1010-00002 · Client 1010 · Closing

good-standing-certificates.docx DOCUMENT Capital Markets

7 / 83 ← → ✕

Contract analysis Extract to table

CLOSING DELIVERABLE

CERTIFICATES OF GOOD STANDING

Prepared by

CALDERWOOD & HARKNESS LLP 125 Broad Street New York, New York 10004

Matter: Arbor Health Technologies Inc. — Initial Public Offering of Common Stock

Matter Number: 1010-00002

Deliverable Category: Closing Documents & Deliverables (Section VIII of Closing Checklist)

Purpose: The certificates of good standing compiled herein are for inclusion in the closing deliverables for the base offering closing on February 13, 2024, as required pursuant to the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement"), among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and Whitfield Barrow & Co., LLC, as Representative of the several underwriters named therein (the "Representative"). Delivery of certificates of good standing from each jurisdiction in which the Company is incorporated or qualified to do business is a condition precedent to the obligations of the several underwriters under the Underwriting Agreement.

Contents of This Compilation:

(i) Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated February 9, 2024; and

(ii) Certificate of Good Standing (Certificate of Legal Existence and Good Standing) issued by the Secretary of the Commonwealth of Massachusetts, dated February 9, 2024.

Both certificates are dated February 9, 2024, which falls within five (5) business days of the closing date of February 13, 2024, as required by Section 7 of the Underwriting Agreement.

Compiled by: Claire Dempsey, Working Associate, Calderwood & Harkness LLP

Reviewed by: Eric Johannsen, Lead Associate, Calderwood & Harkness LLP

CERTIFICATE I

CERTIFICATE OF GOOD STANDING

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

DIVISION OF CORPORATIONS

CERTIFICATE OF GOOD STANDING

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE FOLLOWING WITH RESPECT TO THE ENTITY IDENTIFIED BELOW, AS REFLECTED IN THE RECORDS OF THIS OFFICE AS OF THE DATE AND TIME SET FORTH HEREIN:

Good Standing Confirmation

The undersigned, being the Secretary of State of the State of Delaware, does hereby certify that ARBOR HEALTH TECHNOLOGIES INC. is a corporation duly incorporated and existing under and by virtue of the General Corporation Law of the State of Delaware.

It is hereby further certified that this corporation is in good standing in the State of Delaware.

It is hereby further certified that all franchise taxes due and owing to the State of Delaware by the above-referenced corporation have been assessed and paid through the current tax assessment period, including all taxes, interest, and penalties that have become due and payable.

It is hereby further certified that this corporation has not been voided, dissolved, or had its charter revoked or forfeited under the laws of the State of Delaware.

It is hereby further certified that no certificate of dissolution has been filed by or on behalf of the above-referenced entity in the Office of the Secretary of State of the State of Delaware.

Date and Authentication

Date of Issuance: February 9, 2024

Time of Issuance: 10:47 A.M. EST

Authentication/Verification Number: 9217-4835-6021

This certificate may be verified online at the Delaware Division of Corporations website by reference to the authentication/verification number set forth above.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal of the State of Delaware this 9th day of February, 2024.

________________________________________

Jeffrey W. Bullock Secretary of State of the State of Delaware

[OFFICIAL SEAL — STATE OF DELAWARE — OFFICE OF THE SECRETARY OF STATE]

Authentication: 9217-4835-6021

Note on Scope of Certificate

This certificate relates only to the status of the above-referenced entity as reflected in the records maintained by the Office of the Secretary of State of the State of Delaware as of the date and time specified herein. This certificate does not extend to, and should not be relied upon with respect to, the compliance of the above-referenced entity with the laws, rules, or regulations of any other jurisdiction, or with respect to the tax status of the entity under the internal revenue laws of the United States or the tax laws of the State of Delaware, other than franchise taxes assessed and administered by the Division of Corporations. The State of Delaware, the Office of the Secretary of State, and the Division of Corporations assume no liability for any reliance upon this certificate beyond the scope of the matters expressly certified herein.

CERTIFICATE II

CERTIFICATE OF GOOD STANDING

COMMONWEALTH OF MASSACHUSETTS

THE COMMONWEALTH OF MASSACHUSETTS

OFFICE OF THE SECRETARY OF THE COMMONWEALTH

CORPORATIONS DIVISION

ONE ASHBURTON PLACE, 17TH FLOOR, BOSTON, MA 02108

CERTIFICATE OF LEGAL EXISTENCE AND GOOD STANDING

I, WILLIAM FRANCIS GALVIN, SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS, DO HEREBY CERTIFY THE FOLLOWING WITH RESPECT TO THE ENTITY IDENTIFIED BELOW, AS SHOWN BY THE RECORDS OF THIS OFFICE:

Good Standing Confirmation

The undersigned Secretary of the Commonwealth of Massachusetts hereby certifies that ARBOR HEALTH TECHNOLOGIES INC., a foreign corporation originally incorporated under the laws of the State of Delaware, is duly registered and authorized to transact business in the Commonwealth of Massachusetts as a foreign corporation pursuant to the provisions of Chapter 156D of the Massachusetts General Laws.

It is hereby further certified that said foreign corporation is in good standing in the Commonwealth of Massachusetts.

It is hereby further certified that all annual reports required to be filed by the above-referenced foreign corporation with the Office of the Secretary of the Commonwealth have been duly filed in a timely manner, including the most recent annual report due and payable.

It is hereby further certified that all taxes, fees, assessments, and penalties owed to the Commonwealth of Massachusetts by the above-referenced foreign corporation, including but not limited to filing fees and any corporate excise taxes administered by the Massachusetts Department of Revenue and reported to this office, have been paid or have otherwise been properly accounted for as of the date hereof.

It is hereby further certified that the authority of said foreign corporation to transact business in the Commonwealth of Massachusetts has not been revoked, suspended, or withdrawn, and no proceedings for such revocation, suspension, or withdrawal are currently pending before this office.

Date and Authentication

Date of Issuance: February 9, 2024

Time of Issuance: 2:13 P.M. EST

Authentication/Verification Number: MA-SOC-2024-00038741

This certificate may be verified online at the Massachusetts Secretary of the Commonwealth Corporations Division website (www.sec.state.ma.us/cor) by reference to the authentication/verification number set forth above.

IN WITNESS WHEREOF, I have caused the Great Seal of the Commonwealth of Massachusetts to be affixed hereto and have hereunto set my hand at the City of Boston this 9th day of February, 2024.

________________________________________

William Francis Galvin Secretary of the Commonwealth of Massachusetts

[GREAT SEAL — THE COMMONWEALTH OF MASSACHUSETTS]

Authentication: MA-SOC-2024-00038741

Note on Scope of Certificate

This certificate speaks only as of the date and time of issuance set forth above and relates only to the records maintained by the Office of the Secretary of the Commonwealth of Massachusetts. This certificate should not be construed as a certification of compliance with any federal law or regulation or with the laws of any other state or jurisdiction. This certificate does not constitute a certification regarding the tax status of the entity under the laws of the Commonwealth of Massachusetts, except to the extent that such status is reflected in the records of this office as reported by the Massachusetts Department of Revenue. The Office of the Secretary of the Commonwealth assumes no responsibility for changes in the status of the above-referenced entity occurring after the date and time of issuance of this certificate.

CALDERWOOD & HARKNESS LLP

TRANSMITTAL NOTATION / INTERNAL COVER MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

February 12, 2024

MEMORANDUM

1. Purpose. This memorandum accompanies the compilation of certificates of good standing obtained on behalf of our client, Arbor Health Technologies Inc. (the "Company"), in connection with the initial public offering of shares of the Company's common stock (the "Offering"). The certificates enclosed herewith are intended to satisfy the conditions precedent to closing set forth in the Underwriting Agreement (as defined below).

2. Transaction Reference Details

The following is a summary of the relevant transaction details for reference:

3. Certificates Obtained

Both certificates of good standing were ordered by this office on February 7, 2024, through expedited processing channels and were received electronically on February 9, 2024. Both certificates are dated February 9, 2024. The following certificates are included in this compilation:

(a) Certificate of Good Standing — State of Delaware. Certificate of Good Standing issued by the Secretary of State of the State of Delaware with respect to Arbor Health Technologies Inc. (Delaware File No. 5574831), dated February 9, 2024, confirming that the Company is duly incorporated, existing, and in good standing under the General Corporation Law of the State of Delaware and that all franchise taxes have been paid through the current tax assessment period. Authentication/Verification No.: 9217-4835-6021. (Closing Checklist Item No. VIII-4(a).)

(b) Certificate of Good Standing — Commonwealth of Massachusetts. Certificate of Legal Existence and Good Standing issued by the Secretary of the Commonwealth of Massachusetts with respect to Arbor Health Technologies Inc. (Massachusetts Foreign Corporation ID No. FC-001287463), dated February 9, 2024, confirming that the Company is duly registered and authorized to transact business in the Commonwealth of Massachusetts as a foreign corporation and that the Company is in good standing, with all annual reports filed and all taxes, fees, and penalties paid. Authentication/Verification No.: MA-SOC-2024-00038741. (Closing Checklist Item No. VIII-4(b).)

4. Compliance with Underwriting Agreement Requirements

Section 7 of the Underwriting Agreement requires delivery, at or prior to the closing, of certificates of good standing from each jurisdiction in which the Company is incorporated or qualified to do business, in each case dated within five (5) business days of the closing date. The closing date is February 13, 2024. Both certificates are dated February 9, 2024. The five (5) business day period preceding the closing date commenced on February 7, 2024. Accordingly, both certificates fall within the required window and satisfy the dating requirement set forth in the Underwriting Agreement.

I confirm that these certificates, together, satisfy the conditions precedent to closing under Section 7 of the Underwriting Agreement with respect to certificates of good standing of the Company.

5. Distribution.

(a) Physical Originals. The original certificates will be included in the physical closing binder to be assembled and distributed following the closing on February 13, 2024.

(b) Electronic Copies. Electronic copies (PDF) of each certificate have been or will be distributed to the following parties:

(i) Meridian Hale & Quivorn LLP (counsel to the underwriters) — Attention: Graham Neville, Partner, and Kathryn Brennan, Associate;

(ii) Rachel Moynihan, General Counsel & Corporate Secretary, Arbor Health Technologies Inc.; and

(iii) Calderwood & Harkness LLP internal deal team files (Matter No. 1010-00002).

6. Confirmation. Please confirm receipt of this memorandum and the enclosed certificates at your earliest convenience. If there are any questions regarding the foregoing or if any additional certificates are required in connection with the closing or the exercise of the overallotment option, please do not hesitate to contact me.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

________________________________________

Claire Dempsey Working Associate Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Tel: (212) 558-4000

Email: cdempsey@calderwoodharkness.com

cc: Eric Johannsen, Lead Associate, Calderwood & Harkness LLP Theodore Langston, Partner, Calderwood & Harkness LLP Deal File — Matter No. 1010-00002

Entity Name:	Arbor Health Technologies Inc.
Entity Type:	Corporation
State of Incorporation:	Delaware
File Number:	5574831
Date of Incorporation:	June 17, 2014
Registered Agent:	National Registered Agents of Delaware, Inc.
Registered Agent Address:	160 Greentree Drive, Suite 101, Dover, DE 19904
Entity Name:	Arbor Health Technologies Inc.
Entity Type:	Foreign Corporation
Jurisdiction of Incorporation:	Delaware
Date of Registration/Qualification in Massachusetts:	September 4, 2015
Massachusetts Foreign Corporation ID No.:	FC-001287463
Principal Office in Massachusetts:	275 Kendall Avenue, Suite 1400, Cambridge, MA 02142
TO:	Eric Johannsen, Lead Associate, Calderwood & Harkness LLP

Theodore Langston, Partner, Calderwood & Harkness LLP

FROM:	Claire Dempsey, Working Associate, Calderwood & Harkness LLP
DATE:	February 12, 2024
RE:	Certificates of Good Standing — Arbor Health Technologies Inc. IPO — Matter No. 1010-00002
CLOSING CHECKLIST ITEMS:	Item Nos. VIII-4(a) and VIII-4(b)
Offering:	Initial public offering of 20,000,000 shares of common stock, par value $0.001 per share, of Arbor Health Technologies Inc.
NYSE Listing:	New York Stock Exchange, ticker symbol "ARHT"
CUSIP:	039217105
SEC File Number:	333-276841
IPO Price:	$20.00 per share
Aggregate Offering Size (Base):	$400,000,000
Signing Date / Pricing Date:	February 8, 2024
Closing Date:	February 13, 2024
Underwriting Agreement:	Underwriting Agreement dated February 8, 2024, among Arbor Health Technologies Inc., Whitfield Barrow & Co., LLC (as Representative of the several underwriters), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC

CLOSING DELIVERABLE
CERTIFICATES OF GOOD STANDING
Prepared by
CALDERWOOD & HARKNESS LLP 125 Broad Street New York, New York 10004
Matter: Arbor Health Technologies Inc. — Initial Public Offering of Common Stock
Matter Number: 1010-00002
Deliverable Category: Closing Documents & Deliverables (Section VIII of Closing Checklist)
Purpose: The certificates of good standing compiled herein are for inclusion in the closing deliverables for the base offering closing on February 13, 2024, as required pursuant to the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement"), among Arbor Health Technologies Inc., a Delaware corporation (the "Company"), and Whitfield Barrow & Co., LLC, as Representative of the several underwriters named therein (the "Representative"). Delivery of certificates of good standing from each jurisdiction in which the Company is incorporated or qualified to do business is a condition precedent to the obligations of the several underwriters under the Underwriting Agreement.
Contents of This Compilation:
(i) Certificate of Good Standing issued by the Secretary of State of the State of Delaware, dated February 9, 2024; and
(ii) Certificate of Good Standing (Certificate of Legal Existence and Good Standing) issued by the Secretary of the Commonwealth of Massachusetts, dated February 9, 2024.
Both certificates are dated February 9, 2024, which falls within five (5) business days of the closing date of February 13, 2024, as required by Section 7 of the Underwriting Agreement.
Compiled by: Claire Dempsey, Working Associate, Calderwood & Harkness LLP
Reviewed by: Eric Johannsen, Lead Associate, Calderwood & Harkness LLP
CERTIFICATE I
CERTIFICATE OF GOOD STANDING
STATE OF DELAWARE
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
DIVISION OF CORPORATIONS
CERTIFICATE OF GOOD STANDING
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE FOLLOWING WITH RESPECT TO THE ENTITY IDENTIFIED BELOW, AS REFLECTED IN THE RECORDS OF THIS OFFICE AS OF THE DATE AND TIME SET FORTH HEREIN:
Good Standing Confirmation
The undersigned, being the Secretary of State of the State of Delaware, does hereby certify that ARBOR HEALTH TECHNOLOGIES INC. is a corporation duly incorporated and existing under and by virtue of the General Corporation Law of the State of Delaware.
It is hereby further certified that this corporation is in good standing in the State of Delaware.
It is hereby further certified that all franchise taxes due and owing to the State of Delaware by the above-referenced corporation have been assessed and paid through the current tax assessment period, including all taxes, interest, and penalties that have become due and payable.
It is hereby further certified that this corporation has not been voided, dissolved, or had its charter revoked or forfeited under the laws of the State of Delaware.
It is hereby further certified that no certificate of dissolution has been filed by or on behalf of the above-referenced entity in the Office of the Secretary of State of the State of Delaware.
Date and Authentication
Date of Issuance: February 9, 2024
Time of Issuance: 10:47 A.M. EST
Authentication/Verification Number: 9217-4835-6021
This certificate may be verified online at the Delaware Division of Corporations website by reference to the authentication/verification number set forth above.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal of the State of Delaware this 9th day of February, 2024.
________________________________________
Jeffrey W. Bullock Secretary of State of the State of Delaware
[OFFICIAL SEAL — STATE OF DELAWARE — OFFICE OF THE SECRETARY OF STATE]
Authentication: 9217-4835-6021
Note on Scope of Certificate
This certificate relates only to the status of the above-referenced entity as reflected in the records maintained by the Office of the Secretary of State of the State of Delaware as of the date and time specified herein. This certificate does not extend to, and should not be relied upon with respect to, the compliance of the above-referenced entity with the laws, rules, or regulations of any other jurisdiction, or with respect to the tax status of the entity under the internal revenue laws of the United States or the tax laws of the State of Delaware, other than franchise taxes assessed and administered by the Division of Corporations. The State of Delaware, the Office of the Secretary of State, and the Division of Corporations assume no liability for any reliance upon this certificate beyond the scope of the matters expressly certified herein.
CERTIFICATE II
CERTIFICATE OF GOOD STANDING
COMMONWEALTH OF MASSACHUSETTS
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE SECRETARY OF THE COMMONWEALTH
CORPORATIONS DIVISION
ONE ASHBURTON PLACE, 17TH FLOOR, BOSTON, MA 02108
CERTIFICATE OF LEGAL EXISTENCE AND GOOD STANDING
I, WILLIAM FRANCIS GALVIN, SECRETARY OF THE COMMONWEALTH OF MASSACHUSETTS, DO HEREBY CERTIFY THE FOLLOWING WITH RESPECT TO THE ENTITY IDENTIFIED BELOW, AS SHOWN BY THE RECORDS OF THIS OFFICE:
Good Standing Confirmation
The undersigned Secretary of the Commonwealth of Massachusetts hereby certifies that ARBOR HEALTH TECHNOLOGIES INC., a foreign corporation originally incorporated under the laws of the State of Delaware, is duly registered and authorized to transact business in the Commonwealth of Massachusetts as a foreign corporation pursuant to the provisions of Chapter 156D of the Massachusetts General Laws.
It is hereby further certified that said foreign corporation is in good standing in the Commonwealth of Massachusetts.
It is hereby further certified that all annual reports required to be filed by the above-referenced foreign corporation with the Office of the Secretary of the Commonwealth have been duly filed in a timely manner, including the most recent annual report due and payable.
It is hereby further certified that all taxes, fees, assessments, and penalties owed to the Commonwealth of Massachusetts by the above-referenced foreign corporation, including but not limited to filing fees and any corporate excise taxes administered by the Massachusetts Department of Revenue and reported to this office, have been paid or have otherwise been properly accounted for as of the date hereof.
It is hereby further certified that the authority of said foreign corporation to transact business in the Commonwealth of Massachusetts has not been revoked, suspended, or withdrawn, and no proceedings for such revocation, suspension, or withdrawal are currently pending before this office.
Date and Authentication
Date of Issuance: February 9, 2024
Time of Issuance: 2:13 P.M. EST
Authentication/Verification Number: MA-SOC-2024-00038741
This certificate may be verified online at the Massachusetts Secretary of the Commonwealth Corporations Division website (www.sec.state.ma.us/cor) by reference to the authentication/verification number set forth above.
IN WITNESS WHEREOF, I have caused the Great Seal of the Commonwealth of Massachusetts to be affixed hereto and have hereunto set my hand at the City of Boston this 9th day of February, 2024.
________________________________________
William Francis Galvin Secretary of the Commonwealth of Massachusetts
[GREAT SEAL — THE COMMONWEALTH OF MASSACHUSETTS]
Authentication: MA-SOC-2024-00038741
Note on Scope of Certificate
This certificate speaks only as of the date and time of issuance set forth above and relates only to the records maintained by the Office of the Secretary of the Commonwealth of Massachusetts. This certificate should not be construed as a certification of compliance with any federal law or regulation or with the laws of any other state or jurisdiction. This certificate does not constitute a certification regarding the tax status of the entity under the laws of the Commonwealth of Massachusetts, except to the extent that such status is reflected in the records of this office as reported by the Massachusetts Department of Revenue. The Office of the Secretary of the Commonwealth assumes no responsibility for changes in the status of the above-referenced entity occurring after the date and time of issuance of this certificate.
CALDERWOOD & HARKNESS LLP
TRANSMITTAL NOTATION / INTERNAL COVER MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
February 12, 2024
MEMORANDUM
1. Purpose. This memorandum accompanies the compilation of certificates of good standing obtained on behalf of our client, Arbor Health Technologies Inc. (the "Company"), in connection with the initial public offering of shares of the Company's common stock (the "Offering"). The certificates enclosed herewith are intended to satisfy the conditions precedent to closing set forth in the Underwriting Agreement (as defined below).
2. Transaction Reference Details
The following is a summary of the relevant transaction details for reference:
3. Certificates Obtained
Both certificates of good standing were ordered by this office on February 7, 2024, through expedited processing channels and were received electronically on February 9, 2024. Both certificates are dated February 9, 2024. The following certificates are included in this compilation:
(a) Certificate of Good Standing — State of Delaware. Certificate of Good Standing issued by the Secretary of State of the State of Delaware with respect to Arbor Health Technologies Inc. (Delaware File No. 5574831), dated February 9, 2024, confirming that the Company is duly incorporated, existing, and in good standing under the General Corporation Law of the State of Delaware and that all franchise taxes have been paid through the current tax assessment period. Authentication/Verification No.: 9217-4835-6021. (Closing Checklist Item No. VIII-4(a).)
(b) Certificate of Good Standing — Commonwealth of Massachusetts. Certificate of Legal Existence and Good Standing issued by the Secretary of the Commonwealth of Massachusetts with respect to Arbor Health Technologies Inc. (Massachusetts Foreign Corporation ID No. FC-001287463), dated February 9, 2024, confirming that the Company is duly registered and authorized to transact business in the Commonwealth of Massachusetts as a foreign corporation and that the Company is in good standing, with all annual reports filed and all taxes, fees, and penalties paid. Authentication/Verification No.: MA-SOC-2024-00038741. (Closing Checklist Item No. VIII-4(b).)
4. Compliance with Underwriting Agreement Requirements
Section 7 of the Underwriting Agreement requires delivery, at or prior to the closing, of certificates of good standing from each jurisdiction in which the Company is incorporated or qualified to do business, in each case dated within five (5) business days of the closing date. The closing date is February 13, 2024. Both certificates are dated February 9, 2024. The five (5) business day period preceding the closing date commenced on February 7, 2024. Accordingly, both certificates fall within the required window and satisfy the dating requirement set forth in the Underwriting Agreement.
I confirm that these certificates, together, satisfy the conditions precedent to closing under Section 7 of the Underwriting Agreement with respect to certificates of good standing of the Company.
5. Distribution.
(a) Physical Originals. The original certificates will be included in the physical closing binder to be assembled and distributed following the closing on February 13, 2024.
(b) Electronic Copies. Electronic copies (PDF) of each certificate have been or will be distributed to the following parties:
(i) Meridian Hale & Quivorn LLP (counsel to the underwriters) — Attention: Graham Neville, Partner, and Kathryn Brennan, Associate;
(ii) Rachel Moynihan, General Counsel & Corporate Secretary, Arbor Health Technologies Inc.; and
(iii) Calderwood & Harkness LLP internal deal team files (Matter No. 1010-00002).
6. Confirmation. Please confirm receipt of this memorandum and the enclosed certificates at your earliest convenience. If there are any questions regarding the foregoing or if any additional certificates are required in connection with the closing or the exercise of the overallotment option, please do not hesitate to contact me.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
________________________________________
Claire Dempsey Working Associate Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Tel: (212) 558-4000
Email: cdempsey@calderwoodharkness.com
cc: Eric Johannsen, Lead Associate, Calderwood & Harkness LLP Theodore Langston, Partner, Calderwood & Harkness LLP Deal File — Matter No. 1010-00002
Entity Name: | Arbor Health Technologies Inc.
Entity Type: | Corporation
State of Incorporation: | Delaware
File Number: | 5574831
Date of Incorporation: | June 17, 2014
Registered Agent: | National Registered Agents of Delaware, Inc.
Registered Agent Address: | 160 Greentree Drive, Suite 101, Dover, DE 19904
Entity Name: | Arbor Health Technologies Inc.
Entity Type: | Foreign Corporation
Jurisdiction of Incorporation: | Delaware
Date of Registration/Qualification in Massachusetts: | September 4, 2015
Massachusetts Foreign Corporation ID No.: | FC-001287463
Principal Office in Massachusetts: | 275 Kendall Avenue, Suite 1400, Cambridge, MA 02142
TO: | Eric Johannsen, Lead Associate, Calderwood & Harkness LLP
Theodore Langston, Partner, Calderwood & Harkness LLP
FROM: | Claire Dempsey, Working Associate, Calderwood & Harkness LLP
DATE: | February 12, 2024
RE: | Certificates of Good Standing — Arbor Health Technologies Inc. IPO — Matter No. 1010-00002
CLOSING CHECKLIST ITEMS: | Item Nos. VIII-4(a) and VIII-4(b)
Offering: | Initial public offering of 20,000,000 shares of common stock, par value $0.001 per share, of Arbor Health Technologies Inc.
NYSE Listing: | New York Stock Exchange, ticker symbol "ARHT"
CUSIP: | 039217105
SEC File Number: | 333-276841
IPO Price: | $20.00 per share
Aggregate Offering Size (Base): | $400,000,000
Signing Date / Pricing Date: | February 8, 2024
Closing Date: | February 13, 2024
Underwriting Agreement: | Underwriting Agreement dated February 8, 2024, among Arbor Health Technologies Inc., Whitfield Barrow & Co., LLC (as Representative of the several underwriters), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC

CLOSING DELIVERABLE

CERTIFICATES OF GOOD STANDING

CERTIFICATE I

CERTIFICATE OF GOOD STANDING

STATE OF DELAWARE

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

DIVISION OF CORPORATIONS

CERTIFICATE OF GOOD STANDING

CERTIFICATE II

CERTIFICATE OF GOOD STANDING

COMMONWEALTH OF MASSACHUSETTS

THE COMMONWEALTH OF MASSACHUSETTS

OFFICE OF THE SECRETARY OF THE COMMONWEALTH

CORPORATIONS DIVISION

ONE ASHBURTON PLACE, 17TH FLOOR, BOSTON, MA 02108

CERTIFICATE OF LEGAL EXISTENCE AND GOOD STANDING

CALDERWOOD & HARKNESS LLP

TRANSMITTAL NOTATION / INTERNAL COVER MEMORANDUM

MEMORANDUM

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts