1010-00002 · Client 1010 · Closing

cross-receipt-base-closing.docx DOCUMENT Capital Markets

3 / 83 ← → ✕

CROSS-RECEIPT

Base Offering Closing

February 13, 2024

This Cross-Receipt (this "Cross-Receipt") is entered into as of February 13, 2024, with reference to that certain Underwriting Agreement, dated as of February 8, 2024 (the "Underwriting Agreement"), by and among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and Whitfield Barrow & Co., LLC, as representative (the "Representative") of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.

RECITALS

WHEREAS, the Company filed a Registration Statement on Form S-1 (File No. 333-276841) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement was declared effective by the SEC on February 8, 2024, relating to the public offering of shares of common stock of the Company, par value $0.001 per share (the "Common Stock");

WHEREAS, the final prospectus dated February 8, 2024, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on February 9, 2024 (the "Prospectus"), relates to the offering and sale of 20,000,000 shares of Common Stock at a public offering price of $20.00 per share (the "Offering");

WHEREAS, pursuant to the Underwriting Agreement, the Company agreed to issue and sell to the several Underwriters, and the several Underwriters severally agreed to purchase from the Company, 20,000,000 shares of Common Stock (the "Firm Shares") at a purchase price of $18.80 per share (representing the public offering price of $20.00 per share less the underwriting discount of $1.20 per share);

WHEREAS, the aggregate purchase price for the Firm Shares is $376,000,000 (being the product of 20,000,000 shares multiplied by the purchase price of $18.80 per share), which amount represents the gross proceeds of $400,000,000 less the aggregate underwriting discount of $24,000,000 (representing 6.0% of the aggregate public offering price); and

WHEREAS, the closing of the purchase and sale of the Firm Shares (the "Closing") is taking place on the date hereof (the "Closing Date") at the offices of Calderwood & Harkness LLP, 125 Broad Street, New York, New York 10004.

NOW, THEREFORE, the Company and the Representative, on behalf of the several Underwriters, hereby acknowledge and confirm as follows:

SECTION 1. RECEIPT BY THE COMPANY

Arbor Health Technologies Inc. hereby acknowledges receipt from the several Underwriters, acting through Whitfield Barrow & Co., LLC, as Representative, of aggregate funds in the amount of $376,000,000 (Three Hundred Seventy-Six Million Dollars) by wire transfer of immediately available funds in United States dollars to the account designated by the Company in writing to the Representative prior to the Closing Date.

Such amount represents payment in full of the aggregate purchase price for 20,000,000 Firm Shares at a purchase price of $18.80 per share (the public offering price of $20.00 per share less the underwriting discount of $1.20 per share), in accordance with Section 2 of the Underwriting Agreement.

The aggregate purchase price has been funded by the several Underwriters in accordance with their respective underwriting commitments as set forth in Schedule I to the Underwriting Agreement. The breakdown of each Underwriter's commitment, corresponding share allocation, and payment amount is as follows:

The Company confirms that the wire transfer of the aggregate purchase price has been received in full, in immediately available funds, and that no portion of such payment remains outstanding as of the date and time of execution of this Cross-Receipt.

SECTION 2. RECEIPT BY THE REPRESENTATIVE ON BEHALF OF THE UNDERWRITERS

Whitfield Barrow & Co., LLC, as Representative of the several Underwriters, hereby acknowledges receipt from the Company of 20,000,000 Firm Shares of Common Stock, par value $0.001 per share, of Arbor Health Technologies Inc. (CUSIP No. 039217105; NYSE ticker symbol: ARHT).

The Firm Shares have been delivered in book-entry form through the facilities of The Depository Trust Company ("DTC") to the respective DTC participant accounts of the several Underwriters, as designated by the Representative in writing to the Company and its transfer agent prior to the Closing Date. Continental Share Services, Inc., acting as transfer agent and registrar for the Common Stock, has effectuated the transfer and issuance of the Firm Shares on the stock ledger of the Company as of the Closing Date, and the Firm Shares have been duly registered in the name of Cede & Co., as nominee of DTC, for the benefit of the Underwriters and their respective customers.

The allocation of the Firm Shares delivered to the account of each Underwriter through DTC is as follows:

The Representative confirms, on behalf of each of the several Underwriters, that the aggregate number of Firm Shares set forth above has been received in full through the facilities of DTC, that such shares have been credited to the DTC participant accounts of the respective Underwriters in the amounts indicated, and that no Firm Shares remain undelivered as of the date and time of execution of this Cross-Receipt.

SECTION 3. CONFIRMATION OF TERMS

The delivery of the Firm Shares by the Company and the payment of the aggregate purchase price by the several Underwriters, each as described in this Cross-Receipt, have been made pursuant to, and in accordance with, the terms and conditions of the Underwriting Agreement dated February 8, 2024. The parties hereby confirm the following economic terms of the Offering as applied to the Firm Shares:

(a) Public Offering Price: $20.00 per share.

(b) Underwriting discount: $1.20 per share, representing 6.0% of the public offering price per share.

(c) Purchase Price to the Company: $18.80 per share (the public offering price of $20.00 per share less the underwriting discount of $1.20 per share).

(d) Total Aggregate Underwriting discount (Base Offering): $24,000,000 (being 20,000,000 Firm Shares multiplied by the underwriting discount of $1.20 per share).

(e) Total Aggregate Purchase Price (Base Offering): $376,000,000 (being 20,000,000 Firm Shares multiplied by the purchase price of $18.80 per share).

This Cross-Receipt relates solely to the Firm Shares and does not cover or evidence the delivery of, or payment for, any Option Shares (as defined in the Underwriting Agreement). Pursuant to the Underwriting Agreement, the Company has granted to the several Underwriters an option to purchase up to 3,000,000 additional shares of Common Stock (the "Option Shares") at the purchase price of $18.80 per share (before deducting expenses), solely for the purpose of covering overallotments, if any. Such overallotment option may be exercised in whole or in part at any time and from time to time within 30 days from the date of the Prospectus. In the event that the overallotment option is exercised, a separate cross-receipt or additional cross-receipt will be executed and delivered in connection with the closing of the purchase and sale of such Option Shares.

SECTION 4. POST-CLOSING CAPITALIZATION ACKNOWLEDGMENT

Following the issuance of the 20,000,000 Firm Shares on the Closing Date, the Company has 100,000,000 shares of Common Stock issued and outstanding, consisting of (i) 80,000,000 shares of Common Stock outstanding immediately prior to the Closing (the "Pre-IPO Shares") and (ii) the 20,000,000 Firm Shares issued and sold on the Closing Date pursuant to the Underwriting Agreement and as evidenced by this Cross-Receipt. The foregoing share count is subject to adjustment upon any exercise of the overallotment option described in Section 3 above.

For informational purposes, if the overallotment option is exercised in full for 3,000,000 additional Option Shares, the total number of shares of Common Stock issued and outstanding following such exercise would be 103,000,000 shares. This statement is provided for reference only and does not constitute a representation or warranty regarding the Company's capitalization, which is set forth in the Registration Statement and the Prospectus and is subject to the representations and warranties contained in the Underwriting Agreement.

SECTION 5. NO FURTHER OBLIGATIONS; PRESERVATION OF RIGHTS

This Cross-Receipt is delivered solely as evidence of the Closing and the delivery and receipt of the Firm Shares and the aggregate purchase price therefor. Nothing contained in this Cross-Receipt is intended to, or shall be construed to, modify, amend, supplement, or supersede any provision of the Underwriting Agreement or any other agreement, certificate, or instrument delivered in connection with the Closing.

The delivery and acceptance of this Cross-Receipt shall not constitute a waiver by either the Company or any Underwriter of any right, power, or remedy under the Underwriting Agreement, the Securities Act, the Securities Exchange Act of 1934, as amended, or any other applicable law, rule, or regulation, whether at law, in equity, or otherwise. All representations, warranties, covenants, agreements, indemnification obligations, contribution provisions, and other terms and conditions of the Underwriting Agreement shall remain in full force and effect in accordance with their respective terms and shall survive the Closing and the delivery of this Cross-Receipt to the extent provided in the Underwriting Agreement.

SECTION 6. GOVERNING LAW

This Cross-Receipt shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provisions set forth in the Underwriting Agreement.

SECTION 7. COUNTERPARTS

This Cross-Receipt may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Cross-Receipt by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be effective as delivery of a manually executed counterpart of this Cross-Receipt.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Cross-Receipt to be duly executed and delivered as of the date first written above.

THE COMPANY:.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Dr. Nathaniel Rourke

Title: Chairman and Chief Executive Officer

Date: February 13, 2024

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: David Halderman

Title: Chief Financial Officer

Date: February 13, 2024

Address for the Company:

Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142

THE REPRESENTATIVE (ON BEHALF OF THE SEVERAL UNDERWRITERS):

WHITFIELD BARROW & CO., LLC as Representative of the several Underwriters named in the Underwriting Agreement

By: ________

Name: Jonathan Pritchett

Title: Managing Director, Equity Capital Markets

Date: February 13, 2024

Address for the Representative:

Whitfield Barrow & Co., LLC 383 Madison Avenue New York, New York 10179

Dated as of February 13, 2024

Executed and delivered at the offices of Calderwood & Harkness LLP 125 Broad Street New York, New York 10004

Underwriter	Number of Firm Shares	Percentage of Base Offering	Aggregate Purchase Price
Whitfield Barrow & Co., LLC	10,000,000	50.0%	$188,000,000
Calloway Pierce Securities LLC	6,000,000	30.0%	$112,800,000
Velthorn Capital Partners Inc.	2,400,000	12.0%	$45,120,000
Pemberton Wallis LLC	1,600,000	8.0%	$30,080,000
Total	20,000,000	100.0%	$376,000,000
Underwriter	Number of Firm Shares Delivered
Whitfield Barrow & Co., LLC	10,000,000
Calloway Pierce Securities LLC	6,000,000
Velthorn Capital Partners Inc.	2,400,000
Pemberton Wallis LLC	1,600,000
Total	20,000,000

CROSS-RECEIPT
Base Offering Closing
February 13, 2024
This Cross-Receipt (this "Cross-Receipt") is entered into as of February 13, 2024, with reference to that certain Underwriting Agreement, dated as of February 8, 2024 (the "Underwriting Agreement"), by and among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and Whitfield Barrow & Co., LLC, as representative (the "Representative") of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
RECITALS
WHEREAS, the Company filed a Registration Statement on Form S-1 (File No. 333-276841) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), which Registration Statement was declared effective by the SEC on February 8, 2024, relating to the public offering of shares of common stock of the Company, par value $0.001 per share (the "Common Stock");
WHEREAS, the final prospectus dated February 8, 2024, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on February 9, 2024 (the "Prospectus"), relates to the offering and sale of 20,000,000 shares of Common Stock at a public offering price of $20.00 per share (the "Offering");
WHEREAS, pursuant to the Underwriting Agreement, the Company agreed to issue and sell to the several Underwriters, and the several Underwriters severally agreed to purchase from the Company, 20,000,000 shares of Common Stock (the "Firm Shares") at a purchase price of $18.80 per share (representing the public offering price of $20.00 per share less the underwriting discount of $1.20 per share);
WHEREAS, the aggregate purchase price for the Firm Shares is $376,000,000 (being the product of 20,000,000 shares multiplied by the purchase price of $18.80 per share), which amount represents the gross proceeds of $400,000,000 less the aggregate underwriting discount of $24,000,000 (representing 6.0% of the aggregate public offering price); and
WHEREAS, the closing of the purchase and sale of the Firm Shares (the "Closing") is taking place on the date hereof (the "Closing Date") at the offices of Calderwood & Harkness LLP, 125 Broad Street, New York, New York 10004.
NOW, THEREFORE, the Company and the Representative, on behalf of the several Underwriters, hereby acknowledge and confirm as follows:
SECTION 1. RECEIPT BY THE COMPANY
Arbor Health Technologies Inc. hereby acknowledges receipt from the several Underwriters, acting through Whitfield Barrow & Co., LLC, as Representative, of aggregate funds in the amount of $376,000,000 (Three Hundred Seventy-Six Million Dollars) by wire transfer of immediately available funds in United States dollars to the account designated by the Company in writing to the Representative prior to the Closing Date.
Such amount represents payment in full of the aggregate purchase price for 20,000,000 Firm Shares at a purchase price of $18.80 per share (the public offering price of $20.00 per share less the underwriting discount of $1.20 per share), in accordance with Section 2 of the Underwriting Agreement.
The aggregate purchase price has been funded by the several Underwriters in accordance with their respective underwriting commitments as set forth in Schedule I to the Underwriting Agreement. The breakdown of each Underwriter's commitment, corresponding share allocation, and payment amount is as follows:
The Company confirms that the wire transfer of the aggregate purchase price has been received in full, in immediately available funds, and that no portion of such payment remains outstanding as of the date and time of execution of this Cross-Receipt.
SECTION 2. RECEIPT BY THE REPRESENTATIVE ON BEHALF OF THE UNDERWRITERS
Whitfield Barrow & Co., LLC, as Representative of the several Underwriters, hereby acknowledges receipt from the Company of 20,000,000 Firm Shares of Common Stock, par value $0.001 per share, of Arbor Health Technologies Inc. (CUSIP No. 039217105; NYSE ticker symbol: ARHT).
The Firm Shares have been delivered in book-entry form through the facilities of The Depository Trust Company ("DTC") to the respective DTC participant accounts of the several Underwriters, as designated by the Representative in writing to the Company and its transfer agent prior to the Closing Date. Continental Share Services, Inc., acting as transfer agent and registrar for the Common Stock, has effectuated the transfer and issuance of the Firm Shares on the stock ledger of the Company as of the Closing Date, and the Firm Shares have been duly registered in the name of Cede & Co., as nominee of DTC, for the benefit of the Underwriters and their respective customers.
The allocation of the Firm Shares delivered to the account of each Underwriter through DTC is as follows:
The Representative confirms, on behalf of each of the several Underwriters, that the aggregate number of Firm Shares set forth above has been received in full through the facilities of DTC, that such shares have been credited to the DTC participant accounts of the respective Underwriters in the amounts indicated, and that no Firm Shares remain undelivered as of the date and time of execution of this Cross-Receipt.
SECTION 3. CONFIRMATION OF TERMS
The delivery of the Firm Shares by the Company and the payment of the aggregate purchase price by the several Underwriters, each as described in this Cross-Receipt, have been made pursuant to, and in accordance with, the terms and conditions of the Underwriting Agreement dated February 8, 2024. The parties hereby confirm the following economic terms of the Offering as applied to the Firm Shares:
(a) Public Offering Price: $20.00 per share.
(b) Underwriting discount: $1.20 per share, representing 6.0% of the public offering price per share.
(c) Purchase Price to the Company: $18.80 per share (the public offering price of $20.00 per share less the underwriting discount of $1.20 per share).
(d) Total Aggregate Underwriting discount (Base Offering): $24,000,000 (being 20,000,000 Firm Shares multiplied by the underwriting discount of $1.20 per share).
(e) Total Aggregate Purchase Price (Base Offering): $376,000,000 (being 20,000,000 Firm Shares multiplied by the purchase price of $18.80 per share).
This Cross-Receipt relates solely to the Firm Shares and does not cover or evidence the delivery of, or payment for, any Option Shares (as defined in the Underwriting Agreement). Pursuant to the Underwriting Agreement, the Company has granted to the several Underwriters an option to purchase up to 3,000,000 additional shares of Common Stock (the "Option Shares") at the purchase price of $18.80 per share (before deducting expenses), solely for the purpose of covering overallotments, if any. Such overallotment option may be exercised in whole or in part at any time and from time to time within 30 days from the date of the Prospectus. In the event that the overallotment option is exercised, a separate cross-receipt or additional cross-receipt will be executed and delivered in connection with the closing of the purchase and sale of such Option Shares.
SECTION 4. POST-CLOSING CAPITALIZATION ACKNOWLEDGMENT
Following the issuance of the 20,000,000 Firm Shares on the Closing Date, the Company has 100,000,000 shares of Common Stock issued and outstanding, consisting of (i) 80,000,000 shares of Common Stock outstanding immediately prior to the Closing (the "Pre-IPO Shares") and (ii) the 20,000,000 Firm Shares issued and sold on the Closing Date pursuant to the Underwriting Agreement and as evidenced by this Cross-Receipt. The foregoing share count is subject to adjustment upon any exercise of the overallotment option described in Section 3 above.
For informational purposes, if the overallotment option is exercised in full for 3,000,000 additional Option Shares, the total number of shares of Common Stock issued and outstanding following such exercise would be 103,000,000 shares. This statement is provided for reference only and does not constitute a representation or warranty regarding the Company's capitalization, which is set forth in the Registration Statement and the Prospectus and is subject to the representations and warranties contained in the Underwriting Agreement.
SECTION 5. NO FURTHER OBLIGATIONS; PRESERVATION OF RIGHTS
This Cross-Receipt is delivered solely as evidence of the Closing and the delivery and receipt of the Firm Shares and the aggregate purchase price therefor. Nothing contained in this Cross-Receipt is intended to, or shall be construed to, modify, amend, supplement, or supersede any provision of the Underwriting Agreement or any other agreement, certificate, or instrument delivered in connection with the Closing.
The delivery and acceptance of this Cross-Receipt shall not constitute a waiver by either the Company or any Underwriter of any right, power, or remedy under the Underwriting Agreement, the Securities Act, the Securities Exchange Act of 1934, as amended, or any other applicable law, rule, or regulation, whether at law, in equity, or otherwise. All representations, warranties, covenants, agreements, indemnification obligations, contribution provisions, and other terms and conditions of the Underwriting Agreement shall remain in full force and effect in accordance with their respective terms and shall survive the Closing and the delivery of this Cross-Receipt to the extent provided in the Underwriting Agreement.
SECTION 6. GOVERNING LAW
This Cross-Receipt shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provisions set forth in the Underwriting Agreement.
SECTION 7. COUNTERPARTS
This Cross-Receipt may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Cross-Receipt by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be effective as delivery of a manually executed counterpart of this Cross-Receipt.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned have caused this Cross-Receipt to be duly executed and delivered as of the date first written above.
THE COMPANY:.  
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Dr. Nathaniel Rourke
Title: Chairman and Chief Executive Officer
Date: February 13, 2024
or
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: David Halderman
Title: Chief Financial Officer
Date: February 13, 2024
Address for the Company:
Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142
THE REPRESENTATIVE (ON BEHALF OF THE SEVERAL UNDERWRITERS):
WHITFIELD BARROW & CO., LLC as Representative of the several Underwriters named in the Underwriting Agreement
By: ________
Name: Jonathan Pritchett
Title: Managing Director, Equity Capital Markets
Date: February 13, 2024
Address for the Representative:
Whitfield Barrow & Co., LLC 383 Madison Avenue New York, New York 10179
Dated as of February 13, 2024
Executed and delivered at the offices of Calderwood & Harkness LLP 125 Broad Street New York, New York 10004
Underwriter | Number of Firm Shares | Percentage of Base Offering | Aggregate Purchase Price
Whitfield Barrow & Co., LLC | 10,000,000 | 50.0% | $188,000,000
Calloway Pierce Securities LLC | 6,000,000 | 30.0% | $112,800,000
Velthorn Capital Partners Inc. | 2,400,000 | 12.0% | $45,120,000
Pemberton Wallis LLC | 1,600,000 | 8.0% | $30,080,000
Total | 20,000,000 | 100.0% | $376,000,000
Underwriter | Number of Firm Shares Delivered
Whitfield Barrow & Co., LLC | 10,000,000
Calloway Pierce Securities LLC | 6,000,000
Velthorn Capital Partners Inc. | 2,400,000
Pemberton Wallis LLC | 1,600,000
Total | 20,000,000

CROSS-RECEIPT

RECITALS

SECTION 1. RECEIPT BY THE COMPANY

SECTION 2. RECEIPT BY THE REPRESENTATIVE ON BEHALF OF THE UNDERWRITERS

SECTION 3. CONFIRMATION OF TERMS

SECTION 4. POST-CLOSING CAPITALIZATION ACKNOWLEDGMENT

SECTION 6. GOVERNING LAW

SECTION 7. COUNTERPARTS

THE COMPANY:.

ARBOR HEALTH TECHNOLOGIES INC.

ARBOR HEALTH TECHNOLOGIES INC.

THE REPRESENTATIVE (ON BEHALF OF THE SEVERAL UNDERWRITERS):

Record

Parties

Dates

Amounts