1010-00002 · Client 1010 · Closing

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CROSS-RECEIPT

Overallotment Closing

March 1, 2024

This Cross-Receipt (this "Cross-Receipt") is delivered in connection with the closing of the exercise of the overallotment option pursuant to Section 2(b) of the Underwriting Agreement dated as of February 8, 2024 (the "Underwriting Agreement"), among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and Whitfield Barrow & Co., LLC, as representative (the "Representative") of the several underwriters named therein (collectively, the "Underwriters"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.

RECITALS

A. The Underwriting Agreement. Reference is hereby made to the Underwriting Agreement dated as of February 8, 2024, among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), Whitfield Barrow & Co., LLC, as Representative of the several Underwriters, Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"). 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, an aggregate of 20,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Firm Shares"), at a public offering price of $20.00 per share. In addition, the Underwriting Agreement granted the Underwriters an option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time on or before the thirtieth (30th) day following the date of the Underwriting Agreement, to purchase up to an additional 3,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Option Shares" and, together with the Firm Shares, the "Shares") at the public offering price of $20.00 per share less the underwriting discount of $1.20 per share, solely to cover overallotments, if any.

B. The Base Offering Closing. The closing of the purchase and sale of the 20,000,000 Firm Shares occurred on February 13, 2024 (the "Initial Closing Date"), in accordance with the terms and conditions of the Underwriting Agreement. A cross-receipt evidencing the delivery of the Firm Shares by the Company and the payment of the aggregate purchase price therefor by the several Underwriters was duly executed and delivered by the parties on the Initial Closing Date, February 13, 2024.

C. Exercise of the Overallotment Option. On February 27, 2024, the Representative, acting on behalf of the several Underwriters, duly exercised the Overallotment Option in full with respect to all 3,000,000 Option Shares by delivering written notice of exercise to the Company in accordance with the terms of Section 2(b) of the Underwriting Agreement. Pursuant to the terms and conditions of the Underwriting Agreement, the closing of the purchase and sale of the Option Shares (the "Option Closing") is occurring on March 1, 2024 (the "Option Closing Date"), which date is within the time period specified in the Underwriting Agreement for the settlement of Option Shares following exercise of the Overallotment Option.

D. Registration Statement and Prospectus. The Shares were registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Registration Statement on Form S-1 (File No. 333-276841), which was declared effective by the Securities and Exchange Commission (the "SEC") on February 8, 2024 (the "Effective Date"). The final prospectus relating to the offering of the Shares was filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on February 9, 2024 (the "Prospectus"). A prospectus supplement reflecting the exercise of the Overallotment Option with respect to the 3,000,000 Option Shares has been or will be filed with the SEC in accordance with applicable requirements under the Securities Act. The shares of common stock of the Company, including the Option Shares, are listed on the New York Stock Exchange under the ticker symbol "ARHT" (CUSIP Number: 039217105).

CROSS-RECEIPT

NOW, THEREFORE, in consideration of the mutual acknowledgments and confirmations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby acknowledge, confirm, and agree as follows:

Section 1. Receipt by the Representative on Behalf of the Underwriters.

Whitfield Barrow & Co., LLC, as Representative of the several Underwriters, hereby acknowledges receipt on behalf of the several Underwriters, on the Option Closing Date (March 1, 2024), of:

(a) 3,000,000 Option Shares of common stock, par value $0.001 per share, of Arbor Health Technologies Inc., representing the full number of Option Shares issuable upon exercise of the Overallotment Option;

(b) such Option Shares having been delivered in book-entry form through the facilities of The Depository Trust Company ("DTC") to the respective DTC accounts of the several Underwriters (or their respective clearing brokers or nominees), in accordance with the standing delivery instructions previously provided by the Representative to the Company and the Company's transfer agent;

(c) the Option Shares bearing CUSIP Number 039217105, consistent with the CUSIP assigned to the Company's outstanding shares of common stock, and having been duly registered in the name of Cede & Co., as nominee of DTC, for the benefit of the several Underwriters and their customers; and

(d) such Option Shares having been issued through Continental Share Services, Inc., acting as transfer agent and registrar for the Company's common stock, in accordance with instructions provided by the Company.

The Option Shares were delivered to or for the respective accounts of the several Underwriters in accordance with their respective Overallotment Option allocations as set forth in the notice of exercise delivered by the Representative on February 27, 2024, and as further described in Section 5 of this Cross-Receipt. The Representative confirms that, as of the Option Closing Date, the Option Shares have been credited to the appropriate accounts and are freely transferable in accordance with applicable law and the terms of the Underwriting Agreement, subject to applicable lock-up restrictions and such other transfer restrictions as may be set forth in the Underwriting Agreement.

Section 2. Receipt by the Company.

Arbor Health Technologies Inc. hereby acknowledges receipt, on the Option Closing Date (March 1, 2024), of:

(a) Aggregate payment in the amount of $56,400,000 (Fifty-Six Million Four Hundred Thousand Dollars and No Cents), representing the full purchase price for the 3,000,000 Option Shares, calculated as follows:

(i) Public offering price per Option Share: $20.00;

(ii) Less underwriting discount per Option Share: $1.20 (representing 6.0% of the public offering price of $20.00 per share);

(iii) Net purchase price per Option Share payable to the Company: $18.80;

(iv) Aggregate purchase price: 3,000,000 Option Shares × $18.80 per share = $56,400,000;

(v) Total underwriting discount on Option Shares: 3,000,000 Option Shares × $1.20 per share = $3,600,000.

(b) Such payment was received by wire transfer of immediately available funds in United States dollars to the account of the Company at the financial institution and account designated in writing by the Company to the Representative prior to the Option Closing Date, in accordance with the wire transfer instructions previously delivered pursuant to the Underwriting Agreement.

The Company confirms that the aggregate payment of $56,400,000 represents the full amount due and payable from the several Underwriters to the Company in connection with the Option Closing, and that no additional amounts are owed by the Underwriters to the Company in respect of the purchase and sale of the Option Shares.

Section 3. Aggregate Transaction Summary.

For reference and confirmation purposes only, and without modifying or supplementing the terms of the Underwriting Agreement, the following table sets forth a summary of the aggregate transaction parameters for the offering, inclusive of both the base offering and the overallotment closing:

Following the Option Closing, the total number of shares of common stock of the Company outstanding is 103,000,000 shares, calculated as follows:

• Pre-IPO shares outstanding: 80,000,000 shares

• Firm Shares issued at Initial Closing: 20,000,000 shares

• Option Shares issued at Option Closing: 3,000,000 shares

• Total shares outstanding (post-Option Closing): 103,000,000 shares

The foregoing summary is provided solely for informational and record-keeping purposes and does not constitute a representation or warranty of any kind by any party. In the event of any inconsistency between this Section 3 and the terms of the Underwriting Agreement, the terms of the Underwriting Agreement shall control.

Section 4. Representations and Confirmations.

(a) Each of the Company and the Representative, on behalf of the several Underwriters, hereby confirms that, as of the Option Closing Date, all conditions precedent to the Option Closing set forth in the Underwriting Agreement (including, without limitation, those conditions set forth in Sections 6 and 7 thereof) have been satisfied in full or, to the extent permitted thereunder, have been duly waived by the party entitled to the benefit of such condition.

(b) The Company confirms that all required closing deliverables in connection with the Option Closing have been duly delivered to the Representative on or prior to the Option Closing Date, including, without limitation:

(i) a bring-down comfort letter from Kellerman & Associates LLP, the Company's independent registered public accounting firm, dated as of March 1, 2024, in form and substance satisfactory to the Representative, updating the information contained in the comfort letter delivered at the Initial Closing Date;

(ii) an officers' certificate of the Company, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of March 1, 2024, certifying as to the accuracy of the representations and warranties of the Company contained in the Underwriting Agreement as of the Option Closing Date, and as to the satisfaction of the conditions set forth in the Underwriting Agreement applicable to the Option Closing;

(iii) a bring-down negative assurance letter and legal opinion of Quelston Laidlaw LLP, counsel to the Company, dated as of March 1, 2024, in form and substance satisfactory to the Representative and counsel to the Underwriters;

(iv) a bring-down legal opinion of Castellane & Bramwell LLP, counsel to the Underwriters, dated as of March 1, 2024; and

(v) such other certificates, documents, and instruments as may have been required by the Representative pursuant to the terms of the Underwriting Agreement in connection with the Option Closing.

(c) The Representative, on behalf of the several Underwriters, confirms that the 3,000,000 Option Shares have been allocated among the several Underwriters in accordance with the terms of the Underwriting Agreement and the notice of exercise delivered by the Representative on February 27, 2024, as further described in Section 5 below.

Section 5. Underwriter Allocation of Option Shares.

The 3,000,000 Option Shares purchased by the several Underwriters at the Option Closing have been allocated among the Underwriters as follows:

The foregoing allocations are consistent with the allocation percentages set forth in the notice of exercise delivered by the Representative to the Company on February 27, 2024, and are based on each Underwriter's proportionate share of the underwriting commitment as set forth in the Underwriting Agreement. Each Underwriter's obligation to purchase its respective allocation of Option Shares is several and not joint, in accordance with the terms of the Underwriting Agreement.

Section 6. General Provisions.

(a) No Modification. This Cross-Receipt does not and shall not be deemed to modify, amend, supplement, or otherwise alter the Underwriting Agreement or any of the terms, conditions, representations, warranties, covenants, or agreements contained therein. This Cross-Receipt is and shall remain subject to all terms and conditions of the Underwriting Agreement, and in the event of any conflict or inconsistency between the provisions of this Cross-Receipt and the provisions of the Underwriting Agreement, the provisions of the Underwriting Agreement shall prevail.

(b) Limited Purpose. This Cross-Receipt is executed and delivered solely for the purpose of evidencing the delivery and receipt of the Option Shares by the several Underwriters and the payment and receipt of the aggregate purchase price by the Company, each as described herein, and shall not be construed as creating any obligation, liability, or right not otherwise existing under the Underwriting Agreement.

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

(d) Governing Law. This Cross-Receipt shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Section 5-1401 of the General Obligations Law of the State of New York).

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Cross-Receipt as of March 1, 2024.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: David Halderman

Title: Chief Financial Officer

Date: March 1, 2024

Address:

275 Kendall Avenue, Suite 1400 Cambridge, MA 02142

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: March 1, 2024

Address:

383 Madison Avenue New York, NY 10179

Component	Base Offering (Initial Closing)	Overallotment Closing	Total
Closing Date	February 13, 2024	March 1, 2024	—
Number of Shares	20,000,000 Firm Shares	3,000,000 Option Shares	23,000,000 Shares
Public Offering Price per Share	$20.00	$20.00	$20.00
Gross Proceeds	$400,000,000	$60,000,000	$460,000,000
Underwriting discount per Share	$1.20	$1.20	$1.20
Total Underwriting discount	$24,000,000	$3,600,000	$27,600,000
Net Proceeds to the Company	$376,000,000	$56,400,000	$432,400,000
Underwriter	Allocation Percentage	Number of Option Shares
Whitfield Barrow & Co., LLC	50.0%	1,500,000
Calloway Pierce Securities LLC	30.0%	900,000
Velthorn Capital Partners Inc.	12.0%	360,000
Pemberton Wallis LLC	8.0%	240,000
Total	100.0%	3,000,000

CROSS-RECEIPT
Overallotment Closing
March 1, 2024
This Cross-Receipt (this "Cross-Receipt") is delivered in connection with the closing of the exercise of the overallotment option pursuant to Section 2(b) of the Underwriting Agreement dated as of February 8, 2024 (the "Underwriting Agreement"), among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and Whitfield Barrow & Co., LLC, as representative (the "Representative") of the several underwriters named therein (collectively, the "Underwriters"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
RECITALS
A. The Underwriting Agreement. Reference is hereby made to the Underwriting Agreement dated as of February 8, 2024, among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), Whitfield Barrow & Co., LLC, as Representative of the several Underwriters, Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively, the "Underwriters"). 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, an aggregate of 20,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Firm Shares"), at a public offering price of $20.00 per share. In addition, the Underwriting Agreement granted the Underwriters an option (the "Overallotment Option"), exercisable in whole or in part at any time and from time to time on or before the thirtieth (30th) day following the date of the Underwriting Agreement, to purchase up to an additional 3,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Option Shares" and, together with the Firm Shares, the "Shares") at the public offering price of $20.00 per share less the underwriting discount of $1.20 per share, solely to cover overallotments, if any.
B. The Base Offering Closing. The closing of the purchase and sale of the 20,000,000 Firm Shares occurred on February 13, 2024 (the "Initial Closing Date"), in accordance with the terms and conditions of the Underwriting Agreement. A cross-receipt evidencing the delivery of the Firm Shares by the Company and the payment of the aggregate purchase price therefor by the several Underwriters was duly executed and delivered by the parties on the Initial Closing Date, February 13, 2024.
C. Exercise of the Overallotment Option. On February 27, 2024, the Representative, acting on behalf of the several Underwriters, duly exercised the Overallotment Option in full with respect to all 3,000,000 Option Shares by delivering written notice of exercise to the Company in accordance with the terms of Section 2(b) of the Underwriting Agreement. Pursuant to the terms and conditions of the Underwriting Agreement, the closing of the purchase and sale of the Option Shares (the "Option Closing") is occurring on March 1, 2024 (the "Option Closing Date"), which date is within the time period specified in the Underwriting Agreement for the settlement of Option Shares following exercise of the Overallotment Option.
D. Registration Statement and Prospectus. The Shares were registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Registration Statement on Form S-1 (File No. 333-276841), which was declared effective by the Securities and Exchange Commission (the "SEC") on February 8, 2024 (the "Effective Date"). The final prospectus relating to the offering of the Shares was filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on February 9, 2024 (the "Prospectus"). A prospectus supplement reflecting the exercise of the Overallotment Option with respect to the 3,000,000 Option Shares has been or will be filed with the SEC in accordance with applicable requirements under the Securities Act. The shares of common stock of the Company, including the Option Shares, are listed on the New York Stock Exchange under the ticker symbol "ARHT" (CUSIP Number: 039217105).
CROSS-RECEIPT
NOW, THEREFORE, in consideration of the mutual acknowledgments and confirmations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereby acknowledge, confirm, and agree as follows:
Section 1. Receipt by the Representative on Behalf of the Underwriters.
Whitfield Barrow & Co., LLC, as Representative of the several Underwriters, hereby acknowledges receipt on behalf of the several Underwriters, on the Option Closing Date (March 1, 2024), of:
(a) 3,000,000 Option Shares of common stock, par value $0.001 per share, of Arbor Health Technologies Inc., representing the full number of Option Shares issuable upon exercise of the Overallotment Option;
(b) such Option Shares having been delivered in book-entry form through the facilities of The Depository Trust Company ("DTC") to the respective DTC accounts of the several Underwriters (or their respective clearing brokers or nominees), in accordance with the standing delivery instructions previously provided by the Representative to the Company and the Company's transfer agent;
(c) the Option Shares bearing CUSIP Number 039217105, consistent with the CUSIP assigned to the Company's outstanding shares of common stock, and having been duly registered in the name of Cede & Co., as nominee of DTC, for the benefit of the several Underwriters and their customers; and
(d) such Option Shares having been issued through Continental Share Services, Inc., acting as transfer agent and registrar for the Company's common stock, in accordance with instructions provided by the Company.
The Option Shares were delivered to or for the respective accounts of the several Underwriters in accordance with their respective Overallotment Option allocations as set forth in the notice of exercise delivered by the Representative on February 27, 2024, and as further described in Section 5 of this Cross-Receipt. The Representative confirms that, as of the Option Closing Date, the Option Shares have been credited to the appropriate accounts and are freely transferable in accordance with applicable law and the terms of the Underwriting Agreement, subject to applicable lock-up restrictions and such other transfer restrictions as may be set forth in the Underwriting Agreement.
Section 2. Receipt by the Company.
Arbor Health Technologies Inc. hereby acknowledges receipt, on the Option Closing Date (March 1, 2024), of:
(a) Aggregate payment in the amount of $56,400,000 (Fifty-Six Million Four Hundred Thousand Dollars and No Cents), representing the full purchase price for the 3,000,000 Option Shares, calculated as follows:
(i) Public offering price per Option Share: $20.00;
(ii) Less underwriting discount per Option Share: $1.20 (representing 6.0% of the public offering price of $20.00 per share);
(iii) Net purchase price per Option Share payable to the Company: $18.80;
(iv) Aggregate purchase price: 3,000,000 Option Shares × $18.80 per share = $56,400,000;
(v) Total underwriting discount on Option Shares: 3,000,000 Option Shares × $1.20 per share = $3,600,000.
(b) Such payment was received by wire transfer of immediately available funds in United States dollars to the account of the Company at the financial institution and account designated in writing by the Company to the Representative prior to the Option Closing Date, in accordance with the wire transfer instructions previously delivered pursuant to the Underwriting Agreement.
The Company confirms that the aggregate payment of $56,400,000 represents the full amount due and payable from the several Underwriters to the Company in connection with the Option Closing, and that no additional amounts are owed by the Underwriters to the Company in respect of the purchase and sale of the Option Shares.
Section 3. Aggregate Transaction Summary.
For reference and confirmation purposes only, and without modifying or supplementing the terms of the Underwriting Agreement, the following table sets forth a summary of the aggregate transaction parameters for the offering, inclusive of both the base offering and the overallotment closing:
Following the Option Closing, the total number of shares of common stock of the Company outstanding is 103,000,000 shares, calculated as follows:
•  Pre-IPO shares outstanding: 80,000,000 shares
•  Firm Shares issued at Initial Closing: 20,000,000 shares
•  Option Shares issued at Option Closing: 3,000,000 shares
•  Total shares outstanding (post-Option Closing): 103,000,000 shares
The foregoing summary is provided solely for informational and record-keeping purposes and does not constitute a representation or warranty of any kind by any party. In the event of any inconsistency between this Section 3 and the terms of the Underwriting Agreement, the terms of the Underwriting Agreement shall control.
Section 4. Representations and Confirmations.
(a) Each of the Company and the Representative, on behalf of the several Underwriters, hereby confirms that, as of the Option Closing Date, all conditions precedent to the Option Closing set forth in the Underwriting Agreement (including, without limitation, those conditions set forth in Sections 6 and 7 thereof) have been satisfied in full or, to the extent permitted thereunder, have been duly waived by the party entitled to the benefit of such condition.
(b) The Company confirms that all required closing deliverables in connection with the Option Closing have been duly delivered to the Representative on or prior to the Option Closing Date, including, without limitation:
(i) a bring-down comfort letter from Kellerman & Associates LLP, the Company's independent registered public accounting firm, dated as of March 1, 2024, in form and substance satisfactory to the Representative, updating the information contained in the comfort letter delivered at the Initial Closing Date;
(ii) an officers' certificate of the Company, executed by the Chief Executive Officer and the Chief Financial Officer of the Company, dated as of March 1, 2024, certifying as to the accuracy of the representations and warranties of the Company contained in the Underwriting Agreement as of the Option Closing Date, and as to the satisfaction of the conditions set forth in the Underwriting Agreement applicable to the Option Closing;
(iii) a bring-down negative assurance letter and legal opinion of Quelston Laidlaw LLP, counsel to the Company, dated as of March 1, 2024, in form and substance satisfactory to the Representative and counsel to the Underwriters;
(iv) a bring-down legal opinion of Castellane & Bramwell LLP, counsel to the Underwriters, dated as of March 1, 2024; and
(v) such other certificates, documents, and instruments as may have been required by the Representative pursuant to the terms of the Underwriting Agreement in connection with the Option Closing.
(c) The Representative, on behalf of the several Underwriters, confirms that the 3,000,000 Option Shares have been allocated among the several Underwriters in accordance with the terms of the Underwriting Agreement and the notice of exercise delivered by the Representative on February 27, 2024, as further described in Section 5 below.
Section 5. Underwriter Allocation of Option Shares.
The 3,000,000 Option Shares purchased by the several Underwriters at the Option Closing have been allocated among the Underwriters as follows:
The foregoing allocations are consistent with the allocation percentages set forth in the notice of exercise delivered by the Representative to the Company on February 27, 2024, and are based on each Underwriter's proportionate share of the underwriting commitment as set forth in the Underwriting Agreement. Each Underwriter's obligation to purchase its respective allocation of Option Shares is several and not joint, in accordance with the terms of the Underwriting Agreement.
Section 6. General Provisions.
(a) No Modification. This Cross-Receipt does not and shall not be deemed to modify, amend, supplement, or otherwise alter the Underwriting Agreement or any of the terms, conditions, representations, warranties, covenants, or agreements contained therein. This Cross-Receipt is and shall remain subject to all terms and conditions of the Underwriting Agreement, and in the event of any conflict or inconsistency between the provisions of this Cross-Receipt and the provisions of the Underwriting Agreement, the provisions of the Underwriting Agreement shall prevail.
(b) Limited Purpose. This Cross-Receipt is executed and delivered solely for the purpose of evidencing the delivery and receipt of the Option Shares by the several Underwriters and the payment and receipt of the aggregate purchase price by the Company, each as described herein, and shall not be construed as creating any obligation, liability, or right not otherwise existing under the Underwriting Agreement.
(c) Counterparts. This Cross-Receipt may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Cross-Receipt by facsimile or portable document format (PDF) transmission shall be effective as delivery of a manually executed counterpart of this Cross-Receipt.
(d) Governing Law. This Cross-Receipt shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Section 5-1401 of the General Obligations Law of the State of New York).
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Cross-Receipt as of March 1, 2024.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: David Halderman
Title: Chief Financial Officer
Date: March 1, 2024
Address:
275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
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: March 1, 2024
Address:
383 Madison Avenue New York, NY 10179
Component | Base Offering (Initial Closing) | Overallotment Closing | Total
Closing Date | February 13, 2024 | March 1, 2024 | —
Number of Shares | 20,000,000 Firm Shares | 3,000,000 Option Shares | 23,000,000 Shares
Public Offering Price per Share | $20.00 | $20.00 | $20.00
Gross Proceeds | $400,000,000 | $60,000,000 | $460,000,000
Underwriting discount per Share | $1.20 | $1.20 | $1.20
Total Underwriting discount | $24,000,000 | $3,600,000 | $27,600,000
Net Proceeds to the Company | $376,000,000 | $56,400,000 | $432,400,000
Underwriter | Allocation Percentage | Number of Option Shares
Whitfield Barrow & Co., LLC | 50.0% | 1,500,000
Calloway Pierce Securities LLC | 30.0% | 900,000
Velthorn Capital Partners Inc. | 12.0% | 360,000
Pemberton Wallis LLC | 8.0% | 240,000
Total | 100.0% | 3,000,000

CROSS-RECEIPT

RECITALS

CROSS-RECEIPT

ARBOR HEALTH TECHNOLOGIES INC.

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