1010-00002 · Client 1010 · Corporate Governance

board-resolutions-overallotment.docx DOCUMENT Capital Markets

15 / 83 ← → ✕

RESOLUTIONS OF THE BOARD OF DIRECTORS

ARBOR HEALTH TECHNOLOGIES INC.

Adopted by Unanimous Written Consent as of February 27, 2024

The undersigned, being all of the members of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), having its principal executive offices at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142, acting pursuant to the authority vested in them under the General Corporation Law of the State of Delaware (the "DGCL"), including without limitation Section 141(f) thereof, and pursuant to Article III, Section 3.7 of the Amended and Restated Bylaws of the Company (adopted February 8, 2024, effective upon the closing of the Company's initial public offering) (the "Bylaws"), and the Amended and Restated Certificate of Incorporation of the Company (filed with the Secretary of State of the State of Delaware on February 13, 2024) (the "Certificate of Incorporation"), do hereby adopt the following preamble and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of February 27, 2024. This unanimous written consent shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which all directors were present and voting.

RECITALS

WHEREAS, the Company completed its initial public offering (the "IPO") of 20,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT," with the closing of the IPO occurring on February 13, 2024. The Company's Registration Statement on Form S-1 (SEC File Number 333-276841), as amended (the "Registration Statement"), was declared effective by the Securities and Exchange Commission (the "SEC") on February 8, 2024. The Company's final prospectus, dated February 8, 2024 (the "Prospectus"), was filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"), on February 9, 2024. The initial public offering price was $20.00 per share, generating base gross proceeds to the Company of $400,000,000 before deduction of the underwriting discount and other offering expenses;

WHEREAS, in connection with the IPO, the Company entered into that certain Underwriting Agreement, dated as of February 8, 2024 (the "Underwriting Agreement"), by and among the Company, Whitfield Barrow & Co., LLC, as representative of the several underwriters named therein (the "Representative"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (together with the Representative, the "Underwriters"). Pursuant to Section 2(b) of the Underwriting Agreement, the Company granted to the Underwriters an option (the "Overallotment Option") to purchase up to an additional 3,000,000 shares of Common Stock (the "Overallotment Shares") at the public offering price of $20.00 per share, less the underwriting discount of $1.20 per share (representing a net purchase price to the Company of $18.80 per share), exercisable in whole or in part at any time and from time to time within thirty (30) days following the date of the Prospectus, solely for the purpose of covering overallotments, if any, made in connection with the offering;

WHEREAS, the Representative, acting on behalf of the several Underwriters, has delivered written notice to the Company on February 27, 2024 (the "Exercise Notice"), exercising the Overallotment Option in full with respect to all 3,000,000 Overallotment Shares in accordance with the terms of Section 2(b) of the Underwriting Agreement. Settlement and delivery of the Overallotment Shares (the "Overallotment Closing") is scheduled to occur on March 1, 2024 (the "Overallotment Settlement Date"), at the offices of Calderwood & Harkness LLP, or at such other place as may be agreed upon by the Company and the Representative;

WHEREAS, pursuant to Article IV of the Certificate of Incorporation, the Company is authorized to issue a total of 450,000,000 shares of capital stock, 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. As of the date hereof, there are 100,000,000 shares of Common Stock issued and outstanding, consisting of 80,000,000 shares that were outstanding immediately prior to the IPO and 20,000,000 shares issued in the IPO. No shares of preferred stock are currently issued and outstanding. There are sufficient authorized but unissued shares of Common Stock available for the issuance of the 3,000,000 Overallotment Shares. Upon the issuance of the Overallotment Shares, the total number of shares of Common Stock of the Company issued and outstanding will be 103,000,000 shares;

WHEREAS, the Board previously adopted resolutions authorizing and approving the IPO and all matters related thereto, including resolutions adopted on or about October 17, 2023 (as amended and supplemented), resolutions reaffirming and supplementing such authorization adopted on January 22, 2024, and the Pricing Committee Resolutions dated February 8, 2024 (collectively, the "Prior IPO Resolutions"). The Prior IPO Resolutions authorized the issuance of up to an aggregate of 23,000,000 shares of Common Stock in connection with the IPO, consisting of 20,000,000 base offering shares plus up to 3,000,000 Overallotment Shares issuable upon exercise of the Overallotment Option. The Board now desires to confirm and ratify the issuance of the Overallotment Shares pursuant to the full exercise of the Overallotment Option and to authorize all actions necessary or appropriate to effect the settlement and delivery of the Overallotment Shares on the Overallotment Settlement Date; and

WHEREAS, the Board, having reviewed the terms of the Overallotment Option, the Exercise Notice, and the anticipated Overallotment Closing, and having considered all relevant factors, has determined that the issuance of the 3,000,000 Overallotment Shares and the receipt by the Company of additional gross proceeds of $60,000,000 (resulting in net proceeds to the Company of $56,400,000 after deduction of the underwriting discount of $3,600,000) is advisable and in the best interests of the Company and its stockholders.

RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Authorization of Issuance of Overallotment Shares

RESOLVED, that the issuance by the Company of 3,000,000 shares of Common Stock, par value $0.001 per share (the "Overallotment Shares"), to the several Underwriters (or to their respective nominees or designees) pursuant to the Overallotment Option set forth in Section 2(b) of the Underwriting Agreement, at a purchase price of $18.80 per share (being the public offering price of $20.00 per share less the underwriting discount of $1.20 per share), for aggregate gross proceeds to the Company of $60,000,000 (and aggregate net proceeds to the Company of $56,400,000 after deduction of the aggregate underwriting discount of $3,600,000), be, and hereby is, authorized, confirmed, approved, and ratified in all respects; and be it further

RESOLVED, that the Overallotment Shares, when issued and delivered by the Company against payment of the full purchase price therefor in accordance with the terms of the Underwriting Agreement, shall be validly issued, fully paid, and non-assessable shares of Common Stock, free and clear of all liens, encumbrances, equities, preemptive rights, rights of first refusal, and claims of every kind whatsoever, except as may arise under applicable federal and state securities laws or as set forth in the Company's agreements with its stockholders;

Resolution 2 — Confirmation and Ratification of Prior Authorization

RESOLVED, that the prior authorization granted by the Board and by the Pricing Committee of the Board (the "Pricing Committee") in the Prior IPO Resolutions, including without limitation the resolutions adopted on or about October 17, 2023, the resolutions adopted on or about January 22, 2024, and the Pricing Committee Resolutions dated February 8, 2024, in each case with respect to the issuance of up to 3,000,000 Overallotment Shares in connection with the IPO and the exercise of the Overallotment Option by the Underwriters, be, and hereby is, confirmed and ratified in all respects, and such Prior IPO Resolutions shall remain in full force and effect to the extent not superseded by or inconsistent with the resolutions set forth herein;

Resolution 3 — Authorization of Settlement and Delivery

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to cause the delivery of the 3,000,000 Overallotment Shares to or at the direction of the Underwriters through the book-entry facilities of The Depository Trust Company ("DTC") on the Overallotment Settlement Date of March 1, 2024, against receipt by the Company of the aggregate net purchase price of $56,400,000 (representing 3,000,000 shares at $18.80 per share, net of the underwriting discount), in immediately available funds by wire transfer to the Company's account as previously designated to the Representative; and be it further

RESOLVED, that Continental Share Services, Inc. (the "Transfer Agent"), as the Company's transfer agent and registrar for the Common Stock, be, and hereby is, authorized and directed to register the 3,000,000 Overallotment Shares in such names and in such denominations as shall be designated by the Representative or its counsel, and to take all actions necessary or appropriate to facilitate the issuance and delivery of such shares in book-entry form through the facilities of DTC;

Resolution 4 — Direction to Transfer Agent

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to deliver written instructions, in form and substance satisfactory to counsel to the Company, to Continental Share Services, Inc., as Transfer Agent, located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, directing the Transfer Agent to issue and register the 3,000,000 Overallotment Shares in book-entry form through the facilities of DTC, credited to the accounts of or for the benefit of the several Underwriters or their respective designees, in accordance with DTC's customary settlement procedures, and to take all actions necessary or appropriate to effect such issuance and registration; and be it further

RESOLVED, that for purposes of such issuance, the shares of Common Stock of the Company shall bear the CUSIP number 039217105, as previously assigned and confirmed in connection with the IPO;

Resolution 5 — Updated Capitalization

RESOLVED, that upon the issuance of the 3,000,000 Overallotment Shares on the Overallotment Settlement Date, the total number of shares of Common Stock of the Company issued and outstanding shall be 103,000,000 shares, and the officers of the Company be, and each of them hereby is, authorized and directed to update the stock ledger, the capitalization table, and all other corporate records of the Company to reflect such issuance and the resulting total shares of Common Stock outstanding;

Resolution 6 — Closing Deliverables for Overallotment

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to execute and deliver, or cause to be executed and delivered, on or prior to the Overallotment Settlement Date, all certificates, instruments, documents, agreements, and other closing deliverables as may be necessary, advisable, or desirable to consummate the issuance of the Overallotment Shares and the settlement thereof on March 1, 2024, in accordance with the terms and conditions of the Underwriting Agreement, including without limitation:

(a) an Officers' Certificate, executed by Dr. Nathaniel Rourke, as Chief Executive Officer, and David Halderman, as Chief Financial Officer, in the form required by Section 7(d) of the Underwriting Agreement, certifying as to the accuracy of the representations and warranties of the Company contained in the Underwriting Agreement and the satisfaction of the conditions to the Overallotment Closing set forth therein;

(b) a Secretary's Certificate, executed by Rachel Moynihan, as Corporate Secretary, certifying as to such matters as the Representative or counsel to the Underwriters may reasonably request, including without limitation the incumbency and authority of the officers of the Company executing documents in connection with the Overallotment Closing, if required by the Underwriting Agreement;

(c) a cross-receipt, or closing memorandum, confirming the delivery by the Company of 3,000,000 Overallotment Shares against payment by or on behalf of the Underwriters of the aggregate net purchase price of $56,400,000 (representing the aggregate gross purchase price of $60,000,000 less the aggregate underwriting discount of $3,600,000);

(d) any bring-down negative assurance letter or bring-down comfort letter from Kellerman & Associates LLP, the Company's independent registered public accounting firm, addressed to the Underwriters, as may be required pursuant to Section 7(g) of the Underwriting Agreement, in form and substance satisfactory to the Representative and counsel to the Underwriters;

(e) any bring-down legal opinion or negative assurance letter of Calderwood & Harkness LLP, as counsel to the Company, as may be required pursuant to Section 7(f) of the Underwriting Agreement; and

(f) such other documents, instruments, certificates, or agreements as the Representative, counsel to the Underwriters (Meridian Hale & Quivorn LLP), or counsel to the Company (Calderwood & Harkness LLP) may reasonably request in connection with the Overallotment Closing.

Resolution 7 — Use of Proceeds

RESOLVED, that the net proceeds received by the Company from the issuance and sale of the Overallotment Shares shall be applied and used in accordance with the "Use of Proceeds" section of the Prospectus, as supplemented, including without limitation for the following purposes:

(a) repayment of all or a portion of the outstanding balance on the revolving credit facility with Keypoint National Bank, N.A. (the "Revolving Credit Facility"), in accordance with the terms of the credit agreement governing such facility;

(b) investment in product development, research and development initiatives, and related technology and infrastructure;

(c) potential acquisitions of, or strategic investments in, complementary businesses, products, services, or technologies that the Board or management may identify from time to time; and

(d) general corporate purposes and working capital.

The foregoing notwithstanding, the officers of the Company shall retain the discretion to allocate and apply the net proceeds from the sale of the Overallotment Shares among the foregoing purposes in such amounts and at such times as they may determine in their business judgment, consistent with the descriptions set forth in the Prospectus;

Resolution 8 — NYSE and Regulatory Notifications

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to provide all required notifications to the NYSE regarding the issuance of the 3,000,000 Overallotment Shares and the resulting increase in the total number of shares of Common Stock outstanding, including without limitation by filing a Supplemental Listing Application or notification of additional shares listed, as applicable, with the NYSE in accordance with the NYSE Listed Company Manual; and be it further

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to make or cause to be made any and all filings required under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable state securities or "blue sky" laws, and any other applicable laws, rules, or regulations in connection with the issuance of the Overallotment Shares and the transactions contemplated hereby, including without limitation the filing with the SEC of a prospectus supplement reflecting the exercise of the Overallotment Option in accordance with Rule 424 under the Securities Act;

Resolution 9 — EDGAR Filings

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to prepare, or cause to be prepared, and file, or cause to be filed, with the SEC via the Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") a prospectus supplement (the "Prospectus Supplement") reflecting the full exercise of the Overallotment Option and the issuance of the 3,000,000 Overallotment Shares, and to engage Toppan Quillon Health IT (formerly known as Sundial Technologies) as the Company's financial printer to effectuate the formatting, conversion, and filing of the Prospectus Supplement via EDGAR, and to take all other actions as may be necessary or appropriate in connection with such filing;

Resolution 10 — Authorization of Officers

RESOLVED, that Dr. Nathaniel Rourke, as Chairman of the Board and Chief Executive Officer, David Halderman, as Chief Financial Officer, and Rachel Moynihan, as General Counsel and Corporate Secretary, each acting individually and without the need for any other officer's or director's signature or further authorization (unless otherwise required by applicable law or the terms of the Underwriting Agreement), be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company and under its corporate seal (or without such seal if not required), to execute, deliver, acknowledge, file, and record any and all documents, instruments, certificates, agreements, and other writings, to pay any and all fees, costs, and expenses, and to take any and all further actions as any such officer, in his or her sole judgment, may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby, the execution and delivery by any such officer of any such document, or the taking by any such officer of any such action, to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate, and of such officer's approval thereof and the Company's authorization therefor;

Resolution 11 — Ratification of Prior Acts

RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or authorized representative of the Company, including without limitation any actions taken in anticipation of the adoption of these resolutions, in connection with the exercise of the Overallotment Option, the issuance of the Overallotment Shares, the settlement and delivery thereof, and the transactions contemplated by the Underwriting Agreement and hereby, be, and the same hereby are, ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company;

Resolution 12 — General Authority

RESOLVED, that the foregoing resolutions shall not be deemed to limit or restrict the general authority of any officer of the Company otherwise granted by the Board, the Certificate of Incorporation, or the Bylaws to take any other action in connection with the matters described herein, or any related matters, as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes hereof, and each such officer shall have the full power and authority to act in the name of and on behalf of the Company with respect to all such matters as though such authority had been specifically and expressly granted herein.

\* \* \* \* \*

The undersigned, being all of the members of the Board of Directors of Arbor Health Technologies Inc., a Delaware corporation, hereby consent to the adoption of the foregoing preamble and resolutions, effective as of February 27, 2024, without a meeting, without prior notice, and without a vote, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.7 of the Amended and Restated Bylaws of the Company. This unanimous written consent may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

________________________________________

Dr. Nathaniel Rourke Co-Founder, Chairman of the Board & Chief Executive Officer

Date: February 27, 2024

________________________________________

Margaret Tsujimoto Co-Founder & Chief Technology Officer, Director

Date: February 27, 2024

________________________________________

Leonard marsh Director (Designee of Brindoval Trelvon Partners)

Date: February 27, 2024

________________________________________

Diana Coltrane Director (Designee of Brindoval Trelvon Partners)

Date: February 27, 2024

________________________________________

Howard Feng Director (Designee of Ridgeline Growth Equity)

Date: February 27, 2024

________________________________________

Carolyn Whittemore Independent Director

Date: February 27, 2024

________________________________________

Dr. Samuel Obadina Independent Director

Date: February 27, 2024

FILING INSTRUCTION

TO: Corporate Records — Office of the Corporate Secretary FROM: Rachel Moynihan, General Counsel and Corporate Secretary DATE: February 27, 2024 RE: Filing of Unanimous Written Consent — Overallotment Option Resolutions

This Unanimous Written Consent of the Board of Directors of Arbor Health Technologies Inc., adopted as of February 27, 2024, shall be filed with the minutes of the proceedings of the Board of Directors of the Company and maintained with the permanent corporate records of the Company in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.7 of the Amended and Restated Bylaws of the Company. A copy of this consent, together with the Exercise Notice received from the Representative and all related closing deliverables, shall be maintained in the Company's corporate minute book.

________________________________________

Rachel Moynihan General Counsel and Corporate Secretary Arbor Health Technologies Inc.

RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
ARBOR HEALTH TECHNOLOGIES INC.
Adopted by Unanimous Written Consent as of February 27, 2024
The undersigned, being all of the members of the Board of Directors (the "Board") of Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), having its principal executive offices at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142, acting pursuant to the authority vested in them under the General Corporation Law of the State of Delaware (the "DGCL"), including without limitation Section 141(f) thereof, and pursuant to Article III, Section 3.7 of the Amended and Restated Bylaws of the Company (adopted February 8, 2024, effective upon the closing of the Company's initial public offering) (the "Bylaws"), and the Amended and Restated Certificate of Incorporation of the Company (filed with the Secretary of State of the State of Delaware on February 13, 2024) (the "Certificate of Incorporation"), do hereby adopt the following preamble and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of February 27, 2024. This unanimous written consent shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which all directors were present and voting.
RECITALS
WHEREAS, the Company completed its initial public offering (the "IPO") of 20,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), on the New York Stock Exchange (the "NYSE") under the ticker symbol "ARHT," with the closing of the IPO occurring on February 13, 2024. The Company's Registration Statement on Form S-1 (SEC File Number 333-276841), as amended (the "Registration Statement"), was declared effective by the Securities and Exchange Commission (the "SEC") on February 8, 2024. The Company's final prospectus, dated February 8, 2024 (the "Prospectus"), was filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities Act"), on February 9, 2024. The initial public offering price was $20.00 per share, generating base gross proceeds to the Company of $400,000,000 before deduction of the underwriting discount and other offering expenses;
WHEREAS, in connection with the IPO, the Company entered into that certain Underwriting Agreement, dated as of February 8, 2024 (the "Underwriting Agreement"), by and among the Company, Whitfield Barrow & Co., LLC, as representative of the several underwriters named therein (the "Representative"), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC (together with the Representative, the "Underwriters"). Pursuant to Section 2(b) of the Underwriting Agreement, the Company granted to the Underwriters an option (the "Overallotment Option") to purchase up to an additional 3,000,000 shares of Common Stock (the "Overallotment Shares") at the public offering price of $20.00 per share, less the underwriting discount of $1.20 per share (representing a net purchase price to the Company of $18.80 per share), exercisable in whole or in part at any time and from time to time within thirty (30) days following the date of the Prospectus, solely for the purpose of covering overallotments, if any, made in connection with the offering;
WHEREAS, the Representative, acting on behalf of the several Underwriters, has delivered written notice to the Company on February 27, 2024 (the "Exercise Notice"), exercising the Overallotment Option in full with respect to all 3,000,000 Overallotment Shares in accordance with the terms of Section 2(b) of the Underwriting Agreement. Settlement and delivery of the Overallotment Shares (the "Overallotment Closing") is scheduled to occur on March 1, 2024 (the "Overallotment Settlement Date"), at the offices of Calderwood & Harkness LLP, or at such other place as may be agreed upon by the Company and the Representative;
WHEREAS, pursuant to Article IV of the Certificate of Incorporation, the Company is authorized to issue a total of 450,000,000 shares of capital stock, 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. As of the date hereof, there are 100,000,000 shares of Common Stock issued and outstanding, consisting of 80,000,000 shares that were outstanding immediately prior to the IPO and 20,000,000 shares issued in the IPO. No shares of preferred stock are currently issued and outstanding. There are sufficient authorized but unissued shares of Common Stock available for the issuance of the 3,000,000 Overallotment Shares. Upon the issuance of the Overallotment Shares, the total number of shares of Common Stock of the Company issued and outstanding will be 103,000,000 shares;
WHEREAS, the Board previously adopted resolutions authorizing and approving the IPO and all matters related thereto, including resolutions adopted on or about October 17, 2023 (as amended and supplemented), resolutions reaffirming and supplementing such authorization adopted on January 22, 2024, and the Pricing Committee Resolutions dated February 8, 2024 (collectively, the "Prior IPO Resolutions"). The Prior IPO Resolutions authorized the issuance of up to an aggregate of 23,000,000 shares of Common Stock in connection with the IPO, consisting of 20,000,000 base offering shares plus up to 3,000,000 Overallotment Shares issuable upon exercise of the Overallotment Option. The Board now desires to confirm and ratify the issuance of the Overallotment Shares pursuant to the full exercise of the Overallotment Option and to authorize all actions necessary or appropriate to effect the settlement and delivery of the Overallotment Shares on the Overallotment Settlement Date; and
WHEREAS, the Board, having reviewed the terms of the Overallotment Option, the Exercise Notice, and the anticipated Overallotment Closing, and having considered all relevant factors, has determined that the issuance of the 3,000,000 Overallotment Shares and the receipt by the Company of additional gross proceeds of $60,000,000 (resulting in net proceeds to the Company of $56,400,000 after deduction of the underwriting discount of $3,600,000) is advisable and in the best interests of the Company and its stockholders.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Authorization of Issuance of Overallotment Shares
RESOLVED, that the issuance by the Company of 3,000,000 shares of Common Stock, par value $0.001 per share (the "Overallotment Shares"), to the several Underwriters (or to their respective nominees or designees) pursuant to the Overallotment Option set forth in Section 2(b) of the Underwriting Agreement, at a purchase price of $18.80 per share (being the public offering price of $20.00 per share less the underwriting discount of $1.20 per share), for aggregate gross proceeds to the Company of $60,000,000 (and aggregate net proceeds to the Company of $56,400,000 after deduction of the aggregate underwriting discount of $3,600,000), be, and hereby is, authorized, confirmed, approved, and ratified in all respects; and be it further
RESOLVED, that the Overallotment Shares, when issued and delivered by the Company against payment of the full purchase price therefor in accordance with the terms of the Underwriting Agreement, shall be validly issued, fully paid, and non-assessable shares of Common Stock, free and clear of all liens, encumbrances, equities, preemptive rights, rights of first refusal, and claims of every kind whatsoever, except as may arise under applicable federal and state securities laws or as set forth in the Company's agreements with its stockholders;
Resolution 2 — Confirmation and Ratification of Prior Authorization
RESOLVED, that the prior authorization granted by the Board and by the Pricing Committee of the Board (the "Pricing Committee") in the Prior IPO Resolutions, including without limitation the resolutions adopted on or about October 17, 2023, the resolutions adopted on or about January 22, 2024, and the Pricing Committee Resolutions dated February 8, 2024, in each case with respect to the issuance of up to 3,000,000 Overallotment Shares in connection with the IPO and the exercise of the Overallotment Option by the Underwriters, be, and hereby is, confirmed and ratified in all respects, and such Prior IPO Resolutions shall remain in full force and effect to the extent not superseded by or inconsistent with the resolutions set forth herein;
Resolution 3 — Authorization of Settlement and Delivery
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to cause the delivery of the 3,000,000 Overallotment Shares to or at the direction of the Underwriters through the book-entry facilities of The Depository Trust Company ("DTC") on the Overallotment Settlement Date of March 1, 2024, against receipt by the Company of the aggregate net purchase price of $56,400,000 (representing 3,000,000 shares at $18.80 per share, net of the underwriting discount), in immediately available funds by wire transfer to the Company's account as previously designated to the Representative; and be it further
RESOLVED, that Continental Share Services, Inc. (the "Transfer Agent"), as the Company's transfer agent and registrar for the Common Stock, be, and hereby is, authorized and directed to register the 3,000,000 Overallotment Shares in such names and in such denominations as shall be designated by the Representative or its counsel, and to take all actions necessary or appropriate to facilitate the issuance and delivery of such shares in book-entry form through the facilities of DTC;
Resolution 4 — Direction to Transfer Agent
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to deliver written instructions, in form and substance satisfactory to counsel to the Company, to Continental Share Services, Inc., as Transfer Agent, located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, New York 10004, directing the Transfer Agent to issue and register the 3,000,000 Overallotment Shares in book-entry form through the facilities of DTC, credited to the accounts of or for the benefit of the several Underwriters or their respective designees, in accordance with DTC's customary settlement procedures, and to take all actions necessary or appropriate to effect such issuance and registration; and be it further
RESOLVED, that for purposes of such issuance, the shares of Common Stock of the Company shall bear the CUSIP number 039217105, as previously assigned and confirmed in connection with the IPO;
Resolution 5 — Updated Capitalization
RESOLVED, that upon the issuance of the 3,000,000 Overallotment Shares on the Overallotment Settlement Date, the total number of shares of Common Stock of the Company issued and outstanding shall be 103,000,000 shares, and the officers of the Company be, and each of them hereby is, authorized and directed to update the stock ledger, the capitalization table, and all other corporate records of the Company to reflect such issuance and the resulting total shares of Common Stock outstanding;
Resolution 6 — Closing Deliverables for Overallotment
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to execute and deliver, or cause to be executed and delivered, on or prior to the Overallotment Settlement Date, all certificates, instruments, documents, agreements, and other closing deliverables as may be necessary, advisable, or desirable to consummate the issuance of the Overallotment Shares and the settlement thereof on March 1, 2024, in accordance with the terms and conditions of the Underwriting Agreement, including without limitation:
(a) an Officers' Certificate, executed by Dr. Nathaniel Rourke, as Chief Executive Officer, and David Halderman, as Chief Financial Officer, in the form required by Section 7(d) of the Underwriting Agreement, certifying as to the accuracy of the representations and warranties of the Company contained in the Underwriting Agreement and the satisfaction of the conditions to the Overallotment Closing set forth therein;
(b) a Secretary's Certificate, executed by Rachel Moynihan, as Corporate Secretary, certifying as to such matters as the Representative or counsel to the Underwriters may reasonably request, including without limitation the incumbency and authority of the officers of the Company executing documents in connection with the Overallotment Closing, if required by the Underwriting Agreement;
(c) a cross-receipt, or closing memorandum, confirming the delivery by the Company of 3,000,000 Overallotment Shares against payment by or on behalf of the Underwriters of the aggregate net purchase price of $56,400,000 (representing the aggregate gross purchase price of $60,000,000 less the aggregate underwriting discount of $3,600,000);
(d) any bring-down negative assurance letter or bring-down comfort letter from Kellerman & Associates LLP, the Company's independent registered public accounting firm, addressed to the Underwriters, as may be required pursuant to Section 7(g) of the Underwriting Agreement, in form and substance satisfactory to the Representative and counsel to the Underwriters;
(e) any bring-down legal opinion or negative assurance letter of Calderwood & Harkness LLP, as counsel to the Company, as may be required pursuant to Section 7(f) of the Underwriting Agreement; and
(f) such other documents, instruments, certificates, or agreements as the Representative, counsel to the Underwriters (Meridian Hale & Quivorn LLP), or counsel to the Company (Calderwood & Harkness LLP) may reasonably request in connection with the Overallotment Closing.
Resolution 7 — Use of Proceeds
RESOLVED, that the net proceeds received by the Company from the issuance and sale of the Overallotment Shares shall be applied and used in accordance with the "Use of Proceeds" section of the Prospectus, as supplemented, including without limitation for the following purposes:
(a) repayment of all or a portion of the outstanding balance on the revolving credit facility with Keypoint National Bank, N.A. (the "Revolving Credit Facility"), in accordance with the terms of the credit agreement governing such facility;
(b) investment in product development, research and development initiatives, and related technology and infrastructure;
(c) potential acquisitions of, or strategic investments in, complementary businesses, products, services, or technologies that the Board or management may identify from time to time; and
(d) general corporate purposes and working capital.
The foregoing notwithstanding, the officers of the Company shall retain the discretion to allocate and apply the net proceeds from the sale of the Overallotment Shares among the foregoing purposes in such amounts and at such times as they may determine in their business judgment, consistent with the descriptions set forth in the Prospectus;
Resolution 8 — NYSE and Regulatory Notifications
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to provide all required notifications to the NYSE regarding the issuance of the 3,000,000 Overallotment Shares and the resulting increase in the total number of shares of Common Stock outstanding, including without limitation by filing a Supplemental Listing Application or notification of additional shares listed, as applicable, with the NYSE in accordance with the NYSE Listed Company Manual; and be it further
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to make or cause to be made any and all filings required under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable state securities or "blue sky" laws, and any other applicable laws, rules, or regulations in connection with the issuance of the Overallotment Shares and the transactions contemplated hereby, including without limitation the filing with the SEC of a prospectus supplement reflecting the exercise of the Overallotment Option in accordance with Rule 424 under the Securities Act;
Resolution 9 — EDGAR Filings
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed to prepare, or cause to be prepared, and file, or cause to be filed, with the SEC via the Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") a prospectus supplement (the "Prospectus Supplement") reflecting the full exercise of the Overallotment Option and the issuance of the 3,000,000 Overallotment Shares, and to engage Toppan Quillon Health IT (formerly known as Sundial Technologies) as the Company's financial printer to effectuate the formatting, conversion, and filing of the Prospectus Supplement via EDGAR, and to take all other actions as may be necessary or appropriate in connection with such filing;
Resolution 10 — Authorization of Officers
RESOLVED, that Dr. Nathaniel Rourke, as Chairman of the Board and Chief Executive Officer, David Halderman, as Chief Financial Officer, and Rachel Moynihan, as General Counsel and Corporate Secretary, each acting individually and without the need for any other officer's or director's signature or further authorization (unless otherwise required by applicable law or the terms of the Underwriting Agreement), be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company and under its corporate seal (or without such seal if not required), to execute, deliver, acknowledge, file, and record any and all documents, instruments, certificates, agreements, and other writings, to pay any and all fees, costs, and expenses, and to take any and all further actions as any such officer, in his or her sole judgment, may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby, the execution and delivery by any such officer of any such document, or the taking by any such officer of any such action, to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate, and of such officer's approval thereof and the Company's authorization therefor;
Resolution 11 — Ratification of Prior Acts
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or authorized representative of the Company, including without limitation any actions taken in anticipation of the adoption of these resolutions, in connection with the exercise of the Overallotment Option, the issuance of the Overallotment Shares, the settlement and delivery thereof, and the transactions contemplated by the Underwriting Agreement and hereby, be, and the same hereby are, ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company;
Resolution 12 — General Authority
RESOLVED, that the foregoing resolutions shall not be deemed to limit or restrict the general authority of any officer of the Company otherwise granted by the Board, the Certificate of Incorporation, or the Bylaws to take any other action in connection with the matters described herein, or any related matters, as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes hereof, and each such officer shall have the full power and authority to act in the name of and on behalf of the Company with respect to all such matters as though such authority had been specifically and expressly granted herein.
\* \* \* \* \*
The undersigned, being all of the members of the Board of Directors of Arbor Health Technologies Inc., a Delaware corporation, hereby consent to the adoption of the foregoing preamble and resolutions, effective as of February 27, 2024, without a meeting, without prior notice, and without a vote, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.7 of the Amended and Restated Bylaws of the Company. This unanimous written consent may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
________________________________________
Dr. Nathaniel Rourke Co-Founder, Chairman of the Board & Chief Executive Officer
Date: February 27, 2024
________________________________________
Margaret Tsujimoto Co-Founder & Chief Technology Officer, Director
Date: February 27, 2024
________________________________________
Leonard marsh Director (Designee of Brindoval Trelvon Partners)
Date: February 27, 2024
________________________________________
Diana Coltrane Director (Designee of Brindoval Trelvon Partners)
Date: February 27, 2024
________________________________________
Howard Feng Director (Designee of Ridgeline Growth Equity)
Date: February 27, 2024
________________________________________
Carolyn Whittemore Independent Director
Date: February 27, 2024
________________________________________
Dr. Samuel Obadina Independent Director
Date: February 27, 2024
FILING INSTRUCTION
TO: Corporate Records — Office of the Corporate Secretary FROM: Rachel Moynihan, General Counsel and Corporate Secretary DATE: February 27, 2024 RE: Filing of Unanimous Written Consent — Overallotment Option Resolutions
This Unanimous Written Consent of the Board of Directors of Arbor Health Technologies Inc., adopted as of February 27, 2024, shall be filed with the minutes of the proceedings of the Board of Directors of the Company and maintained with the permanent corporate records of the Company in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and Article III, Section 3.7 of the Amended and Restated Bylaws of the Company. A copy of this consent, together with the Exercise Notice received from the Representative and all related closing deliverables, shall be maintained in the Company's corporate minute book.
________________________________________
Rachel Moynihan General Counsel and Corporate Secretary Arbor Health Technologies Inc.

RESOLUTIONS OF THE BOARD OF DIRECTORS

ARBOR HEALTH TECHNOLOGIES INC.

RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

FILING INSTRUCTION

Record

Parties

Dates

Amounts