CONFIDENTIAL

CONFIDENTIAL
ARBOR HEALTH TECHNOLOGIES INC.
DIRECTOR AND OFFICER QUESTIONNAIRE
In Connection with Registration Statement on Form S-1
Prepared by
Calderwood & Harkness LLP 125 Broad Street New York, New York 10004
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INTRODUCTORY INSTRUCTIONS
Purpose
This questionnaire (the "Questionnaire") is being distributed to each director and executive officer of Arbor Health Technologies Inc., a Delaware corporation ("Arbor Health" or the "Company"), in connection with the preparation of a Registration Statement on Form S-1 (the "Registration Statement") to be filed with the United States Securities and Exchange Commission (the "SEC") relating to the proposed initial public offering (the "Offering" or "IPO") of shares of common stock, par value $0.001 per share, of the Company, and the listing of such shares on the New York Stock Exchange (the "NYSE").
The information you provide in response to this Questionnaire will be used to prepare certain disclosures required under the Securities Act of 1933, as amended (the "Securities Act"), the rules and regulations promulgated thereunder (including Regulation S-K), and applicable NYSE listing rules. Among other things, the Registration Statement is required to contain information regarding the directors and executive officers of the Company, including biographical information, security ownership data, compensation information, related person transactions, independence determinations, and certain legal history. In addition, the information you provide may be used in the preparation of other SEC filings, stock exchange applications, and ancillary documents in connection with the Offering.
Your responses, or summaries thereof, may be included in the Registration Statement, the prospectus forming a part thereof, and any amendments or supplements thereto. Accordingly, it is essential that you review each question carefully and provide complete and accurate responses.
Responsibility and Accuracy
Each respondent is personally responsible for the accuracy and completeness of all responses set forth in this Questionnaire. You should be aware that the federal securities laws, including Section 11 of the Securities Act, impose personal liability for material misstatements or omissions in a registration statement. As a director or executive officer of the Company, you may be named as a signatory to the Registration Statement or may otherwise be deemed a "control person" of the Company within the meaning of Section 15 of the Securities Act. Accordingly, you may face personal liability if the Registration Statement contains a material misstatement or omission for which you bear responsibility.
Your responses to this Questionnaire will be treated as confidential to the extent permitted by applicable law. However, you should be aware that information provided herein may be disclosed, in whole or in part, in the Registration Statement, the prospectus, or other public filings with the SEC, or may be shared on a confidential basis with the Company's outside counsel (Calderwood & Harkness LLP), the Company's independent registered public accounting firm (Kellerman & Associates LLP), the underwriters of the Offering and their counsel, and other advisors engaged in connection with the Offering, in each case solely as necessary for the preparation of the Registration Statement and related documents.
Completion Instructions
Please read each question carefully and provide a complete response. If a question is not applicable to you, please write "N/A" or "None" in the space provided. Do not leave any question blank. If you are uncertain whether a particular question applies to you, please err on the side of disclosure and provide a response, noting any uncertainty. Incomplete responses may delay the filing of the Registration Statement and the completion of the Offering.
If additional space is needed to respond to any question, please attach supplemental pages clearly referencing the applicable question number. Supplemental pages should be labeled with your name and the date of completion.
Unless a specific question indicates a different time period, your responses should cover the period from January 1, 2020 to the present date.
Please return your completed Questionnaire, together with all attachments, to:
Rachel Moynihan General Counsel & Corporate Secretary Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142
with a copy to:
Calderwood & Harkness LLP
Attn: Eric Johannsen / Claire Dempsey
125 Broad Street New York, New York 10004
Completed Questionnaires must be returned within ten (10) business days of receipt. Please do not delay in completing and returning this Questionnaire, as timely receipt of your responses is critical to the Company's ability to meet its planned filing timeline. If you anticipate any difficulty meeting this deadline, please contact Rachel Moynihan or Calderwood & Harkness LLP immediately.
Defined Terms
For purposes of this Questionnaire, the following defined terms shall have the meanings set forth below:
"Company" means Arbor Health Technologies Inc., a Delaware corporation, together with its subsidiaries, unless the context otherwise requires.
"Immediate Family Member" means your spouse, parents, stepparents, children, stepchildren, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, and sisters-in-law, and any person (other than a tenant or domestic employee) sharing your household.
"Associate" has the meaning set forth in Rule 14a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and generally includes (i) any corporation or other organization (other than the Company or a majority-owned subsidiary of the Company) of which you are an officer, director, or partner, or of which you are, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities; (ii) any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar fiduciary capacity; and (iii) your spouse, or any relative of yours or of your spouse who has the same home as you or who is a director or officer of the Company or any of its parents or subsidiaries.
"Affiliate" has the meaning set forth in Rule 405 under the Securities Act, and generally includes a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company.
"Related Person" means any director, executive officer, nominee for director, holder of more than 5% of the Company's voting securities, or any Immediate Family Member of the foregoing.
"Registration Statement" means the Registration Statement on Form S-1 (including all exhibits and financial statements contained therein) to be filed by the Company with the SEC in connection with the Offering, as the same may be amended or supplemented from time to time.
"Offering" means the proposed initial public offering of shares of common stock of the Company pursuant to the Registration Statement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"NYSE" means the New York Stock Exchange.
"Regulation S-K" means Regulation S-K promulgated by the SEC under the Securities Act and the Exchange Act.
PART I — PERSONAL AND BIOGRAPHICAL INFORMATION
Section 1.1 — Identification
Please provide the following personal identification information. Items marked "(confidential)" will not be publicly disclosed and will be used solely for SEC filing purposes and internal records.
Full Legal Name: _____________
Any Former Names or Aliases (including maiden name, name changes by marriage, court order, or otherwise): _____________
Date of Birth: _____________
Age (as of the date of completion of this Questionnaire): _____________
Business Address: _____________
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Home Address (confidential — will not be disclosed publicly): _____________
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Business Telephone: _____________
Personal Telephone (confidential — will not be disclosed publicly): _____________
Email Address: _____________
Citizenship / Country(ies) of Citizenship: _____________
Social Security Number or Taxpayer Identification Number (confidential — for SEC filing purposes only; this information will not be publicly disclosed and will be maintained under strict confidentiality protocols): _____________
Section 1.2 — Position(s) with the Company
Please provide the following information regarding your position(s) with the Company.
Current Title(s) and Position(s) with the Company: _____________
Date Appointed to Current Position(s): _____________
If a Director, Date of Initial Election or Appointment to the Board of Directors: _____________
If a Director, Class to Which Assigned (Class I, Class II, or Class III) and Term Expiration Year: _____________
Committee Memberships (indicate all that apply: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, or other committee; if Chair of any committee, please so indicate): _____________
________________________________________
If Nominated by or Designated by a Stockholder, Identify the Stockholder (e.g., Brindoval Trelvon Partners, L.P.; Ridgeline Growth Equity, LLC) and describe the arrangement pursuant to which such designation was made (e.g., board designation rights under the Amended and Restated Investors' Rights Agreement or the Amended and Restated Stockholders' Agreement): _____________
________________________________________
Section 1.3 — Business Experience (Five-Year History)
Instruction: List all positions held during the past five years (from January 1, 2020 to the present), including the name of the employer or entity, your title or position, the principal business of the employer or entity, and the dates of service (beginning and ending). Include both current and former positions. If you held multiple positions at the same organization during this period, list each position separately with the applicable dates. Please include service as a director, officer, partner, member, consultant, or employee of any for-profit entity, as well as any part-time or advisory roles.
If additional space is needed, please attach supplemental pages referencing "Section 1.3."
Section 1.4 — Education
Please list all post-secondary educational institutions attended, degrees received, and dates of graduation or attendance. If you attended an institution but did not receive a degree, please so indicate.
Educational History:
________________________________________
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Professional Licenses, Certifications, or Designations (e.g., CPA, CFA, board certification in a medical specialty, registered patent attorney, Series 7, or other): _____________
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Section 1.5 — Qualifications, Attributes, Skills, and Experience
Instruction: Regulation S-K Item 401(e) requires the Company to disclose, for each director, the specific experience, qualifications, attributes, or skills that led to the conclusion that such person should serve as a director of the Company at this time, in light of the Company's business and structure. Executive officers are also encouraged to respond to this section in connection with the biographical narratives to be included in the Registration Statement.
Please describe, in narrative form, the specific experience, qualifications, attributes, or skills that you believe qualify you to serve as a director and/or executive officer of the Company. Consider addressing any of the following, to the extent applicable:
•  Industry expertise (e.g., health technology, digital health, medical devices, diagnostics, life sciences, pharmaceuticals, biotechnology)
•  Leadership experience (e.g., CEO, COO, or other senior executive experience at a public or private company)
•  Financial literacy and accounting expertise
•  Technology and product development background
•  Medical, clinical, or scientific expertise
•  Public company board experience
•  Regulatory and compliance experience (e.g., FDA, CMS, OIG, HIPAA)
•  Mergers and acquisitions experience
•  Capital markets and investment experience
•  Functional expertise (e.g., marketing, sales, operations, human resources, legal)
•  Other relevant qualifications
Narrative Response:
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Section 1.6 — Biographical Narrative
Instruction: Please provide a brief biographical summary (approximately 150–250 words) suitable for inclusion in the prospectus. The summary should cover your career highlights, current role at the Company, and any notable accomplishments relevant to the Company's business. This narrative may be edited by counsel for consistency of style and format, but the substance of the narrative will be shared with you for review prior to inclusion in the Registration Statement.
Biographical Narrative:
________________________________________
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PART II — OTHER DIRECTORSHIPS AND AFFILIATIONS
Section 2.1 — Other Public Company Directorships
Instruction: List all directorships held by you at any public company (i.e., a company with a class of securities registered under Section 12 of the Exchange Act or that is subject to the reporting requirements of Section 15(d) of the Exchange Act) at any time during the past five years, including directorships that have since terminated. "Public company" also includes any foreign private issuer that files reports with the SEC.
If none, please write "None."
Section 2.2 — Other Directorships and Board Positions (Private Companies, Nonprofits, etc.)
Instruction: List all current directorships, trusteeships, advisory board memberships, or similar positions held at any private company, partnership, limited liability company, nonprofit organization, educational institution, trade association, or governmental body. Please also include any position as a trustee of a trust (other than personal or family trusts) or as a fiduciary in any capacity.
________________________________________
________________________________________
________________________________________
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If none, please write "None."
Section 2.3 — Affiliations with Significant Stockholders
Do you serve as a partner, managing member, officer, director, employee, or consultant of any entity (or any affiliate thereof) that holds, or will hold immediately prior to the IPO, five percent (5%) or more of the Company's outstanding common stock (on an as-converted basis)? If yes, please describe your role and the nature of your affiliation with such entity.
Response: _____________
________________________________________
Entity Name: _____________
Your Role / Title: _____________
Nature of Affiliation: _____________
If none, please write "None."
PART III — BENEFICIAL OWNERSHIP OF COMPANY SECURITIES
General Instruction for Part III: For purposes of this Part III, the term "beneficial ownership" has the meaning ascribed to it under Rule 13d-3 under the Exchange Act. You are the "beneficial owner" of shares of the Company's common stock if you have or share, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, voting power (which includes the power to vote or direct the voting of a security) or investment power (which includes the power to dispose or direct the disposition of a security). A person is also deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days through the exercise of any option, warrant, or right, the conversion of a security, the power to revoke a trust, discretionary account, or similar arrangement, or the automatic termination of a trust, discretionary account, or similar arrangement.
Section 3.1 — Direct Ownership
Number of shares of Company common stock directly held by you as of the date of this Questionnaire: _____________
Par Value of Shares: $0.001 per share
How and when were these shares acquired? (e.g., founder grant, stock purchase, option exercise, restricted stock award, gift, inheritance, conversion of preferred stock, or other): _____________
________________________________________
Are any of these shares subject to any pledge, lien, security interest, margin loan, or other encumbrance? If yes, describe, including the identity of the secured party, the number of shares pledged, and the nature of the obligation secured: _____________
________________________________________
Section 3.2 — Indirect Ownership
Instruction: List all shares of the Company's common stock beneficially owned by you but held through or by another person or entity, including, without limitation, shares held by or through (i) a family trust, revocable trust, irrevocable trust, or other estate-planning vehicle; (ii) an Immediate Family Member's account; (iii) a partnership, limited liability company, or other entity of which you are a general partner, managing member, or control person; (iv) an individual retirement account (IRA), 401(k) plan, or other retirement account; or (v) any other person or entity over which you exercise or share voting or investment control.
If none, please write "None."
Section 3.3 — Options, Warrants, and Convertible Securities
Instruction: List all outstanding stock options, warrants, restricted stock units ("RSUs"), stock appreciation rights ("SARs"), performance share units ("PSUs"), or other rights to acquire shares of the Company's common stock held by you as of the date of this Questionnaire, whether vested or unvested. For stock options, please include both incentive stock options ("ISOs") and non-qualified stock options ("NQSOs").
If none, please write "None."
Section 3.4 — 83(b) Elections
Have you filed an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to any shares of Company common stock or restricted stock? If yes, please provide the following information for each such election: (a) date of filing with the Internal Revenue Service, (b) number of shares covered by the election, and (c) fair market value of the shares at the time of the election.
Response: _____________
________________________________________
If none, please write "None."
Section 3.5 — Rule 10b5-1 Trading Plans
Do you currently have in effect a trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act for the purchase or sale of Company securities? If yes, please describe the plan, including the following: (a) date of adoption of the plan, (b) the name of the broker-dealer administering the plan, (c) the maximum number of shares subject to the plan, (d) whether the plan provides for purchases or sales (or both), and (e) the expected expiration or termination date of the plan.
Response: _____________
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If none, please write "None."
Section 3.6 — Shares of Other Entities
Do you, or does any Immediate Family Member, hold any equity interest (including common stock, preferred stock, partnership interests, membership interests, options, warrants, or other rights to acquire equity) in any entity that has a material business relationship with the Company (e.g., customer, supplier, licensor, licensee, distributor, strategic partner, or competitor)? If yes, please describe the entity, the nature of the equity interest, the approximate value of such interest, and the nature of the business relationship with the Company.
Response: _____________
________________________________________
________________________________________
If none, please write "None."
Section 3.7 — Voting and Disposition Agreements
Are any of your shares of the Company's securities subject to a voting agreement, stockholders' agreement, investors' rights agreement, registration rights agreement, right of first refusal, co-sale agreement, irrevocable proxy, or similar arrangement? If yes, describe the agreement, the parties thereto, and the material terms.
Response: _____________
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Note: The Company's Amended and Restated Voting Agreement, dated as of March 14, 2022, is expected to terminate upon the closing of a Qualified IPO (as defined therein). The Company's Amended and Restated Investors' Rights Agreement, dated as of March 14, 2022, is expected to terminate upon the closing of a Qualified IPO (as defined therein), except that certain registration rights provisions will survive the IPO. You should describe these agreements in your response to the extent you are a party thereto, even if they are expected to terminate upon the IPO.
Section 3.8 — Lock-Up Agreements
Have you been asked to execute, or do you expect to execute, a lock-up agreement (or similar market standoff agreement) in connection with the IPO restricting the transfer, sale, pledge, or other disposition of your shares of the Company's securities for a period following the Offering? If yes, please provide the following information: (a) the number of shares subject to the lock-up, (b) the expected duration of the lock-up period (e.g., 180 days from the date of the final prospectus), and (c) any exceptions or early release provisions of which you are aware.
Response: _____________
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PART IV — COMPENSATION AND EMPLOYMENT ARRANGEMENTS
Section 4.1 — Current Compensation
Instruction: Provide details of all compensation received from, accrued by, or awarded by the Company during each of the last two completed fiscal years and the current fiscal year to date, in each of the following categories. If you did not receive compensation in a particular category, please enter "$0" or "N/A." For equity awards, please report the grant date fair value computed in accordance with FASB ASC Topic 718.
Description of "All Other Compensation" (e.g., 401(k) matching contributions, health insurance premiums paid by the Company, life insurance premiums, relocation benefits, personal use of Company property, tax gross-ups, or other perquisites): _____________
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Section 4.2 — Employment Agreement or Offer Letter
Do you have a written employment agreement, offer letter, severance agreement, consulting agreement, or any other agreement governing the terms of your service with the Company? If yes, please attach a copy of each such agreement and describe the material terms below, including:
•  Term and duration of the agreement
•  Base salary
•  Annual bonus eligibility and target
•  Equity grants (type, amount, vesting)
•  Benefits and perquisites
•  Termination provisions, including severance payments and benefits upon termination without "Cause" or resignation for "Good Reason"
•  Change-of-control provisions (single trigger, double trigger, or other)
•  Non-competition, non-solicitation, and confidentiality covenants
•  Any other material terms
Response: _____________
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Section 4.3 — Change-of-Control and Severance Arrangements
Describe any arrangement (whether contained in an employment agreement, equity incentive plan, award agreement, or standalone agreement) that provides for payments, benefits, or accelerated vesting of equity awards to you upon (i) a change of control of the Company, (ii) termination of your employment, or (iii) both a change of control and termination of your employment (i.e., "double trigger" provisions). Please specify the triggering events and the nature and estimated value of the payments or benefits.
Response: _____________
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Section 4.4 — Indemnification Arrangements
Are you a party to any indemnification agreement with the Company? If yes, please attach a copy and describe the material terms below.
Response: _____________
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Has the Company advanced expenses or indemnified you in connection with any legal proceeding (whether pending, threatened, or completed)? If yes, please describe the proceeding, the amounts advanced or indemnified, and the current status of the matter.
Response: _____________
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Section 4.5 — Director Compensation
Instruction: If you are a non-employee director (i.e., a director who does not serve as an employee of the Company), please describe all compensation received from the Company during the last completed fiscal year (FY 2024), including:
•  Annual cash retainer (including any additional retainers for service as Board Chair, Lead Independent Director, or Committee Chair)
•  Meeting fees (per Board meeting or per Committee meeting)
•  Equity awards (stock options, RSUs, or other; specify grant date fair value)
•  Any other form of compensation
Response: _____________
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If you are an employee of the Company and also serve as a director, and you do not receive any separate compensation for your service as a director, please so state.
Section 4.6 — Loans
Has the Company made any loan to you, guaranteed any obligation of yours, or otherwise extended credit to you? Do you have any outstanding indebtedness to the Company? If yes, please describe the loan or extension of credit, including the following: (a) the largest aggregate amount outstanding at any time during the period since January 1, 2023, (b) the amount outstanding as of the most recent practicable date, (c) the interest rate, (d) the maturity date, and (e) any other material terms.
Response: _____________
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Note: Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits the Company, directly or indirectly (including through any subsidiary), from extending or maintaining credit, arranging for the extension of credit, or renewing an extension of credit, in the form of a personal loan to or for any director or executive officer. Certain limited exceptions exist for loans made in the ordinary course of business on market terms. If you have any questions regarding the applicability of this prohibition, please contact the Company's General Counsel or Calderwood & Harkness LLP.
PART V — RELATED PERSON TRANSACTIONS
Section 5.1 — Transactions with the Company
Instruction: Regulation S-K Item 404(a) requires disclosure of any transaction or currently proposed transaction in which (a) the Company was or is to be a participant, (b) the amount involved exceeds $120,000, and (c) any Related Person had or will have a direct or indirect material interest. A "transaction" includes, but is not limited to, any financial transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements, or relationships.
Please describe any such transaction that has occurred since January 1, 2023 (the beginning of the Company's last two completed fiscal years) or that is currently proposed. In providing your response, consider transactions involving yourself, your Immediate Family Members, and your Associates.
If none, please write "None."
Section 5.2 — Family Relationships
Are you related, by blood, marriage, or adoption, to any other director, executive officer, or person known to you to be nominated to become a director or executive officer of the Company? If yes, please identify the individuals and describe the nature of the relationship (e.g., spouse, parent, child, sibling, in-law).
Response: _____________
________________________________________
If none, please write "None."
Section 5.3 — Business Relationships with the Company
During the past three fiscal years (since January 1, 2022), have you, or has any entity with which you are affiliated (including any entity in which you serve as an officer, director, partner, member, employee, or holder of more than 10% of the equity interests), had any business relationship with the Company (other than your service as a director or executive officer)? If yes, please describe the nature of the business relationship, the parties involved, the approximate dollar amounts, and the current status of the relationship.
Response: _____________
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In responding to this question, please consider any consulting, advisory, investment banking, commercial banking, legal, accounting, actuarial, or other professional service relationships, as well as any joint ventures, licensing arrangements, supply agreements, or other commercial relationships.
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If none, please write "None."
Section 5.4 — Indebtedness of Management
Are you, or is any Immediate Family Member or Associate, indebted to the Company (or any subsidiary) in an amount exceeding $120,000? Is the Company (or any subsidiary) indebted to you, or to any Immediate Family Member or Associate, in an amount exceeding $120,000? If yes, please describe the nature, amount, and terms of such indebtedness.
Response: _____________
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If none, please write "None."
Section 5.5 — Interests in Company Property
Do you, or does any Immediate Family Member, have any direct or indirect interest in any property (real or personal) currently owned, leased, or used by the Company, or proposed to be acquired, leased, or used by the Company? If yes, please describe the property, the nature of your interest, and the terms of the arrangement.
Response: _____________
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If none, please write "None."
Section 5.6 — Transactions with 5% Stockholders
Please describe any transaction, arrangement, or relationship between you (or an Immediate Family Member) and any holder of more than 5% of the Company's outstanding common stock (on an as-converted basis), including, without limitation, Brindoval Trelvon Partners Fund IV, L.P. (and its affiliated funds and entities), Ridgeline Growth Equity Fund III, LLC (and its affiliated funds and entities), and any other holder of more than 5% of the Company's voting securities known to you, that is relevant to the Company or your service as a director or officer.
Response: _____________
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If none, please write "None."
PART VI — LEGAL PROCEEDINGS
Section 6.1 — Legal Proceedings Involving the Company
Are you aware of any pending or threatened legal proceeding (including any lawsuit, arbitration, governmental investigation, or administrative proceeding) to which the Company (or any subsidiary) is a party, or to which any property of the Company (or any subsidiary) is subject, that is material to the Company? If yes, please describe the nature of the proceeding, the parties involved, the forum, and the current status.
Response: _____________
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If none, please write "None."
Section 6.2 — Personal Legal Proceedings (Regulation S-K Item 401(f))
Instruction: For each of the following events, indicate whether the event has occurred during the past ten years with respect to you. If the answer to any sub-question is "Yes," provide full details, including dates, the nature of the proceeding, the court or governmental body involved, and the current status or resolution. These questions correspond to the disclosure requirements of Item 401(f) of Regulation S-K.
(a) Has a petition under the Federal Bankruptcy Code or any state insolvency law been filed by or against you, or has a receiver, fiscal agent, or similar officer been appointed by a court for your business or property, or any partnership in which you were a general partner at or within two years before the time of such filing, or any corporation or business association of which you were an executive officer at or within two years before the time of such filing?
Yes / No: ___
If yes, describe: _____________
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(b) Have you been convicted in a criminal proceeding or are you a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses)?
Yes / No: ___
If yes, describe: _____________
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(c) Have you been the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending, or otherwise limiting your involvement in any type of business, securities, futures, commodities, investment, banking, insurance, or savings and loan activities, or been associated with any entity or person engaged in any of the foregoing activities?
Yes / No: ___
If yes, describe: _____________
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(d) Have you been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and has such finding not been subsequently reversed, suspended, or vacated?
Yes / No: ___
If yes, describe: _____________
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(e) Have you been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of (i) any federal or state securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies (including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty, or temporary or permanent cease-and-desist order, or removal or prohibition order), or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity?
Yes / No: ___
If yes, describe: _____________
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(f) Have you been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member?
Yes / No: ___
If yes, describe: _____________
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Section 6.3 — Ongoing Investigations
Are you currently the subject of, or aware of, any investigation by any governmental agency (including, without limitation, the SEC, the Department of Justice, the Federal Trade Commission, the Food and Drug Administration, the Department of Health and Human Services Office of Inspector General, or any state attorney general's office), any regulatory body, or any self-regulatory organization? If yes, please describe the nature of the investigation, the investigating authority, and the current status.
Response: _____________
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If none, please write "None."
PART VII — INDEPENDENCE DETERMINATION
Section 7.1 — NYSE Independence Standards
Instruction: Section 303A.02 of the NYSE Listed Company Manual sets forth standards for determining whether a director is "independent." A director qualifies as independent only if the Board of Directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company). In making this determination, the Board must consider all relevant facts and circumstances. In addition, a director is not independent if any of certain specified "bright-line" disqualifying conditions exist. Please answer each of the following questions to assist the Company and its counsel in making independence determinations.
(a) Employment by the Company: During the past three years, have you been employed by the Company or any of its subsidiaries (other than in your capacity as a non-employee director)? This includes any employment relationship, whether full-time, part-time, or temporary.
Yes / No: ___
If yes, describe the position(s) held, the dates of employment, and the nature of your duties: _____________
________________________________________
(b) Immediate Family Member Employment: During the past three years, has any Immediate Family Member been employed by the Company or any of its subsidiaries as an executive officer?
Yes / No: ___
If yes, identify the Immediate Family Member, the position(s) held, and the dates of employment: _____________
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(c) Auditor Affiliation: During the past three years, have you, or has any Immediate Family Member, been affiliated with or employed by the Company's current independent registered public accounting firm, Kellerman & Associates LLP (or any predecessor firm)?
Yes / No: ___
If yes, describe the nature and dates of the affiliation or employment: _____________
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(d) Compensation Committee Interlocking: During the past three years, have you, or has any Immediate Family Member, been an executive officer of another company on whose compensation committee (or equivalent body) any of the Company's current executive officers serve or have served?
Yes / No: ___
If yes, identify the companies, positions, and individuals involved: _____________
________________________________________
(e) Commercial Relationships: During any of the past three fiscal years, have you been an executive officer or employee of, or has any Immediate Family Member been an executive officer of, a company that has made payments to, or received payments from, the Company (or any subsidiary) for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues?
Yes / No: ___
If yes, identify the company, describe the commercial relationship, and quantify the payments (or provide a reasonable estimate): _____________
________________________________________
(f) Charitable Relationships: During the past three fiscal years, have you served as an executive officer of a charitable organization (as defined in Section 501(c)(3) of the Internal Revenue Code) to which the Company (or any subsidiary) has made charitable contributions exceeding the greater of $1 million or 2% of such charitable organization's consolidated gross revenues?
Yes / No: ___
If yes, identify the organization, describe the contributions, and quantify the amounts: _____________
________________________________________
(g) Other Material Relationships: Are there any other relationships or circumstances not addressed above that might reasonably bear on your independence from the Company and its management? In considering this question, please think broadly about any personal, family, financial, professional, or social relationships that could create, or could reasonably appear to create, a conflict of interest or a lack of independence.
Yes / No: ___
If yes, describe: _____________
________________________________________
Section 7.2 — Audit Committee Independence (Rule 10A-3)
Instruction: If you serve or are expected to serve on the Audit Committee of the Board of Directors, please answer the following additional questions. Rule 10A-3 under the Exchange Act imposes additional independence requirements on members of audit committees of listed companies.
(a) Do you accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company or any subsidiary thereof, other than in your capacity as a member of the Board of Directors or any committee thereof? For purposes of this question, "compensatory fee" does not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company, provided that such compensation is not contingent in any way on continued service.
Yes / No: ___
If yes, describe: _____________
________________________________________
(b) Are you an "affiliated person" of the Company or any subsidiary thereof, as defined in Rule 10A-3(e)(1) under the Exchange Act? An "affiliated person" generally includes a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. For this purpose, a person who is not an executive officer of the Company and who does not own (directly or indirectly) 10% or more of any class of the Company's equity securities would generally not be considered an affiliated person solely by reason of being a director.
Yes / No: ___
If yes, describe the basis for your affiliation: _____________
________________________________________
Section 7.3 — Audit Committee Financial Expert
Do you qualify as an "audit committee financial expert" within the meaning of Item 407(d)(5)(ii) of Regulation S-K? The SEC has defined an "audit committee financial expert" as a person who has the following attributes: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; (iii) experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.
If yes, please describe the basis for such qualification (e.g., education in accounting or a related field, experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor, or experience in one or more positions that involve the performance of similar functions, or experience actively supervising one or more such persons, or other relevant experience).
Response: _____________
________________________________________
________________________________________
If not applicable, please write "N/A."
Section 7.4 — Controlled Company Exemption
Note for Counsel: This section is for the use of Calderwood & Harkness LLP and the Company's General Counsel in assessing whether the Company qualifies as a "controlled company" under Section 303A.00 of the NYSE Listed Company Manual (i.e., whether any stockholder or group holds more than 50% of the Company's voting power). Respondents need not complete this section. Calderwood & Harkness LLP will make the relevant determination based on the Company's capitalization table and stockholder information.
PART VIII — ARRANGEMENTS REGARDING ELECTION OR APPOINTMENT
Section 8.1 — Nomination Arrangements
Were you elected, appointed, or nominated to the Board of Directors, or to your current officer position, pursuant to any arrangement or understanding with any person or entity other than the Company? If yes, please describe the arrangement or understanding, including the identity of the person or entity and the terms of such arrangement (e.g., board designation rights contained in a stockholders' agreement, investors' rights agreement, or other contract; nomination by a stockholder group; appointment as a condition of a financing or strategic transaction).
Response: _____________
________________________________________
________________________________________
If none, please write "None."
Section 8.2 — Voting Agreements
Are you a party to any agreement or understanding with any person or entity (other than the Company) regarding the voting of any securities of the Company? If yes, please describe the agreement, the parties thereto, the shares subject to such agreement, and the material terms.
Response: _____________
________________________________________
________________________________________
If none, please write "None."
PART IX — INSURANCE
Section 9.1 — D&O Insurance
Are you aware of any claim that has been made or threatened under the Company's directors' and officers' liability insurance policy? If yes, please describe the claim, including the date of the claim, the nature of the underlying matter, and the current status.
Response: _____________
________________________________________
Are you aware of any facts, circumstances, or events that may give rise to a claim under the Company's directors' and officers' liability insurance policy? If yes, please describe generally.
Response: _____________
________________________________________
If none, please write "None" to each question above.
PART X — ADDITIONAL INFORMATION
Section 10.1 — Material Non-Public Information
Are you currently in possession of any material non-public information about the Company or its business, operations, financial condition, or prospects that has not been disclosed to Calderwood & Harkness LLP and the Company's General Counsel? If yes, please describe the nature of such information generally (without disclosing the substance to unauthorized persons) and contact Rachel Moynihan or Calderwood & Harkness LLP immediately to arrange a confidential discussion.
Response: _____________
________________________________________
Section 10.2 — Insider Trading Policy
Have you reviewed, and do you agree to comply with, the Company's Insider Trading Policy (a copy of which has been provided to you and which will become effective upon the closing of the IPO)?
Yes / No: ___
Section 10.3 — Code of Business Conduct and Ethics
Have you reviewed, and do you agree to comply with, the Company's Code of Business Conduct and Ethics (a copy of which has been provided to you and which will become effective upon the closing of the IPO)?
Yes / No: ___
Section 10.4 — Stock Ownership Guidelines
Are you aware of, and do you agree to comply with, any stock ownership guidelines applicable to directors and/or executive officers of the Company, as set forth in the Company's Corporate Governance Guidelines to be adopted in connection with the IPO?
Yes / No: ___
Section 10.5 — Additional Matters
Is there any additional information that may be material to the Company's preparation of the Registration Statement, the prospectus, or any SEC filing that has not been covered by the foregoing questions? If yes, please describe fully.
Response: _____________
________________________________________
________________________________________
If none, please write "None."
PART XI — UPDATING OBLIGATION AND ACKNOWLEDGMENT
Section 11.1 — Ongoing Duty to Update
By signing this Questionnaire, you acknowledge and agree that you have an ongoing duty to promptly notify the Company's General Counsel (Rachel Moynihan) and Calderwood & Harkness LLP (Eric Johannsen and Claire Dempsey) of any change in the information provided in this Questionnaire, or any new information that would be responsive to any question contained herein, at any time prior to the completion of the Offering and for so long as a prospectus relating to the Offering is required to be delivered under the Securities Act (including during any period in which the Registration Statement remains effective). This updating obligation applies to all information provided herein, including information relating to your biographical background, security ownership, compensation, related person transactions, legal proceedings, independence, and any other matter addressed in this Questionnaire. The Company's ability to comply with its disclosure obligations under the federal securities laws depends on the timeliness and accuracy of the information you provide. Failure to provide timely updates may result in material misstatements or omissions in the Registration Statement and may expose you, the Company, and other persons to liability under the federal securities laws.
Section 11.2 — Certification and Signature
CERTIFICATION
I, the undersigned, hereby certify as follows:
1.  The information provided by me in this Questionnaire and any attachments hereto is true, complete, and correct to the best of my knowledge, information, and belief after due inquiry.
2.  I acknowledge my obligation to update this Questionnaire promptly in the event of any material change in the information provided herein, or in the event that any new information arises that would be responsive to any question contained herein, at any time prior to the completion of the Offering and for so long as a prospectus relating to the Offering is required to be delivered under the Securities Act of 1933, as amended.
3.  I understand that the information provided in this Questionnaire will be relied upon by the Company, Calderwood & Harkness LLP, Kellerman & Associates LLP, the underwriters of the Offering, and their respective counsel in connection with the preparation of the Registration Statement on Form S-1 of Arbor Health Technologies Inc. and any amendments or supplements thereto, as well as other filings with the SEC and the NYSE.
4.  I understand that material misstatements or omissions in the Registration Statement may subject me to liability under the federal securities laws, including Section 11 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.
5.  I authorize Calderwood & Harkness LLP and the Company to use the information provided herein for the purposes described above and to share such information, on a confidential basis and to the extent necessary, with the Company's auditors, the underwriters, and their respective counsel.
Signature: ________
Printed Name: ________
Title / Position with the Company: ________
Date: ________
APPENDIX A — SCHEDULE OF ATTACHMENTS
Instruction: Please attach the following documents to this Questionnaire, to the extent applicable. For each document attached, please check the corresponding box below. If a document is not applicable, please indicate "N/A."
1.  Copy of any employment agreement, offer letter, severance agreement, or consulting agreement between you and the Company (referenced in Section 4.2)
2.  Copy of any indemnification agreement between you and the Company (referenced in Section 4.4)
3.  Copy of any Rule 10b5-1 trading plan currently in effect (referenced in Section 3.5)
4.  Copy of any lock-up agreement or market standoff agreement executed or to be executed in connection with the IPO (referenced in Section 3.8)
5.  Copy of any election filed under Section 83(b) of the Internal Revenue Code with respect to shares of the Company's common stock or restricted stock (referenced in Section 3.4)
6.  Any other agreements, documents, or materials referenced in the respondent's answers above that are relevant to the disclosures to be made in the Registration Statement
Total Number of Attachments: ___
APPENDIX B — GLOSSARY OF DEFINED TERMS
For ease of reference, the following terms used in this Questionnaire have the meanings set forth below. These definitions are consistent with those set forth in the Introductory Instructions section of this Questionnaire.
"Affiliate" has the meaning set forth in Rule 405 under the Securities Act, and generally means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified person.
"Associate" has the meaning set forth in Rule 14a-1(a) under the Exchange Act, and generally includes (i) any corporation or other organization (other than the Company or a majority-owned subsidiary of the Company) of which you are an officer, director, or partner, or of which you are, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities; (ii) any trust or other estate in which you have a substantial beneficial interest or as to which you serve as trustee or in a similar fiduciary capacity; and (iii) your spouse, or any relative of yours or of your spouse who has the same home as you or who is a director or officer of the Company or any of its parents or subsidiaries.
"Company" means Arbor Health Technologies Inc., a Delaware corporation, together with its subsidiaries, unless the context otherwise requires.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Immediate Family Member" means your spouse, parents, stepparents, children, stepchildren, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, and sisters-in-law, and any person (other than a tenant or domestic employee) sharing your household.
"NYSE" means the New York Stock Exchange.
"Offering" means the proposed initial public offering of shares of common stock of the Company pursuant to the Registration Statement.
"Regulation S-K" means Regulation S-K promulgated by the SEC under the Securities Act and the Exchange Act.
"Registration Statement" means the Registration Statement on Form S-1 (including all exhibits and financial statements contained therein) to be filed by the Company with the SEC in connection with the Offering, as the same may be amended or supplemented from time to time.
"Related Person" means any director, executive officer, nominee for director, holder of more than 5% of the Company's voting securities, or any Immediate Family Member of the foregoing.
"Rule 10A-3" means Rule 10A-3 under the Exchange Act, which establishes independence requirements for members of audit committees of listed companies.
"SEC" means the United States Securities and Exchange Commission.
"Section 303A" means Section 303A of the NYSE Listed Company Manual, which sets forth corporate governance standards applicable to NYSE-listed companies, including director independence standards.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
APPENDIX C — CONTACT INFORMATION FOR QUESTIONS
If you have any questions regarding this Questionnaire, including questions about the scope of any particular question, the applicability of a question to your circumstances, or the manner in which a response should be provided, please do not hesitate to contact any of the following individuals:
Arbor Health Technologies Inc.
Rachel Moynihan General Counsel & Corporate Secretary Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142 Telephone: (617) 555-0142
Email: rmoynihan@arborhealth.com
Calderwood & Harkness LLP
Eric Johannsen, Partner Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 555-0198
Email: ejohannsen@calderwoodharkness.com
Claire Dempsey, Counsel Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 555-0237
Email: cdempsey@calderwoodharkness.com
Please direct all completed Questionnaires and attachments to both Rachel Moynihan at the Company and Eric Johannsen / Claire Dempsey at Calderwood & Harkness LLP at the addresses set forth above. Electronic submission is acceptable, provided that an original executed signature page is provided promptly thereafter by mail or courier.
[END OF QUESTIONNAIRE]
Employer / Entity | Title / Position | Principal Business of Employer | Dates of Service (From – To)
Company Name | Position (e.g., Director, Lead Independent Director, Committee Chair) | Dates of Service (From – To) | Exchange / Ticker Symbol
Name of Record Holder / Entity | Relationship to You | Number of Shares Held | Nature of Beneficial Ownership (e.g., voting control, investment control, shared)
Type of Award (e.g., ISO, NQSO, RSU, PSU, SAR, Warrant) | Plan Name (e.g., 2014 Stock Incentive Plan, 2024 Equity Incentive Plan) | Number of Shares Underlying Award | Exercise / Strike Price (per share) | Vesting Schedule (e.g., 4-year with 1-year cliff) | Vesting Commencement Date | Expiration Date | Number of Shares Currently Exercisable / Vested
Category | FY 2023 ($) | FY 2024 ($) | Current FY 2025 (YTD) ($)
Base Salary
Bonus / Incentive Compensation
Stock Awards (grant date fair value)
Option Awards (grant date fair value)
Non-Equity Incentive Plan Compensation
Change in Pension Value and Nonqualified Deferred Compensation Earnings
All Other Compensation (describe below)
Total
Name of Related Person | Relationship to Company | Nature of Interest in the Transaction | Description of the Transaction | Approximate Dollar Amount Involved | Amount Outstanding as of the Most Recent Practicable Date (if any)