obtained by or on behalf of the Company in connection with the closing of the Bridge Loan:

Exhibit D-1: Certificate of Good Standing — State of Delaware. Attached hereto as Exhibit D-1 is a certificate of good standing (or certificate of status) issued by the Secretary of State of the State of Delaware with respect to Arbor Health Technologies Inc., dated August 14, 2024, bearing Delaware File Number 7284619. Such certificate confirms that Arbor Health Technologies Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and that all franchise taxes and fees required to be paid to the State of Delaware have been paid through the most recent period covered by such certificate.

Exhibit D-2: Certificate of Good Standing — Commonwealth of Massachusetts. Attached hereto as Exhibit D-2 is a certificate of good standing (or certificate of legal existence) issued by the Secretary of the Commonwealth of Massachusetts with respect to Arbor Health Technologies Inc., dated August 14, 2024. Such certificate confirms that Arbor Health Technologies Inc. is a foreign corporation duly qualified to transact business and is in good standing in the Commonwealth of Massachusetts, the state in which the Company's principal office is located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451, and that all annual reports, fees, and taxes required to be filed with or paid to the Commonwealth of Massachusetts have been duly filed and paid through the most recent period covered by such certificate.

The undersigned is not aware of any facts, circumstances, events, or developments that would cause any such certificate of good standing to be inaccurate, misleading, or no longer valid as of the date hereof.

5. Incumbency Certificate

The undersigned hereby certifies that the following persons are the duly elected or appointed officers of the Company, each holding the office set forth opposite his or her name below as of the date hereof, and each has been duly authorized by the Board of Directors of the Company, pursuant to the Resolutions attached hereto as Exhibit C, to execute and deliver, on behalf of the Company, the Loan Agreement, the Security Agreement, and all other Loan Documents, and all related instruments, certificates, and notices in connection with the Bridge Loan Agreement and the transactions contemplated thereby. The signatures set forth opposite their respective names below are the true and genuine signatures of such persons:

Each of the foregoing officers was duly elected or appointed to the office set forth opposite his or her name in accordance with the Certificate of Incorporation and the Bylaws, and each such officer continues to hold such office as of the date hereof. No proceedings for the removal or resignation of any such officer are pending or, to the knowledge of the undersigned, contemplated.

Each such officer identified above is authorized to act on behalf of the Company, singly and without the joinder of any other officer or director, in connection with the execution, delivery, and performance of the Loan Agreement, the Security Agreement, and all other Loan Documents, and all transactions contemplated by the Loan Agreement and the other Loan Documents.

6. Additional Certifications

In addition to the foregoing, the undersigned hereby further certifies as follows:

(a) Employer Identification Number. The Company's Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is 88-3164720.

(b) Public Company Status. The Company's shares of common stock, par value $0.001 per share, are listed on the Nasdaq Global Select Market under the ticker symbol "AHTI." The Company completed its initial public offering on March 14, 2024 and is subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.

(c) No Conflict with Organizational Documents. To the knowledge of the undersigned, the execution, delivery, and performance of the Loan Agreement, the Security Agreement, and the other Loan Documents by the Company do not and will not (i) conflict with or violate any provision of the Certificate of Incorporation or the Bylaws of the Company, (ii) result in a breach of, or constitute a default under, any provision of the Certificate of Incorporation or the Bylaws, or (iii) require any consent, approval, or authorization of the stockholders of the Company that has not been duly obtained.

(d) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, reorganization, or termination of the existence of the Company have been commenced, are pending, or are contemplated by the Board of Directors, any committee thereof, or the stockholders of the Company, and no governmental authority has taken or, to the knowledge of the undersigned, threatened to take any action that would result in the dissolution, liquidation, or winding up of the Company.

EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of August 16, 2024, and hereby affirms that all statements and certifications contained herein are true, correct, and complete in all material respects as of the date hereof.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Gerald Fong

Title: General Counsel & Corporate Secretary

Date: August 16, 2024

COUNTER-CERTIFICATION

I, Evan Strickland, Chief Financial Officer of Arbor Health Technologies Inc., a Delaware corporation, hereby certify and confirm to the Lender and its counsel that:

(a) Gerald Fong is the duly elected, qualified, and acting General Counsel and Corporate Secretary of the Company, and he has held such office continuously through and including the date hereof;

(b) the signature of Gerald Fong appearing on this Certificate above is his true and genuine signature; and

(c) Gerald Fong has been duly authorized by the Board of Directors of the Company to execute and deliver this Secretary's Certificate on behalf of the Company in connection with the transactions contemplated by the Loan Agreement and the other Loan Documents.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Evan Strickland

Title: Chief Financial Officer

Date: August 16, 2024

LIST OF EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc., as filed with the Secretary of State of the State of Delaware (Delaware File Number 7284619)

Exhibit B — Amended and Restated Bylaws of Arbor Health Technologies Inc.

Exhibit C — Resolutions of the Board of Directors of Arbor Health Technologies Inc., adopted at a meeting duly held on August 2, 2024, authorizing, among other things, the entry into a $25,000,000 senior secured bridge term loan facility with Pinnacle Trust Bank, N.A. pursuant to the Loan Agreement, the execution and delivery of the Loan Agreement, the Security Agreement, and all other Loan Documents, and the designation of Authorized Officers

Exhibit D — Good Standing Certificates:

Exhibit D-1: Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated August 14, 2024 (Delaware File Number 7284619)

Exhibit D-2: Certificate of Good Standing issued by the Secretary of the Commonwealth of Massachusetts, dated August 14, 2024

[Exhibits A through D follow this page]

Name	Title	Specimen Signature
Dr. Priya Narayan	Chief Executive Officer	________
Evan Strickland	Chief Financial Officer	________
Gerald Fong	General Counsel & Corporate Secretary	________

SECRETARY'S CERTIFICATE
Arbor Health Technologies Inc. a Delaware corporation
August 16, 2024
Delivered pursuant to Section 5.01(c) of the Bridge Loan Agreement dated as of August 16, 2024 (the "Loan Agreement"), by and between Arbor Health Technologies Inc., a Delaware corporation (the "Borrower" or the "Company"), and Pinnacle Trust Bank, N.A., a national banking association (the "Lender").
INTRODUCTORY RECITAL
The undersigned, Gerald Fong, hereby certifies that he is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Arbor Health Technologies Inc., a corporation duly organized and validly existing under the laws of the State of Delaware, with its principal office located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451. The undersigned has held the office of General Counsel and Corporate Secretary continuously since his election to such office and is familiar with the corporate records, proceedings, and affairs of the Company.
This Secretary's Certificate (this "Certificate") is delivered in connection with the Bridge Loan Agreement dated as of August 16, 2024 (the "Loan Agreement"), by and between the Company (as Borrower) and Pinnacle Trust Bank, N.A. (as Lender), pursuant to which the Lender has agreed to make available to the Borrower a senior secured bridge term loan facility in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) (the "Bridge Loan"), on the terms and subject to the conditions set forth in the Loan Agreement. This Certificate is delivered as a condition precedent to the initial funding of the Bridge Loan as required by Section 5.01(c) of the Loan Agreement.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement. References herein to the "Loan Documents" shall have the meaning set forth in the Loan Agreement and shall include, without limitation, the Loan Agreement, the Security Agreement, and all other agreements, instruments, certificates, and documents executed and delivered in connection therewith.
The undersigned, in his capacity as General Counsel and Corporate Secretary of the Company, and having access to the original corporate books and records of the Company, hereby certifies to the Lender and to the Lender's counsel, Whitfield Gage & Associates LLP, as follows:
1. Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware, and as currently in full force and effect on the date hereof. The Certificate of Incorporation, as attached hereto as Exhibit A, reflects all amendments, supplements, and restatements adopted by the stockholders and the Board of Directors of the Company through and including the date hereof.
No amendments, supplements, restatements, or other modifications to the Certificate of Incorporation have been filed with the Secretary of State of the State of Delaware or adopted by the stockholders or the Board of Directors of the Company since the date of the most recent amendment reflected in the copy attached hereto as Exhibit A. No certificate of amendment, certificate of merger, certificate of correction, or any other filing that would have the effect of amending or modifying the Certificate of Incorporation is pending or has been authorized by the Board of Directors or the stockholders of the Company.
The Certificate of Incorporation has not been revoked, suspended, annulled, or otherwise modified by the Secretary of State of the State of Delaware or by any other governmental authority, and no proceeding for such revocation, suspension, annulment, or modification is pending or, to the knowledge of the undersigned, threatened.
The Company was incorporated in the State of Delaware under the General Corporation Law of the State of Delaware. The Company's file number with the Secretary of State of the State of Delaware is 7284619. The Company's registered agent in the State of Delaware is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
2. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Arbor Health Technologies Inc. (the "Bylaws"), as amended and restated through the date hereof and as currently in full force and effect. The copy of the Bylaws attached hereto as Exhibit B has been compared by the undersigned against the original Bylaws maintained in the corporate minute books of the Company and is a true, accurate, and complete reproduction thereof.
No amendments, supplements, restatements, or other modifications to the Bylaws have been adopted by the Board of Directors or the stockholders of the Company since the date of the most recent amendment reflected in the copy attached hereto as Exhibit B. No proposal to amend, supplement, restate, or otherwise modify the Bylaws is pending before the Board of Directors or the stockholders of the Company or has been submitted or proposed for consideration by the Board of Directors or any committee thereof.
The Bylaws are in full force and effect on and as of the date hereof and have not been revoked, suspended, or otherwise modified.
3. Board Resolutions
Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company at a duly convened meeting of the Board of Directors held on August 2, 2024 (the "Board Meeting"). The Board Meeting was duly called and held in accordance with the Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware. Proper notice of the Board Meeting was given to each director of the Company in accordance with the Bylaws, and all directors entitled to receive such notice either received such notice or duly waived notice thereof. A quorum of the Board of Directors, as required by the Certificate of Incorporation and the Bylaws, was present in person or by means of remote communication and acting throughout the Board Meeting.
The Resolutions were duly adopted by the affirmative vote of not less than a majority of the directors present at the Board Meeting and entitled to vote thereon, in accordance with the Certificate of Incorporation, the Bylaws, and the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, the Resolutions authorize and approve, among other things, the following actions on behalf of the Company:
(a) the entry into, execution, delivery, and performance by the Company of the Bridge Loan Agreement with Pinnacle Trust Bank, N.A. for a senior secured bridge term loan in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), on the terms and subject to the conditions set forth therein;
(b) the entry into, execution, delivery, and performance by the Company of each of the other Loan Documents, including, without limitation, the Security Agreement, and all ancillary documents, instruments, agreements, certificates, and notices contemplated thereby or delivered in connection therewith;
(c) the borrowing by the Company of Twenty-Five Million Dollars ($25,000,000) under the Loan Agreement and the incurrence of all indebtedness and obligations evidenced thereby or arising in connection therewith;
(d) the granting by the Company of a first-priority security interest in and lien upon substantially all assets of the Company (whether now owned or hereafter acquired) in favor of the Lender, as secured party, pursuant to the Security Agreement, to secure all obligations of the Company arising under or in connection with the Loan Agreement and the other Loan Documents;
(e) the payment by the Company of (i) an origination fee in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000), representing 0.50% of the Twenty-Five Million Dollar ($25,000,000) commitment under the Loan Agreement, payable to the Lender at the closing of the Bridge Loan, (ii) the fees and expenses of the Lender's counsel, Whitfield Gage & Associates LLP, in an amount not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000), (iii) an advisory fee in the amount of One Hundred Fifty Thousand Dollars ($150,000) payable to Reedmore Capital Partners LLC as financial advisor to the Company in connection with the Bridge Loan, and (iv) all other fees, costs, and expenses incurred by the Company or payable to the Lender or other parties in connection with the negotiation, preparation, execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby;
(f) the designation of the following officers of the Company as "Authorized Officers," each of whom is empowered and authorized to execute and deliver, on behalf of the Company, the Loan Agreement, the Security Agreement, and all other Loan Documents, and all related instruments, certificates, notices, and other documents required or contemplated to be delivered in connection therewith:
(i) Dr. Priya Narayan, Chief Executive Officer;
(ii) Evan Strickland, Chief Financial Officer; and
(iii) Gerald Fong, General Counsel & Corporate Secretary;
(g) the authorization for any one Authorized Officer, acting singly and without the joinder of any other officer or director of the Company, to execute and deliver any and all Loan Documents and related instruments, certificates, and notices, and to take all actions deemed necessary, appropriate, or advisable by such Authorized Officer in connection with the transactions contemplated by the Loan Agreement and the other Loan Documents, including, without limitation, the filing of UCC financing statements and the delivery of perfection certificates, officer's certificates, and other certificates and documents required under the Loan Documents; and
(h) the ratification, confirmation, and approval of all actions previously taken by the officers, directors, agents, employees, and counsel of the Company in furtherance of or in connection with the Bridge Loan and the transactions contemplated thereby, including, without limitation, the engagement of Calderwood & Harkness LLP as borrower's counsel and the engagement of Reedmore Capital Partners LLC as financial advisor to the Company.
The Resolutions have not been amended, modified, supplemented, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company or by any committee thereof that would in any manner conflict with, modify, limit, restrict, or supersede the authority granted by, or the actions authorized pursuant to, the Resolutions attached hereto as Exhibit C.
4. Good Standing Certificates
Attached hereto as Exhibit D are certificates of good standing (or equivalent certificates of status or existence) for the Company, issued by the governmental authorities identified below, each of which was obtained by or on behalf of the Company in connection with the closing of the Bridge Loan:
Exhibit D-1: Certificate of Good Standing — State of Delaware. Attached hereto as Exhibit D-1 is a certificate of good standing (or certificate of status) issued by the Secretary of State of the State of Delaware with respect to Arbor Health Technologies Inc., dated August 14, 2024, bearing Delaware File Number 7284619. Such certificate confirms that Arbor Health Technologies Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and that all franchise taxes and fees required to be paid to the State of Delaware have been paid through the most recent period covered by such certificate.
Exhibit D-2: Certificate of Good Standing — Commonwealth of Massachusetts. Attached hereto as Exhibit D-2 is a certificate of good standing (or certificate of legal existence) issued by the Secretary of the Commonwealth of Massachusetts with respect to Arbor Health Technologies Inc., dated August 14, 2024. Such certificate confirms that Arbor Health Technologies Inc. is a foreign corporation duly qualified to transact business and is in good standing in the Commonwealth of Massachusetts, the state in which the Company's principal office is located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451, and that all annual reports, fees, and taxes required to be filed with or paid to the Commonwealth of Massachusetts have been duly filed and paid through the most recent period covered by such certificate.
The undersigned is not aware of any facts, circumstances, events, or developments that would cause any such certificate of good standing to be inaccurate, misleading, or no longer valid as of the date hereof.
5. Incumbency Certificate
The undersigned hereby certifies that the following persons are the duly elected or appointed officers of the Company, each holding the office set forth opposite his or her name below as of the date hereof, and each has been duly authorized by the Board of Directors of the Company, pursuant to the Resolutions attached hereto as Exhibit C, to execute and deliver, on behalf of the Company, the Loan Agreement, the Security Agreement, and all other Loan Documents, and all related instruments, certificates, and notices in connection with the Bridge Loan Agreement and the transactions contemplated thereby. The signatures set forth opposite their respective names below are the true and genuine signatures of such persons:
Each of the foregoing officers was duly elected or appointed to the office set forth opposite his or her name in accordance with the Certificate of Incorporation and the Bylaws, and each such officer continues to hold such office as of the date hereof. No proceedings for the removal or resignation of any such officer are pending or, to the knowledge of the undersigned, contemplated.
Each such officer identified above is authorized to act on behalf of the Company, singly and without the joinder of any other officer or director, in connection with the execution, delivery, and performance of the Loan Agreement, the Security Agreement, and all other Loan Documents, and all transactions contemplated by the Loan Agreement and the other Loan Documents.
6. Additional Certifications
In addition to the foregoing, the undersigned hereby further certifies as follows:
(a) Employer Identification Number. The Company's Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is 88-3164720.
(b) Public Company Status. The Company's shares of common stock, par value $0.001 per share, are listed on the Nasdaq Global Select Market under the ticker symbol "AHTI." The Company completed its initial public offering on March 14, 2024 and is subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.
(c) No Conflict with Organizational Documents. To the knowledge of the undersigned, the execution, delivery, and performance of the Loan Agreement, the Security Agreement, and the other Loan Documents by the Company do not and will not (i) conflict with or violate any provision of the Certificate of Incorporation or the Bylaws of the Company, (ii) result in a breach of, or constitute a default under, any provision of the Certificate of Incorporation or the Bylaws, or (iii) require any consent, approval, or authorization of the stockholders of the Company that has not been duly obtained.
(d) No Dissolution Proceedings. No proceedings for the dissolution, liquidation, winding up, reorganization, or termination of the existence of the Company have been commenced, are pending, or are contemplated by the Board of Directors, any committee thereof, or the stockholders of the Company, and no governmental authority has taken or, to the knowledge of the undersigned, threatened to take any action that would result in the dissolution, liquidation, or winding up of the Company.
EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of August 16, 2024, and hereby affirms that all statements and certifications contained herein are true, correct, and complete in all material respects as of the date hereof.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Gerald Fong
Title: General Counsel & Corporate Secretary
Date: August 16, 2024
COUNTER-CERTIFICATION
I, Evan Strickland, Chief Financial Officer of Arbor Health Technologies Inc., a Delaware corporation, hereby certify and confirm to the Lender and its counsel that:
(a) Gerald Fong is the duly elected, qualified, and acting General Counsel and Corporate Secretary of the Company, and he has held such office continuously through and including the date hereof;
(b) the signature of Gerald Fong appearing on this Certificate above is his true and genuine signature; and
(c) Gerald Fong has been duly authorized by the Board of Directors of the Company to execute and deliver this Secretary's Certificate on behalf of the Company in connection with the transactions contemplated by the Loan Agreement and the other Loan Documents.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Evan Strickland
Title: Chief Financial Officer
Date: August 16, 2024
LIST OF EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc., as filed with the Secretary of State of the State of Delaware (Delaware File Number 7284619)
Exhibit B — Amended and Restated Bylaws of Arbor Health Technologies Inc.
Exhibit C — Resolutions of the Board of Directors of Arbor Health Technologies Inc., adopted at a meeting duly held on August 2, 2024, authorizing, among other things, the entry into a $25,000,000 senior secured bridge term loan facility with Pinnacle Trust Bank, N.A. pursuant to the Loan Agreement, the execution and delivery of the Loan Agreement, the Security Agreement, and all other Loan Documents, and the designation of Authorized Officers
Exhibit D — Good Standing Certificates:
Exhibit D-1: Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated August 14, 2024 (Delaware File Number 7284619)
Exhibit D-2: Certificate of Good Standing issued by the Secretary of the Commonwealth of Massachusetts, dated August 14, 2024
[Exhibits A through D follow this page]
Name | Title | Specimen Signature
Dr. Priya Narayan | Chief Executive Officer | ________
Evan Strickland | Chief Financial Officer | ________
Gerald Fong | General Counsel & Corporate Secretary | ________

SECRETARY'S CERTIFICATE

INTRODUCTORY RECITAL

EXECUTION

ARBOR HEALTH TECHNOLOGIES INC.

COUNTER-CERTIFICATION

ARBOR HEALTH TECHNOLOGIES INC.

LIST OF EXHIBITS

Record

Parties

Dates

Amounts