1010-00002 · Client 1010 · Corporate Governance

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FORM OF COMMON STOCK CERTIFICATE

ARBOR HEALTH TECHNOLOGIES INC.

SPECIMEN

This specimen certificate has been prepared by Calderwood & Harkness LLP as part of the IPO closing deliverables for Arbor Health Technologies Inc. and is filed as Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-276841) filed with the Securities and Exchange Commission. This is a blank-form template/specimen certificate and is not to be filled in with specific holder information. The specimen certificate depicts the form in which physical certificates representing shares of Common Stock, par value $0.001 per share, of Arbor Health Technologies Inc. will be issued, when and if physical certificates are requested or required.

CERTIFICATE FACE (FRONT)

SPECIMEN

No. [__]

[__] Shares

CUSIP: 039217105

ARBOR HEALTH TECHNOLOGIES INC.

Incorporated Under the Laws of the State of Delaware

AUTHORIZED COMMON STOCK: 400,000,000 SHARES, PAR VALUE $0.001 PER SHARE

The authorized capital stock of the Company is set forth in the Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc., as filed with the Secretary of State of the State of Delaware (as may be further amended and/or restated from time to time, the "Charter"). The Company is authorized to issue Four Hundred Million (400,000,000) shares of Common Stock, par value $0.001 per share, and Fifty Million (50,000,000) shares of Preferred Stock, par value $0.001 per share. The Board of Directors of the Company is authorized, without further action by the stockholders of the Company, to issue shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and the number of shares constituting any such series, without any further vote or action by the stockholders.

This Certifies That [________] is the registered holder of [________] fully paid and non-assessable shares of Common Stock, par value $0.001 per share, of ARBOR HEALTH TECHNOLOGIES INC., a Delaware corporation (the "Company"), transferable on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

The shares represented by this Certificate are subject to all of the provisions of the Amended and Restated Certificate of Incorporation of the Company (as may be amended and/or restated from time to time) and the Amended and Restated Bylaws of the Company (as may be amended and/or restated from time to time), copies of which are on file at the office of the Transfer Agent. By acceptance of this Certificate, the holder hereof agrees to be bound by all of the terms and conditions set forth in the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws.

The Company will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. Any such request shall be made to the Corporate Secretary of the Company at its principal executive offices or to the Transfer Agent at the address set forth below.

The Company is authorized to issue Fifty Million (50,000,000) shares of Preferred Stock, par value $0.001 per share, in one or more series, with such voting powers (full or limited, or no voting powers), and such designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the Board of Directors pursuant to authority so to do which is expressly vested in the Board of Directors by the Amended and Restated Certificate of Incorporation.

This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its duly authorized officers.

Dated: [__]

[CORPORATE SEAL]

________________________________________

Dr. Nathaniel Rourke Chairman and Chief Executive Officer

________________________________________

Rachel Moynihan Corporate Secretary

Transfer Agent and Registrar:

Continental Share Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004

Listed on the New York Stock Exchange

Ticker Symbol: ARHT

CERTIFICATE REVERSE (BACK)

ASSIGNMENT

For Value Received, [________] hereby sell(s), assign(s), and transfer(s) unto

[Insert Social Security or Other Identifying Number of Assignee]

________________________________________

(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)

________________________________________

[________] shares of the Common Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint [________] Attorney to transfer the said shares on the books of the within-named Company with full power of substitution in the premises.

Dated: [__]

________________________________________

Signature(s) of Registered Holder(s)

Signature(s) Guaranteed:

________________________________________

(Medallion Guarantee Stamp)

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

MEDALLION SIGNATURE GUARANTEE INSTRUCTION: The signature(s) must be guaranteed by an eligible guarantor institution (including banks, stockbrokers, savings and loan associations, and credit unions) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. The Transfer Agent will reject any assignment form that does not bear a valid Medallion Signature Guarantee from an eligible guarantor institution that is a member of a recognized medallion program, including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP), or the New York Stock Exchange Medallion Signature Program (MSP).

LEGENDS

The following legends shall be affixed to this Certificate, as applicable, in accordance with the instructions set forth below.

LEGEND 1: SECURITIES ACT LEGEND

This legend shall be affixed to certificates representing shares that have not been registered under the Securities Act of 1933, as amended. Certificates representing shares sold in the initial public offering registered under the Registration Statement on Form S-1 (File No. 333-276841), declared effective by the Securities and Exchange Commission on February 8, 2024, shall not bear this legend.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT.

LEGEND 2: LOCK-UP LEGEND

This legend shall be affixed to certificates representing the approximately 80,000,000 shares held by pre-IPO stockholders who are parties to lock-up agreements (approximately 45 signatories), including all directors, officers, and holders of 1% or more of pre-IPO shares, including, without limitation, Dr. Nathaniel Rourke, Margaret Tsujimoto, David Halderman, Rachel Moynihan, Dr. Priya Subramanian, Brindoval Trelvon Partners Fund IV, L.P., and Ridgeline Growth Equity Fund III, LLC. The lock-up period is 180 days from the date of the final prospectus (February 8, 2024), expiring August 6, 2024.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT DATED AS OF [________], 2024, BY AND BETWEEN THE HOLDER AND WHITFIELD BARROW & CO., LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS (THE "LOCK-UP AGREEMENT"). DURING THE PERIOD COMMENCING ON FEBRUARY 8, 2024, AND ENDING ON AUGUST 6, 2024 (THE "LOCK-UP PERIOD"), THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, CONTRACTED TO BE SOLD, PLEDGED, GRANTED ANY OPTION TO PURCHASE, MADE SUBJECT TO ANY SHORT SALE, OR OTHERWISE TRANSFERRED OR DISPOSED OF, DIRECTLY OR INDIRECTLY, EXCEPT AS PERMITTED UNDER THE LOCK-UP AGREEMENT. THE RESTRICTIONS SET FORTH HEREIN ARE IN ADDITION TO ANY OTHER RESTRICTIONS ON TRANSFER THAT MAY BE APPLICABLE TO THE SHARES. A COPY OF THE LOCK-UP AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY AND THE TRANSFER AGENT AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER UPON WRITTEN REQUEST.

Permitted exceptions under the Lock-Up Agreement include: (a) transfers for bona fide estate planning purposes (provided that the donee or transferee executes and delivers a lock-up agreement in form and substance satisfactory to Whitfield Barrow & Co., LLC); (b) dispositions pursuant to any pre-existing Rule 10b5-1 trading plan that has been disclosed in the Registration Statement on Form S-1; (c) transactions involving shares of Common Stock acquired in the open market after the completion of the initial public offering; and (d) dispositions of up to 10% of the shares of Common Stock subject to the lock-up solely to satisfy tax withholding obligations arising from the vesting of restricted stock units granted under the Company's equity incentive plans.

Legend Removal Instruction (Lock-Up Legend): Upon the expiration of the Lock-Up Period on August 6, 2024, or upon receipt of written consent from Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, the registered holder may request removal of this legend by surrendering this Certificate to the Transfer Agent, Continental Share Services, Inc., at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, together with (i) a written request for legend removal, (ii) evidence of the expiration of the Lock-Up Period or a copy of the written consent of Whitfield Barrow & Co., LLC releasing the shares from the lock-up restrictions, and (iii) such other documentation as the Transfer Agent may reasonably require. The Transfer Agent shall not process any transfer of shares bearing this legend during the Lock-Up Period without the prior written authorization of Whitfield Barrow & Co., LLC.

LEGEND 3: CHARTER AND BYLAWS REFERENCE LEGEND

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BYLAWS OF THE COMPANY, AS EACH MAY BE AMENDED FROM TIME TO TIME. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS A COPY OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS. SUCH REQUEST MAY BE MADE TO THE CORPORATE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES OR TO THE TRANSFER AGENT AT THE ADDRESS SET FORTH ON THE FACE OF THIS CERTIFICATE.

LEGEND 4: SECTION 203 DGCL NOTICE

THE COMPANY HAS NOT OPTED OUT OF THE PROVISIONS OF SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW. SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW, AMONG OTHER THINGS, RESTRICTS CERTAIN BUSINESS COMBINATIONS BETWEEN THE COMPANY AND AN "INTERESTED STOCKHOLDER" (GENERALLY DEFINED AS A PERSON OWNING 15% OR MORE OF THE COMPANY'S OUTSTANDING VOTING STOCK) OR ITS AFFILIATES FOR A PERIOD OF THREE YEARS FOLLOWING THE DATE ON WHICH SUCH PERSON BECAME AN INTERESTED STOCKHOLDER, UNLESS (I) PRIOR TO SUCH DATE THE BOARD OF DIRECTORS APPROVED THE BUSINESS COMBINATION OR THE TRANSACTION THAT RESULTED IN SUCH PERSON BECOMING AN INTERESTED STOCKHOLDER, (II) UPON CONSUMMATION OF THE TRANSACTION THAT RESULTED IN SUCH PERSON BECOMING AN INTERESTED STOCKHOLDER, THE INTERESTED STOCKHOLDER OWNED AT LEAST 85% OF THE OUTSTANDING VOTING STOCK (EXCLUDING CERTAIN SHARES), OR (III) THE BUSINESS COMBINATION IS APPROVED BY THE BOARD OF DIRECTORS AND AUTHORIZED BY THE AFFIRMATIVE VOTE OF AT LEAST 66⅔% OF THE OUTSTANDING VOTING STOCK NOT OWNED BY THE INTERESTED STOCKHOLDER. A COPY OF SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW AND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ARE AVAILABLE FROM THE COMPANY UPON REQUEST.

GENERAL LEGEND REMOVAL INSTRUCTIONS

The following instructions apply to the removal of legends from certificates representing shares of Common Stock of Arbor Health Technologies Inc.:

1. Securities Act Legend Removal. The Securities Act Legend (Legend 1) may be removed from a certificate representing shares of Common Stock upon the occurrence of either of the following:

(a) The shares represented by the certificate have been registered for resale under an effective registration statement under the Securities Act of 1933, as amended, and the holder has provided the Transfer Agent with evidence of such registration, including a copy of the relevant registration statement and a confirmation that such registration statement has been declared effective by the Securities and Exchange Commission and remains effective as of the date of the transfer; or

(b) The holder has delivered to the Transfer Agent a legal opinion of counsel (which counsel and opinion shall be reasonably satisfactory in form and substance to the Company and the Transfer Agent) to the effect that the shares may be transferred without registration under the Securities Act of 1933, as amended, and applicable state securities laws.

2. Lock-Up Legend Removal. The Lock-Up Legend (Legend 2) may be removed from a certificate representing shares of Common Stock upon the occurrence of any of the following:

(a) The expiration of the Lock-Up Period on August 6, 2024 (being 180 days from the date of the final prospectus, February 8, 2024), upon the holder's surrender of the certificate to the Transfer Agent together with a written request for legend removal and such other documentation as the Transfer Agent may reasonably require;

(b) Receipt by the Transfer Agent of written confirmation from the Company and/or Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, that the Lock-Up Period has expired or that the shares have been released from the lock-up restrictions prior to the expiration of the Lock-Up Period; or

(c) Receipt by the Transfer Agent of written authorization from Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, confirming that a permitted transfer has been effected in compliance with the terms and conditions of the Lock-Up Agreement, together with such supporting documentation as the Transfer Agent may reasonably require.

3. Transfer Agent Obligation During Lock-Up Period. The Transfer Agent, Continental Share Services, Inc., shall not effect any transfer of shares bearing the Lock-Up Legend (Legend 2) during the Lock-Up Period (February 8, 2024, through August 6, 2024) unless accompanied by written authorization from Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, or confirmation from the Company that the proposed transfer falls within one of the permitted exceptions under the Lock-Up Agreement.

ADDITIONAL INSTRUCTIONS AND NOTES

The following instructions and notes are for internal use only and are not printed on the physical certificate. These instructions are provided for the benefit of the Transfer Agent, the Company, counsel, and the underwriters in connection with the issuance of certificates and administration of transfer restrictions.

Transfer Agent Instructions

Continental Share Services, Inc. (the "Transfer Agent"), located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, shall be instructed, and hereby is instructed by the Company, as follows:

1. Securities Act Legend Application. The Transfer Agent shall apply the Securities Act Legend (Legend 1) to all certificates issued for shares of Common Stock that have not been registered under an effective registration statement under the Securities Act of 1933, as amended. Without limiting the generality of the foregoing, the Securities Act Legend shall be applied to all certificates representing shares of Common Stock issued in connection with private placements, exercises of stock options or warrants (to the extent such shares are not registered for resale), vesting of restricted stock or restricted stock units (to the extent such shares are not registered for resale), and any other issuance not registered under the Securities Act. The Securities Act Legend shall not be applied to certificates representing shares sold in the initial public offering registered under the Registration Statement on Form S-1 (File No. 333-276841), declared effective by the Securities and Exchange Commission on February 8, 2024.

2. Lock-Up Legend Application. The Transfer Agent shall apply the Lock-Up Legend (Legend 2) to all certificates representing shares of Common Stock held by lock-up signatories, as identified on the lock-up execution tracker maintained by the Company and Calderwood & Harkness LLP (listing approximately 45 signatories, including all directors, executive officers, and holders of 1% or more of the pre-IPO outstanding shares of Common Stock). The Transfer Agent shall rely on the lock-up execution tracker, as supplemented and updated from time to time by the Company, to identify the lock-up signatories and the number of shares subject to the lock-up restrictions.

3. Transfer Restrictions During Lock-Up Period. The Transfer Agent shall not process any transfer of shares bearing the Lock-Up Legend during the Lock-Up Period (February 8, 2024, through August 6, 2024, inclusive) without the prior written consent of Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, or confirmation from the Company that the proposed transfer falls within one of the permitted exceptions set forth in the Lock-Up Agreement. Written consent or confirmation may be delivered to the Transfer Agent by email, facsimile, or physical delivery, provided that the Transfer Agent shall be entitled to rely on such consent or confirmation without independent verification.

4. Legend Removal. The Transfer Agent shall remove legends from certificates upon receipt of proper documentation as described in the General Legend Removal Instructions set forth on the reverse side of the certificate form and as further specified in the Transfer Agent Agreement between the Company and Continental Share Services, Inc. dated as of February 8, 2024. The Transfer Agent shall not be required to remove any legend unless and until it has received all documentation required by such instructions and such documentation is in form and substance reasonably satisfactory to the Transfer Agent.

5. Record Keeping. The Transfer Agent shall maintain accurate records of all certificates issued, all legends affixed to such certificates, and all legend removals effected, and shall make such records available to the Company and its counsel upon reasonable request.

Book-Entry / DTC Notation

The majority of shares of Common Stock issued in the initial public offering will be held in book-entry form through The Depository Trust Company ("DTC") and will not be represented by physical stock certificates. Physical certificates in the form set forth herein will be issued only (a) upon the specific written request of a registered holder, (b) as required for shares that are not eligible for DTC book-entry (including, without limitation, certain restricted shares bearing the Securities Act Legend and/or the Lock-Up Legend), or (c) as otherwise required by applicable law, regulation, or the rules of the New York Stock Exchange.

Continental Share Services, Inc. has confirmed that the shares of Common Stock of Arbor Health Technologies Inc. are eligible for DTC book-entry delivery and that appropriate arrangements have been made with DTC for the electronic settlement of transactions in the shares. The DTC eligibility confirmation was received from Continental Share Services, Inc. on January 22, 2024, and is on file with the Company and Calderwood & Harkness LLP.

Shares held in book-entry form through DTC shall be subject to the same transfer restrictions, lock-up provisions, and legend requirements as shares represented by physical certificates, and the Transfer Agent shall enforce such restrictions with respect to book-entry shares in the same manner as it enforces such restrictions with respect to certificated shares.

Applicable Identifiers

The following identifiers are applicable to Arbor Health Technologies Inc. and the shares of Common Stock represented by this specimen certificate:

This specimen certificate form has been prepared by Calderwood & Harkness LLP in connection with the initial public offering of Arbor Health Technologies Inc. and is filed as Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-276841). This document is a form only and does not constitute the issuance of any shares of Common Stock or any other security of the Company. All bracketed fields are to be completed at the time of issuance of individual certificates. Questions regarding this specimen certificate or the issuance of physical certificates should be directed to Continental Share Services, Inc. at the address set forth above or to Calderwood & Harkness LLP.

Identifier	Value
Company	Arbor Health Technologies Inc.
State of Incorporation	Delaware
CUSIP	039217105
NYSE Ticker Symbol	ARHT
SEC File Number (Registration Statement)	333-276841
SEC CIK Number	0001987432
Par Value (Common Stock)	$0.001 per share
Authorized Common Stock	400,000,000 shares
Authorized Preferred Stock	50,000,000 shares
Transfer Agent and Registrar	Continental Share Services, Inc.
Transfer Agent Address	1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004
Employer Identification Number (EIN)	47-3891205
IPO Effective Date	February 8, 2024
Lock-Up Period Expiration	August 6, 2024
Representative of the Underwriters	Whitfield Barrow & Co., LLC
IPO Counsel	Calderwood & Harkness LLP

FORM OF COMMON STOCK CERTIFICATE
ARBOR HEALTH TECHNOLOGIES INC.
SPECIMEN
This specimen certificate has been prepared by Calderwood & Harkness LLP as part of the IPO closing deliverables for Arbor Health Technologies Inc. and is filed as Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-276841) filed with the Securities and Exchange Commission. This is a blank-form template/specimen certificate and is not to be filled in with specific holder information. The specimen certificate depicts the form in which physical certificates representing shares of Common Stock, par value $0.001 per share, of Arbor Health Technologies Inc. will be issued, when and if physical certificates are requested or required.
CERTIFICATE FACE (FRONT)
SPECIMEN
No. [__]
[__] Shares
CUSIP: 039217105
ARBOR HEALTH TECHNOLOGIES INC.
Incorporated Under the Laws of the State of Delaware
AUTHORIZED COMMON STOCK: 400,000,000 SHARES, PAR VALUE $0.001 PER SHARE
The authorized capital stock of the Company is set forth in the Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc., as filed with the Secretary of State of the State of Delaware (as may be further amended and/or restated from time to time, the "Charter"). The Company is authorized to issue Four Hundred Million (400,000,000) shares of Common Stock, par value $0.001 per share, and Fifty Million (50,000,000) shares of Preferred Stock, par value $0.001 per share. The Board of Directors of the Company is authorized, without further action by the stockholders of the Company, to issue shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and the number of shares constituting any such series, without any further vote or action by the stockholders.
This Certifies That [________] is the registered holder of [________] fully paid and non-assessable shares of Common Stock, par value $0.001 per share, of ARBOR HEALTH TECHNOLOGIES INC., a Delaware corporation (the "Company"), transferable on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
The shares represented by this Certificate are subject to all of the provisions of the Amended and Restated Certificate of Incorporation of the Company (as may be amended and/or restated from time to time) and the Amended and Restated Bylaws of the Company (as may be amended and/or restated from time to time), copies of which are on file at the office of the Transfer Agent. By acceptance of this Certificate, the holder hereof agrees to be bound by all of the terms and conditions set forth in the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws.
The Company will furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. Any such request shall be made to the Corporate Secretary of the Company at its principal executive offices or to the Transfer Agent at the address set forth below.
The Company is authorized to issue Fifty Million (50,000,000) shares of Preferred Stock, par value $0.001 per share, in one or more series, with such voting powers (full or limited, or no voting powers), and such designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the Board of Directors pursuant to authority so to do which is expressly vested in the Board of Directors by the Amended and Restated Certificate of Incorporation.
This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its duly authorized officers.
Dated: [__]
[CORPORATE SEAL]
________________________________________
Dr. Nathaniel Rourke Chairman and Chief Executive Officer
________________________________________
Rachel Moynihan Corporate Secretary
Transfer Agent and Registrar:
Continental Share Services, Inc. 1 Ashbury Asset Advisors Plaza, 30th Floor New York, NY 10004
Listed on the New York Stock Exchange
Ticker Symbol: ARHT
CERTIFICATE REVERSE (BACK)
ASSIGNMENT
For Value Received, [________] hereby sell(s), assign(s), and transfer(s) unto
[Insert Social Security or Other Identifying Number of Assignee]
________________________________________
(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)
________________________________________
________________________________________
[________] shares of the Common Stock represented by the within Certificate, and do(es) hereby irrevocably constitute and appoint [________] Attorney to transfer the said shares on the books of the within-named Company with full power of substitution in the premises.
Dated: [__]
________________________________________
Signature(s) of Registered Holder(s)
Signature(s) Guaranteed:
________________________________________
(Medallion Guarantee Stamp)
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
MEDALLION SIGNATURE GUARANTEE INSTRUCTION: The signature(s) must be guaranteed by an eligible guarantor institution (including banks, stockbrokers, savings and loan associations, and credit unions) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Guarantees by a notary public are not acceptable. The Transfer Agent will reject any assignment form that does not bear a valid Medallion Signature Guarantee from an eligible guarantor institution that is a member of a recognized medallion program, including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP), or the New York Stock Exchange Medallion Signature Program (MSP).
LEGENDS
The following legends shall be affixed to this Certificate, as applicable, in accordance with the instructions set forth below.
LEGEND 1: SECURITIES ACT LEGEND
This legend shall be affixed to certificates representing shares that have not been registered under the Securities Act of 1933, as amended. Certificates representing shares sold in the initial public offering registered under the Registration Statement on Form S-1 (File No. 333-276841), declared effective by the Securities and Exchange Commission on February 8, 2024, shall not bear this legend.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT.
LEGEND 2: LOCK-UP LEGEND
This legend shall be affixed to certificates representing the approximately 80,000,000 shares held by pre-IPO stockholders who are parties to lock-up agreements (approximately 45 signatories), including all directors, officers, and holders of 1% or more of pre-IPO shares, including, without limitation, Dr. Nathaniel Rourke, Margaret Tsujimoto, David Halderman, Rachel Moynihan, Dr. Priya Subramanian, Brindoval Trelvon Partners Fund IV, L.P., and Ridgeline Growth Equity Fund III, LLC. The lock-up period is 180 days from the date of the final prospectus (February 8, 2024), expiring August 6, 2024.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT DATED AS OF [________], 2024, BY AND BETWEEN THE HOLDER AND WHITFIELD BARROW & CO., LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS (THE "LOCK-UP AGREEMENT"). DURING THE PERIOD COMMENCING ON FEBRUARY 8, 2024, AND ENDING ON AUGUST 6, 2024 (THE "LOCK-UP PERIOD"), THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, CONTRACTED TO BE SOLD, PLEDGED, GRANTED ANY OPTION TO PURCHASE, MADE SUBJECT TO ANY SHORT SALE, OR OTHERWISE TRANSFERRED OR DISPOSED OF, DIRECTLY OR INDIRECTLY, EXCEPT AS PERMITTED UNDER THE LOCK-UP AGREEMENT. THE RESTRICTIONS SET FORTH HEREIN ARE IN ADDITION TO ANY OTHER RESTRICTIONS ON TRANSFER THAT MAY BE APPLICABLE TO THE SHARES. A COPY OF THE LOCK-UP AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY AND THE TRANSFER AGENT AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER UPON WRITTEN REQUEST.
Permitted exceptions under the Lock-Up Agreement include: (a) transfers for bona fide estate planning purposes (provided that the donee or transferee executes and delivers a lock-up agreement in form and substance satisfactory to Whitfield Barrow & Co., LLC); (b) dispositions pursuant to any pre-existing Rule 10b5-1 trading plan that has been disclosed in the Registration Statement on Form S-1; (c) transactions involving shares of Common Stock acquired in the open market after the completion of the initial public offering; and (d) dispositions of up to 10% of the shares of Common Stock subject to the lock-up solely to satisfy tax withholding obligations arising from the vesting of restricted stock units granted under the Company's equity incentive plans.
Legend Removal Instruction (Lock-Up Legend): Upon the expiration of the Lock-Up Period on August 6, 2024, or upon receipt of written consent from Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, the registered holder may request removal of this legend by surrendering this Certificate to the Transfer Agent, Continental Share Services, Inc., at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, together with (i) a written request for legend removal, (ii) evidence of the expiration of the Lock-Up Period or a copy of the written consent of Whitfield Barrow & Co., LLC releasing the shares from the lock-up restrictions, and (iii) such other documentation as the Transfer Agent may reasonably require. The Transfer Agent shall not process any transfer of shares bearing this legend during the Lock-Up Period without the prior written authorization of Whitfield Barrow & Co., LLC.
LEGEND 3: CHARTER AND BYLAWS REFERENCE LEGEND
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND THE AMENDED AND RESTATED BYLAWS OF THE COMPANY, AS EACH MAY BE AMENDED FROM TIME TO TIME. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS A COPY OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAWS. SUCH REQUEST MAY BE MADE TO THE CORPORATE SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES OR TO THE TRANSFER AGENT AT THE ADDRESS SET FORTH ON THE FACE OF THIS CERTIFICATE.
LEGEND 4: SECTION 203 DGCL NOTICE
THE COMPANY HAS NOT OPTED OUT OF THE PROVISIONS OF SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW. SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW, AMONG OTHER THINGS, RESTRICTS CERTAIN BUSINESS COMBINATIONS BETWEEN THE COMPANY AND AN "INTERESTED STOCKHOLDER" (GENERALLY DEFINED AS A PERSON OWNING 15% OR MORE OF THE COMPANY'S OUTSTANDING VOTING STOCK) OR ITS AFFILIATES FOR A PERIOD OF THREE YEARS FOLLOWING THE DATE ON WHICH SUCH PERSON BECAME AN INTERESTED STOCKHOLDER, UNLESS (I) PRIOR TO SUCH DATE THE BOARD OF DIRECTORS APPROVED THE BUSINESS COMBINATION OR THE TRANSACTION THAT RESULTED IN SUCH PERSON BECOMING AN INTERESTED STOCKHOLDER, (II) UPON CONSUMMATION OF THE TRANSACTION THAT RESULTED IN SUCH PERSON BECOMING AN INTERESTED STOCKHOLDER, THE INTERESTED STOCKHOLDER OWNED AT LEAST 85% OF THE OUTSTANDING VOTING STOCK (EXCLUDING CERTAIN SHARES), OR (III) THE BUSINESS COMBINATION IS APPROVED BY THE BOARD OF DIRECTORS AND AUTHORIZED BY THE AFFIRMATIVE VOTE OF AT LEAST 66⅔% OF THE OUTSTANDING VOTING STOCK NOT OWNED BY THE INTERESTED STOCKHOLDER. A COPY OF SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW AND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ARE AVAILABLE FROM THE COMPANY UPON REQUEST.
GENERAL LEGEND REMOVAL INSTRUCTIONS
The following instructions apply to the removal of legends from certificates representing shares of Common Stock of Arbor Health Technologies Inc.:
1. Securities Act Legend Removal. The Securities Act Legend (Legend 1) may be removed from a certificate representing shares of Common Stock upon the occurrence of either of the following:
(a) The shares represented by the certificate have been registered for resale under an effective registration statement under the Securities Act of 1933, as amended, and the holder has provided the Transfer Agent with evidence of such registration, including a copy of the relevant registration statement and a confirmation that such registration statement has been declared effective by the Securities and Exchange Commission and remains effective as of the date of the transfer; or
(b) The holder has delivered to the Transfer Agent a legal opinion of counsel (which counsel and opinion shall be reasonably satisfactory in form and substance to the Company and the Transfer Agent) to the effect that the shares may be transferred without registration under the Securities Act of 1933, as amended, and applicable state securities laws.
2. Lock-Up Legend Removal. The Lock-Up Legend (Legend 2) may be removed from a certificate representing shares of Common Stock upon the occurrence of any of the following:
(a) The expiration of the Lock-Up Period on August 6, 2024 (being 180 days from the date of the final prospectus, February 8, 2024), upon the holder's surrender of the certificate to the Transfer Agent together with a written request for legend removal and such other documentation as the Transfer Agent may reasonably require;
(b) Receipt by the Transfer Agent of written confirmation from the Company and/or Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, that the Lock-Up Period has expired or that the shares have been released from the lock-up restrictions prior to the expiration of the Lock-Up Period; or
(c) Receipt by the Transfer Agent of written authorization from Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, confirming that a permitted transfer has been effected in compliance with the terms and conditions of the Lock-Up Agreement, together with such supporting documentation as the Transfer Agent may reasonably require.
3. Transfer Agent Obligation During Lock-Up Period. The Transfer Agent, Continental Share Services, Inc., shall not effect any transfer of shares bearing the Lock-Up Legend (Legend 2) during the Lock-Up Period (February 8, 2024, through August 6, 2024) unless accompanied by written authorization from Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, or confirmation from the Company that the proposed transfer falls within one of the permitted exceptions under the Lock-Up Agreement.
ADDITIONAL INSTRUCTIONS AND NOTES
The following instructions and notes are for internal use only and are not printed on the physical certificate. These instructions are provided for the benefit of the Transfer Agent, the Company, counsel, and the underwriters in connection with the issuance of certificates and administration of transfer restrictions.
Transfer Agent Instructions
Continental Share Services, Inc. (the "Transfer Agent"), located at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, shall be instructed, and hereby is instructed by the Company, as follows:
1.  Securities Act Legend Application. The Transfer Agent shall apply the Securities Act Legend (Legend 1) to all certificates issued for shares of Common Stock that have not been registered under an effective registration statement under the Securities Act of 1933, as amended. Without limiting the generality of the foregoing, the Securities Act Legend shall be applied to all certificates representing shares of Common Stock issued in connection with private placements, exercises of stock options or warrants (to the extent such shares are not registered for resale), vesting of restricted stock or restricted stock units (to the extent such shares are not registered for resale), and any other issuance not registered under the Securities Act. The Securities Act Legend shall not be applied to certificates representing shares sold in the initial public offering registered under the Registration Statement on Form S-1 (File No. 333-276841), declared effective by the Securities and Exchange Commission on February 8, 2024.
2.  Lock-Up Legend Application. The Transfer Agent shall apply the Lock-Up Legend (Legend 2) to all certificates representing shares of Common Stock held by lock-up signatories, as identified on the lock-up execution tracker maintained by the Company and Calderwood & Harkness LLP (listing approximately 45 signatories, including all directors, executive officers, and holders of 1% or more of the pre-IPO outstanding shares of Common Stock). The Transfer Agent shall rely on the lock-up execution tracker, as supplemented and updated from time to time by the Company, to identify the lock-up signatories and the number of shares subject to the lock-up restrictions.
3.  Transfer Restrictions During Lock-Up Period. The Transfer Agent shall not process any transfer of shares bearing the Lock-Up Legend during the Lock-Up Period (February 8, 2024, through August 6, 2024, inclusive) without the prior written consent of Whitfield Barrow & Co., LLC, as Representative of the Several Underwriters, or confirmation from the Company that the proposed transfer falls within one of the permitted exceptions set forth in the Lock-Up Agreement. Written consent or confirmation may be delivered to the Transfer Agent by email, facsimile, or physical delivery, provided that the Transfer Agent shall be entitled to rely on such consent or confirmation without independent verification.
4.  Legend Removal. The Transfer Agent shall remove legends from certificates upon receipt of proper documentation as described in the General Legend Removal Instructions set forth on the reverse side of the certificate form and as further specified in the Transfer Agent Agreement between the Company and Continental Share Services, Inc. dated as of February 8, 2024. The Transfer Agent shall not be required to remove any legend unless and until it has received all documentation required by such instructions and such documentation is in form and substance reasonably satisfactory to the Transfer Agent.
5.  Record Keeping. The Transfer Agent shall maintain accurate records of all certificates issued, all legends affixed to such certificates, and all legend removals effected, and shall make such records available to the Company and its counsel upon reasonable request.
Book-Entry / DTC Notation
The majority of shares of Common Stock issued in the initial public offering will be held in book-entry form through The Depository Trust Company ("DTC") and will not be represented by physical stock certificates. Physical certificates in the form set forth herein will be issued only (a) upon the specific written request of a registered holder, (b) as required for shares that are not eligible for DTC book-entry (including, without limitation, certain restricted shares bearing the Securities Act Legend and/or the Lock-Up Legend), or (c) as otherwise required by applicable law, regulation, or the rules of the New York Stock Exchange.
Continental Share Services, Inc. has confirmed that the shares of Common Stock of Arbor Health Technologies Inc. are eligible for DTC book-entry delivery and that appropriate arrangements have been made with DTC for the electronic settlement of transactions in the shares. The DTC eligibility confirmation was received from Continental Share Services, Inc. on January 22, 2024, and is on file with the Company and Calderwood & Harkness LLP.
Shares held in book-entry form through DTC shall be subject to the same transfer restrictions, lock-up provisions, and legend requirements as shares represented by physical certificates, and the Transfer Agent shall enforce such restrictions with respect to book-entry shares in the same manner as it enforces such restrictions with respect to certificated shares.
Applicable Identifiers
The following identifiers are applicable to Arbor Health Technologies Inc. and the shares of Common Stock represented by this specimen certificate:
This specimen certificate form has been prepared by Calderwood & Harkness LLP in connection with the initial public offering of Arbor Health Technologies Inc. and is filed as Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-276841). This document is a form only and does not constitute the issuance of any shares of Common Stock or any other security of the Company. All bracketed fields are to be completed at the time of issuance of individual certificates. Questions regarding this specimen certificate or the issuance of physical certificates should be directed to Continental Share Services, Inc. at the address set forth above or to Calderwood & Harkness LLP.
Identifier | Value
Company | Arbor Health Technologies Inc.
State of Incorporation | Delaware
CUSIP | 039217105
NYSE Ticker Symbol | ARHT
SEC File Number (Registration Statement) | 333-276841
SEC CIK Number | 0001987432
Par Value (Common Stock) | $0.001 per share
Authorized Common Stock | 400,000,000 shares
Authorized Preferred Stock | 50,000,000 shares
Transfer Agent and Registrar | Continental Share Services, Inc.
Transfer Agent Address | 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004
Employer Identification Number (EIN) | 47-3891205
IPO Effective Date | February 8, 2024
Lock-Up Period Expiration | August 6, 2024
Representative of the Underwriters | Whitfield Barrow & Co., LLC
IPO Counsel | Calderwood & Harkness LLP

FORM OF COMMON STOCK CERTIFICATE

ARBOR HEALTH TECHNOLOGIES INC.

SPECIMEN

CERTIFICATE FACE (FRONT)

SPECIMEN

CUSIP: 039217105

ARBOR HEALTH TECHNOLOGIES INC.

CERTIFICATE REVERSE (BACK)

ASSIGNMENT

LEGENDS

LEGEND 1: SECURITIES ACT LEGEND

LEGEND 2: LOCK-UP LEGEND

LEGEND 3: CHARTER AND BYLAWS REFERENCE LEGEND

LEGEND 4: SECTION 203 DGCL NOTICE

GENERAL LEGEND REMOVAL INSTRUCTIONS

ADDITIONAL INSTRUCTIONS AND NOTES

Record

Parties

Dates

Amounts