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WRITTEN CONSENT OF STOCKHOLDERS

ARBOR HEALTH TECHNOLOGIES INC.

IN LIEU OF A SPECIAL MEETING

The undersigned, being stockholders of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), acting pursuant to Section 228 of the General Corporation Law of the State of Delaware (the "DGCL") and in accordance with Article II of the current Certificate of Incorporation of the Company and Section 2.11 of the current Bylaws of the Company, hereby take the following actions by written consent in lieu of a special meeting of the stockholders of the Company, effective as of the date of the last signature set forth on the signature pages hereto (the "Effective Date"), with the same force and effect as if such actions had been duly adopted at a meeting of the stockholders of the Company duly called and held for such purposes, at which a quorum was present and acting throughout.

This Written Consent is being executed on or about January 2024, following the adoption by the Board of Directors of the Company (the "Board") of the Arbor Health Technologies Inc. 2024 Equity Incentive Plan and the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan on January 15, 2024, and in advance of the public filing of the Company's Registration Statement on Form S-1 with the Securities and Exchange Commission (the "SEC"), currently anticipated to occur on or about January 22, 2024.

RECITALS

WHEREAS:

A. The Company. Arbor Health Technologies Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal executive offices located at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142. The Company currently has 120,000,000 shares of common stock authorized, par value $0.001 per share (the "Common Stock"), of which 80,000,000 shares are issued and outstanding as of the date hereof. No shares of preferred stock of the Company are currently outstanding, all shares of preferred stock previously issued and outstanding having been converted into shares of Common Stock in connection with, and in anticipation of, the transactions described herein.

B. Proposed Initial Public Offering. The Board has determined that it is in the best interests of the Company and its stockholders for the Company to pursue an initial public offering (the "IPO") of shares of the Company's Common Stock on the New York Stock Exchange (the "NYSE"). In furtherance thereof, the Company has confidentially submitted a draft Registration Statement on Form S-1 (SEC File No. 333-276841) (the "Registration Statement") to the SEC, and the Company intends to publicly file such Registration Statement on or about January 22, 2024. In connection with the IPO, the Company has engaged Calderwood & Harkness LLP as issuer's counsel, and has engaged Whitfield Barrow & Co., LLC as lead left bookrunner, together with Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC as additional underwriters (collectively, the "Underwriters").

C. Board Resolutions. The Board, at meetings duly noticed, convened, and held, and by unanimous written consent in lieu of meetings, has adopted resolutions (collectively, the "Board Resolutions") approving, and recommending to the stockholders of the Company for their approval, each of the actions set forth in this Written Consent, including, without limitation, the approval and adoption of the Amended and Restated Certificate of Incorporation of the Company, the ratification and approval of the Amended and Restated Bylaws of the Company, the approval and adoption of the Arbor Health Technologies Inc. 2024 Equity Incentive Plan, the approval and adoption of the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan, the ratification and approval of the IPO and related transactions, the termination of certain existing stockholder agreements, the approval of indemnification arrangements, and the authorization of certain general matters, all as more fully described herein. The Board adopted the 2024 Equity Incentive Plan and the 2024 Employee Stock Purchase Plan on January 15, 2024.

D. Stockholder Approval Requirement. Under the DGCL and the Company's existing Certificate of Incorporation and Bylaws, certain of the actions described herein require the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Pursuant to Section 228(a) of the DGCL, unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The undersigned stockholders collectively hold shares representing a majority of the outstanding shares of Common Stock entitled to vote on each of the matters set forth herein, and are therefore sufficient to approve all of the actions set forth in this Written Consent without a meeting of stockholders, pursuant to and in accordance with Section 228 of the DGCL.

E. Identification of Consenting Stockholders. The following table sets forth the name of each undersigned consenting stockholder, the number of shares of Common Stock held of record by such stockholder as of the date hereof, and such stockholder's percentage of the total outstanding shares of Common Stock:

The consenting stockholders collectively hold 71,600,000 shares of Common Stock, representing approximately 89.5% of the 80,000,000 shares of Common Stock currently outstanding, which exceeds the majority vote threshold required under the DGCL and the Company's governing documents for each of the matters set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, and for other good and valuable consideration, the undersigned stockholders hereby adopt the following resolutions and take the following actions:

SECTION 1 APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

1.1 Resolution Approving the Amended and Restated Certificate of Incorporation

RESOLVED, that the Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. (the "A&R Certificate"), substantially in the form attached hereto as Exhibit A and incorporated herein by reference, is hereby approved and adopted in all respects, to become effective upon the filing of the A&R Certificate with the Secretary of State of the State of Delaware, which filing shall occur on or about the closing date of the IPO (the "IPO Closing Date"), as determined by the Board or a duly authorized committee or officer thereof.

1.2 Key Provisions of the A&R Certificate Being Approved

The undersigned stockholders, having reviewed the A&R Certificate in the form attached hereto as Exhibit A, acknowledge that the A&R Certificate includes the following key provisions, among others, each of which is hereby specifically approved:

(a) Increase in Authorized Capital Stock. The total number of shares of capital stock that the Company is authorized to issue shall be increased from 120,000,000 shares of Common Stock to (i) 400,000,000 shares of Common Stock, par value $0.001 per share, and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"), for an aggregate total of 450,000,000 authorized shares of capital stock.

(b) Blank Check Preferred Stock. The Board shall have the authority, without further action by the stockholders, to issue from time to time shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations, and restrictions thereof, including, without limitation, dividend rights, conversion rights, voting rights, terms of redemption, preferences upon liquidation, and the number of shares constituting any series or the designation of any such series (the "Blank Check Preferred").

(c) Single Class of Common Stock. All shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, and privileges. The A&R Certificate does not create or authorize a dual-class or multi-class structure with respect to the Common Stock.

(d) Classified Board of Directors. The Board shall be divided into three classes of directors, designated as Class I, Class II, and Class III, respectively, each class to be as nearly equal in number as possible. Each class of directors shall serve for a staggered term of three years, such that the term of one class expires at each annual meeting of stockholders. Directors shall be elected by a plurality of the votes cast by the holders of shares of Common Stock present in person or represented by proxy at the applicable annual meeting.

(e) Prohibition on Stockholder Action by Written Consent. Following the effective time of the A&R Certificate (i.e., the IPO Closing Date), any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent or consents in writing of such stockholders. The undersigned stockholders acknowledge and agree that this Written Consent is being executed prior to the effectiveness of such prohibition, and therefore this Written Consent is valid and enforceable in accordance with its terms under Section 228 of the DGCL and the Company's current Certificate of Incorporation and Bylaws.

(f) Supermajority Vote Requirement for Bylaw Amendments. The affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the outstanding shares of capital stock entitled to vote thereon shall be required in order for the stockholders of the Company to amend, alter, or repeal any provision of the Bylaws of the Company, or to adopt any new bylaw.

(g) Exclusive Forum Provision. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, or agent of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the A&R Certificate, or the A&R Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. The foregoing exclusive forum provision shall not apply to any cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation promulgated thereunder, for which the federal courts of the United States of America shall have exclusive jurisdiction.

(h) Section 203 of the DGCL. The Company shall not opt out of Section 203 of the DGCL, and accordingly, the Company shall be subject to the provisions of Section 203, which, in general, prohibits a Delaware corporation from engaging in certain business combinations with any "interested stockholder" (generally defined as any person beneficially owning 15% or more of the outstanding voting stock) for a period of three years following the date on which such person became an interested stockholder, subject to certain exceptions.

(i) Limitation of Director Liability. The A&R Certificate shall include provisions eliminating or limiting the personal liability of directors of the Company to the fullest extent permitted by Section 102(b)(7) of the DGCL, as the same may be amended or supplemented from time to time.

(j) Indemnification and Advancement. The A&R Certificate shall provide for mandatory indemnification and advancement of expenses for directors and officers of the Company to the fullest extent permitted by the DGCL, subject to such limitations and conditions as may be set forth therein.

1.3 Authorization to File

RESOLVED, that the officers of the Company, including Dr. Nathaniel Rourke (Chief Executive Officer), David Halderman (Chief Financial Officer), and Rachel Moynihan (General Counsel and Corporate Secretary), acting individually or collectively, are hereby authorized and directed to file the A&R Certificate with the Secretary of State of the State of Delaware on or about the IPO Closing Date, and to take all such further actions, including the payment of all filing fees, as may be necessary, appropriate, or advisable to effectuate the filing and effectiveness of the A&R Certificate.

RESOLVED FURTHER, that, in the event any amendment or modification to the A&R Certificate is required by the SEC, the NYSE, or any other regulatory body in connection with the IPO, or is otherwise deemed necessary or advisable by the Board, the officers of the Company are hereby authorized to make such amendments or modifications to the A&R Certificate as may be required, provided that such amendments or modifications are not materially inconsistent with the form of the A&R Certificate attached hereto as Exhibit A and the key provisions described in Section 1.2 above.

SECTION 2 APPROVAL OF THE AMENDED AND RESTATED BYLAWS

2.1 Resolution Approving the Amended and Restated Bylaws

RESOLVED, that the Amended and Restated Bylaws of Arbor Health Technologies Inc. (the "A&R Bylaws"), substantially in the form attached hereto as Exhibit B and incorporated herein by reference, as adopted by the Board on February 8, 2024, effective upon the closing of the IPO, are hereby ratified and approved in all respects.

2.2 Key Provisions of the A&R Bylaws

The undersigned stockholders, having reviewed the A&R Bylaws in the form attached hereto as Exhibit B, acknowledge that the A&R Bylaws include the following key provisions, among others, each of which is hereby specifically ratified and approved:

(a) Advance Notice Provisions. The A&R Bylaws require that stockholders who wish to submit nominations of candidates for election as directors or propose other business at an annual meeting of stockholders provide written notice to the Corporate Secretary of the Company within a window of not less than ninety (90) days and not more than one hundred twenty (120) days prior to the first anniversary of the date of the preceding year's annual meeting of stockholders. Such advance notice provisions set forth the specific information that must be included in any such stockholder notice, including information about the nominating or proposing stockholder, the beneficial owner (if any) on whose behalf the nomination or proposal is being made, and any nominee for election as a director.

(b) Proxy Access Provisions. The A&R Bylaws include proxy access provisions that permit a stockholder, or a group of up to twenty (20) stockholders, who has continuously owned at least three percent (3%) of the Company's outstanding shares of Common Stock for at least three (3) years, to include in the Company's proxy materials a number of director nominees equal to the greater of (i) two (2) nominees or (ii) twenty percent (20%) of the number of directors then in office, subject to customary terms, conditions, and disclosure requirements.

(c) Classified Board Structure. Consistent with the provisions of the A&R Certificate described in Section 1.2(d) above, the A&R Bylaws provide for a classified Board of Directors divided into three classes with staggered three-year terms.

(d) Indemnification and Advancement Provisions. The A&R Bylaws provide for mandatory indemnification and advancement of expenses for directors and officers of the Company to the fullest extent permitted by the DGCL, consistent with the provisions of the A&R Certificate.

(e) Supermajority Amendment Provision. Consistent with the provisions of the A&R Certificate described in Section 1.2(f) above, the A&R Bylaws provide that the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the outstanding shares of capital stock entitled to vote thereon shall be required in order for the stockholders to amend, alter, or repeal any provision of the A&R Bylaws, or to adopt any new bylaw.

SECTION 3 APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN

3.1 Resolution Approving the 2024 Equity Incentive Plan

RESOLVED, that the Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "2024 Plan"), substantially in the form attached hereto as Exhibit C and incorporated herein by reference, as adopted by the Board on January 15, 2024, is hereby approved and adopted in all respects, to become effective upon the effective date of the Registration Statement filed by the Company in connection with the IPO (the "Plan Effective Date").

3.2 Key Terms of the 2024 Plan Being Approved

The undersigned stockholders, having reviewed the 2024 Plan in the form attached hereto as Exhibit C, acknowledge that the 2024 Plan includes the following key terms, among others, each of which is hereby specifically approved:

(a) Share Reserve. A total of 10,300,000 shares of Common Stock shall be reserved for issuance under the 2024 Plan, which number is equal to approximately ten percent (10%) of the total shares of Common Stock expected to be outstanding immediately following the consummation of the IPO, assuming a total of 103,000,000 shares of Common Stock outstanding after the offering (including shares issuable upon exercise of the overallotment option by the Underwriters). The share reserve shall be subject to adjustment for stock splits, stock dividends, recapitalizations, and similar events, as provided in the 2024 Plan.

(b) Annual Evergreen Provision. The number of shares of Common Stock reserved and available for issuance under the 2024 Plan shall automatically increase on the first day of each fiscal year of the Company, beginning with the fiscal year commencing on January 1, 2025 and continuing through and including the fiscal year commencing on January 1, 2034, by an amount equal to three percent (3%) of the total number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year, or such lesser number of shares as the Board may determine prior to the applicable January 1st.

(c) Types of Awards. The 2024 Plan authorizes the grant of the following types of equity-based awards: (i) incentive stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) non-qualified stock options ("NQSOs"), (iii) restricted stock awards, (iv) restricted stock units ("RSUs"), (v) stock appreciation rights ("SARs"), and (vi) performance-based awards (including performance share units and performance cash awards).

(d) Administration. The 2024 Plan shall be administered by the Compensation Committee of the Board (the "Compensation Committee"), the members of which are Dr. Samuel Obadina (Chair), Diana Coltrane, and Carolyn Whittemore. Each member of the Compensation Committee qualifies as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act and as an "independent director" within the meaning of the applicable listing standards of the NYSE. The Compensation Committee shall have full authority to determine the terms and conditions of awards granted under the 2024 Plan, including the eligible participants, the number of shares subject to each award, the exercise price or purchase price (if any), the vesting schedule, and the performance criteria (if applicable). The Compensation Committee may delegate its authority to grant awards to non-Section 16 employees to a subcommittee of the Board or to one or more officers of the Company, subject to such limitations as the Compensation Committee may impose.

(e) Section 162(m) Compliance. To the extent applicable, the 2024 Plan is designed to comply with, and shall be interpreted consistently with, the requirements of Section 162(m) of the Code with respect to performance-based compensation payable to "covered employees" (as defined in Section 162(m)), to the extent that compliance with Section 162(m) is available and desirable. The undersigned stockholders acknowledge that the effectiveness of the exemption from the deduction limitation under Section 162(m) for performance-based compensation has been substantially limited by the Tax Cuts and Jobs Act of 2017, and the Board and the Compensation Committee retain the discretion to grant awards that may not qualify for such exemption.

(f) Section 409A Compliance. The 2024 Plan and all awards granted thereunder are intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, and shall be interpreted and administered accordingly. No award shall be granted, deferred, accelerated, extended, paid out, settled, substituted, or modified under the 2024 Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a participant.

3.3 Approval for Purposes of the Internal Revenue Code

RESOLVED, that the approval of the 2024 Plan by the undersigned stockholders is intended to satisfy (a) the stockholder approval requirements of Section 422 of the Code with respect to incentive stock options that may be granted under the 2024 Plan, (b) any stockholder approval requirements that may apply under Section 162(m) of the Code, to the extent applicable, and (c) the stockholder approval requirements of the applicable listing standards of the NYSE with respect to equity compensation plans.

RESOLVED FURTHER, that the 2024 Plan shall be the successor equity compensation plan of the Company, and that, effective as of the Plan Effective Date, no further grants or awards shall be made under any prior equity compensation plan of the Company, including the Arbor Health Technologies Inc. 2019 Stock Incentive Plan (the "2019 Plan"), although awards outstanding under the 2019 Plan as of the Plan Effective Date shall continue to be governed by the terms and conditions of the 2019 Plan and the applicable award agreements.

SECTION 4 APPROVAL OF THE 2024 EMPLOYEE STOCK PURCHASE PLAN

4.1 Resolution Approving the 2024 Employee Stock Purchase Plan

RESOLVED, that the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan (the "ESPP"), substantially in the form attached hereto as Exhibit D and incorporated herein by reference, as adopted by the Board on January 15, 2024, is hereby approved and adopted in all respects, to become effective upon the effective date of the Registration Statement filed by the Company in connection with the IPO.

4.2 Key Terms of the ESPP Being Approved

The undersigned stockholders, having reviewed the ESPP in the form attached hereto as Exhibit D, acknowledge that the ESPP includes the following key terms, among others, each of which is hereby specifically approved:

(a) Share Reserve. A total of 2,060,000 shares of Common Stock shall be reserved for issuance under the ESPP, which number is equal to approximately two percent (2%) of the total shares of Common Stock expected to be outstanding immediately following the consummation of the IPO, assuming a total of 103,000,000 shares of Common Stock outstanding after the offering (including shares issuable upon exercise of the overallotment option by the Underwriters).

(b) Purchase Price discount. The purchase price for shares of Common Stock acquired under the ESPP shall be equal to eighty-five percent (85%) of the lesser of (i) the fair market value of a share of Common Stock on the first day of the applicable offering period (the "offering date") and (ii) the fair market value of a share of Common Stock on the last day of the applicable purchase period (the "purchase date"), representing a discount of fifteen percent (15%) from the lower of the two reference prices.

(c) Offering Periods. The ESPP shall provide for semi-annual offering periods of approximately six (6) months each, with purchase dates occurring on the last business day of each offering period. The Compensation Committee shall have the authority to change the duration and timing of offering periods, subject to the limitations set forth in the ESPP and Section 423 of the Code.

(d) Section 423 Qualification. The ESPP is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code, and shall be interpreted and administered in a manner consistent with such qualification. The ESPP may also include a non-Section 423 component for the benefit of eligible employees of the Company's non-U.S. subsidiaries, to the extent determined by the Compensation Committee.

4.3 Approval for Purposes of the Internal Revenue Code

RESOLVED, that the approval of the ESPP by the undersigned stockholders is intended to satisfy the stockholder approval requirements of Section 423 of the Code and the applicable listing standards of the NYSE with respect to the ESPP.

SECTION 5 APPROVAL OF IPO AND RELATED TRANSACTIONS

5.1 Ratification of the IPO

RESOLVED, that the undersigned stockholders hereby ratify and approve the Company's pursuit of the IPO, including, without limitation:

(a) the filing of the Registration Statement on Form S-1 (SEC File No. 333-276841), and any amendments or supplements thereto, with the SEC;

(b) the listing of the Company's Common Stock on the NYSE under the ticker symbol "ARHT";

(c) the issuance and sale by the Company of up to 20,000,000 shares of Common Stock in the base offering (the "Base Shares"), at such public offering price per share as may be determined by the Board (or a duly authorized pricing committee thereof) in consultation with, and upon agreement with, the Underwriters; and

(d) the grant to the Underwriters of an overallotment option to purchase up to an additional 3,000,000 shares of Common Stock (the "Overallotment Shares"), representing fifteen percent (15%) of the number of Base Shares, exercisable in whole or in part for a period of thirty (30) days following the date of the final prospectus relating to the IPO.

5.2 Approval of Issuance of Shares

RESOLVED, that the issuance of up to 23,000,000 shares of Common Stock in the aggregate (consisting of up to 20,000,000 Base Shares and up to 3,000,000 Overallotment Shares) in connection with the IPO is hereby approved and authorized, and such shares, when issued and delivered against payment of the applicable public offering price per share (less the underwriting discount and commissions), shall be validly issued, fully paid, and non-assessable shares of Common Stock of the Company.

RESOLVED FURTHER, that the officers of the Company are authorized and directed to take all actions necessary to cause the Company's transfer agent, Continental Share Services, Inc., to issue certificates or book-entry shares representing the shares of Common Stock sold in the IPO, and to deliver such shares in accordance with the terms of the Underwriting Agreement and applicable settlement procedures.

5.3 Approval of Underwriting Arrangements

RESOLVED, that the undersigned stockholders hereby approve the Company's entry into an underwriting agreement (the "Underwriting Agreement") with Whitfield Barrow & Co., LLC (as representative of the several Underwriters), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC, on such terms and conditions as the Board (or a duly authorized pricing committee thereof) may approve, including, without limitation, the underwriting discount, the lock-up provisions, the representations and warranties of the Company, and the indemnification obligations of the Company and the Underwriters.

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to negotiate, finalize, execute, and deliver the Underwriting Agreement and any related agreements (including, without limitation, lock-up agreements, comfort letter arrangements, and legal opinion letters) on behalf of the Company, and to take all such further actions as may be necessary or appropriate in connection therewith.

SECTION 6 TERMINATION OF EXISTING STOCKHOLDER AGREEMENTS

6.1 Termination of the Amended and Restated Investors' Rights Agreement

RESOLVED, that the undersigned stockholders acknowledge and agree that the Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020 (the "Investors' Rights Agreement"), among the Company, Brindoval Trelvon Partners Fund IV, L.P., Ridgeline Growth Equity Fund III, LLC, Dr. Nathaniel Rourke, Margaret Tsujimoto, and certain other stockholders party thereto, shall terminate in accordance with its terms upon the consummation of a "Qualified IPO," as such term is defined in the Investors' Rights Agreement. As defined therein, a "Qualified IPO" means the closing of the Company's first underwritten public offering of shares of the Company's Common Stock on a national securities exchange pursuant to an effective registration statement under the Securities Act, with aggregate gross proceeds to the Company (before deduction of underwriting discounts, commissions, and expenses) of at least $200,000,000.

RESOLVED FURTHER, that the undersigned stockholders acknowledge that the IPO, with expected aggregate gross proceeds to the Company of at least $400,000,000, to be listed and traded on the NYSE, constitutes a "Qualified IPO" under the Investors' Rights Agreement, and that, upon the consummation of the IPO, the Investors' Rights Agreement shall be automatically terminated and of no further force and effect, except that certain registration rights provisions contained therein shall survive such termination to the extent provided therein and as superseded and replaced by the Amended and Restated Registration Rights Agreement described in Section 6.3 below.

6.2 Termination of the Amended and Restated Voting Agreement

RESOLVED, that the undersigned stockholders acknowledge and agree that the Amended and Restated Voting Agreement (the "Voting Agreement"), dated as of October 22, 2020, among the Company, Brindoval Trelvon Partners Fund IV, L.P., Ridgeline Growth Equity Fund III, LLC, Dr. Nathaniel Rourke, Margaret Tsujimoto, and certain other stockholders party thereto, shall terminate in accordance with its terms upon the consummation of the IPO.

RESOLVED FURTHER, that, effective upon the termination of the Voting Agreement, all rights, obligations, and restrictions of the parties thereunder shall cease and be of no further force or effect, including, without limitation, all board nomination rights, voting commitments, drag-along rights, and related covenants contained therein. The undersigned stockholders hereby waive any and all claims or rights arising under the Voting Agreement that would otherwise survive such termination, to the extent permitted by applicable law.

6.3 Approval of the Amended and Restated Registration Rights Agreement

RESOLVED, that the Amended and Restated Registration Rights Agreement (the "A&R Registration Rights Agreement"), substantially in the form attached hereto as Exhibit E and incorporated herein by reference, to be entered into by and among the Company, Brindoval Trelvon Partners Fund IV, L.P., and Ridgeline Growth Equity Fund III, LLC (collectively, the "Holders"), effective upon the consummation of the IPO, is hereby approved and adopted in all respects.

The undersigned stockholders acknowledge that the A&R Registration Rights Agreement includes the following key terms, among others:

(a) Demand Registration Rights. Each of Brindoval Trelvon Partners Fund IV, L.P. and Ridgeline Growth Equity Fund III, LLC shall have the right to demand that the Company file a registration statement under the Securities Act covering the resale of the registrable securities held by such Holder, subject to customary limitations. Each Holder shall be entitled to a maximum of two (2) demand registrations during the term of the A&R Registration Rights Agreement.

(b) Piggyback Registration Rights. Each Holder shall have the right to include its registrable securities in any registration statement filed by the Company for its own account or for the account of any other security holder, subject to customary underwriter cutback provisions.

(c) S-3 Shelf Registration Rights. Beginning twelve (12) months after the consummation of the IPO, each Holder shall have the right to request that the Company file a registration statement on Form S-3 (or any successor form) for a shelf registration covering the resale of the registrable securities held by such Holder, subject to the Company's eligibility to use Form S-3.

(d) 180-Day Standstill. Each Holder agrees that, for a period of one hundred eighty (180) days following the date of the final prospectus relating to the IPO (the "Lock-Up Period"), which period is coterminous with the lock-up period applicable to the Company's directors, officers, and stockholders under the Underwriting Agreement and related lock-up agreements, such Holder shall not, without the prior written consent of Whitfield Barrow & Co., LLC (as representative of the Underwriters), offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock held by such Holder.

SECTION 7 APPROVAL OF D&O INDEMNIFICATION ARRANGEMENTS

7.1 Indemnification Agreements

RESOLVED, that the undersigned stockholders hereby approve the form of indemnification agreement (the "Indemnification Agreement") to be entered into by the Company with each of its directors and executive officers, providing for mandatory indemnification and advancement of expenses to the fullest extent permitted by the DGCL. The Indemnification Agreement is consistent with, and supplementary to, the indemnification and advancement provisions set forth in the A&R Certificate and the A&R Bylaws. The Indemnification Agreement provides that the Company shall indemnify and hold harmless each director and executive officer from and against all losses, claims, damages, liabilities, judgments, fines, penalties, and amounts paid in settlement, and shall advance all expenses (including attorneys' fees) incurred by such director or executive officer, in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) arising by reason of the fact that such person is or was a director or executive officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another entity.

RESOLVED FURTHER, that the officers of the Company are authorized and directed to execute and deliver an Indemnification Agreement with each current director and executive officer of the Company, and with each person who hereafter becomes a director or executive officer of the Company, on terms substantially consistent with the form of Indemnification Agreement approved by the Board.

7.2 D&O Insurance Program

RESOLVED, that the undersigned stockholders hereby acknowledge and approve the Company's procurement of a directors' and officers' liability insurance program (the "D&O Insurance Program") in connection with the IPO, providing coverage to the Company and its directors, officers, and certain other insured persons for claims arising out of acts or omissions in their capacities as directors and officers. The D&O Insurance Program includes the following layers of coverage:

(a) Primary Policy. A primary directors' and officers' liability insurance policy issued by Northbridge Specialty Insurance Company, providing coverage of $50,000,000 per occurrence and $50,000,000 in the aggregate, subject to the terms, conditions, and exclusions set forth therein.

(b) Excess Layers. Excess directors' and officers' liability insurance policies issued by Pinnacle Re Assurance Ltd. and Atlas Guard Insurance Company, providing additional coverage in excess of the primary policy, for a total D&O insurance tower of $100,000,000 in the aggregate.

RESOLVED FURTHER, that the Company's officers are authorized and directed to finalize the procurement of the D&O Insurance Program, to execute and deliver all applications, binders, and policies in connection therewith, and to pay all premiums and related costs associated with the D&O Insurance Program.

SECTION 8 GENERAL AUTHORIZATIONS

8.1 Authorization of Officers

RESOLVED, that each of the officers of the Company, including Dr. Nathaniel Rourke (Chief Executive Officer), David Halderman (Chief Financial Officer), and Rachel Moynihan (General Counsel and Corporate Secretary), acting alone or together, is hereby authorized and directed to execute and deliver any and all documents, instruments, agreements, and certificates, and to take all such further actions, as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, including, without limitation:

(a) filing the A&R Certificate with the Secretary of State of the State of Delaware on or about the IPO Closing Date;

(b) executing and delivering the Underwriting Agreement and any related agreements (including lock-up agreements, comfort letter requests, and any agreements among underwriters) on behalf of the Company;

(d) executing and delivering termination agreements, waivers, or acknowledgments with respect to the Investors' Rights Agreement and the Voting Agreement, as may be necessary or advisable to evidence the termination thereof;

(e) authorizing and directing the Company's transfer agent, Continental Share Services, Inc., to issue shares of Common Stock in connection with the IPO, including the Base Shares and, if applicable, the Overallotment Shares;

(f) filing all documents, forms, applications, and notices with the SEC, the NYSE, the Financial Industry Regulatory Authority, Inc. ("FINRA"), and any other applicable federal, state, or foreign regulatory bodies, as may be necessary or appropriate in connection with the IPO, including, without limitation, the Registration Statement, all amendments and supplements thereto, and all exhibits and financial statements included therein;

(g) engaging Kellerman & Associates LLP as the Company's independent registered public accounting firm in connection with the IPO, and authorizing such firm to issue all audit reports, consent letters, and comfort letters as may be required by the Underwriters or the SEC;

(h) engaging Toppan Quillon Health IT as the Company's financial printer and EDGAR filing agent in connection with the preparation, printing, and filing of the Registration Statement, the preliminary prospectus, the final prospectus, and all amendments and supplements thereto; and

(i) taking all such other actions and executing and delivering all such other documents, instruments, and certificates as may be necessary, appropriate, or advisable to consummate the IPO and the transactions contemplated by the foregoing resolutions.

8.2 Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by the officers, directors, employees, and authorized representatives of the Company in connection with the preparation, submission, and filing of the Registration Statement (including the confidential submission of the draft Registration Statement on Form S-1 to the SEC on November 10, 2023), the engagement of Calderwood & Harkness LLP as issuer's counsel, the engagement of Whitfield Barrow & Co., LLC and the other Underwriters, the engagement of Kellerman & Associates LLP as independent auditors, the engagement of Toppan Quillon Health IT as financial printer and EDGAR filing agent, the preparation of financial statements and other disclosure materials, the submission of listing applications to the NYSE and applications to FINRA, and all other actions taken in furtherance of the IPO and the transactions contemplated by the foregoing resolutions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

8.3 Omnibus Resolution

RESOLVED, that the officers of the Company, acting individually or collectively, are hereby authorized and empowered to execute and deliver such additional documents, instruments, agreements, and certificates, to pay such fees, costs, and expenses, and to take such additional actions as any such officer may determine, in such officer's sole discretion, to be necessary, appropriate, or advisable to effectuate the purposes and intent of all of the foregoing resolutions, with such officer's execution and delivery thereof or performance thereof to be conclusive evidence of such officer's determination that such action is necessary, appropriate, or advisable, and no further approval of the Board or the stockholders shall be required in connection therewith.

SECTION 9 EFFECTIVENESS AND FILING

9.1 Effectiveness of Consent

This Written Consent shall be effective as of the Effective Date (i.e., the date of the last signature hereto). The Corporate Secretary of the Company shall cause this Written Consent (or a true and correct copy thereof) to be filed in the Company's minute book and corporate records in accordance with Section 228(a) of the DGCL.

The actions approved by this Written Consent shall become effective in accordance with the provisions of Section 228 of the DGCL and the Company's current Certificate of Incorporation and Bylaws. In accordance with Section 228(e) of the DGCL, the Company shall give prompt notice of the taking of the corporate actions set forth in this Written Consent to those stockholders of the Company who have not consented in writing to such actions and who, if such actions had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the actions were delivered to the Company.

The undersigned stockholders acknowledge that certain of the actions approved hereby (including, without limitation, the effectiveness of the A&R Certificate, the effectiveness of the A&R Bylaws, and the effectiveness of the 2024 Plan and the ESPP) are contingent upon, and shall not become operative until, the occurrence of specified future events, including the filing of the A&R Certificate with the Secretary of State of the State of Delaware, the effective date of the Registration Statement, and/or the consummation of the IPO, as applicable and as set forth herein.

9.2 Counterparts. This Written Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Any counterpart of this Written Consent may be executed and delivered by facsimile, electronic mail (including portable document format (.pdf)), or other form of electronic transmission, and any such counterpart so executed and delivered shall be deemed to have been duly and validly executed and delivered and shall be valid and effective for all purposes.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGES TO

WRITTEN CONSENT OF STOCKHOLDERS OF

ARBOR HEALTH TECHNOLOGIES INC.

IN LIEU OF A SPECIAL MEETING

IN WITNESS WHEREOF, the undersigned stockholders have executed this Written Consent as of the dates indicated below, effective as of the date of the last signature hereto.

BRINDOVAL TRELVON PARTNERS FUND IV, L.P.

By: Brindoval Trelvon Partners, L.P., its General Partner

By: ________

Name: Leonard Corbett

Title: Managing Partner

Date: ________

Shares of Common Stock Represented: 28,000,000 (35.0% of outstanding)

Address: 600 Lexington Avenue, 38th Floor

New York, NY 10022

RIDGELINE GROWTH EQUITY FUND III, LLC

By: Ridgeline Growth Equity, LLC, its Managing Member

By: ________

Name: Howard Feng

Title: Managing Director

Date: ________

Shares of Common Stock Represented: 16,000,000 (20.0% of outstanding)

Address: 1 Maritime Plaza, Suite 2200

San Francisco, CA 94111

DR. NATHANIEL ROURKE

________________________________________

Dr. Nathaniel Rourke, individually

Date: ________

Shares of Common Stock Represented: 12,800,000 (16.0% of outstanding)

MARGARET TSUJIMOTO

________________________________________

Margaret Tsujimoto, individually

Date: ________

Shares of Common Stock Represented: 9,600,000 (12.0% of outstanding)

DAVID HALDERMAN

________________________________________

David Halderman, individually

Date: ________

Shares of Common Stock Represented: 2,400,000 (3.0% of outstanding)

DR. PRIYA SUBRAMANIAN

________________________________________

Dr. Priya Subramanian, individually

Date: ________

Shares of Common Stock Represented: 1,600,000 (2.0% of outstanding)

RACHEL MOYNIHAN

________________________________________

Rachel Moynihan, individually

Date: ________

Shares of Common Stock Represented: 1,200,000 (1.5% of outstanding)

LIST OF EXHIBITS

The following exhibits are attached hereto and incorporated herein by reference as an integral part of this Written Consent:

Exhibit A — Form of Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc.

Authorizing 400,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, par value $0.001 per share; including provisions for classified board of directors (three classes with staggered three-year terms); prohibition on stockholder action by written consent; supermajority (66⅔%) stockholder vote required to amend the Bylaws; blank check preferred stock authorization; exclusive forum provision (Court of Chancery of the State of Delaware); applicability of Section 203 of the DGCL; limitation of director liability pursuant to Section 102(b)(7) of the DGCL; and indemnification and advancement provisions for directors and officers.

Exhibit B — Form of Amended and Restated Bylaws of Arbor Health Technologies Inc.

Including advance notice provisions requiring stockholder notice of director nominations and business proposals not less than 90 days and not more than 120 days prior to the anniversary of the preceding year's annual meeting; proxy access provisions; classified board structure consistent with the A&R Certificate; indemnification and advancement provisions for directors and officers; and supermajority (66⅔%) stockholder vote required to amend, alter, or repeal the Bylaws.

Exhibit C — Arbor Health Technologies Inc. 2024 Equity Incentive Plan

Reserving 10,300,000 shares of Common Stock for issuance; 3% annual evergreen provision; authorizing the grant of incentive stock options (ISOs), non-qualified stock options (NQSOs), restricted stock awards (RSAs), restricted stock units (RSUs), stock appreciation rights (SARs), and performance-based awards; adopted by the Board on January 15, 2024.

Exhibit D — Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan

Reserving 2,060,000 shares of Common Stock for issuance; 15% purchase price discount from the lesser of the fair market value on the offering date or the purchase date; semi-annual offering periods; intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code; adopted by the Board on January 15, 2024.

Exhibit E — Form of Amended and Restated Registration Rights Agreement

Granting demand registration rights (2 demands per Holder), piggyback registration rights, and S-3 shelf registration rights (available 12 months following the consummation of the IPO); 180-day standstill period coterminous with the lock-up period; among the Company, Brindoval Trelvon Partners Fund IV, L.P., and Ridgeline Growth Equity Fund III, LLC.

[End of Written Consent]

Consenting Stockholder	Shares of Common Stock	Percentage of Outstanding
Brindoval Trelvon Partners Fund IV, L.P.	28,000,000	35.0%
Ridgeline Growth Equity Fund III, LLC	16,000,000	20.0%
Dr. Nathaniel Rourke	12,800,000	16.0%
Margaret Tsujimoto	9,600,000	12.0%
David Halderman	2,400,000	3.0%
Dr. Priya Subramanian	1,600,000	2.0%
Rachel Moynihan	1,200,000	1.5%
Total	71,600,000	89.5%

WRITTEN CONSENT OF STOCKHOLDERS
OF
ARBOR HEALTH TECHNOLOGIES INC.
IN LIEU OF A SPECIAL MEETING
The undersigned, being stockholders of Arbor Health Technologies Inc., a Delaware corporation (the "Company"), acting pursuant to Section 228 of the General Corporation Law of the State of Delaware (the "DGCL") and in accordance with Article II of the current Certificate of Incorporation of the Company and Section 2.11 of the current Bylaws of the Company, hereby take the following actions by written consent in lieu of a special meeting of the stockholders of the Company, effective as of the date of the last signature set forth on the signature pages hereto (the "Effective Date"), with the same force and effect as if such actions had been duly adopted at a meeting of the stockholders of the Company duly called and held for such purposes, at which a quorum was present and acting throughout.
This Written Consent is being executed on or about January 2024, following the adoption by the Board of Directors of the Company (the "Board") of the Arbor Health Technologies Inc. 2024 Equity Incentive Plan and the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan on January 15, 2024, and in advance of the public filing of the Company's Registration Statement on Form S-1 with the Securities and Exchange Commission (the "SEC"), currently anticipated to occur on or about January 22, 2024.
RECITALS
WHEREAS:
A. The Company. Arbor Health Technologies Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal executive offices located at 275 Kendall Avenue, Suite 1400, Cambridge, Massachusetts 02142. The Company currently has 120,000,000 shares of common stock authorized, par value $0.001 per share (the "Common Stock"), of which 80,000,000 shares are issued and outstanding as of the date hereof. No shares of preferred stock of the Company are currently outstanding, all shares of preferred stock previously issued and outstanding having been converted into shares of Common Stock in connection with, and in anticipation of, the transactions described herein.
B. Proposed Initial Public Offering. The Board has determined that it is in the best interests of the Company and its stockholders for the Company to pursue an initial public offering (the "IPO") of shares of the Company's Common Stock on the New York Stock Exchange (the "NYSE"). In furtherance thereof, the Company has confidentially submitted a draft Registration Statement on Form S-1 (SEC File No. 333-276841) (the "Registration Statement") to the SEC, and the Company intends to publicly file such Registration Statement on or about January 22, 2024. In connection with the IPO, the Company has engaged Calderwood & Harkness LLP as issuer's counsel, and has engaged Whitfield Barrow & Co., LLC as lead left bookrunner, together with Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC as additional underwriters (collectively, the "Underwriters").
C. Board Resolutions. The Board, at meetings duly noticed, convened, and held, and by unanimous written consent in lieu of meetings, has adopted resolutions (collectively, the "Board Resolutions") approving, and recommending to the stockholders of the Company for their approval, each of the actions set forth in this Written Consent, including, without limitation, the approval and adoption of the Amended and Restated Certificate of Incorporation of the Company, the ratification and approval of the Amended and Restated Bylaws of the Company, the approval and adoption of the Arbor Health Technologies Inc. 2024 Equity Incentive Plan, the approval and adoption of the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan, the ratification and approval of the IPO and related transactions, the termination of certain existing stockholder agreements, the approval of indemnification arrangements, and the authorization of certain general matters, all as more fully described herein. The Board adopted the 2024 Equity Incentive Plan and the 2024 Employee Stock Purchase Plan on January 15, 2024.
D. Stockholder Approval Requirement. Under the DGCL and the Company's existing Certificate of Incorporation and Bylaws, certain of the actions described herein require the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. Pursuant to Section 228(a) of the DGCL, unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The undersigned stockholders collectively hold shares representing a majority of the outstanding shares of Common Stock entitled to vote on each of the matters set forth herein, and are therefore sufficient to approve all of the actions set forth in this Written Consent without a meeting of stockholders, pursuant to and in accordance with Section 228 of the DGCL.
E. Identification of Consenting Stockholders. The following table sets forth the name of each undersigned consenting stockholder, the number of shares of Common Stock held of record by such stockholder as of the date hereof, and such stockholder's percentage of the total outstanding shares of Common Stock:
The consenting stockholders collectively hold 71,600,000 shares of Common Stock, representing approximately 89.5% of the 80,000,000 shares of Common Stock currently outstanding, which exceeds the majority vote threshold required under the DGCL and the Company's governing documents for each of the matters set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, and for other good and valuable consideration, the undersigned stockholders hereby adopt the following resolutions and take the following actions:
SECTION 1
APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
1.1 Resolution Approving the Amended and Restated Certificate of Incorporation
RESOLVED, that the Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc. (the "A&R Certificate"), substantially in the form attached hereto as Exhibit A and incorporated herein by reference, is hereby approved and adopted in all respects, to become effective upon the filing of the A&R Certificate with the Secretary of State of the State of Delaware, which filing shall occur on or about the closing date of the IPO (the "IPO Closing Date"), as determined by the Board or a duly authorized committee or officer thereof.
1.2 Key Provisions of the A&R Certificate Being Approved
The undersigned stockholders, having reviewed the A&R Certificate in the form attached hereto as Exhibit A, acknowledge that the A&R Certificate includes the following key provisions, among others, each of which is hereby specifically approved:
(a) Increase in Authorized Capital Stock. The total number of shares of capital stock that the Company is authorized to issue shall be increased from 120,000,000 shares of Common Stock to (i) 400,000,000 shares of Common Stock, par value $0.001 per share, and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"), for an aggregate total of 450,000,000 authorized shares of capital stock.
(b) Blank Check Preferred Stock. The Board shall have the authority, without further action by the stockholders, to issue from time to time shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations, and restrictions thereof, including, without limitation, dividend rights, conversion rights, voting rights, terms of redemption, preferences upon liquidation, and the number of shares constituting any series or the designation of any such series (the "Blank Check Preferred").
(c) Single Class of Common Stock. All shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, and privileges. The A&R Certificate does not create or authorize a dual-class or multi-class structure with respect to the Common Stock.
(d) Classified Board of Directors. The Board shall be divided into three classes of directors, designated as Class I, Class II, and Class III, respectively, each class to be as nearly equal in number as possible. Each class of directors shall serve for a staggered term of three years, such that the term of one class expires at each annual meeting of stockholders. Directors shall be elected by a plurality of the votes cast by the holders of shares of Common Stock present in person or represented by proxy at the applicable annual meeting.
(e) Prohibition on Stockholder Action by Written Consent. Following the effective time of the A&R Certificate (i.e., the IPO Closing Date), any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent or consents in writing of such stockholders. The undersigned stockholders acknowledge and agree that this Written Consent is being executed prior to the effectiveness of such prohibition, and therefore this Written Consent is valid and enforceable in accordance with its terms under Section 228 of the DGCL and the Company's current Certificate of Incorporation and Bylaws.
(f) Supermajority Vote Requirement for Bylaw Amendments. The affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the outstanding shares of capital stock entitled to vote thereon shall be required in order for the stockholders of the Company to amend, alter, or repeal any provision of the Bylaws of the Company, or to adopt any new bylaw.
(g) Exclusive Forum Provision. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, or agent of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the A&R Certificate, or the A&R Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. The foregoing exclusive forum provision shall not apply to any cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation promulgated thereunder, for which the federal courts of the United States of America shall have exclusive jurisdiction.
(h) Section 203 of the DGCL. The Company shall not opt out of Section 203 of the DGCL, and accordingly, the Company shall be subject to the provisions of Section 203, which, in general, prohibits a Delaware corporation from engaging in certain business combinations with any "interested stockholder" (generally defined as any person beneficially owning 15% or more of the outstanding voting stock) for a period of three years following the date on which such person became an interested stockholder, subject to certain exceptions.
(i) Limitation of Director Liability. The A&R Certificate shall include provisions eliminating or limiting the personal liability of directors of the Company to the fullest extent permitted by Section 102(b)(7) of the DGCL, as the same may be amended or supplemented from time to time.
(j) Indemnification and Advancement. The A&R Certificate shall provide for mandatory indemnification and advancement of expenses for directors and officers of the Company to the fullest extent permitted by the DGCL, subject to such limitations and conditions as may be set forth therein.
1.3 Authorization to File
RESOLVED, that the officers of the Company, including Dr. Nathaniel Rourke (Chief Executive Officer), David Halderman (Chief Financial Officer), and Rachel Moynihan (General Counsel and Corporate Secretary), acting individually or collectively, are hereby authorized and directed to file the A&R Certificate with the Secretary of State of the State of Delaware on or about the IPO Closing Date, and to take all such further actions, including the payment of all filing fees, as may be necessary, appropriate, or advisable to effectuate the filing and effectiveness of the A&R Certificate.
RESOLVED FURTHER, that, in the event any amendment or modification to the A&R Certificate is required by the SEC, the NYSE, or any other regulatory body in connection with the IPO, or is otherwise deemed necessary or advisable by the Board, the officers of the Company are hereby authorized to make such amendments or modifications to the A&R Certificate as may be required, provided that such amendments or modifications are not materially inconsistent with the form of the A&R Certificate attached hereto as Exhibit A and the key provisions described in Section 1.2 above.
SECTION 2
APPROVAL OF THE AMENDED AND RESTATED BYLAWS
2.1 Resolution Approving the Amended and Restated Bylaws
RESOLVED, that the Amended and Restated Bylaws of Arbor Health Technologies Inc. (the "A&R Bylaws"), substantially in the form attached hereto as Exhibit B and incorporated herein by reference, as adopted by the Board on February 8, 2024, effective upon the closing of the IPO, are hereby ratified and approved in all respects.
2.2 Key Provisions of the A&R Bylaws
The undersigned stockholders, having reviewed the A&R Bylaws in the form attached hereto as Exhibit B, acknowledge that the A&R Bylaws include the following key provisions, among others, each of which is hereby specifically ratified and approved:
(a) Advance Notice Provisions. The A&R Bylaws require that stockholders who wish to submit nominations of candidates for election as directors or propose other business at an annual meeting of stockholders provide written notice to the Corporate Secretary of the Company within a window of not less than ninety (90) days and not more than one hundred twenty (120) days prior to the first anniversary of the date of the preceding year's annual meeting of stockholders. Such advance notice provisions set forth the specific information that must be included in any such stockholder notice, including information about the nominating or proposing stockholder, the beneficial owner (if any) on whose behalf the nomination or proposal is being made, and any nominee for election as a director.
(b) Proxy Access Provisions. The A&R Bylaws include proxy access provisions that permit a stockholder, or a group of up to twenty (20) stockholders, who has continuously owned at least three percent (3%) of the Company's outstanding shares of Common Stock for at least three (3) years, to include in the Company's proxy materials a number of director nominees equal to the greater of (i) two (2) nominees or (ii) twenty percent (20%) of the number of directors then in office, subject to customary terms, conditions, and disclosure requirements.
(c) Classified Board Structure. Consistent with the provisions of the A&R Certificate described in Section 1.2(d) above, the A&R Bylaws provide for a classified Board of Directors divided into three classes with staggered three-year terms.
(d) Indemnification and Advancement Provisions. The A&R Bylaws provide for mandatory indemnification and advancement of expenses for directors and officers of the Company to the fullest extent permitted by the DGCL, consistent with the provisions of the A&R Certificate.
(e) Supermajority Amendment Provision. Consistent with the provisions of the A&R Certificate described in Section 1.2(f) above, the A&R Bylaws provide that the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the outstanding shares of capital stock entitled to vote thereon shall be required in order for the stockholders to amend, alter, or repeal any provision of the A&R Bylaws, or to adopt any new bylaw.
SECTION 3
APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN
3.1 Resolution Approving the 2024 Equity Incentive Plan
RESOLVED, that the Arbor Health Technologies Inc. 2024 Equity Incentive Plan (the "2024 Plan"), substantially in the form attached hereto as Exhibit C and incorporated herein by reference, as adopted by the Board on January 15, 2024, is hereby approved and adopted in all respects, to become effective upon the effective date of the Registration Statement filed by the Company in connection with the IPO (the "Plan Effective Date").
3.2 Key Terms of the 2024 Plan Being Approved
The undersigned stockholders, having reviewed the 2024 Plan in the form attached hereto as Exhibit C, acknowledge that the 2024 Plan includes the following key terms, among others, each of which is hereby specifically approved:
(a) Share Reserve. A total of 10,300,000 shares of Common Stock shall be reserved for issuance under the 2024 Plan, which number is equal to approximately ten percent (10%) of the total shares of Common Stock expected to be outstanding immediately following the consummation of the IPO, assuming a total of 103,000,000 shares of Common Stock outstanding after the offering (including shares issuable upon exercise of the overallotment option by the Underwriters). The share reserve shall be subject to adjustment for stock splits, stock dividends, recapitalizations, and similar events, as provided in the 2024 Plan.
(b) Annual Evergreen Provision. The number of shares of Common Stock reserved and available for issuance under the 2024 Plan shall automatically increase on the first day of each fiscal year of the Company, beginning with the fiscal year commencing on January 1, 2025 and continuing through and including the fiscal year commencing on January 1, 2034, by an amount equal to three percent (3%) of the total number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year, or such lesser number of shares as the Board may determine prior to the applicable January 1st.
(c) Types of Awards. The 2024 Plan authorizes the grant of the following types of equity-based awards: (i) incentive stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) non-qualified stock options ("NQSOs"), (iii) restricted stock awards, (iv) restricted stock units ("RSUs"), (v) stock appreciation rights ("SARs"), and (vi) performance-based awards (including performance share units and performance cash awards).
(d) Administration. The 2024 Plan shall be administered by the Compensation Committee of the Board (the "Compensation Committee"), the members of which are Dr. Samuel Obadina (Chair), Diana Coltrane, and Carolyn Whittemore. Each member of the Compensation Committee qualifies as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act and as an "independent director" within the meaning of the applicable listing standards of the NYSE. The Compensation Committee shall have full authority to determine the terms and conditions of awards granted under the 2024 Plan, including the eligible participants, the number of shares subject to each award, the exercise price or purchase price (if any), the vesting schedule, and the performance criteria (if applicable). The Compensation Committee may delegate its authority to grant awards to non-Section 16 employees to a subcommittee of the Board or to one or more officers of the Company, subject to such limitations as the Compensation Committee may impose.
(e) Section 162(m) Compliance. To the extent applicable, the 2024 Plan is designed to comply with, and shall be interpreted consistently with, the requirements of Section 162(m) of the Code with respect to performance-based compensation payable to "covered employees" (as defined in Section 162(m)), to the extent that compliance with Section 162(m) is available and desirable. The undersigned stockholders acknowledge that the effectiveness of the exemption from the deduction limitation under Section 162(m) for performance-based compensation has been substantially limited by the Tax Cuts and Jobs Act of 2017, and the Board and the Compensation Committee retain the discretion to grant awards that may not qualify for such exemption.
(f) Section 409A Compliance. The 2024 Plan and all awards granted thereunder are intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder, and shall be interpreted and administered accordingly. No award shall be granted, deferred, accelerated, extended, paid out, settled, substituted, or modified under the 2024 Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a participant.
3.3 Approval for Purposes of the Internal Revenue Code
RESOLVED, that the approval of the 2024 Plan by the undersigned stockholders is intended to satisfy (a) the stockholder approval requirements of Section 422 of the Code with respect to incentive stock options that may be granted under the 2024 Plan, (b) any stockholder approval requirements that may apply under Section 162(m) of the Code, to the extent applicable, and (c) the stockholder approval requirements of the applicable listing standards of the NYSE with respect to equity compensation plans.
RESOLVED FURTHER, that the 2024 Plan shall be the successor equity compensation plan of the Company, and that, effective as of the Plan Effective Date, no further grants or awards shall be made under any prior equity compensation plan of the Company, including the Arbor Health Technologies Inc. 2019 Stock Incentive Plan (the "2019 Plan"), although awards outstanding under the 2019 Plan as of the Plan Effective Date shall continue to be governed by the terms and conditions of the 2019 Plan and the applicable award agreements.
SECTION 4
APPROVAL OF THE 2024 EMPLOYEE STOCK PURCHASE PLAN
4.1 Resolution Approving the 2024 Employee Stock Purchase Plan
RESOLVED, that the Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan (the "ESPP"), substantially in the form attached hereto as Exhibit D and incorporated herein by reference, as adopted by the Board on January 15, 2024, is hereby approved and adopted in all respects, to become effective upon the effective date of the Registration Statement filed by the Company in connection with the IPO.
4.2 Key Terms of the ESPP Being Approved
The undersigned stockholders, having reviewed the ESPP in the form attached hereto as Exhibit D, acknowledge that the ESPP includes the following key terms, among others, each of which is hereby specifically approved:
(a) Share Reserve. A total of 2,060,000 shares of Common Stock shall be reserved for issuance under the ESPP, which number is equal to approximately two percent (2%) of the total shares of Common Stock expected to be outstanding immediately following the consummation of the IPO, assuming a total of 103,000,000 shares of Common Stock outstanding after the offering (including shares issuable upon exercise of the overallotment option by the Underwriters).
(b) Purchase Price discount. The purchase price for shares of Common Stock acquired under the ESPP shall be equal to eighty-five percent (85%) of the lesser of (i) the fair market value of a share of Common Stock on the first day of the applicable offering period (the "offering date") and (ii) the fair market value of a share of Common Stock on the last day of the applicable purchase period (the "purchase date"), representing a discount of fifteen percent (15%) from the lower of the two reference prices.
(c) Offering Periods. The ESPP shall provide for semi-annual offering periods of approximately six (6) months each, with purchase dates occurring on the last business day of each offering period. The Compensation Committee shall have the authority to change the duration and timing of offering periods, subject to the limitations set forth in the ESPP and Section 423 of the Code.
(d) Section 423 Qualification. The ESPP is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code, and shall be interpreted and administered in a manner consistent with such qualification. The ESPP may also include a non-Section 423 component for the benefit of eligible employees of the Company's non-U.S. subsidiaries, to the extent determined by the Compensation Committee.
4.3 Approval for Purposes of the Internal Revenue Code
RESOLVED, that the approval of the ESPP by the undersigned stockholders is intended to satisfy the stockholder approval requirements of Section 423 of the Code and the applicable listing standards of the NYSE with respect to the ESPP.
SECTION 5
APPROVAL OF IPO AND RELATED TRANSACTIONS
5.1 Ratification of the IPO
RESOLVED, that the undersigned stockholders hereby ratify and approve the Company's pursuit of the IPO, including, without limitation:
(a) the filing of the Registration Statement on Form S-1 (SEC File No. 333-276841), and any amendments or supplements thereto, with the SEC;
(b) the listing of the Company's Common Stock on the NYSE under the ticker symbol "ARHT";
(c) the issuance and sale by the Company of up to 20,000,000 shares of Common Stock in the base offering (the "Base Shares"), at such public offering price per share as may be determined by the Board (or a duly authorized pricing committee thereof) in consultation with, and upon agreement with, the Underwriters; and
(d) the grant to the Underwriters of an overallotment option to purchase up to an additional 3,000,000 shares of Common Stock (the "Overallotment Shares"), representing fifteen percent (15%) of the number of Base Shares, exercisable in whole or in part for a period of thirty (30) days following the date of the final prospectus relating to the IPO.
5.2 Approval of Issuance of Shares
RESOLVED, that the issuance of up to 23,000,000 shares of Common Stock in the aggregate (consisting of up to 20,000,000 Base Shares and up to 3,000,000 Overallotment Shares) in connection with the IPO is hereby approved and authorized, and such shares, when issued and delivered against payment of the applicable public offering price per share (less the underwriting discount and commissions), shall be validly issued, fully paid, and non-assessable shares of Common Stock of the Company.
RESOLVED FURTHER, that the officers of the Company are authorized and directed to take all actions necessary to cause the Company's transfer agent, Continental Share Services, Inc., to issue certificates or book-entry shares representing the shares of Common Stock sold in the IPO, and to deliver such shares in accordance with the terms of the Underwriting Agreement and applicable settlement procedures.
5.3 Approval of Underwriting Arrangements
RESOLVED, that the undersigned stockholders hereby approve the Company's entry into an underwriting agreement (the "Underwriting Agreement") with Whitfield Barrow & Co., LLC (as representative of the several Underwriters), Calloway Pierce Securities LLC, Velthorn Capital Partners Inc., and Pemberton Wallis LLC, on such terms and conditions as the Board (or a duly authorized pricing committee thereof) may approve, including, without limitation, the underwriting discount, the lock-up provisions, the representations and warranties of the Company, and the indemnification obligations of the Company and the Underwriters.
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to negotiate, finalize, execute, and deliver the Underwriting Agreement and any related agreements (including, without limitation, lock-up agreements, comfort letter arrangements, and legal opinion letters) on behalf of the Company, and to take all such further actions as may be necessary or appropriate in connection therewith.
SECTION 6
TERMINATION OF EXISTING STOCKHOLDER AGREEMENTS
6.1 Termination of the Amended and Restated Investors' Rights Agreement
RESOLVED, that the undersigned stockholders acknowledge and agree that the Amended and Restated Investors' Rights Agreement, dated as of October 22, 2020 (the "Investors' Rights Agreement"), among the Company, Brindoval Trelvon Partners Fund IV, L.P., Ridgeline Growth Equity Fund III, LLC, Dr. Nathaniel Rourke, Margaret Tsujimoto, and certain other stockholders party thereto, shall terminate in accordance with its terms upon the consummation of a "Qualified IPO," as such term is defined in the Investors' Rights Agreement. As defined therein, a "Qualified IPO" means the closing of the Company's first underwritten public offering of shares of the Company's Common Stock on a national securities exchange pursuant to an effective registration statement under the Securities Act, with aggregate gross proceeds to the Company (before deduction of underwriting discounts, commissions, and expenses) of at least $200,000,000.
RESOLVED FURTHER, that the undersigned stockholders acknowledge that the IPO, with expected aggregate gross proceeds to the Company of at least $400,000,000, to be listed and traded on the NYSE, constitutes a "Qualified IPO" under the Investors' Rights Agreement, and that, upon the consummation of the IPO, the Investors' Rights Agreement shall be automatically terminated and of no further force and effect, except that certain registration rights provisions contained therein shall survive such termination to the extent provided therein and as superseded and replaced by the Amended and Restated Registration Rights Agreement described in Section 6.3 below.
6.2 Termination of the Amended and Restated Voting Agreement
RESOLVED, that the undersigned stockholders acknowledge and agree that the Amended and Restated Voting Agreement (the "Voting Agreement"), dated as of October 22, 2020, among the Company, Brindoval Trelvon Partners Fund IV, L.P., Ridgeline Growth Equity Fund III, LLC, Dr. Nathaniel Rourke, Margaret Tsujimoto, and certain other stockholders party thereto, shall terminate in accordance with its terms upon the consummation of the IPO.
RESOLVED FURTHER, that, effective upon the termination of the Voting Agreement, all rights, obligations, and restrictions of the parties thereunder shall cease and be of no further force or effect, including, without limitation, all board nomination rights, voting commitments, drag-along rights, and related covenants contained therein. The undersigned stockholders hereby waive any and all claims or rights arising under the Voting Agreement that would otherwise survive such termination, to the extent permitted by applicable law.
6.3 Approval of the Amended and Restated Registration Rights Agreement
RESOLVED, that the Amended and Restated Registration Rights Agreement (the "A&R Registration Rights Agreement"), substantially in the form attached hereto as Exhibit E and incorporated herein by reference, to be entered into by and among the Company, Brindoval Trelvon Partners Fund IV, L.P., and Ridgeline Growth Equity Fund III, LLC (collectively, the "Holders"), effective upon the consummation of the IPO, is hereby approved and adopted in all respects.
The undersigned stockholders acknowledge that the A&R Registration Rights Agreement includes the following key terms, among others:
(a) Demand Registration Rights. Each of Brindoval Trelvon Partners Fund IV, L.P. and Ridgeline Growth Equity Fund III, LLC shall have the right to demand that the Company file a registration statement under the Securities Act covering the resale of the registrable securities held by such Holder, subject to customary limitations. Each Holder shall be entitled to a maximum of two (2) demand registrations during the term of the A&R Registration Rights Agreement.
(b) Piggyback Registration Rights. Each Holder shall have the right to include its registrable securities in any registration statement filed by the Company for its own account or for the account of any other security holder, subject to customary underwriter cutback provisions.
(c) S-3 Shelf Registration Rights. Beginning twelve (12) months after the consummation of the IPO, each Holder shall have the right to request that the Company file a registration statement on Form S-3 (or any successor form) for a shelf registration covering the resale of the registrable securities held by such Holder, subject to the Company's eligibility to use Form S-3.
(d) 180-Day Standstill. Each Holder agrees that, for a period of one hundred eighty (180) days following the date of the final prospectus relating to the IPO (the "Lock-Up Period"), which period is coterminous with the lock-up period applicable to the Company's directors, officers, and stockholders under the Underwriting Agreement and related lock-up agreements, such Holder shall not, without the prior written consent of Whitfield Barrow & Co., LLC (as representative of the Underwriters), offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock held by such Holder.
SECTION 7
APPROVAL OF D&O INDEMNIFICATION ARRANGEMENTS
7.1 Indemnification Agreements
RESOLVED, that the undersigned stockholders hereby approve the form of indemnification agreement (the "Indemnification Agreement") to be entered into by the Company with each of its directors and executive officers, providing for mandatory indemnification and advancement of expenses to the fullest extent permitted by the DGCL. The Indemnification Agreement is consistent with, and supplementary to, the indemnification and advancement provisions set forth in the A&R Certificate and the A&R Bylaws. The Indemnification Agreement provides that the Company shall indemnify and hold harmless each director and executive officer from and against all losses, claims, damages, liabilities, judgments, fines, penalties, and amounts paid in settlement, and shall advance all expenses (including attorneys' fees) incurred by such director or executive officer, in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) arising by reason of the fact that such person is or was a director or executive officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another entity.
RESOLVED FURTHER, that the officers of the Company are authorized and directed to execute and deliver an Indemnification Agreement with each current director and executive officer of the Company, and with each person who hereafter becomes a director or executive officer of the Company, on terms substantially consistent with the form of Indemnification Agreement approved by the Board.
7.2 D&O Insurance Program
RESOLVED, that the undersigned stockholders hereby acknowledge and approve the Company's procurement of a directors' and officers' liability insurance program (the "D&O Insurance Program") in connection with the IPO, providing coverage to the Company and its directors, officers, and certain other insured persons for claims arising out of acts or omissions in their capacities as directors and officers. The D&O Insurance Program includes the following layers of coverage:
(a) Primary Policy. A primary directors' and officers' liability insurance policy issued by Northbridge Specialty Insurance Company, providing coverage of $50,000,000 per occurrence and $50,000,000 in the aggregate, subject to the terms, conditions, and exclusions set forth therein.
(b) Excess Layers. Excess directors' and officers' liability insurance policies issued by Pinnacle Re Assurance Ltd. and Atlas Guard Insurance Company, providing additional coverage in excess of the primary policy, for a total D&O insurance tower of $100,000,000 in the aggregate.
RESOLVED FURTHER, that the Company's officers are authorized and directed to finalize the procurement of the D&O Insurance Program, to execute and deliver all applications, binders, and policies in connection therewith, and to pay all premiums and related costs associated with the D&O Insurance Program.
SECTION 8
GENERAL AUTHORIZATIONS
8.1 Authorization of Officers
RESOLVED, that each of the officers of the Company, including Dr. Nathaniel Rourke (Chief Executive Officer), David Halderman (Chief Financial Officer), and Rachel Moynihan (General Counsel and Corporate Secretary), acting alone or together, is hereby authorized and directed to execute and deliver any and all documents, instruments, agreements, and certificates, and to take all such further actions, as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, including, without limitation:
(a) filing the A&R Certificate with the Secretary of State of the State of Delaware on or about the IPO Closing Date;
(b) executing and delivering the Underwriting Agreement and any related agreements (including lock-up agreements, comfort letter requests, and any agreements among underwriters) on behalf of the Company;
(c) executing and delivering the A&R Registration Rights Agreement on behalf of the Company;
(d) executing and delivering termination agreements, waivers, or acknowledgments with respect to the Investors' Rights Agreement and the Voting Agreement, as may be necessary or advisable to evidence the termination thereof;
(e) authorizing and directing the Company's transfer agent, Continental Share Services, Inc., to issue shares of Common Stock in connection with the IPO, including the Base Shares and, if applicable, the Overallotment Shares;
(f) filing all documents, forms, applications, and notices with the SEC, the NYSE, the Financial Industry Regulatory Authority, Inc. ("FINRA"), and any other applicable federal, state, or foreign regulatory bodies, as may be necessary or appropriate in connection with the IPO, including, without limitation, the Registration Statement, all amendments and supplements thereto, and all exhibits and financial statements included therein;
(g) engaging Kellerman & Associates LLP as the Company's independent registered public accounting firm in connection with the IPO, and authorizing such firm to issue all audit reports, consent letters, and comfort letters as may be required by the Underwriters or the SEC;
(h) engaging Toppan Quillon Health IT as the Company's financial printer and EDGAR filing agent in connection with the preparation, printing, and filing of the Registration Statement, the preliminary prospectus, the final prospectus, and all amendments and supplements thereto; and
(i) taking all such other actions and executing and delivering all such other documents, instruments, and certificates as may be necessary, appropriate, or advisable to consummate the IPO and the transactions contemplated by the foregoing resolutions.
8.2 Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by the officers, directors, employees, and authorized representatives of the Company in connection with the preparation, submission, and filing of the Registration Statement (including the confidential submission of the draft Registration Statement on Form S-1 to the SEC on November 10, 2023), the engagement of Calderwood & Harkness LLP as issuer's counsel, the engagement of Whitfield Barrow & Co., LLC and the other Underwriters, the engagement of Kellerman & Associates LLP as independent auditors, the engagement of Toppan Quillon Health IT as financial printer and EDGAR filing agent, the preparation of financial statements and other disclosure materials, the submission of listing applications to the NYSE and applications to FINRA, and all other actions taken in furtherance of the IPO and the transactions contemplated by the foregoing resolutions, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
8.3 Omnibus Resolution
RESOLVED, that the officers of the Company, acting individually or collectively, are hereby authorized and empowered to execute and deliver such additional documents, instruments, agreements, and certificates, to pay such fees, costs, and expenses, and to take such additional actions as any such officer may determine, in such officer's sole discretion, to be necessary, appropriate, or advisable to effectuate the purposes and intent of all of the foregoing resolutions, with such officer's execution and delivery thereof or performance thereof to be conclusive evidence of such officer's determination that such action is necessary, appropriate, or advisable, and no further approval of the Board or the stockholders shall be required in connection therewith.
SECTION 9
EFFECTIVENESS AND FILING
9.1 Effectiveness of Consent
This Written Consent shall be effective as of the Effective Date (i.e., the date of the last signature hereto). The Corporate Secretary of the Company shall cause this Written Consent (or a true and correct copy thereof) to be filed in the Company's minute book and corporate records in accordance with Section 228(a) of the DGCL.
The actions approved by this Written Consent shall become effective in accordance with the provisions of Section 228 of the DGCL and the Company's current Certificate of Incorporation and Bylaws. In accordance with Section 228(e) of the DGCL, the Company shall give prompt notice of the taking of the corporate actions set forth in this Written Consent to those stockholders of the Company who have not consented in writing to such actions and who, if such actions had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the actions were delivered to the Company.
The undersigned stockholders acknowledge that certain of the actions approved hereby (including, without limitation, the effectiveness of the A&R Certificate, the effectiveness of the A&R Bylaws, and the effectiveness of the 2024 Plan and the ESPP) are contingent upon, and shall not become operative until, the occurrence of specified future events, including the filing of the A&R Certificate with the Secretary of State of the State of Delaware, the effective date of the Registration Statement, and/or the consummation of the IPO, as applicable and as set forth herein.
9.2 Counterparts.  This Written Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Any counterpart of this Written Consent may be executed and delivered by facsimile, electronic mail (including portable document format (.pdf)), or other form of electronic transmission, and any such counterpart so executed and delivered shall be deemed to have been duly and validly executed and delivered and shall be valid and effective for all purposes.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGES TO
WRITTEN CONSENT OF STOCKHOLDERS OF
ARBOR HEALTH TECHNOLOGIES INC.
IN LIEU OF A SPECIAL MEETING
IN WITNESS WHEREOF, the undersigned stockholders have executed this Written Consent as of the dates indicated below, effective as of the date of the last signature hereto.
BRINDOVAL TRELVON PARTNERS FUND IV, L.P.
By: Brindoval Trelvon Partners, L.P., its General Partner
By: ________
Name: Leonard Corbett
Title: Managing Partner
Date: ________
Shares of Common Stock Represented: 28,000,000 (35.0% of outstanding)
Address: 600 Lexington Avenue, 38th Floor
New York, NY 10022
RIDGELINE GROWTH EQUITY FUND III, LLC
By: Ridgeline Growth Equity, LLC, its Managing Member
By: ________
Name: Howard Feng
Title: Managing Director
Date: ________
Shares of Common Stock Represented: 16,000,000 (20.0% of outstanding)
Address: 1 Maritime Plaza, Suite 2200
San Francisco, CA 94111
DR. NATHANIEL ROURKE
________________________________________
Dr. Nathaniel Rourke, individually
Date: ________
Shares of Common Stock Represented: 12,800,000 (16.0% of outstanding)
MARGARET TSUJIMOTO
________________________________________
Margaret Tsujimoto, individually
Date: ________
Shares of Common Stock Represented: 9,600,000 (12.0% of outstanding)
DAVID HALDERMAN
________________________________________
David Halderman, individually
Date: ________
Shares of Common Stock Represented: 2,400,000 (3.0% of outstanding)
DR. PRIYA SUBRAMANIAN
________________________________________
Dr. Priya Subramanian, individually
Date: ________
Shares of Common Stock Represented: 1,600,000 (2.0% of outstanding)
RACHEL MOYNIHAN
________________________________________
Rachel Moynihan, individually
Date: ________
Shares of Common Stock Represented: 1,200,000 (1.5% of outstanding)
LIST OF EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference as an integral part of this Written Consent:
Exhibit A — Form of Amended and Restated Certificate of Incorporation of Arbor Health Technologies Inc.
Authorizing 400,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, par value $0.001 per share; including provisions for classified board of directors (three classes with staggered three-year terms); prohibition on stockholder action by written consent; supermajority (66⅔%) stockholder vote required to amend the Bylaws; blank check preferred stock authorization; exclusive forum provision (Court of Chancery of the State of Delaware); applicability of Section 203 of the DGCL; limitation of director liability pursuant to Section 102(b)(7) of the DGCL; and indemnification and advancement provisions for directors and officers.
Exhibit B — Form of Amended and Restated Bylaws of Arbor Health Technologies Inc.
Including advance notice provisions requiring stockholder notice of director nominations and business proposals not less than 90 days and not more than 120 days prior to the anniversary of the preceding year's annual meeting; proxy access provisions; classified board structure consistent with the A&R Certificate; indemnification and advancement provisions for directors and officers; and supermajority (66⅔%) stockholder vote required to amend, alter, or repeal the Bylaws.
Exhibit C — Arbor Health Technologies Inc. 2024 Equity Incentive Plan
Reserving 10,300,000 shares of Common Stock for issuance; 3% annual evergreen provision; authorizing the grant of incentive stock options (ISOs), non-qualified stock options (NQSOs), restricted stock awards (RSAs), restricted stock units (RSUs), stock appreciation rights (SARs), and performance-based awards; adopted by the Board on January 15, 2024.
Exhibit D — Arbor Health Technologies Inc. 2024 Employee Stock Purchase Plan
Reserving 2,060,000 shares of Common Stock for issuance; 15% purchase price discount from the lesser of the fair market value on the offering date or the purchase date; semi-annual offering periods; intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code; adopted by the Board on January 15, 2024.
Exhibit E — Form of Amended and Restated Registration Rights Agreement
Granting demand registration rights (2 demands per Holder), piggyback registration rights, and S-3 shelf registration rights (available 12 months following the consummation of the IPO); 180-day standstill period coterminous with the lock-up period; among the Company, Brindoval Trelvon Partners Fund IV, L.P., and Ridgeline Growth Equity Fund III, LLC.
[End of Written Consent]
Consenting Stockholder | Shares of Common Stock | Percentage of Outstanding
Brindoval Trelvon Partners Fund IV, L.P. | 28,000,000 | 35.0%
Ridgeline Growth Equity Fund III, LLC | 16,000,000 | 20.0%
Dr. Nathaniel Rourke | 12,800,000 | 16.0%
Margaret Tsujimoto | 9,600,000 | 12.0%
David Halderman | 2,400,000 | 3.0%
Dr. Priya Subramanian | 1,600,000 | 2.0%
Rachel Moynihan | 1,200,000 | 1.5%
Total | 71,600,000 | 89.5%

WRITTEN CONSENT OF STOCKHOLDERS

ARBOR HEALTH TECHNOLOGIES INC.

IN LIEU OF A SPECIAL MEETING

RECITALS

WHEREAS:

SECTION 1

APPROVAL OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

SECTION 2

APPROVAL OF THE AMENDED AND RESTATED BYLAWS

SECTION 3

APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN

SECTION 4

APPROVAL OF THE 2024 EMPLOYEE STOCK PURCHASE PLAN

SECTION 5

APPROVAL OF IPO AND RELATED TRANSACTIONS

SECTION 6

TERMINATION OF EXISTING STOCKHOLDER AGREEMENTS

SECTION 7

APPROVAL OF D&O INDEMNIFICATION ARRANGEMENTS

SECTION 8

GENERAL AUTHORIZATIONS

SECTION 9

EFFECTIVENESS AND FILING

SIGNATURE PAGES TO

WRITTEN CONSENT OF STOCKHOLDERS OF

ARBOR HEALTH TECHNOLOGIES INC.

IN LIEU OF A SPECIAL MEETING

BRINDOVAL TRELVON PARTNERS FUND IV, L.P.

RIDGELINE GROWTH EQUITY FUND III, LLC

DR. NATHANIEL ROURKE

MARGARET TSUJIMOTO

DAVID HALDERMAN

DR. PRIYA SUBRAMANIAN

RACHEL MOYNIHAN

LIST OF EXHIBITS

Record

Parties

Dates

Amounts