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GUARANTY AGREEMENT

dated as of August 16, 2024

ARBOR HEALTH HOLDINGS LLC a Delaware limited liability company

and

ARBOR HEALTH PLATFORM SERVICES INC. a Delaware corporation

(collectively, the "Guarantors")

in favor of

PINNACLE TRUST BANK, N.A. a national banking association

(the "Lender")

GUARANTY AGREEMENT

This GUARANTY AGREEMENT (this "Guaranty") is made and entered into as of August 16, 2024, by and among ARBOR HEALTH HOLDINGS LLC, a Delaware limited liability company ("Holdings"), and ARBOR HEALTH PLATFORM SERVICES INC., a Delaware corporation ("Platform Services" and, together with Holdings, each a "Guarantor" and collectively, the "Guarantors"), in favor of PINNACLE TRUST BANK, N.A., a national banking association (together with its successors and assigns, the "Lender").

RECITALS

A. Arbor Health Technologies Inc., a Delaware corporation (the "Borrower"), and Lender have entered into that certain Bridge Loan Agreement dated as of August 16, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), pursuant to which Lender has agreed to extend a twenty-five million dollar ($25,000,000) senior secured bridge loan (the "Bridge Loan") to Borrower, subject to the terms and conditions set forth therein.

B. Arbor Health Holdings LLC is a Delaware limited liability company and wholly-owned direct subsidiary of Borrower that holds the equity interests in Borrower's principal operating subsidiaries, including Arbor Health Platform Services Inc., MedBridge Workflow Solutions LLC, and Cortland Surgical Systems, Inc. Arbor Health Platform Services Inc. is a Delaware corporation and wholly-owned subsidiary of Arbor Health Holdings LLC that operates Borrower's core SaaS platform and generates substantially all of Borrower's subscription revenue. Each Guarantor will derive substantial direct and indirect benefit from the extension of credit to Borrower under the Loan Agreement, inasmuch as the proceeds of the Bridge Loan will be used to fund operations and strategic initiatives that will enhance the value of each Guarantor's business and assets.

C. It is a condition precedent to the obligations of Lender to fund the Bridge Loan under Section 5.01(a) of the Loan Agreement that each of the Guarantors execute and deliver this Guaranty Agreement in favor of Lender.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees as follows:

ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms. Capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the Loan Agreement. In addition to the terms defined elsewhere in this Guaranty, the following terms shall have the following meanings when used herein:

"Guaranteed Obligations" means all Obligations (as defined in the Loan Agreement) of Borrower to Lender under the Loan Agreement and the other Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, matured or unmatured, known or unknown, including, without limitation, (a) all principal of the Bridge Loan in the amount of twenty-five million dollars ($25,000,000), (b) all interest thereon, including interest at the Applicable Rate (as defined in the Loan Agreement, being Adjusted Term SOFR plus 475 basis points, subject to a SOFR floor of 1.00%), interest at the Default Rate (being an additional 200 basis points above the Applicable Rate, i.e., Adjusted Term SOFR plus 675 basis points), and post-petition interest accruing after the commencement of any bankruptcy, insolvency, receivership, or similar proceeding to the fullest extent permitted by applicable law, whether or not such interest constitutes an allowed claim in any such proceeding, (c) all fees payable under the Loan Agreement and the other Loan Documents, including the origination fee of one hundred twenty-five thousand dollars ($125,000), (d) all costs, charges, and expenses (including reasonable and documented fees, charges, and disbursements of Lender's counsel, Whitfield Gage & Associates LLP, subject to the cap of one hundred twenty-five thousand dollars ($125,000) set forth in the Loan Agreement), (e) all indemnification obligations, and (f) all other amounts of whatever nature now or hereafter owing by Borrower to Lender under or in connection with the Loan Agreement or any other Loan Document.

"Guaranty" means this Guaranty Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Loan Agreement" means the Bridge Loan Agreement dated as of August 16, 2024, between Borrower and Lender, as amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" has the meaning assigned to such term in the Loan Agreement and includes, without limitation, the Loan Agreement, this Guaranty, the Security Agreement dated as of August 16, 2024, between the Loan Parties and Lender, and all ancillary agreements, instruments, certificates, and other documents executed and delivered in connection therewith.

"Loan Party" or "Loan Parties" means, individually and collectively, the Borrower and each Guarantor.

"Subordinated Intercompany Claims" has the meaning assigned to such term in Section 6.1 of this Guaranty.

Section 1.2 — Rules of Interpretation. The rules of interpretation set forth in Section 1.02 of the Loan Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply to this Guaranty. Unless the context otherwise requires, (a) the singular includes the plural and vice versa, (b) references to "Sections" and "Articles" refer to Sections and Articles of this Guaranty, (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (d) references to any Person include such Person's successors and permitted assigns, and (e) references to any agreement or instrument shall be deemed to refer to such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time.

ARTICLE 2 — GUARANTY

Section 2.1 — Guaranty of Obligations. Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to Lender and its successors and assigns, the full and punctual payment when due (whether at stated maturity on February 16, 2026, upon acceleration pursuant to Article X of the Loan Agreement, upon mandatory prepayment, or otherwise) and performance of all Guaranteed Obligations, in each case strictly in accordance with the terms of the Loan Agreement and the other Loan Documents. Without limiting the generality of the foregoing, each Guarantor's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by Borrower to Lender under or in connection with the Loan Agreement and the other Loan Documents but for the fact that such amounts are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, or similar proceeding involving Borrower. The parties acknowledge that the underlying Bridge Loan bears interest at Adjusted Term SOFR plus 475 basis points per annum (with a SOFR floor of 1.00%) and that, upon the occurrence and during the continuance of an Event of Default, the Default Rate shall apply, being an additional 200 basis points above the Applicable Rate (i.e., Adjusted Term SOFR plus 675 basis points per annum), and all such interest, whether at the Applicable Rate or the Default Rate, constitutes part of the Guaranteed Obligations hereunder.

Section 2.2 — Nature of Guaranty. This Guaranty is an absolute, unconditional, and continuing guaranty of payment and performance and not merely a guaranty of collection. Each Guarantor agrees that its obligations hereunder are primary obligations and are not conditioned upon any requirement that Lender first attempt to collect any Guaranteed Obligation from Borrower or any other Person or resort to any security or other means of obtaining payment of any Guaranteed Obligation. Lender shall not be required to pursue or exhaust any right or remedy, or to proceed against Borrower, any other Guarantor, any other Person, or any Collateral (as defined in the Security Agreement dated as of August 16, 2024, between the Loan Parties and Lender), before enforcing this Guaranty. Lender may, at its election, enforce this Guaranty against any one or more of the Guarantors without joining Borrower or any other Guarantor as a party in any suit, action, or proceeding. Each Guarantor agrees that, as between such Guarantor and Lender, the Guaranteed Obligations may be declared to be forthwith due and payable for purposes of this Guaranty, notwithstanding any stay, injunction, or other prohibition preventing such declaration as against Borrower.

Section 2.3 — Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated. This Guaranty shall not be discharged, impaired, or otherwise affected by any intervening liquidation, dissolution, winding up, or reorganization of Borrower or any Guarantor, or by any change in the corporate, limited liability company, or other organizational structure of Borrower or any Guarantor, or by any merger, consolidation, or other business combination involving Borrower or any Guarantor (except to the extent expressly permitted by the Loan Agreement), or by any other circumstance whatsoever that might otherwise constitute a legal or equitable defense available to, or a discharge of, a surety or guarantor.

Section 2.4 — Reinstatement. If at any time any payment or performance of any Guaranteed Obligation is rescinded, voided, avoided, set aside, or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor, conservator, trustee, or similar officer for Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment or performance had not been made, this Guaranty shall continue to be effective, or shall be reinstated, as the case may be, as though such payment or performance had not been made. Each Guarantor agrees that any such payment or performance that is so rescinded, avoided, or required to be restored or returned shall constitute a Guaranteed Obligation hereunder regardless of whether this Guaranty has been previously released or terminated.

Section 2.5 — Maximum Liability; Savings Clause. Notwithstanding any other provision of this Guaranty to the contrary, the obligations of each Guarantor hereunder shall be limited to the maximum amount that would not render such Guarantor's obligations hereunder void, voidable, or unenforceable under applicable law relating to fraudulent conveyance, fraudulent transfer, or any similar law (including, without limitation, Section 548 of Title 11 of the United States Code, Article 10 of the New York Debtor and Creditor Law, and any applicable state law equivalents, including the Uniform Fraudulent Transfer Act and the Uniform Voidable Transactions Act, as adopted in any applicable jurisdiction). Each Guarantor agrees that, in making any determination as to the maximum liability of such Guarantor under this Section 2.5, the assets and liabilities of such Guarantor shall be determined on a fair valuation basis, giving effect to all rights of contribution, reimbursement, and subrogation available to such Guarantor (whether arising under this Guaranty, by agreement, by law, or otherwise) following the full payment and satisfaction of all Guaranteed Obligations. Each Guarantor further agrees that this Section 2.5 is intended solely to preserve the rights of Lender hereunder to the maximum extent not subject to avoidance under applicable law and is not intended to limit or reduce the obligations of any Guarantor to any extent that would not be required by applicable law. The parties intend that the enforceability of this Guaranty shall be preserved to the fullest extent permitted by law.

ARTICLE 3 — WAIVERS

Section 3.1 — General Waivers. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law:

(a) notice of acceptance of this Guaranty by Lender and any requirement that Lender signify its acceptance hereof;

(b) notice of any extension of credit to Borrower or the creation, existence, or acquisition of any Guaranteed Obligation, or of the amount of the Guaranteed Obligations outstanding at any time;

(c) presentment, demand for payment, notice of dishonor, protest, and all other notices whatsoever with respect to the Guaranteed Obligations, including, without limitation, notice of any default or failure of performance by Borrower;

(d) any right to require Lender to (i) proceed against Borrower or any other Person, (ii) proceed against or exhaust any security (including, without limitation, the Collateral pledged under the Security Agreement or any other collateral at any time held by Lender for the Guaranteed Obligations), or (iii) pursue any other remedy in Lender's power whatsoever before proceeding against any Guarantor under this Guaranty;

(e) any defense arising by reason of any disability, lack of authority, lack of capacity, or other defense of Borrower, or by reason of the cessation from any cause whatsoever of the liability of Borrower for any Guaranteed Obligation, including, without limitation, any defense based on the failure of Lender to file or enforce a claim against Borrower or the estate of Borrower in any bankruptcy, insolvency, reorganization, or similar proceeding;

(f) any defense based on any act or omission of Lender that directly or indirectly results in or contributes to the discharge, release, or impairment of Borrower or any Guaranteed Obligation, or the discharge, release, impairment, or diminution in value of the Collateral or any other security for the Guaranteed Obligations, by operation of law or otherwise;

(g) any defense based on suretyship, impairment of collateral, or impairment of recourse, including, without limitation, any defense available under Sections 3-605 and 3-419 of the Uniform Commercial Code as adopted in any applicable jurisdiction;

(h) all rights under any statute of limitations affecting the liability of any Guarantor hereunder or the enforcement of this Guaranty, to the extent such waiver is permitted by applicable law;

(i) any defense based on the absence or inadequacy of consideration for this Guaranty, each Guarantor hereby acknowledging that it has received and will receive substantial direct and indirect benefit from the transactions contemplated by the Loan Agreement, which benefit constitutes adequate and sufficient consideration for this Guaranty;

(j) the benefit of any and all statutes, laws, rules, and regulations applicable to guarantors and sureties, including, without limitation, Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, and 2850 of the California Civil Code (or any analogous or successor provisions thereto), and any similar provisions under the laws of any other applicable jurisdiction, in each case to the extent that such provisions may be lawfully waived.

Section 3.2 — Waivers Relating to Modifications. Each Guarantor consents and agrees that Lender may, at any time and from time to time, without notice to or further assent from any Guarantor, and without in any way affecting, impairing, releasing, or discharging the obligations of any Guarantor hereunder:

(a) renew, extend, accelerate, increase, or otherwise change the time, place, manner, amount, or terms of payment or performance of any or all of the Guaranteed Obligations, including, without limitation, any increase in the principal amount of the Bridge Loan, any change in the interest rate or the method of calculating the interest rate, any extension or shortening of the maturity date of February 16, 2026, or any change in the Default Rate;

(b) settle, compromise, release, or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any or all of the Guaranteed Obligations or any agreement relating thereto, or any collateral or security therefor;

(c) request and accept additional guarantees of the Guaranteed Obligations and take and hold additional security for any or all of the Guaranteed Obligations, and exchange, enforce, waive, subordinate, fail or decline to perfect, or release any such guarantees or security;

(d) apply any security and direct the order or manner of sale thereof, including, without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its sole and absolute discretion may determine, consistent with the applicable provisions of the Security Agreement and other Loan Documents;

(e) release or substitute any one or more endorsers, guarantors, co-signers, or other obligors with respect to any or all of the Guaranteed Obligations;

(f) amend, supplement, restate, or otherwise modify the Loan Agreement or any other Loan Document in any manner and to any extent, including, without limitation, any amendments that increase the principal amount of the Bridge Loan, extend the maturity date, increase the interest rate, or modify any covenant, representation, warranty, or event of default set forth therein.

Section 3.3 — Waiver of Subrogation, Contribution, and Reimbursement. Until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash, the commitments of Lender under the Loan Agreement have been irrevocably terminated, and this Guaranty has been released and terminated in accordance with its terms, each Guarantor hereby irrevocably waives any and all rights that it may have or hereafter acquire, whether arising by contract, by statute, at law, in equity, or otherwise:

(a) any right of subrogation, whether contractual, arising under Section 509 of Title 11 of the United States Code, or otherwise, to any of the rights or claims of Lender against Borrower or any other Guarantor;

(b) any right of contribution against any other Guarantor, whether arising under applicable law, by agreement, or otherwise;

(c) any right of reimbursement or indemnity against Borrower or any other Guarantor for any payments made by such Guarantor under this Guaranty or otherwise on account of the Guaranteed Obligations;

(d) any right to enforce any remedy that Lender now has or may hereafter have against Borrower or any other Guarantor, or to participate in any security now or hereafter held by Lender for the Guaranteed Obligations; and

(e) any benefit of, and any right to participate in, any security or collateral given to or for the benefit of Lender to secure payment of the Guaranteed Obligations, or any part thereof, whether now or hereafter held by Lender.

If, notwithstanding the foregoing waivers, any amount shall be paid to any Guarantor on account of any subrogation, contribution, reimbursement, indemnity, or similar right at any time when all Guaranteed Obligations shall not have been indefeasibly paid and performed in full in cash, such amount shall be held in trust for the benefit of Lender and shall be forthwith paid to Lender to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Agreement.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of Each Guarantor. Each Guarantor represents and warrants to Lender as of the date hereof and as of the date of the funding of the Bridge Loan under the Loan Agreement:

(a) Organization and Good Standing.

(i) Arbor Health Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its employer identification number (EIN) is 88-4271835, and its Delaware Secretary of State File Number is 7301482.

(ii) Arbor Health Platform Services Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its employer identification number (EIN) is 92-1058467, and its Delaware Secretary of State File Number is 7318905.

(iii) Each Guarantor is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Loan Agreement).

(b) Power and Authority. Each Guarantor has full limited liability company or corporate power and authority, as applicable, to execute, deliver, and perform its obligations under this Guaranty and each other Loan Document to which it is or will be a party. Each Guarantor has full limited liability company or corporate power and authority, as applicable, to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.

(c) Due Authorization. The execution, delivery, and performance by each Guarantor of this Guaranty and each other Loan Document to which such Guarantor is a party have been duly authorized by all necessary limited liability company or corporate action, as applicable, on the part of such Guarantor, including:

(i) For Arbor Health Holdings LLC: written resolutions and consent of its sole member, Arbor Health Technologies Inc., duly adopted on August 2, 2024, authorizing the execution and delivery of this Guaranty and the other Loan Documents and the performance of all obligations of Holdings hereunder and thereunder, true and complete copies of which have been delivered to Lender.

(ii) For Arbor Health Platform Services Inc.: resolutions of its Board of Directors duly adopted at a meeting held on August 2, 2024, authorizing the execution and delivery of this Guaranty and the other Loan Documents and the performance of all obligations of Platform Services hereunder and thereunder, true and complete copies of which have been delivered to Lender.

No further action, vote, consent, or approval is required under any Guarantor's certificate of formation, limited liability company agreement, certificate of incorporation, bylaws, or other organizational documents, or under applicable law, for the execution, delivery, and performance by such Guarantor of this Guaranty and the other Loan Documents.

(d) Enforceability. This Guaranty constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against such Guarantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally and (ii) general principles of equity (whether considered in a proceeding at law or in equity), including concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of the adequacy of any legal remedy.

(e) No Conflict. The execution, delivery, and performance by each Guarantor of this Guaranty do not and will not:

(i) violate, contravene, or conflict with the certificate of formation, limited liability company agreement, certificate of incorporation, bylaws, or other organizational documents of such Guarantor;

(ii) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to such Guarantor or any of its properties or assets;

(iii) result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration of any obligation under, or result in a loss of a material benefit under, any material contract, agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, or other instrument to which such Guarantor is a party or by which any of its properties or assets may be bound or affected; or

(iv) result in the creation or imposition of any Lien (as defined in the Loan Agreement) on any property or asset of such Guarantor, other than Liens created by or pursuant to the Loan Documents in favor of Lender.

(f) No Consent Required. No consent, approval, authorization, or order of, or filing, registration, or qualification with, any court, governmental authority, regulatory body, or any third party is required for the valid execution, delivery, or performance by any Guarantor of this Guaranty or any other Loan Document to which such Guarantor is a party, other than (i) filings of Uniform Commercial Code financing statements with the Delaware Secretary of State and such other jurisdictions as may be required under the Security Agreement, (ii) filings with the United States Patent and Trademark Office in connection with the recordation of security interests in patents, trademarks, and patent and trademark applications as contemplated by the Security Agreement, and (iii) filings with the United States Copyright Office in connection with the recordation of security interests in copyrights as contemplated by the Security Agreement, in each case to the extent required by the Security Agreement.

(g) Financial Benefit. Each Guarantor acknowledges and agrees that it will derive substantial direct and indirect benefit from the extension of credit to Borrower under the Loan Agreement and from the transactions contemplated thereby. The Bridge Loan proceeds will be used, among other things, to fund operations and strategic initiatives of Borrower and its subsidiaries (including the Guarantors), and the financial well-being and continued viability of each Guarantor is directly dependent upon the financial well-being and continued viability of Borrower and the consolidated enterprise. Each Guarantor further acknowledges and agrees that this Guaranty is given in consideration of such benefit and of Lender's agreement to make the Bridge Loan available to Borrower, and that the consideration received by each Guarantor in connection herewith is fair and adequate.

(h) Solvency. After giving effect to this Guaranty and the transactions contemplated by the Loan Agreement, including the incurrence of all Guaranteed Obligations and the granting of all Liens under the Loan Documents, each Guarantor:

(i) has assets with a fair saleable value in excess of the amount required to pay its probable liabilities on its existing debts (including contingent liabilities hereunder) as they become absolute and matured;

(ii) is able to pay its debts and obligations in the ordinary course as they mature and become due; and

(iii) has adequate capital to carry on its business and all businesses in which it is about to engage.

No Guarantor intends to, and no Guarantor believes that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature. No Guarantor is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency law or the liquidation of all or a major portion of its assets or property, and no Guarantor has knowledge of any Person contemplating the filing of any such petition against it.

(i) Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to such Guarantor's knowledge after reasonable inquiry, threatened in writing against or affecting such Guarantor before any court, arbitrator, or governmental authority that (i) could reasonably be expected to have a Material Adverse Effect on such Guarantor or on the ability of such Guarantor to perform its obligations under this Guaranty or any other Loan Document, or (ii) challenges the validity or enforceability of this Guaranty or any other Loan Document, or any action taken or to be taken in connection herewith or therewith.

(j) Compliance with Laws. Each Guarantor is in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, judgments, and decrees of any governmental authority, including, without limitation, all healthcare regulatory requirements applicable to its operations, including the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), applicable state privacy, security, and breach notification laws, regulations and guidance issued by the U.S. Department of Health and Human Services, and conditions of participation established by the Centers for Medicare & Medicaid Services ("CMS"), in each case to the extent applicable to the operations of such Guarantor.

(k) Ownership Structure.

(i) Arbor Health Holdings LLC is a direct wholly-owned subsidiary of Arbor Health Technologies Inc. (the Borrower). One hundred percent (100%) of the issued and outstanding limited liability company membership interests in Holdings are held by Borrower, free and clear of all Liens other than Liens created by the Loan Documents.

(ii) Arbor Health Platform Services Inc. is a direct wholly-owned subsidiary of Arbor Health Holdings LLC. One hundred percent (100%) of the issued and outstanding shares of capital stock of Platform Services are held by Holdings, free and clear of all Liens other than Liens created by the Loan Documents.

(iii) Arbor Health Holdings LLC holds all of the equity interests in the following operating subsidiaries of Borrower: (A) Arbor Health Platform Services Inc., (B) MedBridge Workflow Solutions LLC, a Delaware limited liability company, and (C) Cortland Surgical Systems, Inc., a Delaware corporation.

(l) Principal Office. The chief executive office and principal place of business of each Guarantor is located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451. Each Guarantor's books and records are maintained at such location.

ARTICLE 5 — COVENANTS

Section 5.1 — Affirmative Covenants. Each Guarantor covenants and agrees that, from and after the date hereof until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated:

(a) Maintenance of Existence and Good Standing. Each Guarantor will maintain its existence as a limited liability company or corporation, as applicable, and its good standing under the laws of its jurisdiction of organization (the State of Delaware), and will maintain its qualification to do business and good standing in each other jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to maintain such qualification could not reasonably be expected to have a Material Adverse Effect.

(b) Compliance with Laws. Each Guarantor will comply in all material respects with all applicable laws, statutes, rules, regulations, and orders of any governmental authority, including, without limitation, all healthcare regulatory requirements applicable to its operations, including HIPAA, HITECH, applicable state privacy and security laws, and CMS conditions of participation, in each case to the extent applicable to the operations of such Guarantor.

(c) Notification of Defaults and Material Events. Each Guarantor will promptly, and in any event within five (5) business days after a Responsible Officer (as defined in the Loan Agreement) of such Guarantor obtains knowledge thereof, notify Lender in writing of (i) any Default or Event of Default under this Guaranty or any other Loan Document, specifying the nature and extent thereof and the action, if any, that such Guarantor proposes to take with respect thereto, (ii) any event, condition, or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on such Guarantor or on the ability of such Guarantor to perform its obligations under this Guaranty or any other Loan Document, and (iii) the commencement or threat of any material litigation, action, suit, proceeding, arbitration, or investigation against such Guarantor or any of its properties or assets that could reasonably be expected to have a Material Adverse Effect or that involves a claim in excess of five hundred thousand dollars ($500,000).

(d) Further Assurances. Each Guarantor will, at its own expense, execute and deliver such further instruments, documents, and agreements, and take such further actions, as Lender may from time to time reasonably request to carry out the provisions and purposes of this Guaranty and the other Loan Documents, including, without limitation, the execution and delivery of amendments, supplements, and restatements of this Guaranty and such financing statements, continuation statements, and other filings as Lender may reasonably request to perfect, protect, or maintain the Liens granted under the Security Agreement.

Section 5.2 — Negative Covenants. Each Guarantor covenants and agrees that, from and after the date hereof until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated:

(a) Fundamental Changes. No Guarantor shall merge with or into, or consolidate with, any other Person, or liquidate, wind up, or dissolve itself (or suffer any liquidation, winding up, or dissolution), or sell, transfer, lease, or otherwise dispose of all or substantially all of its assets, except as expressly permitted by the Loan Agreement, including, without limitation, mergers of wholly-owned subsidiaries into Borrower or a Guarantor where Borrower or such Guarantor, as applicable, is the surviving entity.

(b) Changes to Identity or Organizational Information. No Guarantor shall change its legal name, its jurisdiction of organization, or its organizational identification number without providing at least thirty (30) days' prior written notice to Lender, together with such information and documentation as Lender may reasonably request to maintain the perfection and priority of any Lien in favor of Lender under the Loan Documents, including, without limitation, any amendments to Uniform Commercial Code financing statements.

(c) Impairment of Guaranty. No Guarantor shall take any action, or fail to take any action, that would impair, diminish, or otherwise adversely affect the validity, enforceability, or priority of this Guaranty or the rights or remedies of Lender hereunder, including, without limitation, any action that would cause this Guaranty or any provision hereof to cease to be in full force and effect or to be or become void, voidable, or unenforceable.

ARTICLE 6 — SUBORDINATION

Section 6.1 — Subordination of Intercompany Indebtedness. Each Guarantor hereby agrees that all indebtedness of Borrower or any other Loan Party to such Guarantor (whether now existing or hereafter arising, and whether direct or indirect, absolute or contingent, matured or unmatured, secured or unsecured, liquidated or unliquidated, and howsoever evidenced, including, without limitation, intercompany loans, advances, management fees, cost allocations, dividends, distributions, and all other amounts owing on intercompany accounts) (collectively, the "Subordinated Intercompany Claims") is hereby subordinated in right of payment and priority to the prior indefeasible payment in full in cash of all Guaranteed Obligations. Such subordination shall apply to all Subordinated Intercompany Claims, whether or not evidenced by a promissory note or other instrument, and whether or not reflected on the books and records of any Loan Party.

Section 6.2 — Payment Restriction. Until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated, no Guarantor shall demand, accept, receive, collect, or retain any payment, distribution, or other transfer of property on account of any Subordinated Intercompany Claim, whether in cash or in kind, and whether by setoff, recoupment, or otherwise; provided, however, that so long as no Default or Event of Default under the Loan Agreement or this Guaranty exists and is continuing at the time of such payment and would not result therefrom, intercompany payments on account of Subordinated Intercompany Claims may be made in the ordinary course of business consistent with past practice, including, without limitation, payments for services rendered, cost allocations, and shared expense reimbursements.

Section 6.3 — Turn-Over Provision. If any Guarantor receives any payment, distribution, or other transfer on account of any Subordinated Intercompany Claim in violation of this Article 6, or if any Guarantor receives any payment, distribution, or other transfer on account of any Subordinated Intercompany Claim while a Default or Event of Default exists and is continuing, such Guarantor shall hold such payment, distribution, or transfer in trust for the benefit of Lender, segregated from such Guarantor's other funds, and shall promptly deliver the same to Lender in the form received (duly endorsed or assigned to Lender, if necessary), for application by Lender against the Guaranteed Obligations (whether or not then due) in such order and manner as Lender may determine in its sole discretion in accordance with the terms of the Loan Agreement. Until so delivered, such payment shall be held by such Guarantor as the property of Lender.

ARTICLE 7 — EVENTS OF DEFAULT AND REMEDIES

Section 7.1 — Events of Default. Any "Event of Default" as defined in and under Article X of the Loan Agreement shall constitute an Event of Default under this Guaranty, and the occurrence of any such Event of Default under the Loan Agreement shall be deemed to have the same force and effect hereunder as though such Event of Default were fully set forth herein. Additionally, each of the following shall constitute an Event of Default under this Guaranty:

(a) any representation or warranty made by any Guarantor in this Guaranty or in any certificate, report, financial statement, or other document delivered by or on behalf of any Guarantor pursuant hereto proves to have been incorrect or misleading in any material respect when made or deemed made;

(b) any Guarantor fails to perform or observe any covenant, obligation, term, or condition contained in this Guaranty, and, solely with respect to any failure to perform or observe any affirmative covenant set forth in Section 5.1 of this Guaranty (other than Section 5.1(c), for which no cure period shall apply), such failure continues unremedied for a period of thirty (30) days after the earlier of (i) written notice thereof from Lender to such Guarantor and (ii) the date on which a Responsible Officer of such Guarantor first becomes aware of such failure; provided that no cure period shall apply to any failure to perform or observe any negative covenant set forth in Section 5.2 of this Guaranty;

(c) this Guaranty or any material provision hereof, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or the indefeasible satisfaction in full of all Guaranteed Obligations, ceases to be in full force and effect, or any Guarantor or any Person acting on behalf of any Guarantor denies, contests, or challenges the validity, enforceability, or binding nature of this Guaranty or any provision hereof;

(d) any Guarantor becomes the subject of a voluntary or involuntary petition, proceeding, or case under the Bankruptcy Code (Title 11 of the United States Code) or any other federal, state, or foreign bankruptcy, insolvency, receivership, reorganization, liquidation, composition, assignment for the benefit of creditors, or similar law, or a receiver, trustee, custodian, conservator, liquidator, or similar official is appointed for or takes charge of all or any substantial part of the property of any Guarantor, or any Guarantor makes a general assignment for the benefit of its creditors, or any Guarantor is unable to or admits in writing its inability to pay its debts generally as they become due.

Section 7.2 — Remedies. Upon the occurrence and during the continuance of an Event of Default, Lender may take any or all of the following actions:

(a) declare all Guaranteed Obligations immediately due and payable and demand immediate payment from any or all Guarantors of all Guaranteed Obligations then outstanding (or, in the case of an Event of Default under Section 10.01(h) of the Loan Agreement relating to bankruptcy or insolvency, all Guaranteed Obligations shall become immediately and automatically due and payable without any demand, presentment, protest, notice of intent to accelerate, notice of acceleration, or other notice of any kind, all of which are expressly waived by each Guarantor);

(b) exercise all rights and remedies available to Lender under this Guaranty, the other Loan Documents, and applicable law, including, without limitation, the right to proceed directly against any or all Guarantors for the full amount of the Guaranteed Obligations without first proceeding against Borrower, any other Guarantor, or any Collateral;

(c) set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations at any time owing, by Lender to or for the credit or the account of any Guarantor against any and all Guaranteed Obligations, irrespective of whether or not Lender shall have made any demand under this Guaranty and although such Guaranteed Obligations may be contingent or unmatured or are owed to a branch, office, or affiliate of Lender different from the branch, office, or affiliate holding such deposit or obligation.

The rights, powers, and remedies of Lender under this Guaranty are cumulative and not exclusive of any other rights, powers, or remedies that Lender may have under any other agreement, at law, in equity, or otherwise. No failure or delay on the part of Lender in the exercise of any right, power, or remedy shall operate as a waiver thereof, and no single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

ARTICLE 8 — MISCELLANEOUS

Section 8.1 — Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) on the next business day after being sent by reputable overnight courier service (with charges prepaid), (c) on the third (3rd) business day after being sent by certified or registered United States mail, postage prepaid, return receipt requested, or (d) when transmitted by email (with confirmation of receipt by the recipient, whether by reply email, delivery receipt, or other written confirmation), in each case to the parties at the following addresses (or at such other address as a party may specify by notice given in accordance with this Section 8.1):

If to the Guarantors:

c/o Arbor Health Technologies Inc. 400 Beacon Ridge Parkway, Suite 800 Waltham, Massachusetts 02451

Attention: Gerald Fong, General Counsel & Corporate Secretary

Email: gfong@arborhealth.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006

Attention: Claudia Merritt

Email: cmerritt@calderwoodharkness.com

If to Lender:

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

Attention: Derek Calloway, Vice President, Healthcare Finance Group

Email: dcalloway@pinnacletrust.com

With a copy (which shall not constitute notice) to:

Whitfield Gage & Associates LLP 787 Seventh Avenue, 30th Floor New York, New York 10019

Attention: Catherine Whitfield

Email: cwhitfield@whitfieldgage.com

Section 8.2 — Governing Law. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. EACH PARTY HERETO AGREES THAT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS GUARANTY.

Section 8.3 — Jurisdiction; Venue. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, SUIT, OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Guarantor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 8.3 shall affect the right of Lender to serve legal process in any other manner permitted by law or to bring any action, suit, or proceeding against any Guarantor or its property in the courts of any other jurisdiction to the extent permitted by applicable law.

Section 8.4 — Waiver of Jury Trial. EACH GUARANTOR AND LENDER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.4.

Section 8.5 — Amendments; Waivers. No amendment, modification, supplement, or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by each Guarantor against which enforcement of such amendment, modification, supplement, waiver, or consent is sought and by Lender, and then such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure or delay by Lender in exercising any right, power, or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

Section 8.6 — Successors and Assigns. This Guaranty shall be binding upon each Guarantor and its respective heirs, executors, administrators, successors, and assigns, and shall inure to the benefit of Lender and its successors and permitted assigns. No Guarantor may assign or transfer any of its rights or obligations under this Guaranty without the prior written consent of Lender, and any attempted assignment or transfer without such consent shall be null and void. Lender may, without the consent of any Guarantor, assign or transfer its rights under this Guaranty, in whole or in part, in connection with any assignment or transfer of its rights and obligations under the Loan Agreement in accordance with the terms thereof, and any such assignee or transferee shall have all of the rights and remedies of Lender hereunder as if such assignee or transferee were named as "Lender" herein.

Section 8.7 — Severability. If any provision of this Guaranty is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty or invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Guarantor hereby waives any provision of law that renders any provision of this Guaranty invalid, illegal, or unenforceable in any respect. The remaining provisions of this Guaranty shall continue in full force and effect and shall be liberally construed in favor of Lender in order to carry out the intentions of the parties hereto as nearly as may be possible.

Section 8.8 — Entire Agreement. This Guaranty, together with the other Loan Documents, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, agreements, and understandings (whether oral or written) of the parties with respect to such subject matter. There are no representations, warranties, or agreements, whether express or implied, that are not set forth herein or in the other Loan Documents.

Section 8.9 — Counterparts; Electronic Execution. This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. The words "execution," "signed," "signature," and words of like import in this Guaranty shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile, email (including .pdf or any electronic signature complying with the foregoing), or other electronic means shall be effective as delivery of a manually executed counterpart of this Guaranty.

Section 8.10 — No Third-Party Beneficiaries. This Guaranty is solely for the benefit of Lender and its successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person (including, without limitation, Borrower, any creditor of Borrower, any creditor of any Guarantor, or any equity holder of Borrower or any Guarantor) any legal or equitable right, benefit, remedy, or claim under or by reason of this Guaranty.

Section 8.11 — Marshalling. Lender shall not be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Guaranteed Obligations. Each Guarantor expressly waives any right that it may have to require Lender to marshal any assets of Borrower, any Guarantor, or any other Person, or to resort to any particular asset or source of recovery, prior to enforcing Lender's rights and remedies under this Guaranty. Each Guarantor further waives any right to direct the order or manner in which any of the Collateral or any other security for the Guaranteed Obligations may be sold, disposed of, or otherwise applied.

Section 8.12 — Integration with Loan Agreement. This Guaranty is one of the "Loan Documents" as defined in the Loan Agreement. In the event of any express and direct conflict between the terms and conditions of this Guaranty and the terms and conditions of the Loan Agreement, the terms and conditions of the Loan Agreement shall govern and control; provided that the inclusion of supplemental terms, covenants, representations, warranties, or conditions in this Guaranty that are not addressed in the Loan Agreement shall not be deemed a conflict. The obligations of each Guarantor under this Guaranty are in addition to, and not in limitation or substitution of, any of such Guarantor's obligations under any other Loan Document.

[Signature Pages Follow]

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty Agreement to be duly executed and delivered by its duly authorized representative as of the date first written above.

ARBOR HEALTH HOLDINGS LLC, a Delaware limited liability company

By: ________

Name: Evan Strickland

Title: Authorized Representative

ARBOR HEALTH PLATFORM SERVICES INC., a Delaware corporation

By: ________

Name: Evan Strickland

Title: Vice President and Treasurer

Accepted and Acknowledged by:

PINNACLE TRUST BANK, N.A., a national banking association

By: ________

Name: Renata Voss

Title: Managing Director, Healthcare Finance Group

Guaranty Agreement — Signature Page

GUARANTY AGREEMENT
dated as of August 16, 2024
by
ARBOR HEALTH HOLDINGS LLC a Delaware limited liability company
and
ARBOR HEALTH PLATFORM SERVICES INC. a Delaware corporation
(collectively, the "Guarantors")
in favor of
PINNACLE TRUST BANK, N.A. a national banking association
(the "Lender")
GUARANTY AGREEMENT
This GUARANTY AGREEMENT (this "Guaranty") is made and entered into as of August 16, 2024, by and among ARBOR HEALTH HOLDINGS LLC, a Delaware limited liability company ("Holdings"), and ARBOR HEALTH PLATFORM SERVICES INC., a Delaware corporation ("Platform Services" and, together with Holdings, each a "Guarantor" and collectively, the "Guarantors"), in favor of PINNACLE TRUST BANK, N.A., a national banking association (together with its successors and assigns, the "Lender").
RECITALS
A. Arbor Health Technologies Inc., a Delaware corporation (the "Borrower"), and Lender have entered into that certain Bridge Loan Agreement dated as of August 16, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), pursuant to which Lender has agreed to extend a twenty-five million dollar ($25,000,000) senior secured bridge loan (the "Bridge Loan") to Borrower, subject to the terms and conditions set forth therein.
B. Arbor Health Holdings LLC is a Delaware limited liability company and wholly-owned direct subsidiary of Borrower that holds the equity interests in Borrower's principal operating subsidiaries, including Arbor Health Platform Services Inc., MedBridge Workflow Solutions LLC, and Cortland Surgical Systems, Inc. Arbor Health Platform Services Inc. is a Delaware corporation and wholly-owned subsidiary of Arbor Health Holdings LLC that operates Borrower's core SaaS platform and generates substantially all of Borrower's subscription revenue. Each Guarantor will derive substantial direct and indirect benefit from the extension of credit to Borrower under the Loan Agreement, inasmuch as the proceeds of the Bridge Loan will be used to fund operations and strategic initiatives that will enhance the value of each Guarantor's business and assets.
C. It is a condition precedent to the obligations of Lender to fund the Bridge Loan under Section 5.01(a) of the Loan Agreement that each of the Guarantors execute and deliver this Guaranty Agreement in favor of Lender.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms. Capitalized terms used but not otherwise defined in this Guaranty shall have the respective meanings ascribed to such terms in the Loan Agreement. In addition to the terms defined elsewhere in this Guaranty, the following terms shall have the following meanings when used herein:
"Guaranteed Obligations" means all Obligations (as defined in the Loan Agreement) of Borrower to Lender under the Loan Agreement and the other Loan Documents, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, matured or unmatured, known or unknown, including, without limitation, (a) all principal of the Bridge Loan in the amount of twenty-five million dollars ($25,000,000), (b) all interest thereon, including interest at the Applicable Rate (as defined in the Loan Agreement, being Adjusted Term SOFR plus 475 basis points, subject to a SOFR floor of 1.00%), interest at the Default Rate (being an additional 200 basis points above the Applicable Rate, i.e., Adjusted Term SOFR plus 675 basis points), and post-petition interest accruing after the commencement of any bankruptcy, insolvency, receivership, or similar proceeding to the fullest extent permitted by applicable law, whether or not such interest constitutes an allowed claim in any such proceeding, (c) all fees payable under the Loan Agreement and the other Loan Documents, including the origination fee of one hundred twenty-five thousand dollars ($125,000), (d) all costs, charges, and expenses (including reasonable and documented fees, charges, and disbursements of Lender's counsel, Whitfield Gage & Associates LLP, subject to the cap of one hundred twenty-five thousand dollars ($125,000) set forth in the Loan Agreement), (e) all indemnification obligations, and (f) all other amounts of whatever nature now or hereafter owing by Borrower to Lender under or in connection with the Loan Agreement or any other Loan Document.
"Guaranty" means this Guaranty Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Loan Agreement" means the Bridge Loan Agreement dated as of August 16, 2024, between Borrower and Lender, as amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning assigned to such term in the Loan Agreement and includes, without limitation, the Loan Agreement, this Guaranty, the Security Agreement dated as of August 16, 2024, between the Loan Parties and Lender, and all ancillary agreements, instruments, certificates, and other documents executed and delivered in connection therewith.
"Loan Party" or "Loan Parties" means, individually and collectively, the Borrower and each Guarantor.
"Subordinated Intercompany Claims" has the meaning assigned to such term in Section 6.1 of this Guaranty.
Section 1.2 — Rules of Interpretation. The rules of interpretation set forth in Section 1.02 of the Loan Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply to this Guaranty. Unless the context otherwise requires, (a) the singular includes the plural and vice versa, (b) references to "Sections" and "Articles" refer to Sections and Articles of this Guaranty, (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (d) references to any Person include such Person's successors and permitted assigns, and (e) references to any agreement or instrument shall be deemed to refer to such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time.
ARTICLE 2 — GUARANTY
Section 2.1 — Guaranty of Obligations. Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to Lender and its successors and assigns, the full and punctual payment when due (whether at stated maturity on February 16, 2026, upon acceleration pursuant to Article X of the Loan Agreement, upon mandatory prepayment, or otherwise) and performance of all Guaranteed Obligations, in each case strictly in accordance with the terms of the Loan Agreement and the other Loan Documents. Without limiting the generality of the foregoing, each Guarantor's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by Borrower to Lender under or in connection with the Loan Agreement and the other Loan Documents but for the fact that such amounts are unenforceable or not allowable due to the existence of a bankruptcy, insolvency, or similar proceeding involving Borrower. The parties acknowledge that the underlying Bridge Loan bears interest at Adjusted Term SOFR plus 475 basis points per annum (with a SOFR floor of 1.00%) and that, upon the occurrence and during the continuance of an Event of Default, the Default Rate shall apply, being an additional 200 basis points above the Applicable Rate (i.e., Adjusted Term SOFR plus 675 basis points per annum), and all such interest, whether at the Applicable Rate or the Default Rate, constitutes part of the Guaranteed Obligations hereunder.
Section 2.2 — Nature of Guaranty. This Guaranty is an absolute, unconditional, and continuing guaranty of payment and performance and not merely a guaranty of collection. Each Guarantor agrees that its obligations hereunder are primary obligations and are not conditioned upon any requirement that Lender first attempt to collect any Guaranteed Obligation from Borrower or any other Person or resort to any security or other means of obtaining payment of any Guaranteed Obligation. Lender shall not be required to pursue or exhaust any right or remedy, or to proceed against Borrower, any other Guarantor, any other Person, or any Collateral (as defined in the Security Agreement dated as of August 16, 2024, between the Loan Parties and Lender), before enforcing this Guaranty. Lender may, at its election, enforce this Guaranty against any one or more of the Guarantors without joining Borrower or any other Guarantor as a party in any suit, action, or proceeding. Each Guarantor agrees that, as between such Guarantor and Lender, the Guaranteed Obligations may be declared to be forthwith due and payable for purposes of this Guaranty, notwithstanding any stay, injunction, or other prohibition preventing such declaration as against Borrower.
Section 2.3 — Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated. This Guaranty shall not be discharged, impaired, or otherwise affected by any intervening liquidation, dissolution, winding up, or reorganization of Borrower or any Guarantor, or by any change in the corporate, limited liability company, or other organizational structure of Borrower or any Guarantor, or by any merger, consolidation, or other business combination involving Borrower or any Guarantor (except to the extent expressly permitted by the Loan Agreement), or by any other circumstance whatsoever that might otherwise constitute a legal or equitable defense available to, or a discharge of, a surety or guarantor.
Section 2.4 — Reinstatement. If at any time any payment or performance of any Guaranteed Obligation is rescinded, voided, avoided, set aside, or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor, conservator, trustee, or similar officer for Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment or performance had not been made, this Guaranty shall continue to be effective, or shall be reinstated, as the case may be, as though such payment or performance had not been made. Each Guarantor agrees that any such payment or performance that is so rescinded, avoided, or required to be restored or returned shall constitute a Guaranteed Obligation hereunder regardless of whether this Guaranty has been previously released or terminated.
Section 2.5 — Maximum Liability; Savings Clause. Notwithstanding any other provision of this Guaranty to the contrary, the obligations of each Guarantor hereunder shall be limited to the maximum amount that would not render such Guarantor's obligations hereunder void, voidable, or unenforceable under applicable law relating to fraudulent conveyance, fraudulent transfer, or any similar law (including, without limitation, Section 548 of Title 11 of the United States Code, Article 10 of the New York Debtor and Creditor Law, and any applicable state law equivalents, including the Uniform Fraudulent Transfer Act and the Uniform Voidable Transactions Act, as adopted in any applicable jurisdiction). Each Guarantor agrees that, in making any determination as to the maximum liability of such Guarantor under this Section 2.5, the assets and liabilities of such Guarantor shall be determined on a fair valuation basis, giving effect to all rights of contribution, reimbursement, and subrogation available to such Guarantor (whether arising under this Guaranty, by agreement, by law, or otherwise) following the full payment and satisfaction of all Guaranteed Obligations. Each Guarantor further agrees that this Section 2.5 is intended solely to preserve the rights of Lender hereunder to the maximum extent not subject to avoidance under applicable law and is not intended to limit or reduce the obligations of any Guarantor to any extent that would not be required by applicable law. The parties intend that the enforceability of this Guaranty shall be preserved to the fullest extent permitted by law.
ARTICLE 3 — WAIVERS
Section 3.1 — General Waivers. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law:
(a) notice of acceptance of this Guaranty by Lender and any requirement that Lender signify its acceptance hereof;
(b) notice of any extension of credit to Borrower or the creation, existence, or acquisition of any Guaranteed Obligation, or of the amount of the Guaranteed Obligations outstanding at any time;
(c) presentment, demand for payment, notice of dishonor, protest, and all other notices whatsoever with respect to the Guaranteed Obligations, including, without limitation, notice of any default or failure of performance by Borrower;
(d) any right to require Lender to (i) proceed against Borrower or any other Person, (ii) proceed against or exhaust any security (including, without limitation, the Collateral pledged under the Security Agreement or any other collateral at any time held by Lender for the Guaranteed Obligations), or (iii) pursue any other remedy in Lender's power whatsoever before proceeding against any Guarantor under this Guaranty;
(e) any defense arising by reason of any disability, lack of authority, lack of capacity, or other defense of Borrower, or by reason of the cessation from any cause whatsoever of the liability of Borrower for any Guaranteed Obligation, including, without limitation, any defense based on the failure of Lender to file or enforce a claim against Borrower or the estate of Borrower in any bankruptcy, insolvency, reorganization, or similar proceeding;
(f) any defense based on any act or omission of Lender that directly or indirectly results in or contributes to the discharge, release, or impairment of Borrower or any Guaranteed Obligation, or the discharge, release, impairment, or diminution in value of the Collateral or any other security for the Guaranteed Obligations, by operation of law or otherwise;
(g) any defense based on suretyship, impairment of collateral, or impairment of recourse, including, without limitation, any defense available under Sections 3-605 and 3-419 of the Uniform Commercial Code as adopted in any applicable jurisdiction;
(h) all rights under any statute of limitations affecting the liability of any Guarantor hereunder or the enforcement of this Guaranty, to the extent such waiver is permitted by applicable law;
(i) any defense based on the absence or inadequacy of consideration for this Guaranty, each Guarantor hereby acknowledging that it has received and will receive substantial direct and indirect benefit from the transactions contemplated by the Loan Agreement, which benefit constitutes adequate and sufficient consideration for this Guaranty;
(j) the benefit of any and all statutes, laws, rules, and regulations applicable to guarantors and sureties, including, without limitation, Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, and 2850 of the California Civil Code (or any analogous or successor provisions thereto), and any similar provisions under the laws of any other applicable jurisdiction, in each case to the extent that such provisions may be lawfully waived.
Section 3.2 — Waivers Relating to Modifications. Each Guarantor consents and agrees that Lender may, at any time and from time to time, without notice to or further assent from any Guarantor, and without in any way affecting, impairing, releasing, or discharging the obligations of any Guarantor hereunder:
(a) renew, extend, accelerate, increase, or otherwise change the time, place, manner, amount, or terms of payment or performance of any or all of the Guaranteed Obligations, including, without limitation, any increase in the principal amount of the Bridge Loan, any change in the interest rate or the method of calculating the interest rate, any extension or shortening of the maturity date of February 16, 2026, or any change in the Default Rate;
(b) settle, compromise, release, or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any or all of the Guaranteed Obligations or any agreement relating thereto, or any collateral or security therefor;
(c) request and accept additional guarantees of the Guaranteed Obligations and take and hold additional security for any or all of the Guaranteed Obligations, and exchange, enforce, waive, subordinate, fail or decline to perfect, or release any such guarantees or security;
(d) apply any security and direct the order or manner of sale thereof, including, without limitation, any non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its sole and absolute discretion may determine, consistent with the applicable provisions of the Security Agreement and other Loan Documents;
(e) release or substitute any one or more endorsers, guarantors, co-signers, or other obligors with respect to any or all of the Guaranteed Obligations;
(f) amend, supplement, restate, or otherwise modify the Loan Agreement or any other Loan Document in any manner and to any extent, including, without limitation, any amendments that increase the principal amount of the Bridge Loan, extend the maturity date, increase the interest rate, or modify any covenant, representation, warranty, or event of default set forth therein.
Section 3.3 — Waiver of Subrogation, Contribution, and Reimbursement. Until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash, the commitments of Lender under the Loan Agreement have been irrevocably terminated, and this Guaranty has been released and terminated in accordance with its terms, each Guarantor hereby irrevocably waives any and all rights that it may have or hereafter acquire, whether arising by contract, by statute, at law, in equity, or otherwise:
(a) any right of subrogation, whether contractual, arising under Section 509 of Title 11 of the United States Code, or otherwise, to any of the rights or claims of Lender against Borrower or any other Guarantor;
(b) any right of contribution against any other Guarantor, whether arising under applicable law, by agreement, or otherwise;
(c) any right of reimbursement or indemnity against Borrower or any other Guarantor for any payments made by such Guarantor under this Guaranty or otherwise on account of the Guaranteed Obligations;
(d) any right to enforce any remedy that Lender now has or may hereafter have against Borrower or any other Guarantor, or to participate in any security now or hereafter held by Lender for the Guaranteed Obligations; and
(e) any benefit of, and any right to participate in, any security or collateral given to or for the benefit of Lender to secure payment of the Guaranteed Obligations, or any part thereof, whether now or hereafter held by Lender.
If, notwithstanding the foregoing waivers, any amount shall be paid to any Guarantor on account of any subrogation, contribution, reimbursement, indemnity, or similar right at any time when all Guaranteed Obligations shall not have been indefeasibly paid and performed in full in cash, such amount shall be held in trust for the benefit of Lender and shall be forthwith paid to Lender to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Agreement.
ARTICLE 4 — REPRESENTATIONS AND WARRANTIES
Section 4.1 — Representations and Warranties of Each Guarantor. Each Guarantor represents and warrants to Lender as of the date hereof and as of the date of the funding of the Bridge Loan under the Loan Agreement:
(a) Organization and Good Standing.
(i) Arbor Health Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its employer identification number (EIN) is 88-4271835, and its Delaware Secretary of State File Number is 7301482.
(ii) Arbor Health Platform Services Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its employer identification number (EIN) is 92-1058467, and its Delaware Secretary of State File Number is 7318905.
(iii) Each Guarantor is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Loan Agreement).
(b) Power and Authority. Each Guarantor has full limited liability company or corporate power and authority, as applicable, to execute, deliver, and perform its obligations under this Guaranty and each other Loan Document to which it is or will be a party. Each Guarantor has full limited liability company or corporate power and authority, as applicable, to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted.
(c) Due Authorization. The execution, delivery, and performance by each Guarantor of this Guaranty and each other Loan Document to which such Guarantor is a party have been duly authorized by all necessary limited liability company or corporate action, as applicable, on the part of such Guarantor, including:
(i) For Arbor Health Holdings LLC: written resolutions and consent of its sole member, Arbor Health Technologies Inc., duly adopted on August 2, 2024, authorizing the execution and delivery of this Guaranty and the other Loan Documents and the performance of all obligations of Holdings hereunder and thereunder, true and complete copies of which have been delivered to Lender.
(ii) For Arbor Health Platform Services Inc.: resolutions of its Board of Directors duly adopted at a meeting held on August 2, 2024, authorizing the execution and delivery of this Guaranty and the other Loan Documents and the performance of all obligations of Platform Services hereunder and thereunder, true and complete copies of which have been delivered to Lender.
No further action, vote, consent, or approval is required under any Guarantor's certificate of formation, limited liability company agreement, certificate of incorporation, bylaws, or other organizational documents, or under applicable law, for the execution, delivery, and performance by such Guarantor of this Guaranty and the other Loan Documents.
(d) Enforceability. This Guaranty constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against such Guarantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and other similar laws of general applicability now or hereafter in effect relating to or affecting creditors' rights generally and (ii) general principles of equity (whether considered in a proceeding at law or in equity), including concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies regardless of the adequacy of any legal remedy.
(e) No Conflict. The execution, delivery, and performance by each Guarantor of this Guaranty do not and will not:
(i) violate, contravene, or conflict with the certificate of formation, limited liability company agreement, certificate of incorporation, bylaws, or other organizational documents of such Guarantor;
(ii) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to such Guarantor or any of its properties or assets;
(iii) result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration of any obligation under, or result in a loss of a material benefit under, any material contract, agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, or other instrument to which such Guarantor is a party or by which any of its properties or assets may be bound or affected; or
(iv) result in the creation or imposition of any Lien (as defined in the Loan Agreement) on any property or asset of such Guarantor, other than Liens created by or pursuant to the Loan Documents in favor of Lender.
(f) No Consent Required. No consent, approval, authorization, or order of, or filing, registration, or qualification with, any court, governmental authority, regulatory body, or any third party is required for the valid execution, delivery, or performance by any Guarantor of this Guaranty or any other Loan Document to which such Guarantor is a party, other than (i) filings of Uniform Commercial Code financing statements with the Delaware Secretary of State and such other jurisdictions as may be required under the Security Agreement, (ii) filings with the United States Patent and Trademark Office in connection with the recordation of security interests in patents, trademarks, and patent and trademark applications as contemplated by the Security Agreement, and (iii) filings with the United States Copyright Office in connection with the recordation of security interests in copyrights as contemplated by the Security Agreement, in each case to the extent required by the Security Agreement.
(g) Financial Benefit. Each Guarantor acknowledges and agrees that it will derive substantial direct and indirect benefit from the extension of credit to Borrower under the Loan Agreement and from the transactions contemplated thereby. The Bridge Loan proceeds will be used, among other things, to fund operations and strategic initiatives of Borrower and its subsidiaries (including the Guarantors), and the financial well-being and continued viability of each Guarantor is directly dependent upon the financial well-being and continued viability of Borrower and the consolidated enterprise. Each Guarantor further acknowledges and agrees that this Guaranty is given in consideration of such benefit and of Lender's agreement to make the Bridge Loan available to Borrower, and that the consideration received by each Guarantor in connection herewith is fair and adequate.
(h) Solvency. After giving effect to this Guaranty and the transactions contemplated by the Loan Agreement, including the incurrence of all Guaranteed Obligations and the granting of all Liens under the Loan Documents, each Guarantor:
(i) has assets with a fair saleable value in excess of the amount required to pay its probable liabilities on its existing debts (including contingent liabilities hereunder) as they become absolute and matured;
(ii) is able to pay its debts and obligations in the ordinary course as they mature and become due; and
(iii) has adequate capital to carry on its business and all businesses in which it is about to engage.
No Guarantor intends to, and no Guarantor believes that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature. No Guarantor is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency law or the liquidation of all or a major portion of its assets or property, and no Guarantor has knowledge of any Person contemplating the filing of any such petition against it.
(i) Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to such Guarantor's knowledge after reasonable inquiry, threatened in writing against or affecting such Guarantor before any court, arbitrator, or governmental authority that (i) could reasonably be expected to have a Material Adverse Effect on such Guarantor or on the ability of such Guarantor to perform its obligations under this Guaranty or any other Loan Document, or (ii) challenges the validity or enforceability of this Guaranty or any other Loan Document, or any action taken or to be taken in connection herewith or therewith.
(j) Compliance with Laws. Each Guarantor is in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, judgments, and decrees of any governmental authority, including, without limitation, all healthcare regulatory requirements applicable to its operations, including the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), applicable state privacy, security, and breach notification laws, regulations and guidance issued by the U.S. Department of Health and Human Services, and conditions of participation established by the Centers for Medicare & Medicaid Services ("CMS"), in each case to the extent applicable to the operations of such Guarantor.
(k) Ownership Structure.
(i) Arbor Health Holdings LLC is a direct wholly-owned subsidiary of Arbor Health Technologies Inc. (the Borrower). One hundred percent (100%) of the issued and outstanding limited liability company membership interests in Holdings are held by Borrower, free and clear of all Liens other than Liens created by the Loan Documents.
(ii) Arbor Health Platform Services Inc. is a direct wholly-owned subsidiary of Arbor Health Holdings LLC. One hundred percent (100%) of the issued and outstanding shares of capital stock of Platform Services are held by Holdings, free and clear of all Liens other than Liens created by the Loan Documents.
(iii) Arbor Health Holdings LLC holds all of the equity interests in the following operating subsidiaries of Borrower: (A) Arbor Health Platform Services Inc., (B) MedBridge Workflow Solutions LLC, a Delaware limited liability company, and (C) Cortland Surgical Systems, Inc., a Delaware corporation.
(l) Principal Office. The chief executive office and principal place of business of each Guarantor is located at 400 Beacon Ridge Parkway, Suite 800, Waltham, Massachusetts 02451. Each Guarantor's books and records are maintained at such location.
ARTICLE 5 — COVENANTS
Section 5.1 — Affirmative Covenants. Each Guarantor covenants and agrees that, from and after the date hereof until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated:
(a) Maintenance of Existence and Good Standing. Each Guarantor will maintain its existence as a limited liability company or corporation, as applicable, and its good standing under the laws of its jurisdiction of organization (the State of Delaware), and will maintain its qualification to do business and good standing in each other jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to maintain such qualification could not reasonably be expected to have a Material Adverse Effect.
(b) Compliance with Laws. Each Guarantor will comply in all material respects with all applicable laws, statutes, rules, regulations, and orders of any governmental authority, including, without limitation, all healthcare regulatory requirements applicable to its operations, including HIPAA, HITECH, applicable state privacy and security laws, and CMS conditions of participation, in each case to the extent applicable to the operations of such Guarantor.
(c) Notification of Defaults and Material Events. Each Guarantor will promptly, and in any event within five (5) business days after a Responsible Officer (as defined in the Loan Agreement) of such Guarantor obtains knowledge thereof, notify Lender in writing of (i) any Default or Event of Default under this Guaranty or any other Loan Document, specifying the nature and extent thereof and the action, if any, that such Guarantor proposes to take with respect thereto, (ii) any event, condition, or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on such Guarantor or on the ability of such Guarantor to perform its obligations under this Guaranty or any other Loan Document, and (iii) the commencement or threat of any material litigation, action, suit, proceeding, arbitration, or investigation against such Guarantor or any of its properties or assets that could reasonably be expected to have a Material Adverse Effect or that involves a claim in excess of five hundred thousand dollars ($500,000).
(d) Further Assurances. Each Guarantor will, at its own expense, execute and deliver such further instruments, documents, and agreements, and take such further actions, as Lender may from time to time reasonably request to carry out the provisions and purposes of this Guaranty and the other Loan Documents, including, without limitation, the execution and delivery of amendments, supplements, and restatements of this Guaranty and such financing statements, continuation statements, and other filings as Lender may reasonably request to perfect, protect, or maintain the Liens granted under the Security Agreement.
Section 5.2 — Negative Covenants. Each Guarantor covenants and agrees that, from and after the date hereof until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated:
(a) Fundamental Changes. No Guarantor shall merge with or into, or consolidate with, any other Person, or liquidate, wind up, or dissolve itself (or suffer any liquidation, winding up, or dissolution), or sell, transfer, lease, or otherwise dispose of all or substantially all of its assets, except as expressly permitted by the Loan Agreement, including, without limitation, mergers of wholly-owned subsidiaries into Borrower or a Guarantor where Borrower or such Guarantor, as applicable, is the surviving entity.
(b) Changes to Identity or Organizational Information. No Guarantor shall change its legal name, its jurisdiction of organization, or its organizational identification number without providing at least thirty (30) days' prior written notice to Lender, together with such information and documentation as Lender may reasonably request to maintain the perfection and priority of any Lien in favor of Lender under the Loan Documents, including, without limitation, any amendments to Uniform Commercial Code financing statements.
(c) Impairment of Guaranty. No Guarantor shall take any action, or fail to take any action, that would impair, diminish, or otherwise adversely affect the validity, enforceability, or priority of this Guaranty or the rights or remedies of Lender hereunder, including, without limitation, any action that would cause this Guaranty or any provision hereof to cease to be in full force and effect or to be or become void, voidable, or unenforceable.
ARTICLE 6 — SUBORDINATION
Section 6.1 — Subordination of Intercompany Indebtedness. Each Guarantor hereby agrees that all indebtedness of Borrower or any other Loan Party to such Guarantor (whether now existing or hereafter arising, and whether direct or indirect, absolute or contingent, matured or unmatured, secured or unsecured, liquidated or unliquidated, and howsoever evidenced, including, without limitation, intercompany loans, advances, management fees, cost allocations, dividends, distributions, and all other amounts owing on intercompany accounts) (collectively, the "Subordinated Intercompany Claims") is hereby subordinated in right of payment and priority to the prior indefeasible payment in full in cash of all Guaranteed Obligations. Such subordination shall apply to all Subordinated Intercompany Claims, whether or not evidenced by a promissory note or other instrument, and whether or not reflected on the books and records of any Loan Party.
Section 6.2 — Payment Restriction. Until all Guaranteed Obligations have been indefeasibly paid and performed in full in cash and the commitments of Lender under the Loan Agreement have been irrevocably terminated, no Guarantor shall demand, accept, receive, collect, or retain any payment, distribution, or other transfer of property on account of any Subordinated Intercompany Claim, whether in cash or in kind, and whether by setoff, recoupment, or otherwise; provided, however, that so long as no Default or Event of Default under the Loan Agreement or this Guaranty exists and is continuing at the time of such payment and would not result therefrom, intercompany payments on account of Subordinated Intercompany Claims may be made in the ordinary course of business consistent with past practice, including, without limitation, payments for services rendered, cost allocations, and shared expense reimbursements.
Section 6.3 — Turn-Over Provision. If any Guarantor receives any payment, distribution, or other transfer on account of any Subordinated Intercompany Claim in violation of this Article 6, or if any Guarantor receives any payment, distribution, or other transfer on account of any Subordinated Intercompany Claim while a Default or Event of Default exists and is continuing, such Guarantor shall hold such payment, distribution, or transfer in trust for the benefit of Lender, segregated from such Guarantor's other funds, and shall promptly deliver the same to Lender in the form received (duly endorsed or assigned to Lender, if necessary), for application by Lender against the Guaranteed Obligations (whether or not then due) in such order and manner as Lender may determine in its sole discretion in accordance with the terms of the Loan Agreement. Until so delivered, such payment shall be held by such Guarantor as the property of Lender.
ARTICLE 7 — EVENTS OF DEFAULT AND REMEDIES
Section 7.1 — Events of Default. Any "Event of Default" as defined in and under Article X of the Loan Agreement shall constitute an Event of Default under this Guaranty, and the occurrence of any such Event of Default under the Loan Agreement shall be deemed to have the same force and effect hereunder as though such Event of Default were fully set forth herein. Additionally, each of the following shall constitute an Event of Default under this Guaranty:
(a) any representation or warranty made by any Guarantor in this Guaranty or in any certificate, report, financial statement, or other document delivered by or on behalf of any Guarantor pursuant hereto proves to have been incorrect or misleading in any material respect when made or deemed made;
(b) any Guarantor fails to perform or observe any covenant, obligation, term, or condition contained in this Guaranty, and, solely with respect to any failure to perform or observe any affirmative covenant set forth in Section 5.1 of this Guaranty (other than Section 5.1(c), for which no cure period shall apply), such failure continues unremedied for a period of thirty (30) days after the earlier of (i) written notice thereof from Lender to such Guarantor and (ii) the date on which a Responsible Officer of such Guarantor first becomes aware of such failure; provided that no cure period shall apply to any failure to perform or observe any negative covenant set forth in Section 5.2 of this Guaranty;
(c) this Guaranty or any material provision hereof, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or the indefeasible satisfaction in full of all Guaranteed Obligations, ceases to be in full force and effect, or any Guarantor or any Person acting on behalf of any Guarantor denies, contests, or challenges the validity, enforceability, or binding nature of this Guaranty or any provision hereof;
(d) any Guarantor becomes the subject of a voluntary or involuntary petition, proceeding, or case under the Bankruptcy Code (Title 11 of the United States Code) or any other federal, state, or foreign bankruptcy, insolvency, receivership, reorganization, liquidation, composition, assignment for the benefit of creditors, or similar law, or a receiver, trustee, custodian, conservator, liquidator, or similar official is appointed for or takes charge of all or any substantial part of the property of any Guarantor, or any Guarantor makes a general assignment for the benefit of its creditors, or any Guarantor is unable to or admits in writing its inability to pay its debts generally as they become due.
Section 7.2 — Remedies. Upon the occurrence and during the continuance of an Event of Default, Lender may take any or all of the following actions:
(a) declare all Guaranteed Obligations immediately due and payable and demand immediate payment from any or all Guarantors of all Guaranteed Obligations then outstanding (or, in the case of an Event of Default under Section 10.01(h) of the Loan Agreement relating to bankruptcy or insolvency, all Guaranteed Obligations shall become immediately and automatically due and payable without any demand, presentment, protest, notice of intent to accelerate, notice of acceleration, or other notice of any kind, all of which are expressly waived by each Guarantor);
(b) exercise all rights and remedies available to Lender under this Guaranty, the other Loan Documents, and applicable law, including, without limitation, the right to proceed directly against any or all Guarantors for the full amount of the Guaranteed Obligations without first proceeding against Borrower, any other Guarantor, or any Collateral;
(c) set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations at any time owing, by Lender to or for the credit or the account of any Guarantor against any and all Guaranteed Obligations, irrespective of whether or not Lender shall have made any demand under this Guaranty and although such Guaranteed Obligations may be contingent or unmatured or are owed to a branch, office, or affiliate of Lender different from the branch, office, or affiliate holding such deposit or obligation.
The rights, powers, and remedies of Lender under this Guaranty are cumulative and not exclusive of any other rights, powers, or remedies that Lender may have under any other agreement, at law, in equity, or otherwise. No failure or delay on the part of Lender in the exercise of any right, power, or remedy shall operate as a waiver thereof, and no single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
ARTICLE 8 — MISCELLANEOUS
Section 8.1 — Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) on the next business day after being sent by reputable overnight courier service (with charges prepaid), (c) on the third (3rd) business day after being sent by certified or registered United States mail, postage prepaid, return receipt requested, or (d) when transmitted by email (with confirmation of receipt by the recipient, whether by reply email, delivery receipt, or other written confirmation), in each case to the parties at the following addresses (or at such other address as a party may specify by notice given in accordance with this Section 8.1):
If to the Guarantors:
c/o Arbor Health Technologies Inc. 400 Beacon Ridge Parkway, Suite 800 Waltham, Massachusetts 02451
Attention: Gerald Fong, General Counsel & Corporate Secretary
Email: gfong@arborhealth.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006
Attention: Claudia Merritt
Email: cmerritt@calderwoodharkness.com
If to Lender:
Pinnacle Trust Bank, N.A. 600 Lexington Avenue, 22nd Floor New York, New York 10022
Attention: Derek Calloway, Vice President, Healthcare Finance Group
Email: dcalloway@pinnacletrust.com
With a copy (which shall not constitute notice) to:
Whitfield Gage & Associates LLP 787 Seventh Avenue, 30th Floor New York, New York 10019
Attention: Catherine Whitfield
Email: cwhitfield@whitfieldgage.com
Section 8.2 — Governing Law. THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. EACH PARTY HERETO AGREES THAT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS GUARANTY.
Section 8.3 — Jurisdiction; Venue. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, SUIT, OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. Each Guarantor irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Each Guarantor agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 8.3 shall affect the right of Lender to serve legal process in any other manner permitted by law or to bring any action, suit, or proceeding against any Guarantor or its property in the courts of any other jurisdiction to the extent permitted by applicable law.
Section 8.4 — Waiver of Jury Trial. EACH GUARANTOR AND LENDER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.4.
Section 8.5 — Amendments; Waivers. No amendment, modification, supplement, or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by each Guarantor against which enforcement of such amendment, modification, supplement, waiver, or consent is sought and by Lender, and then such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure or delay by Lender in exercising any right, power, or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
Section 8.6 — Successors and Assigns. This Guaranty shall be binding upon each Guarantor and its respective heirs, executors, administrators, successors, and assigns, and shall inure to the benefit of Lender and its successors and permitted assigns. No Guarantor may assign or transfer any of its rights or obligations under this Guaranty without the prior written consent of Lender, and any attempted assignment or transfer without such consent shall be null and void. Lender may, without the consent of any Guarantor, assign or transfer its rights under this Guaranty, in whole or in part, in connection with any assignment or transfer of its rights and obligations under the Loan Agreement in accordance with the terms thereof, and any such assignee or transferee shall have all of the rights and remedies of Lender hereunder as if such assignee or transferee were named as "Lender" herein.
Section 8.7 — Severability. If any provision of this Guaranty is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty or invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Guarantor hereby waives any provision of law that renders any provision of this Guaranty invalid, illegal, or unenforceable in any respect. The remaining provisions of this Guaranty shall continue in full force and effect and shall be liberally construed in favor of Lender in order to carry out the intentions of the parties hereto as nearly as may be possible.
Section 8.8 — Entire Agreement. This Guaranty, together with the other Loan Documents, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, agreements, and understandings (whether oral or written) of the parties with respect to such subject matter. There are no representations, warranties, or agreements, whether express or implied, that are not set forth herein or in the other Loan Documents.
Section 8.9 — Counterparts; Electronic Execution. This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. The words "execution," "signed," "signature," and words of like import in this Guaranty shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile, email (including .pdf or any electronic signature complying with the foregoing), or other electronic means shall be effective as delivery of a manually executed counterpart of this Guaranty.
Section 8.10 — No Third-Party Beneficiaries. This Guaranty is solely for the benefit of Lender and its successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person (including, without limitation, Borrower, any creditor of Borrower, any creditor of any Guarantor, or any equity holder of Borrower or any Guarantor) any legal or equitable right, benefit, remedy, or claim under or by reason of this Guaranty.
Section 8.11 — Marshalling. Lender shall not be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Guaranteed Obligations. Each Guarantor expressly waives any right that it may have to require Lender to marshal any assets of Borrower, any Guarantor, or any other Person, or to resort to any particular asset or source of recovery, prior to enforcing Lender's rights and remedies under this Guaranty. Each Guarantor further waives any right to direct the order or manner in which any of the Collateral or any other security for the Guaranteed Obligations may be sold, disposed of, or otherwise applied.
Section 8.12 — Integration with Loan Agreement. This Guaranty is one of the "Loan Documents" as defined in the Loan Agreement. In the event of any express and direct conflict between the terms and conditions of this Guaranty and the terms and conditions of the Loan Agreement, the terms and conditions of the Loan Agreement shall govern and control; provided that the inclusion of supplemental terms, covenants, representations, warranties, or conditions in this Guaranty that are not addressed in the Loan Agreement shall not be deemed a conflict. The obligations of each Guarantor under this Guaranty are in addition to, and not in limitation or substitution of, any of such Guarantor's obligations under any other Loan Document.
[Signature Pages Follow]
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty Agreement to be duly executed and delivered by its duly authorized representative as of the date first written above.
ARBOR HEALTH HOLDINGS LLC, a Delaware limited liability company
By: ________
Name: Evan Strickland
Title: Authorized Representative
ARBOR HEALTH PLATFORM SERVICES INC., a Delaware corporation
By: ________
Name: Evan Strickland
Title: Vice President and Treasurer
Accepted and Acknowledged by:
PINNACLE TRUST BANK, N.A., a national banking association
By: ________
Name: Renata Voss
Title: Managing Director, Healthcare Finance Group
Guaranty Agreement — Signature Page

GUARANTY AGREEMENT

GUARANTY AGREEMENT

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