1010-00002 · Client 1010 · Closing

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SECRETARY'S CERTIFICATE

ARBOR HEALTH TECHNOLOGIES INC.

Delivered Pursuant to Section 7(e) of the Underwriting Agreement dated February 8, 2024, among Arbor Health Technologies Inc., Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters Named Therein (Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC)

February 13, 2024

I, Rachel Moynihan, the duly appointed General Counsel and Corporate Secretary of Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142, do hereby certify, in my capacity as General Counsel and Corporate Secretary of the Company, and not in my individual capacity, the following as of the date first written above (the "Closing Date"):

RECITALS

WHEREAS, the Company is undertaking an initial public offering (the "IPO" or the "Offering") of 20,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), at a public offering price of $20.00 per share, plus up to 3,000,000 additional shares of Common Stock pursuant to the 30-day overallotment option granted to the underwriters (the "Option Shares" and, together with the 20,000,000 shares offered in the base offering, the "Shares");

WHEREAS, in connection with the Offering, the Company filed a Registration Statement on Form S-1 (File No. 333-276841) with the Securities and Exchange Commission (the "SEC"), which Registration Statement was declared effective by the SEC on February 8, 2024 (as amended and supplemented through the date hereof, the "Registration Statement"), including the prospectus forming a part thereof (the "Prospectus");

WHEREAS, in connection with the Offering, the Company's Common Stock has been approved for listing on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT";

WHEREAS, the Company has entered into that certain Underwriting Agreement, dated February 8, 2024 (the "Underwriting Agreement"), by and among the Company and Whitfield Barrow & Co., LLC ("Whitfield Barrow"), as representative (the "Representative") of the several underwriters named therein, including Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively with Whitfield Barrow, the "Underwriters"); and

WHEREAS, this Secretary's Certificate (this "Certificate") is being delivered by the undersigned in satisfaction of the conditions set forth in Section 7(e) of the Underwriting Agreement, as a condition precedent to the closing of the Offering on the Closing Date.

NOW, THEREFORE, I, Rachel Moynihan, General Counsel and Corporate Secretary of the Company, do hereby certify as follows:

CERTIFICATIONS

Certification 1: Amended and Restated Certificate of Incorporation

I hereby certify that the document attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. (the "A&R Charter"), as filed with the Secretary of State of the State of Delaware on February 13, 2024, and effective upon such filing. The A&R Charter was adopted and approved in accordance with the provisions of the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"), and supersedes all prior certificates of incorporation of the Company.

Without limiting the generality of the foregoing, I note for reference that the A&R Charter contains the following key provisions, among others:

(a) Authorized Capital Stock. The total number of shares of capital stock that the Company is authorized to issue is 450,000,000 shares, consisting of (i) 400,000,000 shares of Common Stock, par value $0.001 per share, and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"). The Preferred Stock may be issued from time to time in one or more series, with such designations, preferences, voting powers, relative, participating, optional, and other special rights, qualifications, limitations, and restrictions thereof as determined by the Board of Directors of the Company (the "Board") in its sole discretion, without further stockholder approval (so-called "blank check" preferred stock).

(b) Prohibition on Stockholder Action by Written Consent. Subject to the rights of holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by stockholders of the Company must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by such stockholders.

(c) Supermajority Voting Requirement. The affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to amend, alter, change, or repeal, or adopt any provision inconsistent with, certain specified provisions of the A&R Charter and certain provisions of the Amended and Restated Bylaws of the Company.

(d) Exclusive Forum. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the A&R Charter or the Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. The federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

(e) Section 203 of the DGCL. The Company has not elected to opt out of Section 203 of the DGCL, and accordingly the restrictions on business combinations with interested stockholders set forth in Section 203 apply to the Company.

I further certify that the A&R Charter has not been further amended, modified, restated, or supplemented since its filing with the Secretary of State of the State of Delaware on February 13, 2024, and remains in full force and effect as of the date hereof.

Certification 2: Amended and Restated Bylaws

I hereby certify that the document attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Arbor Health Technologies Inc. (the "A&R Bylaws"), as adopted by the Board of Directors of the Company on February 8, 2024, to become effective upon the closing of the IPO.

Without limiting the generality of the foregoing, I note for reference that the A&R Bylaws contain the following key provisions, among others:

(a) Classified Board Structure. The Board of Directors is divided into three classes, designated Class I, Class II, and Class III, with each class consisting, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board. Each class of directors serves a staggered three-year term. At each annual meeting of stockholders, the successors of the class of directors whose term expires at such meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.

(b) Advance Notice Provisions. Stockholders seeking to nominate candidates for election as directors or to bring other business before an annual meeting of stockholders must provide timely notice thereof in proper written form to the Corporate Secretary of the Company. To be timely, a stockholder's notice must be received by the Corporate Secretary at the principal executive offices of the Company not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred and twentieth (120th) day, prior to the first anniversary of the preceding year's annual meeting.

(c) Proxy Access. A stockholder (or a group of up to twenty (20) stockholders) that has owned at least three percent (3%) of the Company's outstanding Common Stock continuously for at least three (3) years may nominate and include in the Company's proxy materials director nominees constituting the greater of two (2) directors or twenty percent (20%) of the Board, subject to the terms and conditions set forth in the A&R Bylaws.

(d) Indemnification and Advancement. The Company shall indemnify, to the fullest extent permitted by the DGCL, as the same may be amended from time to time, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the Company. The Company shall also advance expenses (including attorneys' fees) incurred by any director or officer in defending any such proceeding in advance of its final disposition, subject to the requirements set forth in the A&R Bylaws and the DGCL.

I further certify that the A&R Bylaws have not been further amended, modified, restated, or supplemented since their adoption by the Board of Directors on February 8, 2024, and remain in full force and effect as of the date hereof.

Certification 3: Board Resolutions — IPO Authorization

I hereby certify that the document attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "IPO Resolutions") duly adopted by the Board of Directors of the Company at a duly convened meeting of the Board held on or about October 18, 2023, at which a quorum was present and acting throughout, and subsequently reaffirmed by the Board of Directors at a duly convened meeting held on January 15, 2024, at which a quorum was likewise present and acting throughout. The IPO Resolutions were adopted in accordance with the Company's then-existing certificate of incorporation and bylaws and the DGCL.

The IPO Resolutions authorize, approve, and ratify, among other things, the following:

(a) Initial Public Offering. The initial public offering of shares of Common Stock of the Company on the New York Stock Exchange under the ticker symbol "ARHT," and the taking of all actions necessary or desirable in connection therewith.

(b) Registration Statement. The preparation, filing, and prosecution of the Registration Statement on Form S-1 with the SEC (File No. 333-276841; CIK No. 0001987432), including any and all amendments and supplements thereto, and the filing of the related prospectus and any prospectus supplement, in connection with the registration of the Shares under the Securities Act of 1933, as amended.

(c) Engagement of Underwriters. The engagement of Whitfield Barrow & Co., LLC as lead left bookrunner for the Offering, and the engagement of Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC as joint bookrunners and co-managers for the Offering, and the negotiation and execution of the Underwriting Agreement and related agreements with such underwriters on terms and conditions acceptable to the officers of the Company.

(d) Organizational Documents. The adoption of the Amended and Restated Certificate of Incorporation (subject to stockholder approval as required by the DGCL) and the Amended and Restated Bylaws of the Company, each to become effective upon or prior to the closing of the IPO.

(e) Governance Documents. The adoption of each of the following governance documents, each to become effective upon the closing of the IPO: (i) the Audit Committee Charter; (ii) the Compensation Committee Charter; (iii) the Nominating and Corporate Governance Committee Charter; (iv) the Corporate Governance Guidelines; and (v) the Code of Business Conduct and Ethics.

(f) 2024 Equity Incentive Plan. The approval and adoption of the Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "2024 Plan"), reserving 10,300,000 shares of Common Stock for issuance thereunder, representing approximately ten percent (10%) of the total post-IPO outstanding shares of Common Stock of 103,000,000 shares (assuming the exercise of the overallotment option in full). The 2024 Plan includes an annual automatic share increase provision (the "Evergreen Provision") pursuant to which the number of shares reserved for issuance under the 2024 Plan will automatically increase on January 1 of each calendar year, commencing on January 1, 2025, and ending on (and including) January 1, 2034, in an amount equal to three percent (3%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year, or such lesser number of shares as determined by the Board or a committee thereof. The 2024 Plan was adopted by the Board on January 15, 2024.

(g) 2024 Employee Stock Purchase Plan. The approval and adoption of the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan (the "ESPP"), reserving 2,060,000 shares of Common Stock for issuance thereunder, representing approximately two percent (2%) of the total post-IPO outstanding shares of Common Stock. The ESPP provides for a purchase price discount of fifteen percent (15%) of the lesser of the fair market value of a share of Common Stock on (x) the first day of the applicable offering period or (y) the last day of the applicable purchase period, with semi-annual offering periods. The ESPP is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP was adopted by the Board on January 15, 2024.

(h) Transfer Agent and Registrar. The appointment of Continental Share Services, Inc., with offices located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, as the transfer agent and registrar for the Company's Common Stock.

(i) Issuer's Counsel. The engagement of Calderwood & Harkness LLP, with offices located at 125 Broad Street, New York, New York 10004, as counsel to the Company in connection with the IPO and the transactions contemplated thereby.

(j) Independent Registered Public Accounting Firm. The engagement of Kellerman & Associates LLP, with offices located at 345 Park Avenue, New York, New York 10154, as the independent registered public accounting firm of the Company.

(k) General Authorization. The authorization and empowerment of any officer of the Company, acting alone or together with any one or more other officers, to execute and deliver, in the name and on behalf of the Company, all such documents, instruments, agreements, certificates, notices, consents, and other writings, and to take or cause to be taken all such further actions, as such officer or officers may deem necessary, appropriate, or desirable in order to carry out the intent and accomplish the purposes of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's approval thereof.

I further certify that the IPO Resolutions have not been rescinded, amended, modified, or revoked, in whole or in part, and remain in full force and effect as of the date hereof.

Certification 4: Pricing Committee Resolutions

I hereby certify that the document attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Pricing Resolutions") duly adopted by the Pricing Committee of the Board of Directors (the "Pricing Committee") on February 8, 2024, by unanimous written consent, in accordance with the authority delegated to the Pricing Committee by the Board of Directors pursuant to the IPO Resolutions. The Pricing Committee was duly constituted and authorized to act in accordance with the Company's organizational documents and the DGCL.

The Pricing Resolutions authorize, approve, and ratify, among other things, the following:

(a) Final IPO Pricing. The determination of the final initial public offering price of $20.00 per share of Common Stock, which price represents the top of the revised estimated price range of $18.00 to $20.00 per share, and is above the original estimated price range of $17.00 to $19.00 per share as initially disclosed in the Registration Statement.

(b) Underwriting discount. The determination of an underwriting discount of $1.20 per share (representing 6.0% of the public offering price of $20.00 per share), resulting in net proceeds to the Company of $18.80 per share (before deducting offering expenses payable by the Company).

(c) Execution of the Underwriting Agreement. The authorization of the execution and delivery by the Company of the Underwriting Agreement, dated February 8, 2024, by and among the Company and the Underwriters, on the terms and conditions set forth therein.

(d) Issuance and Sale of Shares. The authorization of the issuance and sale by the Company of (i) 20,000,000 shares of Common Stock in the base offering, and (ii) up to 3,000,000 additional shares of Common Stock (the Option Shares) pursuant to the 30-day overallotment option granted to the Underwriters under the terms of the Underwriting Agreement.

(e) Gross Proceeds. The base gross proceeds to the Company from the Offering (before underwriting discounts and commissions and estimated offering expenses) are $400,000,000 (20,000,000 shares multiplied by $20.00 per share). In the event the overallotment option is exercised in full, the maximum gross proceeds to the Company would be $460,000,000 (23,000,000 shares multiplied by $20.00 per share).

I further certify that the Pricing Resolutions have not been rescinded, amended, modified, or revoked, in whole or in part, and remain in full force and effect as of the date hereof.

Certification 5: Stockholder Written Consent

I hereby certify that the document attached hereto as Exhibit E is a true, correct, and complete copy of the written consent of the stockholders of the Company (the "Stockholder Consent"), executed and delivered by stockholders of the Company holding a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon.

The Stockholder Consent was executed by the following stockholders, among others:

The foregoing stockholders executing the Stockholder Consent collectively hold substantially more than a majority of the 80,000,000 shares of Common Stock outstanding immediately prior to the Offering and constitute the requisite vote for the approval of the matters set forth therein under the DGCL and the Company's then-existing certificate of incorporation and bylaws.

The Stockholder Consent approves the following matters, among others:

(a) The adoption and approval of the Amended and Restated Certificate of Incorporation of the Company, including, without limitation, (i) the increase in the authorized number of shares of Common Stock from the number previously authorized to 400,000,000 shares, (ii) the authorization of 50,000,000 shares of blank check Preferred Stock, (iii) the prohibition on stockholder action by written consent (effective upon the closing of the IPO), (iv) the supermajority voting requirement of 66⅔% for amendment of certain provisions of the A&R Charter and A&R Bylaws, (v) the exclusive forum provision, and (vi) all other provisions of the A&R Charter as filed with the Secretary of State of the State of Delaware.

(b) The approval and adoption of the 2024 Equity Incentive Plan, with 10,300,000 shares of Common Stock reserved for issuance thereunder, including the Evergreen Provision.

(c) The approval and adoption of the 2024 Employee Stock Purchase Plan, with 2,060,000 shares of Common Stock reserved for issuance thereunder.

(d) Such other matters as are required or desirable in connection with the IPO and the transactions contemplated by the Underwriting Agreement.

I further certify that the Stockholder Consent has not been revoked, amended, modified, or rescinded, in whole or in part, and remains in full force and effect as of the date hereof.

ADDITIONAL CERTIFICATIONS

Certification 6: Incumbency

I hereby certify that each of the persons named below is a duly elected or appointed officer or director of the Company, as applicable, holding the title set forth opposite his or her name below, and that each such person has been duly authorized to execute and deliver documents, instruments, agreements, certificates, and other writings on behalf of the Company in connection with the IPO and the Underwriting Agreement. The signature set forth opposite each such person's name below is the true, genuine, and authentic signature of such person.

Each of the foregoing officers continues to hold his or her respective office and is duly authorized to act in such capacity as of the date hereof.

Certification 7: Board Composition

I hereby certify that, as of the date hereof, the Board of Directors of the Company consists of seven (7) members, and that the following individuals are the duly elected members of the Board, holding the classifications set forth below in accordance with the classified board structure established pursuant to the A&R Bylaws:

I further certify that the following standing committees of the Board of Directors have been duly constituted, effective upon the closing of the IPO, with the membership set forth below:

Audit Committee:

• Carolyn Whittemore (Chair)

• Dr. Samuel Obadina

• Howard Feng

Each member of the Audit Committee qualifies as an "independent director" within the meaning of Section 303A of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The Board has determined that Carolyn Whittemore qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K.

Compensation Committee:

• Dr. Samuel Obadina (Chair)

• Diana Coltrane

• Carolyn Whittemore

Nominating and Corporate Governance Committee:

• Leonard Corbett (Chair)

• Howard Feng

• Dr. Samuel Obadina

Certification 8: Capitalization

I hereby certify that, as of the date hereof and immediately prior to the closing of the IPO:

(a) The authorized capital stock of the Company consists of (i) 400,000,000 shares of Common Stock, par value $0.001 per share, and (ii) 50,000,000 shares of Preferred Stock, par value $0.001 per share.

(b) Immediately prior to the closing of the IPO, there are 80,000,000 shares of Common Stock issued and outstanding.

(c) Upon the consummation of the base offering of 20,000,000 shares of Common Stock, there will be 100,000,000 shares of Common Stock issued and outstanding.

(d) Upon the exercise in full of the overallotment option and the issuance of 3,000,000 additional shares of Common Stock, there will be 103,000,000 shares of Common Stock issued and outstanding.

(e) No shares of Preferred Stock are issued or outstanding as of the date hereof, and no shares of Preferred Stock will be issued or outstanding upon the consummation of the Offering.

The foregoing capitalization figures do not reflect (i) 10,300,000 shares of Common Stock reserved for issuance under the 2024 Equity Incentive Plan, (ii) 2,060,000 shares of Common Stock reserved for issuance under the 2024 Employee Stock Purchase Plan, or (iii) any shares issuable upon the exercise of stock options or settlement of restricted stock units outstanding under any equity compensation plan of the Company.

Certification 9: Good Standing and Qualification

I hereby certify that the Company is validly existing as a corporation in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as described in the Registration Statement and the Prospectus.

The Company is duly qualified to transact business as a foreign corporation and is in good standing in the Commonwealth of Massachusetts and in each other jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition, or results of operations of the Company.

The Company's Federal Employer Identification Number is 47-3891205.

Certification 10: No Conflict; No Proceedings

I hereby certify that, to the best of my knowledge and belief, after due inquiry:

(a) The execution and delivery by the Company of the Underwriting Agreement, the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, the adoption of the Amended and Restated Bylaws by the Board of Directors, and the issuance and sale of the Shares contemplated by the Offering and the Underwriting Agreement, do not and will not (i) violate or conflict with any provision of the A&R Charter or the A&R Bylaws, (ii) violate or conflict with any provision of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, charge, or encumbrance upon any of the properties or assets of the Company under, any material agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, or other instrument to which the Company is a party or by which the Company is bound or to which any of the properties or assets of the Company is subject, or (iii) violate or conflict with any statute, rule, regulation, order, judgment, or decree applicable to the Company or any of its properties or assets of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Company or any of its properties or assets.

(b) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC as of the date hereof, and no proceedings for that purpose have been instituted or, to the best of my knowledge, are threatened by the SEC.

REGISTERED AGENT

I hereby confirm that the Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., with an address at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The registered agent has been duly appointed and continues to serve in such capacity as of the date hereof.

RELIANCE

This Certificate is being delivered to the Underwriters—namely, Whitfield Barrow & Co., LLC, Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC—and to their counsel, Meridian Hale & Quivorn LLP, in connection with the closing of the Offering on the date hereof. Each of the Underwriters and Meridian Hale & Quivorn LLP is entitled to rely on the certifications, representations, and statements contained herein as if such certifications, representations, and statements were addressed directly to such party. This Certificate may not be relied upon by any other person or entity without the prior written consent of the Company.

The undersigned has reviewed the documents referenced herein and the exhibits attached hereto. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Arbor Health Technologies Inc. as of this 13th day of February, 2024.

ARBOR HEALTH TECHNOLOGIES INC.

By: ________

Name: Rachel Moynihan

Title: General Counsel and Corporate Secretary

Date: February 13, 2024

[Corporate Seal]

LIST OF EXHIBITS

The following exhibits are attached to and form an integral part of this Secretary's Certificate. Each exhibit is incorporated herein by reference in its entirety.

Note: The exhibits themselves consist of the full text of each referenced document as attached hereto. This Secretary's Certificate serves as the cover certification authenticating each such attachment.

Stockholder	Shares of Common Stock Held	Percentage of Pre-IPO Outstanding
Brindoval Trelvon Partners Fund IV, L.P.	28,000,000	35.0%
Ridgeline Growth Equity Fund III, LLC	16,000,000	20.0%
Dr. Nathaniel Rourke	12,800,000	16.0%
Margaret Tsujimoto	9,600,000	12.0%
Other Holders	13,600,000	17.0%
Total	80,000,000	100.0%
Name	Title	Specimen Signature
Dr. Nathaniel Rourke	Co-Founder, Chairman & Chief Executive Officer	________
Margaret "Meg" Tsujimoto	Co-Founder & Chief Technology Officer	________
David Halderman	Chief Financial Officer	________
Rachel Moynihan	General Counsel & Corporate Secretary	________
Dr. Priya Subramanian	Chief Medical Officer	________
Name	Designation / Status	Board Class
Dr. Nathaniel Rourke (Chairman)	Co-Founder	Class III
Margaret Tsujimoto	Co-Founder	Class III
Leonard Corbett	Designee of Brindoval Trelvon Partners	Class I
Diana Coltrane	Designee of Brindoval Trelvon Partners	Class II
Howard Feng	Designee of Ridgeline Growth Equity	Class II
Carolyn Whittemore	Independent Director	Class I
Dr. Samuel Obadina	Independent Director	Class III
Exhibit	Description
Exhibit A	Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. (filed with the Secretary of State of the State of Delaware on February 13, 2024)
Exhibit B	Amended and Restated Bylaws of Arbor Health Technologies Inc. (adopted by the Board of Directors on February 8, 2024, effective upon the closing of the IPO)
Exhibit C	Board Resolutions — IPO Authorization (adopted by the Board of Directors on or about October 18, 2023, and reaffirmed on January 15, 2024)

Exhibit D	Pricing Committee Resolutions (adopted by the Pricing Committee of the Board of Directors on February 8, 2024)
Exhibit E	Stockholder Written Consent — IPO Authorization (executed by stockholders holding a majority of the outstanding shares of Common Stock)

SECRETARY'S CERTIFICATE
OF
ARBOR HEALTH TECHNOLOGIES INC.
Delivered Pursuant to Section 7(e) of the Underwriting Agreement dated February 8, 2024, among Arbor Health Technologies Inc., Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters Named Therein (Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC)
February 13, 2024
I, Rachel Moynihan, the duly appointed General Counsel and Corporate Secretary of Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142, do hereby certify, in my capacity as General Counsel and Corporate Secretary of the Company, and not in my individual capacity, the following as of the date first written above (the "Closing Date"):
RECITALS
WHEREAS, the Company is undertaking an initial public offering (the "IPO" or the "Offering") of 20,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), at a public offering price of $20.00 per share, plus up to 3,000,000 additional shares of Common Stock pursuant to the 30-day overallotment option granted to the underwriters (the "Option Shares" and, together with the 20,000,000 shares offered in the base offering, the "Shares");
WHEREAS, in connection with the Offering, the Company filed a Registration Statement on Form S-1 (File No. 333-276841) with the Securities and Exchange Commission (the "SEC"), which Registration Statement was declared effective by the SEC on February 8, 2024 (as amended and supplemented through the date hereof, the "Registration Statement"), including the prospectus forming a part thereof (the "Prospectus");
WHEREAS, in connection with the Offering, the Company's Common Stock has been approved for listing on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT";
WHEREAS, the Company has entered into that certain Underwriting Agreement, dated February 8, 2024 (the "Underwriting Agreement"), by and among the Company and Whitfield Barrow & Co., LLC ("Whitfield Barrow"), as representative (the "Representative") of the several underwriters named therein, including Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (collectively with Whitfield Barrow, the "Underwriters"); and
WHEREAS, this Secretary's Certificate (this "Certificate") is being delivered by the undersigned in satisfaction of the conditions set forth in Section 7(e) of the Underwriting Agreement, as a condition precedent to the closing of the Offering on the Closing Date.
NOW, THEREFORE, I, Rachel Moynihan, General Counsel and Corporate Secretary of the Company, do hereby certify as follows:
CERTIFICATIONS
Certification 1: Amended and Restated Certificate of Incorporation
I hereby certify that the document attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. (the "A&R Charter"), as filed with the Secretary of State of the State of Delaware on February 13, 2024, and effective upon such filing. The A&R Charter was adopted and approved in accordance with the provisions of the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL"), and supersedes all prior certificates of incorporation of the Company.
Without limiting the generality of the foregoing, I note for reference that the A&R Charter contains the following key provisions, among others:
(a) Authorized Capital Stock. The total number of shares of capital stock that the Company is authorized to issue is 450,000,000 shares, consisting of (i) 400,000,000 shares of Common Stock, par value $0.001 per share, and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"). The Preferred Stock may be issued from time to time in one or more series, with such designations, preferences, voting powers, relative, participating, optional, and other special rights, qualifications, limitations, and restrictions thereof as determined by the Board of Directors of the Company (the "Board") in its sole discretion, without further stockholder approval (so-called "blank check" preferred stock).
(b) Prohibition on Stockholder Action by Written Consent. Subject to the rights of holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by stockholders of the Company must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by such stockholders.
(c) Supermajority Voting Requirement. The affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, is required to amend, alter, change, or repeal, or adopt any provision inconsistent with, certain specified provisions of the A&R Charter and certain provisions of the Amended and Restated Bylaws of the Company.
(d) Exclusive Forum. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the A&R Charter or the Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. The federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
(e) Section 203 of the DGCL. The Company has not elected to opt out of Section 203 of the DGCL, and accordingly the restrictions on business combinations with interested stockholders set forth in Section 203 apply to the Company.
I further certify that the A&R Charter has not been further amended, modified, restated, or supplemented since its filing with the Secretary of State of the State of Delaware on February 13, 2024, and remains in full force and effect as of the date hereof.
Certification 2: Amended and Restated Bylaws
I hereby certify that the document attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Arbor Health Technologies Inc. (the "A&R Bylaws"), as adopted by the Board of Directors of the Company on February 8, 2024, to become effective upon the closing of the IPO.
Without limiting the generality of the foregoing, I note for reference that the A&R Bylaws contain the following key provisions, among others:
(a) Classified Board Structure. The Board of Directors is divided into three classes, designated Class I, Class II, and Class III, with each class consisting, as nearly as may be practicable, of one-third of the total number of directors constituting the entire Board. Each class of directors serves a staggered three-year term. At each annual meeting of stockholders, the successors of the class of directors whose term expires at such meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.
(b) Advance Notice Provisions. Stockholders seeking to nominate candidates for election as directors or to bring other business before an annual meeting of stockholders must provide timely notice thereof in proper written form to the Corporate Secretary of the Company. To be timely, a stockholder's notice must be received by the Corporate Secretary at the principal executive offices of the Company not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred and twentieth (120th) day, prior to the first anniversary of the preceding year's annual meeting.
(c) Proxy Access. A stockholder (or a group of up to twenty (20) stockholders) that has owned at least three percent (3%) of the Company's outstanding Common Stock continuously for at least three (3) years may nominate and include in the Company's proxy materials director nominees constituting the greater of two (2) directors or twenty percent (20%) of the Board, subject to the terms and conditions set forth in the A&R Bylaws.
(d) Indemnification and Advancement. The Company shall indemnify, to the fullest extent permitted by the DGCL, as the same may be amended from time to time, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the Company. The Company shall also advance expenses (including attorneys' fees) incurred by any director or officer in defending any such proceeding in advance of its final disposition, subject to the requirements set forth in the A&R Bylaws and the DGCL.
I further certify that the A&R Bylaws have not been further amended, modified, restated, or supplemented since their adoption by the Board of Directors on February 8, 2024, and remain in full force and effect as of the date hereof.
Certification 3: Board Resolutions — IPO Authorization
I hereby certify that the document attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "IPO Resolutions") duly adopted by the Board of Directors of the Company at a duly convened meeting of the Board held on or about October 18, 2023, at which a quorum was present and acting throughout, and subsequently reaffirmed by the Board of Directors at a duly convened meeting held on January 15, 2024, at which a quorum was likewise present and acting throughout. The IPO Resolutions were adopted in accordance with the Company's then-existing certificate of incorporation and bylaws and the DGCL.
The IPO Resolutions authorize, approve, and ratify, among other things, the following:
(a) Initial Public Offering. The initial public offering of shares of Common Stock of the Company on the New York Stock Exchange under the ticker symbol "ARHT," and the taking of all actions necessary or desirable in connection therewith.
(b) Registration Statement. The preparation, filing, and prosecution of the Registration Statement on Form S-1 with the SEC (File No. 333-276841; CIK No. 0001987432), including any and all amendments and supplements thereto, and the filing of the related prospectus and any prospectus supplement, in connection with the registration of the Shares under the Securities Act of 1933, as amended.
(c) Engagement of Underwriters. The engagement of Whitfield Barrow & Co., LLC as lead left bookrunner for the Offering, and the engagement of Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC as joint bookrunners and co-managers for the Offering, and the negotiation and execution of the Underwriting Agreement and related agreements with such underwriters on terms and conditions acceptable to the officers of the Company.
(d) Organizational Documents. The adoption of the Amended and Restated Certificate of Incorporation (subject to stockholder approval as required by the DGCL) and the Amended and Restated Bylaws of the Company, each to become effective upon or prior to the closing of the IPO.
(e) Governance Documents. The adoption of each of the following governance documents, each to become effective upon the closing of the IPO: (i) the Audit Committee Charter; (ii) the Compensation Committee Charter; (iii) the Nominating and Corporate Governance Committee Charter; (iv) the Corporate Governance Guidelines; and (v) the Code of Business Conduct and Ethics.
(f) 2024 Equity Incentive Plan. The approval and adoption of the Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "2024 Plan"), reserving 10,300,000 shares of Common Stock for issuance thereunder, representing approximately ten percent (10%) of the total post-IPO outstanding shares of Common Stock of 103,000,000 shares (assuming the exercise of the overallotment option in full). The 2024 Plan includes an annual automatic share increase provision (the "Evergreen Provision") pursuant to which the number of shares reserved for issuance under the 2024 Plan will automatically increase on January 1 of each calendar year, commencing on January 1, 2025, and ending on (and including) January 1, 2034, in an amount equal to three percent (3%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year, or such lesser number of shares as determined by the Board or a committee thereof. The 2024 Plan was adopted by the Board on January 15, 2024.
(g) 2024 Employee Stock Purchase Plan. The approval and adoption of the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan (the "ESPP"), reserving 2,060,000 shares of Common Stock for issuance thereunder, representing approximately two percent (2%) of the total post-IPO outstanding shares of Common Stock. The ESPP provides for a purchase price discount of fifteen percent (15%) of the lesser of the fair market value of a share of Common Stock on (x) the first day of the applicable offering period or (y) the last day of the applicable purchase period, with semi-annual offering periods. The ESPP is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP was adopted by the Board on January 15, 2024.
(h) Transfer Agent and Registrar. The appointment of Continental Share Services, Inc., with offices located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, as the transfer agent and registrar for the Company's Common Stock.
(i) Issuer's Counsel. The engagement of Calderwood & Harkness LLP, with offices located at 125 Broad Street, New York, New York 10004, as counsel to the Company in connection with the IPO and the transactions contemplated thereby.
(j) Independent Registered Public Accounting Firm. The engagement of Kellerman & Associates LLP, with offices located at 345 Park Avenue, New York, New York 10154, as the independent registered public accounting firm of the Company.
(k) General Authorization. The authorization and empowerment of any officer of the Company, acting alone or together with any one or more other officers, to execute and deliver, in the name and on behalf of the Company, all such documents, instruments, agreements, certificates, notices, consents, and other writings, and to take or cause to be taken all such further actions, as such officer or officers may deem necessary, appropriate, or desirable in order to carry out the intent and accomplish the purposes of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's approval thereof.
I further certify that the IPO Resolutions have not been rescinded, amended, modified, or revoked, in whole or in part, and remain in full force and effect as of the date hereof.
Certification 4: Pricing Committee Resolutions
I hereby certify that the document attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions (the "Pricing Resolutions") duly adopted by the Pricing Committee of the Board of Directors (the "Pricing Committee") on February 8, 2024, by unanimous written consent, in accordance with the authority delegated to the Pricing Committee by the Board of Directors pursuant to the IPO Resolutions. The Pricing Committee was duly constituted and authorized to act in accordance with the Company's organizational documents and the DGCL.
The Pricing Resolutions authorize, approve, and ratify, among other things, the following:
(a) Final IPO Pricing. The determination of the final initial public offering price of $20.00 per share of Common Stock, which price represents the top of the revised estimated price range of $18.00 to $20.00 per share, and is above the original estimated price range of $17.00 to $19.00 per share as initially disclosed in the Registration Statement.
(b) Underwriting discount. The determination of an underwriting discount of $1.20 per share (representing 6.0% of the public offering price of $20.00 per share), resulting in net proceeds to the Company of $18.80 per share (before deducting offering expenses payable by the Company).
(c) Execution of the Underwriting Agreement. The authorization of the execution and delivery by the Company of the Underwriting Agreement, dated February 8, 2024, by and among the Company and the Underwriters, on the terms and conditions set forth therein.
(d) Issuance and Sale of Shares. The authorization of the issuance and sale by the Company of (i) 20,000,000 shares of Common Stock in the base offering, and (ii) up to 3,000,000 additional shares of Common Stock (the Option Shares) pursuant to the 30-day overallotment option granted to the Underwriters under the terms of the Underwriting Agreement.
(e) Gross Proceeds. The base gross proceeds to the Company from the Offering (before underwriting discounts and commissions and estimated offering expenses) are $400,000,000 (20,000,000 shares multiplied by $20.00 per share). In the event the overallotment option is exercised in full, the maximum gross proceeds to the Company would be $460,000,000 (23,000,000 shares multiplied by $20.00 per share).
I further certify that the Pricing Resolutions have not been rescinded, amended, modified, or revoked, in whole or in part, and remain in full force and effect as of the date hereof.
Certification 5: Stockholder Written Consent
I hereby certify that the document attached hereto as Exhibit E is a true, correct, and complete copy of the written consent of the stockholders of the Company (the "Stockholder Consent"), executed and delivered by stockholders of the Company holding a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon.
The Stockholder Consent was executed by the following stockholders, among others:
The foregoing stockholders executing the Stockholder Consent collectively hold substantially more than a majority of the 80,000,000 shares of Common Stock outstanding immediately prior to the Offering and constitute the requisite vote for the approval of the matters set forth therein under the DGCL and the Company's then-existing certificate of incorporation and bylaws.
The Stockholder Consent approves the following matters, among others:
(a) The adoption and approval of the Amended and Restated Certificate of Incorporation of the Company, including, without limitation, (i) the increase in the authorized number of shares of Common Stock from the number previously authorized to 400,000,000 shares, (ii) the authorization of 50,000,000 shares of blank check Preferred Stock, (iii) the prohibition on stockholder action by written consent (effective upon the closing of the IPO), (iv) the supermajority voting requirement of 66⅔% for amendment of certain provisions of the A&R Charter and A&R Bylaws, (v) the exclusive forum provision, and (vi) all other provisions of the A&R Charter as filed with the Secretary of State of the State of Delaware.
(b) The approval and adoption of the 2024 Equity Incentive Plan, with 10,300,000 shares of Common Stock reserved for issuance thereunder, including the Evergreen Provision.
(c) The approval and adoption of the 2024 Employee Stock Purchase Plan, with 2,060,000 shares of Common Stock reserved for issuance thereunder.
(d) Such other matters as are required or desirable in connection with the IPO and the transactions contemplated by the Underwriting Agreement.
I further certify that the Stockholder Consent has not been revoked, amended, modified, or rescinded, in whole or in part, and remains in full force and effect as of the date hereof.
ADDITIONAL CERTIFICATIONS
Certification 6: Incumbency
I hereby certify that each of the persons named below is a duly elected or appointed officer or director of the Company, as applicable, holding the title set forth opposite his or her name below, and that each such person has been duly authorized to execute and deliver documents, instruments, agreements, certificates, and other writings on behalf of the Company in connection with the IPO and the Underwriting Agreement. The signature set forth opposite each such person's name below is the true, genuine, and authentic signature of such person.
Each of the foregoing officers continues to hold his or her respective office and is duly authorized to act in such capacity as of the date hereof.
Certification 7: Board Composition
I hereby certify that, as of the date hereof, the Board of Directors of the Company consists of seven (7) members, and that the following individuals are the duly elected members of the Board, holding the classifications set forth below in accordance with the classified board structure established pursuant to the A&R Bylaws:
I further certify that the following standing committees of the Board of Directors have been duly constituted, effective upon the closing of the IPO, with the membership set forth below:
Audit Committee:
•  Carolyn Whittemore (Chair)
•  Dr. Samuel Obadina
•  Howard Feng
Each member of the Audit Committee qualifies as an "independent director" within the meaning of Section 303A of the NYSE Listed Company Manual and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. The Board has determined that Carolyn Whittemore qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K.
Compensation Committee:
•  Dr. Samuel Obadina (Chair)
•  Diana Coltrane
•  Carolyn Whittemore
Nominating and Corporate Governance Committee:
•  Leonard Corbett (Chair)
•  Howard Feng
•  Dr. Samuel Obadina
Certification 8: Capitalization
I hereby certify that, as of the date hereof and immediately prior to the closing of the IPO:
(a) The authorized capital stock of the Company consists of (i) 400,000,000 shares of Common Stock, par value $0.001 per share, and (ii) 50,000,000 shares of Preferred Stock, par value $0.001 per share.
(b) Immediately prior to the closing of the IPO, there are 80,000,000 shares of Common Stock issued and outstanding.
(c) Upon the consummation of the base offering of 20,000,000 shares of Common Stock, there will be 100,000,000 shares of Common Stock issued and outstanding.
(d) Upon the exercise in full of the overallotment option and the issuance of 3,000,000 additional shares of Common Stock, there will be 103,000,000 shares of Common Stock issued and outstanding.
(e) No shares of Preferred Stock are issued or outstanding as of the date hereof, and no shares of Preferred Stock will be issued or outstanding upon the consummation of the Offering.
The foregoing capitalization figures do not reflect (i) 10,300,000 shares of Common Stock reserved for issuance under the 2024 Equity Incentive Plan, (ii) 2,060,000 shares of Common Stock reserved for issuance under the 2024 Employee Stock Purchase Plan, or (iii) any shares issuable upon the exercise of stock options or settlement of restricted stock units outstanding under any equity compensation plan of the Company.
Certification 9: Good Standing and Qualification
I hereby certify that the Company is validly existing as a corporation in good standing under the laws of the State of Delaware, as evidenced by the Certificate of Good Standing issued by the Secretary of State of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as described in the Registration Statement and the Prospectus.
The Company is duly qualified to transact business as a foreign corporation and is in good standing in the Commonwealth of Massachusetts and in each other jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition, or results of operations of the Company.
The Company's Federal Employer Identification Number is 47-3891205.
Certification 10: No Conflict; No Proceedings
I hereby certify that, to the best of my knowledge and belief, after due inquiry:
(a) The execution and delivery by the Company of the Underwriting Agreement, the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, the adoption of the Amended and Restated Bylaws by the Board of Directors, and the issuance and sale of the Shares contemplated by the Offering and the Underwriting Agreement, do not and will not (i) violate or conflict with any provision of the A&R Charter or the A&R Bylaws, (ii) violate or conflict with any provision of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, charge, or encumbrance upon any of the properties or assets of the Company under, any material agreement, indenture, mortgage, deed of trust, loan agreement, note, lease, or other instrument to which the Company is a party or by which the Company is bound or to which any of the properties or assets of the Company is subject, or (iii) violate or conflict with any statute, rule, regulation, order, judgment, or decree applicable to the Company or any of its properties or assets of any court, regulatory body, administrative agency, governmental body, arbitrator, or other authority having jurisdiction over the Company or any of its properties or assets.
(b) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC as of the date hereof, and no proceedings for that purpose have been instituted or, to the best of my knowledge, are threatened by the SEC.
REGISTERED AGENT
I hereby confirm that the Company's registered agent in the State of Delaware is National Registered Agents of Delaware, Inc., with an address at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The registered agent has been duly appointed and continues to serve in such capacity as of the date hereof.
RELIANCE
This Certificate is being delivered to the Underwriters—namely, Whitfield Barrow & Co., LLC, Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC—and to their counsel, Meridian Hale & Quivorn LLP, in connection with the closing of the Offering on the date hereof. Each of the Underwriters and Meridian Hale & Quivorn LLP is entitled to rely on the certifications, representations, and statements contained herein as if such certifications, representations, and statements were addressed directly to such party. This Certificate may not be relied upon by any other person or entity without the prior written consent of the Company.
The undersigned has reviewed the documents referenced herein and the exhibits attached hereto. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of Arbor Health Technologies Inc. as of this 13th day of February, 2024.
ARBOR HEALTH TECHNOLOGIES INC.
By: ________
Name: Rachel Moynihan
Title: General Counsel and Corporate Secretary
Date: February 13, 2024
[Corporate Seal]
LIST OF EXHIBITS
The following exhibits are attached to and form an integral part of this Secretary's Certificate. Each exhibit is incorporated herein by reference in its entirety.
Note: The exhibits themselves consist of the full text of each referenced document as attached hereto. This Secretary's Certificate serves as the cover certification authenticating each such attachment.
Stockholder | Shares of Common Stock Held | Percentage of Pre-IPO Outstanding
Brindoval Trelvon Partners Fund IV, L.P. | 28,000,000 | 35.0%
Ridgeline Growth Equity Fund III, LLC | 16,000,000 | 20.0%
Dr. Nathaniel Rourke | 12,800,000 | 16.0%
Margaret Tsujimoto | 9,600,000 | 12.0%
Other Holders | 13,600,000 | 17.0%
Total | 80,000,000 | 100.0%
Name | Title | Specimen Signature
Dr. Nathaniel Rourke | Co-Founder, Chairman & Chief Executive Officer | ________
Margaret "Meg" Tsujimoto | Co-Founder & Chief Technology Officer | ________
David Halderman | Chief Financial Officer | ________
Rachel Moynihan | General Counsel & Corporate Secretary | ________
Dr. Priya Subramanian | Chief Medical Officer | ________
Name | Designation / Status | Board Class
Dr. Nathaniel Rourke (Chairman) | Co-Founder | Class III
Margaret Tsujimoto | Co-Founder | Class III
Leonard Corbett | Designee of Brindoval Trelvon Partners | Class I
Diana Coltrane | Designee of Brindoval Trelvon Partners | Class II
Howard Feng | Designee of Ridgeline Growth Equity | Class II
Carolyn Whittemore | Independent Director | Class I
Dr. Samuel Obadina | Independent Director | Class III
Exhibit | Description
Exhibit A | Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. (filed with the Secretary of State of the State of Delaware on February 13, 2024)
Exhibit B | Amended and Restated Bylaws of Arbor Health Technologies Inc. (adopted by the Board of Directors on February 8, 2024, effective upon the closing of the IPO)
Exhibit C | Board Resolutions — IPO Authorization (adopted by the Board of Directors on or about October 18, 2023, and reaffirmed on January 15, 2024)
Exhibit D | Pricing Committee Resolutions (adopted by the Pricing Committee of the Board of Directors on February 8, 2024)
Exhibit E | Stockholder Written Consent — IPO Authorization (executed by stockholders holding a majority of the outstanding shares of Common Stock)

SECRETARY'S CERTIFICATE

ARBOR HEALTH TECHNOLOGIES INC.

RECITALS

CERTIFICATIONS

ADDITIONAL CERTIFICATIONS

REGISTERED AGENT

RELIANCE

ARBOR HEALTH TECHNOLOGIES INC.

LIST OF EXHIBITS

Record

Parties

Dates

Amounts